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EXHIBIT (a)(3)(iii)
[VAN KAMPEN LETTERHEAD]
September 15, 2000
RE: VAN KAMPEN 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 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 forty-fourth consecutive
quarterly tender offer commencing today, September 15, 2000, for the purpose of
attempting to provide 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 95,753,390 its 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 Time on the expiration date of the offer. The offer is
scheduled, to terminate as of 12:00 Midnight Eastern Time on October 13, 2000,
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 15, 2000, 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's Investor Services Department at 1-800-421-5666.
Sincerely,
VAN KAMPEN FUNDS INC.
44 PRT003-09/00
