-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G/LciSt2PXXFsF77kFUcc2u21xeS0qK/ajoDu041Xw5fZ8x/Xf7xroS+hMn+EBQH IK88GwmcvGvTFA4CVKYmtg== 0000316968-07-000033.txt : 20071002 0000316968-07-000033.hdr.sgml : 20071002 20071002082236 ACCESSION NUMBER: 0000316968-07-000033 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20071002 DATE AS OF CHANGE: 20071002 EFFECTIVENESS DATE: 20071002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Prime Reserve Fund, Inc. CENTRAL INDEX KEY: 0000316968 IRS NUMBER: 521040467 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-54926 FILM NUMBER: 071147541 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE PRIME RESERVE FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Prime Reserve Fund, Inc. CENTRAL INDEX KEY: 0000316968 IRS NUMBER: 521040467 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02603 FILM NUMBER: 071147542 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE PRIME RESERVE FUND INC DATE OF NAME CHANGE: 19920703 0000316968 S000002140 T. Rowe Price Prime Reserve Fund, Inc. C000005535 T. Rowe Price Prime Reserve Fund, Inc. PRRXX 485BPOS 1 prfxbrl61amd43.htm
PAGE 1

Registration Nos. 002-54926/811-2603

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N1A

REGISTRATION STATEMENT UNDER THE S ECURITIES ACT OF 1933/X/

PostEffective Amendment No. 61/X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940/X/

Amendment No. 43/X/

T. Rowe Price Prime Reserve Fund, Inc.

Exact Name of Registrant as Specified in Charter

100 East Pratt Street, Baltimore, Maryland 21202

Address of Principal Executive Offices

4103452000

Registrant`s Telephone Number, Including Area Code

Henry H. Hopkins

100 East Pratt Street, Baltimore, Maryland 21202

Name and Address of Agent for Service

It is proposed that this filing will become effective on October 2, 2007 pursuant to paragraph (b) of Rule 485.

EXHIBIT INDEX

Users of this data are advised pursuant to the rules and regulations governing the filing of voluntary XBRL disclosure that the following XBRL documents are not the official publicly filed disclosure of T. Rowe Price Prime Reserve Fund, Inc. The purpose of submitting these XBRL exhibits is to test XBRL format and technology, therefore investors should not rely on these exhibits in making investment decisions.


Exhibit


Exhibit No.

XBRL Instance Document
EX-100.INS
XBRL Schema Document
EX-100.SCH
XBRL Label Linkbase Document
EX-100.LAB
XBRL Definition Linkbase Document
EX-100.DEF

PAGE 3

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the un dersigned, duly authorized, in the City of Baltimore, State of Maryland, this October 2, 2007.

T. Rowe Price Prime Reserve Fund, Inc.

/s/Edward C. Bernard
By:Edward C. Bernard
Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature


Title


Date


/s/Edward C. Bernard
Edward C. Bernard

Chairman of the Board
(Chief Executive Officer)

October 2, 2007

/s/Joseph A. Carrier
Joseph A. Carrier

Treasurer (Chief
Financial Officer)

October 2, 2007

*
Jeremiah E. Casey

Director

October 2, 2007

*
Anthony W. Deering

Director

October 2, 2007

*
Donald W. Dick, Jr.

Director

October 2, 2007

*
 David K. Fagin

Director

October 2, 2007

*
Karen N. Horn

Director

October 2, 2007

/s/Mary J. Miller
Mary J. Miller

Director and
Vice President

October 2, 2007

*
Theo C. Rodgers

Director

October 2, 2007

*
John G. Schreiber

Director

October 2, 2007

*/s/Henry H. Hopkins
Henry H. Hopkins

Vice President and
AttorneyInFact

October 2, 2 007

<R>
</R>

T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. ROWE PRICE SCIE NCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.

PAGE 5

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
T. ROWE PRICE SUMMIT FUNDS, INC.
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. ROWE PRICE TAX-E FFICIENT FUNDS, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
T. ROWE PRICE VALUE FUND, INC.

