<PAGE>
EXHIBIT (d)(2)
FORM OF DEPOSITARY AGREEMENT BETWEEN THE TRUST AND MORGAN STANLEY DEAN WITTER
TRUST FSB
<PAGE>
DEPOSITARY AGREEMENT
Date: November 6, 2000
Morgan Stanley Dean Witter Trust FSB
2 Harborside Financial Center
Plaza Two
Jersey City, NJ 07311
Attn: Jonathan Thomas
President
Gentlemen:
Morgan Stanley Dean Witter Prime Income Trust, a non-diversified, closed-end
management investment company organized as a Massachusetts business trust (the
"Trust") under the name "Allstate Prime Income Trust" is offering to purchase up
to 20,000,000 of its common shares of beneficial interest, par value $.01 per
share ("Common Shares") for cash at a price equal to their net asset value
("NAV") computed as of 4:00 P.M. New York City time on the Expiration Date, upon
the terms and conditions set forth in its Offer to Purchase dated November 15,
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies
of which together, as they may be amended from time to time, constitute the
"Offer." The "Expiration Date" for the Offer shall be 12:00 midnight, New York
City Time, on December 15, 2000, unless and until the Trust shall have extended
the period of time for which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as so
extended by the Trust, shall expire. All terms not defined herein shall have the
same meaning as in the Offer.
The Trust hereby agrees with you as follows:
1. You will act as the Depositary in connection with the Offer. In such
capacity you are authorized and directed to accept tenders of Common Shares in
accordance with the instructions received from the Trust. Tenders of Common
Shares may be made only as set forth in the Offer to Purchase, and tenders shall
be considered properly made to you only when:
(a) if such Common Shares are evidenced by certificates, certificate(s)
for such Common Shares, together with a properly completed and duly executed
Letter of Transmittal or manually executed facsimile thereof and any other
documents required by the Letter of Transmittal, are received by you on or
prior to the Expiration Date; or
(b) if such Common Shares are uncertificated, a properly completed and
duly executed Letter of Transmittal or manually executed facsimile thereof
indicating that such Common Shares are registered with you as Transfer Agent
in the name of the shareholder(s) and any other documents required by the
Letter of Transmittal, are received by you on or prior to the Expiration
Date; or
(c) if such Common Shares are uncertificated and have been tendered by
Dean Witter Reynolds Inc. ("DWR") on behalf of a shareholder, notification
is delivered by DWR to you by hand or transmitted by mail, telegram, telex,
facsimile transmission or by any other acceptable form and are received by
you on or prior to the Expiration Date, which notification, in whatever
form, contains the name of the tendering shareholder(s) and the number of
Common Shares tendered on behalf of such shareholder(s).
To be considered validly tendered, signatures on all Letters of Transmittal
must be guaranteed by an eligible guarantor acceptable to the Depositary (an
"Eligible Guarantor") (shareholders should contact the Depositary for a
determination as to whether a particular institution is an Eligible
1
<PAGE>
Guarantor), unless the Common Shares tendered thereby are tendered by a
registered holder of Common Shares who has not completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal. If the certificates are registered
in the name of a person other than the signer of the Letter of Transmittal, the
certificates must be endorsed or accompanied by appropriate authorizations, in
either case signed exactly as the name or names of the registered owner or
owners appear on the certificates, with the signatures on the certificates or
authorizations guaranteed as aforesaid and accompanied by such other
documentation as is customarily required by transfer agents under such
circumstances. Notwithstanding the foregoing provisions of this paragraph,
Common Shares that the Trust shall approve as having been properly tendered
shall be considered to be properly tendered.
You are also authorized and directed to return to any person tendering
Common Shares, in the manner described in Section 7 hereof, any certificates
representing Common Shares tendered by such person but duly withdrawn pursuant
to the Offer to Purchase. To be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be received by you within the
time period specified for withdrawal in the Offer to Purchase at your address
set forth on the back page of the Offer to Purchase. Any notice of withdrawal
must specify the name of the person having deposited the Common Shares to be
withdrawn, the number of Common Shares to be withdrawn and, if the certificates
representing such Common Shares have been delivered or otherwise identified to
you, the name of the registered holder(s) of such Common Shares as set forth in
such certificates. If the certificates have been delivered to you, then prior to
the release of such certificates the tendering stockholder must also submit the
serial numbers shown on the particular certificate evidencing such Common Shares
and the signature on the notice of withdrawal must be guaranteed by an Eligible
Guarantor. If Common Shares have been tendered pursuant to the procedures
described in subparagraph (b) above, the notice of withdrawal must specify the
name and number of the shareholder's account established with you as Transfer
Agent to be credited with the withdrawn Common Shares. If Common Shares have
been tendered on behalf of the shareholder by DWR pursuant to the procedures
described in subparagraph (c) above, a notice of withdrawal which follows the
procedures described above for uncertificated shares may be delivered by DWR.
