0000793347-04-000018 Sample Contracts

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • December 23rd, 2004 • Price T Rowe Capital Appreciation Fund

THIS UNDERWRITING AGREEMENT, made as of the 20th day of October 2004, by and between T. ROWE PRICE CAPITAL APPRECIATION FUND, a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Fund"), and T. ROWE PRICE INVESTMENT SERVICES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Distributor").

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Contract
Master Trust Agreement • December 23rd, 2004 • Price T Rowe Capital Appreciation Fund

RESOLVED, that the Master Trust Agreement dated May 9, 1986, as amended, shall be, and it hereby is, amended to allow the Trustees to create different classes of Shares of beneficial interest in the Trust, and in each Series of Shares and, accordingly, that the first two paragraphs of Section 4.1 of the T. Rowe Price Capital Appreciation Fund Master Trust Agreement be, and they hereby are, deleted, and that the following language be, and hereby is, added as the first two paragraphs of said Section 4.1:

AGREEMENT between
Agreement • December 23rd, 2004 • Price T Rowe Capital Appreciation Fund • Maryland
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