0001741773-20-000703 Sample Contracts

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • April 28th, 2020 • T. Rowe Price U.S. Equity Research Fund, Inc.

This Amendment (the “Amendment”) to the Restated Investment Management Agreement (the “Agreement”) is made as of the 1st day of November, 2019, by and between T. ROWE PRICE U.S. EQUITY RESEARCH FUND INC., a Maryland corporation (the “Corporation”), on behalf of the T. Rowe Price U.S. Equity Research Fund (the “Fund”), a separate series of 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”). Any terms used in this Amendment are defined as defined in the Agreement unless otherwise defined herein.

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2020 • T. Rowe Price U.S. Equity Research Fund, Inc.

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of October 1, 2019, 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 U.S. Equity Research Fund, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the T. Rowe Price U.S. Equity Research Fund (the “Fund”).

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