T. Rowe Price Tax-Free High Yield Fund, Inc. Sample Contracts

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • June 26th, 2020 • T. Rowe Price Tax-Free High Yield Fund, Inc. • 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”).

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Contract
Bny Agreement • June 26th, 2020 • T. Rowe Price Tax-Free High Yield Fund, Inc. • New York

In connection with the Fund Accounting Agreement (the “BNY Agreement”), 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 therein), 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) thereof (“TRP”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”), TRP and the Funds desire to enter into this letter agreement (this “Agreement”). This Agreement supersedes the letter agreement dated August 1, 2015, as amended November 3, 2015, April 18, 2016, July 19, 2016, August 1, 2016 and October 25, 2016, between TRP and the Funds. Defined terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in the BNY Agreement.

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • August 3rd, 2012 • T. Rowe Price Tax-Free High Yield Fund, Inc.

THIS UNDERWRITING AGREEMENT, made as of the 24th day of April, 2012, by and between T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Fund”), and T. ROWE PRICE INVESTMENT SERVICES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Distributor”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 29th, 2016 • T. Rowe Price Tax-Free High Yield Fund, Inc.

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of November 29, 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 Tax-Free High Yield Fund, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the T. Rowe Price Tax-Free High Yield Fund (the “Fund”).

TRANSFER AGENCY AND SERVICE AGREEMENT between and THE T. ROWE PRICE FUNDS
Transfer Agency and Service Agreement • June 27th, 2007 • T. Rowe Price Tax-Free High Yield Fund, Inc. • Maryland

Article A Terms of Appointment 5 Article B Duties of Price Services 6 1. Services 6 2. Agreements with Intermediaries 6 3. Anti-Money Laundering Program 8 Article C Fees and Expenses 9 Article D Representations and Warranties of the Price Services 9 Article E Representations and Warranties of the Fund 10 Article F Standard of Care/Indemnification 11 Article G Dual Interests 13 Article H Documentation 14 Article I References to Price Services 15 Article J Compliance with Governmental Rules and Regulations 16 Article K Ownership of Software and Related Material 16 Article L Quality Service Standards 16 Article M As of Transactions 17 Article N Term and Termination of Agreement 20 Article O Notice 21 Article P Assignment 21 Article Q Amendment/Interpretive Provisions 21 Article R Further Assurances 22 Article S Maryland Law to Apply 22 Article T Merger of Agreement 22 Article U Counterparts 22 Article V The Parti

MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • June 27th, 2019 • T. Rowe Price Tax-Free High Yield Fund, Inc.

THIS MANAGEMENT FEE WAIVER AGREEMENT (the “Agreement”), effective as of July 1, 2019, is entered into between T. Rowe Price Associates, Inc., a corporation organized and existing under the laws of the State of Maryland (the “Manager”), and T. Rowe Price Tax-Free High Yield Fund, Inc. (the “Fund”), a corporation organized and existing under the laws of the State of Maryland.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • June 29th, 2022 • T. Rowe Price Tax-Free High Yield Fund, Inc. • Massachusetts

THIS AGREEMENT, is made this 21st of December, 2021, by and among Fidelity Rutland Square Trust II (the “Fidelity Trust”), a statutory trust organized under the State of Delaware, on behalf of itself and its current and future series as identified on Schedule A, severally and not jointly (each, an “Acquiring Fund” and collectively, the “Acquiring Funds”), and each corporation identified on Schedule B (each, an “Underlying Company”), on behalf of itself and its respective series identified on Schedule B, severally and not jointly (each, an “Acquired Fund” and collectively the “Acquired Funds” and together with the Acquiring Funds, the “Funds”), and shall become effective on January 19, 2022 (the “Effective Date”).

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