SecProbe.io

CORRESP
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Untitled Document
May 5, 2020

Elana Stojic, Attorney Adviser
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 Blue Chip Growth ETF,

  T. Rowe Price Dividend
Growth ETF,

  T. Rowe Price Equity Income ETF, and

  T. Rowe Price Growth Stock ETF (each a “fund” and together
the “funds”)

    File Nos.
333-235450; 811-23494

Dear Ms. Stojic:

The following is in
response to your comments provided on April 14, 2020 and April 21, 2020, regarding the Registrant’s
registration statement filed on Form N-1A on December 11, 2019 (the “Registration Statement”) and
responses to comments provided by the staff of the SEC filed on March 25, 2020 and February 19, 2020
(“Response(s)”). Your comments and our responses are set forth below. Language underlined in the
response denotes additional Registration Statement language. With respect to comments that are relevant
to all funds, the response is with respect to all funds.

1. Comment:
 Follow-up to March 25 Response 2.
It is important to clearly state that the Portfolio Overlap would be at least 80% at the start
of the day.

Response:
As described in February 19 Response
8(e), the Registrant replied that it will state in the principal investment strategies of the summary
prospectus that “The Proxy Portfolio will be determined such that at least 80% of
its total assets will overlap with the portfolio weightings of the fund (Portfolio Overlap).” As described
in the March 25 Response, the Registrant replied that it will also state, “Intraday price movements
may cause the Portfolio Overlap to fluctuate throughout the day.” The Registrant will amend both sentences
as follows, “The Proxy Portfolio will be determined such that at least 80% of its total assets will
overlap with the portfolio weightings of the fund at the beginning of each trading day (Portfolio Overlap)
and the Portfolio Overlap may fluctuate throughout the day.”

2. Comment: Follow-up to March 25 Response 8.  In reference to
the following sentence, “This risk may be heightened to the extent that securities held by the fund
are traded outside a collateralized settlement system, which would require the Authorized Participant
to post collateral on certain trades on behalf of other market participants.” Please confirm that the
sentence is accurate and applicable for the fund given that all of the securities will be exchange-traded.
If it is not applicable, please strike this sentence.

Response: As the Registrant believes such risk is minimal, the Registrant will
amend the Authorized Participant risk described in the statutory section of the prospectus to delete
the sentence, “This risk may be heightened to the extent that securities held by the fund are traded
outside a collateralized settlement system, which would require the Authorized Participant to post collateral
on certain trades on behalf of other market participants.”

3. Comment:
Follow-up to March 25 Response 14.  Please revise to state that the fund may invest in reverse repurchase agreements, which the fund believes to be
fixed-income securities for brokerage purposes.

Response: The Registrant
will add the following sentence to the description of reverse repurchase agreements in the SAI: “The fund may invest in reverse repurchase agreements, which the fund believes
to be fixed-income securities for brokerage purposes.”

4. Comment: Follow-up to March 25 Response 22.  The term “dividend” suggests a type of investment
and requires an 80% policy. With respect to investments in dividend paying securities, the fund can use
any reasonable means to determine to what a dividend paying securities refers.  This could include, for
example, common or preferred shares that paid dividends in the last year, have a history of paying consistent
dividends, or whether the adviser believes that a company is likely to pay dividends in the next year.

Response: The Registrant
respectfully disagrees with the staff’s interpretation of Rule 35d-1, as explained in our previous
Responses.  We continue to believe that the way the fund analyzes and selects dividend-paying stocks
is part of its investment strategy, which is captured in its name “Dividend Growth” as opposed to
a type of investment.  Further, we are concerned that this comment and other comments related to Rule
35d-1 may not be consistently provided to other registrants. The Registrant looks forward to universally-applicable
guidance or a revised Rule 35d-1 that further clarifies the difference  between investment types and
investment strategies.

Nevertheless, in the interest of expediency, the fund will
add the following policy: “The
fund normally invests at least 80% of the fund’s net assets in stocks that have a strong track record
of paying dividends or are expected to pay dividends over time (even if not currently paying dividends)
or futures that have similar economic characteristics.”

