0001462712-09-000004 Sample Contracts

UNDERWRITING AGREEMENT BETWEEN

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

• Contract Type
  Underwriting Agreement
• Filed
  June 19th, 2009
• Company
  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 • June 19th, 2009 • T. Rowe Price U.S. Large-Cap Core Fund, Inc.

• Contract Type
  Investment Management Agreement
• Filed
  June 19th, 2009
• Company
  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").