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EXHIBIT C
ARTICLES OF AMENDMENT TO
THE CERTIFICATE OF VOTE OF TRUSTEES
ESTABLISHING PREFERRED SHARES OF
VAN KAMPEN HIGH INCOME TRUST II
(Van Kampen High Income Trust II, a Massachusetts business trust (the
"Fund") certifies to the Secretary of State of the Commonwealth of Massachusetts
as follows
FIRST: On 0c:tober 8, 1998, the Board of Trustees, pursuant to the
provisions of Article VI of the Amended and Restated Declaration of Trust (the
"Declaration of Trust") of the Fund and Section 5 of Part I and Section 7 of
Part II of the Certificate of Vote of Trustees Establishing Preferred Shares
(the "Certificate of Vote") of the Fund, authorized and declared a 2-for-l split
of the preferred shares of beneficial interest of the Fund, par value $.01 per
share, liquidation preference $50,000 per share, designated Auction Preferred
Shares (the "APS"). The stock split is to be effected by means of a division of
each outstanding share of APS into two preferred shares of beneficial interest,
par value $.01 per share, liquidation preference $25,000 per share.
SECOND: Pursuant to the provisions of Article VI of the Declaration of
Trust and Section 5 of Part I and Section 7 of Part II of 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 Fund.
a. The first paragraph of the vote establishing a class of preferred
shares of beneficial interest is hereby amended by replacing such
paragraph with the folio wing:
First: Pursuant to authority expressly vested in the Board of Trustees
of the Fund by Article VI of its Declaration of Trust (which, as
amended or restated from time to time is, together with this
Certificate of Vote, herein called the "Declaration of Trust"), the
Board of Trustees hereby authorizes the issuance of a class of 1,800
shares of its authorized preferred shares of beneficial interest, par
value $.O1 per share ("Preferred Shares"), liquidation preference of
$25,000 per share, designated Auction Preferred Shares ("APS").
b. The first paragraph under the heading "DESIGNATION" of the Certificate
of Vote is hereby amended by replacing such paragraph with the
following paragraph.
APS: Preferred shares of beneficial interest are hereby designated
"Auction Preferred Shares" (hereinafter, "APS"). Each share of APS
shall be issued on November 18, 1992; have an Applicable Rate for its
Initial Dividend Period (which period shall continue to and including
Wednesday, December 16, 1992) equal to 3.40% per annum; have an
Initial Dividend Payment Date of Thursday, December 17, 1992; and have
such other preferences, limitations and relative voting rights, in
addition to those required by applicable law or set forth in the
Declaration of Trust applicable to preferred shares of beneficial
interest of the Fund, as are set forth in Part I and Part II of this
Certificate of Vote. The APS shall constitute a separate series of
Preferred Shares of beneficial interest of the Fund, and each share of
APS shall be identical except as provided in Section 3 of Part I of
this Certificate of Vote.
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c. Section 2 (c)(ii) of Part I of the Certificate of Vote is hereby
amended to replace such section with the following:
The amount of dividends per share payable on the APS on any date on
which dividends shall be payable on the APS shall be computed by
multiplying the Applicable Rate in effect for such Dividend Period or
Dividend Periods or part thereof for which dividends have not been
paid by a fraction, the numerator of which shall be the number of days
in such Dividend Period or Dividend Periods or part thereof and the
denominator of which shall be 365 if such Dividend Period is a Rate
Period, or is contained in a Rate Period, of less that one year and
360 for all other Rate Periods, and applying the rate obtained against
$25,000.
d. Section 3 (a)(i) of Part I of the Certificate of Vote is hereby
amended to replace such section with the following:
After the Initial Dividend Period with respect to any series of APS
and upon giving a Notice of Redemption, as provided below, the Fund at
its option may redeem shares of any series of APS, in whole or in
part, on the second Business Day next preceding any Dividend Payment
Date applicable to those shares of APS called for redemption, out of
funds legally available therefor, at the Optional Redemption Price;
provided that during a Special Dividend Period of 365 days or more no
share of APS will be subject to optional redemption during any
Non-Call Period; provided, that shares of any series of APS may not be
redeemed in part of any such partial redemption fewer than 500 shares
of such series remain outstanding.
e. Section 5 (g) of Part I of the Certificate of Vote is hereby amended
to replace such slsction with the following:
Right to Vote with Respect to Certain Other Matters. If the Fund
has more than one series of APS outstanding, the affirmative vote of
the holders of a majority (unless a higher percentage vote is required
under the Declaration of Trust or under this Certificate of Vote) of
the outstanding shares of each series of APS, each voting as a
separate class, is required with respect to any matter that materially
affects the series in a manner different from that of other series of
classes of the Fund's shares, including without limitation any
proposal to do the following: (I) increase or decrease the aggregate
number of authorized shares of the series; (2) effect any exchange,
reclassification, or cancellation of all or part of the shares of the
series; (3) effect an exchange, or create a right of exchange, of all
or any part of the shares of the series; (4) change the rights or
preferences of the shares of the series; (5) change the shares of the
series, whether with or without par value, of the same or another
class or series; (6) create a new class or series of shares having
rights and preferences prior and superior to the shares of the series,
or increase the rights and preferences or the number of authorized
shares of a series having rights and preferences prior or superior to
the shares of the series; or (7) cancel or otherwise affect
distributions on the shares of the series that have accrued but have
not been declared. To the extent that the interest of a series of APS
affected by a matter are substantially identical to the interests of
another series of APS affected by such matter (e.g., a vote of
shareholders required under Section 13(a) of the 1940 Act), each such
series shall vote together collectively as one class. The vote of
holders of each series of APS described above will in each case be in
addition to a separate vote of the requisite percentage of Common
Shares and APS necessary to authorize the action in question.
