TROWT. Rowe Price

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

Rest of the question

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.

Rest of the letter

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

One letter for all the questions, without numbered answers. Read the reply ↗

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.

See the reply above.

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

Rest of the question

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.

See the reply above.