Item 1. Report to Shareholders T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Semiannual Report This report is certified under the Sarbanes-Oxley Act of 2002, which requires that public companies, including mutual funds, affirm that the information provided in their annual and semiannual shareholder reports fully and fairly represents their financial position. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) FINANCIAL HIGHLIGHTS For a share outstanding throughout each period - -------------------------------------------------------------------------------- 6 Months Year Ended Ended 11/30/03 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 $ 1.000 Investment activities Net investment income (loss) 0.003 0.010 0.024 0.057 0.051 0.047 Distributions Net investment income (0.003) (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 $ 1.000 ------------------------------------------------------------- Ratios/Supplemental Data Total return^ 0.26% 1.01% 2.47% 5.82% 5.22% 4.82% Ratio of total expenses to average net assets 0.61%! 0.64% 0.63% 0.59% 0.62% 0.66% Ratio of net investment income (loss) to average net assets 0.52%! 1.01% 2.44% 5.66% 5.11% 4.70% Net assets, end of period (in millions) $ 5,341 $ 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. ! Annualized The accompanying notes are an integral part of these financial statements. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) November 30, 2003 STATEMENT OF NET ASSETS Par Value - -------------------------------------------------------------------------------- In thousands BANK NOTES 0.8% World Savings Bank, 1.04%, 12/3/03 $ 40,000 $ 40,000 Total Bank Notes (Cost $40,000) 40,000 Bankers' Acceptances 0.2% Regions Bank 1.031%, 12/17/03 2,636 2,635 1.041%, 12/1 - 12/29/03 5,000 4,998 1.05%, 12/29/03 1,500 1,498 1.095%, 2/9/04 450 449 Total Bankers' Acceptances (Cost $9,580) 9,580 Certificates of Deposit - Domestic * 3.5% American Express Centurion Bank, 1.05%, 12/4/03 25,000 25,000 Mercantile Safe Deposit & Trust 1.15%, 4/27 - 7/29/04 15,100 15,099 1.25%, 4/14/04 10,000 10,000 1.30%, 3/29/04 9,750 9,750 Wells Fargo Bank 1.04%, 12/22/03 25,000 25,000 1.05%, 12/10/03 50,000 50,000 Wilmington Trust, 1.10%, 12/4/03 49,500 49,500 Total Certificates of Deposit - Domestic (Cost $184,349) 184,349 Certificates of Deposit - Eurodollar ^ 5.2% Bank of Nova Scotia, 1.06%, 12/29/03 64,000 64,000 Barclays Bank, 1.15%, 3/8/04 12,000 12,001 Deutsche Bank, 1.075%, 12/30/03 30,000 30,000 HBOS Treasury Services, 1.08%, 12/10/03 50,000 50,000 National Australia Bank 1.28%, 8/31/04 50,000 50,000 1.40%, 9/7/04 50,000 50,000 Societe Generale, 1.335%, 3/31/04 20,000 20,002 Total Certificates of Deposit - Eurodollar (Cost $276,003) 276,003 Certificates of Deposit - Yankee ++ 16.3% Abbey National Treasury Services 1.14%, 5/21/04 $ 24,810 $ 24,810 1.15%, 5/14/04 25,000 25,000 1.42%, 10/21/04 25,000 24,998 Bank of Montreal 1.05%, 12/5 - 12/29/03 100,000 100,000 Barclays Bank, 1.18%, 1/5/04 35,000 35,000 BNP Paribas (SF Branch), 1.11%, 3/22/04 50,000 50,002 Canadian Imperial Bank of Commerce 1.22%, 4/2/04 10,000 10,000 1.25%, 3/10/04 25,000 25,008 Credit Agricole Indosuez, 1.10%, 4/14/04 79,500 79,500 Fortis Bank, 1.15%, 5/24/04 39,750 39,750 KBC Bank, 1.06%, 12/18/03 50,000 50,000 Lloyds Bank, 1.035%, 12/29/03 50,000 49,999 Natexis Banque Populaires, 1.11%, 2/6/04 21,000 21,000 Nordea Bank Finland, 1.305%, 4/13/04 49,800 49,800 Rabobank Nederland 1.0275%, 12/9/03 49,500 49,496 1.23%, 10/1/04 24,900 24,875 Royal Bank of Canada, 1.14%, 5/24/04 50,000 50,000 Societe Generale, 1.06%, 12/8/03 29,400 29,400 Svenska Handelsbanken, 1.10%, 1/27/04 34,800 34,800 Toronto-Dominion Bank 1.08%, 12/5/03 49,500 49,500 1.38%, 8/27/04 24,825 24,821 UBS, 1.35%, 10/20/04 25,000 25,000 