0001038490-09-000014 Sample Contracts

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • May 18th, 2009 • T. Rowe Price Tax-Efficient Funds, Inc.

THIS UNDERWRITING AGREEMENT, made as of the 24th day of April, 1997, by and between T. ROWE PRICE TAX-EFFICIENT BALANCED 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").

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INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • May 18th, 2009 • T. Rowe Price Tax-Efficient Funds, Inc.

INVESTMENT MANAGEMENT AGREEMENT, made as of the 25th day of October, 2000, by and between T. ROWE PRICE TAX-EFFICIENT FUNDS, INC., a Maryland corporation (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").

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