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<PAGE> PAGE 2
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SIGNATURE BARRY FINK
TITLE VICE PRESIDENT
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<PAGE>
BY-LAWS
OF
MORGAN STANLEY DEAN WITTER
HIGH INCOME ADVANTAGE TRUST II
AMENDED AND RESTATED AS OF MAY 1, 1999
ARTICLE I
DEFINITIONS
The terms "Commission," "Declaration," "Distributor,"
"Investment
Adviser," "Majority Shareholder Vote," "1940 Act," "Shareholder,"
"Shares,"
"Transfer Agent," "Trust," "Trust Property," and "Trustees" have
the
respective meanings given them in the Declaration of Trust of
Morgan Stanley
Dean Witter High Income Advantage Trust II dated July 7, 1988, as
amended
from time to time.
ARTICLE II
OFFICES
SECTION 2.1. Principal Office. Until changed by the Trustees,
the
principal office of the Trust in the Commonwealth of Massachusetts
shall be
in the City of Boston, County of Suffolk.
SECTION 2.2. Other Offices. In addition to its principal office
in the
Commonwealth of Massachusetts, the Trust may have an office or
offices in the
City of New York, State of New York, and at such other places
within and
without the Commonwealth as the Trustees may from time to time
designate or
the business of the Trust may require.
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 3.1. Place of Meetings. Meetings of Shareholders shall
be held at
such place, within or without the Commonwealth of Massachusetts,
as may be
designated from time to time by the Trustees.
SECTION 3.2. Annual Meetings. An annual meeting of
Shareholders, at which
the Shareholders shall elect Trustees and transact such other
business as may
properly come before the meeting, shall be held, commencing in
1989, in June
of each year, the precise date during June to be fixed by the
Board of
Trustees.
SECTION 3.3. Special Meetings. Special meetings of Shareholders
of the
Trust shall be held whenever called by the Board of Trustees or
the President
of the Trust. Special meetings of Shareholders shall also be
called by the
Secretary upon the written request of the holders of Shares
entitled to vote
not less than twenty-five percent (25%) of all the votes entitled
to be cast
at such meeting. Such request shall state the purpose or purposes
of such
meeting and the matters proposed to be acted on thereat. The
Secretary shall
inform such Shareholders of the reasonable estimated cost of
preparing and
mailing such notice of the meeting, and, upon payment to the Trust
of such
costs, the Secretary shall give notice stating the purpose or
purposes of the
meeting to all entitled to vote at such meeting. No special
meeting need be
called upon the request of the holders of Shares entitled to cast
less than a
majority of all votes entitled to be cast at such meeting, to
consider any
matter which is substantially the same as a matter voted upon at
any special
meeting of Shareholders held during the preceding twelve months.
SECTION 3.4. Notice of Meetings. Written or printed notice of
every
Shareholders' meeting stating the place, date, and purpose or
purposes
thereof, shall be given by the Secretary not less than ten (10)
nor more than
ninety (90) days before such meeting to each Shareholder entitled
to vote at
such meeting. Such notice shall be deemed to be given when
deposited in the
United States mail, postage prepaid, directed to the Shareholder
at his
address as it appears on the records of the Trust.
1
<PAGE>
SECTION 3.5. Quorum and Adjournment of Meetings. Except as
otherwise
provided by law, by the Declaration or by these By-Laws, at all
meetings of
Shareholders, the holders of a majority of the Shares issued and
outstanding
and entitled to vote thereat, present in person or represented by
proxy,
shall be requisite and shall constitute a quorum for the
transaction of
business. In the absence of a quorum, the Shareholders present or
represented
by proxy and entitled to vote thereat shall have the power to
adjourn the
meeting from time to time. The Shareholders present in person or
represented
by proxy at any meeting and entitled to vote thereat also shall
have the
power to adjourn the meeting from time to time if the vote
required to
approve or reject any proposal described in the original notice of
such
meeting is not obtained (with proxies being voted for or against
adjournment
consistent with the votes for and against the proposal for which
the required
vote has not been obtained). The affirmative vote of the holders
of a
majority of the Shares then present in person or represented by
proxy shall
be required to adjourn any meeting. Any adjourned meeting may be
reconvened
without further notice or change in record date. At any reconvened
meeting at
which a quorum shall be present, any business may be transacted
that might
have been transacted at the meeting as originally called.
