T. Rowe Price U.S. Equity Research Fund, Inc. Sample Contracts

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AMENDMENT TO
Investment Management Agreement • April 25th, 2000 • Price T Rowe Capital Opportunity Fund Inc
FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • November 17th, 2021 • T. Rowe Price U.S. Equity Research 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”).

GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • November 17th, 2021 • T. Rowe Price U.S. Equity Research 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”).

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • December 23rd, 2004 • Price T Rowe Capital Opportunity Fund Inc

THIS UNDERWRITING AGREEMENT, made as of the 20th 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").

EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE
Expense Limitation and Management Fee Waiver Agreement • November 17th, 2021 • T. Rowe Price U.S. Equity Research 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”).

AGREEMENT between
Service Agreement • November 17th, 2021 • T. Rowe Price U.S. Equity Research Fund, Inc. • Maryland
GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 29th, 2011 • T. Rowe Price 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”).

The Agreement between T. Rowe Price Retirement Plan Services, Inc. and the Taxable Funds, dated January 1, 1998, as amended.
Agreement Between T. Rowe Price Retirement Plan Services, Inc. And the Taxable Funds • February 23rd, 1999 • Price T Rowe Capital Opportunity Fund Inc • Maryland
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 29th, 2016 • T. Rowe Price Capital Opportunity 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 Capital Opportunity Fund, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the T. Rowe Price Capital Opportunity Fund (the “Fund”).

Custodian Agreement
Custodian Agreement • April 28th, 2005 • Price T Rowe Capital Opportunity 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").

Custodian Agreement
Custodian Agreement • April 22nd, 2004 • Price T Rowe Capital Opportunity 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").

TRANSFER AGENCY AND SERVICE AGREEMENT between and THE T. ROWE PRICE FUNDS
Transfer Agency and Service Agreement • April 20th, 2007 • T. Rowe Price Capital Opportunity Fund, Inc. • Maryland

Article A Terms of Appointment 5 Article B Duties of Price Services 6 1. Services 6 2. Agreements with Intermediaries 6 3. Anti-Money Laundering Program 8 Article C Fees and Expenses 9 Article D Representations and Warranties of the Price Services 9 Article E Representations and Warranties of the Fund 10 Article F Standard of Care/Indemnification 11 Article G Dual Interests 13 Article H Documentation 14 Article I References to Price Services 15 Article J Compliance with Governmental Rules and Regulations 16 Article K Ownership of Software and Related Material 16 Article L Quality Service Standards 16 Article M As of Transactions 17 Article N Term and Termination of Agreement 20 Article O Notice 21 Article P Assignment 21 Article Q Amendment/Interpretive Provisions 21 Article R Further Assurances 22 Article S Maryland Law to Apply 22 Article T Merger of Agreement 22 Article U Counterparts 22 Article V The Parti

AGREEMENT between
Fund Accounting Services Agreement • October 25th, 2004 • Price T Rowe Capital Opportunity Fund Inc • Maryland
TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • April 26th, 2017 • T. Rowe Price Capital Opportunity Fund, Inc. • Maryland
AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • April 28th, 2020 • T. Rowe Price U.S. Equity Research Fund, Inc.

This Amendment (the “Amendment”) to the Restated Investment Management Agreement (the “Agreement”) is made as of the 1st day of November, 2019, by and between T. ROWE PRICE U.S. EQUITY RESEARCH FUND INC., a Maryland corporation (the “Corporation”), on behalf of the T. Rowe Price U.S. Equity Research 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.

GLOBAL CUSTODY AGREEMENT
Global Custody 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
Investment Management Agreement • October 25th, 2004 • Price T Rowe Capital Opportunity Fund Inc

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.

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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").

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2020 • T. Rowe Price U.S. Equity Research 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 U.S. Equity Research 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. Equity Research Fund (the “Fund”).

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