This announcement is not an offer to purchase or a solicitation of an offer to sell Common Shares. The Offer is
made only by the Offer to Purchase dated September 19, 1997 and the related Letter of Transmittal. The Offer
is not being made to, nor will tenders be accepted from or on behalf of, holders of Common Shares in any
jurisdiction in which making or accepting the Offer would violate that jurisdiction's laws.
VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST
NOTICE OF OFFER TO PURCHASE
45,045,792 OF ITS ISSUED AND OUTSTANDING COMMON SHARES
AT NET ASSET VALUE PER COMMON SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT EASTERN
TIME ON FRIDAY, OCTOBER 17, 1997, UNLESS THE OFFER IS EXTENDED.
Van Kampen American Capital Prime Rate Income Trust (the "Trust") is offering to purchase 45,045,792 of its
issued and outstanding common shares of beneficial interest, par value of $.01 per share ("Common Shares"), at
a price equal to their net asset value ("NAV") determined as of 5:00 pm Eastern Standard Time on Friday,
October 17, 1997, the Expiration Date, unless extended, upon the terms and conditions set forth in the Offer to
Purchase dated September 19, 1997 and the related Letter of Transmittal (which together constitute the "Offer").
An "Early Withdrawal Charge" will be imposed on most Common Shares accepted for payment that have been
held for less than five years. The NAV on September 12, 1997 was $9.96 per Common Share. The purpose of
the Offer is to provide liquidity to shareholders since the Trust is unaware of any secondary market which exists
for the Common Shares. The Offer is not conditioned upon the tender of any minimum number of Common
Shares, but is subject to certain conditions as set forth in the Offer.
If more than 45,045,792 Common Shares are duly tendered prior to the expiration of the Offer, the Trust
presently intends to, assuming no changes in the factors originally considered by the Board of Trustees when it