[VAN KAMPEN AMERICAN CAPITAL LETTERHEAD]
December 19, 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 (the "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-ninth consecutive
quarterly tender offer commencing today, December 19, 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 37,943,144 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 January 17, 1997, 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 December 19,
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