determined by those investment committee(s) from time to time. Various proxy voting committeesspecialize in regional mandates and review the proxies of portfolio companies within their mandates. Theproxy voting committees are typically comprised primarily of members of CGTC’s and its institutionalaffiliates’ investment committees and their activity is subject to oversight by those committees.CGTC seeks to vote all of its clients’ proxies. In certain circumstances, CGTC may decide not to vote aproxy because the costs of voting outweigh the benefits to its clients (e.g., when voting could lead toshare blocking where CGTC wishes to retain flexibility to trade shares). In addition, proxies with respectto securities on loan through client directed lending programs are not available to CGTC to vote andtherefore are not voted.CGTC will periodically review voting reports to ascertain, where possible, that votes were cast inaccordance with voting instructions.Proxy Voting GuidelinesCGTC has developed proxy voting guidelines that reflect its general position and practice on variousissues. To preserve the ability of decision makers to make the best decision in each case, these guidelinesare intended only to provide context and are not intended to dictate how the issue must be voted. Theguidelines are reviewed and updated as necessary, but at least annually, by the appropriate proxy votingand investment committees.CGTC’s general positions related to corporate governance, capital structure, stock option andcompensation plans and social and corporate responsibility issues are reflected below.• Corporate governance. CGTC supports strong corporate governance practices. It generally votesagainst proposals that serve as anti-takeover devices or diminish shareholder rights, such aspoison pill plans and supermajority vote requirements, and generally supports proposals thatencourage responsiveness to shareholders, such as initiatives to declassify the board or establish amajority voting standard for the election of the board of directors. Mergers and acquisitions,reincorporations and other corporate restructurings are considered on a case-by-case basis, basedon the investment merits of the proposal.• Capital structure. CGTC generally supports increases to capital stock for legitimate financingneeds. It generally does not support changes in capital stock that can be used as anti-takeoverdevices, such as the creation of or increase in blank-check preferred stock or of a dual classcapital structure with different voting rights.• Stock-related compensation plans. CGTC supports the concept of stock-related compensationplans as a way to align employee and shareholder interests. However, plans that include featureswhich undermine the connection between employee and shareholder interests generally are notsupported. When voting on proposals related to new plans or changes to existing plans, CGTCconsiders, among other things, the following information, to the extent it is available: the exerciseprice of the options, the size of the overall plan and/or the size of the increase, the historicaldilution rate, whether the plan permits option repricing, the duration of the plan, and the needs ofthe company. Additionally, CGTC supports option expensing in theory and will generallysupport shareholder proposals on option expensing if such proposal language is non-binding anddoes not require the company to adopt a specific expensing methodology.• Corporate social responsibility. CGTC votes on these issues based on the potential impact to thevalue of its clients’ investment in the portfolio company.Special Review ProceduresIf a research analyst has a personal conflict in making a voting recommendation on a proxy issue, he orshe must disclose such conflict, along with his or her recommendation. If a member of the proxy votingcommittee has a personal conflict in voting the proxy, he or she must disclose such conflict to theappropriate proxy voting committee and must not vote on the issue.B-124
Clients representing 0.0025 or more of assets under investment management across all affiliates owned byThe Capital Group Companies, Inc. (CGTC’s indirect parent company), are deemed to be “InterestedClients”. Each proxy is reviewed to determine whether the portfolio company, a proponent of ashareholder proposal, or a known supporter of a particular proposal is an Interested Client. If the votingdecision for a proxy involving an Interested Client is against such client, then it is presumed that therewas no undue influence in favor of the Interested Client. If the decision is in favor of the InterestedClient, then the decision, the rationale for such decision, information about the client relationship and allother relevant information is reviewed by the Special Review Committee (“SRC”). The SRC reviewssuch information in order to identify whether there were improper influences on the decision-makingprocess so that it may determine whether the decision was in the best interest of CGTC’s clients. Basedon its review, the SRC may accept or override the decision, or determine another course of action. TheSRC is comprised of senior representatives from CGTC’s and its institutional affiliates’ investment andlegal groups and does not include representatives from the marketing department.Any other proxy will be referred to the SRC if facts or circumstances warrant further review.CGTC’s Proxy Voting RecordUpon client request, CGTC will provide reports of its proxy voting record as it relates to the securitiesheld in the client’s account(s) for which CGTC has proxy voting authority.Annual AssessmentCGTC will conduct an annual assessment of this proxy voting policy and related procedures and willnotify clients for which it has proxy voting authority of any material changes to the policy andprocedures.Effective DateThis policy is effective as of November 21, 2007.T. ROWE PRICE ASSOCIATES, INCT. ROWE PRICE INTERNATIONAL, INCT. ROWE PRICE GLOBAL INVESTMENT SERVICES, LTDPROXY VOTING POLICIES AND PROCEDURESRESPONSIBILITY TO VOTE PROXIEST. Rowe Price Associates, Inc., T. Rowe Price International, Inc., and T. Rowe Price GlobalInvestment Services Limited (“T. Rowe Price”) recognize and adhere to the principle that one of theprivileges of owning stock in a company is the right to vote in the election of the company’s directors andon matters affecting certain important aspects of the company’s structure and operations that aresubmitted to shareholder vote. As an investment adviser with a fiduciary responsibility to its clients, T.Rowe Price analyzes the proxy statements of issuers whose stock is owned by the U.S.