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

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • January 8th, 2021 • T. Rowe Price Total Return Fund, 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”).

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Custodian Agreement
Custodian Agreement • January 8th, 2021 • T. Rowe Price Total Return 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”).

GLOBAL CUSTODY AGREEMENT
Agreement • January 8th, 2021 • T. Rowe Price Total Return 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”).

TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • January 8th, 2021 • T. Rowe Price Total Return Fund, Inc. • Maryland
INVESTMENT MANAGEMENT AGREEMENT between
Investment Management Agreement • November 3rd, 2016 • T. Rowe Price Total Return Fund, Inc.

This INVESTMENT MANAGEMENT AGREEMENT, made as of the 26th day of July, 2016, by and between T. ROWE PRICE TOTAL RETURN FUND, INC., a corporation organized and existing under the laws of the State of Maryland (the “Corporation”), and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (the “Manager”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 27th, 2019 • T. Rowe Price Total Return Fund, Inc.

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of October 1, 2019, 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 Total Return Fund, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the T. Rowe Price Total Return Fund (the “Fund”). This Agreement supersedes the Expense Limitation Agreement between the Manager and the Corporation, on behalf of the Fund, dated July 26, 2016.

AGREEMENT between
Agreement • January 8th, 2021 • T. Rowe Price Total Return Fund, Inc. • Maryland
UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • November 3rd, 2016 • T. Rowe Price Total Return Fund, Inc.

THIS UNDERWRITING AGREEMENT, made as of the 26th day of July, 2016, by and between T. ROWE PRICE TOTAL RETURN FUND, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Corporation”), and T. ROWE PRICE INVESTMENT SERVICES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Distributor”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • January 8th, 2021 • T. Rowe Price Total Return Fund, Inc. • Maryland

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made this 30th day of July, 2020, by and between (i) T. Rowe Price Institutional Income Funds, Inc., a corporation organized and existing under the laws of Maryland on behalf of its series, T. Rowe Price Institutional Core Plus Fund (“Acquired Fund”), and (ii) T. Rowe Price Total Return Fund, Inc., a corporation organized and existing under the laws of Maryland on behalf of its series, T. Rowe Price Total Return Fund (“Acquiring Fund”) and the Acquiring Fund’s I Class. All references in this Agreement to the Acquiring Fund and the Acquired Fund are, as applicable, to the T. Rowe Price Total Return Fund (including each of its classes) and the T. Rowe Price Institutional Core Plus Fund, respectively, as if this Agreement were executed solely by each such fund.

AGREEMENT between
Agreement • September 26th, 2018 • T. Rowe Price Total Return Fund, Inc. • Maryland
FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • November 3rd, 2016 • T. Rowe Price Total Return Fund, 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”).

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • September 28th, 2021 • T. Rowe Price Total Return Fund, Inc.

This is an Amendment (the “Amendment”) to the Investment Management Agreement (the “Agreement”), as amended, made as of the 1st day of October, 2021, by and between T. ROWE PRICE TOTAL RETURN FUND, INC., (the “Corporation”), a corporation existing under the laws of the State of Maryland, on behalf of the T. Rowe Price Total Return Fund (the “Fund”) and T. ROWE PRICE ASSOCIATES, INC. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland.

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