0001741773-24-003101 Sample Contracts

AMENDED AND RESTATED AGREEMENT between
Agreement • July 24th, 2024 • T. Rowe Price Exchange-Traded Funds, Inc.
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INVESTMENT SUB-ADVISORY AGREEMENT Between
Investment Sub-Advisory Agreement • July 24th, 2024 • T. Rowe Price Exchange-Traded Funds, Inc. • Maryland

This INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), is dated as of May 1, 2022 and entered into by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America with its principal office at 100 East Pratt Street, Baltimore, Maryland 21202, United States of America and T. Rowe Price Hong Kong Limited (the “Subadviser” or “TRP Hong Kong”), an indirect, wholly-owned subsidiary of the Adviser and a Hong Kong limited company organized and existing under the laws of Hong Kong with its principal office at 6/F Chater House, 8 Connaught Place, Central, Hong Kong, with respect to each Fund (as defined below) set forth on Schedule 1 as of the date indicated thereof, as it may be amended from time to time.

INVESTMENT SUB-ADVISORY AGREEMENT Between
Investment Sub-Advisory Agreement • July 24th, 2024 • T. Rowe Price Exchange-Traded Funds, Inc. • Maryland

This INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is dated as of May 1, 2022 and entered into by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, and T. Rowe Price International Ltd (the “Sub-adviser”), a corporation organized and existing under the laws of the United Kingdom, with respect to each Fund (as defined below) set forth on Schedule 1 as of the date indicated thereof, as it may be amended from time to time.

INVESTMENT SUB-ADVISORY AGREEMENT Between
Investment Sub-Advisory Agreement • July 24th, 2024 • T. Rowe Price Exchange-Traded Funds, Inc. • Maryland

This INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is dated as of May 1, 2022 and entered into by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, and T. Rowe Price Investment Management, Inc. (the “Sub-adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, with respect to each Fund (defined below) set forth on Schedule 1 as of the date indicated thereof, as it may be amended from time to time.

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • July 24th, 2024 • T. Rowe Price Exchange-Traded Funds, Inc. • Massachusetts

This Agreement is made as of March 6, 2020 (this “Agreement”), between each T. Rowe Price management investment company identified on Appendix A and each T. Rowe Price management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 24th, 2024 • T. Rowe Price Exchange-Traded Funds, Inc.

THIS TRANSFER AGENCY AND SERVICE AGREEMENT (this “Agreement”) is made as of the 6th day of March, 2020, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111(“State Street” or the “Transfer Agent”), and T. ROWE PRICE EXCHANGE-TRADED FUNDS, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 (the “Corporation”).

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • July 24th, 2024 • T. Rowe Price Exchange-Traded Funds, Inc.

THIS UNDERWRITING AGREEMENT, made as of the 31st day of July, 2019, by and between T. ROWE PRICE EXCHANGE-TRADED FUNDS, 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”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • July 24th, 2024 • T. Rowe Price Exchange-Traded Funds, Inc. • Massachusetts

This Sub-Administration Agreement (“Agreement”) dated and effective as of March 6, 2020, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”), and T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation (the “Advisor”).

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • July 24th, 2024 • T. Rowe Price Exchange-Traded Funds, Inc.

This Amendment (the “Amendment”) to the Investment Management Agreement is made as of the 8th day of May, 2024, by and between T. ROWE PRICE EXCHANGE-TRADED FUNDS, INC., a Maryland corporation (the “Corporation”), on behalf of its underlying series funds (the “Funds”), each 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”).

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