0001741773-21-002917 Sample Contracts

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • September 28th, 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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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 • September 28th, 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 • September 28th, 2021 • T. Rowe Price Retirement Funds, Inc. • Maryland
TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • September 28th, 2021 • T. Rowe Price Retirement Funds, Inc. • Maryland
AGREEMENT between
Agreement • September 28th, 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 • 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”).

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • September 28th, 2021 • T. Rowe Price Retirement Funds, Inc.

This Amendment (the “Amendment”) to the Investment Management Agreement is made as of the 1st day of July, 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, 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 • September 28th, 2021 • T. Rowe Price Retirement Funds, Inc.

This Amendment (the “Amendment”) to the Investment Management Agreement is made as of the 1st day of July, 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, 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 • September 28th, 2021 • T. Rowe Price Retirement Funds, Inc.

This Amendment (the “Amendment”) to the Investment Management Agreement is made as of the 1st day of July, 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, 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.