EX-99.D ADVSR CONTR 4 ex99dadvsrcontr-inman.htm

AMENDMENT TO

INVESTMENT MANAGEMENT AGREEMENT

Between

T. ROWE PRICE EXCHANGE-TRADED FUNDS, INC.

and

T. ROWE PRICE ASSOCIATES, INC.

 This Amendment (the “Amendment”) to the Investment Management Agreement is made as of the 3rd day of February, 2021, by and between T. ROWE PRICE EXCHANGE-TRADED FUNDS, INC., a Maryland corporation (the “Corporation”), on behalf of its underlying series funds (the “Funds”), each a separate series of the Corporation, and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Manager”).

W I T N E S S E T H:

 WHEREAS, the parties hereto entered into an Investment Management Agreement dated as of October 28, 2019 (the “Agreement”);

 WHEREAS, the Corporation’s Board of Directors, including a majority of the directors who are not interested persons of the Corporation, has approved, effective February 3, 2021, the creation and addition of the T. Rowe Price U.S. Equity Research ETF as a separate series of the Corporation;

 WHEREAS, the parties hereto desire to amend the Agreement to make the changes set out below;

 NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. Schedule A to the Agreement is amended to read as follows:

Schedule A

This Agreement relates to the following Funds:

   

Fund Name

Effective Date of Agreement for the Fund

Annual Management Fee (as a percentage of average daily net assets)

T. Rowe Price Blue Chip Growth ETF

October 28, 2019

0.57%

T. Rowe Price Dividend Growth ETF

October 28, 2019

0.50%

T. Rowe Price Growth Stock ETF

October 28, 2019

0.52%

T. Rowe Price Equity Income ETF

October 28, 2019

0.54%


   

T. Rowe Price U.S. Equity Research ETF

February 3, 2021

0.34%

2


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written.

  

Attest:

T. ROWE PRICE EXCHANGE-TRADED FUNDS, INC.

[[sig1]]

___________________________________
Shannon Hofher Rauser, Assistant Secretary

 [[sig2]]

By:___________________________________
David Oestreicher, Executive Vice President

  

Attest:

T. ROWE PRICE ASSOCIATES, INC.

[[sig3]]

___________________________________
Kathryn L. Reilly, Assistant Secretary

 [[sig4]]

By:___________________________________
Fran Pollack-Matz, Vice President

CAPS\Documents\Agreements\Investment Management Agreements\ETF Amended Investment Management Agreement.docx

3