SECTION 3.6. Voting Rights, Proxies. At each meeting of
Shareholders, each
holder of record of Shares entitled to vote thereat shall be
entitled to one
vote in person or by proxy for each Share of beneficial interest
of the Trust
and for the fractional portion of one vote for each fractional
Share entitled
to vote so registered in his or her name on the records of the
Trust on the
date fixed as the record date for the determination of
Shareholders entitled
to vote at such meeting. Without limiting the manner in which a
Shareholder
may authorize another person or persons to act for such
Shareholder as proxy
pursuant hereto, the following shall constitute a valid means by
which a
Shareholder may grant such authority:
(i) A Shareholder may execute a writing authorizing another
person or
persons to act for such Shareholder as proxy. Execution may
be
accomplished by the Shareholder or such Shareholder's
authorized
officer, director, employee, attorney-in-fact or another
agent signing
such writing or causing such person's signature to be
affixed to such
writing by any reasonable means including, but not limited
to, by
facsimile or telecopy signature. No written evidence of
authority of a
Shareholder's authorized officer, director, employee,
attorney-in-fact
or other agent shall be required; and
(ii) A Shareholder may authorize another person or persons
to act for
such Shareholder as proxy by transmitting or authorizing
the
transmission of a telegram or cablegram or by other means
of
telephonic, electronic or computer transmission to the
person who will
be the holder of the proxy or to a proxy solicitation firm,
proxy
support service organization or like agent duly authorized
by the
person who will be the holder of the proxy to receive such
transmission, provided that any such telegram or cablegram
or other
means of telephonic, electronic or computer transmission
must either
set forth or be submitted with information from which it
can be
determined that the telegram, cablegram or other
transmission was
authorized by the Shareholder.
No proxy shall be valid after eleven months from its date, unless
otherwise
provided in the proxy. At all meetings of Shareholders, unless the
voting is
conducted by inspectors, all questions relating to the
qualification of
voters and the validity of proxies and the acceptance or rejection
of votes
shall be decided by the chairman of the meeting. In determining
whether a
telegram, cablegram or other electronic transmission is valid, the
chairman
or inspector, as the case may be, shall specify the information
upon which he
or she relied. Pursuant to a resolution of a majority of the
Trustees,
proxies may be solicited in the name of one or more Trustees or
Officers of
the Trust. Proxy solicitations may be made in writing or by using
telephonic
or other electronic solicitation procedures that include
appropriate methods
of verifying the identity of the Shareholder and confirming any
instructions
given thereby.
SECTION 3.7. Vote Required. Except as otherwise provided by
law, by the
Declaration of Trust, or by these By-Laws, at each meeting of
Shareholders at
which a quorum is present, all matters shall be decided by
Majority
Shareholder Vote.
SECTION 3.8. Inspectors of Election. In advance of any meeting
of
Shareholders, the Trustees may appoint Inspectors of Election to
act at the
meeting or any adjournment thereof. If Inspectors of Election are
not so
appointed, the chairman of any meeting of Shareholders may, and on
the
request of any
2
<PAGE>
Shareholder or his proxy shall, appoint Inspectors of Election of
the
meeting. In case any person appointed as Inspector fails to appear
or fails
or refuses to act, the vacancy may be filled by appointment made
by the
Trustees in advance of the convening of the meeting or at the
meeting by the
person acting as chairman. The Inspectors of Election shall
determine the
number of Shares outstanding, the Shares represented at the
meeting, the
existence of a quorum, the authenticity, validity and effect of
proxies,
shall receive votes, ballots or consents, shall hear and determine
all
challenges and questions in any way arising in connection with the
right to
vote, shall count and tabulate all votes or consents, determine
the results,
and do such other acts as may be proper to conduct the election or
vote with
fairness to all Shareholders. On request of the chairman of the
meeting, or
of any Shareholder or his proxy, the Inspectors of Election shall
make a
report in writing of any challenge or question or matter
determined by them
and shall execute a certificate of any facts found by them.
SECTION 3.9. Inspection of Books and Records. Shareholders
shall have such
rights and procedures of inspection of the books and records of
the Trust as
are granted to Shareholders under Section 32 of the Business
Corporation Law
of the Commonwealth of Massachusetts.
SECTION 3.10. Action by Shareholders Without Meeting. Except as
otherwise
provided by law, the provisions of these By-Laws relating to
notices and
meetings to the contrary notwithstanding, any action required or
permitted to
be taken at any meeting of Shareholders may be taken without a
meeting if a
majority of the Shareholders entitled to vote upon the action
consent to the
action in writing and such consents are filed with the records of
the Trust.
Such consent shall be treated for all purposes as a vote taken at
a meeting
of Shareholders.
SECTION 3.11. Presence at Meetings. Presence at meetings of
shareholders
requires physical attendance by the shareholder or his or her
proxy at the
meeting site and does not encompass attendance by telephonic or
other
electronic means.
ARTICLE IV
TRUSTEES
SECTION 4.1. Meetings of the Trustees. The Trustees may in
their
discretion provide for regular or special meetings of the
Trustees. Regular
meetings of the Trustees may be held at such time and place as
shall be
determined from time to time by the Trustees without further
notice. Special
meetings of the Trustees may be called at any time by the
President and shall
be called by the President or the Secretary upon the written
request of any
two (2) Trustees.
