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

(“Fund”)

 AMENDED ANDRESTATED PLAN PURSUANT TO RULE 18f-3

The Fund hereby adopts this amended andrestated plan pursuant to Rule 18f-3 under the Investment Company Act of 1940 (“1940Act”), settingforth the separate arrangement and allocation of income, realized gains and losses, unrealized appreciationand depreciation, and expenses of each class of shares. The Fund’s prior Rule 18f-3 plan is herebybeing amended and restated to provide for the addition of an I Class of shares. Any material amendmentto this plan is subject to prior approval of the Board of Directors, including a majority of the independentDirectors.

EXPENSES

|                           |                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| SMALL-CAP VALUE SHARES         | Small-Cap Value shares shall bear all expenses incurred directly on behalf of the Small-CapValue shares (“Class Level Expenses”). Small-Cap Value shares shall also bear that portion of the Fund’s expensesnot incurred directly by a particular class (“Fundwide Expenses”) as the net assets of the Small-Cap Value shares bear tothe net assets of the Fund. |
| SMALL-CAP VALUE ADVISOR SHARES | Small-Cap Value Advisor shares shall bear all expenses incurred directly on behalf ofthe Small-Cap Value Advisor shares, including 12b-1 fees (“Class Level Expenses”). Small-Cap Value Advisor sharesalso bear that portion of Fundwide Expenses as the net assets of the Small-Cap Value Advisor shares bearto the net assets of the Fund.                                    |
| SMALL-CAP VALUE I SHARES       | Small-Cap Value I shares shall bear all expenses incurred directly on behalf of theSmall-Cap Value I shares (“Class Level Expenses”). Small-Cap Value I shares also bear that portion of FundwideExpenses as the net assets of the Small-Cap Value I shares bear to the net assets of the Fund.                                                                                 |

INCOMEAND GAIN/LOSS ALLOCATIONS

Income, realized gains and losses, and unrealized appreciationand depreciation will be allocated to each class on the basis of the net assets of that class in relationto the net assets of the Fund.

DIVIDENDS AND DISTRIBUTIONS

Dividends and other distributions paid bythe Fund to each class of shares will be paid on the same day and at the same time, and will be determinedin the same manner and will be in the same amount, except that the amount of the dividends and otherdistributions declared and 

paidby a particular class may be different from that paid by another class generally only because of differingClass Level Expenses borne by each class.

EXCHANGE PRIVILEGE

Each class of sharesis exchangeable for the other class of shares or for the same or other classes of shares of any T. RowePrice mutual fund subject to the conditions of any such fund’s then-current prospectus.

GENERAL

Eachclass of shares shall have exclusive voting rights on any matter submitted to shareholders that relatessolely to its arrangements and shall have separate voting rights on any matter submitted to shareholdersin which the interests of one class differ from the interests of any other class.

Onan ongoing basis, the Board of Directors, pursuant to their fiduciary responsibilities under the 1940Act and otherwise, will monitor the Fund for the existence of any material conflicts among the interestsof its several classes. The Board of Directors, including a majority of the independent Directors, shalltake such action as is reasonably necessary to eliminate any such conflicts that may develop. T. RowePrice Associates, Inc. will be responsible for reporting any potential or existing conflicts to the Boardof Directors.

 Effective as of _________, 2015. 

SCV-SVA-VSIAMENDED AND RESTATED Rule18F3.doc