SecProbe.io

CORRESP
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filename1.htm

April
23, 2025

Daniel
Greenspan

U.S.
Securities and Exchange Commission (the “SEC,” or the “Commission”)

Division of Investment
Management

100
F Street, N.E.

Washington, D.C. 20549

Re:  T.
Rowe Price Exchange-Traded Funds, Inc. (“Registrant”)

on
behalf of the following series:

T. Rowe Price Financials
ETF

T. Rowe Price Global Equity ETF

T.
Rowe Price Health Care ETF

T. Rowe Price International Equity Research
ETF

T. Rowe Price Natural Resources ETF

(each
a “Fund”
and together, “Funds”)

File Nos.: 333-235450/811-23494

Dear
Mr. Greenspan:

The following is in response to your comments provided on April 2, 2025, regarding
the Registrant’s registration statement filed on Form N-1A on February 14, 2025 (the “Registration
Statement”). Your comments and our responses are set forth below.

All Funds

1. Comment: Provide
a completed Fees & Expense table within sufficient time to review.

Response: Below are the Fees & Expense table of each Fund, which
will be updated in each Fund’s registration statement.

Financials ETF

Fees and Expenses of the Fund

Annual
fund operating expenses (expenses that you pay each year as a
percentage of the value
of your investment)

Management fees

 0.44%

Other expenses

 —

Total annual fund operating expenses

 0.44

Global Equity ETF

Fees and Expenses of the Fund

Annual
fund operating expenses (expenses that you pay each year as a
percentage of the value
of your investment)

Management fees

 0.46%

Other expenses

 —

Total annual fund operating expenses

 0.46

Health Care ETF

Fees and Expenses of the Fund

Annual
fund operating expenses (expenses that you pay each year as a
percentage of the value
of your investment)

Management fees

 0.44%

Other expenses

 —

Total annual fund operating expenses

 0.44

International Equity
Research ETF

Fees and Expenses of the Fund

Annual
fund operating expenses (expenses that you pay each year as a
percentage of the value
of your investment)

Management fees

 0.38%

Other expenses

 —

Total annual fund operating expenses

 0.38

Natural Resources ETF

Fees and Expenses of the Fund

Annual fund operating expenses (expenses that you pay each
year as a
percentage of the value of your investment)

Management fees

 0.44%

Other expenses

 —

Total annual fund operating expenses

 0.44

2. Comment: Confirm
that there are no fee reimbursement or recoupment arrangements. If there are, disclose in a footnote
to the Fees and Expenses table.

Response: The
Registrant confirms that the Funds do not have a fee reimbursement or recoupment arrangement.

3. Comment: Disclose
in footnote that the “other expenses” in the Fees and Expenses table are based on estimated amounts
for the current year.

Response: The
Funds will have a unitary fee and are not expected to have additional operating expenses that would be
required to be disclosed in the Fees and Expenses tables.

Financials
ETF

4. Comment: Regarding
the Names Rule policy (i.e., the policy that complies with Rule 35d-1 of the Investment
Company Act of 1940), disclose the criteria that the fund uses to determine the security of a company
is included in one of the categories that was used to a define a financial company. For examples, describe
the economic nexus or the reference index.

Response: The
Fund will amend the relevant disclosure in the summary and statutory sections of the principal investment
strategies as follows (additions underlined):

The fund normally invests
at least 80% of its net assets (plus any borrowings for investment purposes) in securities of financial
companies. The fund defines financial companies as companies in banking, insurance, consumer finance,
capital markets, publicly traded, government-sponsored financial enterprises,
securities exchanges, REITS, transaction and payment processing, mortgage finance, investment management
and/or
financial services. The fund references the MSCI GICS (Global Industry Classification Standard) Financials
sector to identify such companies.

5. Comment:   Regarding
the Names Rule policy, to the extent derivatives are part of the principal investment strategies, disclose
the derivative types and risks.

Response: While
the Fund may invest in derivatives, the Fund does not intend to do so as a principal investment strategy.
Therefore, the Fund will not include further derivatives disclosure.

6. Comment:
The principal investment strategy states, “While most assets are typically invested in U.S. common
stocks, the fund may invest in foreign stocks in keeping with its objective.” If foreign stocks include
emerging market stocks, include a description and corresponding risk.

