T. Rowe Price U.S. Large-Cap Core Fund, Inc. Sample Contracts

GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 8th, 2021 • T. Rowe Price U.S. Large-Cap Core 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”).

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Custodian Agreement
Custodian Agreement • April 8th, 2021 • T. Rowe Price U.S. Large-Cap Core Fund, 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”).

Contract
Fund Accounting Agreement • April 27th, 2016 • T. Rowe Price U.S. Large-Cap Core Fund, 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”). Defined terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in the BNY Agreement.

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • June 19th, 2009 • T. Rowe Price U.S. Large-Cap Core Fund, Inc.

THIS UNDERWRITING AGREEMENT, made as of the 22nd day of April, 2009, by and between T. ROWE PRICE U.S. LARGE-CAP CORE 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").

INVESTMENT MANAGEMENT AGREEMENT ("Agreement") Between
Investment Management Agreement • April 24th, 2009 • T. Rowe Price U.S. Large-Cap Core Fund, Inc.

INVESTMENT MANAGEMENT AGREEMENT, made as of the ___ day of April, 2009, by and between T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC., a Maryland corporation (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").

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 28th, 2016 • T. Rowe Price U.S. Large-Cap Core Fund, Inc.

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of November 29, 2016, 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 U.S. Large-Cap Core Fund, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the T. Rowe Price U.S. Large-Cap Core Fund (the “Fund”).

AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • April 8th, 2021 • T. Rowe Price U.S. Large-Cap Core Fund, Inc. • Maryland

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made this 26th day of October, 2020, by and between (i) T. Rowe Price Growth & Income Fund, Inc., (a series of T. Rowe Price Growth & Income Fund, Inc.) a corporation organized and existing under the laws of Maryland on behalf of its series, the T. Rowe Price Growth & Income Fund (“Acquired Fund”), and the Acquired Fund’s classes, the T. Rowe Price Growth & Income Fund (the “Acquired Fund—Investor Class”) and the T. Rowe Price Growth & Income Fund—I Class (the “Acquired Fund—I Class”), and (ii) T. Rowe Price U.S. Large-Cap Core Fund, Inc., a corporation organized and existing under the laws of Maryland on behalf of its series, T. Rowe Price U.S. Large-Cap Core Fund (“Acquiring Fund”) and the Acquiring Fund’s classes, the T. Rowe Price U.S. Large-Cap Core Fund (the “Acquiring Fund—Investor Class”), the T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class (the “Acquiring Fund—Advisor Class”), the T. Rowe Price U.S. Large-Cap Core

DISTRIBUTION AND SERVICE AGREEMENT
Distribution Agreement • April 24th, 2009 • T. Rowe Price U.S. Large-Cap Core Fund, Inc. • Maryland

WHEREAS, the Distributor is the principal underwriter of the T. Rowe Price open-end investment companies ("Funds") registered under the Investment Company Act of 1940, as amended (the "40 Act") and certain of such Funds have issued multiple classes (each a "Class"; collectively as "Classes") of shares;

INVESTMENT MANAGEMENT AGREEMENT ("Agreement") Between
Investment Management Agreement • June 19th, 2009 • T. Rowe Price U.S. Large-Cap Core Fund, Inc.

INVESTMENT MANAGEMENT AGREEMENT, made as of the 22nd day of April, 2009, by and between T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC., a Maryland corporation (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").

Z CLASS EXPENSE WAIVER AGREEMENT
Expense Waiver Agreement • February 26th, 2020 • T. Rowe Price U.S. Large-Cap Core Fund, Inc.

THIS EXPENSE WAIVER AGREEMENT (the “Agreement”), effective as of October 28, 2019, 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 separate series of a corporation listed on Exhibit A, each of which is organized and existing under the laws of the State of Maryland (each a “Fund” and collectively, the “Funds”).

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