payment of principal will be made to any class of sequential pay CMOs until all other classes havingan earlier final distribution date have been paid in full.In a typical CMO transaction, a corporation (“issuer”) issues multiple series (e.g., A, B, C, and Z)of CMO bonds (“Bonds”). Proceeds of the Bond offering are used to purchase mortgages ormortgage pass-through certificates (“Collateral”). The Collateral is pledged to a third party trustee assecurity for the Bonds. Principal and interest payments from the Collateral are used to pay principalon the Bonds in the order Series A, B, C, and Z Bonds. The Series A, B, and C Bonds all bear currentinterest. Interest on the Series Z Bond is currently being paid off. When the Series A, B, and C Bondare paid in full, interest and principal on the Series Z Bond begins to be paid currently. CMOs maybe less liquid and may exhibit greater price volatility than other types of mortgage- and asset-backedsecurities.Commercial Mortgage-Backed Securities. Commerical mortgage-backed securities includesecurities that reflect an interest in, and are secured by, mortgage loans on commercial real property.The market for commercial mortgage-backed securities developed more recently and in terms of totaloutstanding principal amount of issues is relatively small compared to the market for residentialsingle-family mortgage-backed securities. Many of the risks of investing in commercial mortgagebackedsecurities reflect the risks of investing in the real estate securing the underlying mortgageloans. These risks reflect the effects of local and other economic conditions on real estate markets,the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants.Commercial mortgage-backed securities may be less liquid and exhibit greater price volatility thanother types of mortgage- or asset-backed securities.Other Mortgage Related Securities. Other mortgage related securities include securities other thanthose described above that directly or indirectly represent a participation in, or are secured by andpayable from, mortgage loans on real property, including mortgage dollar rolls, CMO residuals orstripped mortgage-backed securities (“SMBS”). Other mortgage related securities may be equity ordebt securities issued by agencies or instrumentalities of the U.S. Government or by privateoriginators of, or investors in, mortgage loans, including savings and loan association, homebuilders,mortgage banks, commercial banks, investment banks, partnerships, trusts and special purposeentities of the foregoing.CMO Residuals. CMO residuals are mortgage securities issued by agencies or instrumentalitiesof the U.S. Government or by private originators of, or investors in, mortgage loans, includingsavings and loan associations, homebuilders, mortgage banks, commercial banks, investment banksand special purpose entities of the foregoing.The cash flow generated by the mortgage assets underlying a series of CMOs is applied first tomake required payment of principal and interest on the CMOs and second to pay the relatedadministrative expenses and any management fee of the insurer. The residual in a CMO structuregenerally represents the interest in any excess cash flow remaining after making the foregoingpayments. Each payment of such excess cash flow to a holder of a related CMO residual representsincome and/or a return of capital. The amount of residual cash flow resulting from a CMO willdepend on, among other things, the characteristics of the mortgage assets, the coupon rate of eachclass of CMO, prevailing interest rates, the amount of administrative expenses and the prepaymentexperience on the mortgage assets. In particular, the yield to maturity on CMO residuals is extremelysensitive to prepayments on the related underlying mortgage assets, in the same manner as an interestonly(“IO”) class of stripped mortgage-backed securities. See “Other Mortgage Related Securities-Stripped Mortgage-Backed Securities.” In addition, if a series of a CMO includes a class that bearsinterest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremelysensitive to changes in the level of the index upon which interest rate adjustments are based. Asdescribed below with respect to stripped mortgage-backed securities, in certain circumstances aPortfolio may fail to recoup fully its initial investment in a CMO residual.B-26
CMO residuals are generally purchased and sold by institutional investors through severalinvestment banking firms acting as brokers or dealers. The CMO residual market has only veryrecently developed and CMO residuals currently may not have the liquidity of other more establishedsecurities trading in other markets. Transactions in CMO residuals are generally completed only aftercareful review of the characteristics of the securities in question. In addition, CMO residuals may, orpursuant to an exemption therefrom, may not have been registered under the Securities Act of 1933,as amended (the “1933 Act”). CMO residuals, whether or not registered under the 1933 Act, may besubject to certain restrictions on transferability, and may be deemed “illiquid” and subject to aPortfolio’s limitations on investment in illiquid securities.Adjustable Rate Mortgage-Backed Securities. Adjustable rate mortgage-backed securities(“ARMBSs”) have interest rates that reset at periodic intervals. Acquiring ARMBSs permits aPortfolio to participate in increases in prevailing current interest rates through periodic adjustments inthe coupons of mortgages underlying the pool on which ARMBSs are based. Such ARMBSsgenerally have higher current yield and lower price fluctuations than is the case with more traditionalfixed income debt securities of comparable rating and maturity. In addition, when prepayments ofprincipal are made on the underlying mortgages during periods of rising interest rates, a Portfolio canreinvest the proceeds of such prepayments at rates higher than those at which they were previouslyinvested. Mortgages underlying most ARMBSs, however, have a limit on the allowable annual oflifetime increase that can be made in the interest rate that the mortgagor pays. Therefore, if currentinterest rates rise above such limits over the period of the limitations, a Portfolio holding an ARMBSdoes not benefit from further increases in interest rates. Moreover, when interest rates are in excessof coupon rates (i.e., rates being paid by mortgagors) of the mortgages, ARMBSs behave more likefixed income securities and less like adjustable rate securities and are subject to the risks associatedwith fixed income securities. In addition, during periods of rising interest rates, increases in thecoupon rate mortgages generally lag current market interest rates slightly, thereby creating thepotential for capital depreciation on such securities.Stripped Mortgage-Backed Securities. SMBS are derivative multi-class mortgage securities.SMBS may be issued by agencies or instrumentalities of the