T. Rowe Price Total Return Fund, Inc. Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • September 27th, 2002 • T Rowe Price Institutional Income Funds Inc
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FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • September 29th, 2020 • T. Rowe Price Institutional Income Funds, Inc. • New York

THIS FUND ACCOUNTING AGREEMENT (this “Agreement”) is effective as of August 1, 2015 (the “Effective Date”), by and between each investment company listed on Exhibit A attached hereto (each, a “Company”), on behalf of itself or, where noted on Exhibit A, on behalf of its Series (as defined below), severally and not jointly (each Company and/or Series a “Fund”, and collectively the “Funds”), T. Rowe Price Associates, Inc., solely with respect to Section 3(c) (“TRP”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).

Custodian Agreement
Custodian Agreement • September 24th, 2020 • T. Rowe Price Institutional Income Funds, Inc. • Massachusetts

This Agreement is made as of January 28, 1998 by and between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) which executes a copy of this Agreement (each referred to herein as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Custodian”).

GLOBAL CUSTODY AGREEMENT
Agreement • September 25th, 2020 • T. Rowe Price Institutional Income Funds, 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”).

INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • September 28th, 2016 • T. Rowe Price Institutional Income Funds, Inc.

This INVESTMENT MANAGEMENT AGREEMENT, made as of the 19th day of October, 2015, by and between T. ROWE PRICE INSTITUTIONAL INCOME FUNDS INC. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, and T. ROWE PRICE ASSOCIATES, INC. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland.

Article A Terms of Appointment/Duties of Price Associates 2 Article B Fees and Expenses 2 Article C Representations and Warranties of Price Associates 2 Article D Representations and Warranties of the Fund 3 Article E Ownership of Software and Related...
Agreement • September 21st, 2020 • T. Rowe Price Total Return Fund, Inc. • Maryland

WHEREAS, pursuant to an Agreement dated as of January 1, 2015, between Price Associates and each of the Funds (the “Current Price Accounting Agreement”), Price Associates has been providing certain accounting, administrative and tax services (the “Current Price Services”) to the Funds;

Contract
Bny Agreement • September 26th, 2018 • T. Rowe Price Institutional Income Funds, Inc. • New York

In connection with the Fund Accounting Agreement (the “BNY Agreement”), effective as of August 1, 2015 (the “Effective Date”), by and between each investment company listed on Exhibit A attached hereto (each, a “Company”), on behalf of itself or, where noted on Exhibit A, on behalf of its Series (as defined therein), severally and not jointly (each Company and/or Series a “Fund”, and collectively the “Funds”), T. Rowe Price Associates, Inc., solely with respect to Section 3(c) thereof (“TRP”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”), TRP and the Funds desire to enter into this letter agreement (this “Agreement”). This Agreement supersedes the letter agreement dated August 1, 2015, as amended November 3, 2015, April 18, 2016, July 19, 2016, August 1, 2016 and October 25, 2016, between TRP and the Funds. Defined terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in the BNY Agreement.

INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • April 23rd, 2014 • T. Rowe Price Institutional Income Funds, Inc.

This INVESTMENT MANAGEMENT AGREEMENT, made as of the 4th day of February, 2014, by and between T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, and T. ROWE PRICE ASSOCIATES, INC. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland.

INVESTMENT SUB-ADVISORY AGREEMENT Between
Investment Sub-Advisory Agreement • October 17th, 2013 • T. Rowe Price Institutional Income Funds, Inc. • Maryland

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is dated as of July 24, 2013, by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, and T. Rowe Price International Ltd (the “Sub-adviser”), a corporation organized and existing under the laws of the United Kingdom.

BETWEEN
Underwriting Agreement • April 29th, 2002 • T Rowe Price Institutional Income Funds Inc
and
Agreement • April 29th, 2002 • T Rowe Price Institutional Income Funds Inc
EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE
Expense Limitation and Management Fee Waiver Agreement • September 21st, 2020 • T. Rowe Price Total Return Fund, Inc.

This EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT (the “Agreement”), effective with respect to each Fund and as of the date indicated in the Schedules of this Agreement , is entered into between T. Rowe Price Associates, Inc. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland, and each Corporation, each of which is organized and existing under the laws of the State of Maryland, on behalf of itself or on behalf of its series and/or its separate share classes, as applicable (each, a “Fund” or a “Class”).

AMENDED AND RESTATED AGREEMENT between
Agreement • July 25th, 2024 • T. Rowe Price Institutional Income Funds, Inc.
Custodian Agreement
Custodian Agreement • September 16th, 2004 • T Rowe Price Institutional Income Funds Inc • Massachusetts

This Agreement is made as of January 28, 1998 by and between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) which executes a copy of this Agreement (each referred to herein as the "Fund"), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Custodian").

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • July 25th, 2024 • T. Rowe Price Institutional Income Funds, Inc. • New York

THIS FUND ACCOUNTING AGREEMENT (this “Agreement”) is effective as of August 1, 2015 (the “Effective Date”), by and between each investment company listed on Exhibit A attached hereto (each, a “Company”), on behalf of itself or, where noted on Exhibit A, on behalf of its Series (as defined below), severally and not jointly (each Company and/or Series a “Fund”, and collectively the “Funds”), T. Rowe Price Associates, Inc., solely with respect to Section 3(c) (“TRP”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).

AGREEMENT between
Agreement • July 25th, 2024 • T. Rowe Price Institutional Income Funds, Inc.
TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 25th, 2024 • T. Rowe Price Institutional Income Funds, Inc.
AGREEMENT between
Agreement • September 29th, 2020 • T. Rowe Price Institutional Income Funds, Inc. • Maryland
Custodian Agreement
Custodian Agreement • July 25th, 2024 • T. Rowe Price Institutional Income Funds, Inc. • Massachusetts

This Agreement is made as of January 28, 1998 by and between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) which executes a copy of this Agreement (each referred to herein as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Custodian”).

EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE
Expense Limitation and Management Fee Waiver Agreement • July 25th, 2024 • T. Rowe Price Institutional Income Funds, Inc.

This EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT (the “Agreement”), effective with respect to each Fund and as of the date indicated in the Schedules of this Agreement, is entered into between T. Rowe Price Associates, Inc. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland, and each Corporation, each of which is organized and existing under the laws of the State of Maryland, on behalf of itself or on behalf of its series and/or its separate share classes, as applicable (each, a “Fund” or a “Class”).

AGREEMENT between
Agreement • September 16th, 2004 • T Rowe Price Institutional Income Funds Inc • Maryland
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GLOBAL CUSTODY AGREEMENT
Agreement • July 25th, 2024 • T. Rowe Price Institutional Income Funds, 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”).

TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • July 20th, 2016 • T. Rowe Price Institutional Income Funds, Inc. • Maryland
BETWEEN
Investment Management Agreement • April 29th, 2002 • T Rowe Price Institutional Income Funds Inc
AGREEMENT between and THE T. ROWE PRICE FUNDS for FUND ACCOUNTING SERVICES
Agreement • September 28th, 2006 • T. Rowe Price Institutional Income Funds, Inc. • Maryland

Article A Terms of Appointment/Duties of Price Associates 1 Article B Fees and Expenses 3 Article C Representations and Warranties of Price Associates 3 Article D Representations and Warranties of the Fund 4 Article E Ownership of Software and Related Material 4 Article F Quality Service Standards 4 Article G Standard of Care/Indemnification 4 Article H Dual Interests 7 Article I Documentation 7 Article J Recordkeeping/Confidentiality 7 Article K Compliance with Governmental Rules and Regulations 8 Article L Term and Termination of Agreement 8 Article M Notice 8 Article N Assignment 8 Article O Amendment/Interpretive Provisions 9 Article P Further Assurances 9 Article Q Maryland Law to Apply 9 Article R Merger of Agreement 9 Article S Counterparts 9 Article T The Parties 10 Article U Directors, Trustee and Shareholders and Massachusetts Business Trust 10 Article V Captions 11 i

