T. Rowe Price Capital Appreciation Fund Sample Contracts

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Transfer Agency and Service Agreement • April 24th, 1998 • Price T Rowe Capital Appreciation Fund • Maryland
FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • September 22nd, 2023 • T. Rowe Price Capital Appreciation 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”).

GLOBAL CUSTODY AGREEMENT
Agreement • April 28th, 2022 • T. Rowe Price Capital Appreciation 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”).

Article A Terms of Appointment/Duties of Price Associates 2 Article B Fees and Expenses 2 Article C Representations and Warranties of Price Associates 2 Article D Representations and Warranties of the Fund 3 Article E Ownership of Software and Related...
Agreement • April 28th, 2022 • T. Rowe Price Capital Appreciation Fund, Inc. • Maryland

WHEREAS, pursuant to an Agreement dated as of January 1, 2015, between Price Associates and each of the Funds (the “Current Price Accounting Agreement”), Price Associates has been providing certain accounting, administrative and tax services (the “Current Price Services”) to the Funds;

Contract
Bny Agreement • April 28th, 2022 • T. Rowe Price Capital Appreciation 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 • December 23rd, 2004 • Price T Rowe Capital Appreciation Fund

THIS UNDERWRITING AGREEMENT, made as of the 20th day of October 2004, by and between T. ROWE PRICE CAPITAL APPRECIATION FUND, 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").

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • September 22nd, 2023 • T. Rowe Price Capital Appreciation Fund, Inc.
INVESTMENT SUB-ADVISORY AGREEMENT Between
Investment Sub-Advisory Agreement • April 28th, 2022 • T. Rowe Price Capital Appreciation Fund, Inc. • Maryland

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is dated as of March 7, 2022 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.

EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE
Expense Limitation and Management Fee Waiver Agreement • April 27th, 2023 • T. Rowe Price Capital Appreciation Fund, Inc.

This EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT (the “Agreement”), effective with respect to each Fund and as of the date indicated in the Schedules of this Agreement, 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 each Corporation, each of which is organized and existing under the laws of the State of Maryland, on behalf of itself or on behalf of its series and/or its separate share classes, as applicable (each, a “Fund” or a “Class”).

AGREEMENT between and
Agreement • September 22nd, 2023 • T. Rowe Price Capital Appreciation Fund, Inc.
Custodian Agreement
Custodian Agreement • March 2nd, 2011 • T. Rowe Price Capital Appreciation Fund • 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").

INVESTMENT SUB-ADVISORY AGREEMENT Between
Investment Sub-Advisory Agreement • April 27th, 2023 • T. Rowe Price Capital Appreciation Fund, 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.

AMENDED AND RESTATED AGREEMENT between and THE T. ROWE PRICE FUNDS for FUND ACCOUNTING and RELATED ADMINISTRATIVE SERVICES
Agreement • September 22nd, 2023 • T. Rowe Price Capital Appreciation Fund, Inc.

This AMENDED AND RESTATED AGREEMENT (“Agreement”) is entered into as of January 1, 2023, by and between T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 (“Price Associates”), and each Fund which is listed on Exhibit A1 and Exhibit A2 (as such Exhibits may be amended from time to time) and which evidences its agreement to

EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE
Expense Limitation and Management Fee Waiver Agreement • September 22nd, 2023 • T. Rowe Price Capital Appreciation Fund, Inc.

This EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT (the “Agreement”), effective with respect to each Fund and as of the date indicated in the Schedules of this Agreement, 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 each Corporation, each of which is organized and existing under the laws of the State of Maryland, on behalf of itself or on behalf of its series and/or its separate share classes, as applicable (each, a “Fund” or a “Class”).

TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • April 29th, 2011 • T. Rowe Price Capital Appreciation Fund • Maryland
UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • October 24th, 2017 • T. Rowe Price Capital Appreciation Fund

THIS UNDERWRITING AGREEMENT, made as of the 6th day of February, 2017, by and between T. ROWE PRICE CAPITAL APPRECIATION 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”).

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GLOBAL CUSTODY AGREEMENT
Agreement • April 28th, 2006 • T. Rowe Price Capital Appreciation Fund • 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").

AGREEMENT between
Agreement • April 29th, 2011 • T. Rowe Price Capital Appreciation Fund • Maryland
INVESTMENT MANAGEMENT AGREEMENT between
Investment Management Agreement • October 24th, 2017 • T. Rowe Price Capital Appreciation Fund

This INVESTMENT MANAGEMENT AGREEMENT made as of the 30th day of October, 2017, by and between T. ROWE PRICE CAPITAL APPRECIATION FUND, INC., a corporation organized and existing under the laws of the State of Maryland (the “Fund”), and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (the “Manager”).

TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • March 2nd, 2011 • T. Rowe Price Capital Appreciation Fund • Maryland

AGREEMENT made as of the first day of January, 2010, by and between T. ROWE PRICE SERVICES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 (“Price Services”), and EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each such Fund individually hereinafter referred to as “the Fund,” whose definition may be found in Article V);

Contract
Master Trust Agreement • December 23rd, 2004 • Price T Rowe Capital Appreciation Fund

RESOLVED, that the Master Trust Agreement dated May 9, 1986, as amended, shall be, and it hereby is, amended to allow the Trustees to create different classes of Shares of beneficial interest in the Trust, and in each Series of Shares and, accordingly, that the first two paragraphs of Section 4.1 of the T. Rowe Price Capital Appreciation Fund Master Trust Agreement be, and they hereby are, deleted, and that the following language be, and hereby is, added as the first two paragraphs of said Section 4.1:

AGREEMENT between
Agreement • December 23rd, 2004 • Price T Rowe Capital Appreciation Fund • Maryland
INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • July 17th, 2023 • T. Rowe Price Capital Appreciation Fund, Inc.

This INVESTMENT MANAGEMENT AGREEMENT, made as of the 10th day of May, 2023, by and between T. ROWE PRICE CAPITAL APPRECIATION FUND, INC. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, and T. ROWE PRICE ASSOCIATES, INC. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland.

INVESTMENT SUB-ADVISORY AGREEMENT Between
Investment Sub-Advisory Agreement • April 28th, 2022 • T. Rowe Price Capital Appreciation Fund, 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.

GLOBAL CUSTODY AGREEMENT
Amendment Agreement • March 2nd, 2011 • T. Rowe Price Capital Appreciation Fund • 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”).

AGREEMENT between
Agreement • March 2nd, 2011 • T. Rowe Price Capital Appreciation Fund • Maryland
AGREEMENT between T. ROWE PRICE ASSOCIATES, INC. and THE T. ROWE PRICE FUNDS for FUND ACCOUNTING SERVICES
Agreement • March 2nd, 2011 • T. Rowe Price Capital Appreciation Fund • Maryland
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