SECTION 4.2. Notice of Special Meetings. Written notice of
special
meetings of the Trustees, stating the place, date and time
thereof, shall be
given not less than two (2) days before such meeting to each
Trustee,
personally, by telegram, by mail, or by leaving such notice at his
place of
residence or usual place of business. If mailed, such notice shall
be deemed
to be given when deposited in the United States mail, postage
prepaid,
directed to the Trustee at his address as it appears on the
records of the
Trust. Subject to the provisions of the 1940 Act, notice or waiver
of notice
need not specify the purpose of any special meeting.
SECTION 4.3. Telephone Meetings. Subject to the provisions of
the 1940
Act, any Trustee, or any member or members of any committee
designated by the
Trustees, may participate in a meeting of the Trustees, or any
such
committee, as the case may be, by means of a conference telephone
or similar
communications equipment if all persons participating in the
meeting can hear
each other at the same time. Participation in a meeting by these
means
constitutes presence in person at the meeting.
SECTION 4.4. Quorum, Voting and Adjournment of Meetings. At all
meetings
of the Trustees, a majority of the Trustees shall be requisite to
and shall
constitute a quorum for the transaction of business. If a quorum
is present,
the affirmative vote of a majority of the Trustees present shall
be the act
of the Trustees, unless the concurrence of a greater proportion is
expressly
required for such action by law, the Declaration or these By-Laws.
If at any
meeting of the Trustees there be less than a quorum present, the
Trustees
present thereat may adjourn the meeting from time to time, without
notice
other than announcement at the meeting, until a quorum shall have
been
obtained.
3
<PAGE>
SECTION 4.5. Action by Trustees Without Meeting. The provisions
of these
By-Laws covering notices and meetings to the contrary
notwithstanding, and
except as required by law, any action required or permitted to be
taken at
any meeting of the Trustees may be taken without a meeting if a
consent in
writing setting forth the action shall be signed by all of the
Trustees
entitled to vote upon the action and such written consent is filed
with the
minutes of proceedings of the Trustees.
SECTION 4.6. Expenses and Fees. Each Trustee may be allowed
expenses, if
any, for attendance at each regular or special meeting of the
Trustees, and
each Trustee who is not an officer or employee of the Trust or of
its
investment manager or underwriter or of any corporate affiliate of
any of
said persons shall receive for services rendered as a Trustee of
the Trust
such compensation as may be fixed by the Trustees. Nothing herein
contained
shall be construed to preclude any Trustee from serving the Trust
in any
other capacity and receiving compensation therefor.
SECTION 4.7. Execution of Instruments and Documents and Signing
of Checks
and Other Obligations and Transfers. All instruments, documents
and other
papers shall be executed in the name and on behalf of the Trust
and all
checks, notes, drafts and other obligations for the payment of
money by the
Trust shall be signed, and all transfer of securities standing in
the name of
the Trust shall be executed, by the Chairman, the President, any
Vice
President or the Treasurer or by any one or more officers or
agents of the
Trust as shall be designated for that purpose by vote of the
Trustees;
notwithstanding the above, nothing in this Section 4.7 shall be
deemed to
preclude the electronic authorization, by designated persons, of
the Trust's
Custodian (as described herein in Section 9.1) to transfer assets
of the
Trust, as provided for herein in Section 9.1.
SECTION 4.8. Indemnification of Trustees, Officers, Employees
and
Agents. (a) The Trust shall indemnify any person who was or is a
party or is
threatened to be made a party to any threatened, pending, or
completed
action, suit or proceeding, whether civil, criminal,
administrative or
investigative (other than an action by or in the right of the
Trust) by
reason of the fact that he is or was a Trustee, officer, employee,
or agent
of the Trust. The indemnification shall be against expenses,
including
attorneys' fees, judgments, fines, and amounts paid in settlement,
actually
and reasonably incurred by him in connection with the action,
suit, or
proceeding, if he acted in good faith and in a manner he
reasonably believed
to be in or not opposed to the best interests of the Trust, and,
with respect
to any criminal action or proceeding, had no reasonable cause to
believe his
conduct was unlawful. The termination of any action, suit or
proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or
its equivalent, shall not, of itself, create a presumption that
the person
did not act in good faith and in a manner which he reasonably
believed to be
in or not opposed to the best interests of the Trust, and, with
respect to
any criminal action or proceeding, had reasonable cause to believe
that his
conduct was unlawful.
(b) The Trust shall indemnify any person who was or is a party
or is
threatened to be made a party to any threatened, pending or
completed action
or suit by or on behalf of the Trust to obtain a judgment or
decree in its
favor by reason of the fact that he is or was a Trustee, officer,
employee,
or agent of the Trust. The indemnification shall be against
expenses,
including attorneys' fees actually and reasonably incurred by him
in
connection with the defense or settlement of the action or suit,
if he acted
in good faith and in a manner he reasonably believed to be in or
not opposed
to the best interests of the Trust; except that no indemnification
shall be
made in respect of any claim, issue, or matter as to which the
person has
been adjudged to be liable for negligence or misconduct in the
performance of
his duty to the Trust, except to the extent that the court in
which the
action or suit was brought, or a court of equity in the county in
which the
Trust has its principal office, determines upon application that,
despite the
adjudication of liability but in view of all circumstances of the
case, the
person is fairly and reasonably entitled to indemnity for those
expenses
which the court shall deem proper, provided such Trustee, officer,
employee
or agent is not adjudged to be liable by reason of his willful
misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in
the conduct of his office.
