BYLAWS
OF
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
AS AMENDED:
APRIL 21, 2004
TABLE OF CONTENTS
Page
ARTICLE I.NAME OF CORPORATION, LOCATION OF OFFICES AND
SEAL1
1.01.Name1
1.02.Principal Office1
1.03.Seal1
ARTICLE II.SHAREHOLDERS1
2.01.Annual Meetings1
2.02.Special Meetings2
2.03.Place of Meetings2
2.04.Notice of Meetings2
2.05.Voting In General3
2.06.Shareholders Entitled to Vote3
2.07.Voting Proxies3
2.08.Quorum3
2.09.Absence of Quorum3
2.10.Stock Ledger and List of Shareholders4
2.11.Informal Action by Shareholders4
ARTICLE III.BOARD OF DIRECTORS4
3.01.Number and Term of Office4
3.02.Qualification of Directors4
3.03.Election of Directors5
3.04.Removal of Directors5
3.05.Vacancies and Newly Created Directorships5
3.06.General Powers5
3.07.Power to Issue and Sell Stock6
3.08.Power to Declare Dividends6
3.09.Annual and Regular Meetings6
3.10.Special Meetings6
3.11.Notice7
3.12.Waiver of Notice7
3.13.Quorum and Voting7
3.14.Conference Telephone7
- i -
3.15.Compensation7
3.16.Action Without a Meeting7
3.17.Director Emeritus7
ARTICLE IV.EXECUTIVE COMMITTEE AND OTHER COMMITTEES8
4.01.How Constituted8
4.02.Powers of the Executive Committee8
4.03.Other Committees of the Board of Directors8
4.04.Proceedings, Quorum and Manner of Acting8
4.05.Other Committees9
ARTICLE V.OFFICERS9
5.01.General9
5.02.Election, Term of Office and Qualifications9
5.03.Resignation9
5.04.Removal9
5.05.Vacancies and Newly Created Offices10
5.06.Chairman of the Board10
5.07.President10
5.08.Vice President10
5.09.Treasurer and Assistant Treasurers10
5.10.Secretary and Assistant Secretaries11
5.11.Subordinate Officers11
5.12.Remuneration11
ARTICLE VI.CUSTODY OF SECURITIES AND CASH12
6.01.Employment of a Custodian12
6.02.Central Certificate Service12
6.03.Cash Assets12
6.04.Free Cash Accounts12
6.05.Action Upon Termination of Custodian Agreement13
ARTICLE VII.EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES13
7.01.Execution of Instruments13
7.02.Voting of Securities13
- ii -
ARTICLE VIII.CAPITAL STOCK13
8.01.Ownership of Shares13
8.02.Transfer of Capital Stock14
8.03.Transfer Agents and Registrars14
8.04.Transfer Regulations14
8.05.Fixing of Record Date14
ARTICLE IX.FISCAL YEAR, ACCOUNTANT14
9.01.Fiscal Year14
9.02.Accountant15
ARTICLE X.INDEMNIFICATION AND INSURANCE15
10.01.Indemnification and Payment of Expenses in Advance15
10.02.Insurance of Officers, Directors, Employees and Agents17
ARTICLE XI.AMENDMENTS17
11.01.General17
11.02.By Shareholders Only17
ARTICLE XII.MISCELLANEOUS18
12.01Use of the Term "Annual Meeting"18
- iii -
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
(A Maryland Corporation)
BYLAWS
ARTICLE I
NAME OF CORPORATION,
LOCATION OF OFFICES AND SEAL
Section 1.01.Name: The name of the Corporation is T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
Section 1.02.Principal Office: The principal office of the Corporation in the State of Maryland shall be located in the City of Baltimore. The Corporation may, in addition, establish and maintain such other offices and places of business, within or outside the State of Maryland, as the Board of Directors may from time to time determine. [ MGCL, Sections 2-103(4), 2108(a)(1) ]
Section 1.03.Seal: The corporate seal of the Corporation shall be circular in form, and shall bear the name of the Corporation, the year of its incorporation, and the words "Corporate Seal, Maryland." The form of the seal shall be subject to alteration by the Board of Directors and the seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. In lieu of affixing the corporate seal to any document it shall be sufficient to meet the requirements of any law, rule, or regulation relating to a corporate seal to affix the word "(Seal)" adjacent to the signature of the authorized officer of the Corporation. Any officer or Director of the Corporation shall have authority to affix the corporate seal of the Corporation to any document requiring the same. [ MGCL, Sections 1-304(b), 2-103(3) ]
ARTICLE II
SHAREHOLDERS
Section 2.01.Annual Meetings: The Corporation shall not be required to hold an annual meeting of its shareholders in any year unless the Investment Company Act of 1940 requires an election of directors by shareholders. In the event that the Corporation shall be so required to hold an annual meeting, such meeting shall be held at a date and time set by the Board
1
of Directors, which date shall be no later than 120 days after the occurrence of the event requiring the meeting. Any shareholders` meeting held in accordance with the preceding sentence shall for all purposes constitute the annual meeting of shareholders for the fiscal year of the Corporation in which the meeting is held. At any such meeting, the shareholders shall elect directors to hold the offices of any directors who have held office for more than one year or who have been elected by the Board of Directors to fill vacancies which result from any cause. Except as the Articles of Incorporation or statute provides otherwise, Directors may transact any business within the powers of the Corporation as may properly come before the meeting. Any business of the Corporation may be transacted at the annual meeting without being specially designated in the notice, except such business as is specifically required by statute to be stated in the notice. [ MGCL, Section 2-501 ]
Section 2.02.Special Meetings: Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President, any Vice President, or by the Board of Directors. Special meetings of the shareholders shall be called by the Secretary on the written request of shareholders entitled to cast (a) in the case of a meeting for the purpose of removing a director, at least ten (10) percent and (b) in the case of a meeting for any other purpose, at least 25 percent, in each case of all the votes entitled to be cast at such meeting, provided that any such request shall state the purpose or purposes of the meeting and the matters proposed to be acted on, and the shareholders requesting the meeting shall have paid to the Corporation the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such shareholders. Unless requested by shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted upon at any special meeting of the shareholders held during the preceding twelve (12) months. [ MGCL, Section 2-502 ]
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