U.S. Government, or by privateoriginators of, or investors in, mortgage loans, including savings and loan associations, mortgagebanks, commercial banks, investment banks and special purpose entities of the foregoing.SMBS are usually structured with two classes that receive different proportions of the interest andprincipal distributions on a pool of mortgage assets. A common type of SMBS will have one classreceiving some of the interest and most of the principal from the mortgage assets, while the otherclass will receive all of the interest (the “IO” class), while the other class will receive all of theprincipal (the “PO” class). The yield to maturity on an IO class is extremely sensitive to the rate ofprincipal payments (including prepayments) on the related underlying mortgage assets, and a rapidrate of principal payments may have a material adverse effect on a Portfolio’s yield to maturity fromthese securities. If the underlying mortgage assets experience greater than anticipated prepayments ofprincipal, a Portfolio may fail to recoup some or all of its initial investment in these securities even ifthe security is in one of the highest rating categories.Although SMBS are purchased and sold by institutional investors through several investmentbanking firms acting as brokers or dealers, these securities were only recently developed. As a result,established trading markets have not yet developed and, accordingly, these securities may be deemed“illiquid” and subject to a Portfolio’s limitations on investment in illiquid securities.Collateralized Debt Obligations. The Portfolios may invest in collateralized debt obligations(“CDOs”), which includes collateralized bond obligations (“CBOs”), collateralized loan obligations(“CLOs”) and other similarly structured securities. CBOs and CLOs are types of asset-backedsecurities. A CBO is a trust which is backed by a diversified pool of high risk, below investmentgrade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which mayinclude, among others, domestic and foreign senior secured loans, senior unsecured loans, andB-27
- Page 4: APPENDIX F - Proxy Voting Policies
- Page 9 and 10: stocks that make up that index. Str
- Page 11 and 12: Interest rate swaps do not involve
- Page 13 and 14: the Adviser or Sub-Adviser will not
- Page 17 and 18: Forward Contracts. The Portfolios m
- Page 19 and 20: principal amount as the call writte
- Page 21 and 22: Options on Foreign Currencies. The
- Page 23 and 24: securities. The issuers of the unde
- Page 25: the former pools. However, timely p
- Page 29: utilize the underlying assets may r
- Page 32 and 33: include range floaters which are a
- Page 34 and 35: par unless the price of the underly
- Page 36 and 37: to changes in interest rates genera
- Page 38 and 39: corresponding floaters. The underly
- Page 40 and 41: A Portfolio will not enter into suc
- Page 42 and 43: egulations. The presence of an issu
- Page 44 and 45: Portfolio TurnoverPortfolio turnove
- Page 46 and 47: The ability of the Portfolio to ach
- Page 48 and 49: Advisors, LLC, in accordance with t
- Page 50 and 51: OWNERSHIP OF SHARES OF THE FUNDAll
- Page 52 and 53: on the next $50 million, 0.50% on t
- Page 54 and 55: Independent Registered Public Accou
- Page 56 and 57: Name of Portfolio 2008 2007 2006Int
- Page 58 and 59: Broker High Yield Bond BalancedAsse
- Page 60 and 61: and cost of trade execution of Port
- Page 62 and 63: Effective April 30, 2008, the Fund
- Page 64 and 65: TAXES AND DIVIDENDSEach Portfolio i
- Page 66 and 67: APPENDIX A - Credit RatingsDescript
- Page 68 and 69: F2Good credit quality. A satisfacto
- Page 70 and 71: . Moody’s Commercial Paper (short
- Page 72 and 73: Plus (+) or minus (-)The ratings fr
- Page 74 and 75: APPENDIX B - Directors and Officers
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Name, Address, andYear of BirthDavi
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APPENDIX C - Ownership of Shares of
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SMALL CAP VALUE PORTFOLIOGeneral Ac
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APPENDIX D - Portfolio ManagersOthe
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PortfolioManager(s)FundRegisteredIn
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Compensation of Portfolio ManagersM
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management firms. Performance is pr
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Portfolio managers are eligible for
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PortfolioPortfolio Manager(s)Dollar
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On August 25, 2005, the Court enter
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MSA’s Equity Trading Department s
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ERISA ClientsIn the case of client
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Shareholder Ability to Call Special
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• Exercise price• Participation
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Amend Quorum RequirementsVote propo
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Vote proposals to increase blank ch
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employees of Investment Manager and
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will not support the position of a
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company specifies the voting, divid
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egarding whether Investment Manager
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3. The issuer is an entity particip
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manager(s) are responsible for maki
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Global Corporate Governance: Invest
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13. The Proxy Group will review the
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determined by those investment comm
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T. Rowe Price has adopted these Pro
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shareholders and the effect on shar
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portfolio company could have influe
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The Proxy Voting Service will refer
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that substantially differs from dom
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15. Janus will generally vote in fa
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46. For shareholder proposals outsi
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2. Staggered BoardIf a company has
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proposed for a legitimate business
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APPENDIX G - Portfolio Holdings Dis
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ICP Securities LLCIntermonte Securi