Item 1. Report to Shareholders T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Shareholder Report and Financials T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Shareholder Report and Financials Performance Comparison - -------------------------------------------------------------------------------- This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes. Prime Reserve Fund - -------------------------------------------------------------------------------- As of 5/31/03 Lipper Money Market Prime Funds Average Reserve Fund 05/31/93 10000 10000 05/31/94 10272 10273 05/31/95 10761 10771 05/31/96 11316 11336 05/31/97 11868 11893 05/31/98 12473 12507 05/31/99 13062 13109 05/31/00 13726 13793 05/31/01 14499 14596 05/31/02 14812 14956 05/31/03 14954 15107 Average Annual Compound Total Return - -------------------------------------------------------------------------------- Periods Ended 5/31/03 1 Year 3 Years 5 Years 10 Years Prime Reserve Fund 1.01% 3.08% 3.85% 4.21% Lipper Money Market Funds Average 0.77 2.70 3.54 4.10 Returns do not reflect taxes that the shareholder may pay on fund distributions. Past performance cannot guarantee future results. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Shareholder Report and Financials Dear Shareholder Reflecting low money market rates, your fund had a positive return of 1.01% during the 12 months ended May 31, 2003. It outperformed the Lipper average of similarly managed funds during the period due primarily to an emphasis on higher-yielding money market securities as interest rates declined. Interest Rate Levels - -------------------- 6-Month 3-Month Treasury Treasury Federal Funds Bill Bill Target Rate 5/31/2002 1.88 1.72 1.75 6/30/2002 1.74 1.68 1.75 7/31/2002 1.68 1.69 1.75 8/31/2002 1.66 1.67 1.75 9/30/2002 1.5 1.55 1.75 10/31/2002 1.41 1.45 1.75 11/30/2002 1.28 1.21 1.25 12/31/2002 1.2 1.19 1.25 1/31/2003 1.18 1.17 1.25 2/28/2003 1.18 1.19 1.25 3/31/2003 1.11 1.11 1.25 4/30/2003 1.14 1.11 1.25 5/31/2003 1.08 1.1 1.25 As you know, the fund seeks preservation of capital, liquidity, and, consistent with these, the highest possible current income by investing in a diversified portfolio of high-quality, U.S. dollar-denominated money market securities. The fund's average weighted maturity will not exceed 90 days, and we will not purchase any security with a maturity longer than 13 months. As shown in the Portfolio Characteristics table, the fund's weighted average maturity slipped from 63 days to 53 days during its fiscal year. Its simple seven-day dividend yield also declined from 1.45% to 0.62%, reflecting the decline in interest rates during that period. The fund's price per share remained steady at $1.00, and its weighted average quality remained very high because we continued to focus primarily on money market instruments with the highest credit quality. Portfolio Characteristics Periods Ended 5/31/02 5/31/03 Price Per Share $ 1.00 $ 1.00 Dividend Yield (7-Day Simple)* 1.45% 0.62% Weighted Average Maturity (days) 63 53 Weighted Average Quality ** AAA- AAA- * Dividends earned for the last seven days of the period indicated are annualized and divided by the fund's net asset value. ** All securities purchased in the money fund are rated in the two highest categories (tiers) as established by the national rating agencies or, if unrated, are deemed of comparable quality by T. Rowe Price. Note: A money fund's yield more closely reflects its current earnings than the total return. We thank you for your continued support. Respectfully submitted, James S. Riepe Chairman June 13, 2003 T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Shareholder