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EXHIBIT (n)(2)(ii)
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders of
Van Kampen Prime Rate Income Trust:
We have audited the statement of changes in net assets of the Van Kampen Prime
Rate Income Trust for the year ended July 31, 1999 and the financial highlights
for each of the years in the four-year period ending July 31, 1999. The
statement of changes in net assets and the financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statement of changes in net assets and
the financial highlights are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion
In our opinion, the statements of changes in net assets and the financial
highlights referred to above present fairly, in all material respects, the
results of their changes in net assets of the Van Kampen Prime Rate Income
Trust for the year ended July 31, 1999 and the financial highlights for each of
the years in the four-year period ending July 31, 1999, in conformity with
generally accepted accounting principles.
/s/ KPMG LLP
Chicago, Illinois
September 14, 1999
