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: Pursuant to authority expressly vested in the Board of Directors of the Corporation by Article Fifthof the Charter of the Corporation, the Board of Directors has duly classified a number of shares of itsunissued Common Stock (determined in connection with the SECOND paragraph below) into one new class ofCommon Stock to be designated the T. Rowe Price Small-Cap Value Fund—I Class (the “New Fund”).

 SECOND: After giving effect to the foregoing classification, the Board of Directors has heretofore duly dividedand classified 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 names 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 (July 23, 2015). 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 any series and/or class currently or hereafter classified less the total numberof shares then issued and outstanding in all of such series and/or class. Except as set forth below,all shares of each series and classes have the powers, preferences, other special rights, qualifications,restrictions, and limitations set forth in the Charter. The Board of Directors also has provided forthe issuance of the shares of each such series and classes.

 THIRD: The following is a description of the preferences, conversion and other rights, powers, restrictions,limitations as to dividends, qualifications and terms and conditions of redemption of each series orclass of Common Stock of the New Fund and any other class or series of Common Stock established afterthe date hereof. Except as set forth in this Article THIRD below, all shares of the New Fund and any other class or series of Common Stockestablished after the date hereof shall have the powers, preferences, other special rights, qualifications,restrictions, and limitations set forth in the Charter.

 Withrespect to all shares of the New Fund and any other class or series of Common Stock established afterthe date hereof, the following clause shall apply in lieu of paragraph (B), clause (ii) of Article SEVENTHof the Charter:

 “Shares of each such class or seriesshall be redeemed at their net asset value determined as set forth in paragraph (C) of this Article SEVENTHas of such time as the Board of Directors shall have theretofore prescribed by resolution, less suchredemption fee or sales charge, if any, as may be established by the Board of Directors in its sole discretionand disclosed in the current Prospectus or Statement of Additional Information for the Corporation. Inthe absence of such resolution, the redemption price of shares deposited shall be the net asset valueof such shares next determined as set forth in paragraph (C) of this Article SEVENTH after receipt ofsuch application.” 

 FOURTH:  The shares aforesaid have been duly classified by the Boardof Directors pursuant to authority and power contained in the Charter of the Corporation. These ArticlesSupplementary do not increase the aggregate authorized capital stock of the Corporation.

 IN WITNESS WHEREOF, T. Rowe PriceSmall-Cap Value Fund, Inc. has caused these Articles to be signed in its name and on its behalf by itsVice President and witnessed by its Secretary on July 23, 2015.

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|-----------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|
| WITNESS:                                                                          | T. ROWE PRICE SMALL-CAP VALUEFUND, INC.                                                            |
| /s/Patricia B. Lippert

__________________________

PatriciaB. Lippert, Secretary | /s/David Oestreicher

By:_________________________________

     David Oestreicher, Vice President |

 THEUNDERSIGNED, Vice President of T. Rowe Price Small-Cap Value Fund, Inc., who executed on behalf of theCorporation Articles Supplementary of which this Certificate is made a part, hereby acknowledges in thename and on behalf of said Corporation the foregoing Articles Supplementary to be the corporate act ofsaid Corporation and hereby certifies that the matters and facts set forth herein with respect to theauthorization and approval thereof are true in all material respects under the penalties of perjury.

/s/DavidOestreicher

_____________________________

David Oestreicher, Vice President

Agmts\ArtSuppVSI.docx

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