0001681576-16-000010 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT between
Investment Management Agreement • November 3rd, 2016 • T. Rowe Price Total Return Fund, Inc.

This INVESTMENT MANAGEMENT AGREEMENT, made as of the 26th day of July, 2016, by and between T. ROWE PRICE TOTAL RETURN 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”).

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 3rd, 2016 • T. Rowe Price Total Return Fund, Inc.

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of July 26, 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 Total Return Fund, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the T. Rowe Price Total Return Fund (the “Fund”).

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • November 3rd, 2016 • T. Rowe Price Total Return Fund, Inc.

THIS UNDERWRITING AGREEMENT, made as of the 26th day of July, 2016, by and between T. ROWE PRICE TOTAL RETURN 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”).

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • November 3rd, 2016 • T. Rowe Price Total Return 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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