T.ROWE PRICE SMALL-CAP VALUE FUND, INC.

ARTICLES SUPPLEMENTARY

CLASSIFYING AUTHORIZED STOCK

 T.Rowe Price Small-Cap Value Fund, Inc., a Maryland corporation, having its principal office in BaltimoreCity, Maryland (hereinafter called the “Corporation”),hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 FIRST: Pursuantto authority expressly vested in the Board of Directors of the Corporation by Article Fifth of the Charterof the Corporation, the Board of Directors has duly classified a number of shares of its unissued CommonStock (determined in connection with the SECOND paragraph below) into one new class of Common Stock tobe designated the T. Rowe Price Small-Cap Value Fund—I Class.

 SECOND: Aftergiving effect to the foregoing classification, the Board of Directors has heretofore duly divided andclassified an aggregate of 1,000,000,000 shares of the unissued Common Stock of the Corporation intothe following series and classes on the dates indicated in the parentheses following the name of therespective series and classes: T. Rowe Price Small -Cap Value Fund (April 21, 1988), T. RowePrice Small-Cap Value Fund—Advisor Class, (March 14, 2000), and T. Rowe Price Small-CapValue Fund—I Class (_____________). Each such series and/or class shall consist, until further changed,of the lesser of (x) 1,000,000,000 shares or (y) the number of shares that could be issued by issuingall of the shares of the Corporation currently or hereafter authorized less the total number of sharesof the Corporation then issued and outstanding in all of such series and/or class. All shares of eachseries and/or class have the powers, preferences, other special rights, qualifications, restrictionsand limitations set forth in the Charter. The Board of Directors also has provided for the issuance ofthe shares of each such series and/or class.

 THIRD: The shares aforesaid havebeen duly classified by the Board of Directors pursuant to authority and power contained in the Charterof the Corporation. These Articles Supplementary do not increase the aggregate authorized capital stockof the Corporation.

 INWITNESS WHEREOF, T. Rowe Price Small-Cap Value Fund, Inc. has caused these Articles to be signedin its name and on its behalf by its Vice President and witnessed by its Secretary on ___________, 2015.

|                                                      |                                                                          |
|-----------------------------------------------------------|-------------------------------------------------------------------------------|
| WITNESS:                                                  | T.ROWE PRICE SMALL-CAP VALUE FUND, INC.                                       |
| __________________________

PatriciaB. Lippert, Secretary | By:_________________________________

      David Oestreicher, Vice President |

 THE UNDERSIGNED, Vice President of T. Rowe Price Small-Cap ValueFund, Inc., who executed on behalf of the Corporation Articles Supplementary of which this Certificateis made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing ArticlesSupplementary to be the corporate act of said Corporation and hereby certifies that the matters and factsset forth herein with respect to the authorization and approval thereof are true in all material respectsunder the penalties of perjury.

____________________________

David Oestreicher, Vice President

Agmts\ArtSuppVSI.doc

2