T. Rowe Price Retirement Funds, Inc. Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • September 27th, 2002 • T Rowe Price Retirement Funds Inc
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FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • December 18th, 2023 • 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”).

Custodian Agreement
Custodian Agreement • December 18th, 2023 • 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”).

INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • April 29th, 2020 • T. Rowe Price Retirement Funds, Inc.

This INVESTMENT MANAGEMENT AGREEMENT, made as of the 24th day of October, 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”), a corporation organized and existing under the laws of the State of Maryland.

Article A Terms of Appointment/Duties of Price Associates 2 Article B Fees and Expenses 2 Article C Representations and Warranties of Price Associates 2 Article D Representations and Warranties of the Fund 3 Article E Ownership of Software and Related...
Agreement • September 28th, 2021 • T. Rowe Price Retirement Funds, Inc. • Maryland

WHEREAS, pursuant to an Agreement dated as of January 1, 2015, between Price Associates and each of the Funds (the “Current Price Accounting Agreement”), Price Associates has been providing certain accounting, administrative and tax services (the “Current Price Services”) to the Funds;

Contract
Bny Agreement • November 17th, 2023 • T. Rowe Price Retirement Funds, Inc.

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 and THE T. ROWE PRICE FUNDS for FUND ACCOUNTING and RELATED ADMINISTRATIVE SERVICES
Agreement • September 29th, 2022 • T. Rowe Price Retirement Funds, Inc. • Maryland

This AMENDED AND RESTATED AGREEMENT (“Agreement”) is entered into as of January 1, 2022, by and between T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 (“Price Associates”), and each Fund which is listed on Exhibit A1 and Exhibit A2 (as such Exhibits may be amended from time to time) and which evidences its agreement to

INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • October 13th, 2023 • T. Rowe Price Retirement Funds, Inc.

This INVESTMENT MANAGEMENT AGREEMENT, made as of the 1st day of February, 2023, 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
Transfer Agency and Service Agreement • December 18th, 2023 • T. Rowe Price Retirement Funds, Inc.
EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE
Expense Limitation and Management Fee Waiver Agreement • April 28th, 2022 • 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 and
Agreement • November 17th, 2023 • T. Rowe Price Retirement Funds, Inc.
TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • September 29th, 2022 • T. Rowe Price Retirement Funds, Inc. • Maryland
AGREEMENT between
Agreement • April 27th, 2023 • T. Rowe Price Retirement Funds, Inc.
Custodian Agreement
Custodian Agreement • September 27th, 2011 • 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").

T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
Agreement • September 27th, 2002 • T Rowe Price Retirement Funds Inc
EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE
Expense Limitation and Management Fee Waiver Agreement • September 28th, 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”).

AMENDED AND RESTATED AGREEMENT between and THE T. ROWE PRICE FUNDS for FUND ACCOUNTING and RELATED ADMINISTRATIVE SERVICES
Agreement • December 18th, 2023 • T. Rowe Price Retirement Funds, Inc.

This AMENDED AND RESTATED AGREEMENT (“Agreement”) is entered into as of January 1, 2023, by and between T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 (“Price Associates”), and each Fund which is listed on Exhibit A1 and Exhibit A2 (as such Exhibits may be amended from time to time) and which evidences its agreement to

EXPENSE LIMITATION AND MANAGEMENT FEE WAIVER AGREEMENT BETWEEN EACH OF THE
Expense Limitation and Management Fee Waiver Agreement • September 30th, 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”).

BETWEEN
Investment Management Agreement • September 27th, 2002 • T Rowe Price Retirement Funds Inc
UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • October 28th, 2003 • T Rowe Price Retirement Funds Inc

THIS UNDERWRITING AGREEMENT, made as of the 22nd day of October, 2003, by and between T. ROWE PRICE RETIREMENT FUNDS, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Corporation"), and T. ROWE PRICE INVESTMENT SERVICES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Distributor").

Custodian Agreement
Custodian Agreement • February 25th, 2004 • 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").

TRANSFER AGENCY AND SERVICE AGREEMENT between and THE T. ROWE PRICE FUNDS
Transfer Agency and Service Agreement • September 27th, 2011 • T. Rowe Price Retirement Funds, Inc. • Maryland

AGREEMENT made as of the first day of January, 2011, by and between T. ROWE PRICE SERVICES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 (“Price Services”), and EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each such Fund individually hereinafter referred to as “the Fund,” whose definition may be found in Article V);

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TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • September 30th, 2020 • T. Rowe Price Retirement Funds, Inc. • Maryland
AGREEMENT between
Agreement • September 30th, 2020 • T. Rowe Price Retirement Funds, Inc. • Maryland
AGREEMENT between
Agreement • September 27th, 2011 • T. Rowe Price Retirement Funds, Inc. • Maryland
SPECIAL SERVICING AGREEMENT
Special Servicing Agreement • December 20th, 2006 • T. Rowe Price Retirement Funds, Inc. • Maryland

THIS SPECIAL SERVICING AGREEMENT ("Agreement"), made as of the 4th day of September, 2002, is hereby amended as of October 22, 2003, February 4, 2004, March 2, 2005, July 19, 2006, and October 18, 2006 by and between T. ROWE PRICE RETIREMENT FUNDS, INC., on behalf of its separate series and classes, T. ROWE PRICE RETIREMENT 2005 FUND, T. ROWE PRICE RETIREMENT 2010 FUND, T. ROWE PRICE RETIREMENT 2010 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2010 FUND—R CLASS, T. ROWE PRICE RETIREMENT 2015 FUND, T. ROWE PRICE RETIREMENT 2020 FUND, T. ROWE PRICE RETIREMENT 2020 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2020 FUND—R CLASS, T. ROWE PRICE RETIREMENT 2025 FUND, T. ROWE PRICE RETIREMENT 2030 FUND, T. ROWE PRICE RETIREMENT 2030 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2030 FUND—R CLASS, T. ROWE PRICE RETIREMENT 2035 FUND, T. ROWE PRICE RETIREMENT 2040 FUND, T. ROWE PRICE RETIREMENT 2040 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2040 FUND—R CLASS, T. ROWE PRICE RETIREMENT 2045 FUND,