Report and Financials Financial Highlights For a share outstanding throughout each period - -------------------------------------------------------------------------------- Year Ended 5/31/03 5/31/02 5/31/01 5/31/00 5/31/99 NET ASSET VALUE Beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 Investment activities Net investment income (loss) 0.010 0.024 0.057 0.051 0.047 Distributions Net investment income (0.010) (0.024) (0.057) (0.051) (0.047) NET ASSET VALUE End of period 1.000 1.000 1.000 1.000 1.000 ----- ----- ----- ----- ----- Ratios/Supplemental Data Total return^ 1.01% 2.47% 5.82% 5.22% 4.82% Ratio of total expenses to average net assets 0.64% 0.63% 0.59% 0.62% 0.66% Ratio of net investment income (loss) to average net assets 1.01% 2.44% 5.66% 5.11% 4.70% Net assets, end of period (in millions) $ 5,652 $ 5,531 $ 5,758 $ 5,618 $ 5,169 ^ 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. The accompanying notes are an integral part of these financial statements. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Shareholder Report and Financials May 31, 2003 Statement of Net Assets Par Value - -------------------------------------------------------------------------------- In thousands BANK NOTES 1.6% American Express Centurion Bank 1.31%, 6/11/03 $ 9,750 $ 9,750 1.31%, 6/9/03 3,000 3,000 US Bank National Assn., 1.31%, 7/8/03 75,000 75,000 Total Bank Notes (Cost $87,750) 87,750 CERTIFICATES OF DEPOSIT 48.1% Abbey National Treasury Services, 1.32%, 9/23/03 49,500 49,500 American Express Centurion Bank, 1.25%, 6/16/03 50,000 50,000 Australia & New Zealand Banking, 1.25%, 7/18/03 50,000 50,000 Bank of Montreal, London, 1.25%, 6/30/03 100,000 100,000 Bank of Nova Scotia, London, 1.26%, 6/19/03 75,000 75,000 Bank of Scotland, 1.26%, 7/2/03 46,500 46,500 Barclays Bank 1.18%, 1/5/04 35,000 35,000 1.24%, 8/4/03 50,000 50,004 London, 1.26%, 6/16/03 25,000 25,000 Bayerische Landesbank Girozentrale 1.29%, 7/15/03 25,000 25,000 1.30%, 7/16/03 24,500 24,500 2.10%, 3/12/04 60,000 60,421 London, 1.35%, 6/17/03 34,000 34,000 BNP Paribas London 1.18%, 6/18/03 50,000 50,000 1.26%, 7/30/03 50,000 50,000 Canadian Imperial Bank of Commerce 1.22%, 4/2/04 10,000 10,000 1.31%, 7/7/03 24,750 24,750 Comerica Bank, 1.27%, 8/19/03 49,650 49,651 Credit Agricole Indosuez 1.25%, 6/23/03 25,000 25,000 London, 1.335%, 6/18/03 50,000 50,000 Credit Suisse First Boston, 1.255%, 6/25/03 50,000 50,000 Danske Bank, 1.26%, 6/30/03 25,000 25,000 Deutsche Bank, 1.305%, 7/2/03 $ 100,000 $ 100,000 Dexia Bank Belgium, 1.255%, 6/30/03 100,000 100,000 First Tennessee Bank, 1.25%, 7/22/03 49,750 49,750 Fortis Bank, 1.25%, 6/2/03 50,000 50,000 HBOS Treasury Services, London, 1.25%, 6/27/03 100,000 100,000 KBC Bank, 1.25%, 6/9/03 49,500 49,500 Landesbank Baden- Wuerttemburg, 1.255%, 6/23/03 99,000 99,000 Landesbank Hessen- Thuringen, London, 1.26%, 7/30/03 80,000 80,000 Lloyds Bank, London, 1.25%, 6/20/03 50,000 50,000 Marshall & Ilsley Bank, 1.18%, 6/19/03 49,300 49,300 Mercantile Safe Deposit & Trust 1.25%, 4/14/04 10,000 10,000 1.30%, 3/29/04 9,750 9,750 National Australia Bank, London, 1.33%, 9/24/03 50,000 50,002 Nordea Bank Finland 1.305%, 4/13/04 49,800 49,800 1.23%, 8/26/03 11,700 11,697 1.27%, 6/30/03 6,500 6,499 Nordeutsche Landesbank London 1.26%, 6/18 - 7/31/03 125,000 125,000 1.27%, 7/2/03 30,000 30,000 Northern Rock London 1.25%, 7/1/03 50,000 50,000 Rabobank Nederland London 1.25%, 6/12/03 110,000 110,000 Royal Bank of Canada, 1.34%, 7/17/03 50,000 50,000 Royal Bank of Scotland, London, 1.25%, 6/25/03 50,000 50,000 San Paolo IMI 1.25%, 6/2 - 6/3/03 95,000 95,000 1.32%, 7/1/03 26,000 