[VAN KAMPEN AMERICAN CAPITAL LETTERHEAD]
September 13, 1996
RE: VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST
Commencement of Tender Offer
To Our Dealer Friends:
As you may be aware, it is the policy of the Board of Trustees of Van Kampen American Capital Prime Rate
Income Trust, formerly known as Van Kampen Merritt Prime Rate Income Trust, to consider on a quarterly
basis whether to make a tender offer for common shares of the Trust. We are pleased to announce that the
Board has authorized the Trust's twenty-eighth consecutive quarterly tender offer commencing today, September
13, 1996, for the purpose of providing liquidity to its shareholders. The commencement of the tender offer was
announced in the Wall Street Journal today.
The Trust is offering to purchase up to 35,135,735 of its common shares (approximately 7% of its issued and
outstanding common shares) at a price equal to the net asset value per common share of the Trust determined as
of 5:00 P.M. Eastern Standard time on the Expiration Date of the Offer. The Offer is scheduled to terminate as of
12:00 Midnight Eastern Standard time on October 11, 1996, the expiration date of the offer (unless extended).
An "Early Withdrawal Charge" will be imposed on most common shares accepted for payment that have been
held for less than five years.
Terms and conditions of the tender offer are contained in the Trust's Offer to Purchase dated September 13,
1996, and the related Letter of Transmittal, copies of which are available to you upon request.
Should you have any questions regarding the tender offer, please contact Van Kampen American Capital's
Investment Services Department at 1-800-421-5666.
VAN KAMPEN AMERICAN CAPITAL