TROWT. Rowe Price

Refer to the adjustment calculations in footnotes a - c to the pay versus performance table. We note your use of the term "LTI Awards" rather than "Stock Awards," as used in the Summary Compensation Table. If the use of this terminology represents a difference from the amounts set forth in the Summary Compensation Table, please ensure that your disclosure clearly describes both the difference and your authority

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therefor. Alternatively, consider using the same terminology used in the Summary Compensation Table.

We respectfully acknowledge the comments of the Staff of the Division of Corporation Finance (the “Staff”) contained in the Staff’s letter dated August 2, 2023 to T. Rowe Price Group, Inc. (the “Company”), with respect to the Company’s Definitive Proxy Statement on Schedule 14A filed March 21, 2023 for the year ended December 31, 2022. The Company confirms that we will enhance our future proxy disclosures in accordance with the topics discussed in the letter. One letter for all the questions, without numbered answers. Read the reply ↗

Also in footnotes a - c of the pay versus performance table, please clarify that the amounts in the row titled "Add Change in Fair Value of LTI Awards Vested as of Vesting Date" represent awards made in prior fiscal years, if true.

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It appears that you have included as net income in column (h) of your pay versus performance table amounts equal to the net income attributable to T. Rowe Price Group, Inc. for each year covered by the table. Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the table as required by Regulation S-K Item 402(v)(2)(v).

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Refer to Regulation S-K Compliance and Disclosure Interpretations Questions 128D.08 and 128D.09. Please also provide a clear description of the relationship between compensation actually paid and net income, as opposed to "net income attributable to T. Rowe Price Group, Inc," as required by Regulation S-K Item 402(v)(5)(ii). Please note that you may voluntarily provide supplemental measures of compensation or financial performance, so long as any additional disclosure is clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure.

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Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from

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shareholders. Please also discuss how the experience of your Lead Independent Director is brought to bear in connection with your board’s role in risk oversight.

T.RowePrice INVEST WITH CONFIDENCE September 22, 2022 VIA EDGAR Ms. Amanda Ravitz and Ms. Barbara Jacobs United States Securities and Exchange Commission Division ofCorporate Finance Disclosure Review Program 1 00 F Street, N .E. Washington, D.C 20549-0405 Re: T. Rowe Price Group, Inc. Definitive Proxy Statement on Schedule 14A Filed March 23,2022 File No. 000-32191 Dear Ms. Ravitz and Ms.

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Jacobs: Please consider this letter an acknowledgement ofthe comments ofthe Staff ofthe Division of Corporation Finance (the "Staff') contained in the Staffs letter dated September 20, 2022, with respect to the Definitive Proxy Statement on Schedule 14A filed March 23, 2022, for the year ended December 31, 2021, filed by T. Rowe Price Group, Inc. I can confirm that, pursuant to your request, we will evaluate and enhance our future proxy disclosures in accordance with the topics discussed in the letter as well as any material developments to our risk oversight structure. Sincerely, E2 David Oestreicher General Counsel and Corporate Secretary cc: Jean-Marc Corredor, T. Rowe Price Group, Inc.(jean-marc.corredor@troweprice.com) T. Rowe Price Group, Inc. troweprice.com 100 East Pratt Street Baltimore. MD 21202 P.O. Box 89000 Baltimore, MD 21289

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Please expand upon the role that your Lead Independent Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Independent Director may: • represent the board in communications with shareholders and other stakeholders; • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself.

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Please expand upon how your board administers its risk oversight function. For example, please disclose: • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often yo

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re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

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