Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) Effective February 12, 2009, the Board of Directors of T. Rowe Price Group, Inc. approved an amendment to the Amended and Restated By-Laws which amends
Section 1.06 of the By-Laws to modify the adjournment procedures previously adopted, to allow the chairperson of a meeting of stockholders to adjourn such meeting if circumstances warrant.
Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3(ii) Amended and Restated By-laws of T. Rowe Price Group, Inc., as amended as of February 12, 2009.