T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
ARTICLES OF INCORPORATION
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FIRST: THE UNDERSIGNED, Henry H. Hopkins, whose address is 100 East Pratt
Street, Baltimore, Maryland 21202, being at least eighteen years of age, acting
as incorporator, does hereby form a corporation under the General Laws of the
State of Maryland.
SECOND: (a) The name of the corporation (which is hereinafter called the
"CORPORATION") is:
T. Rowe Price Global Technology Fund, Inc.
(b)
The Corporation acknowledges that it is adopting its corporate name through
permission of T. Rowe Price Associates, Inc., a Maryland corporation
(hereinafter referred to as "PRICE ASSOCIATES"), and acknowledges that Price
Associates has the sole and exclusive right to use or license the use of the
name "T. Rowe Price" in commerce. The Corporation agrees that if at any time and
for any cause, the investment adviser or distributor of the Corporation ceases
to be Price Associates or an affiliate of Price Associates, the Corporation
shall at the written request of Price Associates take all requisite action to
amend its charter to eliminate the name "T. Rowe Price" from the Corporation's
corporate name and from the designations of its shares of capital stock. The
Corporation further acknowledges that Price Associates reserves the right to
grant the non-exclusive right to use the name "T. Rowe Price" to any other
corporation, including other investment companies, whether now in existence or
hereafter created.
THIRD: (a) The purposes for which the Corporation is formed and the business and
objects to be carried on and promoted by it are:
(1)
To engage generally in the business of investing, reinvesting, owning, holding
or trading in securities, as defined in the Investment Company Act of 1940, as
from time to time amended (hereinafter referred to as the "INVESTMENT COMPANY
ACT"), as an investment company classified under the Investment Company Act as a
management company.
(2)
To engage in any one or more businesses or transactions, or to acquire all or
any portion of any entity engaged in any one or more businesses or transactions,
which the Board of Directors may from time to time authorize or approve, whether
or not related to the business described elsewhere in this Article or to any
other business at the time or theretofore engaged in by the Corporation.
(b) The foregoing enumerated purposes and objects shall be in no way
limited or restricted by reference to, or inference from, the terms of any other
clause of this or any other Article of the charter of the Corporation, and each
shall be regarded as independent; and they are intended to be and shall be
construed as powers as well as purposes and objects of the Corporation and shall
be in
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addition to, and not in limitation of, the general powers of corporations under
the General Laws of the State of Maryland.
FOURTH: The present address of the principal office of the Corporation in this
State is:
100 East Pratt Street
Baltimore, Maryland 21202
FIFTH: The name and address of the resident agent of the Corporation in this
State are:
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
Said resident agent is a citizen of the State of Maryland, and actually
resides therein.
SIXTH: (a) The total number of shares of stock of all classes and series which
the Corporation initially has authority to issue is One Billion (1,000,000,000)
shares of capital stock (par value $0.0001 per share), amounting in aggregate
par value to One Hundred Thousand Dollars ($100,000). All of such shares are
initially classified as "COMMON STOCK" of the "T. ROWE PRICE GLOBAL TECHNOLOGY"
series. The Board of Directors may classify and reclassify any unissued shares
of capital stock (whether or not such shares have been previously classified or
reclassified) by setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption of such shares of stock.
(b) The following is a description of the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the shares of Common
Stock classified as the "T. ROWE PRICE GLOBAL TECHNOLOGY" series and any
additional series of Common Stock of the Corporation (unless provided otherwise
by the Board of Directors with respect to any such additional series at the time
it is established and designated):
(1)
ASSETS BELONGING TO SERIES. All consideration received by the Corporation from
the issue or sale of shares of a particular series, together with all assets in
which such consideration is invested or reinvested, all income, earnings,
profits and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any investment or reinvestment of such proceeds in whatever form the same may
be, shall irrevocably belong to that series for all purposes, subject only to
the rights of creditors, and shall be so recorded upon the books of account of
the Corporation. Such consideration, assets, income, earnings, profits and
proceeds, together with any General Items allocated to that series as provided
in the following sentence, are herein referred to collectively as "assets
belonging to" that series. In the event that there are any assets, income,
earnings, profits or proceeds which are not readily identifiable as belonging to
any particular series (collectively, "GENERAL ITEMS"), such General Items shall
be allocated by or under the supervision of the Board of Directors to and among
any one or more of the series established and designated from time to time in
such manner and on such basis as the Board of Directors, in its sole discretion,
deems fair and equitable; and any General Items so
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allocated to a particular series shall belong to that series. Each such
allocation by the Board of Directors shall be conclusive and binding for all
purposes.
