0001741773-21-000761 Sample Contracts

Custodian Agreement
Custodian Agreement • April 8th, 2021 • T. Rowe Price U.S. Large-Cap Core Fund, 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”).

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GLOBAL CUSTODY AGREEMENT
Agreement • April 8th, 2021 • T. Rowe Price U.S. Large-Cap Core 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”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • April 8th, 2021 • T. Rowe Price U.S. Large-Cap Core Fund, Inc. • Maryland

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made this 26th day of October, 2020, by and between (i) T. Rowe Price Growth & Income Fund, Inc., (a series of T. Rowe Price Growth & Income Fund, Inc.) a corporation organized and existing under the laws of Maryland on behalf of its series, the T. Rowe Price Growth & Income Fund (“Acquired Fund”), and the Acquired Fund’s classes, the T. Rowe Price Growth & Income Fund (the “Acquired Fund—Investor Class”) and the T. Rowe Price Growth & Income Fund—I Class (the “Acquired Fund—I Class”), and (ii) T. Rowe Price U.S. Large-Cap Core Fund, Inc., a corporation organized and existing under the laws of Maryland on behalf of its series, T. Rowe Price U.S. Large-Cap Core Fund (“Acquiring Fund”) and the Acquiring Fund’s classes, the T. Rowe Price U.S. Large-Cap Core Fund (the “Acquiring Fund—Investor Class”), the T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class (the “Acquiring Fund—Advisor Class”), the T. Rowe Price U.S. Large-Cap Core

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