26,000 Skandinaviska Enskilda Banken, 1.25%, 7/31/03 50,000 50,000 Societe Generale London 1.32%, 7/7/03 55,000 55,000 1.335%, 3/31/04 20,000 20,006 Toronto-Dominion Bank, 1.25%, 7/25/03 $ 50,000 $ 50,000 Wells Fargo Bank, 1.25%, 6/24/03 49,700 49,700 Westdeutsche Landesbank 1.21%, 8/12/03 14,750 14,750 1.25%, 4/7/04 49,850 49,850 London, 1.30%, 7/21/03 25,000 25,000 Wilmington Trust, 1.22%, 8/27/03 44,500 44,500 Total Certificates of Deposit (Cost $2,719,430) 2,719,430 COMMERCIAL PAPER 40.5% Alpine Securitization 4(2) 1.25%, 6/17/03 50,000 49,972 1.26%, 6/17/03 25,000 24,986 Asset Portfolio Funding, 4(2), 1.22%, 7/3/03 6,700 6,693 Asset Securitization Cooperative, 4(2), 1.25%, 6/17/03 35,000 34,981 Atlantic Asset Securitization 1.26%, 6/12 - 6/24/03 50,772 50,749 4(2) 1.25%, 6/10/03 30,000 29,991 1.26%, 6/2 - 6/27/03 22,071 22,058 1.27%, 6/9/03 10,534 10,531 CBA (Delaware) Finance 1.255%, 6/5/03 100,000 99,986 1.27%, 7/14/03 2,100 2,097 Citibank Credit Card Issuance Trust 1.26%, 6/17/03 5,500 5,497 4(2) 1.24%, 6/27/03 40,000 39,964 1.25%, 6/4 - 6/6/03 100,000 99,986 Corporate Asset Funding, 4(2), 1.19%, 9/15/03 50,000 49,825 Corporate Receivables 4(2) 1.22%, 7/9/03 50,000 49,936 1.25%, 6/13/03 50,000 49,979 Danske Corporation 1.25%, 6/11/03 1,050 1,050 1.365%, 6/6/03 49,400 49,390 Delaware Funding 4(2) 1.24%, 6/12/03 $ 101,135 $ 101,097 1.26%, 6/24/03 100,000 99,919 Discover Card Master Trust 4(2) 1.26%, 7/17/03 122,995 122,869 Electricite de France 1.26%, 6/6 - 6/16/03 6,160 6,158 Fairway Finance 1.26%, 6/17/03 1,379 1,378 4(2) 1.25%, 6/23/03 3,000 2,998 1.26%, 6/20 - 6/23/03 53,806 53,770 1.27%, 6/10/03 500 500 Falcon Asset Securitization 4(2) 1.24%, 6/4/03 11,000 10,999 1.25%, 6/5 - 6/25/03 58,585 58,558 1.26%, 6/13/03 23,225 23,215 FCAR Owner Trust, 1.25%, 6/17/03 79,500 79,456 Ford Credit Floorplan Master Owner Trust 4(2) 1.27%, 7/1 - 7/25/03 50,150 50,059 Giro Funding 1.20%, 6/16/03 50,000 49,975 4(2) 1.26%, 7/8/03 1,800 1,798 1.27%, 6/27/03 50,000 49,954 Giro Multi-Funding 4(2) 1.25%, 6/16/03 50,000 49,974 1.26%, 6/12 - 6/20/03 40,000 39,979 Greyhawk Capital, 1.25%, 6/5/03 30,000 29,996 Home Depot, 4(2), 1.24%, 6/5/03 50,000 49,993 K2 4(2) 1.23%, 7/3/03 11,000 10,988 1.31%, 6/9/03 2,700 2,699 Kitty Hawk Funding, 4(2), 1.30%, 6/18/03 $ 3,693 $ 3,691 MassMutual Funding 4(2) 1.25%, 6/6 - 7/29/03 3,020 3,018 MBNA Master Credit Card Trust II 1.26%, 7/22/03 44,200 44,121 4(2), 1.26%, 6/3/03 6,000 6,000 New Center Asset Trust 1.26%, 6/6 - 7/30/03 114,000 113,877 New York State Power Authority, 1.26%, 6/5/03 24,653 24,649 Old Line Funding, 4(2), 1.25%, 6/10/03 10,000 9,997 Paradigm Funding 1.25%, 6/4/03 50,000 49,995 4(2) 1.26%, 6/11/03 14,500 14,495 1.27%, 6/10/03 50,000 49,984 Park Avenue Receivables 4(2) 1.24%, 6/10/03 40,000 39,988 1.25%, 6/12 - 6/24/03 111,544 111,484 1.26%, 6/3/03 50,000 49,996 Pennine Funding, 4(2), 1.27%, 6/16/03 16,500 16,491 Preferred Receivables Funding 4(2) 1.25%, 6/23/03 51,525 51,508 1.26%, 6/12/03 5,360 5,358 Province of Quebec, 1.25%, 10/10/03 7,000 6,968 Stadshypotek Delaware, 1.25%, 7/8/03 4,500 4,494 Stanford University, 1.27%, 6/9/03 10,000 9,997 Svenska Handelsbanken, 1.30%, 6/20/03 2,000 1,999 Total Fina Elf Capital, 4(2), 1.32%, 6/2/03 6,643 6,643 Toyota Motor Credit Corp., 4(2), 1.25%, 6/17/03 3,390 3,388 UBS Finance 1.25%, 6/4/03 3,200 3,199 1.26%, 6/10 - 6/25/03 15,855 15,845 Wal-Mart Funding 4(2) 1.24%, 6/26/03 20,000 19,983 1.25%, 6/26/03 50,000 49,956 Total Commercial Paper (Cost $2,291,127) 2,291,127 FUNDING AGREEMENTS 3.7% Allstate Life Insurance VR 1.468%, 6/2/03, + $ 25,000 $ 25,000 1.54%, 6/2/03, + 25,000 25,000 GE Life & Annuity, VR, 