Small-Cap Value Fund_SCV_F46-051
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-02215
T. Rowe Price Small-Cap Value Fund, Inc.
(Exact name of registrant as specified
in charter)
100 East Pratt Street, Baltimore, MD 21202
(Address of principal executive
offices)
David Oestreicher
100 East Pratt Street, Baltimore, MD 21202
(Name and address of agent for service)
Registrant’s telephone number, including area code: (410) 345-2000
Date of fiscal year end: December 31
Date of reporting
period: June 30, 2023
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Market
Commentary
Portfolio
Summary
Fund
Expense
Example
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
PRSVX
Small-Cap
Value
Fund
–
.
PASVX
Small-Cap
Value
Fund–
.
Advisor
Class
PRVIX
Small-Cap
Value
Fund–
.
I
Class
TRZVX
Small-Cap
Value
Fund–
.
Z Class
T.
ROWE
PRICE
Small-Cap
Value
Fund
Log
in
to
your
account
at
troweprice.com
for
more
information.
*
Certain
mutual
fund
accounts
that
are
assessed
an
annual
account
service
fee
can
also
save
money
by
switching
to
e-delivery.
T.
ROWE
PRICE
Small-Cap
Value
Fund
Market
Commentary
Dear
Shareholder
Most
major
global
stock
and
bond
indexes
produced
positive
returns
during
the
first
half
of
your
fund’s
fiscal
year,
the
six-month
period
ended
June
30,
2023.
Despite
turmoil
in
the
banking
sector
and
a
protracted
debt
ceiling
standoff,
markets
were
resilient
as
growth
remained
positive
in
the
major
economies
and
corporate
earnings
results
came
in
stronger
than
expected.
For
the
six-month
period,
the
technology-oriented
Nasdaq
Composite
Index
gained
more
than
30%,
the
strongest
result
of
the
major
benchmarks,
as
tech
companies
benefited
from
investor
enthusiasm
for
artificial
intelligence
applications.
Growth
stocks
outperformed
value
shares,
and
developed
market
stocks
generally
outpaced
their
emerging
market
counterparts.
Currency
movements
were
mixed
over
the
period,
although
a
weaker
dollar
versus
major
European
currencies
was
beneficial
for
U.S.
investors
in
European
securities.
Within
the
S&P
500
Index,
the
information
technology,
communication
services,
and
consumer
discretionary
sectors
were
all
lifted
by
the
tech
rally
and
recorded
significant
gains.
Conversely,
the
defensive
utilities
sector
had
the
weakest
returns
in
the
growth-focused
environment,
and
the
energy
sector
also
lost
ground
amid
declining
oil
prices.
The
financials
sector
partly
recovered
from
the
failure
of
three
large
regional
banks
during
the
period
but
still
finished
with
modest
losses.
Cheaper
oil
contributed
to
slowing
inflation,
although
core
inflation
readings—
which
exclude
volatile
food
and
energy
prices—remained
stubbornly
high.
In
response,
the
Federal
Reserve
raised
its
short-term
lending
benchmark
rate
to
a
target
range
of
5.00%
to
5.25%
by
early
May,
the
highest
level
since
2007.
The
Fed
held
rates
steady
at
its
June
meeting,
but
policymakers
indicated
that
two
more
rate
hikes
could
come
by
the
end
of
the
year.
In
the
fixed
income
market,
returns
were
generally
positive
across
most
sectors
as
investors
benefited
from
the
higher
interest
rates
that
have
become
available
over
the
past
year.
Investment-grade
corporate
bonds
were
supported
by
generally
solid
balance
sheets
and
were
among
the
strongest
performers.
Global
economies
and
markets
showed
surprising
resilience
in
recent
months,
but,
moving
into
the
second
half
of
2023,
we
believe
investors
could
face
potential
challenges.
The
impact
of
the
Fed’s
rate
hikes
has
yet
to
be
fully
felt
in
the
economy,
and
while
the
regional
banking
turmoil
appears
to
have
been
contained
by
the
swift
actions
of
regulators,
it
could
weigh
on
credit
conditions.
Moreover,
market
consensus
still
seems
to
point
to
a
coming
recession,
although
hopes
have
emerged
that
such
a
downturn
could
be
more
modest.
T.
ROWE
PRICE
Small-Cap
Value
Fund
We
believe
this
environment
makes
skilled
active
management
a
critical
tool
for
identifying
risks
and
opportunities,
and
our
investment
teams
will
continue
to
use
fundamental
research
to
identify
securities
that
can
add
value
to
your
portfolio
over
the
long
term.
You
may
notice
that
this
report
no
longer
contains
the
commentary
on
your
fund’s
performance
and
positioning
that
we
previously
included
in
the
semiannual
shareholder
letters.
The
Securities
and
Exchange
Commission
(SEC)
adopted
new
rules
in
January
that
will
require
fund
reports
to
transition
to
a
new
format
known
as
a
Tailored
Shareholder
Report.
This
change
will
require
a
much
more
concise
summary
of
performance
rather
than
the
level
of
detail
we
have
provided
historically
while
also
aiming
to
be
more
visually
engaging.
As
we
prepare
to
make
changes
to
the
annual
reports
to
meet
the
new
report
regulatory
requirements
by
mid-2024,
we
felt
the
time
was
right
to
discontinue
the
optional
six-month
semiannual
fund
letter
to
focus
on
the
changes
to
come.
While
semiannual
fund
letters
will
no
longer
be
produced,
you
may
continue
to
access
current
fund
information
as
well
as
insights
and
perspectives
from
our
investment
team
on
our
personal
investing
website.
Thank
you
for
your
continued
confidence
in
T.
Rowe
Price.
Sincerely,
Robert
Sharps
CEO
and
President
T.
ROWE
PRICE
Small-Cap
Value
Fund
Portfolio
Summary
SECTOR
DIVERSIFICATION
Percent
of
Net
Assets
12/31/22
6/30/23
Financials
27.6%
24.6%
Industrials
and
Business
Services
14.3
14.5
Health
Care
11.7
11.2
Consumer
Discretionary
8.5
10.8
Real
Estate
9.0
9.9
Energy
7.5
7.9
Information
Technology
5.5
5.9
Utilities
5.2
4.9
Materials
4.6
4.6
Consumer
Staples
3.3
2.9
Communication
Services
0.6
1.0
Other
and
Reserves
2.2
1.8
Total
100.0%
100.0%
Historical
weightings
reflect
current
industry/sector
classifications.
T.
ROWE
PRICE
Small-Cap
Value
Fund
PORTFOLIO
HIGHLIGHTS
TWENTY-FIVE
LARGEST
HOLDINGS
Percent
of
Net
Assets
6/30/23
Venture
Global
LNG
1.4%
Cava
Group
1.3
Select
Medical
Holdings
1.2
IDACORP
1.1
Terreno
Realty
1.1
UFP
Industries
1.1
Littelfuse
1.1
Matador
Resources
1.1
Beacon
Roofing
Supply
1.1
Meritage
Homes
1.1
PennyMac
Financial
Services
1.0
TechnipFMC
1.0
Magnolia
Oil
&
Gas
1.0
MGE
Energy
1.0
Radian
Group
0.9
Landstar
System
0.9
SouthState
0.9
St.
Joe
0.9
Pinnacle
Financial
Partners
0.8
EastGroup
Properties
0.8
Constellium
0.8
Houlihan
Lokey
0.8
Strategic
Education
0.8
Popular
0.8
Columbia
Banking
System
0.8
Total
24.8%
Note:
The
information
shown
does
not
reflect
any
exchange-traded
funds
(ETFs),
cash
reserves,
or
collateral
for
securities
lending
that
may
be
held
in
the
portfolio.
T.
ROWE
PRICE
Small-Cap
Value
Fund
FUND
EXPENSE
EXAMPLE
As
a
mutual
fund
shareholder,
you
may
incur
two
types
of
costs:
(1)
transaction
costs,
such
as
redemption
fees
or
sales
loads,
and
(2)
ongoing
costs,
including
management
fees,
distribution
and
service
(12b-1)
fees,
and
other
fund
expenses.
The
following
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
fund
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
most
recent
six-month
period
and
held
for
the
entire
period.
Please
note
that
the
fund
has
four
share
classes:
The
original
share
class
(Investor
Class)
charges
no
distribution
and
service
(12b-1)
fee,
Advisor
Class
shares
are
offered
only
through
unaffiliated
brokers
and
other
financial
intermediaries
and
charge
a
0.25%
12b-1
fee,
I
Class
shares
are
available
to
institutionally
oriented
clients
and
impose
no
12b-1
or
administrative
fee
payment,
and
Z
Class
shares
are
offered
only
to
funds
advised
by
T.
Rowe
Price
and
other
advisory
clients
of
T.
Rowe
Price
or
its
affiliates
that
are
subject
to
a
contractual
fee
for
investment
management
services
and
impose
no
12b-1
fee
or
administrative
fee
payment.
Each
share
class
is
presented
separately
in
the
table.
Actual
Expenses
The
first
line
of
the
following
table
(Actual)
provides
information
about
actual
account
values
and
expenses
based
on
the
fund’s
actual
returns.
You
may
use
the
information
on
this
line,
together
with
your
account
balance,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
on
the
first
line
under
the
heading
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
this
period.
Hypothetical
Example
for
Comparison
Purposes
The
information
on
the
second
line
of
the
table
(Hypothetical)
is
based
on
hypothetical
account
values
and
expenses
derived
from
the
fund’s
actual
expense
ratio
and
an
assumed
5%
per
year
rate
of
return
before
expenses
(not
the
fund’s
actual
return).
You
may
compare
the
ongoing
costs
of
investing
in
the
fund
with
other
funds
by
contrasting
this
5%
hypothetical
example
and
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
the
other
funds.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
Note:
T.
Rowe
Price
charges
an
annual
account
service
fee
of
$20,
generally
for
accounts
with
less
than
$10,000.
The
fee
is
waived
for
any
investor
whose
T.
Rowe
Price
mutual
fund
accounts
total
$50,000
or
more;
accounts
electing
to
receive
electronic
delivery
of
account
statements,
transaction
confirmations,
prospectuses,
and
shareholder
reports;
or
accounts
of
an
investor
who
is
a
T.
Rowe
Price
Personal
Services
or
Enhanced
Personal
Services
client
(enrollment
in
these
programs
generally
requires
T.
Rowe
Price
assets
of
at
least
$250,000).
This
fee
is
not
included
in
the
accompanying
table.
If
you
are
subject
to
the
fee,
keep
it
in
mind
when
you
are
estimating
the
ongoing
expenses
of
investing
in
the
fund
and
when
comparing
the
expenses
of
this
fund
with
other
funds.
You
should
also
be
aware
that
the
expenses
shown
in
the
table
highlight
only
your
ongoing
costs
and
do
not
reflect
any
transaction
costs,
such
as
redemption
fees
or
sales
loads.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
To
the
extent
a
fund
charges
transaction
costs,
however,
the
total
cost
of
owning
that
fund
is
higher.
T.
ROWE
PRICE
Small-Cap
Value
Fund
SMALL-CAP
VALUE
FUND
Beginning
Account
Value
1/1/23
Ending
Account
Value
6/30/23
Expenses
Paid
During
Period*
1/1/23
to
6/30/23
Investor
Class
Actual
$1,000.00
$1,038.00
$3.94
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,020.93
3.91
Advisor
Class
Actual
1,000.00
1,036.90
5.10
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,019.79
5.06
I
Class
Actual
1,000.00
1,038.70
3.39
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,021.47
3.36
Z
Class
Actual
1,000.00
1,042.10
0.00
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,024.79
0.00
*
Expenses
are
equal
to
the
fund’s
annualized
expense
ratio
for
the
6-month
period,
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half
year
(181),
and
divided
by
the
days
in
the
year
(365)
to
reflect
the
half-year
period.
The
annualized
expense
ratio
of
the
1
Investor
Class
was
0.78%,
the
2
Advisor Class
was
1.01%,
the
3
I Class
was
0.67%,
and
the
4
Z Class
was
0.00%.
FUND
EXPENSE
EXAMPLE
(CONTINUED)
T.
ROWE
PRICE
Small-Cap
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Investor
Class
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
NET
ASSET
VALUE
Beginning
of
period
$
47
.90
$
61
.79
$
52
.79
$
47
.91
$
39
.85
$
49
.06
Investment
activities
Net
investment
income
(1)(2)
0
.18
0
.20
0
.18
0
.23
0
.21
0
.22
Net
realized
and
unrealized
gain/loss
1
.64
(
11
.56
)
13
.13
5
.72
10
.05
(
5
.66
)
Total
from
investment
activities
1
.82
(
11
.36
)
13
.31
5
.95
10
.26
(
5
.44
)
Distributions
Net
investment
income
—
(
0
.18
)
(
0
.21
)
(
0
.19
)
(
0
.29
)
(
0
.17
)
Net
realized
gain
—
(
2
.35
)
(
4
.10
)
(
0
.88
)
(
1
.91
)
(
3
.60
)
Total
distributions
—
(
2
.53
)
(
4
.31
)
(
1
.07
)
(
2
.20
)
(
3
.77
)
NET
ASSET
VALUE
End
of
period
$
49
.72
$
47
.90
$
61
.79
$
52
.79
$
47
.91
$
39
.85
T.
ROWE
PRICE
Small-Cap
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Investor
Class
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
Ratios/Supplemental
Data
Total
return
(2)(3)
3
.80
%
(
18
.55
)
%
25
.54
%
12
.50
%
25
.84
%
(
11
.49
)
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0
.78
%
(4)
0
.79
%
0
.75
%
0
.76
%
0
.77
%
0
.78
%
Net
expenses
after
waivers/payments
by
Price
Associates
0
.78
%
(4)
0
.79
%
0
.75
%
0
.76
%
0
.77
%
0
.78
%
Net
investment
income
0
.72
%
(4)
0
.37
%
0
.29
%
0
.53
%
0
.45
%
0
.45
%
Portfolio
turnover
rate
13
.9
%
20
.7
%
25
.1
%
28
.0
%
22
.3
%
19
.3
%
Net
assets,
end
of
period
(in
millions)
$4,502
$4,565
$7,722
$6,301
$8,019
$6,710
0
%
0
%
0
%
0
%
0
%
0
%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
6
for
details
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Small-Cap
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Advisor
Class
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
NET
ASSET
VALUE
Beginning
of
period
$
47
.76
$
61
.60
$
52
.64
$
47
.80
$
39
.75
$
48
.81
Investment
activities
Net
investment
income
(loss)
(1)(2)
0
.12
0
.02
(
0
.02
)
0
.11
0
.07
0
.09
Net
realized
and
unrealized
gain/loss
1
.64
(
11
.51
)
13
.08
5
.66
10
.02
(
5
.55
)
Total
from
investment
activities
1
.76
(
11
.49
)
13
.06
5
.77
10
.09
(
5
.46
)
Distributions
Net
investment
income
—
—
—
(
0
.05
)
(
0
.13
)
—
Net
realized
gain
—
(
2
.35
)
(
4
.10
)
(
0
.88
)
(
1
.91
)
(
3
.60
)
Total
distributions
—
(
2
.35
)
(
4
.10
)
(
0
.93
)
(
2
.04
)
(
3
.60
)
NET
ASSET
VALUE
End
of
period
$
49
.52
$
47
.76
$
61
.60
$
52
.64
$
47
.80
$
39
.75
T.
