T. Rowe Price Capital Appreciation & Income Fund, Inc. Sample Contracts

Custodian Agreement
Custodian Agreement • August 30th, 2017 • T. Rowe Price Capital Appreciation & Income Fund, Inc. • Massachusetts

This Agreement is made as of January 28, 1998 by and between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) which executes a copy of this Agreement (each referred to herein as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Custodian”).

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GLOBAL CUSTODY AGREEMENT
Agreement • August 30th, 2017 • T. Rowe Price Capital Appreciation & Income Fund, Inc. • New York

This AGREEMENT is effective January 3, 1994, and is between THE CHASE MANHATTAN BANK, N.A. (the “Bank”) and EACH OF THE ENTITIES LISTED ON SCHEDULE A HERETO, Individually and Separately (each individually, the “Customer”).

INVESTMENT MANAGEMENT AGREEMENT between
Investment Management Agreement • August 30th, 2017 • T. Rowe Price Capital Appreciation & Income Fund, Inc.

This INVESTMENT MANAGEMENT AGREEMENT, made as of the 24th day of October, 2016, by and between T. ROWE PRICE CAPITAL APPRECIATION & INCOME 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 • August 30th, 2017 • T. Rowe Price Capital Appreciation & Income Fund, Inc.

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of July 25, 2017, 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 Capital Appreciation & Income Fund, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the T. Rowe Price Capital Appreciation & Income Fund (the “Fund”).

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • August 30th, 2017 • T. Rowe Price Capital Appreciation & Income Fund, Inc.

THIS UNDERWRITING AGREEMENT, made as of the 24th day of October, 2017, by and between T. ROWE PRICE CAPITAL APPRECIATION & INCOME 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”).

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • August 30th, 2017 • T. Rowe Price Capital Appreciation & Income Fund, Inc.

This is an Amendment to the Investment Management Agreement (the “Agreement”), made as of the 25th day of July, 2017, by and between T. ROWE PRICE CAPITAL APPRECIATION & INCOME FUND, INC., a Maryland corporation (the “Fund”), 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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