SecProbe.io

CORRESP
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filename1.htm

November 12, 2021

Ryan Sutcliffe, Esq.

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

Division
of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Re:  T. Rowe Price U.S. Equity
Research Fund, Inc. (“Registrant”) on behalf of the T. Rowe
Price U.S. Equity    Research Fund—Z Class (“New Class”)
  File No.: 033-56015/811-07225

Dear Mr. Sutcliffe:

The following is in response to your comments
provided on November 2, 2021, regarding the Registrant’s post-effective amendment filed on September 22,
2021, to add the New Class pursuant to Rule 485(a) under the Securities Act of 1933, as amended (“Filing”).
Your comments on the Filing and our responses are set forth below.

Comment:

We request that you provide a reasonable reproduction of these comments as stated,
along with your responses to our comments, and file them as correspondence in EDGAR. If there are any
changes made to the fund’s prospectus or statement of additional information (“SAI”) in response to
these comments, please file a redlined version of the fund’s prospectus and SAI showing how each comment
was incorporated (as applicable) in EDGAR along with your responses to these comments. We also request
that you respond to our comments at least five business days prior to the date the Filing will go effective
automatically. If you are not able to file within this time, we request that you file an amendment to
delay effectiveness in order to provide time to resolve all staff comments.

Response:

We are submitting this response letter more than five business days before the
Filing will go effective automatically on November 22, 2021. In addition, we have included as attachments
to this response letter redlined versions of the prospectus and the SAI.

Comment:

The fee table in the Filing showed a reimbursement for the Advisor Class while
there was no similar reimbursement noted in the May 1, 2021 prospectus. If this is correct, supplementally
explain the significant increase in expenses for the Advisor Class.

Response:

For
the fiscal year ended December 31, 2020, the Advisor Class was operating below its contractual expense
limitation. However, when we revised the fee table in the Filing to reflect annualized expenses based
on the fees and expenses for the six-month period ended June 30, 2021, there was an increase in operating
expenses from 0.20% to 0.42% for the Advisor Class. This results in a gross total expense ratio of 0.99%,
which is higher than the Advisor Class’ total expense ratio limitation of 0.97%. As a result, a reimbursement
is shown to reflect the Advisor Class waiving or reimbursing 0.02% to operate in accordance with its
expense limitation. 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.

Comment:

On page 9, explain why the disclosure relating to the contractual expense limitation
for the Advisor Class was eliminated.

Response:

In
the May 1, 2021 prospectus, the disclosure was included in section 2 of the prospectus because there
was no similar footnote to the fee table due to the Advisor Class operating below its expense limitation.
However, in the Filing, we

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2

included the section 2 disclosure in the form of a footnote to the fee table
since the Advisor Class is now operating above its limitation and showing a reimbursement amount. We
have previously received comments from the SEC staff that if we include an expense limitation footnote
to the fee table, we should not include substantially similar disclosure later in the prospectus as it
is redundant. We intend to omit this disclosure in section 2 since the expense limitation is adequately
addressed in the fee table.

Comment:

On page 10, there
is a paragraph relating to ESG in the principal investment strategies. Please clarify whether the ESG
integration or screen applies to all of the fund’s investments. If there are exceptions, please disclose
them (e.g., are there certain sub-categories where it is not used?).

Response:

We
have developed a comprehensive, systematic, and proactive process for evaluating and integrating ESG
factors across a range of asset classes covering equity securities, corporate bonds, sovereign bonds,
municipal bonds, and securitized bonds. The evaluations and factors are unique for each asset class as
the ESG characteristics and level of available data vary across asset classes. However, there are certain
asset classes where an ESG analysis is not relevant or not possible due to a lack of data. In this case,
all of the fund’s holdings have been screened for relevant ESG considerations except for the fund’s
investment in a money market fund to invest its cash reserves.

We intend to add
“when applicable” to the prospectus disclosure as follows (new language is underlined):

The
Firm integrates environmental, social, and governance (ESG) factors into its investment research process
when
applicable. While ESG matters vary widely, we generally consider ESG to mean: Environmental
or “E” matters, such as climate change, resource depletion, waste, pollution, or deforestation; Social
or “S” matters, such as companies’ relationships with their employees and suppliers, including
labor standards, diversity, and human rights issues; and Governance or “G” matters, such as shareholder
rights, bribery and corruption, executive pay, and board composition. We focus on the ESG factors we
consider most likely to have a material impact on the performance of the holdings in the fund’s portfolio.

