0001681576-16-000010 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT between

Investment Management Agreement • November 3rd, 2016 • T. Rowe Price Total Return Fund, Inc.

• Contract Type
  Investment Management Agreement
• Filed
  November 3rd, 2016
• Company
  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”).

EXPENSE LIMITATION AGREEMENT

Expense Limitation Agreement • November 3rd, 2016 • T. Rowe Price Total Return Fund, Inc.

• Contract Type
  Expense Limitation Agreement
• Filed
  November 3rd, 2016
• Company
  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 • November 3rd, 2016 • T. Rowe Price Total Return Fund, Inc.

• Contract Type
  Underwriting Agreement
• Filed
  November 3rd, 2016
• Company
  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”).

FUND ACCOUNTING AGREEMENT

Fund Accounting Agreement • November 3rd, 2016 • T. Rowe Price Total Return Fund, Inc. • New York

• Contract Type
  Fund Accounting Agreement
• Filed
  November 3rd, 2016
• Company
  T. Rowe Price Total Return Fund, Inc.
• Jurisdiction
  New York

THIS FUND ACCOUNTING AGREEMENT (this “Agreement”) is 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 below), 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) (“TRP”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).