(c) To the extent that a Trustee, officer, employee, or agent
of the Trust
has been successful on the merits or otherwise in defense of any
action, suit
or proceeding referred to in subsection (a) or (b) or in defense
of any
claim, issue or matter therein, he shall be indemnified against
expenses,
including attorneys' fees, actually and reasonably incurred by him
in
connection therewith.
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(d) (1) Unless a court orders otherwise, any indemnification
under
subsections (a) or (b) of this section may be made by the Trust
only as
authorized in the specific case after a determination that
indemnification of
the Trustee, officer, employee, or agent is proper in the
circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) or (b).
(2) The determination shall be made:
(i) By the Trustees, by a majority vote of a quorum which
consists of
Trustees who were not parties to the action, suit or
proceeding; or
(ii) If the required quorum is not obtainable, or if a
quorum of
disinterested Trustees so directs, by independent legal
counsel in a
written opinion; or
(iii) By the Shareholders.
(3) Notwithstanding any provision of this Section 4.8, no
person shall
be entitled to indemnification for any liability, whether or
not there is
an adjudication of liability, arising by reason of willful
misfeasance,
bad faith, gross negligence, or reckless disregard of duties
as described
in Section 17(h) and (i) of the Investment Company Act of 1940
("disabling conduct"). A person shall be deemed not liable by
reason of
disabling conduct if, either:
(i) a final decision on the merits is made by a court or
other body
before whom the proceeding was brought that the person to be
indemnified
("indemnitee") was not liable by reason of disabling conduct;
or
(ii) in the absence of such a decision, a reasonable
determination,
based upon a review of the facts, that the indemnitee was not
liable by
reason of disabling conduct, is made by either--
(A) a majority of a quorum of Trustees who are neither
"interested
persons" of the Trust, as defined in Section 2(a)(19) of
the
Investment Company Act of 1940, nor parties to the
action, suit or
proceeding, or
(B) an independent legal counsel in a written opinion.
(e) Expenses, including attorneys' fees, incurred by a Trustee,
officer,
employee or agent of the Trust in defending a civil or criminal
action, suit
or proceeding may be paid by the Trust in advance of the final
disposition
thereof if:
(1) authorized in the specific case by the Trustees; and
(2) the Trust receives an undertaking by or on behalf of the
Trustee,
officer, employee or agent of the Trust to repay the advance if
it is not
ultimately determined that such person is entitled to be
indemnified by
the Trust; and
(3) either, (i) such person provides a security for his
undertaking,
or
(ii) the Trust is insured against losses by reason of any
lawful
advances, or
(iii) a determination, based on a review of readily available
facts,
that there is reason to believe that such person ultimately
will be found
entitled to indemnification, is made by either--
(A) a majority of a quorum which consists of Trustees
who are
neither "interested persons" of the Trust, as defined in
Section
2(a)(19) of the 1940 Act, nor parties to the action, suit
or
proceeding, or
(B) an independent legal counsel in a written opinion.
(f) The indemnification provided by this Section shall not be
deemed
exclusive of any other rights to which a person may be entitled
under any
by-law, agreement, vote of Shareholders or disinterested Trustees
or
otherwise, both as to action in his official capacity and as to
action in
another capacity while holding the office, and shall continue as
to a person
who has ceased to be a Trustee, officer, employee, or agent and
inure to the
benefit of the heirs, executors and administrators of such person;
provided
that no
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person may satisfy any right of indemnity or reimbursement granted
herein or
to which he may be otherwise entitled except out of the property
of the
Trust, and no Shareholder shall be personally liable with respect
to any
claim for indemnity or reimbursement or otherwise.
(g) The Trust may purchase and maintain insurance on behalf of
any person
who is or was a Trustee, officer, employee, or agent of the Trust,
against
any liability asserted against him and incurred by him in any such
capacity,
or arising out of his status as such. However, in no event will
the Trust
purchase insurance to indemnify any officer or Trustee against
liability for
any act for which the Trust itself is not permitted to indemnify
him.
(h) Nothing contained in this Section shall be construed to
protect any
Trustee or officer of the Trust against any liability to the Trust
or to its
security holders to which he would otherwise be subject by reason
of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties
involved in the conduct of his office.
ARTICLE V
COMMITTEES
SECTION 5.1. Executive and Other Committees. The Trustees, by
resolution
adopted by a majority of the Trustees, may designate an Executive
Committee
and/or committees, each committee to consist of two (2) or more of
the
Trustees of the Trust and may delegate to such committees, in the
intervals
between meetings of the Trustees, any or all of the powers of the
Trustees in
the management of the business and affairs of the Trust. In the
absence of
any member of any such committee, the members thereof present at
any meeting,
whether or not they constitute a quorum, may appoint a Trustee to
act in
place of such absent member. Each such committee shall keep a
record of its
proceedings.