1.3625%, 6/12/03 50,000 50,000 Protective Life, VR, 1.50%, 6/2/03 12,500 12,500 Security Life Of Denver, 1.36%, 6/23/03 30,000 30,000 Transamerica Occidential Life VR 1.46%, 6/2/03 40,000 40,000 1.47%, 6/2/03 25,000 25,000 Total Funding Agreements (Cost $207,500) 207,500 MEDIUM-TERM NOTES 7.6% 3M, 144A, 5.67%, 12/12/03 13,900 14,201 AIG Sunamerica 6.25%, 6/2/04 16,919 17,727 1.376%, 6/23/03 49,750 49,776 American Express Credit, VR, 1.367%, 6/17/03 3,000 3,001 BankAmerica, 6.875%, 6/1/03 2,500 2,500 BMW US Capital, VR, 144A, 1.31%, 6/11/03 25,000 25,000 Federal Home Loan Bank 1.25%, 9/4/03 50,000 50,000 1.30%, 6/8/04 99,500 99,500 GE Capital 5.375%, 4/23/04 9,750 10,093 1.34%, 6/9/04 23,900 23,900 1.3475%, 6/17/03 14,900 14,900 John Hancock Global Funding II, VR, 144A, 1.38%, 6/30/03 30,000 30,009 Morgan Stanley, VR, 1.4375%, 6/10/03 19,750 19,751 New York Life, VR, 1.42%, 6/2/03 38,000 38,000 Wells Fargo, 4.25%, 8/15/03 32,300 32,484 Total Medium-Term Notes (Cost $430,842) 430,842 Value - -------------------------------------------------------------------------------- Total Investments in Securities In thousands 101.5% of Net Assets (Cost $5,736,649) $ 5,736,649 Other Assets Less Liabilities (84,485) NET ASSETS $ 5,652,164 --------- Net Assets Consist of: Undistributed net investment income (loss) $ 736 Undistributed net realized gain (loss) (22) Paid-in-capital applicable to 5,652,162,080 shares of $0.01 par value capital stock outstanding; 15,000,000,000 shares authorized 5,651,450 NET ASSETS $ 5,652,164 --------- NET ASSET VALUE PER SHARE $ 1.00 ---- + Security contains restrictions as to public resale pursuant to the Securities Act of 1933 and related rules-total of such securities at period-end amounts to $50,000,000 and represents 0.9% of net assets 144A 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 of such securities at period-end amounts to $69,210,000 and represents 1.2% of net assets 4(2) Commercial paper exempt from registration under Section 4(2) of the Securities Act of 1933 and may be resold in transactions exempt from registration only to dealers in that program or other "accredited investors"-total of such securities at period-end amounts to $1,640,251,000 and represents 29.0% of net assets VR Variable Rate The accompanying notes are an integral part of these financial statements. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Shareholder Report and Financials Statement of Operations - -------------------------------------------------------------------------------- In thousands Year Ended 5/31/03 Investment Income (Loss) Interest income $ 94,133 Expenses Investment management 21,177 Shareholder servicing Prime Reserve shares 14,133 Prime Reserve-Plus class shares 28 Prospectus and shareholder reports Prime Reserve shares 559 Prime Reserve-Plus class shares -- Custody and accounting 456 Registration 122 Directors 44 Legal and audit 21 Proxy and annual meeting 1 Miscellaneous 38 Total expenses 36,579 Expenses paid indirectly (12) Net expenses 36,567 Net investment income (loss) 57,566 Realized and Unrealized Gain (Loss) Net realized gain (loss) on securities 36 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 57,602 ------ The accompanying notes are an integral part of these financial statements. