2009 Aggregate Proxy Voting Summary

In this report, we summarize our proxy voting record for the 12-month period ended June 30, 2009. Our goal is to highlight some critical proxy issues of this period and offer insights into how we approach voting decisions on important corporate governance issues. This report is not an all-inclusive list of each proxy voted during the period, but rather a summary of the year's most important themes. In conjunction with this report, we have filed with the SEC and posted on www.troweprice.com each Price Fund's votes on all proxy proposals voted during the period.

At T. Rowe Price, proxy voting is an integral part of our investment process and a critical component of our fiduciary responsibility to our clients. When considering the voting items on our portfolio companies' proxies each year, we support actions we believe will enhance the value of the companies in which we invest, and we oppose actions or policies that we see as contrary to shareholders' interests.

Over the past year, market participants have experienced a bear market of historic proportions, credit and liquidity crises, unprecedented business failures and government-assisted reorganizations, and finally some promising signs of economic recovery. Due to the integration of our proxy voting and our investment processes, this market environment had a pronounced effect on the Price Funds' voting activity for the year. As part of our ongoing dialogue with the managements of the companies held in the Price Funds, we raise concerns where warranted about insufficient riskmanagement practices, poorly structured compensation programs, or the suboptimal use of resources during a downturn, to name a few examples. Such concerns are also reflected in our subsequent proxy voting decisions.

Election of directors

In the U.S., we generally support a board's nominees for director when the board is composed of at least a majority of independent directors and when those directors' performance in the prior year has not given us cause for concern. Where there is cause for concern, we vote against the reelection of an individual director, the members of a key board committee, or in some cases the entire board. Examples of situations where we believed shareholders were best served by voting to remove directors included:

• approving inappropriate executive compensation programs;
• adopting takeover defenses that put directors' interests ahead of shareholders';
• failure of a company's risk management controls;
• responding inadequately to the troubled business environment;
• maintaining outside business or family connections to the company while serving in key leadership positions on the board;
• implementing a policy or practice that we believe is a breach of basic standards of good corporate governance; and
• failing to consistently attend scheduled board meetings.

Elections of directors are by far the most common voting item on company proxies worldwide, representing more than 64 percent of our total number of voting decisions last year. Almost all of these elections are uncontested, meaning that there is only one nominee for each available board seat. Last year, in the U.S., we supported about 89% of the total director candidates nominated by the boards of our portfolio companies, compared with 92% the year before. Outside the U.S., we supported about 90% of the directors up for election.

As in past years, T. Rowe Price voted almost universally in favor of shareholder proposals calling for a majority vote for the election of directors. We believe majority voting has the potential to transform the U.S. system for electing corporate directors, increasing directors' accountability to shareholders. We believe directors should lose their board seats if they are not supported by at least a majority of their shareholders. We also strongly favor proposals to declassify company boards so that all directors stand for election annually instead of being named to staggered three-year terms. This year, we voted for 100% of management and shareholder proposals to elect every director annually.

Executive Compensation

T. Rowe Price believes that a company's incentive programs for executives, employees and directors should be aligned with the long-term interests of shareholders. Under the right conditions, we believe equity-based compensation plans can be an effective way to create that alignment of incentives. Ideally, we look for plans that provide incentives consistent with the company's stated strategic objectives.

We evaluate votes on amending or establishing equity-based plans on a case-by-case basis. In the 2008-2009 reporting period, we supported the adoption or amendment of executive compensation plans approximately 79% of the time for companies based in the U.S., and about 71% of the time for all other companies. We oppose compensation plans that, in our view, provide disproportionate awards to a few senior executives or have the potential to excessively dilute existing shareholders' stakes. Also, we oppose plans that give boards the ability to reprice out-of-the-money stock options without shareholder approval.

Shareholder proposals related to executive compensation are much more common at U.S.-based companies than in other countries. This year, at U.S.-based companies, the Price Funds supported such shareholder proposals about 60% of the time. We generally support well-crafted shareholder proposals that we believe would bring a company's compensation program into better alignment with shareholders' interests. Examples of such proposals include aligning executive pay to financial performance metrics and allowing shareholders to vote on executive retirement benefits and severance agreements. We do not support shareholder proposals that are overly prescriptive or would put the company at an unfair competitive disadvantage.

Mergers and Acquisitions

Most of the time, T. Rowe Price portfolio managers vote in favor of mergers and acquisitions after carefully considering whether the Price Funds would receive adequate compensation in exchange for their shares. In considering any merger or acquisition, we assess the value of our holdings in a long-term context and turn down offers that, in our view, underestimate the true underlying value of our funds' investment. This year, we voted against about 5% of proposed transactions across all funds.

Anti-takeover Provision

T. Rowe Price portfolio managers consistently vote to reduce or remove anti-takeover devices in our portfolio companies. We oppose the introduction of shareholder rights plans (so-called "poison pills") because they have the potential to impede an enterprise from realizing its full market value and because they can create a conflict of interest between directors and the shareholders they represent. We routinely vote against directors of any company that adopts a poison pill, and we support shareholder proposals calling for companies to subject any poison pill to shareholder approval.

In some markets outside the U.S., a growing level of shareholder activism and some regulatory changes have resulted in many companies attempting to put poison pills or other anti-takeover devices into place. We vote against such proposals in an overwhelming majority of cases.

Separate chairman and CEO

In the U.S. last year, T. Rowe Price voted in favor of about 67% of proposals to separate the roles of Chairman and CEO. We consider the need for an independent Chairman on a case-by-case basis. In many instances we find the presence of a strong independent board and a designated lead independent director to be adequate safeguards for shareholders' interests. In cases where adequate safeguards are not in place, we support shareholder proposals calling for a separation of the roles.

Social and environmental proposal

It is often very difficult to assess the potential economic impact that socially oriented shareholder proposals would have on our portfolio companies. T. Rowe Price evaluates all social and environmental shareholder proposals on a case-by-case basis, and we support those resolutions that address potentially material economic risks for a company that have not, in our opinion, been adequately addressed by management. This year, we supported about 26% of shareholder proposals on environmental issues, and 17% of socially oriented proposals.

Following is a broad summary of some of our proxy voting patterns and results for the 12-month period ended June 30, 2009. Ultimately, the chairperson of each fund's Investment Advisory Committee is responsible for deciding and voting on the proxy proposals of companies in his or her fund.