The Executive Committee and any other committee shall fix its
own rules or
procedure, but the presence of at least fifty percent (50%) of the
members of
the whole committee shall in each case be necessary to constitute
a quorum of
the committee and the affirmative vote of the majority of the
members of the
committee present at the meeting shall be necessary to take
action.
All actions of the Executive Committee shall be reported to the
Trustees
at the meeting thereof next succeeding to the taking of such
action.
SECTION 5.2. Advisory Committee. The Trustees may appoint an
advisory
committee which shall be composed of persons who do not serve the
Trust in
any other capacity and which shall have advisory functions with
respect to
the investments of the Trust but which shall have no power to
determine that
any security or other investment shall be purchased, sold or
otherwise
disposed of by the Trust. The number of persons constituting any
such
advisory committee shall be determined from time to time by the
Trustees. The
members of any such advisory committee may receive compensation
for their
services and may be allowed such fees and expenses for the
attendance at
meetings as the Trustees may from time to time determine to be
appropriate.
SECTION 5.3. Committee Action Without Meeting. The provisions
of these
By-Laws covering notices and meetings to the contrary
notwithstanding, and
except as required by law, any action required or permitted to be
taken at
any meeting of any Committee of the Trustees appointed pursuant to
Section
5.1 of these By-Laws may be taken without a meeting if a consent
in writing
setting forth the action shall be signed by all members of the
Committee
entitled to vote upon the action and such written consent is filed
with the
records of the proceedings of the Committee.
ARTICLE VI
OFFICERS
SECTION 6.1. Executive Officers. The executive officers of the
Trust shall
be a Chairman, a President, one or more Vice Presidents, a
Secretary and a
Treasurer. The Chairman shall be selected from among the Trustees
but none of
the other executive officers need be a Trustee. Two or more
offices, except
those of President and any Vice President, may be held by the same
person,
but no officer shall execute,
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acknowledge or verify any instrument in more than one capacity.
The executive
officers of the Trust shall be elected annually by the Trustees
and each
executive officer so elected shall hold office until his or her
successor is
elected and has qualified.
SECTION 6.2. Other Officers and Agents. The Trustees may also
elect one or
more Assistant Vice Presidents, Assistant Secretaries and
Assistant
Treasurers and may elect, or may delegate to the Chairman the
power to
appoint, such other officers and agents as the Trustees shall at
any time or
from time to time deem advisable.
SECTION 6.3. Term and Removal and Vacancies. Each officer of
the Trust
shall hold office until his or her successor is elected and has
qualified.
Any officer or agent of the Trust may be removed by the Trustees
whenever, in
their judgment, the best interests of the Trust will be served
thereby, but
such removal shall be without prejudice to the contractual rights,
if any, of
the person so removed.
SECTION 6.4. Compensation of Officers. The compensation of
officers and
agents of the Trust shall be fixed by the Trustees, or by the
Chairman to the
extent provided by the Trustees with respect to officers appointed
by the
Chairman.
SECTION 6.5. Powers and Duties. All officers and agents of the
Trust, as
between themselves and the Trust, shall have such authority and
perform such
duties in the management of the Trust as may be provided in or
pursuant to
these By-Laws or, to the extent not so provided, as may be
prescribed by the
Trustees; provided that no rights of any third party shall be
affected or
impaired by any such By-Law or resolution of the Trustees unless
such third
party has knowledge thereof.
SECTION 6.6. The Chairman. The Chairman shall be the chief
executive
officer of the Trust, shall preside at all meetings of the
Shareholders and
of the Trustees, shall have general and active management of the
business of
the Trust, shall see that all orders and resolutions of the
Trustees are
carried into effect and, in connection therewith, shall be
authorized to
delegate to the President or to one or more Vice Presidents such
of his or
her powers and duties at such times and in such manner as he or
she may deem
advisable, shall be a signatory on all Annual and Semi-Annual
Reports as may
be sent to Shareholders, and shall perform such other duties as
the Trustees
may from time to time prescribe.
SECTION 6.7. The President. The President shall perform such
duties as the
Trustees and the Chairman may from time to time prescribe and
shall, in the
absence or disability of the Chairman, exercise the powers and
perform the
duties of the Chairman. The President shall be authorized to
delegate to one
or more Vice Presidents such of his or her powers and duties at
such times
and in such manner as he or she may deem advisable.
SECTION 6.8. The Vice Presidents. The Vice Presidents shall be
of such
number and shall have such titles as may be determined from time
to time by
the Trustees. The Vice President, or, if there shall be more than
one, the
Vice Presidents in such order as may be determined from time to
time by the
Trustees or the Chairman, shall, in the absence or disability of
the
President, exercise the powers and perform the duties of the
President, and
shall perform such other duties as the Trustees or the Chairman
may from time
to time prescribe.