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Shareholder Report and Financials Statement of Changes in Net Assets - -------------------------------------------------------------------------------- In thousands Year Ended 5/31/03 5/31/02 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 57,566 $ 141,465 Net realized gain (loss) 36 (14) Increase (decrease) in net assets from operations 57,602 141,451 Distributions to shareholders Net investment income Prime Reserve shares (57,565) (139,687) Prime Reserve-PLUS Class shares -- (1,778) Decrease in net assets from distributions (57,565) (141,465) Capital share transactions * Shares sold Prime Reserve shares 4,175,302 4,842,498 Prime Reserve-PLUS Class shares 24,412 64,387 Distributions reinvested Prime Reserve shares 55,233 135,992 Prime Reserve-PLUS Class shares 515 1,785 Shares redeemed Prime Reserve shares (4,196,132) (5,205,604) Prime Reserve-PLUS Class shares (20,571) (52,562) Shares transferred in connection with Plus Class closure Prime Reserve shares 86,608 -- Prime Reserve-PLUS Class shares (86,608) -- Increase (decrease) in net assets from capital share transactions 38,759 (213,504) Net Assets Increase (decrease) during period 38,796 (213,518) Beginning of period 5,613,368 5,826,886 End of period $ 5,652,164 $ 5,613,368 ------------- -------------- * Capital share transactions at net asset value of $1.00 per share The accompanying notes are an integral part of these financial statements. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Shareholder Report and Financials May 31, 2003 Notes to Financial Statements - -------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Prime Reserve Fund, Inc. (the fund) is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, open-end management investment company and commenced operations on January 26, 1976. The fund seeks preservation of capital, liquidity, and, consistent with these, the highest possible current income. From November 1, 1998 through November 25, 2002, the fund also offered a second class of shares. The T. Rowe Price Prime Reserve-PLUS Class (PLUS Class) provided expanded shareholder services, the cost of which was borne buy its shareholders. Each class had exclusive voting rights on matters related solely to that class, separate voting rights on matters which related to both classes, and, in all other respects, the same rights and obligations as the other class. On November 25, 2002, all outstanding shares of the PLUS Class were transferred into the Prime Reserve Fund class at their value on that date, and the PLUS class was closed. The transfer was nontaxable to investors. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by fund management. Valuation Securities are valued at amortized cost. Assets and liabilities for which such valuation procedures are deemed not to reflect fair value are stated at fair value as determined in good faith by or under the supervision of the officers of the fund, as authorized by the Board of Directors. Premiums and Discounts Premiums and discounts on debt securities are amortized for financial reporting purposes. Expenses Paid Indirectly Credits earned on temporarily uninvested cash balances at the custodian are used to reduce the fund's custody charges. Custody expense in the accompanying statement of operations is presented before reduction for credits, which totaled $12,000 for the year ended May 31, 2003. Other Income and expenses are recorded on the accrual basis. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders are recorded by the fund on the ex-dividend date. NOTE 2 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company and distribute to shareholders all of its taxable income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ significantly 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. Temporary differences are not adjusted. Distributions during the year ended May 31, 2003 totaled $57,565,000 and were characterized as ordinary income for tax purposes. At May 31, 2003, the tax-basis components of net assets were as follows: - -------------------------------------------------------------------------------- Undistributed ordinary income 736,000 Capital loss carryforwards (22,000) Paid-in capital 5,651,450,000 Net assets 5,652,164,000 ------------- The fund intends to retain realized gains to the extent of available capital loss carryforwards for federal income tax purposes. In 2003, the fund utilized $1,000 of capital loss carryforwards. As of May 31, 2003, the fund had $22,000 of capital loss carryforwards that expire in 2009. At May 31, 2003, the cost of investments for federal income tax purposes was $5,736,649,000 NOTE 3 - RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management agreement between the fund and the manager provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.05% of the fund's average daily net assets, and the fund's pro-rata share of a group fee. The group fee 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 0.295% for assets in excess of $120 billion. The fund's portion of the group fee is determined by the ratio of its net assets to those of the group. At May 31, 2003, the effective annual group fee rate was 0.32%, and investment management fee payable totaled $1,786,000. In addition, the fund has entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates (collectively, Price). Price Associates computes the daily share price and maintains the financial records of 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 fund. Expenses incurred pursuant to these service agreements totaled $10,180,000 for the year ended May 31, 2003, of which $1,059,000 was payable at period-end. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Shareholder Report and Financials Report of Independent Auditors - -------------------------------------------------------------------------------- To the Board of Directors and Shareholders of T. Rowe Price Prime Reserve Fund, Inc. In our opinion, the accompanying statement of net assets and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Prime Reserve Fund, Inc. (the "Fund") at May 31, 2003, the results of its operations, the changes in its net assets and the financial highlights for each of the fiscal periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at May 31, 2003 by correspondence with the custodian, provides a reasonable basis for our opinion. PricewaterhouseCoopers LLP Baltimore, Maryland June 18, 2003 T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Shareholder Report and Financials About the Fund's Directors and Officers Your fund is governed by a Board of Directors that meets regularly to review investments, performance, expenses, and other business matters, and is responsible for protecting the interests of shareholders. The majority of the fund's directors are independent of T. Rowe Price Associates, Inc. (T. Rowe Price); "inside" directors are officers of T. Rowe Price. The Board of Directors elects the fund's officers, who are listed in the final table. The business address of each director and officer is 100 East Pratt Street, Baltimore, MD 21202. The Statement of Additional Information includes additional information about the fund's directors and is available without charge by calling a T. Rowe Price representative at 1-800-225-5132. Independent Directors Name (Date of Birth) Principal Occupation(s) During Past 5 Years and Year Elected* Directorships of Other Public Companies Anthony W. Deering Director, Chairman of the Board, President, and Chief (1/28/45) Executive Officer, The Rouse Company, real estate 1979 