Total Certificates of Deposit - Yankee (Cost $872,759) 872,759 COMMERCIAL PAPER 45.8% ABN Amro Number America Finance, 1.061%, 12/10/03 7,750 7,748 Alliance & Leicester 4(2) 1.061%, 12/16/03 20,000 19,991 1.102%, 1/12/04 11,500 11,485 Alpine Securitization 4(2) 1.051%, 12/9 - 12/17/03 $ 26,760 $ 26,749 1.06%, 12/12/03 1,087 1,087 1.103%, 2/20/04 40,000 39,901 ANZ (Delaware), 1.103%, 2/17/04 2,259 2,254 Asset Portfolio Funding, 1.07%, 12/22/03 6,000 5,996 Atlantic Asset Securitization 1.073%, 12/18/03 27,000 26,986 4(2), 1.06%, 12/11/03 1,338 1,337 BASF, 4(2), 1.08%, 12/5/03 50,000 49,994 Cafco, 4(2), 1.062%, 12/2/03 35,000 34,999 Cargill, 4(2), 1.103%, 2/6/04 5,831 5,819 CBA (Delaware) Finance 1.122%, 1/20/04 390 389 1.153%, 2/20/04 100 100 Ciesco, 1.062%, 12/3/03 47,000 46,997 Citibank Credit Card Issuance Trust 1.09%, 12/4/03 29,000 28,998 4(2) 1.051%, 12/12/03 50,000 49,984 1.10%, 1/9/04 40,000 39,952 CRC Funding 4(2) 1.05%, 12/17/03 50,000 49,977 1.102%, 1/6/04 33,093 33,056 Danske, 1.061%, 12/5/03 145 145 Delaware Funding, 4(2), 1.102%, 1/8/04 1,075 1,074 DePfa Bank Europe, 4(2), 1.102%, 1/23/04 1,000 998 Dexia Delaware LLC 1.047%, 12/10 - 12/22/03 80,900 80,860 1.123%, 2/23/04 1,060 1,057 Discover Card Master Trust 4(2) 1.07%, 12/17/03 1,000 999 1.112%, 1/16/04 48,250 48,182 1.123%, 2/13/04 50,000 49,885 DuPont 1.051%, 12/3 - 12/10/03 $ 8,103 $ 8,102 Fairway Finance 1.13%, 3/8 - 3/10/04 62,090 61,899 4(2), 1.157%, 5/17/04 19,967 19,860 Falcon Asset Securitization 4(2) 1.051%, 12/4 - 12/18/03 22,827 22,824 1.059%, 12/16/03 2,075 2,074 1.092%, 1/9 - 1/12/04 26,213 26,181 1.102%, 1/13/04 500 499 FCAR Owner Trust 1.11%, 2/3/04 24,000 23,953 1.113%, 2/10/04 50,000 49,891 1.12%, 2/17/04 24,100 24,041 Ford Credit Floorplan Master Owner Trust 4(2) 1.08%, 12/19/03 60,000 59,968 1.111%, 1/28/04 2,000 1,996 1.123%, 1/20/04 6,250 6,240 Giro Funding 4(2) 1.098%, 2/17/04 62,725 62,576 1.103%, 1/15/04 54,000 53,926 Giro Multi Funding, 4(2), 1.05%, 12/22/03 50,000 49,969 Grampian Funding 4(2) 1.103%, 1/7/04 50,000 49,944 1.156%, 4/14/04 25,000 24,892 Greyhawk Funding 1.08%, 12/5/03 29,000 28,996 1.09%, 12/5/03 20,000 19,998 Home Depot, 4(2), 1.00%, 12/2/03 31,769 31,768 International Lease Finance, 1.052%, 12/4/03 6,715 6,714 Jefferson Pilot 4(2) 1.095%, 1/20/04 $ 20,000 $ 19,970 1.097%, 1/20/04 23,000 22,965 1.102%, 1/16 - 1/27/04 47,000 46,930 1.114%, 2/25/04 10,000 9,973 K2 USA 1.09%, 1/26/04 25,000 24,958 1.092%, 12/1/03 24,800 24,800 1.12%, 4/26/04 24,750 24,637 1.126%, 3/15 - 3/22/04 46,603 46,444 1.137%, 4/20/04 22,000 21,903 Kitty Hawk Funding, 4(2), 1.12%, 3/22/04 23,390 23,308 Lloyds Bank, 1.153%, 2/26/04 390 389 MassMutual Funding 4(2) 1.051%, 12/12/03 2,000 2,000 1.061%, 12/16/03 2,200 2,199 1.07%, 12/1/03 4,700 4,700 1.071%, 12/12/03 2,000 1,999 1.082%, 1/13/04 7,050 7,041 MBNA Master Credit Card Trust II 1.07%, 12/3 - 12/18/03 32,000 31,990 1.071%, 12/3/03 3,970 3,970 1.072%, 12/3/03 2,280 2,280 4(2) 1.072%, 12/18/03 18,000 17,991 1.082%, 12/16/03 28,500 28,487 National City Credit Corp., 1.077%, 1/13/04 75,000 74,904 National Rural Utilities Coop. Fin., 1.082%, 1/22/04 12,500 12,480 New Center Asset Trust 1.07%, 12/19/03 49,100 49,074 1.104%, 2/10/04 20,000 19,956 New York State Power Authority 1.061%, 12/11/03 32,085 32,076 1.077%, 12/11/03 5,000 4,998 Nordea North America, 1.052%, 12/23/03 $ 8,000 $ 7,995 Old Line Funding 4(2) 1.062%, 12/3 - 12/19/03 18,601 18,597 1.072%, 12/8/03 46,351 46,341 1.102%, 1/14 - 1/15/04 50,519 50,451 Paradigm Funding 1.082%, 12/8/03 12,895 12,892 4(2), 1.051%, 12/9/03 6,792 6,791 Park Avenue Receivables, 4(2), 1.061%, 12/16/03 20,469 20,460 Preferred Receivables Funding, 4(2), 1.061%, 12/1/03 1,250 1,250 Province of Quebec, 1.105%, 4/26/04 15,000 14,933 Rabobank USA