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November 15, 2022

Ms. Lauren Hamilton

Division
of Investment Management

U.S. Securities and Exchange Commission

Disclosure
and Review and Accounting Office

100 F Street, N.E.

Washington,
D.C. 20549-4644

Re: Funds
Listed in Exhibit

Dear Ms. Hamilton:

This letter responds
to the Securities and Exchange Commission (SEC) Staff’s review comments discussed with Richard Sennett,
Brian Poole, Susan Silva, and Brooks Long on September 28, 2022, related to the annual reports and Form
N-CEN filings of the referenced T. Rowe Price funds.

1. SEC Comment: There are a few example funds related
to this comment, but it applies generally. For funds where the statements of changes have a return of
capital (ROC) distribution, please confirm that there is no reference to yields or dividends when describing
distributions that may contain ROC distributions in the marketing materials, financial statements disclosure,
and/or website disclosure as those terms may be misinterpreted as income. Example funds are the T. Rowe
Price Emerging Markets Local Multi-Sector Account Portfolio and T. Rowe Price Institutional Long Duration
Credit Fund.

Management Response: We confirm that there are no references
to yield or dividends when describing distributions that may include a return of capital in the T. Rowe
Price funds’ marketing materials, financial statement disclosure, and/or website disclosure, as those
terms may be interpreted as income.

2. SEC
Comment: Please confirm that each of the funds in the above comment have complied with
the shareholder notice requirement regarding its return of capital distribution per Section 19(a) of
the Investment Company Act of 1940. Refer to the Investment Management Dear CFO letter #201902 dated
November 22, 2019.

Management Response: We confirm that the T. Rowe Price Emerging
Markets Local Multi-Sector Account Portfolio and the T. Rowe Price Institutional Long Duration Credit
Fund have complied with Section 19(a) and Investment Management Dear CFO letter #201902 dated November
22, 2019.

3. SEC
Comment: This comment relates to the T. Rowe Price Intermediate Tax-Free High Yield Fund.
In the audited report of the independent public accounting firm, it notes “Our procedures included
confirmation of securities owned as of February 28, 2022, by correspondence with the custodian.” Please
explain in correspondence why no reference was made to confirmations with brokers in the audit opinion.

Management Response: The audit procedures for the T. Rowe Price Intermediate
Tax-Free High Yield Fund included confirmation of securities owned by the fund as of May 31, 2021, by
correspondence with the custodian and with brokers. The missing disclosure related to correspondence
with brokers was an unintentional omission and had been included in a final draft of the audit opinion
that was received prior to filing the shareholder report on form N-CSR.

4. SEC Comment: This comment relates to the T. Rowe Price
Tax-Free High Yield Fund. We noted that the fund disclosed waived expenses in the statement of operations
and notes to financial statements, specifically Note 5 entitled Related Party Transactions; however,
the response to item C.8.b. was reported as ‘no’ on Form N-CEN that was filed on April 28, 2022.
Please explain the discrepancy in correspondence.

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Management Response: We acknowledge the inconsistency in the response to item C.8.b.
of Form N-CEN, which should have been reported as ‘yes’. For future filings, we will ensure responses
to this item are appropriate and consistent with disclosures in the financial statements.

5. SEC
Comment: This comment relates to the Institutional High Yield Fund. The statement of
assets and liabilities, statement of operations, and securities lending note to the financial statements
disclosed securities lending activity; however, the response to item C.6.b. was reported as ‘no’
on Form N-CEN that was filed on August 8, 2022. Please explain the discrepancy in correspondence.

Management Response: We acknowledge the inconsistency in the response to item
C.6.b. of Form N-CEN and the Institutional High Yield Fund’s financial statements, which should have
been reported as ‘yes’ in Form N-CEN; however, the other sub-items to item C.6. were appropriately
reported, including the monthly average value of portfolio securities on loan during the period and the
net income from securities lending activity. For future filings, we will ensure responses to this item
are consistent with disclosures in the financial statements and within item C.6. of the Form N-CEN.

6. SEC
Comment: This comment relates to the T. Rowe Price Retirement Funds, Inc., file #811-21149.
We noted on the website for these funds that they disclose a summary of principal risks for each fund;
however, the risks on the website do not align with the principal risks set forth in the summary prospectuses.
Please explain the discrepancy in correspondence.