developers; Director, Mercantile Bank (4/03 to present) Donald W. Dick, Jr. Principal, EuroCapital Advisors, LLC, an acquisition and (1/27/43) management advisory firm 2001 David K. Fagin Director, Golden Star Resources Ltd., Canyon Resources (4/9/38) Corp. (5/00 to present), and Pacific Rim Mining Corp. 2001 (2/02 to present); Chairman and President, Nye Corp. F. Pierce Linaweaver President, F. Pierce Linaweaver & Associates, Inc., (8/22/34) consulting environmental and civil engineers 1980 Hanne M. Merriman Retail Business Consultant; Director, Ann Taylor Stores (11/16/41) Corp., Ameren Corp., Finlay Enterprises, Inc., The Rouse 2001 Company, and US Airways Group, Inc. John G. Schreiber Owner/President, Centaur Capital Partners, Inc., a real (10/21/46) estate investment company; Senior Advisor and Partner, 1992 Blackstone Real Estate Advisors, L.P.; Director, AMLI Residential Properties Trust, Host Marriott Corp., and The Rouse Company Hubert D. Vos Owner/President, Stonington Capital Corp., a private (8/2/33) investment company 2001 Paul M. Wythes Founding Partner, Sutter Hill Ventures, a venture (6/23/33) capital limited partnership,providing equity capital to 2001 young high-technology companies throughout the United States; Director, Teltone Corp. *Each independent director oversees 105 T. Rowe Price portfolios and serves until retirement, resignation, or election of a successor. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Shareholder Report and Financials Inside Directors Name (Date of Birth) Year Elected* [Number of T. Rowe Price Portfolios Principal Occupation(s) During Past 5 Years and Overseen] Directorships of Other Public Companies William T. Reynolds Director and Vice President, T. Rowe Price and T. Rowe (5/26/48) Price Group, Inc.; Director, T. Rowe Price Global Asset 1995 Management Limited [37] James S. Riepe Director and Vice President, T. Rowe Price; Vice (6/25/43) Chairman of the Board, Director, and Vice President, 1994 T. Rowe Price Group, Inc.; Chairman of the Board and [105] Director, T. Rowe Price Global Asset Management Limited, T. Rowe Price Global Investment Services Limited, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board, Director, President, and Trust Officer, T. Rowe Price Trust Company; Director, T. Rowe Price International, Inc.; Chairman of the Board, Prime Reserve Fund M. David Testa Chief Investment Officer, Director, and Vice President, (4/22/44) T. Rowe Price; Vice Chairman of the Board, Chief 1997 Investment Officer, Director, and Vice President, [105] T. Rowe Price Group, Inc.; Director, T. Rowe Price Global Asset Management Limited and T. Rowe Price Global Investment Services Limited; Chairman of the Board and Director, T. Rowe Price International, Inc.; Director and Vice President, T. Rowe Price Trust Company *Each inside director serves until retirement, resignation, or election of a successor. Officers Name (Date of Birth) Title and Fund(s) Served Principal Occupation(s) Stephen V. Booth Vice President, T. Rowe Price, T. Rowe Price Group, (6/21/61) Inc., and T. Rowe Price Trust Company Vice President, Prime Reserve Fund Steven G. Brooks, CFA Vice President, T. Rowe Price and T. Rowe Price Group, (8/5/54) Inc. Vice President, Prime Reserve Fund Brian E. Burns Assistant Vice President, T. Rowe Price (10/6/60) Vice President, Prime Reserve Fund Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Officers (continued) Name (Date of Birth) Title and Fund(s) Served Principal Occupation(s) Joseph A. Carrier Vice President, T. Rowe Price, T. Rowe Price Group, (12/30/60) Inc., and T. Rowe Price Investment Services, Inc. Treasurer, Prime Reserve