0001177017-06-000063 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • December 20th, 2006 • T. Rowe Price Retirement Funds, Inc.

INVESTMENT MANAGEMENT AGREEMENT, made as of the 18th day of October, 2006, 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 • December 20th, 2006 • 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, March 2, 2005, July 19, 2006, and October 18, 2006 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,

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