ROWE
PRICE
Small-Cap
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Advisor
Class
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
Ratios/Supplemental
Data
Total
return
(2)(3)
3
.69
%
(
18
.81
)
%
25
.12
%
12
.14
%
25
.47
%
(
11
.57
)
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
1
.01
%
(4)
1
.14
%
1
.08
%
1
.06
%
1
.08
%
1
.03
%
Net
expenses
after
waivers/payments
by
Price
Associates
1
.01
%
(4)
1
.14
%
1
.08
%
1
.06
%
1
.08
%
1
.03
%
Net
investment
income
(loss)
0
.50
%
(4)
0
.03
%
(
0
.04
)
%
0
.25
%
0
.15
%
0
.18
%
Portfolio
turnover
rate
13
.9
%
20
.7
%
25
.1
%
28
.0
%
22
.3
%
19
.3
%
Net
assets,
end
of
period
(in
millions)
$77
$77
$105
$97
$105
$108
0
%
0
%
0
%
0
%
0
%
0
%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
6
for
details
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Small-Cap
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
I
Class
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
NET
ASSET
VALUE
Beginning
of
period
$
47
.80
$
61
.72
$
52
.76
$
47
.89
$
39
.84
$
49
.06
Investment
activities
Net
investment
income
(1)(2)
0
.20
0
.28
0
.25
0
.27
0
.26
0
.28
Net
realized
and
unrealized
gain/loss
1
.65
(
11
.55
)
13
.12
5
.72
10
.05
(
5
.67
)
Total
from
investment
activities
1
.85
(
11
.27
)
13
.37
5
.99
10
.31
(
5
.39
)
Distributions
Net
investment
income
—
(
0
.30
)
(
0
.31
)
(
0
.24
)
(
0
.35
)
(
0
.23
)
Net
realized
gain
—
(
2
.35
)
(
4
.10
)
(
0
.88
)
(
1
.91
)
(
3
.60
)
Total
distributions
—
(
2
.65
)
(
4
.41
)
(
1
.12
)
(
2
.26
)
(
3
.83
)
NET
ASSET
VALUE
End
of
period
$
49
.65
$
47
.80
$
61
.72
$
52
.76
$
47
.89
$
39
.84
T.
ROWE
PRICE
Small-Cap
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
I
Class
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
12/31/22
12/31/21
12/31/20
12/31/19
12/31/18
Ratios/Supplemental
Data
Total
return
(2)(3)
3
.87
%
(
18
.43
)
%
25
.67
%
12
.59
%
25
.97
%
(
11
.40
)
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0
.67
%
(4)
0
.67
%
0
.65
%
0
.66
%
0
.66
%
0
.66
%
Net
expenses
after
waivers/payments
by
Price
Associates
0
.67
%
(4)
0
.67
%
0
.65
%
0
.66
%
0
.66
%
0
.66
%
Net
investment
income
0
.84
%
(4)
0
.52
%
0
.40
%
0
.63
%
0
.56
%
0
.56
%
Portfolio
turnover
rate
13
.9
%
20
.7
%
25
.1
%
28
.0
%
22
.3
%
19
.3
%
Net
assets,
end
of
period
(in
millions)
$2,931
$2,900
$2,388
$1,507
$2,305
$1,674
0
%
0
%
0
%
0
%
0
%
0
%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
6
for
details
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Small-Cap
Value
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Z
Class
(1)
6
Months
.
Ended
6/30/23
..
Year
..
..
Ended
.
3/16/20
(1)
Through
12/31/20
12/31/22
12/31/21
NET
ASSET
VALUE
Beginning
of
period
$
47
.95
$
61
.88
$
52
.83
$
30
.66
Investment
activities
Net
investment
income
(2)(3)
0
.37
0
.63
0
.64
0
.43
Net
realized
and
unrealized
gain/loss
1
.65
(
11
.59
)
13
.16
23
.08
Total
from
investment
activities
2
.02
(
10
.96
)
13
.80
23
.51
Distributions
Net
investment
income
—
(
0
.62
)
(
0
.65
)
(
0
.46
)
Net
realized
gain
—
(
2
.35
)
(
4
.10
)
(
0
.88
)
Total
distributions
—
(
2
.97
)
(
4
.75
)
(
1
.34
)
NET
ASSET
VALUE
End
of
period
$
49
.97
$
47
.95
$
61
.88
$
52
.83
Ratios/Supplemental
Data
Total
return
(3)(4)
4
.21
%
(
17
.90
)
%
26
.48
%
76
.84
%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
waivers/payments
by
Price
Associates
0
.65
%
(5)
0
.65
%
0
.64
%
0
.64
%
(5)
Net
expenses
after
waivers/payments
by
Price
Associates
0
.00
%
(5)
0
.00
%
0
.00
%
0
.00
%
(5)
Net
investment
income
1
.51
%
(5)
1
.17
%
1
.04
%
1
.26
%
(5)
Portfolio
turnover
rate
13
.9
%
20
.7
%
25
.1
%
28
.0
%
Net
assets,
end
of
period
(in
millions)
$2,832
$2,754
$4,046
$3,420
0
%
0
%
0
%
0
%
(1)
Inception
date
(2)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(3)
See
Note
6
for
details
of
expense-related
arrangements
with
Price
Associates.
(4)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(5)
Annualized
T.
ROWE
PRICE
Small-Cap
Value
Fund
June
30,
2023
(Unaudited)
Portfolio
of
Investments
‡
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
COMMON
STOCKS
94.9%
COMMUNICATION
SERVICES
0.9%
Diversified
Telecommunication
Services
0.1%
Frontier
Communications
Parent
(1)
702,500
13,095
GCI
Liberty,
EC
(2)
399,039
—
13,095
Media
0.8%
Advantage
Solutions
(1)
6,269,623
14,671
Advantage
Solutions,
Warrants,
12/31/26,
11.50%
(1)
400,000
52
Boston
Omaha,
Class
A
(1)
593,158
11,163
New
York
Times,
Class
A
1,246,700
49,095
Nexstar
Media
Group
60,000
9,993
Saga
Communications,
Class
A
140,954
3,011
87,985
Total
Communication
Services
101,080
CONSUMER
DISCRETIONARY
10.8%
Automobile
Components
1.2%
Dorman
Products
(1)
616,833
48,625
LCI
Industries
333,441
42,134
Strattec
Security
(1)(3)
334,806
6,093
Visteon
(1)
175,046
25,138
121,990
Broadline
Retail
0.2%
Kohl's
727,200
16,762
16,762
Distributors
0.1%
Pool
Corp
29,363
11,001
11,001
Diversified
Consumer
Services
0.9%
Clear
Secure,
Class
A
(4)
387,443
8,977
Strategic
Education
1,187,812
80,581
89,558
Hotels,
Restaurants
&
Leisure
3.1%
BJ's
Restaurants
(1)
686,837
21,841
Cava
Group
(1)
87,987
3,603
Cava
Group,
Acquisition
Date:
6/23/20
-
3/26/21,
Cost $31,962
(1)
(5)(6)
3,234,285
132,444
Deliveroo
(GBP)
(1)
14,166,784
20,621
Marriott
Vacations
Worldwide
358,356
43,978
Papa
John's
International
859,781
63,478
SeaWorld
Entertainment
(1)
87,900
4,923
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Torchys
Holdings,
Class
A,
Acquisition
Date:
11/13/20,
Cost $12,311
(1)(2)(5)(7)
1,439,856
7,804
Wyndham
Hotels
&
Resorts
291,100
19,961
318,653
Household
Durables
1.3%
Cavco
Industries
(1)
84,898
25,045
Meritage
Homes
771,490
109,760
134,805
Leisure
Products
0.2%
Peloton
Interactive,
Class
A
(1)
2,008,200
15,443
Rad
Power
Bikes,
Class
A,
Acquisition
Date:
1/22/21,
Cost $5,494
(1)(2)(5)
1,138,910
683
16,126
Specialty
Retail
2.8%
Academy
Sports
&
Outdoors
440,900
23,831
Asbury
Automotive
Group
(1)
156,900
37,722
Caleres
1,241,700
29,714
Children's
Place
(1)(4)
429,500
9,969
Farfetch,
Class
A
(1)(4)
1,646,800
9,947
Floor
&
Decor
Holdings,
Class
A
(1)
149,700
15,563
Framebridge,
EC,
Acquisition
Date:
5/19/20,
Cost $908
(1)(2)(5)
907,892
408
Group
1
Automotive
156,000
40,263
Hibbett
267,512
9,708
Monro
1,419,266
57,665
Petco
Health
&
Wellness
(1)(4)
2,981,937
26,539
Rent
the
Runway,
Class
A
(1)(4)
2,977,865
5,896
RH
(1)
27,900
9,195
Savers
Value
Village
(1)
401,617
9,518
Winmark
8,168
2,716
288,654
Textiles,
Apparel
&
Luxury
Goods
1.0%
Bombas,
Acquisition
Date:
2/12/21,
Cost $14,601
(1)(2)(5)
3,303,766
11,596
Canada
Goose
Holdings
(1)(4)
512,300
9,119
Figs,
Class
A
(1)
4,452,917
36,826
Steven
Madden
1,450,140
47,405
104,946
Total
Consumer
Discretionary
1,102,495
CONSUMER
STAPLES
2.3%
Beverages
0.6%
Boston
Beer,
Class
A
(1)
14,366
4,431
Coca-Cola
Consolidated
90,474
57,543
61,974
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Consumer
Staples
Distribution
&
Retail
0.1%
Sprouts
Farmers
Market
(1)
291,700
10,714
10,714
Food
Products
1.4%
Nomad
Foods
(1)
3,660,700
64,135
Post
Holdings
(1)
531,830
46,083
Simply
Good
Foods
(1)
1,052,581
38,514
148,732
Household
Products
0.2%
Reynolds
Consumer
Products
742,500
20,976
20,976
Total
Consumer
Staples
242,396
ENERGY
7.9%
Energy
Equipment
&
Services
3.7%
Cactus,
Class
A
1,234,479
52,243
ChampionX
2,236,262
69,414
Enerflex
(CAD)
7,078,229
48,194
Energy
Reservoir
Holdings,
Class
A-1,
Acquisition
Date:
4/30/19,
Cost $20,875
(1)(2)(3)(5)(7)
20,874,541
9,393
Expro
Group
Holdings
(1)
2,460,609
43,602
Liberty
Energy,
Class
A
2,485,099
33,226
Ranger
Energy
Services
(1)(3)
1,693,860
17,345
TechnipFMC
(1)
6,449,993
107,199
380,616
Oil,
Gas
&
Consumable
Fuels
4.2%
Advantage
Energy
(CAD)
(1)(4)
4,277,547
27,930
International
Seaways
247,272
9,456
Magnolia
Oil
&
Gas,
Class
A
4,994,370
104,382
Matador
Resources
2,145,051
112,229
Range
Resources
1,083,500
31,855
REX
American
Resources
(1)
311,971
10,860
Venture
Global
LNG,
Series
B,
Acquisition
Date:
3/8/18,
Cost $1,314
(1)(2)(5)
435
7,830
Venture
Global
LNG,
Series
C,
Acquisition
Date:
5/25/17
-
3/8/18,
Cost $26,302
(1)(2)(5)
7,197
129,546
434,088
Total
Energy
814,704
FINANCIALS
24.2%
Banks
14.8%
BankUnited
3,307,658
71,280
Blue
Foundry
Bancorp
(1)(4)
897,252
9,071
Burke
&
Herbert
Financial
Services
39,344
2,526
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Cathay
General
Bancorp
636,100
20,476
Coastal
Financial
(1)
563,616
21,220
Columbia
Banking
System
3,907,062
79,235
Columbia
Financial
(1)(4)
1,063,310
18,385
CRB
Group,
Acquisition
Date:
4/14/22,
Cost $3,215
(1)(2)(5)
30,579
2,365
CrossFirst
Bankshares
(1)
2,046,105
20,461
Dogwood
State
Bank,
Non-Voting
Shares,
Acquisition
Date:
5/6/19,
Cost $2,923
(1)(2)(3)(5)
292,336
5,847
Dogwood
State
Bank,
Voting
Shares,
Acquisition
Date:
5/6/19,
Cost $1,436
(1)(2)(3)(5)
143,582
2,872
Dogwood
State
Bank,
Warrants,
5/6/24,
Acquisition
Date:
5/6/19,
Cost $—
(1)(2)(3)(5)
43,592
454
East
West
Bancorp
1,149,275
60,670
Eastern
Bankshares
6,027,108
73,953
Farmers
&
Merchants
Bank
of
Long
Beach
2,471
13,430
FB
Financial
1,526,123
42,808
First
Bancshares
(4)
701,081
18,116
FS
Bancorp
(3)
670,758
20,170
Grasshopper
Bancorp,
Acquisition
Date:
10/12/18
-
5/2/19,
Cost $5,034
(1)(2)(5)
503,404
1,213
Grasshopper
Bancorp,
Warrants,
10/12/28,