Fund Patrick S. Cassidy Vice President, T. Rowe Price and T. Rowe Price Group, (8/27/64) Inc. Vice President, Prime Reserve Fund Roger L. Fiery III Vice President, T. Rowe Price, T. Rowe Price Group, (2/10/59) Inc., T. Rowe Price International, Inc., and T. Rowe Vice President, Price Trust Company Prime Reserve Fund Mark S. Finn Vice President, T. Rowe Price (1/14/63) Vice President, Prime Reserve Fund Alisa Fiumara Employee, T. Rowe Price; formerly Associate Analyst, (2/7/74) Legg Mason (to 2000) Vice President, Prime Reserve Fund Gregory S. Golczewski Vice President, T. Rowe Price and T. Rowe Price Trust (1/15/66) Company Vice President, Prime Reserve Fund Henry H. Hopkins Director and Vice President, T. Rowe Price Group, Inc., (12/23/42) T. Rowe Price Investment Services, Inc., T. Rowe Price Vice President, Services, Inc., and T. Rowe Price Trust Company; Vice Prime Reserve Fund President, T. Rowe Price, T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc. Alan D. Levenson Vice President, T. Rowe Price and T. Rowe Price Group, (7/17/58) Inc. Vice President, Prime Reserve Fund Patricia B. Lippert Assistant Vice President, T. Rowe Price and T. Rowe (1/12/53) Price Investment Services, Inc. Secretary, Prime Reserve Fund Joseph K. Lynagh, CFA Vice President, T. Rowe Price and T. Rowe Price Group, (6/9/58) Inc. Vice President, Prime Reserve Fund James M. McDonald Vice President, T. Rowe Price, T. Rowe Price Group, (9/29/49) Inc., and T. Rowe Price Trust Company Executive Vice President, Prime Reserve Fund Mary J. Miller Vice President, T. Rowe Price and T. Rowe Price Group, (7/19/55) Inc. Vice President, Prime Reserve Fund Joan R. Potee Vice President, T. Rowe Price and T. Rowe Price Group, (11/23/47) Inc. Vice President, Prime Reserve Fund Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Officers (continued) Name (Date of Birth) Title and Fund(s) Served Principal Occupation(s) Susan G. Troll Vice President, T. Rowe Price and T. Rowe Price Group, (8/27/66) Inc. Vice President, Prime Reserve Fund Lea C. Ward Assistant Vice President, T. Rowe Price; formerly (6/5/68) Customer Finance Analyst, Lucent Technologies (to 2000) Vice President, Prime Reserve Fund Edward A. Wiese, CFA Vice President, T. Rowe Price, T. Rowe Price Group, (4/12/59) Inc., and T. Rowe Price Trust Company; Chief Investment President, Officer, Director, and Vice President, T. Rowe Price Prime Reserve Fund Savings Bank Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Item 2. Code of Ethics. Not required at this time. Item 3. Audit Committee Financial Expert. Not required at this time. Item 4. Principal Accountant Fees and Services. Not required at this time. Item 5. Audit Committee of Listed Registrants. Not required at this time. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. [Reserved] Item 9. 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) At the date of filing this Form N-CSR, the registrant's Principal Executive Officer and Principal Financial Officer are aware of no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Item 10. Exhibits. (a) Not required at this time. (b) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2 under the Investment Company Act of 1940, are attached. A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached. 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 Prime Reserve Fund, Inc. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date July 14, 2003 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/ James S. Riepe James S. Riepe Principal Executive Officer Date July 14, 2003 By /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date July 09, 2003