T. ROWE PRICE PRIME RESERVE FUND, INC.
ARTICLES SUPPLEMENTARY
CLASSIFYING AUTHORIZED STOCK
T. Rowe Price Prime Reserve Fund, Inc., a Maryland corporation, having its
principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST:
The total number of shares of stock of all classes and series which the
Corporation initially has authority to issue is Fifteen Billion (15,000,000,000)
shares of capital stock (par value $.001 per share), amounting in aggregate par
value to One Hundred Fifty Million Dollars ($150,000,000). All of such shares
are initially classified as the "Common Stock" class of the Prime Reserve Fund.
Pursuant to authority expressly granted by Article Fifth of the Articles of
Incorporation of the Corporation, as amended from time to time (the "Charter"),
the Board of Directors has duly authorized the creation of a new class of stock
to be known as the Prime PLUS Common Stock class of the Prime Reserve Fund.
Each such class shall consist, until further changed, of the lesser of (x)
15,000,000,000 shares or (y) the number of shares that could be issued by
issuing all of the shares of the Corporation currently or hereafter authorized
less the total number of shares of the Corporation then issued and outstanding
of all other classes. The Prime PLUS Common Stock class shall represent the
same interest in the Corporation and have identical voting, dividend,
liquidation, and other rights with the Common Stock of the Corporation;
provided, however, that notwithstanding anything in the charter of the
Corporation to the contrary:
(1) Expenses uniquely related to the Prime PLUS class
of Common Stock (including, without limitation, distribution
expenses under a Rule 12b-1 plan and administrative expenses
under an administration or service agreement, plan or other
arrangement, however designated) shall be borne by that
Class, and shall be appropriately reflected (in the manner
determined by the Board of Directors) in the net asset
value, dividends, distribution and liquidation rights of the
shares of that Class, all as the Board of Directors may
determine by resolution from time to time, and shall be
described in the prospectus or statement of additional
information for such Class as and to the extent required by
the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder. As of the date hereof,
the Prime PLUS shares shall not be subject to any Rule 12b-1
distribution fees.
(2) As to any matter with respect to which a separate
vote of any Class is required by the Investment Company Act
(including, without limitation, approval of any plan,
agreement or other arrangement referred to in subsection (1)
above), such requirement as to a separate vote by that Class
shall apply in lieu of any voting requirements established
by the Maryland General Corporation Law. As to any matter
which does not affect the interest of the Prime PLUS class
of Common Stock, only the holders of shares of the affected
Class or Classes shall be entitled to vote.
<PAGE>
SECOND:
The shares aforesaid have been duly classified by the Board of Directors
pursuant to authority and power contained in the Charter of the Corporation.
These Articles Supplementary do not increase the aggregate authorized capital
stock of the Corporation.
IN WITNESS WHEREOF, T. Rowe Price Prime Reserve Fund, Inc. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on October 15, 1998.
WITNESS: T. ROWE PRICE PRIME RESERVE FUND, INC.
/s/Patricia S. Butcher /s/Edward A. Wiese
By:
---------------------------------------------------------
------------------------------------------------------------------------------
Patricia S. Butcher, Secretary
Edward A. Wiese, President
THE UNDERSIGNED, President of T. Rowe Price Prime Reserve Fund, Inc., who
executed on behalf of the Corporation Articles Supplementary of which this
certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles Supplementary to be the corporate act of
said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/Edward A. Wiese
-----------------------------------------------------------------
Edward A. Wiese, President
