0000931151-04-000014 Sample Contracts

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • October 25th, 2004 • Price T Rowe Capital Opportunity Fund Inc

THIS UNDERWRITING AGREEMENT, made as of the __th day of October 2004, by and between T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC., 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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AGREEMENT between
Agreement • October 25th, 2004 • Price T Rowe Capital Opportunity Fund Inc • Maryland
GLOBAL CUSTODY AGREEMENT
Agreement • October 25th, 2004 • Price T Rowe Capital Opportunity Fund Inc • New York

This AGREEMENT is effective January 3, 1994, and is between THE CHASE MANHATTAN BANK, N.A. (the "Bank") and EACH OF THE ENTITIES LISTED ON SCHEDULE A HERETO, Individually and Separately (each individually, the "Customer").

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTS (the "Agreements") Between Each of the T. Rowe Price Funds (collectively "the Funds") set forth on Schedule A hereto, severally and not jointly and
Price T Rowe Capital Opportunity Fund Inc • October 25th, 2004

This is an Amendment to each of the Agreements, made as of the 1st day of August, 2004, by and between each of the Funds, separately and not jointly, and the U.S. Manager or International Manager, as the case may be.

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • October 25th, 2004 • Price T Rowe Capital Opportunity Fund Inc

This is an Amendment to the Investment Management Agreement (the "Agreement"), made as of the 31st day of July, 2004, by and between T. ROWE PRICE CAPITAL OPPORTUNITY 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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