5. Comment:
Significant market events have occurred since this N1-A was filed as a result of the COVID pandemic.
Please consider whether the fund’s disclosures, including risk disclosures should be revised based
on how these events are affecting both equity and debt markets. If the Registrant believes that no additional
disclosure is warranted, please explain supplementally why not.

Response: The
Registrant will add the following summary and statutory risks, respectively.

Market conditions risks The
value of the fund’s investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting
an issuer held by the fund, particular industries, or the overall securities markets. A variety of factors
can increase the volatility of the fund’s holdings and markets generally, including political or regulatory
developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, natural disasters,
and outbreaks of infectious illnesses or other widespread public health issues. Certain events may cause
instability across global markets, including reduced liquidity and disruptions in trading markets, while
some events may affect certain geographic regions, countries, sectors, and industries more significantly
than others. These adverse developments may cause broad declines in market value due to short-term market
movements or for significantly longer periods during more prolonged market downturns.

Market conditions risks  The
value of investments held by the fund may decline, sometimes rapidly or unpredictably, due to factors
affecting certain issuers, particular industries or sectors, or the overall markets. Rapid or unexpected
changes in market conditions could cause the fund to liquidate its holdings at inopportune times or at
a loss or depressed value. The value of a particular holding may decrease due to developments related
to that issuer, but also due to general market conditions, including real or perceived economic developments
such as changes in interest rates, credit quality, inflation, or currency rates, or generally adverse
investor sentiment. The value of a holding may also decline due to factors that negatively affect a particular
industry or sector, such as labor shortages, increased production costs, or competitive conditions. In
addition, local, regional or global events such as war, acts of terrorism, political and social unrest,
regulatory changes, recessions, shifts in monetary or trade policies, natural or environmental disasters,
and the spread of infectious diseases or other public health issues could have a significant negative
impact on securities markets and the fund’s investments. Unpredictable events such as natural disasters,
pandemics, and widespread health crises may lead to unexpected suspensions or closures of securities
exchanges, travel restrictions or quarantines, and an extended adverse impact on global market conditions.

*     *     *

If you have any questions or further comments, please do not hesitate to call the undersigned
at 410-577-4847.

/s/Seba Kurian
Seba Kurian
Vice President and Senior Legal
Counsel, T. Rowe Price Associates, Inc.

PROSPECTUS

[Date], 2020

 Subject to Completion

The information in this prospectus
is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these securities in any state in which the offer
or sale is not permitted.

  T. ROWE PRICE

XXXXX

 Blue Chip Growth ETF

  This ETF is different from traditional ETFs.

Traditional
ETFs tell the public what assets they hold each day. This ETF will not. This may create additional risks for your investment. For example:

· You may
have to pay more money to trade the ETF’s shares. This ETF will provide less information to traders,
who tend to charge more for trades when they have less information.

· The price
you pay to buy ETF shares on an exchange may not match the value of the ETF’s portfolio. The same is
true when you sell shares. These price differences may be greater for this ETF compared to other ETFs
because it provides less information to traders.

· These additional
risks may be even greater in bad or uncertain market conditions.

· The ETF
will publish on its website each day a “Proxy Portfolio” designed to help trading in shares of the
ETF. While the Proxy Portfolio includes some of the ETF’s holdings, it is not the ETF’s actual portfolio.

The differences between this ETF and other ETFs may also have advantages. By keeping
certain information about the ETF secret, this ETF may face less risk that other traders can predict
or copy its investment strategy. This may improve the ETF’s performance. If other traders are able
to copy or predict the ETF’s investment strategy, however, this may hurt the ETF’s performance.

For additional information regarding the unique attributes and risks of the ETF, see
the sections, “Risks, Exchange-Traded Fund Risk” and “More Information About the Fund’s Investment
Objective(s), Strategies, and Risks.”

Principal U.S. Listing Exchange: NYSE Arca, Inc. Exchange-traded
fund (“ETF”) shares are not individually redeemable.