Response:
While the Fund may invest in securities of emerging market countries, the Fund does not intend to do
so as a principal investment strategy. Therefore, the Fund will not include emerging market stocks as
a principal investment strategy or specific risk. The fund will also replace the sentence as follows,
“The fund typically invests in U.S. common stocks.” Additionally, the fund will delete the summary
and statutory foreign strategy and risk disclosures.

7. Comment: The
principal investment strategy states, “The adviser may use both growth and value approaches in selecting
investments for the fund.” Add value and growth risk disclosure.

Response:
 The Fund may use either growth or value approaches and so
may invest in securities that have both or either growth and value characteristics. As the portfolio
is not focused on either types of securities, the Fund submits that the “Stock investing” risk factor
is the appropriate principal risk factor, rather than risk factors focusing on growth or value stocks.

8. Comment: The
Management Fee section states, “The fund pays the investment adviser an annual all-inclusive fee of
[X.XX]% based on the fund’s average daily net assets…The following expenses are excluded from the
annual all-inclusive fee: interest and borrowing expenses, taxes, brokerage commissions and other transaction
costs, fund proxy expenses, and nonrecurring and extraordinary expenses.” If there are expenses that
are excluded from the unitary fee, these should be in a footnote to the Fees and Expenses table.

Response:  The
Fund is not expected to have additional expenses, at this time, that would be required to be disclosed
in the Fees and Expenses table.

Global Equity ETF

9. Comment: The
principal investment strategies state, “The fund typically invests in securities of companies in global,
developed markets.” Disclose the criteria that the fund uses to ensure the securities have sufficient
economic nexus to developed markets, such as working the MSCI World Index into the policy. While “global”
and “international” terms are not subject to Rule 35d-1 of the Investment Company Act of 1940, there
should be an economic nexus, such as that the securities are of companies that do substantial business
outside the U.S.

Response: As
noted, the Fund is not subject to the Names Rule. Further, the Fund sufficiently describes the expected
geographic focus of the fund. Specifically, the Fund states that,

The
fund typically invests in securities of companies in global, developed markets. Global developed markets
include Australia, Canada, Israel, Japan, New Zealand, Singapore, the United Kingdom, the United States,
most of the countries of Western Europe, and Hong Kong. Generally, the Fund expects to maintain geographic
exposures similar to those of the MSCI World Index.

      Therefore, the Fund respectfully
declines any additional disclosure.

10. Comment: Regarding the Names Rule policy, to the extent derivatives
are part of the principal investment strategies, disclose the derivative types and risks.

Response:  While
the Fund may invest in derivatives, the Fund does not intend to do so as a principal investment strategy.
Therefore, the Fund will not include further derivatives disclosure.

11. Comment: The principal investment strategy states,
“The fund typically invests in securities of companies in global, developed markets. The fund may deviate
from these exposures in the adviser’s discretion and may invest in emerging market countries.” If
foreign stocks include emerging market stocks, include a description and corresponding risk.

Response: While the Fund may invest in securities of emerging market
countries, the Fund does not intend to do so as a principal investment strategy. Therefore, the Fund
respectfully declines to include further disclosure regarding emerging market as a principal investment
strategy. The fund notes that emerging markets is discussed as a risk.

Health
Care ETF

12. Comment: Regarding the Names Rule policy, disclose the criteria that
the fund uses to determine the security of a company is included in one of the categories that was used
to a define a health care company. For examples, describe the economic nexus or the reference index.

Response: The Fund will amend
the relevant disclosure in the summary and statutory sections of the principal investment strategies
as follows (additions underlined):

The fund normally invests at least 80%
of its net assets (plus any borrowings for investment purposes) in the securities of health care companies.
The fund defines health care companies as companies engaged in health care innovations, such as developing
new and effective therapies; pharmaceuticals; biotechnology; life sciences tools and services; managed
health care; and/or health care equipment, supplies, providers, services, distributors,
and/or facilities. The fund references the MSCI GICS (Global Industry Classification Standard) Health
Care sector to identify such companies.

13. Comment: The risk labeled “health sciences companies” should be
labeled “health care companies.” Further, the last sentence in the risk indicates that health science
is different from health care companies.

