Exhibit a
ARTICLES OF INCORPORATION
OF
COLUMBIA TECHNOLOGY FUND, INC.
ARTICLE I
The name of the Corporation is Columbia Technology Fund, Inc.
ARTICLE II
The purposes for which the Corporation is organized are:
A. To conduct and carry on the business of an open-end investment
company of the management type under the Investment Company Act of 1940; and
B. To engage in any other lawful activity for which corporations
may be organized under the Oregon Business Corporation Act.
ARTICLE III
The Corporation is authorized to issue 100,000,000 shares.
ARTICLE IV
A. Except as otherwise provided in this Article, a shareholder may
require the Corporation to redeem all or any part of shares of the Corporation
upon deposit of the shares for redemption, in the manner and in accordance with
the conditions prescribed by the Board of Directors. Shares deposited for
redemption shall be redeemed by the Corporation at the redemption price for the
shares as determined in the manner set out in this Article.
B. The redemption price per share shall be the net asset value per
share (the total value of the assets of the Corporation less, to the extent
determined pursuant to the direction of the Board of Directors, all debts,
obligations, and liabilities of the Corporation, divided by the number of shares
outstanding), as determined by the Board of Directors, less the redemption fee
or other charge, if any, fixed by the Board of Directors in accordance with the
Investment Company Act of 1940. The net asset value per share shall be
determined on all days on which the New York Stock Exchange is open for business
and at such other time or times as the Board of Directors designates, unless
such determination is suspended.
C. The Board of Directors shall, in its absolute discretion, establish
from time to time the method for determining the net asset value per share of
the Corporation's shares. The Board of Directors may suspend the determination
of net
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asset value for all or any part of any period (i) during which the New
York Stock Exchange is closed other than customary weekend and holiday closings,
(ii) during which trading on the New York Stock Exchange is restricted, (iii)
during which an emergency exists as a result of which (a) the disposal by the
Corporation of investments owned by it is not reasonably practicable or (b) it
is not reasonably practicable for the Corporation fairly to determine the value
of its assets, or (iv) as the federal Securities and Exchange Commission or any
successor governmental authority may by order permit for the protection of
shareholders of the Corporation. Whenever the Board of Directors, by declaration
or resolution, has suspended the determination of net asset value pursuant to
this Article, the right of any shareholder to require the Corporation to redeem
shares shall be likewise suspended, despite deposit before suspension. When a
suspension is in effect, any shareholder may withdraw certificates from deposit
or may leave them on deposit, in which case the redemption price shall be the
net asset value next determined after the suspension is terminated.
D. In determining for the purposes of this Article the total value of
the assets of the Corporation, investments and any other assets of the
Corporation shall be valued in the manner determined from time to time by the
Board of Directors.
E. The right of any holder of shares redeemed by the Corporation to
receive dividends or distributions thereon and all other rights of such holder
with respect to such shares shall terminate when the redemption price of the
shares is determined, except for the right of the holder to receive (i) the
redemption price of the shares from the Corporation in accordance with the
provisions hereof and (ii) any dividend or distribution to which the holder had
previously become entitled as the record holder of shares on the record date for
the dividend or distribution.
F. Payment of the redemption price by the Corporation may be made
either in cash or in securities or other assets at the time owned by the
Corporation, or partly in cash and partly in securities or other assets at the
time owned by the Corporation. Any payment to be made in securities or other
assets of the Corporation shall be the value used in determining the redemption
price.
G. The obligation of the Corporation to redeem its shares hereunder is
conditional upon the ability of the Corporation to comply with the provisions of
the Oregon Business Corporation Act relating to distributions to shareholders by
means of share redemptions. The right to redeem shall terminate upon adoption of
a plan of liquidation or dissolution of the Corporation by the Board of
Directors.
H. The Corporation, either directly or through an agent, may repurchase
its shares, out of funds legally available therefor, upon the terms and
conditions and for the consideration as the Board of Directors deems advisable,
by agreement with the owner at a price not exceeding the net asset value per
share as determined by the Board of Directors at the time or times as the Board
of Directors designates, and the
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Corporation may take all other steps deemed necessary or advisable in connection
therewith.
I. The Corporation, pursuant to resolution of the Board of Directors,
may cause the redemption, upon the terms set forth in the resolution and in this
Article, of shares owned by shareholders whose shares have an aggregate net
asset value of $500 or less. Notwithstanding any other provision of this
Article, if certificates representing such shares have been issued, the
redemption price need not be paid by the Corporation until the certificates are
presented in proper form for transfer to the Corporation or the agent of the
Corporation appointed for that purpose; however, the redemption shall be
effective, in accordance with the resolution of the Board of Directors,
regardless of whether or not such presentation has been made.