All questions as to the form and validity (including time of receipt) of notices
of withdrawal will be determined by the Trust in its sole discretion whose
determination shall be final and binding. Any Common Shares withdrawn shall no
longer be considered to be properly tendered unless such Common Shares are
re-tendered on or prior to the Expiration Date pursuant to the Offer to
Purchase.
2. You are authorized and directed to examine any certificate representing
Common Shares, Letter of Transmittal (or facsimile thereof) and any other
document required by the Letter of Transmittal, which is delivered or mailed to
you to determine whether any tender is defective. In the event that any Letter
of Transmittal or other document has been improperly completed or executed or
any of the certificates for Common Shares are not in proper form for transfer
(as required by the aforesaid instructions) or if some other irregularity in
connection with the tender of Common Shares exists, you are authorized to advise
the tendering stockholder of the existence of the irregularity, but you are not
authorized (unless otherwise instructed by the Trust) to accept any tender of
fractional Common Shares, any tender not in accordance with the terms and
subject to the conditions set forth in the Offer, or any other tender which you
deem to be defective.
Promptly upon your determination that any tender is defective, you shall,
after consultation with and on the instruction of the Trust, use your best
efforts to notify the person tendering such Common Shares of such determination
and, if applicable, may return the certificates involved to such person in the
manner described in Section 7 hereof. The Trust shall have full discretion to
determine whether any tender is complete and proper and have the absolute right
to reject any or all tenders of any particular Common Shares determined by it
not to be in proper form and to determine whether the acceptance of or payment
for such tenders may, in the opinion of counsel for the Trust, be unlawful; it
2
<PAGE>
being specifically agreed that you shall neither have discretion nor
responsibility with respect to these determinations. The Trust also reserves the
absolute right to waive any of the conditions of the Offer or any defect or
irregularity in the tender of any particular Common Shares. The interpretation
by the Trust of the terms and conditions of the Offer to Purchase and Letter of
Transmittal shall be final and binding.
3. Any extension of the Offer, as the Trust shall determine, shall be
effective upon notice to you from the Trust given prior to the time the Offer
would otherwise have expired, and shall be promptly confirmed by the Trust in
writing. If at any time the Offer shall be terminated as permitted by the terms
thereof, the Trust shall promptly notify you of such termination.
4. At 5:00 P.M. New York City time, or as promptly as practicable
thereafter, daily or more frequently if requested as to major tally figures, you
shall advise each of the parties named below by telephone as to (i) the number
of Common Shares duly tendered; (ii) the number of Common Shares defectively
tendered; (iii) the number of Common Shares duly tendered represented by
certificates physically held by you as Transfer Agent; (iv) the number of Common
Shares tendered through DWR; (v) the number of Common Shares withdrawn on such
day; and (vi) the cumulative totals of Common Shares in categories (i) thru (v)
above through 12:00 noon on such day:
(a) Barry Fink, Esq. or
Todd Lebo, Esq.
Morgan Stanley Dean Witter Prime Income Trust
Two World Trade Center
New York, New York 10048
(212) 392-1600
(b) Mitchell M. Merin
Morgan Stanley Dean Witter Advisors Inc.
Two World Trade Center
New York, New York 10048
(212) 392-1600
You should also furnish to the above-named persons a written report
confirming the above information which has been communicated orally on the day
following such oral communication.
You shall furnish to the above-named persons and the Trust, such reasonable
information on the tendering shareholders as may be requested from time to time.
You shall furnish to the Trust, upon request, master lists of Common Shares
tendered for purchase, including an A to Z list of the tendering shareholders.
You are also authorized and directed to provide the persons listed above or
any other persons designated by such persons and approved by the Trust with such
other information relating to the Common Shares, the Offer to Purchase, and
Letters of Transmittal, as the Trust may reasonably request from time to time.
5. Letters of Transmittal, Telegrams, Telexes, Facsimile Transmissions,
Notices and Letters submitted to you pursuant to the Offer to Purchase shall be
stamped by you to indicate the date and time of the receipt thereof and these
documents, or copies thereof, shall be preserved by you for a reasonable time
not to exceed one year or the term of this Agreement, whichever is longer, and
thereafter shall be delivered by you to the Trust.
6. (a) If under the terms and conditions set forth in the Offer to
Purchase the Trust becomes obligated to accept and pay for Common Shares
tendered, upon instruction by the Trust and as promptly as practicable you
shall, subject to Section 7 hereof, deliver or cause to be delivered to the
tendering shareholders and designated payees, consistent with this Agreement and
the Letter of
3
<PAGE>
Transmittal, payment in the amount of the applicable purchase price specified in
the Offer for the Common Shares theretofore properly tendered and purchased
under the terms and conditions of the Offer. The Trust shall ensure that
sufficient funds are available to you to enable you to deliver or cause to be
delivered such payment.
(b) At such time as shall be determined by the Trust, you shall effect the
transfer of all Common Shares purchased pursuant to the Offer, in accordance
with instructions from the Trust, and deliver the certificates for such Common
Shares to the Trust.