For
example, the website summarizes the principal risks for the Retirement 2045 Fund as follows:

Asset
allocation risk; Risks of stock investing; Small- and mid-cap stock risk; Investment style risk; Interest
rate risk; Credit risk; Liquidity risk; and International investing risk

Whereas,
the Summary Prospectus for Retirement Fund 2045, dated October 1, 2021, lists the following principal
risks:

Active Management/Asset allocation; Investments in other funds; Market conditions;
Stock exposure; Bond exposure; International investing; Emerging markets; Market capitalization; Investment
style; Inflation; Liquidity; and Cybersecurity breaches.

Please ensure that
the risk disclosures on the websites and in the summary prospectus are aligned for other funds as well.

Management Response: We have reviewed the principal risks disclosed in the Retirement
2045 Fund’s prospectus against the summary of risks included on this fund’s “Fund Facts” web
page, which includes details about the fund, on the T. Rowe Price Financial Advisor/Intermediary website.
We believe the Fund Facts web page is the website cited by the SEC in the comment above.

We note that consistent with applicable advertising rules and industry practice,
the risk disclosure included on the website is intended to serve as a summary of the fund’s risks rather
than re-publishing the principal risks in the fund’s summary prospectus. Among other things, Financial
Industry Regulatory Authority (FINRA) Rule 2210(d)(1) requires website disclosures, to provide a “balanced
treatment of risks and potential benefits” but does not specify that marketing material repeat all
of the risk disclosures as stated in the fund’s prospectus. We further note that the Fund Facts page
(and all Fund Facts pages on our websites) include a prominent link to the fund’s prospectus, allowing
prospective investors opportunity to read the fund’s prospectus in its entirety, including all of the
principal risks, alongside the marketing material found on the web page. Our websites employ a “linking
and layering” approach, in which investors visiting the website can access more detailed disclosures
via a link to the prospectus and other important fund documents.

Nonetheless, we appreciate
the Staff’s comment relating to the Retirement 2045 Fund’s risk disclosure on the website compared
to the Summary Prospectus and will revise the risk disclosure and replace the bulleted list with a paragraph
describing the fund’s risks as found in the fund’s Summary Prospectus. In addition, we will replace
the phrase “principal risks” in the heading describing the fund’s risks with “risks” to avoid
potential confusion. We also are

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undertaking a review of our other mutual funds’ risk disclosures across our
websites to determine whether any other clarifying revisions need to be made for consistency with prospectuses.

7. SEC
Comment: This comment relates to the T. Rowe Price Floating Rate Fund. No adviser was
reported in Item C.9. within the Form N-CEN for the period May 31, 2022. Please revise the filing.

Management Response: The missing disclosure was an unintentional omission. Previous
N-CEN filings have included the appropriate information and we will ensure responses to this item in
future filings are completed appropriately.

8. SEC
Comment: This comment relates to the T. Rowe Price QM U.S. Bond Index Fund. The financial
highlights for the October 31, 2021 report had a portfolio turnover rate of 225.2% and for the prior
year October 31, 2020 showed 161.2%; however, we did not see a corresponding portfolio turnover risk
within the summary prospectus dated March 1, 2022. Please explain if active and frequent trading is
part of the fund’s principal investment strategy, and, if so, why an applicable risk related to portfolio
turnover is not included as a principal risk in the summary prospectus.

Management
Response: The T. Rowe Price QM U.S. Bond Index Fund’s prospectus discloses high portfolio
turnover as part of the risk relating to TBAs and dollar rolls. However, in the next annual update, we
intend to disclose portfolio turnover risk as a separate risk.

9. SEC Comment: This comment relates to the T. Rowe Price
Spectrum Moderate Allocation Fund. Here we noted that the fund had not included an accounting policy
for the treatment on inflation adjustments for inflation bonds; however, the fund held the underlying
T. Rowe Price Limited Duration Inflation Focused Bond Fund. Please explain and adequately describe the
significant accounting policy in the financial statements going forward. Please refer to GAAP reference
ASC 235-10-50-1. We noted that T. Rowe Price Spectrum Conservative Allocation Fund and T. Rowe Price
Spectrum Moderate Growth Allocation Fund had similar exposure and included the relevant disclosure.

Management Response: Within the “Investment Transactions, Investment Income,
and Distributions” footnote under our significant accounting policies, we include the following accounting
policy language when a fund directly invests in inflation-indexed bonds during the reporting period:
Inflation
adjustments to the principal amount of inflation-indexed bonds are reflected as interest income.
This language is not included if a fund invests in an underlying fund which invests in inflation-indexed
bonds. However, we confirm that the language was missing in error for the T. Rowe Price Spectrum Moderate
Allocation Fund, which held inflation-indexed bonds during the fiscal year ended May 31, 2022, but did
not at year-end, similar to the other two Spectrum Funds, which appropriately included the accounting
policy language. For future filings, we will ensure appropriate disclosure of a fund’s accounting policy
for treatment of investments in inflation-indexed bonds when held directly.