Acquisition
Date:
10/12/18,
Cost $—
(1)(2)(5)
100,220
16
HarborOne
Bancorp
2,728,073
23,680
Home
BancShares
3,457,051
78,821
Independent
Bank
505,895
22,517
Independent
Bank
Group
827,512
28,574
John
Marshall
Bancorp
(3)(4)
1,057,188
21,239
Kearny
Financial
2,520,255
17,768
Live
Oak
Bancshares
(3)
2,482,836
65,323
Metropolitan
Bank
Holding
(1)(3)(4)
556,623
19,331
National
Bank
Holdings,
Class
A
(3)
1,957,165
56,836
Origin
Bancorp
903,349
26,468
Pacific
Premier
Bancorp
1,189,273
24,594
Pinnacle
Financial
Partners
1,522,634
86,257
Ponce
Financial
Group
(1)(4)
1,771,577
15,395
Popular
1,318,136
79,773
Preferred
Bank
(3)
920,209
50,602
Provident
Bancorp
1,180,107
9,771
Sandy
Spring
Bancorp
1,574,237
35,704
Southern
First
Bancshares
(1)(3)
454,722
11,254
SouthState
1,373,537
90,379
Texas
Capital
Bancshares
(1)
1,140,538
58,738
Towne
Bank
2,436,352
56,621
Veritex
Holdings
1,215,490
21,794
Webster
Financial
954,987
36,051
Western
Alliance
Bancorp
1,121,707
40,909
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
WSFS
Financial
1,685,128
63,563
1,526,530
Capital
Markets
2.2%
AssetMark
Financial
Holdings
(1)
1,346,684
39,943
Houlihan
Lokey
836,023
82,189
Main
Street
Capital
(4)
325,732
13,039
OTC
Markets
Group,
Class
A
411,454
23,700
StepStone
Group,
Class
A
647,975
16,076
Virtus
Investment
Partners
268,652
53,051
227,998
Consumer
Finance
1.1%
Green
Dot,
Class
A
(1)
2,440,998
45,744
NerdWallet,
Class
A
(1)
1,224,278
11,521
PRA
Group
(1)
821,298
18,767
PROG
Holdings
(1)
1,337,184
42,950
118,982
Financial
Services
2.8%
Conyers
Park
III
Acquisition
(1)
1,328,447
13,576
PennyMac
Financial
Services
1,529,894
107,567
Radian
Group
3,776,176
95,462
Stash
Financial,
Acquisition
Date:
1/6/21
-
1/26/21,
Cost $1,244
(1)(2)(5)
38,630
563
Voya
Financial
307,900
22,079
Walker
&
Dunlop
679,160
53,715
292,962
Insurance
2.1%
BRP
Group,
Class
A
(1)
992,026
24,582
Coalition,
Acquisition
Date:
9/13/21,
Cost $357
(1)(2)(5)
21,587
364
First
American
Financial
182,400
10,400
Hagerty,
Warrants,
12/1/26,
11.50%
(1)
257,272
541
James
River
Group
Holdings
(3)
2,279,810
41,629
Palomar
Holdings
(1)
180,486
10,475
ProAssurance
2,499,327
37,715
Ryan
Specialty
Holdings,
Class
A
(1)
1,179,028
52,927
Selective
Insurance
Group
232,726
22,330
Skyward
Specialty
Insurance
Group
(1)
294,796
7,488
White
Mountains
Insurance
Group
2,802
3,892
212,343
Mortgage
Real
Estate
Investment
Trusts
1.2%
Hannon
Armstrong
Sustainable
Infrastructure
Capital,
REIT
(4)
3,065,595
76,640
PennyMac
Mortgage
Investment
Trust,
REIT
3,739,672
50,411
127,051
Total
Financials
2,505,866
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
HEALTH
CARE
10.4%
Biotechnology
4.5%
Apellis
Pharmaceuticals
(1)
495,125
45,106
Ascendis
Pharma,
ADR
(1)
276,800
24,704
Blueprint
Medicines
(1)
506,432
32,006
Cerevel
Therapeutics
Holdings
(1)
461,165
14,660
CRISPR
Therapeutics
(1)(4)
317,300
17,813
Cytokinetics
(1)
330,500
10,781
Denali
Therapeutics
(1)
440,038
12,986
Generation
Bio
(1)
798,408
4,391
HilleVax
(1)
348,562
5,992
Icosavax
(1)
1,585,455
15,744
Immatics
(1)
426,137
4,918
Insmed
(1)
1,967,929
41,523
Ionis
Pharmaceuticals
(1)
907,800
37,247
Karuna
Therapeutics
(1)
179,930
39,018
Kymera
Therapeutics
(1)
634,953
14,598
MacroGenics
(1)(4)
1,806,000
9,662
Monte
Rosa
Therapeutics
(1)(4)
13,580
93
MoonLake
Immunotherapeutics
(1)
180,986
9,230
Morphic
Holding
(1)
114,700
6,576
MorphoSys,
ADR
(1)
1,554,800
11,614
Nkarta
(1)(4)
1,645,141
3,603
Prothena
(1)
105,013
7,170
Relay
Therapeutics
(1)
809,713
10,170
Repare
Therapeutics
(1)(4)
722,939
7,649
Replimune
Group
(1)
498,429
11,574
Syndax
Pharmaceuticals
(1)
644,500
13,489
Tenaya
Therapeutics
(1)(4)
883,580
5,187
Verve
Therapeutics
(1)(4)
514,029
9,638
Xencor
(1)
1,198,858
29,935
Zentalis
Pharmaceuticals
(1)(4)
421,685
11,896
468,973
Health
Care
Equipment
&
Supplies
2.2%
Atrion (4)
68,517
38,760
Avanos
Medical
(1)
940,800
24,047
Embecta
1,351,608
29,195
Lantheus
Holdings
(1)
598,419
50,219
Pax
Labs,
Class
A,
Acquisition
Date:
4/18/19,
Cost $9,910
(1)(2)
(5)
2,631,808
1,263
QuidelOrtho (1)
699,768
57,983
Utah
Medical
Products
(3)
235,955
21,991
223,458
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Health
Care
Providers
&
Services
2.9%
Agiliti (1)
1,470,971
24,271
Alignment
Healthcare
(1)
3,210,110
18,458
Capsule,
Acquisition
Date:
4/7/21,
Cost $3,065
(1)(2)(5)
211,518
620
Ensign
Group
718,972
68,633
Innovage
Holding
(1)
3,432,942
25,747
Option
Care
Health
(1)
615,843
20,009
Pennant
Group
(1)
1,507,762
18,516
Select
Medical
Holdings
3,851,734
122,716
298,970
Health
Care
Technology
0.7%
Certara (1)
507,880
9,248
Multiplan
(1)(4)
17,151,000
36,189
Phreesia
(1)
1,030,734
31,963
77,400
Life
Sciences
Tools
&
Services
0.0%
Seer (1)
904,256
3,861
3,861
Pharmaceuticals
0.1%
Structure
Therapeutics,
ADR
(1)
110,892
4,610
Ventyx
Biosciences
(1)
275,400
9,033
13,643
Total
Health
Care
1,086,305
INDUSTRIALS
&
BUSINESS
SERVICES
14.0%
Aerospace
&
Defense
0.8%
Parsons (1)
1,055,060
50,791
Triumph
Group
(1)
2,333,559
28,866
79,657
Building
Products
2.3%
CSW
Industrials
354,648
58,939
Insteel
Industries
338,658
10,539
JELD-WEN
Holding
(1)
834,717
14,641
UFP
Industries
1,189,202
115,412
Zurn
Elkay
Water
Solutions
1,326,735
35,676
235,207
Commercial
Services
&
Supplies
1.7%
Aris
Water
Solution,
Class
A
2,293,278
23,667
Brady,
Class
A
1,219,492
58,011
MSA
Safety
238,503
41,490
Tetra
Tech
162,941
26,680
UniFirst
142,700
22,120
171,968
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Construction
&
Engineering
0.5%
Valmont
Industries
168,616
49,076
49,076
Electrical
Equipment
0.3%
Thermon
Group
Holdings
(1)
1,300,307
34,588
34,588
Ground
Transportation
0.9%
Convoy,
Warrants,
03/15/33,
Acquisition
Date:
3/24/23,
Cost $—
(1)(2)(5)
86,098
—
Landstar
System
487,300
93,825
93,825
Machinery
3.5%
Alamo
Group
251,600
46,272
Blue
Bird
(1)
841,761
18,923
Esab
765,471
50,934
ESCO
Technologies
556,587
57,679
Helios
Technologies
920,197
60,816
Hydrofarm
Holdings
Group
(1)
537,657
420
John
Bean
Technologies
87,300
10,589
RBC
Bearings
(1)
227,551
49,486
Shyft
Group
842,000
18,575
SPX
Technologies
(1)
541,300
45,994
359,688
Marine
Transportation
0.2%
Matson
239,107
18,586
18,586
Passenger
Airlines
0.8%
Allegiant
Travel
(1)
433,007
54,680
Sun
Country
Airlines
Holdings
(1)(4)
1,128,411
25,367
80,047
Professional
Services
0.8%
Checkr,
Acquisition
Date:
6/29/18,
Cost $866
(1)(2)(5)
211,422
1,142
Conduent
(1)
6,845,238
23,274
FTI
Consulting
(1)
200,877
38,207
Paycor
HCM
(1)(4)
879,665
20,821
83,444
Trading
Companies
&
Distributors
2.2%
Air
Lease
231,574
9,691
Beacon
Roofing
Supply
(1)
1,322,745
109,762
Herc
Holdings
216,910
29,684
McGrath
RentCorp
502,301
46,453
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Rush
Enterprises,
Class
A
465,742
28,289
223,879
Total
Industrials
&
Business
Services
1,429,965
INFORMATION
TECHNOLOGY
5.3%
Communications
Equipment
0.3%
Viavi
Solutions
(1)
2,776,400
31,457
31,457
Electronic
Equipment,
Instruments
&
Components
3.0%
Belden
624,666
59,749
Knowles
(1)
1,454,800
26,274
Littelfuse
387,234
112,805
Mirion
Technologies
(1)
4,567,510
38,595
Vontier
2,131,000
68,640
306,063
IT
Services
0.0%
Themis
Solutions,
Acquisition
Date:
4/14/21,
Cost $3,039
(1)(2)(5)
135,360
2,412
2,412
Semiconductors
&
Semiconductor
Equipment
1.0%
Entegris
68,118
7,549
Lattice
Semiconductor
(1)
314,557
30,219
MACOM
Technology
Solutions
Holdings
(1)
260,600
17,077
MaxLinear
(1)
432,737
13,657
Onto
Innovation
(1)
344,901
40,171
108,673
Software
1.0%
Apiture,
Acquisition
Date:
7/1/20
-
6/30/22,
Cost $8,333
(1)(2)(5)
523,101
9,290
DoubleVerify
Holdings
(1)
857,395
33,370
Envestnet
(1)
199,700
11,852
Gusto,
Acquisition
Date:
8/18/20
-
11/9/20,
Cost $7,474
(1)(2)(5)
559,515
10,536
nCino
(1)
658,774
19,842
Socure,
Acquisition
Date:
12/22/21,
Cost $2,410
(1)(2)(5)
149,990
1,122
Workiva
(1)
162,436
16,513
102,525
Total
Information
Technology
551,130
MATERIALS
4.2%
Chemicals
1.7%
Element
Solutions
3,174,200
60,945
Hawkins
514,586
24,540
Orion
1,806,391
38,332
Quaker
Chemical
271,600
52,935
176,752
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Containers
&
Packaging
0.3%
Myers
Industries
1,734,589
33,703
33,703
Metals
&
Mining
1.8%
Carpenter
Technology
565,565
31,745
Constellium
(1)
4,815,085
82,820
Reliance
Steel
&
Aluminum
282,865
76,823
191,388
Paper
&
Forest
Products
0.4%
Clearwater
Paper
(1)(3)
1,274,979
39,932
West
Fraser
Timber
(CAD)
13,010
1,118
West
Fraser
Timber
44,734
3,846
44,896
Total
Materials
446,739
REAL
ESTATE
10.0%
Diversified
Real
Estate
Investment
Trusts
0.6%
Essential
Properties
Realty
Trust,
REIT
2,479,123
58,359
58,359
Hotel
&
Resort
Real
Estate
Investment
Trusts
1.1%
Apple
Hospitality,
REIT
3,795,206
57,346
Pebblebrook
Hotel
Trust,
REIT
(4)
3,887,300
54,189
111,535
Industrial
Real
Estate
Investment
Trusts
1.9%
EastGroup
Properties,
REIT
478,200
83,015
Terreno
Realty,
REIT
1,958,300
117,694
200,709
Office
Real
Estate
Investment
Trusts
0.4%
IQHQ,
REIT,
Acquisition
Date:
10/30/19
-
8/21/20,
Cost $13,130
(1)(2)(5)
866,287
16,347
JBG
SMITH
Properties,
REIT
(4)
1,399,942
21,055
37,402
Real
Estate
Management
&
Development
2.6%
DigitalBridge
Group
(4)
1,406,138
20,684
FirstService
(4)
478,200
73,686
Opendoor
Technologies,
Class
A
(1)(4)
6,283,097
25,258
St.
