T. Rowe Price Exchange-Traded Funds, Inc. 485BPOS
Exhibit 99.(d)(15)
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 29th day of July, 2025, 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, approved, effective July 29, 2025, the creation and addition of the T. Rowe Price Active Core International Equity ETF, T. Rowe Price Active Core U.S. Equity ETF, T. Rowe Price Emerging Markets Equity Research ETF, T. Rowe Price High Income Municipal ETF, T. Rowe Price Innovation Leaders ETF, T. Rowe Price Long Municipal Income ETF, T. Rowe Price Multi-Sector Income ETF, and T. Rowe Price Short Municipal Income ETF (the “New Funds”), each as a separate series of the Corporation;
WHEREAS, the Corporation’s Board of Directors, including a majority of the directors who are not interested persons of the Corporation, approved, effective July 29, 2025, a Distribution and Servicing Plan for the New Funds (“Plan”);
WHEREAS, the Corporation’s Board of Directors, including a majority of the directors who are not interested persons of the Corporation, approved, effective July 29, 2025, excluding 12b-1 fees under the Plan from the expenses to be paid by the Manager under Paragraph 2 of the Agreement with respect to the New Funds;
WHEREAS, the parties hereto desire to amend the Agreement to make the changes set out below;
1
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:
1. | Paragraph 2 is amended to add the following (exception to the Manager’s payment of expenses) as item (6): |
(6) With respect to the Funds listed on Schedule B only, 12b-1 fees. Any services and distribution expenses pursuant to a plan adopted in accordance with Rule 12b-1 under the Act.
2. | Schedule B is added to the end of the Agreement, after Schedule A, as follows: |
Schedule B
The exclusion in paragraph 2 (6) related to 12b-1 Fees applies to the following Funds only:
T. Rowe Price Active Core International Equity ETF
T. Rowe Price Active Core U.S. Equity ETF
T. Rowe Price Emerging Markets Equity Research ETF
T. Rowe Price High Income Municipal ETF
T. Rowe Price Innovation Leaders ETF
T. Rowe Price Long Municipal Income ETF
T. Rowe Price Multi-Sector Income ETF
T. Rowe Price Short Municipal Income ETF
3. | Schedule A to the Agreement is amended to read as follows: |
2
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 Active Core International Equity ETF | July 29, 2025 | 0.20% |
T. Rowe Price Active Core U.S. Equity ETF | July 29, 2025 | 0.14% |
T. Rowe Price Blue Chip Growth ETF | October 28, 2019 | 0.57% |
T. Rowe Price Capital Appreciation Equity ETF | December 5, 2022 | 0.31% |
T. Rowe Price Capital Appreciation Premium Income ETF | October 24, 2024 | 0.34% |
T. Rowe Price Dividend Growth ETF | October 28, 2019 | 0.50% |
T. Rowe Price Emerging Markets Equity Research ETF | July 29, 2025 | 0.40% |
T. Rowe Price Equity Income ETF | October 28, 2019 | 0.54% |
T. Rowe Price Financials ETF | February 6, 2025 | 0.44% |
T. Rowe Price Floating Rate ETF | May 11, 2022 | 0.59% |
T. Rowe Price Global Equity ETF | February 6, 2025 | 0.46% |
T. Rowe Price Growth ETF | December 5, 2022 | 0.38% |
T. Rowe Price Growth Stock ETF | October 28, 2019 | 0.52% |
T. Rowe Price Health Care ETF | February 6, 2025 | 0.44% |
T. Rowe Price Hedged Equity ETF | October 24, 2024 | 0.46% |
T. Rowe Price High Income Municipal ETF | July 29, 2025 | 0.32% |
3
Fund Name | Effective Date of Agreement for the Fund | Annual Management Fee (as a percentage of average daily net assets) |
T. Rowe Price Innovation Leaders ETF | July 29, 2025 | 0.49% |
T. Rowe Price Intermediate Municipal Income ETF | February 5, 2024 | 0.24% |
T. Rowe Price International Equity ETF | December 5, 2022 | 0.50% |
T. Rowe Price International Equity Research ETF | February 6, 2025 | 0.38% |
T. Rowe Price Long Municipal Income ETF | July 29, 2025 | 0.26% |
T. Rowe Price Multi-Sector Income ETF | July 29, 2025 | 0.37% |
T. Rowe Price Natural Resources ETF | February 6, 2025 | 0.44% |
T. Rowe Price QM U.S. Bond ETF | July 27, 2021 | 0.08% |
T. Rowe Price Short Municipal Income ETF | July 29, 2025 | 0.18% |
T. Rowe Price Small-Mid Cap ETF | December 5, 2022 | 0.55% |
T. Rowe Price Technology ETF | May 8, 2024 | 0.63% |
T. Rowe Price Total Return ETF | July 27, 2021 | 0.31% |
T. Rowe Price U.S. Equity Research ETF | February 3, 2021 | 0.34% |
T. Rowe Price U.S. High Yield ETF | May 11, 2022 | 0.56% |
T. Rowe Price Ultra Short-Term Bond ETF | July 27, 2021 | 0.17% |
T. Rowe Price Value ETF | December 5, 2022 | 0.33% |
4
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. | ||||
/s/ Cheryl L. Emory | By | /s/ Fran Pollack-Matz | |||
Cheryl L. Emory, Assistant Secretary | Fran Pollack-Matz, Vice President |
Attest: | T. ROWE PRICE ASSOCIATES, INC. | ||||
/s/ Kathryn L. Reilly | By: | /s/ Seba Kurian | |||
Kathryn L. Reilly, Assistant Secretary | Seba Kurian, Vice President |
5