Article A Terms of Appointment/Duties of Price Associates 1 Article B Fees and Expenses 3 Article C Representations and Warranties of Price Associates 3 Article D Representations and Warranties of the Fund 4 Article E Ownership of Software and Related...
Agreement • September 25th, 2008 • T. Rowe Price Institutional Income Funds, Inc. • Maryland

AGREEMENT made as of the first day of January, 2008, by and between T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 ("Price Associates"), and each Fund which is listed on Appendix A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each such Fund individually hereinafter referred to as "the Fund", whose definition may be found in Article T);

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 20th, 2016 • T. Rowe Price Institutional Income Funds, Inc.

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of 19th day of October, 2015, is entered into between T. Rowe Price Associates, Inc. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland, and T. ROWE PRICE INSTITUTIONAL INCOME FUNDS INC. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the T. Rowe Price Institutional Cash Reserves Fund (the “Fund”).

MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • September 27th, 2017 • T. Rowe Price Institutional Income Funds, Inc.

THIS MANAGEMENT FEE WAIVER AGREEMENT (the “Agreement”), effective as of April 1, 2017, is entered into between T. Rowe Price Associates, Inc., a corporation organized and existing under the laws of the State of Maryland (the “Manager”), and each of the funds listed on Exhibit A, each of which is a corporation or series of a corporation organized and existing under the laws of the State of Maryland, or a series of a trust organized and existing under the laws of the Commonwealth of Massachusetts (each a “Fund” and collectively, the “Funds”).

TRANSFER AGENCY AND SERVICE AGREEMENT between and THE T. ROWE PRICE FUNDS
Transfer Agency and Service Agreement • September 16th, 2004 • T Rowe Price Institutional Income Funds Inc • Maryland
AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • September 24th, 2020 • T. Rowe Price Institutional Income Funds, Inc.

This Amendment (the “Amendment”) to the Investment Management Agreement is made as of the 30th day of July, 2020, by and between T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC., a Maryland corporation (the “Corporation”), on behalf of the T. Rowe Price Institutional Core Plus Fund (the “Fund”), a separate series of the Corporation, and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Manager”).

AGREEMENT between
Agreement • September 16th, 2004 • T Rowe Price Institutional Income Funds Inc • Maryland
AGREEMENT between T. ROWE PRICE ASSOCIATES, INC. and THE T. ROWE PRICE FUNDS for FUND ACCOUNTING SERVICES TABLE OF CONTENTS Page
Agreement • September 27th, 2002 • T Rowe Price Institutional Income Funds Inc
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 25th, 2018 • T. Rowe Price Credit Opportunities Fund, Inc.

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of December 1, 2017, is entered into between T. Rowe Price Associates, Inc. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland, and T. Rowe Price Credit Opportunities Fund, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the T. Rowe Price Credit Opportunities Fund (the “Fund”) with respect to the Fund’s I Class. This Agreement supersedes the Expense Limitation Agreement between the Manager and the Corporation, on behalf of the Fund and with respect to the Fund's I Class, dated November 29, 2016.

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • August 7th, 2020 • T. Rowe Price Total Return Fund, Inc.

This Amendment (the “Amendment”) to the Investment Management Agreement (the “Agreement”) is made as of the 30th day of July, 2020, by and between T. ROWE PRICE TOTAL RETURN FUND INC., a Maryland corporation (the “Corporation”), on behalf of the T. Rowe Price Total Return Fund (the “Fund”), a separate series of the Corporation, and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Manager”). Any terms used in this Amendment are defined as defined in the Agreement unless otherwise defined herein.

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