POWER OF ATTORNEY

RESOLVED, that the Corporation does hereby constitute and authorize Edward C. Bernard, Joel H. Goldberg and Henry H. Hopkins, and each of them individually, their true and lawful attorneys and agents to take any and all action and execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable the Corporation/Trust to comply with the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and any rules, regulations, orders or other requirements of the United States Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of 1933, as amended, of shares of the Corporation/Trust, to be offered by the Corporation/Trust, and the registration of the Corporation/Trust under the Investment Company Act of 1940, as amended, including specifically, but without limitation of the foregoing, power and authority to sign the name of the Corporation/Trust on its behalf, and to sign the names of each of such directors/trustees and officers on his behalf as such director/trustee or officer to any (i) Reg istration Statement on Form N-1A or N-14 of the Corporation/Trust filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended; (ii) Registration Statement on Form N-1A or N-14 of the Corporation/Trust under the Investment Company Act of 1940, as amended; (iii) amendment or supplement (including, but not limited to, Post-Effective Amendments adding additional series or classes of the Corporation/Trust) to said Registration Statement; and (iv) instruments or documents filed or to be filed as a part of or in connection with such Registration Statement, including Articles Supplementary, Articles of Amendment, and other instruments with respect to the Articles of Incorporation or Master Trust Agreement of the Corporation/Trust.

IN WITNESS WHEREOF, the above named Corporations/Trusts have c aused these presents to be signed and the same attested by its Secretary, each thereunto duly authorized by its Board of Directors/Trustees, and each of the undersigned has hereunto set his hand and seal as of the day set opposite his name.

< /tr>

ALL CORPORATIONS/TRUSTS









/s/Edward C. Bernard
Edward C. Bernard
Chairman of the Board (Principal Executive Officer)
Director/Trustee


April 24, 2007

/s/Joseph A. Carrier
Joseph A. Carrier


Treasurer (Principal Financial Officer)


April 24, 2007


/s/Jeremiah E. Casey
Jeremiah E. Casey


Direct or/Trustee


April 24, 2007


/s/Anthony W. Deering
Anthony W. Deering


Director/Trustee


April 24, 2007


/s/Donald W. Dick, Jr.
Donald W. Dick, Jr.


Director/Trustee


April 24, 2007


/s/David K. Fagin
David K. Fagin


Director/Trustee


April 24, 2007


/s/Karen N. Horn
Karen N. Horn


Director/Trustee


April 24, 2007


/s/Theo C. Rodgers< br>Theo C. Rodgers


Director/Trustee


April 24, 2007


/s/John G. Schreiber
John G. Schreiber


Director/Trustee


April 24, 2007

(Signatures Continued)

PAGE 7

BRIAN C. ROGERS, Director/Trustee

T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
< /font>T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE INDEX TRUST, INC.
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. ROWE PRICE INTERNATIONAL SERIES, IN C.
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

BRIAN C. ROGERS, President and Director/Trustee

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

BRIAN C. ROGERS, Vice President and Director/Trustee

T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
T. ROWE PRICE VALUE FUND, INC.



/s/Brian C. Rogers
Brian C. Rogers
< br>



April 24, 2007

(Signatures Continued)

JOHN H. LAPORTE, Director/Trustee

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE EQUITY SERIES, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

JOHN H. LAPORTE, President and Director

T. ROWE PRICE NEW HORIZONS FUND, INC.

JOHN H. LAPORTE, Vice President and Director

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.



/s/John H. Laporte
John H. Laporte


April 24, 2007

< p>

(Signatures Continued)

PAGE 9

MARY J. MILLER, Director


T. ROWE PRICE FIXED INCOME SERIES, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.

MARY J. MILLER, President and Director/Trustee

T. ROWE PRICE CALFORNIA TAX-FREE INCOME TRUST
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.

MARY J. MILLER, Vice President and Director/Trustee

T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.



