0000943663-97-000146 Sample Contracts

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PILGRIM AMERICA PRIME RATE TRUST __________ Shares of Beneficial Interest without par value SALES AGENCY AGREEMENT
Sales Agency Agreement • June 23rd, 1997 • Pilgrim America Prime Rate Trust • New York
PILGRIM AMERICA PRIME RATE TRUST
Administration Agreement • June 23rd, 1997 • Pilgrim America Prime Rate Trust

THIS ADMINISTRATION AGREEMENT which was made as of the 20th day of October, 1992, amended and restated as of the 17th day of February, 1995 and as of the 7th day of April, 1995 amended as of the 2nd day of May, 1996, and further amended and restated as of the 7th day of April, 1997, by and between PILGRIM AMERICA PRIME RATE TRUST (formerly Pilgrim Prime Rate Trust), a Massachusetts Business Trust (hereinafter referred to as the "Trust"), and PILGRIM AMERICA GROUP, INC., a corporation organized and existing under the laws of Delaware (hereinafter called the "Administrator").

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