(2)
LIABILITIES OF SERIES. The assets belonging to each particular series shall be
charged with the liabilities of the Corporation in respect of that series and
all expenses, costs, charges and reserves attributable to that series, and any
general liabilities, expenses, costs, charges or reserves of the Corporation
which are not readily identifiable as pertaining to any particular series, shall
be allocated and charged by or under the supervision of the Board of Directors
to and among any one or more of the series established and designated from time
to time in such manner and on such basis as the Board of Directors, in its sole
discretion, deems fair and equitable. The liabilities, expenses, costs, charges
and reserves allocated and so charged to a series are herein referred to
collectively as "liabilities of" that series. Each allocation of liabilities,
expenses, costs, charges and reserves by or under the supervision of the Board
of Directors shall be conclusive and binding for all purposes.
(3)
DIVIDENDS AND DISTRIBUTIONS. Dividends and capital gains distributions on shares
of a particular series may be paid with such frequency, in such form and in such
amount as the Board of Directors may determine by resolution adopted from time
to time, or pursuant to a standing resolution or resolutions adopted only once
or with such frequency as the Board of Directors may determine, after providing
for actual and accrued liabilities of that series. All dividends on shares of a
particular series shall be paid only out of the income belonging to that series
and all capital gains distributions on shares of a particular series shall be
paid only out of the capital gains belonging to that series. All dividends and
distributions on shares of a particular series shall be distributed pro rata to
the holders of that series in proportion to the number of shares of that series
held by such holders at the date and time of record established for the payment
of such dividends or distributions, except that in connection with any dividend
or distribution program or procedure, the Board of Directors may determine that
no dividend or distribution shall be payable on shares as to which the
shareholder's purchase order and/or payment have not been received by the time
or times established by the Board of Directors under such program or procedure.
Dividends and distributions may be paid in cash, property or additional
shares of the same or another series, or a combination thereof, as determined by
the Board of Directors or pursuant to any program that the Board of Directors
may have in effect at the time for the election by shareholders of the form in
which dividends or distributions are to be paid. Any such dividend or
distribution paid in shares shall be paid at the current net asset value
thereof.
(4)
VOTING. On each matter submitted to a vote of the shareholders, each holder of
shares shall be entitled to one vote for each share standing in his name on the
books of the Corporation, irrespective of the series thereof, and all shares of
all series shall vote as a single class ("SINGLE CLASS VOTING"); provided,
however, that (i) as to any matter with respect to which a separate vote of any
series is required by the Investment Company Act or by the Maryland General
Corporation Law, such requirement as to a separate vote by that series shall
apply in lieu of Single Class Voting; (ii) in the event that the separate vote
requirement referred to in (i) above applies with respect to one or more series,
then, subject to (iii) below, the shares of all other series shall vote as a
single class; and (iii) as to any matter which does not affect the interest of a
particular series, including liquidation of another series as described in
subsection (7) below, only the holders of shares of the one or more affected
series shall be entitled to vote.
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(5)
REDEMPTION BY SHAREHOLDERS. Each holder of shares of a particular series shall
have the right at such times as may be permitted by the Corporation to require
the Corporation to redeem all or any part of his shares of that series, at a
redemption price per share equal to the net asset value per share of that series
next determined after the shares are properly tendered for redemption, less such
redemption fee or sales charge, if any, as may be established by the Board of
Directors in its sole discretion and disclosed in the current Prospectus or
Statement of Additional Information for the Corporation. Payment of the
redemption price shall be in cash; provided, however, that if the Board of
Directors determines, which determination shall be conclusive, that conditions
exist which make payment wholly in cash unwise or undesirable, the Corporation
may, to the extent and in the manner permitted by the Investment Company Act,
make payment wholly or partly in securities or other assets belonging to the
series of which the shares being redeemed are a part, at the value of such
securities or assets used in such determination of net asset value.