/s/Mary J. Miller
Mary J. Miller


April 24, 2007

(Signatures Continued)

ATTEST:

/s/Patricia B. Lippert

______________________________
Patricia B. Lippert, Secretary

 EX-100.INS 3 r-10022007.xml 0000316968ici:Registrant_item2007-10-020000316968filer:S0000021402007-10-020000316968filer:C0000055352007-10-020000316968filer:AllInstruments2007-10-02pureiso4217:USDWhat is the fund's objective?The fund's goals are preservation of capital,liquidity, and,consistent with these, the highest possible current income.What is the fund's principal investment strategy?A money market fund, which is managed to provide a stable share price of $1.00, invests in high-quality, U.S. dollar-denominated money market securities. The fund's average weighted maturity will not exceed 90 days, and we will not purchase any security with a maturity longer than 13 months. The fund's yield will fluctuate with changes in short-term interest rates. In selecting securities, fund managers may examine the relationships among yields on various types and maturities of money market securities in the context of their outlook for interest rates. For example, commercial paper often offers a yield advantage over Treasury bills. If rates are expected to fall, longer maturities, which typically have higher yields than shorter maturities, may be purchased to try to preserve the fund's income level. Conversely, shorter maturities may be favored if rates are expected to rise.The fund may sell holdings for a variety of reasons, such as to adjust the portfolio's average maturity or credit quality or to shift assets into higher-yielding securities or different sectors.Certain investment restrictions, such as a required minimum or maximum investment in a particular type of security, are measured at the tim e the fund purchases a security. The status, market value, maturity, credit quality, or other characteristics of the fund's securities may change after they are purchased, and this may cause the amount of the fund's assets invested in such securities to exceed the stated maximum restriction or fall below the stated minimum restriction. If any of these changes occur, it would not be considered a violation of the investment restriction. However,purchases by the fund during the time it is above or below the stated percentage restriction would be made in compliance with applicable restrictions.What are the main risks of investing in the fund?Since the fund seeks to maintain a $1.00 share price, it should have little risk of principal loss. However, there is no assurance the fund will avoid principal losses in the event that any fund holding has its credit rating downgraded or defaults or interest rates rise sharply in an unusually short period.The fund's yield will vary; it is not fixed for a specific period like the yield on a bank certificate of deposit. This is a disadvantage when interest rates are falling. An investment in the fund is not insured or guaranteed by the FDIC or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.As with any mutual fund, there can be no guarantee the fund will achieve its objective.How has the fund performed in the past?The bar chart showing calendar year returns and the average annual total returns table indicate risk by illustrating how much returns can differ from one year to the next and over time. Past fund performance is no guarantee of future returns.The fund can also experience short-term performance swings, as shown by the best and worst calendar quarter returns d uring the years depicted.Prime Reserve Fund Calendar Year Returns19970.05119980.051319990.047120000.060320010.039220020.013920030.00620040.008120050.027120060.0456Best Quarter2000-12-310.0154Worst Quarter2004-03-310.00122007-06-300.0239Average Annual Total ReturnsPeriods ended December 31, 20061 year5 years10 yearsPrime Reserve Fund0.04560.020.0348Lipper Money Market Funds Average0.0420.01730.0325What fees and expenses will I pay?The shares that are offered in this prospectus are 100% no load. There are no fees or charges to buy or sell fund shares, reinvest dividends, or exchange into other T. Rowe Price funds. There are no 12b-1 fees.Fees and Expenses of the Fund*Management fee0.0035Other expenses0.0022Total annual fund operating expenses0.0057*Redemption proceeds of less than $5,000 sent by wire are subject to a $5 fee paid to the fund. Accounts with less than a $2,000 balance (with certain exceptions) are subject to a $10 fee. See Account Maintenance and Small Account Fees.Example. The following table gives you an idea of how expense ratios may translate into dollars and helps you to compare the cost of investing in this fund with that of other mutual funds. Although your actual costs may be higher or lower, the table shows how much you would pay if operating expenses remain the same, you invest $10,000, earn a 5% annual return, hold the investment for the following periods, and then redeem:1 year3 years5 years10 years581833187142007-10-022007-10-02< ici:Disclaimer contextRef="C0000316968_RegistrantDomain">The purpose of submitting the tagged exhibit is to test the related format and technology and, as a result, investors should not rely on this exhibit in making investment decisions. EX-100.SCH 4 reg.xsd EX-100.LAB 5 reg_lab.xml T. Rowe Price Prime Reserve Fund, Inc.AllInstrumentsT. Rowe Price Prime Reserve Fund, Inc.T. Rowe Price Prime Reserve Fund, Inc. EX-100.DEF 6 reg_def.xml -----END PRIVACY-ENHANCED MESSAGE-----