To further expand on this concept, we intend to add more comprehensive disclosure
to the SAI as follows (new language is underlined):

The Price Advisers integrate
environmental, social, and governance (ESG) factors into their investment research processes for certain
funds, with a focus on the ESG factors considered most likely to have a material impact on the performance
of the holdings in a fund’s portfolio. The funds’ analysts and portfolio managers have primary responsibility
for integrating ESG considerations into investment decisions and are supported by a team of dedicated
in-house ESG specialists. The ESG specialists have developed a proprietary research tool to establish
a comprehensive process for evaluating ESG factors across investments, including a model that systematically
and proactively screens and evaluates the responsible investing profile of companies and other
issuers using multiple data sets from internal sources, company reports, and select third-party
providers. The evaluation of ESG factors is unique for each asset class based on the relevant
ESG characteristics and level of available data, and is highly dependent on the country, industry,
company, and management of the investment being analyzed. However, there are certain asset classes
(for example, U.S. Treasury securities and investments in other investment companies) where an ESG analysis
is not relevant or not possible due to a lack of data.

Additional
Changes:

In addition to the aforementioned changes, we have made other non-material changes
which include the incorporation of an October 22, 2021, prospectus sticker to reflect the lowering of
the I Class minimum, as well as the addition of a new independent director added to the fund’s board
of directors effective November 8, 2021. No changes have been made to the Z Class disclosure.

*           *           *

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3

If you have any questions or further comments, please do not hesitate to call
the undersigned at 410-345-6646 or, in my absence, Fran Pollack-Matz at 410-345-6601.

/s/
Brian R. Poole

Brian R. Poole

Vice President and Senior
Legal Counsel, T. Rowe Price Associates, Inc.

PROSPECTUS

November
22, 2021

  T.
ROWE PRICE

  U.S. Equity Research Fund

PRCOX

PCCOX

PACOX

RRCOX

PCUZX

 Investor Class

I Class

Advisor Class

R Class

Z Class

  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.

Table
of Contents

1

 SUMMARY

  U.S. Equity Research Fund 1

2

 MORE ABOUT
THE FUND

  Management of the Fund 8

More
Information About the Fund’s
Investment Objective(s), Strategies,
and Risks 10

Portfolio
Turnover 19

Financial
Highlights 19

Disclosure of Fund Portfolio Information 27

3

 INFORMATION ABOUT ACCOUNTS
IN
T. ROWE PRICE FUNDS

  Investing with T. Rowe Price 28

Available
Share Classes 28

Distribution and Shareholder
Servicing Fees 30

Account
Service Fee 32

Policies for Opening an Account 33

Pricing
of Shares and Transactions 35

Investing Directly with T. Rowe Price 36

Investing
Through a Financial
Intermediary 43

General Policies Relating to Transactions 45

Contacting
T. Rowe Price 52

Information on Distributions and Taxes 53

Rights
Reserved by the Funds 61

SUMMARY

   1

  Investment
Objective(s)

The fund seeks to provide long-term capital growth by investing primarily in U.S.
common stocks.

Fees and Expenses

This table describes the fees and expenses
that you may pay if you buy, hold, and sell shares of the fund. The fees and expenses set forth below
are annualized based on the fees and expenses for the six-month period ended June 30, 2021. You
may also incur brokerage commissions and other charges when buying or selling shares of the Investor
Class or I Class, which are not reflected in the table.

