<PAGE> 1
Exhibit B
ARTICLES OF AMENDMENT TO
THE CERTIFICATE OF VOTE OF TRUSTEES
ESTABLISHING PREFERRED SHARES OF
VAN KAMPEN HIGH INCOME TRUST
Pursuant to the provisions of the Declaration of Trust of Van Kampen High
Income Trust (the "Trust") and pursuant to the provisions of the Certificate of
Vote of Trustees Establishing Preferred Shares of the Fund (the "Certificate of
Vote"), the following amendments to the Certificate of Vote have been duly
adopted and approved by a majority of the Trustees of the Trust.
a. The first paragraph of the definition of "Moody's Discount Factor" in
Part I, Section 1 of the Certificate of Vote is amended to read as
follows:
"Moody's Discount Factor" means, for purposes of calculating the
Discounted Value of any Moody's Eligible Asset that is a corporate
debt security, the percentage determined by reference to the rating
on such asset (which is based upon an exposure period of 36 Business
Days) with reference to the remaining term to maturity of such asset,
in accordance with the table set forth below:
Moody's Discount Factors - Debt Securities
Rating Category*
Remaining Maturity Aaa Aa A Baa Ba B** Caa
1 Year 113% 118% 124% 129% 140% 150% 260%
2 Years 119% 125% 131% 136% 148% 159% 260%
3 Years 124% 130% 136% 142% 154% 166% 260%
4 Years 130% 137% 143% 149% 161% 174% 260%
5 Years 136% 142% 149% 155% 168% 181% 260%
7 Years 145% 151% 158% 165% 179% 193% 260%
10 Years 152% 159% 166% 174% 188% 202% 260%
15 Years 158% 165% 173% 180% 195% 210% 260%
20 Years 165% 173% 181% 189% 205% 220% 260%
30 Years 166% 174% 182% 190% 206% 222% 260%
* In the case of debt securities exempted from registration pursuant
to Rule 144A under the Securities Act of 1933, as amended, the
percentage listed in the table shall be multiplied by a factor of 1.3.
** Senior debt securities of an issuer rated B3 shall be deemed to be
Caa rated securities for purposes of determining the applicable
Moody's Discount Factor.
<PAGE> 2
b. The first sentence of the definition of "Moody's Eligible Assets" in
Part I, Section 1 of the Certificate of Vote is amended to read as
follows:
"Moody's Eligible Assets" means cash or any of the Fund's portfolio
securities; provided that no portfolio security that is a debt
security shall be deemed to be a Moody's Eligible Asset unless
(1) such security is rated Caa or higher by Moody's; (2) the senior
unsecured rating of the issuer's corporate bonds is higher than B3;
(3) such security provides for the periodic payment of interest in
cash in U.S. dollars; (4) such security does not provide for
conversion or exchange into equity capital at any time over its life;
and (5) such security has been registered under the Securities Act of
1934, as amended, or has been exempted from such registration
pursuant to Rule 144A under the Securities Act of 1934, as amended.
c. The first sentence of the definition of "S&P Eligible Assets" in
Part I, Section 1 of the Certificate of Vote is amended to read as
follows:
"S&P Eligible Assets" means cash or any of the Fund's portfolio
securities; provided that no portfolio debt security shall be deemed
to be an S&P Eligible Asset unless there exist publicly available
financial statements for the issuer of such security and unless such
security (a) is rated CCC or higher by S&P, (b) provides for the
periodic payment of interest thereon in cash, (c) does not provide
for conversion or exchange into equity capital at any time over its
life, (d) has been registered under the Securities Act of 1933, as
amended, or has been exempted from such registration pursuant to
Rule 144A under the Securities Act of 1933, as amended, (e) has not
had notice given in respect thereof that any such corporate debt
obligation is subject of an offer by the issuer thereof of exchange or
tender for cash, securities or any other type of consideration (except
that corporate debt obligations in an amount not exceeding 10% of the
value of the Fund's portfolio at any time shall not be subject to the
provisions of this clause (e)) and (f) has a remaining term to
maturity of less than 30 years.
<PAGE> 3
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Vote to be
executed as of July 23, 1999.
/s/ Weston B. Wetherell
-------------------------------------
Weston B. Wetherell
Assistant Secretary
State of Illinois )
) ss
County of DuPage )
Then personally appeared before me Weston B. Wetherell, who acknowledged the
foregoing instrument to be his free act and deed and the free act and deed in
his capacity as Secretary of Van Kampen High Income Trust.
Before me,
/s/ Susan Pittner
----------------------------------
Notary Public
My commission expires: 2/23/02
----------------------------------