Fin. Corp., 1.102%, 1/30/04 1,300 1,298 Rio Tinto 1.06%, 12/8/03 4,077 4,076 4(2), 1.12%, 3/8/04 6,000 5,982 Shell Finance, 1.105%, 4/7/04 46,500 46,318 Siemens Capital Corp., 1.062%, 12/30/03 25,000 24,979 Sigma Finance 1.126%, 3/15/04 15,000 14,951 1.13%, 3/11/04 49,750 49,593 1.136%, 3/11/04 1,300 1,296 4(2), 1.124%, 3/16/04 7,000 6,977 Societe Generale, 1.105%, 4/20/04 50,000 49,785 Stadshypotek Delaware, 1.056%, 12/3/03 3,300 3,300 Stanford Univ., 1.051%, 12/11/03 7,900 7,898 Total Fina Elf Capital, 4(2), 1.031%, 12/10/03 45,000 44,988 Toyota Motor Credit Corp., 4(2), 1.06%, 12/19/03 23,700 23,687 UBS Finance 1.05%, 12/1/03 6,337 6,337 1.104%, 2/12 - 2/17/04 9,750 9,728 Variable Funding Capital Corp., 4(2), 1.092%, 1/26/04 25,000 24,958 Wal-Mart Funding, 4(2), 1.052%, 12/18/03 20,000 19,990 Yale University 1.06%, 12/2/03 600 600 1.134%, 2/12/04 30,500 30,430 Yorktown Capital 4(2) 1.056%, 12/1/03 $ 3,994 $ 3,994 1.073%, 12/12/03 16,928 16,922 Total Commercial Paper (Cost $2,443,529) 2,443,529 Funding Agreements 2.2% Allstate Life Insurance VR 1.27%, 12/1/03 !! 25,000 25,000 1.33%, 12/1/03 !! 25,000 25,000 GE Life & Annuity, VR, 1.24%, 12/12/03 50,000 50,000 Security Life of Denver, 1.17%, 12/22/03 15,000 15,000 Transamerica Occidential Life Insurance, VR, 1.27%, 12/3/03 5,000 5,000 Total Funding Agreements (Cost $120,000) 120,000 Medium-Term Notes 7.2% 3M, 144A, 5.6736%, 12/12/03 13,900 13,917 AIG Sunamerica Institutional Funding I, 6.25%, 6/2/04 16,919 17,324 AIG Sunamerica Institutional Funding II, 1.23%, 12/22/03 49,750 49,753 American Express Credit, VR, 1.17%, 12/17/03 3,000 3,000 BMW US Capital, 144A, VR, 1.12%, 12/10/03 25,000 25,000 Federal Home Loan Bank, 1.00%, 7/20/04 49,850 49,850 First Union, 7.10%, 8/15/04 19,900 20,700 GE Capital 5.375%, 4/23/04 9,750 9,901 VR, 1.20%, 12/9 - 12/17/03 38,800 38,800 Goldman Sachs Group, 144A, 1.12%, 12/1/03 44,500 44,500 New York Life Insurance, 1.22%, 12/1/03 38,000 38,000 Wal-Mart Stores, 5.199%, 6/1/04 73,000 74,542 Total Medium-Term Notes (Cost $385,287) 385,287 Municipal Securities 12.7% California Dept. of Water Resources VRDN (Currently 1.08%) 49,630 49,629 California HFA Adventist Health System VRDN (Currently 1.08%) (MBIA Insured) $ 2,000 $ 2,000 Connecticut HEFA Yale Univ. VRDN (Currently 0.95%) 42,900 42,898 Fairfax County IDA Inova Health System VRDN (Currently 1.03%) 12,000 12,000 Gaithersburg Asbury Solomons VRDN (Currently 1.10%) (MBIA Insured) 5,000 5,000 Harris County, GO, TECP, 1.17%, 12/4/03 12,000 12,000 Harris County Health Fac. Dev. Methodist Healthcare System VRDN (Currently 1.10%) 49,750 49,749 Illinois HFA Northwestern Memorial Hosp. VRDN (Currently 1.10%) 39,875 39,875 Indiana EFA Univ. of Notre Dame VRDN (Currently 1.05%) 12,150 12,149 Intermountain Power Agency, TECP, 1.15%, 12/4/03 20,500 20,500 Jay Street Dev. Corp. VRDN (Currently 1.10%) 22,000 22,000 Kansas DOT VRDN (Currently 1.12%) 10,000 10,000 Loudoun County IDA Howard Hughes Medical Institute VRDN (Currently 1.07%) 22,605 22,605 Massachusetts HEFA Harvard Univ. VRDN (Currently 1.06%) 40,000 39,999 Massachusetts Institute of Technology VRDN (Currently 0.80%) $ 18,200 $ 18,199 Michigan Hosp. Fin. Auth. Trinity Health Corp. VRDN (Currently 1.12%) (AMBAC Insured) 5,000 5,000 Montgomery County, GO, TECP, 1.08%, 12/5/03 5,000 5,000 Murray City IHC Health Services VRDN (Currently 1.11%) 8,000 8,000 Nassau County Interim Finance Auth. VRDN (Currently 1.10%) (FSA Insured) 15,905 15,905 New York City, GO VRDN (Currently 1.08%) 11,800 11,800 VRDN (Currently 1.10%) 17,200 17,200 New York City Housing Dev. Corp Multi-Family Housing VRDN (Currently 1.10%) (FHA Guaranteed) 17,000 17,000 New York City Municipal Water Fin. Auth. VRDN (Currently 1.12%) 33,000 32,999 New York State Local Govt. Assistance