Joe
1,828,068
88,369
Tricon
Residential
(4)
6,486,197
57,143
265,140
Residential
Real
Estate
Investment
Trusts
0.6%
Apartment
Investment
&
Management,
Class
A,
REIT
924,765
7,879
Elme
Communities,
REIT
190,600
3,133
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
NexPoint
Residential
Trust,
REIT
601,800
27,370
UMH
Properties,
REIT
1,350,800
21,586
59,968
Residential
Reits
0.3%
Independence
Realty
Trust,
REIT
1,875,700
34,175
34,175
Retail
Real
Estate
Investment
Trusts
0.5%
Saul
Centers,
REIT
(3)
1,326,706
48,863
48,863
Retail
Reits
0.4%
NETSTREIT,
REIT
2,158,336
38,569
38,569
Specialized
Real
Estate
Investment
Trusts
1.6%
CubeSmart,
REIT
1,598,200
71,375
PotlatchDeltic,
REIT
1,126,146
59,517
Safehold,
REIT
(4)
1,583,650
37,580
168,472
Total
Real
Estate
1,023,192
UTILITIES
4.9%
Electric
Utilities
2.5%
IDACORP
1,148,100
117,795
MGE
Energy
1,244,337
98,440
PNM
Resources
922,175
41,590
257,825
Gas
Utilities
1.1%
Chesapeake
Utilities
310,763
36,981
ONE
Gas
911,282
69,996
RGC
Resources
269,456
5,397
112,374
Multi-Utilities
0.6%
NorthWestern
1,176,684
66,789
66,789
Water
Utilities
0.7%
Artesian
Resources,
Class
A
433,163
20,454
California
Water
Service
Group
742,139
38,316
Middlesex
Water
170,963
13,790
72,560
Total
Utilities
509,548
Total
Common
Stocks
(Cost
$7,149,494)
9,813,420
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
CONVERTIBLE
BONDS
0.0%
Convoy,
15.00%,
9/30/26,
Acquisition
Date:
3/24/23,
Cost $597
(1)(2)(5)
597,290
597
Total
Convertible
Bonds
(Cost
$597)
597
CONVERTIBLE
PREFERRED
STOCKS
3.2%
CONSUMER
DISCRETIONARY
0.2%
Hotels,
Restaurants
&
Leisure
0.0%
Torchys
Holdings,
Acquisition
Date:
11/13/20,
Cost $2,539
(1)(2)
(5)(7)
282,711
1,532
1,532
Leisure
Products
0.1%
Rad
Power
Bikes,
Series
C,
Acquisition
Date:
1/22/21,
Cost $5,494
(1)(2)(5)
1,138,910
2,631
Rad
Power
Bikes,
Series
D,
Acquisition
Date:
9/16/21,
Cost $10,332
(1)(2)(5)
1,078,119
4,549
7,180
Specialty
Retail
0.1%
1661,
Series
F,
Acquisition
Date:
5/28/21,
Cost $12,383
(1)(2)(5)
2,127,647
3,915
Minted,
Series
E,
Acquisition
Date:
10/30/18,
Cost $5,471
(1)(2)(5)
406,249
3,465
7,380
Total
Consumer
Discretionary
16,092
CONSUMER
STAPLES
0.5%
Food
Products
0.5%
Farmers
Business
Network,
Series
D,
Acquisition
Date:
11/3/17,
Cost $15,529
(1)(2)(5)
841,026
42,076
Farmers
Business
Network,
Series
E,
Acquisition
Date:
2/11/19,
Cost $3,362
(1)(2)(5)
144,247
7,217
Farmers
Business
Network,
Series
F,
Acquisition
Date:
7/31/20,
Cost $881
(1)(2)(5)
26,661
1,334
Total
Consumer
Staples
50,627
FINANCIALS
0.4%
Banks
0.1%
CRB
Group,
Acquisition
Date:
1/28/22,
Cost $11,470
(1)(2)(5)
109,095
8,440
8,440
Financial
Services
0.1%
Stash
Financial,
Series
F,
Acquisition
Date:
4/24/20,
Cost $11,157
(1)(2)(5)
445,224
6,487
Stash
Financial,
Series
G,
Acquisition
Date:
1/26/21,
Cost $12,559
(1)(2)(5)
335,107
4,882
11,369
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Insurance
0.2%
Coalition,
Series
E,
Acquisition
Date:
9/7/21,
Cost $21,422
(1)(2)
(5)
1,296,510
21,885
21,885
Total
Financials
41,694
HEALTH
CARE
0.7%
Biotechnology
0.0%
Laronde,
Series
B,
Acquisition
Date:
7/28/21,
Cost $9,269
(1)(2)(5)
331,043
1,854
1,854
Health
Care
Providers
&
Services
0.1%
Capsule,
Series
1-D,
Acquisition
Date:
4/7/21,
Cost $3,065
(1)(2)
(5)
211,518
620
Honor
Technology,
Series
D,
Acquisition
Date:
10/16/20,
Cost $8,981
(1)(2)(5)
3,729,550
4,065
Honor
Technology,
Series
E,
Acquisition
Date:
9/29/21,
Cost $10,347
(1)(2)(5)
3,272,913
3,568
8,253
Life
Sciences
Tools
&
Services
0.6%
Cleerly,
Series
C,
Acquisition
Date:
7/8/22,
Cost $11,917
(1)(2)(5)
1,011,567
11,917
National
Resilience,
Series
B,
Acquisition
Date:
10/23/20,
Cost $6,453
(1)(2)(5)
472,388
28,688
National
Resilience,
Series
C,
Acquisition
Date:
6/9/21,
Cost $13,636
(1)(2)(5)
307,043
18,647
59,252
Total
Health
Care
69,359
INDUSTRIALS
&
BUSINESS
SERVICES
0.6%
Aerospace
&
Defense
0.2%
ABL
Space
Systems,
Series
B,
Acquisition
Date:
3/24/21,
Cost $14,587
(1)(2)(5)
323,903
10,401
Epirus,
Series
C-2,
Acquisition
Date:
1/28/22,
Cost $14,645
(1)(2)
(5)
2,622,728
13,192
23,593
Electrical
Equipment
0.3%
CELLINK,
Series
D,
Acquisition
Date:
1/20/22,
Cost $12,776
(1)
(2)(5)
613,518
8,166
Tonian
Holdings,
Series
A,
Non-Voting
Shares,
Acquisition
Date:
1/15/21
-
7/20/21,
Cost $8,392
(1)(2)(3)(5)
8,531,194
10,238
Tonian
Holdings,
Series
A,
Voting
Shares,
Acquisition
Date:
1/15/21
-
1/26/22,
Cost $15,325
(1)(2)(3)(5)
15,050,275
18,060
36,464
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Ground
Transportation
0.1%
Convoy,
Series
D,
Acquisition
Date:
10/30/19,
Cost $19,800
(1)(2)
(5)
1,462,353
7,575
7,575
Professional
Services
0.0%
Checkr,
Series
C,
Acquisition
Date:
4/10/18,
Cost $4,046
(1)(2)(5)
889,080
4,801
4,801
Total
Industrials
&
Business
Services
72,433
INFORMATION
TECHNOLOGY
0.6%
IT
Services
0.1%
Themis
Solutions,
Series
AA,
Acquisition
Date:
4/14/21,
Cost $684
(1)(2)(5)
30,470
543
Themis
Solutions,
Series
AB,
Acquisition
Date:
4/14/21,
Cost $68
(1)(2)(5)
3,030
54
Themis
Solutions,
Series
B,
Acquisition
Date:
4/14/21,
Cost $74
(1)(2)(5)
3,310
59
Themis
Solutions,
Series
E,
Acquisition
Date:
4/14/21,
Cost $8,658
(1)(2)(5)
385,620
6,872
7,528
Software
0.5%
Gusto,
Series
B,
Acquisition
Date:
8/18/20,
Cost $1,746
(1)(2)(5)
129,187
2,433
Gusto,
Series
B-2,
Acquisition
Date:
8/18/20,
Cost $3,259
(1)(2)(5)
241,168
4,541
Gusto,
Series
C,
Acquisition
Date:
7/16/18,
Cost $5,412
(2)(5)
711,894
13,405
Gusto,
Series
D,
Acquisition
Date:
7/16/19,
Cost $7,227
(1)(2)(5)
542,859
10,222
Mesosphere,
Series
D,
Acquisition
Date:
5/4/18,
Cost $13,430
(1)
(2)(5)
1,214,930
753
Nuro,
Series
C,
Acquisition
Date:
10/30/20
-
3/2/21,
Cost $11,195
(1)(2)(5)
857,551
5,317
Nuro,
Series
D,
Acquisition
Date:
10/29/21,
Cost $6,458
(1)(2)(5)
309,802
1,921
SecurityScorecard,
Series
E,
Acquisition
Date:
3/5/21,
Cost $9,505
(1)(2)(5)
1,881,753
9,597
Socure,
Series
A,
Acquisition
Date:
12/22/21,
Cost $2,929
(1)(2)
(5)
182,290
1,363
Socure,
Series
A-1,
Acquisition
Date:
12/22/21,
Cost $2,404
(1)
(2)(5)
149,613
1,119
Socure,
Series
B,
Acquisition
Date:
12/22/21,
Cost $43
(1)(2)(5)
2,706
20
Socure,
Series
E,
Acquisition
Date:
10/27/21,
Cost $5,572
(1)(2)(5)
346,775
2,594
53,285
Total
Information
Technology
60,813
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
MATERIALS
0.2%
Chemicals
0.0%
Sila
Nano,
Series
F,
Acquisition
Date:
1/7/21,
Cost $11,381
(1)(2)
(5)
275,749
5,592
5,592
Metals
&
Mining
0.2%
Kobold
Metals,
Series
B-1,
Acquisition
Date:
1/10/22,
Cost $14,318
(1)(2)(5)
522,347
22,347
22,347
Total
Materials
27,939
Total
Convertible
Preferred
Stocks
(Cost
$370,202)
338,957
CORPORATE
BONDS
0.1%
PRA
Group,
5.00%,
10/1/29
(8)
3,091,000
2,334
PRA
Group,
7.375%,
9/1/25
(8)
7,228,000
6,866
Total
Corporate
Bonds
(Cost
$9,155)
9,200
PREFERRED
STOCKS
0.0%
ENERGY
0.0%
Energy
Equipment
&
Services
0.0%
Energy
Reservoir
Holdings,
Class
A-3,
Acquisition
Date:
11/30/22,
Cost $144
(1)(2)(3)(5)
143,910
144
Energy
Reservoir
Holdings,
Class
A-3,
Acquisition
Date:
5/3/21
-
9/29/21,
Cost $1,287
(1)(2)(3)(5)(7)
1,286,870
1,364
Total
Energy
1,508
Total
Preferred
Stocks
(Cost
$1,431)
1,508
SHORT-TERM
INVESTMENTS
2.0%
Money
Market
Funds
2.0%
T.
Rowe
Price
Government
Reserve
Fund,
5.13%
(3)(9)
205,602,972
205,603
Total
Short-Term
Investments
(Cost
$205,603)
205,603
T.
ROWE
PRICE
Small-Cap
Value
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
SECURITIES
LENDING
COLLATERAL
0.4%
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
JPMORGAN
CHASE
BANK
0.0%
Money
Market
Funds
0.0%
T.
Rowe
Price
Government
Reserve
Fund,
5.13%
(3)(9)
156,420
156
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
JPMorgan
Chase
Bank
156
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
STATE
STREET
BANK
AND
TRUST
COMPANY
0.4%
Money
Market
Funds
0.4%
T.
Rowe
Price
Government
Reserve
Fund,
5.13%
(3)(9)
40,204,442
40,205
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
State
Street
Bank
and
Trust
Company
40,205
Total
Securities
Lending
Collateral
(Cost
$40,361)
40,361
Total
Investments
in
Securities
100.6%
of
Net
Assets
(Cost
$7,776,843)
$
10,409,646
‡
Shares/Par
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Non-income
producing
(2)
See
Note
2.
Level
3
in
fair
value
hierarchy.
(3)
Affiliated
Companies
(4)
See
Note
3.
All
or
a
portion
of
this
security
is
on
loan
at
June
30,
2023.
(5)
Security
cannot
be
offered
for
public
resale
without
first
being
registered
under
the
Securities
Act
of
1933
and
related
rules
("restricted
security").
Acquisition
date
represents
the
day
on
which
an
enforceable
right
to
acquire
such
security
is
obtained
and
is
presented
along
with
related
cost
in
the
security
description.
The
fund
may
have
registration
rights
for
certain
restricted
securities.
Any
costs
related
to
such
registration
are
generally
borne
by
the
issuer.
The
aggregate
value
of
restricted
securities
(excluding
144A
holdings)
at
period
end
amounts
to
$697,192
and
represents
6.7%
of
net
assets.
(6)
Security
is
subject
to
a
contractual
sale
restriction
(lockup).
The
total
value
of
such
securities
at
period-end
amounts
to
$132,444;
the
remaining
lockup
period
is
generally
less
than
one
year;
and
early
lockup
release
provisions
may
be
applicable
based
on
certain
set
milestones
or
conditions
in
accordance
with
legal
documents.
(7)
Investment
in
a
partnership
held
indirectly
through
a
limited
liability
company
that
is
owned
by
the
fund
and
treated
as
a
corporation
for
U.S.
tax
purposes.
T.
ROWE
PRICE
Small-Cap
Value
Fund
.
.
.
.
.
.
.
.
.
.
(8)
Security
was
purchased
pursuant
to
Rule
144A
under
the
Securities
Act
of
1933
and
may
be
resold
in
transactions
exempt
from
registration
only
to
qualified
institutional
buyers.
Total
value
of
such
securities
at
period-end
amounts
to
$9,200
and
represents
0.1%
of
net
assets.
(9)
Seven-day
yield
ADR
American
Depositary
Receipts
CAD
Canadian
Dollar
EC
Escrow
CUSIP;
represents
a
beneficial
interest
in
a
residual
pool
of
assets;
the
amount
and
timing
of
future
distributions,
if
any,
is
uncertain;
when
presented,
interest
rate
and
maturity
date
are
those
of
the
original
security.
GBP
British
Pound
REIT
A
domestic
Real
Estate
Investment
Trust
whose
distributions
pass-through
with
original
tax
character
to
the
shareholder
T.
ROWE
PRICE
Small-Cap
Value
Fund
AFFILIATED
COMPANIES
($000s)
The
fund
may
invest
in
certain
securities
that
are
considered
affiliated
companies.
As
defined
by
the
1940
Act,
an
affiliated
company
is
one
in
which
the
fund
owns
5%
or
more
of
the
outstanding
voting
securities,
or
a
company
that
is
under
common
ownership
or
control.
The
following
securities
were
considered
affiliated
companies
for
all
or
some
portion
of
the
six
months
ended
June
30,
2023.
Net
realized
gain
(loss),
investment
income,
change
in
net
unrealized
gain/loss,
and
purchase
and
sales
cost
reflect
all
activity
for
the
period
then
ended.
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
Boston
Omaha,
Class
A
$
3,087
$
(12,451)
$
—
Clearwater
Paper
126
(8,056)
—
Dogwood
State
Bank,
Non-Voting
Shares
—
585
—
Dogwood
State
Bank,
Voting
Shares
—
288
—
Dogwood
State
Bank,
Warrants,
5/6/24
—
102
—
Energy
Reservoir
Holdings,
Class
A-1
—
(1)
—
Energy
Reservoir
Holdings,
Class
A-3
—
—
—
Energy
Reservoir
Holdings,
Class
A-3
—
—
—
FS
Bancorp
49
(2,060)
317
James
River
Group
Holdings
6
(5,625)
553
John
Marshall
Bancorp
41
(8,595)
233
Live
Oak
Bancshares
144
(9,778)
149
Metropolitan
Bank
Holding
13
(11,762)
—
Myers
Industries
1,200
(5,589)
469
National
Bank
Holdings,
Class
A
149
(25,332)
985
Preferred
Bank
174
(12,567)
793
Ranger
Energy
Services
(1,262)
67
—
RGC
Resources
(981)
21
224
Saul
Centers,
REIT
81
(3,848)
3,904
Southern
First
Bancshares
17
(9,568)
—
Strategic
Education
(53)
(12,044)
1,426
Strattec
Security
(98)
(711)
—
Tonian
Holdings,
Series
A,
Non-Voting
Shares
—
1
—
Tonian
Holdings,
Series
A,
Voting
Shares
—
—
—
Triumph
Group
(50,120)
55,599
—
Utah
Medical
Products
(124)
(1,591)
142
T.
Rowe
Price
Government
Reserve
Fund,
5.13%
—
—
4,347++
Affiliates
not
held
at
period
end
(46,366)
93,340
—
Totals
$
(93,917)#
$
20,425
$
13,542+
T.
ROWE
PRICE
Small-Cap
Value
Fund
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Supplementary
Investment
Schedule
Affiliate
Value
12/31/22
Purchase
Cost
Sales
Cost
Value
06/30/23
AgroFresh
Solutions
$
15,110
$
—
$
30,268
$
—
American
Public
Education
13,349
—
26,556
—
Boston
Omaha,
Class
A
46,970
47
23,403
*
CIRCOR
International
39,650
56
51,973
—
Clearwater
Paper
38,800
9,214
26
39,932
Dogwood
State
Bank,
Non-
Voting
Shares
*
—
—
5,847
Dogwood
State
Bank,
Voting
Shares
*
—
—
2,872
Dogwood
State
Bank,
Warrants,
5/6/24
*
—
—
454
Energy
Reservoir
Holdings,
Class
A-1
9,394
—
—
9,393
Energy
Reservoir
Holdings,
Class
A-3
144
—
—
144
Energy
Reservoir
Holdings,
Class
A-3
1,364
—
—
1,364
FS
Bancorp
19,136
3,126
32
20,170
Horizon
Global
1,255
—
23,858
—
James
River
Group
Holdings
47,754
93
593
41,629
John
Marshall
Bancorp
28,820
1,065
51
21,239
Live
Oak
Bancshares
75,105
129
133
65,323
LL
Flooring
Holdings
12,969
—
38,766
—
Metropolitan
Bank
Holding
*
7,059
81
19,331
Myers
Industries
45,660
72
6,440
*
National
Bank
Holdings,
Class
A
80,117
2,188
137
56,836
Preferred
Bank
53,839
9,353
23
50,602
Ranger
Energy
Services
29,835
63
12,620
17,345
RGC
Resources
12,676
19
7,319
*
Saul
Centers,
REIT
54,068
97
1,454
48,863
Southern
First
Bancshares
20,845
24
47
11,254
Strategic
Education
95,042
1,338
3,755
*
Strattec
Security
7,164
14
374
6,093
Tonian
Holdings,
Series
A,
Non-
Voting
Shares
10,237
—
—
10,238
Tonian
Holdings,
Series
A,
Voting
Shares
18,060
—
—
18,060
Triumph
Group
58,424
115
85,272
*
T.
