0001177017-16-000544 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • February 23rd, 2016 • T. Rowe Price Retirement Funds, Inc.

This AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT, made as of the 1st day of February, 2016, by and between T. ROWE PRICE RETIREMENT FUNDS, INC. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, and T. ROWE PRICE ASSOCIATES, INC. (the “Manager”).

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 23rd, 2016 • T. Rowe Price Retirement Funds, Inc.

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of February 1, 2016, 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 T. Rowe Price Retirement Funds, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the funds listed on Exhibit A (each a “Fund” and collectively the “Funds”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 23rd, 2016 • T. Rowe Price Retirement Funds, Inc.

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of February 24, 2016, 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 T. Rowe Price Retirement Funds, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of the following funds: T. Rowe Price Target 2005 Fund; T. Rowe Price Target 2010 Fund; T. Rowe Price Target 2015 Fund; T. Rowe Price Target 2020 Fund; T. Rowe Price Target 2025 Fund; T. Rowe Price Target 2030 Fund; T. Rowe Price Target 2035 Fund; T. Rowe Price Target 2040 Fund; T. Rowe Price Target 2045 Fund; T. Rowe Price Target 2050 Fund; T. Rowe Price Target 2055 Fund; and T. Rowe Price Target 2060 Fund (each a “Fund” and collectively the “Funds”).

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