AGREEMENT
Fund Accounting Services • July 31st, 2013 • T. Rowe Price Retirement Funds, Inc. • Maryland

Page Article A Terms of Appointment/Duties of Price Associates 1 Article B Fees and Expenses 3 Article C Representations and Warranties of Price Associates 3 Article D Representations and Warranties of the Fund 4 Article E Ownership of Software and Related Material 4 Article F Quality Service Standards 4 Article G Standard of Care/Indemnification 4 Article H Dual Interests 7 Article I Documentation 8 Article J Recordkeeping/Confidentiality 8 Article K Compliance with Governmental Rules and Regulations 8 Article L Term and Termination of Agreement 9 Article M Notice 9 Article N Assignment 9 Article O Amendment/Interpretive Provisions 10 Article P Further Assurances 10 Article Q Maryland Law to Apply 10 Article R Merger of Agreement 10 Article S Counterparts 10 Article T The Parties 11 Article U Directors, Trustee and Shareholders and Massachusetts Business Trust 11 Article V Captions 12

W I T N E S S E T H:
Special Servicing Agreement • September 27th, 2002 • T Rowe Price Retirement Funds Inc • Maryland
TRANSFER AGENCY AND SERVICE AGREEMENT between and THE T. ROWE PRICE FUNDS
Transfer Agency and Service Agreement • September 27th, 2013 • T. Rowe Price Retirement Funds, Inc. • Maryland

Page Article A Terms of Appointment 2 Article B Duties of Price Services 3 1. Services 3 2. Agreements with Intermediaries 3 3. Anti-Money Laundering Program 5 4. Bank Accounts 5 Article C Fees and Expenses 6 Article D Representations and Warranties of the Price Services 6 Article E Representations and Warranties of the Fund 6 Article F Standard of Care/Indemnification 7 Article G Dual Interests 10 Article H Documentation 10 Article I Recordkeeping/Confidentiality 12 Article J Compliance with Governmental Rules and Regulations 12 Article K Ownership of Software and Related Material 13 Article L Quality Service Standards 13 Article M As of Transactions 13 Article N Term and Termination of Agreement 17 Article O Notice 17 Article P Assignment 18 Article Q Amendment/Interpretive Provisions 18 Article R Further Assurances 18 Article S Maryland Law to Apply 18 Article T Merger of Agreement 18 Article U Counterparts 19 Article V The Parties 19

AGREEMENT between and THE T. ROWE PRICE FUNDS for FUND ACCOUNTING SERVICES
Agreement • October 28th, 2003 • T Rowe Price Retirement Funds Inc • Maryland

AGREEMENT made as of the first day of January, 2003, by and between T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 ("Price Associates"), and each Fund which is listed on Appendix A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each such Fund individually hereinafter referred to as "the Fund", whose definition may be found in Article T);

AGREEMENT between
Agreement • October 28th, 2003 • T Rowe Price Retirement Funds Inc • Maryland
TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • August 29th, 2003 • T Rowe Price Retirement Funds Inc • Maryland
AGREEMENT between and
Agreement • September 27th, 2013 • T. Rowe Price Retirement Funds, Inc. • Maryland

Page Article A Terms of Appointment 2 Article B Duties of RPS 2 Article C Fees and Expenses 2 Article D Representations and Warranties of RPS 2 Article E Representations and Warranties of the Fund 3 Article F Standard of Care/Indemnification 3 Article G Dual Interests 6 Article H Documentation 6 Article I Recordkeeping/Confidentiality 8 Article J Ownership of Software and Related Material 9 Article K As of Transactions 9 1. Reporting 9 2. Liability 10 Article L Term and Termination of Agreement 12 Article M Notice 13 Article N Assignment 13 Article O Amendment/Interpretive Provisions 13 Article P Further Assurances 14 Article Q Maryland Law to Apply 14 Article R Merger of Agreement 14 Article S Counterparts 14 Article T The Parties 14

SPECIAL SERVICING AGREEMENT
Special Servicing Agreement • May 27th, 2014 • T. Rowe Price Retirement Funds, Inc. • Maryland

THIS SPECIAL SERVICING AGREEMENT (“Agreement”), made as of the 4th day of September, 2002, is hereby amended as of October 22, 2003, February 4, 2004, March 2, 2005, July 19, 2006, October 18, 2006, April 24, 2007, July 1, 2008, July 7, 2010, April 24, 2013, and April 29, 2014 by and between T. ROWE PRICE RETIREMENT FUNDS, INC., on behalf of its separate series and classes, T. ROWE PRICE RETIREMENT 2005 FUND, T. ROWE PRICE RETIREMENT 2005 FUND–ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2005 FUND–R CLASS, T. ROWE PRICE RETIREMENT 2010 FUND, T. ROWE PRICE RETIREMENT 2010 FUND–ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2010 FUND–R CLASS, T. ROWE PRICE RETIREMENT 2015 FUND, T. ROWE PRICE RETIREMENT 2015 FUND–ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2015 FUND–R CLASS, T. ROWE PRICE RETIREMENT 2020 FUND, T. ROWE PRICE RETIREMENT 2020 FUND–ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2020 FUND–R CLASS, T. ROWE PRICE RETIREMENT 2025 FUND, T. ROWE PRICE RETIREMENT 2025 FUND–ADVISOR CLASS, T. ROWE PRICE RET

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