The Securities and Exchange Commission (“SEC”)
has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

Beginning on January 1, 2021, as permitted by
SEC regulations, paper copies of the T. Rowe Price funds’ annual and semiannual shareholder reports
will no longer be mailed, unless you specifically request them. Instead, the reports will be made available
on the funds’ website (troweprice.com/prospectus),
and you will be notified by mail with a website link to access the reports each time a report is posted
to the site. If you already elected to receive reports electronically, you will not be affected by this
change and need not take any action.

You may elect to receive shareholder reports and other communications
from the fund electronically anytime by contacting your financial intermediary (such as a broker dealer,
bank, or retirement plan).

Alternatively, you may elect to receive paper copies of all future
reports free of charge by contacting your financial intermediary. Your election can be changed at any
time in the future.

Table
of Contents

1

 SUMMARY

  Blue Chip Growth ETF 1

2

 MORE
ABOUT THE FUND

  Management
of the Fund 7

More Information About the Fund’s
Investment Objective(s), Strategies,
and Risks 8

Portfolio Turnover 16

Financial Highlights 16

Disclosure of Fund Portfolio Information 17

3

 SHAREHOLDER INFORMATION

SUMMARY

   1

Investment
Objective(s)

The fund seeks to provide long-term capital growth. Income is a secondary objective.

Fees
and Expenses

This table describes the fees and expenses that you may pay if you buy, hold, and sell
shares of the fund. You also incur brokerage commissions and other charges when buying or selling shares
of the fund, which are not reflected in the table or the example below.

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

 0.57

 %

Other expenses

 0.00

 a

Total annual fund operating expenses

 0.57

a Other
expenses are based on estimated amounts for the current fiscal year.

 Example  This example is intended to help you compare the cost of investing
in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in
the fund for the time periods indicated and then redeem all of your shares at the end of those periods,
that your investment has a 5% return each year, and that the fund’s fees and expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year

 3 years

$58

 $183

Portfolio Turnover  The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A
higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when
the fund’s shares are held in a taxable account. These costs, which are not reflected in annual fund
operating expenses or in the example, affect the fund’s performance. Because the fund has not yet commenced
operations as of the date of the Prospectus, there is no portfolio turnover information quoted for the
fund.

Principal Investment Strategies

 The fund will normally invest at least 80% of
its net assets in the common stocks of large and medium-sized blue-chip growth companies that are listed
in the United States or futures that have similar economic characteristics. These are firms that, in
the investment adviser’s view, are well established in their industries and have the potential for
above-average earnings growth. The fund focuses on companies with leading market positions, seasoned
management,

T. ROWE PRICE

 2

 and strong financial fundamentals.
The fund’s investment approach reflects the adviser’s belief that solid company fundamentals (with
an emphasis on the potential for above-average growth) combined with a positive outlook for a company’s
industry will ultimately reward investors with strong investment performance. Some of the companies the
adviser targets for the fund should have good prospects for dividend growth. The fund may at times invest
significantly in stocks of information technology companies.

The fund may also invest in American Depository
Receipts (ADRs) and common stocks listed on a foreign exchange that trade on such exchange synchronously
with the fund’s shares (i.e., during the U.S. listing exchange’s trading hours). The fund generally
invests only in exchange-traded securities that trade synchronously with the fund’s shares, exchange-traded
futures, cash, and cash equivalents.

The fund is an actively-managed, exchange-traded fund (ETF) that
does not disclose portfolio holdings daily. In order to provide market participants with information
on the fund’s investments, the fund will publish a “Proxy Portfolio” on its website daily. A Proxy
Portfolio is a basket of securities that is designed to closely track the daily performance of the fund’s
portfolio holdings. While the Proxy Portfolio includes some of the fund’s holdings, it is not the fund’s
actual portfolio. The Proxy Portfolio could be a broad-based securities index or the fund’s recently
disclosed portfolio holdings. The Proxy Portfolio will be determined such that at least 80% of its total
assets will overlap with the portfolio weightings of the fund at the beginning of each trading day (Portfolio
Overlap) and the Portfolio Overlap may fluctuate throughout the day. The fund’s P