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EXHIBIT B
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:
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 Section 15 (uu) of Part I of the Certificate of
Vote is hereby amended to read as follows:
"Moody's Discount Factor" shall mean, for purposes of calculating the
Discounted Value of any Moody's Eligible Asset, the percentage
determined by reference to the rating on such asset and the Moody's
Exposure Period (currently 53 days) 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 114% 119% 124% 130% 141% 151% 260%
2 Years 121% 126% 132% 138% 149% 161% 260%
3 Years 126% 132% 138% 144% 156% 168% 260%
4 Years 132% 138% 145% 151% 163% 176% 260%
5 Years 130% 144% 151% 157% 170% 184% 260%
7 Years 147% 154% 161% 168% 182% 196% 260%
10 Years 155% 163% 170% 177% 192% 207% 260%
15 Years 162% 169% 177% 185% 200% 216% 260%
20 Years 169% 177% 185% 194% 210% 226% 260%
30 Years 171% 179% 187% 195% 211% 228% 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 83 shall be deemed to be Caa
rated securities for purposes of determining the applicable Moody's
Discount Factor.
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b. The first sentence of Section 75 (vv) of Part I of the Certificate of
Vote is hereby amended as follows:
"Moody's Eligible Assets" shall mean 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 83;
(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;
(5) the cash flow from the collateral must be controlled by the
indenture trustee; (6) for debt securities rated Ba1 and below, no
more than 10% of the original amount of such issue may constitute
Moody's Eligible Assets; (7) for the purposes of Moody's hedging
transactions which are cross hedges, FHLMC Certificates, FNMA
Certificates and GNMA Certificates will constitute Moody's Eligible
Assets (but shall not be included in the calculation of the APS Basic
Maintenance Amount); and (8) such security 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 1934,
as amended. Debt securities which are issued in connection with a
reorganization under federal bankruptcy law shall not constitute
Moody's Eligible Assets.
c. The first sentence of Section 15 (rrr) of Part I of the Certificate of
Vote is hereby amended to read as follows:
"S&P Eligible Assets" means cash or any of the Fund's portfolio
securities which are corporate bonds, preferred stocks or money market
instruments; provided that no portfolio securities that are corporate
debt securities will not be included in the calculation of the
Discounted Value of the Fund's portfolio for purposes of S&P rating of
the APS 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.
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IN WITNESS WHEREOF, the undersigned has caused this Certificate of Vote to be
executed as of July 23, 1999.
/s/ Weston B. Wetherell
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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 II.
Before me,
/s/ Susan Pittner
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Notary Public
My commission expires: 2/23/02