7. If, pursuant to the terms and conditions of the Offer, the Trust does
not accept certain of the Common Shares tendered or a shareholder withdraws any
tendered Common Shares, you shall promptly return the deposited certificates, if
any, for such Common Shares and a duplicate of the Letter of Transmittal
relating to such Common Shares, together with any other required documents, to
the persons who deposited the same, without expense to such person. If a
shareholder delivers to you a certificate representing a number of Common Shares
in excess of the number of Common Shares tendered by such shareholder, you shall
promptly after the Expiration Date return to such shareholder a certificate
representing the Common Shares not tendered. Certificates, if any, for such
unpurchased Common Shares shall be forwarded by you by (i) first class mail
under a blanket surety bond protecting you and the Trust from loss or
liabilities arising out of the non-receipt or non-delivery of such Common
Shares; or (ii) registered mail insured separately for the replacement value of
such Common Shares.
8. You shall take all reasonable action as may from time to time be
requested by the Trust and you shall be reasonably compensated for such action.
9. For your services as Depositary hereunder you shall be entitled to
compensation as described in the Amended and Restated Transfer Agency and
Service Agreement between you and the Trust dated as of June 22, 1998, as
amended to date.
10. As Depositary hereunder you:
(a) shall have no duties or obligations other than those specifically
set forth herein or in Exhibits A and B hereto, or as may subsequently be
agreed to by you and the Trust;
(b) shall have no obligation to make payment for any tendered Common
Shares unless the Trust shall have provided the necessary funds to pay in
full all amounts due and payable with respect thereto;
(c) shall be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of
any certificates of the Common Shares represented thereby deposited with you
hereunder and will not be required to and will make no representations as to
the validity, value, or genuineness of the Offer;
(d) shall not be obligated to take any legal action hereunder and where
the taking of such action might in your judgment involve any expense or
liability you shall not act unless you shall have been furnished with an
indemnity reasonably satisfactory to you;
(e) may rely on and shall be protected in acting upon any certificate,
instrument, opinion, notice, letter, telegram, or other document or security
delivered to you and believed by you to be genuine and to have been signed
by the proper party or parties;
(f) may rely on and shall be protected in acting upon the written and
oral instructions, with respect to any matter relating to your actions as
Depositary specifically covered by this Agreement (or supplementing or
qualifying any such actions), of officers of the Trust;
(g) may consult counsel satisfactory to you, including your in-house
counsel, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action
4
<PAGE>
taken, suffered, or omitted by you hereunder in good faith and in accordance
with the opinion of such counsel;
(h) shall not be called upon at any time to, and shall not, advise any
person tendering pursuant to the Offer as to the wisdom of making such
tender or as to the market value of any security tendered thereunder; and
(i) are not authorized, and shall have no obligation, to pay any
brokers, dealers, or soliciting fees to any person.
11. The Trust covenants to indemnify and hold you harmless against any loss,
liability, or expense (including any loss, liability, or expense incurred for
submitting for transfer Common Shares tendered without a signature guarantee
pursuant to the Letter of Transmittal and including the reasonable fees and
expenses of your counsel) incurred without negligence or bad faith on your part
arising out of or in connection with the administration of your duties
hereunder, including the costs and expenses of defending yourself against any
claim or liability in the premises. In no case shall the Trust be liable under
this indemnity with respect to any claim against you unless the Trust shall be
notified by you, by letter or by telex confirmed by letter, of the written
assertion of a claim against you or of any action commenced against you,
promptly after you shall have been served with the summons, or other first legal
process giving information as to the nature and basis of the claim, but failure
to so notify the Trust shall not release the Trust of any liability which it may
otherwise have on account of this Agreement. The Trust shall be entitled to
participate at its own expense in the defense of any suit brought to enforce any
such claim.
12. Unless terminated earlier by the parties hereto, this Agreement shall
terminate upon conclusion of the Offer.
13. The instructions contained herein may be modified or supplemented by the
Trust or by an officer thereof authorized to give any notice, approval, or
waiver on its behalf. In the event that any claim of inconsistency between this
Agreement and the terms of the Offer arise, as they may from time to time be
amended, the terms of the Offer shall control, except with respect to the
duties, liabilities and indemnification of you as Depositary which shall be
controlled by the terms of this Agreement.
14. If any provision of this Agreement shall be held illegal, invalid, or
unenforceable by any court, this Agreement shall be construed and enforced as if
such provision had not been contained herein and shall be deemed an Agreement
among us to the full extent permitted by applicable law.
15. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, and shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto; provided that this
Agreement may not be assigned by you without the prior written consent of the
Trust.
5
<PAGE>
Please acknowledge receipt of this Letter, the Offer to Purchase and the
Letter of Transmittal and confirm the arrangements herein provided by signing
and returning the enclosed copy hereof, whereupon this Agreement and your
acceptance of the terms and conditions herein provided shall constitute a
binding Agreement between us.
Very truly yours,
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By:
--------------------------------------
(Name & Title)
Accepted as of the date
first above written:
MORGAN STANLEY DEAN WITTER TRUST
FSB, as DEPOSITARY
By:
--------------------------------------
(Name & Title)
6