ROWE
PRICE
Small-Cap
Value
Fund
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Supplementary
Investment
Schedule
Affiliate
Value
12/31/22
Purchase
Cost
Sales
Cost
Value
06/30/23
Triumph
Group,
Warrants,
12/19/23,
12.35%
$
1,116
$
—
$
—
$
—
U.S.
Xpress
Enterprises,
Class
A
3,467
1
8,892
—
Utah
Medical
Products
24,250
318
986
21,991
T.
Rowe
Price
Government
Reserve
Fund,
5.13%
267,249
¤
¤
245,964
Total
$
714,944^
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
++
Excludes
earnings
on
securities
lending
collateral,
which
are
subject
to
rebates
and
fees
as
described
in
Note
3.
+
Investment
income
comprised
$13,542
of
dividend
income
and
$0
of
interest
income.
¤
Purchase
and
sale
information
not
shown
for
cash
management
funds.
^
The
cost
basis
of
investments
in
affiliated
companies
was
$683,256.
*
On
the
date
indicated,
issuer
was
held
but
not
considered
an
affiliated
company.
T.
ROWE
PRICE
Small-Cap
Value
Fund
June
30,
2023
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
Assets
Investments
in
securities,
at
value
(cost
$7,776,843)
$
10,409,646
Receivable
for
investment
securities
sold
21,590
Dividends
and
interest
receivable
7,206
Receivable
for
shares
sold
6,667
Cash
3,728
Due
from
affiliates
1,243
Other
assets
117
Total
assets
10,450,197
Liabilities
Payable
for
investment
securities
purchased
51,334
Obligation
to
return
securities
lending
collateral
40,361
Payable
for
shares
redeemed
9,513
Investment
management
fees
payable
5,320
Payable
to
directors
9
Other
liabilities
1,190
Total
liabilities
107,727
NET
ASSETS
$
10,342,470
T.
ROWE
PRICE
Small-Cap
Value
Fund
June
30,
2023
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
2,828,239
Paid-in
capital
applicable
to
207,819,792
shares
of
$0.01
par
value
capital
stock
outstanding;
1,000,000,000
shares
authorized
7,514,231
NET
ASSETS
$
10,342,470
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$4,502,607;
Shares
outstanding:
90,552,365)
$
49.72
Advisor
Class
(Net
assets:
$77,256;
Shares
outstanding:
1,560,238)
$
49.52
I
Class
(Net
assets:
$2,930,854;
Shares
outstanding:
59,036,234)
$
49.65
Z
Class
(Net
assets:
$2,831,753;
Shares
outstanding:
56,670,955)
$
49.97
T.
ROWE
PRICE
Small-Cap
Value
Fund
(Unaudited)
6
Months
Ended
6/30/23
Investment
Income
(Loss)
Income
Dividend
(net
of
foreign
taxes
of
$324)
$
77,501
Securities
lending
165
Interest
65
Other
47
Total
income
77,778
Expenses
Investment
management
32,790
Shareholder
servicing
Investor
Class
$
2,962
Advisor
Class
37
I
Class
228
3,227
Rule
12b-1
fees
Advisor
Class
95
Prospectus
and
shareholder
reports
Investor
Class
180
Advisor
Class
8
I
Class
74
Z
Class
1
263
Proxy
and
annual
meeting
183
Custody
and
accounting
180
Registration
72
Legal
and
audit
26
Directors
19
Waived
/
paid
by
Price
Associates
(
8,952
)
Total
expenses
27,903
Net
investment
income
49,875
T.
ROWE
PRICE
Small-Cap
Value
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/23
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
(loss)
Securities
90,181
Foreign
currency
transactions
2
Net
realized
gain
90,183
Change
in
net
unrealized
gain
/
loss
Securities
253,397
Other
assets
and
liabilities
denominated
in
foreign
currencies
2
Change
in
net
unrealized
gain
/
loss
253,399
Net
realized
and
unrealized
gain
/
loss
343,582
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
393,457
T.
ROWE
PRICE
Small-Cap
Value
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
6
Months
Ended
6/30/23
Year
Ended
12/31/22
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
49,875
$
73,447
Net
realized
gain
90,183
809,310
Change
in
net
unrealized
gain
/
loss
253,399
(
3,421,966
)
Increase
(decrease)
in
net
assets
from
operations
393,457
(
2,539,209
)
Distributions
to
shareholders
Net
earnings
Investor
Class
–
(
231,723
)
Advisor
Class
–
(
3,628
)
I
Class
–
(
154,288
)
Z
Class
–
(
162,217
)
Decrease
in
net
assets
from
distributions
–
(
551,856
)
Capital
share
transactions
*
Shares
sold
Investor
Class
303,879
855,839
Advisor
Class
4,752
15,905
I
Class
175,651
1,825,520
Z
Class
103,059
177,054
Distributions
reinvested
Investor
Class
–
224,458
Advisor
Class
–
3,559
I
Class
–
141,442
Z
Class
–
162,217
Shares
redeemed
Investor
Class
(
532,009
)
(
2,719,623
)
Advisor
Class
(
7,316
)
(
23,284
)
I
Class
(
253,249
)
(
768,152
)
Z
Class
(
141,769
)
(
768,514
)
Decrease
in
net
assets
from
capital
share
transactions
(
347,002
)
(
873,579
)
T.
ROWE
PRICE
Small-Cap
Value
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/23
Year
Ended
12/31/22
Net
Assets
Increase
(decrease)
during
period
46,455
(
3,964,644
)
Beginning
of
period
10,296,015
14,260,659
End
of
period
$
10,342,470
$
10,296,015
*Share
information
(000s)
Shares
sold
Investor
Class
6,213
15,693
Advisor
Class
96
285
I
Class
3,581
33,178
Z
Class
2,106
3,238
Distributions
reinvested
Investor
Class
–
4,501
Advisor
Class
–
72
I
Class
–
2,843
Z
Class
–
3,251
Shares
redeemed
Investor
Class
(
10,950
)
(
49,879
)
Advisor
Class
(
151
)
(
440
)
I
Class
(
5,216
)
(
14,034
)
Z
Class
(
2,875
)
(
14,440
)
Decrease
in
shares
outstanding
(
7,196
)
(
15,732
)
T.
ROWE
PRICE
Small-Cap
Value
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Small-Cap
Value
Fund,
Inc.
(the
fund) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act)
as a
diversified, open-end
management
investment
company. The
fund
seeks
long-term
capital
growth
by
investing
primarily
in
small
companies
whose
common
stocks
are
believed
to
be
undervalued.
The
fund
has
four classes
of
shares:
the
Small-Cap
Value
Fund
(Investor
Class),
the
Small-Cap
Value
Fund–Advisor
Class
(Advisor
Class),
the
Small-Cap
Value
Fund–I
Class
(I
Class)
and
the
Small-Cap
Value
Fund–Z
Class
(Z
Class).
Advisor
Class
shares
are
sold
only
through
various
brokers
and
other
financial
intermediaries.
I
Class
shares
require
a
$500,000
initial
investment
minimum,
although
the
minimum
generally
is
waived
or
reduced
for
financial
intermediaries,
eligible
retirement
plans,
and
certain
other
accounts.
The
Z
Class
is
only
available
to
funds
advised
by
T.
Rowe
Price
Associates,
Inc.
and
its
affiliates
and
other
clients
that
are
subject
to
a
contractual
fee
for
investment
management
services.
The
Advisor
Class
operates
under
a
Board-approved
Rule
12b-1
plan
pursuant
to
which
the
class
compensates
financial
intermediaries
for
distribution,
shareholder
servicing,
and/or
certain
administrative
services;
the
Investor,
I
and
Z
Classes
do
not
pay
Rule
12b-1
fees. Each
class
has
exclusive
voting
rights
on
matters
related
solely
to
that
class;
separate
voting
rights
on
matters
that
relate
to
all classes;
and,
in
all
other
respects,
the
same
rights
and
obligations
as
the
other
classes.
NOTE
1
-
SIGNIFICANT
ACCOUNTING
POLICIES
Basis
of
Preparation
The fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
in
the
Financial
Accounting
Standards
Board
(FASB)
Accounting
Standards
Codification
Topic
946
(ASC
946).
The
accompanying
financial
statements
were
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(GAAP),
including,
but
not
limited
to,
ASC
946.
GAAP
requires
the
use
of
estimates
made
by
management.
Management
believes
that
estimates
and
valuations
are
appropriate;
however,
actual
results
may
differ
from
those
estimates,
and
the
valuations
reflected
in
the
accompanying
financial
statements
may
differ
from
the
value
ultimately
realized
upon
sale
or
maturity.
Investment
Transactions,
Investment
Income,
and
Distributions
Investment
transactions
are
accounted
for
on
the
trade
date
basis.
Income
and
expenses
are
recorded
on
the
accrual
basis.
Realized
gains
and
losses
are
reported
on
the
identified
cost
basis.
Income
tax-related
interest
and
penalties,
if
incurred,
are
recorded
as
income
tax
expense.
Dividends
received
from other
investment
companies are
reflected
as
dividend
income;
capital
gain
distributions
are
reflected
as
realized
gain/loss.
T.
ROWE
PRICE
Small-Cap
Value
Fund
Dividend
income and
capital
gain
distributions
are
recorded
on
the
ex-dividend
date.
Distributions
from
REITs
are
initially
recorded
as
dividend
income
and,
to
the
extent
such
represent
a
return
of
capital
or
capital
gain
for
tax
purposes,
are
reclassified
when
such
information
becomes
available.
Non-cash
dividends,
if
any,
are
recorded
at
the
fair
market
value
of
the
asset
received.
Proceeds
from
litigation
payments,
if
any,
are
included
in
either
net
realized
gain
(loss)
or
change
in
net
unrealized
gain/loss
from
securities.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Income
distributions,
if
any,
are
declared
and
paid
by
each
class annually.
A
capital
gain
distribution,
if
any, may
also
be
declared
and
paid
by
the
fund
annually.
Currency
Translation
Assets,
including
investments,
and
liabilities
denominated
in
foreign
currencies
are
translated
into
U.S.
dollar
values
each
day
at
the
prevailing
exchange
rate,
using
the
mean
of
the
bid
and
asked
prices
of
such
currencies
against
U.S.
dollars
as
provided
by
an
outside
pricing
service.
Purchases
and
sales
of
securities,
income,
and
expenses
are
translated
into
U.S.
dollars
at
the
prevailing
exchange
rate
on
the
respective
date
of
such
transaction.
The
effect
of
changes
in
foreign
currency
exchange
rates
on
realized
and
unrealized
security
gains
and
losses
is
not
bifurcated
from
the
portion
attributable
to
changes
in
market
prices.
Class
Accounting
Shareholder
servicing,
prospectus,
and
shareholder
report
expenses
incurred
by
each
class
are
charged
directly
to
the
class
to
which
they
relate.
Expenses
common
to
all
classes,
investment
income,
and
realized
and
unrealized
gains
and
losses
are
allocated
to
the
classes
based
upon
the
relative
daily
net
assets
of
each
class.
The
Advisor
Class
pays
Rule
12b-1
fees,
in
an
amount
not
exceeding
0.25%
of
the
class’s
average
daily
net
assets.
In-Kind
Redemptions
In
accordance
with
guidelines
described
in
the
fund’s
prospectus,
and
when
considered
to
be
in
the
best
interest
of
all
shareholders,
the
fund
may
distribute
portfolio
securities
rather
than
cash
as
payment
for
a
redemption
of
fund
shares
(in-kind
redemption).
Gains
and
losses
realized
on
in-kind
redemptions
are
not
recognized
for
tax
purposes
and
are
reclassified
from
undistributed
realized
gain
(loss)
to
paid-in
capital.
During
the
six
months ended
June
30,
2023,
the
fund
realized
$18,388,000 of
net
gain
on
$36,829,000
of
in-kind
redemptions.
In-Kind
Subscriptions
Under
certain
circumstances,
and
when
considered
to
be
in
the
best
interest
of
all
shareholders,
the
fund
may
accept
portfolio
securities
rather
than
cash
as
payment
for
the
purchase
of
fund
shares
(in-kind
subscription).
For
financial
reporting
and
tax
purposes,
the
cost
basis
of
contributed
securities
is
equal
to
the
market
value
of
the
securities
on
the
date
of
contribution.
In-kind
subscriptions
result
in
no
T.
ROWE
PRICE
Small-Cap
Value
Fund
gain
or
loss
and
no
tax
consequences
for
the
fund.
During
the
six
months ended
June
30,
2023,
the
fund
accepted
$20,192,000
of
in-kind
subscriptions,
all
of
which
were
from
other
T.
Rowe
Price
funds.
Capital
Transactions
Each
investor’s
interest
in
the
net
assets
of the
fund
is
represented
by
fund
shares. The
fund’s
net
asset
value
(NAV)
per
share
is
computed
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
ET,
each
day
the
NYSE
is
open
for
business.
However,
the
NAV
per
share
may
be
calculated
at
a
time
other
than
the
normal
close
of
the
NYSE
if
trading
on
the
NYSE
is
restricted,
if
the
NYSE
closes
earlier,
or
as
may
be
permitted
by
the
SEC.
Purchases
and
redemptions
of
fund
shares
are
transacted
at
the
next-computed
NAV
per
share,
after
receipt
of
the
transaction
order
by
T.
Rowe
Price
Associates,
Inc.,
or
its
agents.
New
Accounting
Guidance
In
June
2022,
the
FASB
issued
Accounting
Standards
Update
(ASU),
ASU
2022-03,
Fair
Value
Measurement
(Topic
820)
–
Fair
Value
Measurement
of
Equity
Securities
Subject
to
Contractual
Sale
Restrictions,
which
clarifies
that
a
contractual
restriction
on
the
sale
of
an
equity
security
is
not
considered
part
of
the
unit
of
account
of
the
equity
security
and,
therefore,
is
not
considered
in
measuring
fair
value.
The
amendments
under
this
ASU
are
effective
for
fiscal
years
beginning
after
December
15,
2023;
however,
the
fund
opted
to
early
adopt,
as
permitted,
effective
December
1,
2022. Adoption
of
the
guidance
did not
have
a
material
impact
on
the fund's
financial
statements.
