T. Rowe Price Equity Series, Inc. Sample Contracts

PAGE 1 INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 13th, 1996 • Price T Rowe Equity Series Inc
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FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • April 28th, 2022 • T. Rowe Price Equity Series, 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 27th, 2023 • T. Rowe Price Equity Series, 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”).

Custodian Agreement
Custodian Agreement • April 28th, 2022 • T. Rowe Price Equity Series, 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”).

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 Equity Series, 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 Equity Series, 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.

AMENDED AND RESTATED AGREEMENT between and THE T. ROWE PRICE FUNDS for FUND ACCOUNTING and RELATED ADMINISTRATIVE SERVICES
Agreement • April 27th, 2023 • T. Rowe Price Equity Series, 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

TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • April 28th, 2021 • T. Rowe Price Equity Series, Inc. • Maryland
INVESTMENT SUB-ADVISORY AGREEMENT Between
Investment Sub-Advisory Agreement • April 28th, 2022 • T. Rowe Price Equity Series, 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 28th, 2022 • T. Rowe Price Equity Series, 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
Transfer Agency and Service Agreement • April 27th, 2023 • T. Rowe Price Equity Series, Inc.
CUSTODIAN AGREEMENT
Custodian Agreement • December 12th, 2000 • Price T Rowe Equity Series Inc • Massachusetts
Custodian Agreement
Custodian Agreement • April 29th, 2011 • T. Rowe Price Equity Series, 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").

EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE
Expense Limitation and Management Fee Waiver Agreement • April 28th, 2021 • T. Rowe Price Equity Series, 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”).

INVESTMENT SUB-ADVISORY AGREEMENT Between
Investment Sub-Advisory Agreement • February 26th, 2024 • T. Rowe Price Equity Series, 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 • February 26th, 2024 • T. Rowe Price Equity Series, 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.

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • April 30th, 2003 • Price T Rowe Equity Series Inc

THIS UNDERWRITING AGREEMENT, made as of the 1st day of May 2003, by and between T. ROWE PRICE EQUITY SERIES, 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").

MANAGEMENT FEE WAIVER AGREEMENT
Management Fee Waiver Agreement • April 29th, 2019 • T. Rowe Price Equity Series, Inc.

THIS MANAGEMENT FEE WAIVER AGREEMENT (the “Agreement”), effective as of July 1, 2018, 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 Equity Series, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the T. Rowe Price Blue Chip Growth Portfolio (the “Fund”).

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

BETWEEN
Investment Management Agreement • December 12th, 2000 • Price T Rowe Equity Series Inc
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INVESTMENT SUB-ADVISORY AGREEMENT Between
Investment Sub-Advisory Agreement • April 28th, 2022 • T. Rowe Price Equity Series, Inc. • Maryland

This INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), is dated as of February 2, 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 and T. Rowe Price Hong Kong Limited (the “Subadviser” or “TRP Hong Kong”), a 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.

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

TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • April 25th, 2014 • T. Rowe Price Equity Series, Inc. • Maryland
AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTS Between EACH OF THE T. ROWE PRICE VARIABLE INSURANCE PORTFOLIOS (EACH A “FUND” AND COLLECTIVELY THE “FUNDS”) SET FORTH ON SCHEDULE A HERETO, SEVERALLY AND NOT JOINTLY, and
T. Rowe Price Equity Series, Inc. • February 26th, 2024

This Amendment (the “Amendment”) to each of the Investment Management Agreements is made as of October 23, 2023, by and between each of the Funds, separately and not jointly, and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Manager”).

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTS (the "Agreements") Between Each of the T. Rowe Price Funds (each a "Fund" and collectively "the Funds") set forth on Schedule A hereto, severally and not jointly and
T. Rowe Price Equity Series, Inc. • April 29th, 2008

This is an Amendment to each of the Agreements, made as of the 24th day of April, 2007, by and between each of the Funds, separately and not jointly, and the U.S. Manager or International Manager, as the case may be.

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