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T. ROWE PRICE NEW ERA FUND, INC.

JANUARY 28, 1977

JANUARY 20, 1982

FEBRUARY 24, 1983

JANUARY 21, 1988

OCTOBER 16, 2002

FEBRUARY 5, 2003

T. ROWE PRICE NEW ERA FUND, INC.

Section 1.1.Principal Office. The principal office of the corporation shall be within the City of Baltimore, State of Maryland.

Section 1.2.Other Offices. The corporation may also have offices at such other places within or without the State of Maryland as the board of directors may from time to time determine or the business of the corporation may require.

MEETINGS OF STOCKHOLDERS

Section 2.1.Place of Meetings. All meetings of stockholders shall be held at the office of the corporation in the City of Baltimore, State of Maryland, or at such other place in the United States as the board of directors may determine.

(Section 2.1. Place of Meetings, as amended July 11, 1973)

Section 2.2.Annual Meetings. The Corporation shall not be required to hold an annual meeting of its shareholders in any year unless the Investment Company Act of 1940 requires an election of directors by shareholders. In the event that the Corporation shall be so required to hold an annual meeting, such meeting shall be held at a date and time set by the Board of Directors, which date shall be no later than 120 days after the occurrence of the event requiring the meeting. Any shareholders' meeting held in accordance with the preceding sentence shall for all purposes constitute the annual meeting of shareholders for the fiscal year of the Corporation in which the meeting is held. At any such meeting, the shareholders shall elect directors to hold the offices of any directors who have held office for more than one year or who have been elected by the Board of Directors to fill vacancies which result from any cause. Except as the Articles of Incorporation or statute provides otherwise, Directors may transact any business within the powers

of the Corporation as may properly come before the meeting. Any business of the Corporation may be transacted at the annual meeting without being specially designated in the notice, except such business as is specifically required by statute to be stated in the notice. [ MGCL, Section 2-501 ]

(Section 2.2. Annual Meetings, as amended April 19, 1990)

Section 2.3.Special Meetings: Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President, any Vice President, or by a majority of the Board of Directors. Special meetings of the shareholders shall be called by the Secretary on the written request of shareholders entitled to cast (a) in the case of a meeting for the purpose of removing a director, at least ten (10) percent and (b) in the case of a meeting for any other purpose, at least 25 percent, in each case of all the votes entitled to be cast at such meeting, provided that any such request shall state the purpose or purposes of the meeting and the matters proposed to be acted on, and the shareholders requesting the meeting shall have paid to the Corporation the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such shareholders. Unless requested by shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted upon at any special meeting of the shareholders held during the preceding twelve (12) months. [ MGCL, Section 2-502 ]