The
FASB
issued
Accounting
Standards
Update
(ASU),
ASU
2020–04,
Reference
Rate
Reform
(Topic
848) –
Facilitation
of
the
Effects
of
Reference
Rate
Reform
on
Financial
Reporting
in
March
2020
and
ASU
2021-01
in
January
2021
which
provided
further
amendments
and
clarifications
to
Topic
848.
These
ASUs provide
optional,
temporary
relief
with
respect
to
the
financial
reporting
of
contracts
subject
to
certain
types
of
modifications
due
to
the
planned
discontinuation
of
the
London
Interbank
Offered
Rate
(LIBOR),
and
other
interbank-offered
based
reference
rates,
through December
31,
2022.
In
December
2022,
FASB
issued
ASU
2022-06
which
defers
the
sunset
date
of
Topic
848
from
December
31,
2022
to
December
31,
2024,
after
which
entities
will
no
longer
be
permitted
to
apply
the
relief
in
Topic
848.
Management
intends
to
rely
upon
the
relief
provided
under
Topic
848,
which
is
not
expected to
have
a
material
impact
on
the fund's
financial
statements.
Indemnification
In
the
normal
course
of
business, the
fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers,
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
T.
ROWE
PRICE
Small-Cap
Value
Fund
NOTE
2
-
VALUATION
Fair
Value
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date. The fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee. The
Valuation
Designee provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1
–
quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
Level
2
–
inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
Level
3
–
unobservable
inputs
(including
the Valuation
Designee’s assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
instrument.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
judgment
used
in
determining
those
values.
T.
ROWE
PRICE
Small-Cap
Value
Fund
Valuation
Techniques
Equity
securities,
including
exchange-traded
funds, listed
or
regularly
traded
on
a
securities
exchange
or
in
the
over-the-counter
(OTC)
market
are
valued
at
the
last
quoted
sale
price
or,
for
certain
markets,
the
official
closing
price
at
the
time
the
valuations
are
made.
OTC
Bulletin
Board
securities
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices.
A
security
that
is
listed
or
traded
on
more
than
one
exchange
is
valued
at
the
quotation
on
the
exchange
determined
to
be
the
primary
market
for
such
security.
Listed
securities
not
traded
on
a
particular
day
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices
for
domestic
securities
and
the
last
quoted
sale
or
closing
price
for
international
securities.
The
last
quoted
prices
of
non-U.S.
equity
securities
may
be
adjusted
to
reflect
the
fair
value
of
such
securities
at
the
close
of
the
NYSE,
if
the Valuation
Designee
determines
that
developments
between
the
close
of
a
foreign
market
and
the
close
of
the
NYSE
will
affect
the
value
of
some
or
all
of the
fund’s
portfolio
securities.
Each
business
day,
the
Valuation
Designee uses
information
from
outside
pricing
services
to
evaluate
the
quoted
prices
of
portfolio
securities
and,
if
appropriate,
decide whether
it
is
necessary
to
adjust
quoted
prices
to
reflect
fair
value
by
reviewing
a
variety
of
factors,
including
developments
in
foreign
markets,
the
performance
of
U.S.
securities
markets,
and
the
performance
of
instruments
trading
in
U.S.
markets
that
represent
foreign
securities
and
baskets
of
foreign
securities. The Valuation
Designee
uses
outside
pricing
services
to
provide
it
with
quoted
prices
and
information
to
evaluate
or
adjust
those
prices.
The Valuation
Designee
cannot
predict
how
often
it
will
use
quoted
prices
and
how
often
it
will
determine
it
necessary
to
adjust
those
prices
to
reflect
fair
value.
Debt
securities
generally
are
traded
in
the over-the-counter
(OTC)
market
and
are
valued
at
prices
furnished
by
independent
pricing
services
or
by
broker
dealers
who
make
markets
in
such
securities.
When
valuing
securities,
the
independent
pricing
services
consider
factors
such
as,
but
not
limited
to,
the
yield
or
price
of
bonds
of
comparable
quality,
coupon,
maturity,
and
type,
as
well
as
prices
quoted
by
dealers
who
make
markets
in
such
securities.
Investments
in
mutual
funds
are
valued
at
the
mutual
fund’s
closing
NAV
per
share
on
the
day
of
valuation.
Assets
and
liabilities
other
than
financial
instruments,
including
short-term
receivables
and
payables,
are
carried
at
cost,
or
estimated
realizable
value,
if
less,
which
approximates
fair
value.
Investments
for
which
market
quotations are
not
readily
available
or
deemed
unreliable
are
valued
at
fair
value
as
determined
in
good
faith
by
the
Valuation
Designee.
The
Valuation
Designee
has
adopted
methodologies
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
or
deemed
unreliable,
including
the
use
of
other
pricing
sources.
Factors
used
in
determining
fair
value
vary
T.
ROWE
PRICE
Small-Cap
Value
Fund
by
type
of
investment
and
may
include
market
or
investment
specific
considerations.
The
Valuation
Designee typically
will
afford
greatest
weight
to
actual
prices
in
arm’s
length
transactions,
to
the
extent
they
represent
orderly
transactions
between
market
participants,
transaction
information
can
be
reliably
obtained,
and
prices
are
deemed
representative
of
fair
value.
However,
the
Valuation
Designee may
also
consider
other
valuation
methods
such
as
market-based
valuation
multiples;
a
discount
or
premium
from
market
value
of
a
similar,
freely
traded
security
of
the
same
issuer;
discounted
cash
flows;
yield
to
maturity;
or
some
combination.
Fair
value
determinations
are
reviewed
on
a
regular
basis.
Because
any
fair
value
determination
involves
a
significant
amount
of
judgment,
there
is
a
degree
of
subjectivity
inherent
in
such
pricing
decisions. Fair
value
prices
determined
by
the
Valuation
Designee could
differ
from
those
of
other
market
participants,
and
it
is
possible
that
the
fair
value
determined
for
a
security
may
be
materially
different
from
the
value
that
could
be
realized
upon
the
sale
of
that
security.
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
June
30,
2023
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments):
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Corporate
Bonds
$
—
$
9,200
$
—
$
9,200
Common
Stocks
9,358,834
230,900
223,686
9,813,420
Convertible
Bonds
—
—
597
597
Convertible
Preferred
Stocks
—
—
338,957
338,957
Preferred
Stocks
—
—
1,508
1,508
Short-Term
Investments
205,603
—
—
205,603
Securities
Lending
Collateral
40,361
—
—
40,361
Total
$
9,604,798
$
240,100
$
564,748
$
10,409,646
T.
ROWE
PRICE
Small-Cap
Value
Fund
Following
is
a
reconciliation
of
the
fund’s
Level
3
holdings
for
the
six
months ended
June
30,
2023.
Gain
(loss)
reflects
both
realized
and
change
in
unrealized
gain/loss
on
Level
3
holdings
during
the
period,
if
any,
and
is
included
on
the
accompanying
Statement
of
Operations.
The
change
in
unrealized
gain/loss
on
Level
3
instruments
held
at
June
30,
2023,
totaled $(35,930,000) for
the
six
months ended
June
30,
2023.
($000s)
Beginning
Balance
12/31/22
Gain
(Loss)
During
Period
Total
Purchases
Total
Sales
Ending
Balance
6/30/23
Investment
in
Securities
Common
Stocks
$
212,364
$
15,707
$
—
$
(4,385)
$
223,686
Convertible
Bonds
—
—
597
—
597
Convertible
Preferred
Stocks
422,052
(54,199)
3,065
(31,961)
338,957
Preferred
Stocks
1,508
—
—
—
1,508
Total
$
635,924
$
(38,492)
$
3,662
$
(36,346)
$
564,748
T.
ROWE
PRICE
Small-Cap
Value
Fund
In
accordance
with
GAAP,
the
following
table
provides
quantitative
information
about
significant
unobservable
inputs
used
to
determine
the
fair
valuations
of
the
fund’s
Level
3
assets,
by
class
of
financial
instrument.
Because
the
Valuation
Designee considers
a
wide
variety
of
factors
and
inputs,
both
observable
and
unobservable,
in
determining
fair
values,
the
unobservable
inputs
presented
do
not
reflect
all
inputs
significant
to
the
fair
value
determination.
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Common
Stocks
$223,686
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Discount
for
uncertainty
100%
100%
Decrease
Expected
present
value
Discount
rate
for
cost
of
equity
11%
11%
Decrease
Discount
for
lack
of
collectability
50%
50%
Decrease
Timing
of
events
2.08
yrs
2.08
yrs
Decrease
Market
comparable
Probability
for
potential
outcome
25%
–
40%
33%
Increase
Discount
for
liquidation
preference
—#
—#
Increase
Enterprise
value
to
sales
multiple
1.9x
–
14.3x
4.5x
Increase
Sales
growth
rate
15%
–
168%
26%
Increase
Enterprise
value
to
gross
profit
multiple
3.8x
–
18.4x
8.3x
Increase
T.
ROWE
PRICE
Small-Cap
Value
Fund
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Gross
profit
growth
rate
11%
–
50%
23%
Increase
Enterprise
value
to
EBITDA
multiple
16.5x
–
19.3x
17.6x
Increase
EBITDA
growth
rate
125%
125%
Increase
Price
to
tangible
book
value
multiple
0.8x
–
0.9x
0.9x
Increase
Tangible
book
value
growth
rate
14%
14%
Increase
Price-to-
earnings
multiple
8.4x
–
11.9x
10.3x
Increase
Price-to-
earnings
growth
rate
0%
–
85%
43%
Increase
Discount
for
lack
of
collectability
100%
100%
Decrease
Discount
for
lack
of
marketability
10%
10%
Decrease
Options
Pricing
Model
Private
company
valuation
—#
—#
—#
Risk-free
rate
4%
4%
Increase
Volatility
37%
–
39%
37%
Increase
Convertible
Bonds
$597
Recent
comparable
transaction
price(s)
-#
-#
-#
-#
T.
ROWE
PRICE
Small-Cap
Value
Fund
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Convertible
Preferred
Stocks
$338,957
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Market
Comparable
Probability
for
potential
outcome
25%
–
40%
33%
Increase
Premium
for
liquidation
preference
—#
—#
Increase
Enterprise
value
to
sales
multiple
0.8x
–
14.3x
4.7x
Increase
Sales
growth
rate
1%
–
172%
43%
Increase
Enterprise
value
to
gross
profit
multiple
1.9x
–
18.4x
9.6x
Increase
Gross
profit
growth
rate
8%
–
50%
35%
Increase
Enterprise
value
to
EBITDA
multiple
7.5x
–
19.3x
9.6x
Increase
EBITDA
growth
rate
65%
65%
Increase
Enterprise
value
to
gross
merchandise
value
multiple
0.5x
–
0.6x
0.6x
Increase
Gross
merchandise
value
growth
rate
30%
30%
Increase
T.
ROWE
PRICE
Small-Cap
Value
Fund
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Projected
enterprise
value
to
sales
multiple
0.8x
–
5.1x
3.5x
Increase
Projected
enterprise
value
to
EBITDA
multiple
15.1x
15.1x
Increase
Price-to-
earnings
multiple
8.4x
–
11.9x
10.3x
Increase
Price-to-
earnings
growth
rate
0%
–
85%
43%
Increase
Discount
rate
for
cost
of
capital
20%
–
40%
29%
Decrease
Discount
for
uncertainty
70%
70%
Decrease
Discount
for
lack
of
collectability
100%
100%
Decrease
Discount
for
lack
of
marketability
10%
10%
Decrease
Estimated
liquidation
value
Discount
for
lack
of
collectability
100%
100%
Decrease
Preferred
Stocks
$1,508
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
T.
ROWE
PRICE
Small-Cap
Value
Fund
+
Valuation
techniques
may
change
in
order
to
reflect the
Valuation
Designee’s
judgment
of
current
market
participant
assumptions.
*
Unobservable
inputs
were
weighted
by
the
relative
fair
value
of
the
instruments.
**
Represents
the
directional
change
in
the
fair
value
of
the
Level
3
investment(s)
that
would
have
resulted
from
an
increase
in
the
corresponding
input
at
period
end.
A
decrease
in
the
unobservable
input
would
have
had
the
opposite
effect.
Significant
increases
and
decreases
in
these
inputs
in
isolation
could
result
in
significantly
higher
or
lower
fair
value
measurements.
#
No
quantitative
unobservable
inputs
significant
to
the
valuation
technique
were
created
by
the
Valuation
Designee.
NOTE
3
-
OTHER
INVESTMENT
TRANSACTIONS
Consistent
with
its
investment
objective,
the
fund
engages
in
the
following
practices
to
manage
exposure
to
certain
risks
and/or
to
enhance
performance.
The
investment
objective,
policies,
program,
and
risk
factors
of
the
fund
are
described
more
fully
in
the
fund's
prospectus
and
Statement
of
Additional
Information.
Restricted
Securities
The
fund
invests
in
securities
that
are
subject
to
legal
or
contractual
restrictions
on
resale.
Prompt
sale
of
such
securities
at
an
acceptable
price
may
be
difficult
and
may
involve
substantial
delays
and
additional
costs.
Securities
Lending
The fund
may
lend
its
securities
to
approved
borrowers
to
earn
additional
income.
Its
securities
lending
activities
are
administered
by
a
lending
agent
in
accordance
with
a
securities
lending
agreement.
Security
loans
generally
do
not
have
stated
maturity
dates,
and
the
fund
may
recall
a
security
at
any
time.
The
fund
receives
collateral
in
the
form
of
cash
or
U.S.
government
securities.
Collateral
is
maintained
over
the
life
of
the
loan
in
an
amount
not
less
than
the
value
of
loaned
securities;
any
additional
collateral
required
due
to
changes
in
security
values
is
delivered
to
the
fund
the
next
business
day.
Cash
collateral
is
invested
in
accordance
with
investment
guidelines
approved
by
fund
management.
Additionally,
the
lending
agent
indemnifies
the
fund
against
losses
resulting
from
borrower
default.
Although
risk
is
mitigated
by
the
collateral
and
indemnification,
the
fund
could
experience
a
delay
in
recovering
its
securities
and
a
possible
loss
of
income
or
value
if
the
borrower
fails
to
return
the
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Discount
for
uncertainty
5%
5%
Decrease
T.
ROWE
PRICE
Small-Cap
Value
Fund
securities,
collateral
investments
decline
in
value,
and
the
lending
agent
fails
to
perform.
Securities
lending
revenue
consists
of
earnings
on
invested
collateral
and
borrowing
fees,
net
of
any
rebates
to
the
borrower,
compensation
to
the
lending
agent,
and
other
administrative
costs.
In
accordance
with
GAAP,
investments
made
with
cash
collateral
are
reflected
in
the
accompanying
financial
statements,
but
collateral
received
in
the
form
of
securities
is
not.
At
June
30,
2023,
the
value
of
loaned
securities
was
$39,296,000;
the
value
of
cash
collateral
and
related
investments
was
$40,361,000.