VRDN (Currently 1.10%) (FSA Insured) 9,565 9,565 Orange County Trans. Auth. VRDN (Currently 1.12%) (AMBAC Insured) 23,500 23,500 Salt River Project Agricultural Improvement & Power TECP, 1.15%, 12/2 - 12/4/03 26,835 26,835 San Antonio Water System, TECP, 1.13%, 12/3/03 40,000 40,000 South Carolina Public Service Auth. TECP, 1.10%, 12/2 - 12/4/03 8,250 8,250 Texas, GO, Texas Veterans Housing VRDN (Currently 1.12%) 9,000 9,000 Texas A&M Univ. System, TECP, 1.10%, 12/3/03 7,000 7,000 Triborough Bridge & Tunnel Auth. VRDN (Currently 1.10%) $ 26,000 $ 26,000 Univ. of Michigan Board of Trustees VRDN (Currently 1.08%) 4,000 4,000 Washington Public Power Supply System VRDN (Currently 1.02%) 7,800 7,800 VRDN (Currently 1.10%) 45,325 45,324 Total Municipal Securities (Cost $678,781) 678,781 Foreign Governments & Municipalities 3.7% Electricite de France 1.03%, 12/15/03 32,000 31,987 1.07%, 12/15/03 15,450 15,444 KFW International Finance 4(2) 1.052%, 12/15/03 2,480 2,479 1.06%, 12/23/03 1,500 1,499 1.07%, 12/23/03 50,000 49,967 1.184%, 9/10/04 50,000 49,539 1.317%, 10/6/04 49,850 49,292 Total Foreign Governments & Municipalities (Cost $200,207) 200,207 Total Investments in Securities 97.6% of Net Assets (Cost $5,210,495) $ 5,210,495 Other Assets Less Liabilities 130,722 NET ASSETS $ 5,341,217 ----------- Net Assets Consist of: Undistributed net investment income (loss) $ 736 Undistributed net realized gain (loss) 19 Paid-in-capital applicable to 5,341,174,422 shares of $0.01 par value capital stock outstanding; 15,000,000,000 shares authorized 5,340,462 NET ASSETS $ 5,341,217 ----------- 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 $83,417,000 and represents 1.6% 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 $1,509,913,000 and represents 28.3% of net assets * Domestic certificates of deposit are issued by domestic branches of U.S. banks ^ Eurodollar certificates of deposit are issued by foreign branches of U.S. or foreign banks ++ Yankee certificates of deposit are issued by U.S. branches of foreign banks AMBAC AMBAC Assurance Corp. DOT Department of Transportation EFA Educational Facility Authority FHA Federal Housing Authority FSA Financial Security Assurance Inc. GO General Obligation HEFA Health & Educational Facility Authority HFA Health Facility Authority IDA Industrial Development Authority/Agency MBIA MBIA Insurance Corp. TECP Tax-Exempt Commercial Paper VR Variable Rate VRDN Variable-Rate Demand Note The accompanying notes are an integral part of these financial statements. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- In thousands 6 Months Ended 11/30/03 - -------------------------------------------------------------------------------- Investment Income (Loss) Interest income $ 31,155 Expenses Investment management 10,146 Shareholder servicing 6,063 Prospectus and shareholder reports 253 Custody and accounting 216 Registration 121 Legal and audit 16 Directors 12 Miscellaneous 31 Total expenses 16,858 Expenses paid indirectly (2) Net expenses 16,856 Net investment income (loss) 14,299 Realized and Unrealized Gain (Loss) Net realized gain (loss) on securities 41 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 14,340 -------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) STATEMENT OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- In thousands 6 Months Year Ended Ended 11/30/03 5/31/03 - -------------------------------------------------------------------------------- Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 14,299 $ 57,566 Net realized gain (loss) 41 36 Increase (decrease) in net assets from operations 14,340 57,602 Distributions to shareholders Net investment income (14,299) (57,565) Capital share transactions * Shares sold Prime Reserve shares 