Notwithstanding the foregoing, the Corporation may postpone payment of the
redemption price and may suspend the right of the holders of shares of any
series to require the Corporation to redeem shares of that series during any
period or at any time when and to the extent permissible under the Investment
Company Act.
(6)
REDEMPTION BY CORPORATION. The Board of Directors may cause the Corporation to
redeem at net asset value the shares of any series from a holder (i) if the
Board of Directors of the Corporation determines in its sole discretion that
failure to so redeem such shares may have materially adverse consequences to the
holders of shares of the Corporation or any series, or (ii) upon such other
conditions with respect to the maintenance of shareholder accounts of a minimum
amount as may from time to time be established by the Board of Directors in its
sole discretion and disclosed in the Prospectus or Statement of Additional
Information for the Corporation.
(7)LIQUIDATION. In the event of the liquidation of a particular series, the
shareholders of the series that is being liquidated shall be entitled to
receive, as a class, when and as declared by the Board of Directors, the excess
of the assets belonging to that series over the liabilities of that series. The
holders of shares of any particular series shall not be entitled thereby to any
distribution upon liquidation of any other series. The assets so distributable
to the shareholders of any particular series shall be distributed among such
shareholders in proportion to the number of shares of that series held by them
and recorded on the books of the Corporation. The liquidation of any particular
series in which there are shares then outstanding may be authorized by vote of a
majority of the Board of Directors then in office, subject to the approval of a
majority of the outstanding voting securities of that series, as defined in the
Investment Company Act, and without the vote of the holders of shares of any
other series. The liquidation of a particular series may be accomplished, in
whole or in part, by the transfer of assets of such series to another series or
by the exchange of shares of such series for the shares of another series.
(8)
NET ASSET VALUE PER SHARE. The net asset value per share of any series shall be
the quotient obtained by dividing the value of the net assets of that series
(being the value of the assets belonging to that series less the liabilities of
that series) by the total number of shares of that series outstanding, all as
determined by or under the direction of the Board of Directors in accordance
with generally accepted accounting principles and the Investment Company Act.
Subject to the applicable provisions of the Investment Company Act, the Board of
Directors, in its sole discretion, may prescribe and shall set forth in the
By-Laws of the Corporation or in a duly adopted resolution of the
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Board of Directors such bases and times for determining the value of the assets
belonging to, and the net asset value per share of outstanding shares of, each
series, or the net income attributable to such shares, as the Board of Directors
deems necessary or desirable. The Board of Directors shall have full discretion,
to the extent not inconsistent with the Maryland General Corporation Law and the
Investment Company Act, to determine which items shall be treated as income and
which items as capital and whether any item of expense shall be charged to
income or capital. Each such determination and allocation shall be conclusive
and binding for all purposes.
The Board of Directors may determine to maintain the net asset value per
share of any series at a designated constant dollar amount and in connection
therewith may adopt procedures not inconsistent with the Investment Company Act
for the continuing declaration of income attributable to that series as
dividends and for the handling of any losses attributable to that series. Such
procedures may provide that in the event of any loss, each shareholder shall be
deemed to have contributed to the capital of the Corporation attributable to
that series his pro rata portion of the total number of shares required to be
canceled in order to permit the net asset value per share of that series to be
maintained, after reflecting such loss, at the designated constant dollar
amount. Each shareholder of the Corporation shall be deemed to have agreed, by
his investment in any series with respect to which the Board of Directors shall
have adopted any such procedure, to make the contribution referred to in the
preceding sentence in the event of any such loss.
(9)
CONVERSION OR EXCHANGE RIGHTS. Subject to compliance with the requirements of
the Investment Company Act, the Board of Directors shall have the authority to
provide that holders of shares of any series shall have the right to convert or
exchange said shares into shares of one or more other classes or series of
shares in accordance with such requirements and procedures as may be established
by the Board of Directors and as disclosed in the Corporation's current
Prospectus or Statement of Additional Information.
