Z CLASS EXPENSE WAIVER AGREEMENT

Z CLASS EXPENSE WAIVER AGREEMENT

THIS EXPENSE WAIVER AGREEMENT (the “Agreement”), effective as of October 28, 2019, is entered into between X. Xxxx 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”).

WHEREAS, the Manager is an investment adviser registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended;

WHEREAS, each Fund is an open-end management investment company registered as such with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, each Fund’s Articles of Incorporation authorizes the issuance of new classes of shares upon approval by the Fund’s Board of Directors;

WHEREAS, each Corporation’s Board of Directors has approved the issuance of a zero-fee class of shares of each Fund called the Z Class (each a “Z Class” and collectively, the “Z Classes”), which will be available to funds-of-funds advised by X. Xxxx Price and to other advisory clients of X. Xxxx Price that pay a fee for investment advisory services pursuant to an agreement;

WHEREAS, pursuant to each Fund’s Investment Management Agreement with the Manager (the “Management Agreement”), each Fund pays the Manager a management fee for investment management services and bears the costs of its operating expenses with certain exceptions; and

WHEREAS, the Board of Directors of each Fund listed on Exhibit A has determined that it is in the best interests of each Fund to enter into this Agreement with respect to each Fund’s Z Class;

NOW, THEREFORE, the Manager and each Fund hereby agree as follows:

1. Expense Waiver.

The Manager agrees to waive or pay all of the Z Class’ fees and expenses, including but not limited to management fees and other operating expenses, but excluding interest; expenses related to borrowings, taxes, and brokerage; and nonrecurring, extraordinary expenses (collectively, “Z Class Expenses”), or reimburse the Fund for any Z Class Expenses (hereinafter referred as the “Expense Waiver”).

2. Amendment and Termination of Agreement.

This agreement may only be amended with the written consent of the Manager and the Fund. In the case of the Fund, an amendment must be approved by the Board of Directors, including a majority of the directors who are not interested persons within, the meaning of the 1940 Act (the “Independent Directors”), of the Fund. This

agreement may not be terminated without the approval by the Board of Directors, including the approval of a majority of the Independent Directors, provided that this Agreement will terminate automatically upon termination of its Management Agreement. Amendment or termination of this Agreement does not require approval by shareholders of the Fund or its separate classes of shares.

3. Separate Agreement

This Agreement shall be deemed to constitute a separate agreement between the Manager and each Fund.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of date stated in the preamble.

X. XXXX PRICE ASSOCIATES, INC.	EACH FUND LISTED ON EXHIBIT A
/s/Xxxxxxx X. Xxxxxx By:___________________________________ Xxxxxxx X. Xxxxxx Vice President	/s/Xxxxx Xxxxxxxxxxx By:___________________________________ Xxxxx Xxxxxxxxxxx Executive Vice President

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EXHIBIT A

Fund	Corporation
X. Xxxx Price Dynamic Global Bond Fund—Z Class	X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price Emerging Markets Discovery Stock Fund	X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price Emerging Markets Bond Fund—Z Class	X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price Emerging Markets Stock Fund—Z Class	X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price Equity Index 500 Fund—Z Class	X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Floating Rate Fund—Z Class	X. XXXX PRICE FLOATING RATE FUND, INC.
X. Xxxx Price Growth Stock Fund—Z Class	X. XXXX PRICE GROWTH STOCK FUND, INC.
X. Xxxx Price High Yield Fund—Z Class	X. XXXX PRICE HIGH YIELD FUND, INC.
X. Xxxx Price Institutional Floating Rate Fund—Z Class	X. XXXX PRICE INSTITUTIONAL INCOME FUNDS, INC.
X. Xxxx Price Institutional High Yield Fund—Z Class	X. XXXX PRICE INSTITUTIONAL INCOME FUNDS, INC.
X. Xxxx Price International Bond Fund—Z Class	X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Bond Fund (USD Hedged)—Z Class	X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Stock Fund—Z Class	X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Value Equity Fund—Z Class	X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price Limited Duration Inflation Focused Bond Fund—Z Class	X. XXXX PRICE LIMITED DURATION INFLATION FOCUSED BOND FUND, INC.
X. Xxxx Price Mid-Cap Growth Fund—Z Class	X. XXXX PRICE MID-CAP GROWTH FUND, INC.
X. Xxxx Price Mid-Cap Index Fund—Z Class	X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Mid-Cap Value Fund—Z Class	X. XXXX PRICE MID-CAP VALUE FUND, INC.
X. Xxxx Price New Horizons Fund—Z Class	X. XXXX PRICE NEW HORIZONS FUND, INC.
X. Xxxx Price New Income Fund—Z Class	X. XXXX PRICE NEW INCOME FUND, INC.
X. Xxxx Price Overseas Stock Fund—Z Class	X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price Real Assets Fund—Z Class	X. XXXX PRICE REAL ASSETS FUND, INC.
X. Xxxx Price Small-Cap Index Fund—Z Class	X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Small-Cap Stock Fund—Z Class	X. XXXX PRICE SMALL-CAP STOCK FUND, INC.
X. Xxxx Price Small-Cap Value Fund—Z Class	X. XXXX PRICE SMALL-CAP VALUE FUND, INC.
X. Xxxx Price U.S. Large-Cap Core Fund	X. XXXX PRICE U.S. LARGE-CAP CORE FUND, INC.

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Fund	Corporation
U.S. Treasury Long-Term Fund—Z Class	X. XXXX PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Money Fund—Z Class	X. XXXX PRICE U.S. TREASURY FUNDS, INC.
X. Xxxx Price Value Fund—Z Class	X. XXXX PRICE VALUE FUND, INC.

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