1,828,046 4,175,302 Prime Reserve - PLUS Class shares - 24,412 Distributions reinvested Prime Reserve shares 13,864 55,233 Prime Reserve - PLUS Class shares - 515 Shares redeemed Prime Reserve shares (2,152,898) (4,196,132) Prime Reserve - PLUS Class shares - (20,571) 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 (310,988) 38,759 Net Assets Increase (decrease) during period (310,947) 38,796 Beginning of period 5,652,164 5,613,368 End of period $ 5,341,217 $ 5,652,164 --------------------------- * 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 Semiannual Report (Unaudited) November 30, 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 by 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 the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. 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 $2,000 for the six months ended November 30, 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. Premiums and discounts on municipal and debt securities are amortized for financial reporting purposes. Distributions to shareholders are recorded by the fund on the ex-dividend date. In the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is dependent on claims that may be made against the fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote. 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 under Subchapter M of the Internal Revenue Code 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 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. Financial records 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 November 30, 2003. The fund intends to retain realized gains to the extend of available capital loss carryforwards. As of May 31, 2003, the fund had $22,000 of unused capital loss carryforwards that expire in 2009. At November 30, 2003, the cost of investments for federal income tax purposes was $5,210,495,000. 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 average daily net assets to those of the group. At November 30, 2003, the effective annual group fee rate was 0.32%, and investment management fee payable totaled $1,624,000. 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 $4,055,000 for the six months ended November 30, 2003, of which $688,000 was payable at period-end. T. Rowe Price Prime Reserve Fund - -------------------------------------------------------------------------------- Certified Semiannual Report INFORMATION ON PROXY VOTING A description of the policies and procedures that the T. Rowe Price Prime Reserve Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 1-800-225-5132. It also appears in the fund's Statement of Additional Information (Form 485B), which can be found on the SEC's Web site, www.sec.gov. Item 2. Code of Ethics. The registrant has adopted 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. A copy of this code of ethics will be filed as a required 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. Not effective until registrant's next annual Form N-CSR. Item 4. Principal Accountant Fees and Services. Not effective until registrant's next annual Form N-CSR. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. 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) The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 10. Exhibits. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR will be filed with the registrant's annual Form N-CSR. (a)(2) 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(a) under the Investment Company Act of 1940, are attached. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, 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 January 16, 2004 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 January 16, 2004 By /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date January 16, 2004