0001681576-16-000004 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT between
Investment Management Agreement • September 9th, 2016 • T. Rowe Price Total Return Fund, Inc.

This INVESTMENT MANAGEMENT AGREEMENT, made as of the 26th day of July, 2016, by and between T. ROWE PRICE TOTAL RETURN FUND, INC., a corporation organized and existing under the laws of the State of Maryland (the “Corporation”), and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (the “Manager”).

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 9th, 2016 • T. Rowe Price Total Return Fund, Inc.

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of July 26, 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 Total Return Fund, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the T. Rowe Price Total Return Fund (the “Fund”).

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • September 9th, 2016 • T. Rowe Price Total Return Fund, Inc.

THIS UNDERWRITING AGREEMENT, made as of the 26th day of July, 2016, by and between T. ROWE PRICE TOTAL RETURN FUND, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Corporation”), 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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