Other
Purchases
and
sales
of
portfolio
securities
other
than
short-term securities
aggregated $1,415,478,000 and
$1,661,850,000,
respectively,
for
the
six
months ended
June
30,
2023.
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
no
provision
for
federal
income
taxes
is
required
since
the
fund
intends
to
continue
to
qualify
as
a
regulated
investment
company
under
Subchapter
M
of
the
Internal
Revenue
Code
and
distribute
to
shareholders
all
of
its
taxable
income
and
gains.
Distributions
determined
in
accordance
with
federal
income
tax
regulations
may
differ
in
amount
or
character
from
net
investment
income
and
realized
gains
for
financial
reporting
purposes.
Financial
reporting
records
are
adjusted
for
permanent
book/
tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
amount
and
character
of
tax-basis
distributions
and
composition
of
net
assets
are
finalized
at
fiscal
year-end;
accordingly,
tax-basis
balances
have
not
been
determined
as
of
the
date
of
this
report.
At
June
30,
2023,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$7,807,785,000.
Net
unrealized
gain
aggregated
$2,601,863,000
at
period-end,
of
which $3,418,042,000
related
to
appreciated
investments
and $816,179,000
related
to
depreciated
investments.
NOTE
5
-
FOREIGN
TAXES
The
fund
is
subject
to
foreign
income
taxes
imposed
by
certain
countries
in
which
it
invests.
Additionally,
capital
gains
realized
upon
disposition
of
securities
issued
in
or
by
certain
foreign
countries
are
subject
to
capital
gains
tax
imposed
by
those
countries.
All
taxes
are
computed
in
accordance
with
the
applicable
foreign
tax
law,
and,
to
the
extent
permitted,
capital
losses
are
used
to
offset
capital
gains.
Taxes
attributable
to
income
are
accrued
by
the
fund
as
a
reduction
of
income.
Current
and
deferred
tax
expense
attributable
to
capital
gains
is
reflected
as
a
component
of
realized
or
change
T.
ROWE
PRICE
Small-Cap
Value
Fund
in
unrealized
gain/loss
on
securities
in
the
accompanying
financial
statements.
To
the
extent
that
the
fund
has
country
specific
capital
loss
carryforwards,
such
carryforwards
are
applied
against
net
unrealized
gains
when
determining
the
deferred
tax
liability.
Any
deferred
tax
liability
incurred
by
the
fund
is
included
in
either
Other
liabilities
or
Deferred
tax
liability
on
the
accompanying
Statement
of
Assets
and
Liabilities.
NOTE
6
-
RELATED
PARTY
TRANSACTIONS
The
fund
is
managed
by
T.
Rowe
Price
Associates,
Inc.
(Price
Associates),
a
wholly
owned
subsidiary
of
T.
Rowe
Price
Group,
Inc.
(Price
Group).
Price
Associates
has
entered
into
a
sub-advisory
agreement(s)
with
one
or
more
of
its
wholly
owned
subsidiaries,
to
provide
investment
advisory
services
to
the
fund.
The
investment
management
agreement
between
the
fund
and
Price
Associates
provides
for
an
annual
investment
management
fee,
which
is
computed
daily
and
paid
monthly. The
fee
consists
of
an
individual
fund
fee,
equal
to
0.35%
of
the
fund’s
average
daily
net
assets,
and
a
group
fee.
The
group
fee
rate
is
calculated
based
on
the
combined
net
assets
of
certain
mutual
funds
sponsored
by
Price
Associates
(the
group)
applied
to
a
graduated
fee
schedule,
with
rates
ranging
from
0.48%
for
the
first
$1
billion
of
assets
to
0.260%
for
assets
in
excess
of
$845
billion.
The
fund’s
group
fee
is
determined
by
applying
the
group
fee
rate
to
the
fund’s
average
daily
net
assets. At
June
30,
2023,
the
effective
annual
group
fee
rate
was
0.29%.
Effective
June
1,
2023,
the Advisor Class
is
subject
to
a
contractual
expense
limitation
through
the
expense
limitation
date
indicated
in
the
table
below.
During
the
limitation
period,
Price
Associates
is
required
to
waive
its
management
fee
or
pay
any
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
non-recurring,
extraordinary expenses;
and
acquired
fund
fees
and
expenses) that
would
otherwise
cause
the
class’s
ratio
of
annualized
total
expenses
to
average
net
assets
(net
expense
ratio)
to
exceed
its
expense
limitation.
The
class
is
required
to
repay
Price
Associates
for
expenses
previously
waived/paid
to
the
extent
the
class’s
net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the
class’s
net
expense
ratio
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
expense
limitation
in
place
at
the
time
such
amounts
were
waived;
or
(2)
the
class’s
current
expense
limitation.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
The
I
Class
is
also
subject
to
an
operating
expense
limitation
(I
Class
Limit)
pursuant
to
which
Price
Associates
is
contractually
required
to
pay
all
operating
expenses
of
the
I
Class,
excluding
management
fees;
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage; non-recurring,
extraordinary expenses; and
acquired
fund
fees
T.
ROWE
PRICE
Small-Cap
Value
Fund
and
expenses, to
the
extent
such
operating
expenses,
on
an
annualized
basis,
exceed
the
I
Class
Limit. This
agreement
will
continue
through
the
expense
limitation
date
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
The
I
Class
is
required
to
repay
Price
Associates
for
expenses
previously
paid
to
the
extent
the
class’s
net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the
class’s
operating
expenses
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
I
Class
Limit
in
place
at
the
time
such
amounts
were
paid;
or
(2)
the
current
I
Class
Limit.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
The
Z
Class
is
also
subject
to
a
contractual
expense
limitation
agreement
whereby
Price
Associates
has
agreed
to
waive
and/or
bear
all
of
the
Z
Class’
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
non-recurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses)
in
their
entirety.
This
fee
waiver
and/or
expense
reimbursement
arrangement
is
expected
to
remain
in
place
indefinitely,
and
the
agreement
may
only
be
amended
or
terminated
with
approval
by
the
fund’s
Board.
Expenses
of
the
fund
waived/paid
by
the
manager
are
not
subject
to
later
repayment
by
the
fund.
Pursuant
to
these
agreements,
expenses
were
waived/paid
by
and/or
repaid
to
Price
Associates
during
the
six
months ended June
30,
2023
as
indicated
in
the
table
below.
At
June
30,
2023,
there
were
no
amounts
subject
to
repayment
by
the
fund.
Any
repayment
of
expenses
previously
waived/paid
by
Price
Associates
during
the
period
would
be
included
in
the
net
investment
income
and
expense
ratios
presented
on
the
accompanying
Financial
Highlights.
In
addition,
the
fund
has
entered
into
service
agreements
with
Price
Associates
and
two
wholly
owned
subsidiaries
of
Price
Associates,
each
an
affiliate
of
the
fund
(collectively,
Price).
Price
Associates
provides
certain
accounting
and
administrative
services
to
the
fund.
T.
Rowe
Price
Services,
Inc.
provides
shareholder
and
administrative
services
in
its
capacity
as
the
fund’s
transfer
and
dividend-disbursing
agent.
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
provides
subaccounting
and
recordkeeping
services
for
certain
retirement
accounts
invested
in
the
Investor
Class
and
Advisor
Class.
For
the
six
months
ended
June
30,
2023,
expenses
incurred
pursuant
to
these
service
agreements
Advisor
Class
I
Class
Z
Class
Expense
limitation/I
Class
Limit
1.24%
0.05%
0.00%
Expense
limitation
date
04/30/24
04/30/24
N/A
(Waived)/repaid
during
the
period
($000s)
$—
$—
$(8,952)
T.
ROWE
PRICE
Small-Cap
Value
Fund
were
$60,000
for
Price
Associates;
$952,000
for
T.
Rowe
Price
Services,
Inc.;
and
$275,000
for
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
All
amounts
due
to
and
due
from
Price,
exclusive
of
investment
management
fees
payable,
are
presented
net
on
the
accompanying
Statement
of
Assets
and
Liabilities.
Mutual
funds,
trusts,
and
other
accounts
managed
by
Price
Associates
or
its
affiliates
(collectively,
Price
Funds
and
accounts)
may
invest
in
the
fund.
No
Price
fund
or
account
may
invest
for
the
purpose
of
exercising
management
or
control
over
the
fund.
At
June
30,
2023,
approximately
100%
of
the
Z
Class's
outstanding
shares
were
held
by
Price
Funds
and
accounts.
The fund
may
invest
its
cash
reserves
in
certain
open-end
management
investment
companies
managed
by
Price
Associates
and
considered
affiliates
of
the
fund:
the
T.
Rowe
Price
Government
Reserve
Fund
or
the
T.
Rowe
Price
Treasury
Reserve
Fund,
organized
as
money
market
funds
(together,
the
Price
Reserve
Funds).
The
Price
Reserve
Funds
are
offered
as
short-term
investment
options
to
mutual
funds,
trusts,
and
other
accounts
managed
by
Price
Associates
or
its
affiliates
and
are
not
available
for
direct
purchase
by
members
of
the
public.
Cash
collateral
from
securities
lending,
if
any,
is
invested
in
the
T.
Rowe
Price
Government
Reserve Fund. The
Price
Reserve
Funds
pay
no
investment
management
fees.
The
fund may
participate
in
securities
purchase
and
sale
transactions
with
other
funds
or
accounts
advised
by
Price
Associates
(cross
trades),
in
accordance
with
procedures
adopted
by the
fund’s
Board
and
Securities
and
Exchange
Commission
rules,
which
require,
among
other
things,
that
such
purchase
and
sale
cross
trades
be
effected
at
the
independent
current
market
price
of
the
security.
During
the
six
months
ended
June
30,
2023,
the
fund
had
no
purchases
or
sales
cross
trades
with
other
funds
or
accounts
advised
by
Price
Associates.
Price
Associates
has
voluntarily
agreed
to
reimburse
the
fund
from
its
own
resources
on
a
monthly
basis
for
the
cost
of
investment
research
embedded
in
the
cost
of
the
fund’s
securities
trades
and
for
the
cost
of
brokerage
commissions
embedded
in
the
cost
of
the
fund’s
foreign
currency
transactions.
These
agreements
may
be
rescinded
at
any
time.
For
the
six
months ended
June
30,
2023,
these
reimbursements
amounted
to
$510,000,
which
is
included
in
Net
realized
gain
(loss)
on
Securities
in
the
Statement
of
Operations.
T.
ROWE
PRICE
Small-Cap
Value
Fund
NOTE
7
-
OTHER
MATTERS
Unpredictable
events
such
as
environmental
or
natural
disasters,
war,
terrorism,
pandemics,
outbreaks
of
infectious
diseases,
and
similar
public
health
threats
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
the fund
invests.
Certain
events
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
political,
social,
and
economic
risks.
Since
2020,
a
novel
strain
of
coronavirus
(COVID-19)
has
resulted
in
disruptions
to
global
business
activity
and
caused
significant
volatility
and
declines
in
global
financial
markets.
In
February
2022,
Russian
forces
entered
Ukraine
and
commenced
an
armed
conflict
leading
to
economic
sanctions
being
imposed
on
Russia
and
certain
of
its
citizens,
creating
impacts
on
Russian-related
stocks
and
debt
and
greater
volatility
in
global
markets.
In
March
2023,
the
collapse
of
some
US
regional
and
global
banks
as
well
as
overall
concerns
around
the
soundness
and
stability
of
the
global
banking
sector
has
sparked
concerns
of
a
broader
financial
crisis
impacting
the
overall
global
banking
sector.
In
certain
cases,
government
agencies
have
assumed
control
or
otherwise
intervened
in
the
operations
of
certain
banks
due
to
liquidity
and
solvency
concerns.
The
extent
of
impact
of
these
events
on
the
US
and
global
markets
is
highly
uncertain.
These
are
recent
examples
of
global
events
which
may
have
a
negative
impact
on
the
values
of
certain
portfolio
holdings
or
the
fund’s
overall
performance.
Management
is
actively
monitoring
the
risks
and
financial
impacts
arising
from
these
events.
T.
ROWE
PRICE
Small-Cap
Value
Fund
INFORMATION
ON
PROXY
VOTING
POLICIES,
PROCEDURES,
AND
RECORDS
A
description
of
the
policies
and
procedures
used
by
T.
Rowe
Price
funds
to
determine
how
to
vote
proxies
relating
to
portfolio
securities
is
available
in
each
fund’s
Statement
of
Additional
Information.
You
may
request
this
document
by
calling
1-800-225-5132
or
by
accessing
the
SEC’s
website,
sec.gov.
The
description
of
our
proxy
voting
policies
and
procedures
is
also
available
on
our
corporate
website.
To
access
it,
please
visit
the
following
Web
page:
https://www.troweprice.com/corporate/us/en/utility/policies.html
Scroll
down
to
the
section
near
the
bottom
of
the
page
that
says,
“Proxy
Voting
Guidelines.”
Click
on
the
links
in
the
shaded
box.
Each
fund’s
most
recent
annual
proxy
voting
record
is
available
on
our
website
and
through
the
SEC’s
website.
To
access
it
through
T.
Rowe
Price,
visit
the
website
location
shown
above,
and
scroll
down
to
the
section
near
the
bottom
of
the
page
that
says,
“Proxy
Voting
Records.”
Click
on
the
Proxy
Voting
Records
link
in
the
shaded
box.
RESULTS
OF
PROXY
VOTING
A
Special
Meeting
of
Shareholders
was
held
on
July
24,
2023
for
shareholders
of
record
on
April
7,
2023,
to
elect
the
following
director-nominees
to
serve
on
the
Board
of
all
Price
Funds.
The
newly
elected
Directors
took
office
effective
July
24,
2023.
The
results
of
the
voting
were
as
follows:
Teresa
Bryce
Bazemore,
Bruce
W.
Duncan,
Robert
J.
Gerrard,
Jr.,
Paul
F.
McBride
and
David
Oestreicher
continue
to
serve
as
Directors
on
the
Board
of
all
Price
Funds.
HOW
TO
OBTAIN
QUARTERLY
PORTFOLIO
HOLDINGS
The
fund
files
a
complete
schedule
of
portfolio
holdings
with
the
Securities
and
Exchange
Commission
(SEC)
for
the
first
and
third
quarters
of
each
fiscal
year
as
an
exhibit
to
its
reports
on
Form
N-PORT.
The
fund’s
reports
on
Form
N-PORT
are
available
electronically
on
the
SEC’s
website
(sec.gov).
In
addition,
most
T.
Rowe
Price
funds
disclose
their
first
and
third
fiscal
quarter-end
holdings
on
troweprice.com
.
Votes
For
Votes
Withheld
Melody
Bianchetto
142,410,648
1,093,556
Mark
J.
Parrell
142,275,654
1,210,677
Kellye
L.
Walker
141,935,836
1,585,428
Eric
L.
Veiel
142,433,470
1,081,935
T.
