AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

Between

X. XXXX PRICE RETIREMENT FUNDS, INC.

On behalf of the Retirement Funds (as defined in Schedule A)

and

X. XXXX PRICE ASSOCIATES, INC.

This Amendment (the “Amendment”) to the Investment Management Agreement is made as of the 1st day of July, 2021, by and between X. Xxxx 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 X. XXXX PRICE ASSOCIATES, INC. (the “Manager”), a corporation organized and existing under the laws of the State of Maryland.

W I T N E S S E T H:

WHEREAS, the Manager has entered into separate Investment Management Agreements with the Corporation, on behalf of each X. Xxxx Price Retirement I 2005 Fund—I Class, X. Xxxx Price Retirement I 2010 Fund—I Class, X. Xxxx Price Retirement I 2015 Fund—I Class, X. Xxxx Price Retirement I 2020 Fund—I Class, X. Xxxx Price Retirement I 2025 Fund—I Class, X. Xxxx Price Retirement I 2030 Fund—I Class, X. Xxxx Price Retirement I 2035 Fund—I Class, X. Xxxx Price Retirement I 2040 Fund—I Class, X. Xxxx Price Retirement I 2045 Fund—I Class, X. Xxxx Price Retirement I 2050 Fund—I Class, X. Xxxx Price Retirement I 2055 Fund—I Class, X. Xxxx Price Retirement I 2060 Fund—I Class, and X. Xxxx Price Retirement I Balanced Fund—I Class (each an “Agreement” and collectively the “Agreements”), as amended February 5, 2020 (the “Prior Amendment”);

WHEREAS, the Manager has entered into a separate Investment Management Agreement with the Corporation, on behalf of the X. Xxxx Price Retirement I 2065 Fund—I Class (the “2065 Agreement”);

WHEREAS, the Funds’ Board of Directors (the “Board”), including a majority of the directors who are not interested persons of each Fund, has approved, effective for each fund on the date listed in Schedule A, to change the management fee at the annual rate set forth in the table included in Schedule B, and the Board has determined that such actions are in the best interest of each Fund and its shareholders; and

WHEREAS, the parties hereto desire to amend each Agreement and 2065 Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. The per annum fee rates in Schedule B of each Agreement, as set out in the Prior Amendment, are replaced with the per annum fee rates in Schedule B attached to this Amendment.

2. The per annum fee rates in Schedule A of the 2065 Agreement are replaced with the per annum fee rates in Schedule B attached to this Amendment.

3. All other terms and conditions of the Agreement remain in full force and effect.

.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their duly authorized signatories as of the day and year first above written.

Attest:	X. XXXX PRICE RETIREMENT FUNDS, INC.
/s/Xxxxxxx Xxxxxx Rauser _______________________________________ Shannon Hofher Xxxxxx, Assistant Secretary	/s/Xxxxx Oestreicher By:_______________________________________ Xxxxx Xxxxxxxxxxx, Vice President

Attest:	X. XXXX PRICE ASSOCIATES, INC.
/s/Xxxxxxx X. Reilly _______________________________________ Kathryn X. Xxxxxx, Assistant Secretary	/s/Xxxx Xxxxxxx-Matz By:_______________________________________ Xxxx Xxxxxxx-Xxxx, Vice President

CAPS\DOCUMENTS\Investment Management Agreements\Retirement I Investment Management Agreement.docx

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Schedule A: Retirement I Funds

Retirement I Funds	Effective Date
X. Xxxx Price Retirement I 2005 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2010 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2015 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2020 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2025 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2030 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2035 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2040 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2045 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2050 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2055 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2060 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement I 2065 Fund—I Class	July 1, 2021
X. Xxxx Price Retirement Balanced I Fund—I Class	July 1, 2021

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Schedule B: Per Annum Fee Rates

Years to Target Date		Annual Fee Rate (%)
All prior years		0.46
35		0.46
34		0.46
33		0.46
32		0.46
31		0.46
30		0.45
29		0.45
28		0.45
27		0.45
26		0.45
25		0.44
24		0.44
23		0.44
22		0.44
21		0.44
20		0.43
19		0.43
18		0.43
17	0.43
16	0.43
15	0.42
14	0.42
13	0.42
12	0.42
11	0.42
10	0.41
9	0.41
8	0.41
7	0.40
6	0.40

4

5	0.39
4	0.39
3	0.39
2	0.38
1	0.38
0	0.37
(1)	0.37
(2)	0.37
(3)	0.37
(4)	0.37
(5)	0.36
(6)	0.36
(7)	0.36
(8)	0.35
(9)	0.35
Thereafter	0.34

Balanced I Fund annual fee rate: 0.34%

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