(c) The shares of Common Stock of the Corporation, or of any series of
Common Stock of the Corporation to the extent such Common Stock is divided into
series, may be further subdivided into classes (which may, for convenience of
reference be referred to a term other than "class"). Unless otherwise provided
in the Articles Supplementary establishing such classes, all such shares, or all
shares of a series of Common Stock in a series, shall have identical voting,
dividend, and liquidation rights. Shares of the classes shall also be subject to
such front-end sales loads, contingent deferred sales charges, expenses
(including, without limitation, distribution expenses under a Rule 12b-1 plan
and administrative expenses under an administration or service agreement, plan
or other arrangement, however designated), conversion rights, and class voting
rights as shall be consistent with Maryland law, the Investment Company Act of
1940, and the rules and regulations of the National Association of Securities
Dealers and shall be contained in Articles Supplementary establishing such
classes.
(d) For the purposes hereof and of any articles supplementary to the
charter providing for the classification or reclassification of any shares of
capital stock or of any other charter document of the Corporation (unless
otherwise provided in any such articles or document), any class or series of
stock of the Corporation shall be deemed to rank:
(1)
prior to another class or series either as to dividends or upon liquidation, if
the holders of such class or series shall be entitled to the receipt of
dividends or of amounts distributable on
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liquidation, dissolution or winding up, as the case may be, in preference or
priority to holders of such other class or series;
(2)on a parity with another class or series either as to dividends or upon
liquidation, whether or not the dividend rates, dividend payment dates or
redemption or liquidation price per share thereof be different from those of
such others, if the holders of such class or series of stock shall be entitled
to receipt of dividends or amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in proportion to their respective dividend
rates or redemption or liquidation prices, without preference or priority over
the holders of such other class or series; and
(3)
junior to another class or series either as to dividends or upon liquidation, if
the rights of the holders of such class or series shall be subject or
subordinate to the rights of the holders of such other class or series in
respect of the receipt of dividends or the amounts distributable upon
liquidation, dissolution or winding up, as the case may be.
(e) Unless otherwise prohibited by law, so long as the Corporation is
registered as an open-end management investment company under the Investment
Company Act, the Board of Directors shall have the power and authority, without
the approval of the holders of any outstanding shares, to increase or decrease
the number of shares of capital stock or the number of shares of capital stock
of any class or series that the Corporation has authority to issue.
(f) The Corporation may issue and sell fractions of shares of capital stock
having pro rata all the rights of full shares, including, without limitation,
the right to vote and to receive dividends, and wherever the words "share" or
"shares" are used in the charter or By-Laws of the Corporation, they shall be
deemed to include fractions of shares, where the context does not clearly
indicate that only full shares are intended.
(g)
The Corporation shall not be obligated to issue certificates representing shares
of any class or series of capital stock. At the time of issue or transfer of
shares without certificates, the Corporation shall provide the shareholder with
such information as may be required under the Maryland General Corporation Law.
SEVENTH: The number of directors of the Corporation shall initially be one (1),
which number may be increased or decreased pursuant to the By-Laws of the
Corporation, but shall never be less than the minimum number permitted by the
General Laws of the State of Maryland now or hereafter in force. James S. Riepe
shall serve as director until the first annual meeting and until his successor
or successors are elected and qualified.
EIGHTH: (a) The following provisions are hereby adopted for the purpose of
defining, limiting, and regulating the powers of the Corporation and of the
directors and shareholders:
(1)
The Board of Directors is hereby empowered to authorize the issuance from time
to time of shares of its stock of any class or series, whether now or hereafter
authorized, or securities convertible into shares of its stock of any class or
series, whether now or hereafter authorized, for such consideration as may be
deemed advisable by the Board of Directors and without any action by the
shareholders.