J. The Board of Directors may delegate any of its powers and duties
under this Article with respect to appraisal of assets and liabilities and
determination of net asset value or with respect to suspension of the
determination of net asset value to an officer of the Corporation, the custodian
or depository of the Corporation's assets, or to the investment adviser of the
Corporation.
K. The obligations set forth in this Article may be suspended or
postponed as permitted pursuant to the Investment Company Act of 1940.
ARTICLE V
Any determination made in good faith and, so far as accounting
matters are involved, in accordance with generally accepted accounting
principles, by or pursuant to the direction of the Board of Directors, as to:
the amount and allocation of the assets, liabilities, income, expense, gain, or
loss of the Corporation; the amount of any reserves or charges set up and the
propriety thereof; the time of or purpose for creating such reserves or charges;
the use, alteration, or cancellation of any reserves or charges (whether or not
any debt, obligation, or liability for which such reserves or charges shall have
been created, shall have been paid or discharged, or shall be then or thereafter
required to be paid or discharged); the price or closing bid or asked price of
any investment owned or held by the Corporation; the amortized or market value
of any investment or fair value of any other asset of the Corporation; the fair
market value of assets accepted as consideration for shares; the number of
shares of the Corporation outstanding; the estimated expense to the Corporation
in connection with purchases of its shares; the ability to liquidate investments
in an orderly fashion; the extent to which it is practicable to deliver a
cross-section of the securities held in any portfolio of the Corporation in
payment for any shares pertaining to that portfolio; or any other matters
relating to the issue, sale, purchase, or other acquisition or disposition of
investments or shares of the Corporation shall be final and conclusive and shall
be binding upon the Corporation and all holders of its shares, past, present,
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and future; and shares of the Corporation are issued and sold on the condition
and understanding that any and all such determinations shall be binding as set
forth above.
ARTICLE VI
No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for conduct as a
director, provided that this Article shall not eliminate the liability of a
director for any act or omission for which such elimination of liability is not
permitted under the Oregon Business Corporation Act or the Investment Company
Act of 1940. No amendment to the Oregon Business Corporation Act that further
limits the acts or omissions for which elimination of liability is permitted
shall affect the liability of a director for any act or omission which occurs
prior to the effective date of the amendment.
ARTICLE VII
The Corporation shall indemnify to the fullest extent not
prohibited by law, including the Oregon Business Corporation Act and the
Investment Company Act of 1940, any person who is made, or threatened to be
made, a party to an action, suit or proceeding, whether civil, criminal,
administrative, investigative, or other (including an action, suit, or
proceeding by or in the right of the Corporation), by reason of the fact that
such person is or was a director or officer of the Corporation or a fiduciary
within the meaning of the Employee Retirement Income Security Act of 1974 with
respect to any employee benefit plan of the Corporation, or serves or served at
the request of the Corporation as a director or officer or as a fiduciary of an
employee benefit plan, of another corporation, partnership, joint venture,
trust, or other enterprise. The Corporation shall pay for or reimburse the
reasonable expenses incurred by any such person in any such proceeding in
advance of the final disposition of the proceeding if the person sets forth in
writing (i) the person's good faith belief that the person is entitled to
indemnification under this Article and (ii) the person's agreement to repay all
advances if it is ultimately determined that the person is not entitled to
indemnification under this Article. No amendment to this Article that limits the
Corporation's obligation to indemnify any person shall have any effect on such
obligation for any act or omission that occurs prior to the later of the
effective date of the amendment or the date notice of the amendment is given to
the person. This Article shall not be deemed exclusive of any other provisions
for indemnification or advancement of expenses of directors, officers,
employees, agents, and fiduciaries that may be included in any statute, bylaw,
agreement, general or specific action of the Board of Directors, vote of
shareholders, or other document or arrangement.
ARTICLE VIII
The Corporation shall not be required to hold an annual meeting of
shareholders.
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ARTICLE IX
The street address and the mailing address of the initial registered
office of the Corporation is 1301 SW Fifth Avenue, PO Box 1350, Portland, Oregon
97207 and the name of its initial registered agent at that address is Jeff B.
Curtis.
ARTICLE X
The name of the incorporator is Mark A. Wentzien, and the address of
the incorporator is 1300 SW Sixth Avenue, PO Box 1350, Portland, Oregon 97207.
ARTICLE XI
The mailing address for the Corporation for notices is 1301 SW Fifth
Avenue, PO Box 1350, Portland, Oregon 97207.
Executed: September 19, 2000.
MARK A. WENTZIEN
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Mark A. Wentzien, Incorporator
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