-registeredinvestment companies which it sponsors and serves as investment adviser (“T. Rowe Price Funds”) andby institutional and private counsel clients who have requested that T. Rowe Price be involved in theproxy process. T. Rowe Price has assumed the responsibility for voting proxies on behalf of the T. RowePrice Funds and certain counsel clients who have delegated such responsibility to T. Rowe Price. Inaddition, T. Rowe Price makes recommendations regarding proxy voting to counsel clients who have notdelegated the voting responsibility but who have requested voting advice.B-125
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APPENDIX F - Proxy Voting Policies
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stocks that make up that index. Str
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Interest rate swaps do not involve
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the Adviser or Sub-Adviser will not
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Forward Contracts. The Portfolios m
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principal amount as the call writte
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Options on Foreign Currencies. The
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securities. The issuers of the unde
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the former pools. However, timely p
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CMO residuals are generally purchas
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utilize the underlying assets may r
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include range floaters which are a
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par unless the price of the underly
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to changes in interest rates genera
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corresponding floaters. The underly
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A Portfolio will not enter into suc
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egulations. The presence of an issu
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Portfolio TurnoverPortfolio turnove
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The ability of the Portfolio to ach
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Advisors, LLC, in accordance with t
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OWNERSHIP OF SHARES OF THE FUNDAll
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on the next $50 million, 0.50% on t
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Independent Registered Public Accou
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Name of Portfolio 2008 2007 2006Int
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Broker High Yield Bond BalancedAsse
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and cost of trade execution of Port
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Effective April 30, 2008, the Fund
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TAXES AND DIVIDENDSEach Portfolio i
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APPENDIX A - Credit RatingsDescript
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F2Good credit quality. A satisfacto
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. Moody’s Commercial Paper (short
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Plus (+) or minus (-)The ratings fr
- Page 74 and 75: APPENDIX B - Directors and Officers
- Page 76 and 77: Name, Address, andYear of BirthDavi
- Page 78 and 79: APPENDIX C - Ownership of Shares of
- Page 80 and 81: SMALL CAP VALUE PORTFOLIOGeneral Ac
- Page 82 and 83: APPENDIX D - Portfolio ManagersOthe
- Page 84 and 85: PortfolioManager(s)FundRegisteredIn
- Page 86 and 87: Compensation of Portfolio ManagersM
- Page 88 and 89: management firms. Performance is pr
- Page 90 and 91: Portfolio managers are eligible for
- Page 92 and 93: PortfolioPortfolio Manager(s)Dollar
- Page 94 and 95: On August 25, 2005, the Court enter
- Page 96 and 97: MSA’s Equity Trading Department s
- Page 98 and 99: ERISA ClientsIn the case of client
- Page 100 and 101: Shareholder Ability to Call Special
- Page 102 and 103: • Exercise price• Participation
- Page 104 and 105: Amend Quorum RequirementsVote propo
- Page 106 and 107: Vote proposals to increase blank ch
- Page 108 and 109: employees of Investment Manager and
- Page 110 and 111: will not support the position of a
- Page 112 and 113: company specifies the voting, divid
- Page 114 and 115: egarding whether Investment Manager
- Page 116 and 117: 3. The issuer is an entity particip
- Page 118 and 119: manager(s) are responsible for maki
- Page 120 and 121: Global Corporate Governance: Invest
- Page 122 and 123: 13. The Proxy Group will review the
- Page 126 and 127: T. Rowe Price has adopted these Pro
- Page 128 and 129: shareholders and the effect on shar
- Page 130 and 131: portfolio company could have influe
- Page 132 and 133: The Proxy Voting Service will refer
- Page 134 and 135: that substantially differs from dom
- Page 136 and 137: 15. Janus will generally vote in fa
- Page 138 and 139: 46. For shareholder proposals outsi
- Page 140 and 141: 2. Staggered BoardIf a company has
- Page 142 and 143: proposed for a legitimate business
- Page 144 and 145: APPENDIX G - Portfolio Holdings Dis
- Page 146: ICP Securities LLCIntermonte Securi