0000887147-05-000007 Sample Contracts

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • April 27th, 2005 • Price T Rowe Mid Cap Growth Fund Inc

This is an Amendment to the Investment Management Agreement (the "Agreement"), made as of the 20th day of April, 2005, by and between T. ROWE PRICE MID-CAP GROWTH FUND, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Fund"), and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Manager").

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