SECTION 6.9. The Assistant Vice Presidents. The Assistant Vice
President,
or, if there shall be more than one, the Assistant Vice Presidents
in such
order as may be determined from time to time by the Trustees or
the Chairman,
shall perform such duties and have such powers as may be assigned
them from
time to time by the Trustees or the Chairman.
SECTION 6.10. The Secretary. The Secretary shall attend all
meetings of
the Trustees and all meetings of the Shareholders and record all
the
proceedings of the meetings of the Shareholders and of the
Trustees in a book
to be kept for that purpose, and shall perform like duties for the
standing
committees when required. He or she shall give, or cause to be
given, notice
of all meetings of the Shareholders and special meetings of the
Trustees, and
shall perform such other duties and have such powers as the
Trustees or the
Chairman may from time to time prescribe. He or she shall keep in
safe
custody the seal of the Trust and affix or cause the same to be
affixed to
any instrument requiring it, and, when so affixed, it shall be
attested by
his or her signature or by the signature of an Assistant
Secretary.
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SECTION 6.11. The Assistant Secretaries. The Assistant
Secretary, or, if
there shall be more than one, the Assistant Secretaries in such
order as may
be determined from time to time by the Trustees or the Chairman,
shall, in
the absence or disability of the Secretary, perform the duties and
exercise
the powers of the Secretary and shall perform such duties and have
such other
powers as the Trustees or the Chairman may from time to time
prescribe.
SECTION 6.12. The Treasurer. The Treasurer shall be the chief
financial
officer of the Trust. He or she shall keep or cause to be kept
full and
accurate accounts of receipts and disbursements in books belonging
to the
Trust, and he or she shall render to the Trustees and the
Chairman, whenever
any of them require it, an account of his or her transactions as
Treasurer
and of the financial condition of the Trust, and he or she shall
perform such
other duties as the Trustees or the Chairman may from time to time
prescribe.
SECTION 6.13. The Assistant Treasurers. The Assistant
Treasurer, or, if
there shall be more than one, the Assistant Treasurers in such
order as may
be determined from time to time by the Trustees or the Chairman,
shall, in
the absence or disability of the Treasurer, perform the duties and
exercise
the powers of the Treasurer and shall perform such other duties
and have such
other powers as the Trustees or the Chairman may from time to time
prescribe.
SECTION 6.14. Delegation of Duties. Whenever an officer is
absent or
disabled, or whenever for any reason the Trustees may deem it
desirable, the
Trustees may delegate the powers and duties of an officer or
officers to any
other officer or officers or to any Trustee or Trustees.
ARTICLE VII
DIVIDENDS AND DISTRIBUTIONS
Subject to any applicable provisions of law and the
Declaration, dividends
and distributions upon the Shares may be declared at such
intervals as the
Trustees may determine, in cash, in securities or other property,
or in
Shares, from any sources permitted by law, all as the Trustees
shall from
time to time determine.
Inasmuch as the computation of net income and net profits from
the sales
of securities or other properties for federal income tax purposes
may vary
from the computation thereof on the records of the Trust, the
Trustees shall
have power, in their discretion, to distribute as income dividends
and as
capital gain distributions, respectively, amounts sufficient to
enable the
Trust to avoid or reduce liability for federal income taxes.
ARTICLE VIII
CERTIFICATES OF SHARES
SECTION 8.1. Certificates of Shares. Certificates for Shares of
the Trust
shall be in such form and of such design as the Trustees shall
approve,
subject to the right of the Trustees to change such form and
design at any
time or from time to time, and shall be entered in the records of
the Trust
as they are issued. Each such certificate shall bear a
distinguishing number;
shall exhibit the holder's name and certify the number of full
Shares owned
by such holder; shall be signed by or in the name of the Trust by
the
President, or a Vice President, and countersigned by the Secretary
or an
Assistant Secretary or the Treasurer and an Assistant Treasurer of
the Trust;
shall be sealed with the seal; and shall contain such recitals as
may be
required by law. Where any certificate is signed by a Transfer
Agent or by a
Registrar, the signature of such officers and the seal may be
facsimile,
printed or engraved. The Trust may, at its option, determine not
to issue a
certificate or certificates to evidence Shares owned of record by
any
Shareholder.
In case any officer or officers who shall have signed, or whose
facsimile
signature or signatures shall appear on, any such certificate or
certificates
shall cease to be such officer or officers of the Trust, whether
because of
death, resignation or otherwise, before such certificate or
certificates
shall have been delivered by the Trust, such certificate or
certificates
shall, nevertheless, be adopted by the Trust and be issued and
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delivered as though the person or persons who signed such
certificate or
certificates or whose facsimile signature or signatures shall
appear therein
had not ceased to be such officer or officers of the Trust.
No certificate shall be issued for any share until such share
is fully
paid.
