0001177017-16-000659 Sample Contracts

Contract
Bny Agreement • September 28th, 2016 • T. Rowe Price Retirement Funds, Inc. • New York

In connection with the Fund Accounting Agreement (the “BNY Agreement”), effective as of August 1, 2015 (the “Effective Date”), by and between each investment company listed on Exhibit A attached hereto (each, a “Company”), on behalf of itself or, where noted on Exhibit A, on behalf of its Series (as defined therein), severally and not jointly (each Company and/or Series a “Fund”, and collectively the “Funds”), T. Rowe Price Associates, Inc., solely with respect to Section 3(c) thereof (“TRP”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”), TRP and the Funds desire to enter into this letter agreement (this “Agreement”). Defined terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in the BNY Agreement.

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 28th, 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”).

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