0001741773-20-001741 Sample Contracts

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • July 10th, 2020 • T. Rowe Price Retirement Funds, Inc. • New York

THIS FUND ACCOUNTING AGREEMENT (this “Agreement”) is 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 below), 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) (“TRP”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).

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EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE
Expense Limitation and Management Fee Waiver Agreement • July 10th, 2020 • T. Rowe Price Retirement Funds, Inc.

This EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT (the “Agreement”), effective with respect to each Fund and as of the date indicated in the Schedules of this Agreement , 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 each Corporation, each of which is organized and existing under the laws of the State of Maryland, on behalf of itself or on behalf of its series and/or its separate share classes, as applicable (each, a “Fund” or a “Class”).

AGREEMENT between
Agreement • July 10th, 2020 • T. Rowe Price Retirement Funds, Inc. • Maryland
AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 10th, 2020 • T. Rowe Price Retirement Funds, Inc.

This Amendment (the “Amendment”) to the Investment Management Agreement is made as of the 5th day of February, 2020, by and between T. Rowe Price Retirement Funds, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of each Fund listed in Schedule A (each a “Fund” and collectively the “Funds”) and T. ROWE PRICE ASSOCIATES, INC. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland.

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • July 10th, 2020 • T. Rowe Price Retirement Funds, Inc.

This Amendment (the “Amendment”) to the Investment Management Agreement is made as of the 5th day of February, 2020, by and between T. Rowe Price Retirement Funds, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Maryland, on behalf of each Fund listed in Schedule A (each a “Fund” and collectively the “Funds”) and T. ROWE PRICE ASSOCIATES, INC. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland.

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