0001741773-21-001917 Sample Contracts

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • July 22nd, 2021 • 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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Custodian Agreement
Custodian Agreement • July 22nd, 2021 • T. Rowe Price Retirement Funds, Inc. • Massachusetts

This Agreement is made as of January 28, 1998 by and between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) which executes a copy of this Agreement (each referred to herein as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Custodian”).

Contract
Bny Agreement • July 22nd, 2021 • 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”). This Agreement supersedes the letter agreement dated August 1, 2015, as amended November 3, 2015, April 18, 2016, July 19, 2016, August 1, 2016 and October 25, 2016, between TRP and the Funds. Defined terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in the BNY Agreement.

AMENDED AND RESTATED AGREEMENT between
Agreement • July 22nd, 2021 • T. Rowe Price Retirement Funds, Inc. • Maryland
INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • July 22nd, 2021 • T. Rowe Price Retirement Funds, Inc.

This INVESTMENT MANAGEMENT AGREEMENT, made as of the 12th day of May, 2021, 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”), a corporation organized and existing under the laws of the State of Maryland.

TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • July 22nd, 2021 • T. Rowe Price Retirement Funds, Inc. • Maryland
AGREEMENT between
Agreement • July 22nd, 2021 • T. Rowe Price Retirement Funds, Inc. • Maryland
EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE
Expense Limitation and Management Fee Waiver Agreement • July 22nd, 2021 • 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”).

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