T. Rowe Price U.S. Large-Cap Core Fund (TRULX)
Filed: 16 Dec 20, 12:00am
T. Rowe Price U.S. Large-Cap Core Fund, Inc.
T. Rowe Price Investment Services, Inc., principal underwriter
100 East Pratt Street
Baltimore, Maryland 21202
December 16, 2020
VIA EDGAR
Ryan Sutcliffe, Esq.
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: T. Rowe Price U.S. Large-Cap Core Fund, Inc. (the “Registrant”)
File No. 333-249963
Request for Acceleration
Dear Mr. Sutcliffe:
Pursuant to Rule 461 under the Securities Act of 1933, the Registrant, on behalf of the Acquiring Fund (as defined below), requests acceleration of the effective date of Pre-Effective Amendment No. 1 to its Registration Statement on Form N-14 (Accession No. 0001462712-20-000011) (the “Amendment”) so that the Amendment is declared effective on Friday, December 18, 2020, or as soon as practicable thereafter. The Amendment relates to the following reorganization:
Acquired Fund | Acquiring Fund |
T. Rowe Price Growth & Income Fund, series of T. Rowe Price Growth & Income Fund, Inc. | T. Rowe Price U.S. Large-Cap Core Fund, series of T. Rowe Price U.S. Large-Cap Core Fund, Inc. |
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We request that we be notified of such effectiveness by a telephone call to Vicki Booth at 443-577-5024 of T. Rowe Price Associates, Inc., and that such effectiveness also be confirmed in writing.
Very truly yours,
T. Rowe Price U.S. Large-Cap Core Fund, Inc., on behalf of
T. Rowe Price U.S. Large-Cap Core Fund
T. Rowe Price Growth & Income Fund, Inc., on behalf of
T. Rowe Price Growth & Income Fund
By: /s/David Oestreicher
Name: David Oestreicher
Title: Director, Principal Executive Officer, and Executive Vice President
T. Rowe Price Investment Services, Inc., principal underwriter
By: /s/Darrell Braman
Name: Darrell Braman
Title: Vice President