0001177017-05-000024 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • March 11th, 2005 • T Rowe Price Retirement Funds Inc

INVESTMENT MANAGEMENT AGREEMENT, made as of the 2nd day of March, 2005, by and between T. ROWE PRICE RETIREMENT FUNDS, INC., a Maryland corporation (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").

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SPECIAL SERVICING AGREEMENT
Special Servicing Agreement • March 11th, 2005 • T Rowe Price Retirement Funds Inc • Maryland

THIS SPECIAL SERVICING AGREEMENT ("Agreement"), made as of the 4th day of September, 2002, is hereby amended as of October 22, 2003, February 4, 2004, and March 2, 2005 by and between T. ROWE PRICE RETIREMENT FUNDS, INC., on behalf of its separate series and classes, T. ROWE PRICE RETIREMENT 2005 FUND, T. ROWE PRICE RETIREMENT 2010 FUND, T. ROWE PRICE RETIREMENT 2010 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2010 FUND—R CLASS, T. ROWE PRICE RETIREMENT 2015 FUND, T. ROWE PRICE RETIREMENT 2020 FUND, T. ROWE PRICE RETIREMENT 2020 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2020 FUND—R CLASS, T. ROWE PRICE RETIREMENT 2025 FUND, T. ROWE PRICE RETIREMENT 2030 FUND, T. ROWE PRICE RETIREMENT 2030 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2030 FUND—R CLASS, T. ROWE PRICE RETIREMENT 2035 FUND, T. ROWE PRICE RETIREMENT 2040 FUND, T. ROWE PRICE RETIREMENT 2040 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2040 FUND—R CLASS, T. ROWE PRICE RETIREMENT 2045 FUND, T. ROWE PRICE RETIREMENT INCOME

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