0001462712-09-000002 Sample Contracts

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • April 24th, 2009 • T. Rowe Price U.S. Large-Cap Core Fund, Inc.

THIS UNDERWRITING AGREEMENT, made as of the ____ day of April, 2009, by and between T. ROWE PRICE U.S. LARGE-CAP CORE 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").

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INVESTMENT MANAGEMENT AGREEMENT ("Agreement") Between
Investment Management Agreement • April 24th, 2009 • T. Rowe Price U.S. Large-Cap Core Fund, Inc.

INVESTMENT MANAGEMENT AGREEMENT, made as of the ___ day of April, 2009, by and between T. ROWE PRICE U.S. LARGE-CAP CORE 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").

DISTRIBUTION AND SERVICE AGREEMENT
Distribution and Service Agreement • April 24th, 2009 • T. Rowe Price U.S. Large-Cap Core Fund, Inc. • Maryland

WHEREAS, the Distributor is the principal underwriter of the T. Rowe Price open-end investment companies ("Funds") registered under the Investment Company Act of 1940, as amended (the "40 Act") and certain of such Funds have issued multiple classes (each a "Class"; collectively as "Classes") of shares;

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