0001104659-09-004377 Sample Contracts

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 27th, 2009 • Morgan Stanley Prime Income Trust • New York

AGREEMENT made as of the 17th day of April, 1995, and amended as of April 30, 1998 and February 27, 2008, by and between Morgan Stanley Prime Income Trust, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter called the “Fund”), and Morgan Stanley Services Company Inc., a Delaware corporation (hereinafter called the “Administrator”)

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 27th, 2009 • Morgan Stanley Prime Income Trust • New York

AGREEMENT made as of the 31st day of May, 1997, and amended as of May 1,1998 and February 27, 2008, by and between Morgan Stanley Prime Income Trust, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter called the “Fund”), and Morgan Stanley Investment Advisors Inc., a Delaware corporation (hereinafter called the “Investment Adviser”):

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