Response:  The
Fund will amend the risk, as shown below:

  Summary Prospectus

Health sciences or
health care companies: A fund that focuses its investments in specific industries or sectors is more
susceptible to adverse developments affecting those industries and sectors than a more broadly diversified
fund. Because the fund invests significantly in health sciences or health care
companies, the fund may perform poorly during a downturn in the health sciences
relevant
industry. Health care and other health sciences companies can be adversely
affected by, among other things, legislative or regulatory changes, intense competitive challenges, the
need for government approval to offer products and services, increases or decreases in the cost of or
demand for medical products and services, product liability claims, an increased emphasis on outpatient
services, pricing pressure (including price discounting), and product obsolescence. Health care and other
health sciences companies are also heavily dependent on patent protections, and the expiration of a company’s
patent may adversely affect that company’s profitability.

Statutory Prospectus

Health sciences or health care companies: Securities of companies
in the same industry may decline in price at the same time due to industry-specific developments since
these companies may share common characteristics and are more likely to react similarly to industry-specific
market or economic developments. Since the fund focuses its investments in the health sciences
relevant
industry, it is less diversified than stock funds investing in a broader range of industries and, therefore,
could experience significant volatility.

Developments that could adversely affect
health care and other health sciences companies include: intense competition; changes
in legislation or government regulations, including uncertainty regarding health care reform and how
it will be implemented; reductions in government funding or price controls imposed by a government; lengthy
approval times or government non-approvals of products and services; dependency on patent protection;
product liability or other litigation; increases or decreases in the cost of or demand for medical products
and services; an increased emphasis on outpatient services; pricing pressure (including price discounting);
and the obsolescence of popular products. The overall level of risk is increased to the extent that the
fund has significant exposure to smaller or unseasoned health care or health sciences
companies,
which may not have established products or sufficiently experienced management, and may be thinly capitalized,
or if the fund invests a significant portion of its assets in companies involved in the same or related
business lines, such as pharmaceuticals, hospital management, and managed care. In addition, a number
of health care and other health sciences companies have recently merged or otherwise
experienced consolidation. The effects of this trend toward consolidation are unknown and may be far
reaching.

International Equity Research ETF

14. Comment:   The
principal investment strategies states, “The adviser also attempts to create a portfolio with similar
characteristics to the MSCI ACWI ex USA Index (Index) with the potential to provide excess returns relative
to the Index.” Include a description of the index.

Response:  The
Fund will add as the next sentences, “The Index gives a representation of equity stocks across both
developed and emerging market countries globally, excluding the United States. The Index also gives coverage
of large and mid-cap equity stocks across all sectors and style segments.”

Natural Resources ETF

15. Comment:
 The principal investment strategies states, “The fund invests in upstream natural resources companies,
which explore, extract, and develop resources.” Include a reference to the meaning of “upstream natural
resources.”

Response:  The
Fund will amend the sentence to state, “The fund invests in upstream natural resources companies, which
are companies that engage in upstream activities, such as exploration, extraction, and development of
resources.”

16. Comment:
 Regarding the Names Rule policy, disclose the criteria that the fund uses to determine the security
of a company is included in one of the categories that was used to a define a natural resource company.
For examples, describe the economic nexus or the reference index.

Response:
 The Fund will amend the relevant disclosure in the summary
and statutory sections of the principal investment strategies as follows (additions underlined):

Specifically, the fund normally invests at least 80% of its net assets (plus any
borrowings for investment purposes) in the securities of natural resource companies. The fund defines
natural resource companies as companies engaged in the upstream extraction of energy, minerals,
and agriculture products. The fund references the MSCI GICS (Global Industry Classification Standard) Materials
sector, Energy sector, or Consumer Staples – Food Products sector to
identify such companies. that engage in the upstream extraction of energy, minerals, and agricultural
products.

Statement of Additional Information

17. Comment: In the Statement of Additional Information,
under the industry concentration fundamental policy, please add “or group of industries” per Item 16
of N-1A and Section 8(b)(1) of the 1940 Act.

Response: We
respectfully disagree. The Registrant respectfully submits that the restriction relating to concentration
is consistent with Section 8(b)(1)(E) of the 1940 Act, Instruction 4 to Item 9(b)(1), and Item 16(c)(iv)
of Form N-1A, which provide that a fund must disclose its policy with respect to concentrating investments
in a particular industry or group of industries. The Fund does not have a policy to concentrate its investments
in any particular industry or group of industries. Rather, the Fund’s policy with respect to industry
concentration states that the Fund will not concentrate its investments in “any one industry.” Neither
Section 8(b)(1)(E)