10. SEC Comment: This comment relates to the T. Rowe Price
Global Allocation Fund. We noted within the October 31, 2021 Form N-CSR, specifically Note 7, entitled
Related Party Transactions, the following disclosure for the Advisor Class: “Price Associates is required
to waive its management fee or pay any expenses (excluding interest; expenses related to borrowings,
taxes, and brokerage; and other non-recurring expenses permitted by the investment management agreement)
that would otherwise cause the class’s ratio of annualized total expenses to average net assets (net
expense ratio) to exceed its expense limitation.” We also noted the fee table footnote in the March
1, 2022 prospectus that states “T. Rowe Price Associates, Inc., has contractually agreed (through
February 29, 2024) to waive its fees and/or bear any expenses (excluding interest; expenses related to
borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and
expenses) that would cause the class’ ratio of expenses to average daily net assets
to exceed 1.15%,” with emphasis on the last two items. There is a similar note for the I Class. Confirm
whether acquired fund fees and expenses and extraordinary expenses are excluded from the expense limitation
agreement and further align the related party footnote and fee waiver exclusion with the footnote to
the fee table going forward.

Management Response: We confirm that the
acquired fund fees and expenses and extraordinary expenses are excluded from the expense limitation agreement.
We have intentionally excluded the term “extraordinary” from the language in

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the notes to financial statements given that this is not U.S. GAAP terminology,
and simply state “nonrecurring expenses”. In addition, “acquired fund fees and expenses” are
not reflected within the fund’s financial statements; therefore, it has been excluded from the language
in the notes to the financial statements. Going forward, we will update the language in our related party
footnote to align with the language disclosed in the footnote to the prospectus fee table.

11. SEC
Comment: This comment refers to the New Income Fund for the May 31, 2022 period. We noted
that within the financial highlights for the Advisor Class, net and gross expense ratios of 131 basis
points had increased approximately 51 basis points from the prior year. At May 31, 2021, gross and net
expense ratios were 80 basis points. We further noted that the latest prospectus, which was dated October 1,
2021, had restated the fees to be 74 basis points. Please supplementally explain the increase in fees.

Management Response: The increase in operating expenses was primarily due to
a dramatic increase in the number of smaller retail accounts that were serviced in the Advisor Class.
The current prospectus dated October 1, 2022 reflects the increase in fees.

12. SEC Comment: This comment refers to the T. Rowe Price
U.S. Treasury Long-Term Index Fund. We noted within the financial highlights for the May 31, 2021 period,
specifically the Investor Class, the gross and net expense ratios were 32 and 27 basis points, respectively;
however, the October 1, 2021 summary prospectus indicated gross and net expenses of 23 basis points,
and that the ratios were not marked as being restated. Please explain how this aligns with the financial
statement information. Further, we noted that the website information for this fund indicated that the
gross and net expense ratios were 23 basis points; however, the financial highlights for the May 31,
2022 period indicated the gross and net as 29 basis points. Please explain how the website aligns with
financial statement information. Refer to Item 3 of Form N-1A for specific instructions related to the
fee table.

Management Response: Prior to October 1,
2020, the T. Rowe Price U.S. Treasury Long-Term Index Fund  (Fund) had a contractual management fee waiver
arrangement that accounted for the difference between the gross and net expense ratios. However, effective
October 1, 2020, this management fee waiver arrangement was terminated, and the Fund’s overall management
fee rate was reduced to 0.06%. This resulted in the fee table appropriately assuming the new management
fee rate, although certain figures in the fee table should have indicated that they were restated. Specifically,
the difference between the total annual fund operating expenses of 0.23% in the October 1, 2021 prospectus
and the gross and net expense ratios of 0.32% and 0.25%, respectively, in the May 31, 2021 financial
statements is that the prospectus reflects the new management fee rate of 0.06% which was effective October 1,
2020 plus the other expenses ratio of 0.17% (for a total of 0.23%), and the financial statements reflect
a blended management fee rate of 0.15% (0.29% from June 1, 2020-September 30, 2020; and 0.06% from
October 1, 2020-May 31, 2021) plus the other expenses ratio of 0.17% (for a total of 0.32% gross).
In addition, the difference between the total annual fund operating expenses of 0.23% in the October 1,
2021 prospectus and the gross and net expense ratios of 0.29% in the May 31, 2022 financial statements
is due to the difference