0001795351-19-000006 Sample Contracts

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • December 11th, 2019 • 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”).

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AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • December 11th, 2019 • T. Rowe Price Exchange-Traded Funds, Inc. • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between T. Rowe Price Investment Services, Inc. (the “Distributor”), the distributor of certain portfolios of securities (each, a “Fund” and collectively, the “Funds”) organized as separate and distinct series of assets under T. Rowe Price Exchange-Traded Funds, Inc., a Maryland business corporation (“Company”) and [Participant Name] (the “Participant”) and is subject to acceptance by State Street Bank and Trust Company as transfer agent (the “Transfer Agent”).

INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • December 11th, 2019 • T. Rowe Price Exchange-Traded Funds, Inc. • Maryland

This INVESTMENT MANAGEMENT AGREEMENT, made as of October 28, 2019, by and between T. ROWE PRICE EXCHANGE-TRADED FUNDS, INC. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of its separate series listed on Schedule A (as such Schedule may be amended from time to time) (each such series being herein referred to as a “Fund” and collectively as the “Funds”) and T. ROWE PRICE ASSOCIATES, INC. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland.

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