0001462712-16-000013 Sample Contracts

Contract
Fund Accounting Agreement • April 27th, 2016 • T. Rowe Price U.S. Large-Cap Core Fund, Inc. • New York

In connection with the Fund Accounting Agreement (the “BNY Agreement”), 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 therein), 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) thereof (“TRP”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”), TRP and the Funds desire to enter into this letter agreement (this “Agreement”). Defined terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in the BNY Agreement.

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