SECTION 8.2. Lost, Stolen, Destroyed and Mutilated
Certificates. The
Trustees may direct a new certificate or certificates to be issued
in place
of any certificate or certificates theretofore issued by the Trust
alleged to
have been lost, stolen or destroyed, upon satisfactory proof of
such loss,
theft, or destruction; and the Trustees may, in their discretion,
require the
owner of the lost, stolen or destroyed certificate, or his legal
representative, to give to the Trust and to such Registrar,
Transfer Agent
and/or Transfer Clerk as may be authorized or required to
countersign such
new certificate or certificates, a bond in such sum and of such
type as they
may direct, and with such surety or sureties, as they may direct,
as
indemnity against any claim that may be against them or any of
them on
account of or in connection with the alleged loss, theft or
destruction of
any such certificate.
ARTICLE IX
CUSTODIAN
SECTION 9.1. Appointment and Duties. The Trust shall at times
employ a
bank or trust company having capital, surplus and undivided
profits of at
least five million dollars ($5,000,000) as custodian with
authority as its
agent, but subject to such restrictions, limitations and other
requirements,
if any, as may be contained in these By-Laws and the 1940 Act:
(1) to receive and hold the securities owned by the Trust and
deliver
the same upon written or electronically transmitted order;
(2) to receive and receipt for any moneys due to the Trust
and deposit
the same in its own banking department or elsewhere as the
Trustees may
direct;
(3) to disburse such funds upon orders or vouchers;
all upon such basis of compensation as may be agreed upon between
the
Trustees and the custodian. If so directed by a Majority
Shareholder Vote,
the custodian shall deliver and pay over all property of the Trust
held by it
as specified in such vote.
The Trustees may also authorize the custodian to employ one or
more
sub-custodians from time to time to perform such of the acts and
services of
the custodian and upon such terms and conditions as may be agreed
upon
between the custodian and such sub-custodian and approved by the
Trustees.
SECTION 9.2. Central Certificate System. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees
may direct
the custodian to deposit all or any part of the securities owned
by the Trust
in a system for the central handling of securities established by
a national
securities exchange or a national securities association
registered with the
Commission under the Securities Exchange Act of 1934, or such
other person as
may be permitted by the Commission, or otherwise in accordance
with the 1940
Act, pursuant to which system all securities of any particular
class or
series of any issuer deposited within the system are treated as
fungible and
may be transferred or pledged by bookkeeping entry without
physical delivery
of such securities, provided that all such deposits shall be
subject to
withdrawal only upon the order of the Trust.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice of the time, place or purpose of any
meeting of
Shareholders, Trustees, or of any committee is required to be
given in
accordance with law or under the provisions of the Declaration or
these
By-Laws, a waiver thereof in writing, signed by the person or
persons
entitled to such notice and filed with the records of the meeting,
whether
before or after the holding thereof, or actual attendance at the
meeting of
shareholders, Trustees or committee, as the case may be, in
person, shall be
deemed equivalent to the giving of such notice to such person.
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ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Location of Books and Records. The books and
records of the
Trust may be kept outside the Commonwealth of Massachusetts at
such place or
places as the Trustees may from time to time determine, except as
otherwise
required by law.
SECTION 11.2. Record Date. The Trustees may fix in advance a
date as the
record date for the purpose of determining the Shareholders
entitled to (i)
receive notice of, or to vote at, any meeting of Shareholders, or
(ii)
receive payment of any dividend or the allotment of any rights, or
in order
to make a determination of Shareholders for any other proper
purpose. The
record date, in any case, shall not be more than one hundred
eighty (180)
days, and in the case of a meeting of Shareholders not less than
ten (10)
days, prior to the date on which such meeting is to be held or the
date on
which such other particular action requiring determination of
Shareholders is
to be taken, as the case may be. In the case of a meeting of
Shareholders,
the meeting date set forth in the notice to Shareholders
accompanying the
proxy statement shall be the date used for purposes of calculating
the 180
day or 10 day period, and any adjourned meeting may be reconvened
without a
change in record date. In lieu of fixing a record date, the
Trustees may
provide that the transfer books shall be closed for a stated
period but not
to exceed, in any case, twenty (20) days. If the transfer books
are closed
for the purpose of determining Shareholders entitled to notice of
a vote at a
meeting of Shareholders, such books shall be closed for at least
ten (10)
days immediately preceding the meeting.
SECTION 11.3. Seal. The Trustees shall adopt a seal, which
shall be in
such form and shall have such inscription thereon as the Trustees
may from
time to time provide. The seal of the Trust may be affixed to any
document,
and the seal and its attestation may be lithographed, engraved or
otherwise
printed on any document with the same force and effect as if it
had been
imprinted and attested manually in the same manner and with the
same effect
as if done by a Massachusetts business corporation under
Massachusetts law.
SECTION 11.4. Fiscal Year. The fiscal year of the Trust shall
end on such
date as the Trustees may by resolution specify, and the Trustees
may by
resolution change such date for future fiscal years at any time
and from time
to time.