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f. Section 6 (a) of Part I of the Certificate of Vote is hereby amended
to replace such section with the following:
Upon the dissolution, liquidation or winding up of the affairs of the
Fund, whether voluntary or involuntary, the Holders of the APS then
outstanding shall be entitled to receive and to be paid out of the
assets of the Fund available for distribution to its shareholders,
before any payment or distribution shall be made on the Common Shares
or on any other class of shares of the Fund ranking junior to the APS
upon dissolution, liquidation or winding up, an amount equal to the
liquidation preference with respect to such shares. The liquidation
preference for the APS shall be $25,000 per share, plus an amount
equal to all dividends thereon (whether or not earned or declared)
accumulated but unpaid to the date of final distribution in same-day
funds, together with any payments required to be made pursuant to
Section I2 in connection with the liquidation of the Fund.
g. Section 15 (r) of Part I of the Certificate of Vote is hereby amended
to replace such section with the following:
"APS 13asic Maintenance Amount," as of any Valuation Date, shall mean
the dollar amount equal to the sum of (i)(A) the product of the number
of APS Outstanding on such date multiplied by $25,000; (B) the
aggregate amount of dividends that will have accumulated at the
Applicable Rate (whether or not earned: or declared) to (but not
including) the first respective Dividend Payment Dates for each of the
APS Outstanding that follow such Valuation Date; (C) the amount equal
to the Projected Dividend Amount (based on the number of APS
Outstanding on such date); (D) the amount of anticipated expenses of
the Fund for the 90 days subsequent to such Valuation Date; (E) the
amount of the Fund's Maximum Potential Additional Dividend Liability
as of such Valuation Date; (F) the amount of any premium payable
pursuant to a Premium Call Period; and (G) any current liabilities as
of such Valuation Date to the extent not reflected in any of (i)(A)
through (i)(F) (including, without limitation, any amounts described
in Section 13 of Part I as required to be treated as liabilities in
connection with the Fund's transactions in futures and options and
including any payables for municipal securities purchased as of such
Valuation Date) less (ii) either (A) the face value of any of the
Fund's assets irrevocably deposited by the Fund for the payment of any
of (i)(A) thorough (i)(G) if such assets mature within the Moody's
Exposure Period and are either securities issued or guaranteed by the
United States Government or have a rating assigned by Moody's of P-1,
VMIG-1 or MIG-1 (or, with respect to S&P, SP-1+ or A-1+) or (B) the
Discounted Value of such assets. For purposes of the APS Basic
Maintenance Amount in connection with S&P's ratings of the APS, with
respect to any transactions by the Fund in futures contracts, the Fund
shall include as liabilities (i) 30% of the aggregate settlement
value, as marked to market, of any outstanding futures contracts based
on the Municipal Index which are owned by the Fund plus (ii) 25% of
the aggregate settlement value, as marked to market, of any
outstanding futures contracts based on Treasury Bonds which contracts
are owned by the Fund. For purposes of the APS Basic Maintenance
Amount in connections with Moody's rating of the APS, with respect to
any transactions by the Fund in securities options, the Fund shall
include as liabilities (i) 10% of the exercise price of a call option
written by the Fund and (ii) the exercise price of any written put
option.
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h. Section 15 (00) of Part I of the Certificate of Vote is hereby amended
to replace such section with the following:
"Mandatory Redemption Price" means $25,000 per share of APS plus an
amount equal to accumulated but unpaid dividends thereon to the date
fixed for redemption (whether or not earned or declared).
i. Section 15 (eee) of Part I of the Certificate of Vote is hereby
amended to replace such section with the following:
"Optional Redemption Price" shall mean (i) $25,000 per share of APS in
the case of a six-month Dividend Period or a Special Dividend Period
of less than 365 days or (ii) with respect to a Special Dividend
Period of 365 days or more the Optional Redemption Price set forth in
the Specific Redemption Provisions in connection therewith; in each
case plus an amount equal to accumulated but unpaid dividends thereon
to the date of redemption (whether or not earned or declared).
j. Section 15 (www) of Part I of the Certificate of Vote is hereby
amended to replace such section with the following:
"Specific Redemption Provisions" means, with respect to any Special
Dividend Period of 365 or more days, either, or any combination of,
(i) a period (a "Non-Call Period") determined by the Board of
Trustees, after consultation with the Broker-Dealers, during which the
shares subject to such Special Dividend Period are not subject to
redemption at the option of the Fund and (ii) a period (a "Premium
Call Period"), consisting of a number of whole years and determined by
the Board of Trustees, after consultation with the Broker-Dealers,
during each year of which the shares subject to such Special Dividend
Period shall be redeemable at the Fund's option at a price per share
equal to $25,000 plus accumulated but unpaid dividends plus a premium
expressed as a percentage of $25,000 as determined by the Board of
Trustees after consultation with the Broker-Dealers; provided that
during any Special Dividend Period of 365 or more days if on the date
of determination of the Applicable Rate for such APS, such Applicable
Rate equaled or exceeded the Treasury Rate, the Fund may redeem APS
without regard to any Non-Call Period or Premium Call Period at the
Mandatory Redemption Price.
