8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2009

T. Rowe Price Group, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-32191	52-2264646
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 East Pratt Street, Baltimore, Maryland	21202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (410) 345-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 — Other Events.

Item 8.01. Other Events.

On November 9, 2009, we issued a press release announcing that we entered into definitive agreements on November 7, 2009 to acquire a 26% stake in UTI Asset Management Company Limited and UTI Trustee Company Pvt. Ltd. for INR 6.5 billion (approximately $138 million based on current exchange rates) from existing stockholders. UTI Asset Management Company had approximately US $17.2 billion in average assets under management in October 2009. The transaction is subject to receipt of requisite regulatory approvals and is expected to close in the fourth quarter of 2009.

A copy of the press release issued discussing this transaction is attached to this Current Report on Form 8-K as Exhibit 99.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 9 — Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99 Press Release dated November 9, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

T. Rowe Price Group, Inc.
By:	/s/ Kenneth V. Moreland
	Kenneth V. Moreland
	Vice President and Chief Financial Officer

Date: November 9, 2009

EX-99

Exhibit 99

T. ROWE PRICE TO ACQUIRE STAKE IN UTI ASSET MANAGEMENT COMPANY

Cooperative relationship with Indian investment management firm offers growth opportunities in the rapidly developing Indian market

BALTIMORE (November 9, 2009) – T. Rowe Price Group (NASDAQ-GS: TROW) today announced that it has entered into definitive agreements to acquire a 26% stake in UTI Asset Management Company Limited and UTI Trustee Company Pvt. Ltd. for INR 6.5 billion (approximately $138 million based on current exchange rates). The transaction is subject to receipt of requisite regulatory approvals and is expected to close in the fourth quarter of 2009.

UTI Asset Management Company (UTI) is the fourth largest asset manager in India and the country’s oldest mutual fund institution. With approximately US $17.2 billion in average assets under management in October (10.1% market share of the mutual fund industry in India), UTI serves more than 9.75 million individual and institutional investor accounts in India and offers a broad array of domestic fixed-income and equity mutual fund strategies. T. Rowe Price is acquiring its stake from the existing stockholders.

Commenting on the proposed transaction, James A.C. Kennedy, chief executive officer and president of T. Rowe Price, said: "We are excited about this opportunity to form a cooperative relationship with UTI, a leading investment manager with a strong reputation in India. Their general investment approach and client-focused model also lends itself to a solid cultural fit between our two companies. We look forward to a mutually beneficial relationship to share expertise in global investment management and distribution.

“This provides T. Rowe Price with an opportunity to participate directly in the tremendous growth potential of India’s asset management industry. India’s economic growth rate is second only to China’s among large economies and its working-age population is expanding rapidly. The country’s high savings rate and demographics favor strong growth in mutual fund investing over time.

“The UTI investment also reflects our firm’s commitment to sustaining the global expansion of our investment management, distribution, and related services capabilities. T. Rowe Price has seen a sharp expansion in its global investment capabilities and investor base over the past decade, and the firm is well positioned to take advantage of attractive growth opportunities overseas.”

On the proposed transaction, Mr. U.K. Sinha, chairman and managing director, UTI Asset Management Company Ltd., said: “We look forward to a long and fruitful partnership with T. Rowe Price. This relationship between two of the leading players in the investment management industry will help leverage UTI AMC’s in-depth knowledge of Indian markets with the global best practices, systems and processes of T. Rowe Price.

“We anticipate significant synergies over time with T. Rowe Price in fund management, research, product development and technology and look forward to offering sophisticated products and services to our investors.”

Founded in 1937, Baltimore-based T. Rowe Price Group, Inc. (www.troweprice.com) is a global investment management organization with $366.2 billion in assets as of September 30, 2009. The organization provides a broad array of mutual funds, sub-advisory services, and separate account management for financial intermediaries, individual and institutional investors, and retirement plans. The company also offers sophisticated investment planning and guidance tools. T. Rowe Price's disciplined, risk-aware investment approach focuses on diversification, style consistency, and fundamental research.

About UTI Asset Management Co. Ltd.

UTI Mutual Fund is a SEBI registered mutual fund whose sponsors are four of the leading financial institutions in India, namely The State Bank of India, Punjab National Bank, Bank of Baroda and Life Insurance Corporation of India.

UTI Asset Management has assets under management (average) of INR 807.4 billion (US $17.2 billion) which includes more than 9.75 million investor accounts under its 75 domestic schemes (as of October, 2009).

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