0000773485-05-000017 Sample Contracts

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • December 19th, 2005 • T. Rowe Price New America Growth Fund

THIS UNDERWRITING AGREEMENT, made as of the 20th day of October 2005, by and between T. ROWE PRICE NEW AMERICA GROWTH FUND, a Massachusetts business trust organized and existing under the laws of the State of Massachusetts ("Fund"), and T. ROWE PRICE INVESTMENT SERVICES, INC., a corporation organized and existing under the laws of the State of Maryland ("Distributor").

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Contract
Master Trust Agreement • December 19th, 2005 • T. Rowe Price New America Growth Fund

RESOLVED, that the Master Trust Agreement dated July 19, 1985, 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 New America Growth 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:

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