T. Rowe Price Institutional Income Funds, Inc. 485BPOS

Exhibit 99.(h)(12)

EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE

T. Rowe Price All-Cap Opportunities Fund, Inc.

 T. Rowe Price Balanced Fund, Inc.

T. Rowe Price Blue Chip Growth Fund, Inc.

T. Rowe Price Capital Appreciation Fund, Inc.

T. Rowe Price Communications & Technology Fund, Inc.

T. Rowe Price Corporate Income Fund, Inc.

T. Rowe Price Credit Opportunities Fund, Inc.

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

T. Rowe Price Dividend Growth Fund, Inc.

T. Rowe Price Equity Funds, Inc.

T. Rowe Price Equity Income Fund, Inc.

T. Rowe Price Equity Series, Inc.

T. Rowe Price Financial Services Fund, Inc.

T. Rowe Price Fixed Income Series, Inc.

T. Rowe Price Floating Rate Fund, Inc.

T. Rowe Price Global Allocation Fund, Inc.

T. Rowe Price Global Funds, Inc.

T. Rowe Price Global Multi-Sector Bond Fund, Inc.

T. Rowe Price Global Real Estate Fund, Inc.

T. Rowe Price Global Stock Fund, Inc.

T. Rowe Price Global Technology Fund, Inc.

T. Rowe Price GNMA Fund, Inc.

T. Rowe Price Government Money Fund, Inc.

T. Rowe Price Health Sciences Fund, Inc.

T. Rowe Price High Yield Fund, Inc.

T. Rowe Price Index Trust, Inc.

T. Rowe Price Inflation Protected Bond Fund, Inc.

T. Rowe Price Institutional Income Funds, Inc.

T. Rowe Price Integrated Equity Funds, Inc.

T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc.

T. Rowe Price International Funds, Inc.

T. Rowe Price International Index Fund, Inc.

T. Rowe Price International Series, Inc.

T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc.

T. Rowe Price Mid-Cap Growth Fund, Inc.

T. Rowe Price Mid-Cap Value Fund, Inc.

T. Rowe Price Multi-Strategy Total Return Fund, Inc.

T. Rowe Price New Era Fund, Inc.

T. Rowe Price New Horizons Fund, Inc.

T. Rowe Price New Income Fund, Inc.

T. Rowe Price QM U.S. Bond Index Fund, Inc.

T. Rowe Price Real Assets Fund, Inc.

T. Rowe Price Real Estate Fund, Inc.

T. Rowe Price Science & Technology Fund, Inc.

T. Rowe Price Short-Term Bond Fund, Inc.

T. Rowe Price Small-Cap Stock Fund, Inc.

T. Rowe Price Small-Cap Value Fund, Inc.

T. Rowe Price Spectrum Funds II, Inc.

T. Rowe Price State Tax-Free Funds, Inc.

T. Rowe Price Summit Municipal Funds, Inc.

T. Rowe Price Tax-Efficient Funds, Inc.

T. Rowe Price Tax-Exempt Money Fund, Inc.

T. Rowe Price Tax-Free High Yield Fund, Inc.

T. Rowe Price Tax-Free Income Fund, Inc.

T. Rowe Price Tax-Free Short-Intermediate Fund, Inc.

T. Rowe Price Total Return Fund, Inc.

T. Rowe Price U.S. Equity Research Fund, Inc.

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

T. Rowe Price U.S. Treasury Funds, Inc.

and

T. Rowe Price Value Fund, Inc. (each, a “Corporation,” and collectively, the “Corporations”), Separately,

and

T. Rowe Price Associates, 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 Schedule 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”).

WHEREAS, the Manager is an investment adviser registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended;

WHEREAS, each Fund is a series of a Corporation that is an open-end management investment company registered as such with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, pursuant to each Fund’s Investment Management Agreement with the Manager (each, a “Management Agreement”), the Fund pays the Manager a fee for investment management services (“Management Fee”);

WHEREAS, with respect to certain Funds, the applicable Corporation’s Board of Directors has approved the issuance of one or more of the following separate Classes of shares of the Fund: Investor Class, Advisor Class, I Class, R Class, Z Class, Institutional Class, F Class, Portfolio Class, and/or Portfolio II Class, as applicable; and

WHEREAS, each Corporation’s Board of Directors has determined that it is in the best interests of each applicable Fund and/or Class to enter into the expense limitation and/or management fee waiver arrangements specified in Schedule 1 attached hereto, as may be amended from time to time, each of which is described below.