Fees and Expenses of the Fund

  Investor
Class

 I
Class

 Advisor
Class

 R
Class

 Z
Class

Shareholder
fees (fees paid directly from your investment)

Maximum account
fee

 $20

 a

 —

 —

 —

 —

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

Management
fees

 0.32

 %

 0.32

 %

 0.32

 %

 0.32

 %

 0.32

 %

Distribution and service (12b-1) fees

 —

   —

   0.25

   0.50

   —

Other expenses

 0.11

   0.02

   0.42

   0.23

   0.02

Total
annual fund
operating expenses

 0.43

   0.34

   0.99

   1.05

   0.34

Fee waiver/expense reimbursement

 —

   —

   (0.02

 )b

 —

   (0.34

 )c

Total annual
fund operating expenses after fee waiver/expense reimbursement

 0.43

   0.34

   0.97

 b

 1.05

   0.00

 c

a Subject to certain
exceptions, accounts with a balance of less than $10,000 are charged an annual $20 fee.

b T. Rowe
Price Associates, Inc., has contractually agreed (through April 30, 2022) 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 0.97%. The agreement may only be terminated at any time after April
30, 2022, with approval by the fund’s Board of Directors. Fees waived and expenses paid under this
agreement (and a previous limitation of 0.97%) are subject to reimbursement to T. Rowe Price Associates,
Inc., by the fund whenever the class’ expense ratio is below 0.97%. However, no reimbursement will
be made more than three years from the date such amounts were initially waived or reimbursed. The fund
may only make repayments to T. Rowe Price Associates, Inc., if such repayment does not cause the class’
expense ratio (after the repayment is taken into account) to exceed the lesser of: (1) the expense limitation
in place at the time such amounts were waived or (2) the class’ current expense limitation.

T.
ROWE PRICE

 2

c T.
Rowe Price Associates, Inc., has contractually agreed to waive and/or bear all the Z Class’ expenses
(excluding interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary
expenses; and acquired fund fees and expenses) in their entirety. T. Rowe Price Associates, Inc., expects
this fee waiver and/or expense reimbursement arrangement to remain in place indefinitely, and the agreement
may only be amended or terminated with approval by the fund’s Board of Directors.

Example
 This example is intended to help you compare the cost of investing in the fund with the cost of investing
in other mutual 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 operating expenses remain the same. The example also assumes that any
current expense limitation arrangement remains in place for the period noted in the previous table; therefore,
the figures have been adjusted to reflect fee waivers or expense reimbursements only in the periods for
which the expense limitation arrangement is expected to continue. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:

  1 year

 3 years

 5 years

 10 years

Investor Class

 $44

 $138

 $241

 $542

I Class

 35

 109

 191

 431

Advisor Class

 100

 314

 546

 1,212

R Class

 107

 344

 579

 1,283

Z Class

 0

 0

 0

 0

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. During
the most recent  6-month period ended June 30, 2021, the fund’s portfolio turnover rate was 13.8% of
the average value of its portfolio.

Investments, Risks, and Performance

Principal
Investment Strategies

The strategy attempts to create a portfolio with similar characteristics to the
Standard & Poor’s 500 Stock Index® (S&P 500 Index) with the potential
to provide excess returns relative to the Index. The fund uses a disciplined portfolio construction process
whereby it weights each sector and industry approximately the same as the S&P 500 Index. Within each
sector and industry, the weighting of individual fund holdings can vary significantly from their weighting
within the S&P 500 Index. Within each sector and industry, the weighting of individual fund holdings
can vary significantly from their weighting within the S&P 500 Index. The fund, which may be considered
an “enhanced index” fund, attempts to outperform the S&P 500 Index by overweighting those stocks
that are viewed favorably relative to their weighting in the Index, and underweighting or avoiding those
stocks that are viewed negatively.

The fund will generally remain fully invested (less than 5%
in cash reserves) and seeks to be sector neutral when compared to the S&P 500 Index. While the majority
of assets will be

SUMMARY

 3

invested
in large-capitalization U.S. common stocks, the fund may have small- and mid-capitalization and foreign
exposure in keeping with fund objectives.

Principal Risks

As with any fund, there
is no guarantee that the fund will achieve its objective(s). The fund’s share price fluctuates, which
means you could lose money by investing in the fund. The principal risks of investing in this fund, which
may be even greater during periods of market disruption or volatility, are summarized as follows:

Enhanced
index investing  Although the fund seeks to match or incrementally exceed the performance of its
benchmark index, holdings are generally not reallocated based on changes in market conditions or outlook
for a specific security, industry, or market sector in the same manner as other actively managed funds.
As a result, the fund’s performance may lag the performance of other actively managed funds. Additionally,
because the fund is designed to have similar characteristics to the Index, there is expected to be a
relatively close correlation between the fund’s performance and the performance of the Index in both
rising and falling markets. Howeve