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EXHIBIT (a)(1)(ii)
FORM OF LETTER TO SHAREHOLDERS WHO HAVE
REQUESTED OFFER TO PURCHASE
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MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
Dear Shareholder:
As you requested, we are enclosing a copy of the Morgan Stanley Dean Witter
Prime Income Trust (the "Trust") Offer to Purchase 20,000,000 of its issued and
outstanding common shares of beneficial interest (the "Common Shares") and the
related Letter of Transmittal (which together constitute the "Offer"). The Offer
is for cash at the net asset value ("NAV") per Common Share computed as of
4:00 P.M. New York City time on the expiration date of the Offer. The expiration
date is 12 midnight, New York City time on December 15, 2000, unless extended as
stated in the Offer. An "Early Withdrawal Charge" will be imposed on most Common
Shares accepted for payment that have been held for four years or less. Please
read carefully the enclosed documents, which include the Trust's most recent
financial statements.
If after reviewing the information set forth in the Offer, you wish to
tender Common Shares for purchase by the Trust, and you have a brokerage account
at Dean Witter Reynolds Inc. and your Common Shares are not evidenced by
certificates in your possession you may, if you wish, contact your Morgan
Stanley Dean Witter Financial Advisor and request that he or she tender your
Common Shares on your behalf. IN SUCH EVENT YOU ARE NOT REQUIRED TO COMPLETE THE
ENCLOSED LETTER OF TRANSMITTAL.
If you do not have a brokerage account at Dean Witter Reynolds Inc. and wish
to tender Common Shares or do not wish to tender Common Shares through your
Morgan Stanley Dean Witter Financial Advisor at Dean Witter Reynolds Inc. or
your Common Shares are evidenced by certificates in your possession, please
follow the instructions contained in the Offer to Purchase and Letter of
Transmittal.
Neither the Trust nor the Board of Trustees is making any recommendations to
any holder of Common Shares as to whether to tender Common Shares. Each
shareholder is urged to consult his or her Financial Advisor or tax professional
before deciding whether to tender any Common Shares.
The Trust's NAV per Share on November 6, 2000 was $9.62. You can obtain
current NAV quotations from Dean Witter Reynolds Inc. by calling (800) 869-NEWS
extension 0. The Trust offers and sells its Common Shares to the public on a
continuous basis. The Trust is not aware of any secondary market trading for the
Common Shares.
Should you have any questions on the enclosed material, please do not
hesitate to call Dean Witter Reynolds Inc. at (800) 869-NEWS extension 0 during
ordinary business hours. We appreciate your continued interest in Morgan Stanley
Dean Witter Prime Income Trust.
Sincerely,
MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
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Two World Trade
Center
New York, NY 10048
Telephone (212)
392-1600
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