NOW, THEREFORE, the Manager and the Corporation, on behalf of each applicable Fund and its applicable Classes, hereby agree as follows:

For each Fund and/or Class (as applicable) designated as having a total expense ratio limitation in Schedule 1, the Manager agrees to waive or pay any of the Fund and/or Class’ (as applicable) operating expenses, but excluding interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses (collectively, “Class Expenses”), or reimburse the Fund or Class (as applicable) for Class Expenses, to the extent Class Expenses exceed the limitation set forth on Schedule 1, on an annualized basis, of the Fund’s or Class’ (as applicable) average daily net assets (each hereinafter referred to as a “Total Expense Ratio Limitation”). Any Class Expenses waived or paid by the Manager pursuant to a Total Expense Ratio Limitation are subject to reimbursement to the Manager by the Fund or Class (as applicable) whenever Class Expenses are below the Total Expense Ratio Limitation for the Fund or Class (as applicable) set forth on Schedule 1. However, no reimbursement will be made more than three years after the waiver or payment of Class Expenses by the Manager or if such reimbursement would result in the Class Expenses exceeding the limitation set forth on Schedule 1. The Manager will not waive or reduce its management fee for any particular Class under a total expense ratio limitation.

For each Fund and/or Class designated as having an operating expense limitation in Schedule 1, the Manager agrees to pay any of the Fund’s and/or Class’ (as applicable) operating expenses excluding management fees; interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses (collectively, “Class Operating Expenses”), or reimburse the Fund and/or Class (as applicable) for Class Operating Expenses to the extent Class Operating Expenses exceed the limitation as set forth on Schedule 1, on an annualized basis, of the Fund’s and/or Class’ (as applicable) average daily net assets (hereinafter referred to as the “Operating Expense Limitation”). Any Class Operating Expenses paid by the Manager pursuant to the Operating Expense Limitation are subject to reimbursement to the Manager by the Fund and/or Class (as applicable) whenever the Class Operating Expenses are below the Operating Expense Limitation for the Fund or Class (as applicable) set forth on Schedule 1. However, no reimbursement will be made more than three years after the payment of Class Operating Expenses by the Manager or if such reimbursement would result in the Class Operating Expenses exceeding the limitation as set forth on Schedule 1.

(a) The Manager agrees to waive a portion of its Management Fees for the Fund for the period set forth on Schedule 1.

(b) The Fund’s Management Fee shall be computed in accordance with its Management Agreement.

Each Total Expense Ratio Limitation and Operating Expense Limitation will continue with respect to each Fund and/or Class at least through the date set forth on Schedule 1 (the “Termination Date”). Thereafter, this Agreement may continue for such period of time beyond the Termination Date and for such limit on Class Expenses and/or Class Operating Expenses as the Manager may agree, provided that the Board of Directors of the applicable Corporation, including a majority of the directors who are not interested persons of the Corporation (as defined in the 1940 Act), approves such continuation and new limit on Class Expenses and/or Class Operating Expenses (as applicable). This Agreement may be terminated at any time beyond the Termination Date with approval by the applicable Corporation’s Board of Directors, including a majority of the directors who are not interested persons of the Corporation. This Agreement will terminate automatically upon termination of the applicable Fund’s Management Agreement. Amendment or termination of this Agreement does not require approval by shareholders of the applicable Fund or Class.

Each Total Expense Ratio Limitation that applies to a Z Class of a Fund may only be amended with the written consent of the Manager and the Fund. In the case of the Fund, an amendment must be approved by the applicable Corporation’s Board of Directors, including a majority of the directors who are not interested persons of the Corporation. Each Total Expense Ratio Limitation that applies to a Z Class of a Fund may not be terminated without the approval by the applicable Corporation’s Board of Directors, including the approval of a majority of the directors who are not interested persons of the Corporation, provided that each Total Expense Ratio Limitation that applies to a Z Class will terminate automatically upon termination of the applicable Management Agreement. Amendment or termination of each Total Expense Ratio Limitation that applies to a Z Class of a Fund does not require approval by shareholders of the Fund or its separate classes of shares.

(a) Each management fee waiver will continue with respect to a Fund at least through the date indicated in Schedule 1 and renew automatically thereafter for a one-year term unless the Board of Directors of the applicable Corporation, including a majority of the directors who are not interested persons of the Corporation, approves the modification or termination of the Agreement with respect to the Fund. This Agreement will terminate automatically with respect to a Fund upon termination of its Management Agreement. Amendment or termination of this Agreement with respect to a Fund does not require approval of the Fund’s shareholders.

(b) Any management fees waived with respect to a Fund under this Agreement are not subject to reimbursement to the Manager by the Fund.

This Agreement shall be deemed to constitute a separate agreement between the Manager and each Corporation, on behalf of each Fund.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date stated in the preamble.

Schedule 1, last amended March 13, 2025

Funds with a 10/31 Fiscal Year End

Funds with a 12/31 Fiscal Year End

Funds with a 2/28 Fiscal Year End

Funds with a 5/31 Fiscal Year End