ROWE
PRICE
Small-Cap
Value
Fund
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
Each
year,
the
fund’s
Board
of
Directors
(Board)
considers
the
continuation
of
the
investment
management
agreement
(Advisory
Contract)
between
the
fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser),
as
well
as
the
investment
subadvisory
agreement
(Subadvisory
Contract)
that
the
Adviser
has
entered
into
with
T.
Rowe
Price
Investment
Management,
Inc.
(Subadviser),
on
behalf
of
the
fund.
In
that
regard,
at
a
meeting
held
on
March
6–7,
2023
(Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors,
approved
the
continuation
of
the
fund’s
Advisory
Contract
and
Subadvisory
Contract.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
Subadviser
and
the
approval
of
the
Advisory
Contract
and
Subadvisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
and
Subadvisory
Contract
by
independent
legal
counsel
from
whom
they
received
separate
legal
advice
and
with
whom
they
met
separately.
In
providing
information
to
the
Board,
the
Adviser
was
guided
by
a
detailed
set
of
requests
for
information
submitted
by
independent
legal
counsel
on
behalf
of
the
independent
directors.
In
considering
and
approving
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract,
the
Board
considered
the
information
it
believed
was
relevant,
including,
but
not
limited
to,
the
information
discussed
below.
The
Board
considered
not
only
the
specific
information
presented
in
connection
with
the
Meeting
but
also
the
knowledge
gained
over
time
through
interaction
with
the
Adviser
and
Subadviser
about
various
topics.
The
Board
also
considered
that
the
Subadviser
has
its
own
investment
platform
and
investment
management
leadership,
and
the
Adviser
and
Subadviser
have
implemented
information
barriers
restricting
the
sharing
of
investment
information
and
voting
activity.
The
Board
meets
regularly
and,
at
each
of
its
meetings,
covers
an
extensive
agenda
of
topics
and
materials
and
considers
factors
that
are
relevant
to
its
annual
consideration
of
the
renewal
of
the
T.
Rowe
Price
funds’
advisory
contracts,
including
performance
and
the
services
and
support
provided
to
the
funds
and
their
shareholders.
Services
Provided
by
the
Adviser
and
Subadviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser
and
Subadviser.
These
services
included,
but
were
not
limited
to,
directing
the
fund’s
investments
in
accordance
with
its
investment
program
and
the
overall
management
of
the
fund’s
portfolio,
as
well
as
a
variety
of
related
activities
such
as
financial,
investment
operations,
and
administrative
services;
compliance;
maintaining
the
fund’s
records
and
registrations;
and
shareholder
communications.
However,
the
Board
noted
that
there
are
information
barriers
between
investment
personnel
of
the
Adviser
and
Subadviser
that
restrict
the
sharing
of
certain
information,
such
as
investment
research,
trading,
and
proxy
voting.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
and
Subadviser’s
senior
management
teams
and
investment
T.
ROWE
PRICE
Small-Cap
Value
Fund
personnel
involved
in
the
management
of
the
fund,
as
well
as
the
Adviser’s
compliance
record.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
nature,
quality,
and
extent
of
the
services
provided
by
the
Adviser
and
Subadviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract.
Investment
Performance
of
the
Fund
The
Board
took
into
account
discussions
with
the
Adviser
and
detailed
reports
that
it
regularly
receives
throughout
the
year
on
relative
and
absolute
performance
for
the
T.
Rowe
Price
funds.
In
connection
with
the
Meeting,
the
Board
reviewed
information
provided
by
the
Adviser
that
compared
the
fund’s
total
returns,
as
well
as
a
wide
variety
of
other
previously
agreed-upon
performance
measures
and
market
data,
against
relevant
benchmark
indexes
and
peer
groups
of
funds
with
similar
investment
programs
for
various
periods
through
December
31,
2022. Additionally,
the
Board
reviewed
the
fund’s
relative
performance
information
as
of
September
30,
2022,
which
ranked
the
returns
of
the
fund’s
Investor
Class
for
various
periods
against
a
universe
of
funds
with
similar
investment
programs
selected
by
Broadridge,
an
independent
provider
of
mutual
fund
data.
In
the
course
of
its
deliberations,
the
Board
considered
performance
information
provided
throughout
the
year
and
in
connection
with
the
Advisory
Contract
review
at
the
Meeting,
as
well
as
information
provided
during
investment
review
meetings
conducted
with
portfolio
managers
and
senior
investment
personnel
during
the
course
of
the
year
regarding
the
fund’s
performance.
The
Board
also
considered
relevant
factors,
such
as
overall
market
conditions
and
trends
that
could
adversely
impact
the
fund’s
performance,
length
of
the
fund’s
performance
track
record,
and
how
closely
the
fund’s
strategies
align
with
its
benchmarks
and
peer
groups.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
fund’s
performance,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract.
Costs,
Benefits,
Profits,
and
Economies
of
Scale
The
Board
reviewed
detailed
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contract
and
other
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates)
may
have
realized
from
its
relationship
with
the
fund.
In
considering
soft-
dollar
arrangements
pursuant
to
which
research
may
be
received
from
broker-dealers
that
execute
the
fund’s
portfolio
transactions,
the
Board
noted
that
the
Adviser
bears
the
cost
of
research
services
for
all
client
accounts
that
it
advises,
including
the
T.
Rowe
Price
funds.
The
Board
received
information
on
the
estimated
costs
incurred
and
profits
realized
by
the
Adviser
from
managing
the
T.
Rowe
Price
funds.
The
Board
also
reviewed
estimates
of
the
profits
realized
from
managing
the
fund
in
particular,
and
the
Board
concluded
that
the
Adviser’s
profits
were
reasonable
in
light
of
the
services
provided
to
the
fund.
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Small-Cap
Value
Fund
The
Board
also
considered
whether
the
fund
benefits
under
the
fee
levels
set
forth
in
the
Advisory
Contract
or
otherwise
from
any
economies
of
scale
realized
by
the
Adviser.
Under
the
Advisory
Contract,
the
fund
pays
a
fee
to
the
Adviser
for
investment
management
services
composed
of
two
components—a
group
fee
rate
based
on
the
combined
average
net
assets
of
most
of
the
T.
Rowe
Price
funds
(including
the
fund)
that
declines
at
certain
asset
levels
and
an
individual
fund
fee
rate
based
on
the
fund’s
average
daily
net
assets—and
the
fund
pays
its
own
expenses
of
operations.
Under
the
Subadvisory
Contract,
the
Adviser
may
pay
the
Subadviser
up
to
60%
of
the
advisory
fees
that
the
Adviser
receives
from
the
fund.
The
group
fee
rate
decreases
as
total
T.
Rowe
Price
fund
assets
grow,
which
reduces
the
management
fee
rate
for
any
fund
that
has
a
group
fee
component
to
its
management
fee,
and
reflects
that
certain
resources
utilized
to
operate
the
fund
are
shared
with
other
T.
Rowe
Price
funds
thus
allowing
shareholders
of
those
funds
to
share
potential
economies
of
scale.
The
fund’s
shareholders
also
benefit
from
potential
economies
of
scale
through
a
decline
in
certain
operating
expenses
as
the
fund
grows
in
size.
The
fund
also
offers
a
Z
Class,
which
serves
as
an
underlying
investment
within
certain
T.
Rowe
Price
fund
of
funds
arrangements.
The
Adviser
waives
its
advisory
fee
on
the
Z
Class
and
waives
or
bears
the
Z
Class’s
other
operating
expenses,
with
certain
exceptions.
The
Board
considered
whether
the
advisory
fee
and
operating
expense
waivers
on
the
Z
Class
may
present
a
means
for
cross-subsidization
of
the
Z
Class
by
other
share
classes
of
the
fund.
In
that
regard,
the
Board
noted
that
the
Z
Class
operating
expenses
are
largely
covered
by
the
all-inclusive
fees
charged
by
the
investing
T.
Rowe
Price
fund
of
funds
and
that
any
Z
Class
operating
expenses
not
covered
by
the
investing
T.
Rowe
Price
fund
of
funds’
fees
are
paid
by
the
Adviser
and
not
by
shareholders
of
any
other
share
class
of
the
fund.
In
addition,
the
Board
noted
that
the
fund
potentially
shares
in
indirect
economies
of
scale
through
the
Adviser’s
ongoing
investments
in
its
business
in
support
of
the
T.
Rowe
Price
funds,
including
investments
in
trading
systems,
technology,
and
regulatory
support
enhancements,
and
the
ability
to
possibly
negotiate
lower
fee
arrangements
with
third-
party
service
providers.
The
Board
concluded
that
the
advisory
fee
structure
for
the
fund
provides
for
a
reasonable
sharing
of
benefits
from
any
economies
of
scale
with
the
fund’s
investors.
Fees
and
Expenses
The
Board
was
provided
with
information
regarding
industry
trends
in
management
fees
and
expenses.
Among
other
things,
the
Board
reviewed
data
for
peer
groups
that
were
compiled
by
Broadridge,
which
compared:
(i)
contractual
management
fees,
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Investor
Class
Expense
Group);
(ii)
actual
management
fees
and
total
expenses
of
the
Advisor
Class
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Advisor
Class
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Small-Cap
Value
Fund
Expense
Group);
and
(iii)
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
the
fund
with
a
broader
set
of
funds
within
the
Lipper
investment
classification
(Expense
Universe).
The
Board
considered
the
fund’s
contractual
management
fee
rate,
actual
management
fee
rate
(which
reflects
the
management
fees
actually
received
from
the
fund
by
the
Adviser
after
any
applicable
waivers,
reductions,
or
reimbursements),
operating
expenses,
and
total
expenses
(which
reflect
the
net
total
expense
ratio
of
the
fund
after
any
waivers,
reductions,
or reimbursements)
in
comparison
with
the
information
for
the
Broadridge
peer
groups.
Broadridge
generally
constructed
the
peer
groups
by
seeking
the
most
comparable
funds
based
on
similar
investment
classifications
and
objectives,
expense
structure,
asset
size,
and
operating
components
and
attributes
and
ranked
funds
into
quintiles,
with
the
first
quintile
representing
the
funds
with
the
lowest
relative
expenses
and
the
fifth
quintile
representing
the
funds
with
the
highest
relative
expenses.
Broadridge
constructed
peer
groups
consisting
of
small-cap
core
funds,
and
the
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
first
quintile
(Investor
Class
Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
first
quintile
(Investor
Class
Expense
Group
and
Expense
Universe)
and
second
quintile
(Advisor
Class
Expense
Group),
and
the
fund’s
total
expenses
ranked
in
the
first
quintile
(Investor
Class
Expense
Group,
Advisor
Class
Expense
Group,
and
Expense
Universe).
At
the
request
of
the
Adviser,
Broadridge
also
constructed
peer
groups
consisting
of
small-cap
value
funds,
and
the
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
first
quintile
(Investor
Class
Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
first
quintile
(Investor
Class
Expense
Group,
Advisor
Class
Expense
Group,
and
Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
first
quintile
(Investor
Class
Expense
Group,
Advisor
Class
Expense
Group,
and
Expense
Universe).
The
Board
also
reviewed
the
fee
schedules
for
other
investment
portfolios
with
similar
mandates
that
are
advised
or
subadvised
by
the
Adviser
and
its
affiliates,
including
separately
managed
accounts
for
institutional
and
individual
investors;
subadvised
funds;
and
other
sponsored
investment
portfolios,
including
collective
investment
trusts
and
pooled
vehicles
organized
and
offered
to
investors
outside
the
United
States.
Management
provided
the
Board
with
information
about
the
Adviser’s
responsibilities
and
services
provided
to
subadvisory
and
other
institutional
account
clients,
including
information
about
how
the
requirements
and
economics
of
the
institutional
business
are
fundamentally
different
from
those
of
the
proprietary
mutual
fund
business.
The
Board
considered
information
showing
that
the
Adviser’s
mutual
fund
business
is
generally
more
complex
from
a
business
and
compliance
perspective
than
its
institutional
account
business
and
considered
various
relevant
factors,
such
as
the
broader
scope
of
operations
and
oversight,
more
extensive
shareholder
communication
infrastructure,
greater
asset
flows,
heightened
business
risks,
and
differences
in
applicable
laws
and
regulations
associated
with
the
Adviser’s
proprietary
mutual
fund
business.
In
assessing
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Small-Cap
Value
Fund
the
reasonableness
of
the
fund’s
management
fee
rate,
the
Board
considered
the
differences
in
the
nature
of
the
services
required
for
the
Adviser
to
manage
its
mutual
fund
business
versus
managing
a
discrete
pool
of
assets
as
a
subadviser
to
another
institution’s
mutual
fund
or
for
an
institutional
account
and
that
the
Adviser
generally
performs
significant
additional
services
and
assumes
greater
risk
in
managing
the
fund
and
other
T.
Rowe
Price
funds
than
it
does
for
institutional
account
clients,
including
subadvised
funds.
On
the
basis
of
the
information
provided
and
the
factors
considered,
the
Board
concluded
that
the
fees
paid
by
the
fund
under
the
Advisory
Contract
are
reasonable.
Approval
of
the
Advisory
Contract
and
Subadvisory
Contract
As
noted,
the
Board
approved
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract.
No
single
factor
was
considered
in
isolation
or
to
be
determinative
to
the
decision.
Rather,
the
Board
concluded,
in
light
of
a
weighting
and
balancing
of
all
factors
considered,
that
it
was
in
the
best
interests
of
the
fund
and
its
shareholders
for
the
Board
to
approve
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
100
East
Pratt
Street
Baltimore,
MD
21202
T.
Rowe
Price
Investment
Services,
Inc.
Call
1-800-225-5132
to
request
a
prospectus
or
summary
prospectus;
each
includes
investment
objectives,
risks,
fees,
expenses,
and
other
information
that
you
should
read
and
consider
carefully
before
investing.
F46-051
8/23
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments
were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.
Item 3. Audit Committee
Financial Expert.
Disclosure required in registrant’s annual Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Disclosure required in registrant’s annual Form N-CSR.
Item 5. Audit Committee of Listed Registrants.
Not
applicable.
Item 6. Investments.
(a) Not
applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment
Companies.
Not applicable.
Item 8. Portfolio
Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of
Matters to a Vote of Security Holders.
There has been no change to the procedures by which shareholders may recommend nominees to the
registrant’s board of directors.
Item 11. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s
disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the
registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b)
The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12.
Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
T. Rowe Price Small-Cap
Value Fund, Inc.
|
|
|
|
|
| By |
|
/s/ David Oestreicher |
|
|
|
|
David Oestreicher |
|
|
|
|
Principal Executive Officer |
|
|
|
|
|
| Date |
|
August 18, 2023 |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
| By |
|
/s/ David Oestreicher |
|
|
|
|
David Oestreicher |
|
|
|
|
Principal Executive Officer |
|
|
|
|
|
| Date |
|
August 18, 2023 |
|
|
|
|
|
| By |
|
/s/ Alan S. Dupski |
|
|
|
|
Alan S. Dupski |
|
|
|
|
Principal Financial Officer |
|
|
|
|
|
| Date |
|
August 18, 2023 |
|
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