SECTION 11.5. Orders for Payment of Money. All orders or
instructions for
the payment of money of the Trust, and all notes or other
evidences of
indebtedness issued in the name of the Trust, shall be signed by
such officer
or officers or such other person or persons as the Trustees may
from time to
time designate, or as may be specified in or pursuant to the
agreement
between the Trust and the bank or trust company appointed as
Custodian of the
securities and funds of the Trust.
ARTICLE XII
COMPLIANCE WITH FEDERAL REGULATIONS
The Trustees are hereby empowered to take such action as they
may deem to
be necessary, desirable or appropriate so that the Trust is or
shall be in
compliance with any federal or state statute, rule or regulation
with which
compliance by the Trust is required.
ARTICLE XIII
AMENDMENTS
These By-Laws may be amended, altered, or repealed, or new By-
Laws may be
adopted, (a) by a Majority Shareholder Vote, or (b) by the
Trustees;
provided, however, that no By-Law may be amended, adopted or
repealed by the
Trustees if such amendment, adoption or repeal requires, pursuant
to law, the
Declaration, or these By-Laws, a vote of the Shareholders. The
Trustees shall
in no event adopt By-Laws which are in conflict with the
Declaration, and any
apparent inconsistency shall be construed in favor of the related
provisions
in the Declaration.
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ARTICLE XIV
DECLARATION OF TRUST
The Declaration of Trust establishing Morgan Stanley Dean
Witter High
Income Advantage Trust II, dated July 7, 1988, a copy of which,
together with
all amendments thereto, is on file in the office of the Secretary
of the
Commonwealth of Massachusetts, provides that the name Morgan
Stanley Dean
Witter High Income Advantage Trust II refers to the Trustees under
the
Declaration collectively as Trustees, but not as individuals or
personally;
and no Trustee, Shareholder, officer, employee or agent of Morgan
Stanley
Dean Witter High Income Advantage Trust II shall be held to any
personal
liability, nor shall resort be had to their private property for
the
satisfaction of any obligation or claim or otherwise, in
connection with the
affairs of said Morgan Stanley Dean Witter High Income Advantage
Trust II,
but the Trust Estate only shall be liable.
11
To the Shareholders and Board of Directors of
XYZ Fund
(2) Report of
Independent Accountants
To the Shareholders and Trustees of
Morgan Stanley Dean Witter High Income Advantage Trust II
In planning and performing our audit of the financial
statements of Morgan Stanley Dean Witter High Income
Advantage Trust II (the "Fund"), formerly High
Income Advantage Trust II, for the year ended
July 31, 1999, we considered its internal
control, including control activities for
safeguarding securities, in order to determine
our auditing procedures for the purpose of
expressing our opinion on the financial
statements and to comply with the requirements
of Form N-SAR, not to provide assurance on
internal control.
The management of the Fund is responsible for
establishing and maintaining internal control.
In fulfilling this responsibility, estimates and
judgments by management are required to assess
the expected benefits and related costs of
controls. Generally, controls that are relevant
to an audit pertain to the entity's objective of
preparing financial statements for external
purposes that are fairly presented in conformity
with generally accepted accounting principles.
Those controls include the safeguarding of
assets against unauthorized acquisition, use or
disposition.
Because of inherent limitations in internal
control, errors or fraud may occur and not be
detected. Also, projection of any evaluation of
internal control to future periods is subject to
the risk that it may become inadequate because
of changes in conditions or that the
effectiveness of the design and operation may
deteriorate.
Our consideration of internal control would not
necessarily disclose all matters in internal
control that might be material weaknesses under
standards established by the American Institute
of Certified Public Accountants. A material
weakness is a condition in which the design or
operation of one or more of the internal control
components does not reduce to a relatively low
level the risk that misstatements caused by
error or fraud in amounts that would be material
in relation to the financial statements being
audited may occur and not be detected within a
timely period by employees in the normal course
of performing their assigned functions.
However, we noted no matters involving internal
control and its operation, including controls
for safeguarding securities, that we consider to
be material weaknesses as defined above as of
July 31, 1999.
This report is intended solely for the
information and use of management and the
Trustees of the Fund and the Securities and
Exchange Commission and is not intended to be
and should not be used by anyone other than
these specified parties.
Pricewaterhous
eCoopers LLP
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99
Item 77Q2 Exhibit
Fund: Morgan Stanley Dean Witter High Income Advantage
Trust II
Section 16(a) Beneficial Ownership Reporting Compliance
The following persons are "reporting persons" under Section
16 of the Securities Exchange Act of 1934 and had not
previously filed an "Initial Statement of Beneficial
Ownership of Securities" on Form 3:
Mitchell M. Merin
Ronald E. Robison
Joseph J. McAlinden
Charles A. Fiumefreddo
Edwin J. Garn
Manuel H. Johnson
Michael E. Nugent
Wayne E. Hedien
Barry Fink
Thomas F. Caloia
Peter M. Avelar
Morgan Stanley Dean Witter Advisors Inc.
None of the above reporting persons has ever held any shares
of the Trust.