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(2)
No holder of any stock or any other securities of the Corporation, whether now
or hereafter authorized, shall have any preemptive right to subscribe for or
purchase any stock or any other securities of the Corporation other than such,
if any, as the Board of Directors, in its sole discretion, may determine and at
such price or prices and upon such other terms as the Board of Directors, in its
sole discretion, may fix; and any stock or other securities which the Board of
Directors may determine to offer for subscription may, as the Board of Directors
in its sole discretion shall determine, be offered to the holders of any class,
series or type of stock or other securities at the time outstanding to the
exclusion of the holders of any or all other classes, series or types of stock
or other securities at the time outstanding.
(3)
The Board of Directors of the Corporation shall, consistent with applicable law,
have power in its sole discretion to determine from time to time in accordance
with sound accounting practice or other reasonable valuation methods what
constitutes annual or other net profits, earnings, surplus, or net assets in
excess of capital; to determine that retained earnings or surplus shall remain
in the hands of the Corporation; to set apart out of any funds of the
Corporation such reserve or reserves in such amount or amounts and for such
proper purpose or purposes as it shall determine and to abolish any such reserve
or any part thereof; to distribute and pay distributions or dividends in stock,
cash or other securities or property, out of surplus or any other funds or
amounts legally available therefor, at such times and to the shareholders of
record on such dates as it may, from time to time, determine; and to determine
whether and to what extent and at what times and places and under what
conditions and regulations the books, accounts and documents of the Corporation,
or any of them, shall be open to the inspection of shareholders, except as
otherwise provided by statute or by the By-Laws, and, except as so provided, no
shareholder shall have any right to inspect any book, account or document of the
Corporation unless authorized so to do by resolution of the Board of Directors.
(4)
Notwithstanding any provision of law requiring the authorization of any action
by a greater proportion than a majority of the total number of shares of all
classes and series of capital stock or of the total number of shares of any
class or series of capital stock entitled to vote as a separate class, such
action shall be valid and effective if authorized by the affirmative vote of the
holders of a majority of the total number of shares of all classes and series
outstanding and entitled to vote thereon, or of the class or series entitled to
vote thereon as a separate class, as the case may be, except as otherwise
provided in the charter of the Corporation.
(5)
The Corporation shall indemnify (i) its directors and officers, whether serving
the Corporation or at its request any other entity, to the full extent required
or permitted by the General Laws of the State of Maryland now or hereafter in
force, including the advance of expenses under the procedures and to the full
extent permitted by law, and (ii) other employees and agents to such further
extent as shall be authorized by the Board of Directors or the By-Laws and as
permitted by law. Nothing contained herein shall be construed to protect any
director or officer of the Corporation against any liability to the Corporation
or its security holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such by-laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by
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law. No amendment of the charter of the Corporation or repeal of any of its
provisions shall limit or eliminate the right of indemnification provided
hereunder with respect to acts or omissions occurring prior to such amendment or
repeal.
(6)
To the fullest extent permitted by Maryland statutory or decisional law, as
amended or interpreted, and the Investment Company Act, no director or officer
of the Corporation shall be personally liable to the Corporation or its
shareholders for money damages; provided, however, that nothing herein shall be
construed to protect any director or officer of the Corporation against any
liability to the Corporation or its security holders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office. No
amendment of the charter of the Corporation or repeal of any of its provisions
shall limit or eliminate the limitation of liability provided to directors and
officers hereunder with respect to any act or omission occurring prior to such
amendment or repeal.
(7)
The Corporation reserves the right from time to time to make any amendments of
its charter which may now or hereafter be authorized by law, including any
amendments changing the terms or contract rights, as expressly set forth in its
charter, of any of its outstanding stock by classification, reclassification or
otherwise.
(b) The enumeration and definition of particular powers of the Board of
Directors included in the foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other clause of this or any
other Article of the charter of the Corporation, or construed as or deemed by
inference or otherwise in any manner to exclude or limit any powers conferred
upon the Board of Directors under the General Laws of the State of Maryland now
or hereafter in force.
NINTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation, acknowledging
the same to be my act, on this 19th day of June, 2000.
Witness:
/s/Patricia B. Lippert /s/Henry H. Hopkins
__________________________ __________________________________
Patricia B. Lippert Henry H. Hopkins
