ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WARBURG, PINCUS INTERNATIONAL GROWTH FUND, INC.
HAL LIEBES and STUART J. COHEN, being Vice President and Secretary
and Assistant Secretary, respectively, of WARBURG, PINCUS INTERNATIONAL GROWTH
FUND, INC. (the "Corporation"), a corporation organized and existing under and
by virtue of the Maryland Corporation Law, DO HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation adopted the
following resolution at a meeting duly held on May 1, 2000, authorizing the
Corporation to change its name:
RESOLVED, that the name of the Maryland Corporation be, and hereby
is, changed from "Warburg, Pincus International Growth Fund, Inc." to "Credit
Suisse Institutional International Growth Fund, Inc." and that the officers of
the Corporation, or their designees, be, and each of them hereby is, authorized
and directed to execute and file Articles of Amendment to the Corporation's
Articles of Incorporation with the State of Maryland, and supplements or
revisions to the Fund's registration statement, and to do any and all such other
lawful acts as may be necessary or appropriate to perform and carry out the name
change.
SECOND: That pursuant to the above resolution of the Board of
Directors of the Corporation, effective as of May 10, 2000, the name of the
Corporation listed below be, and hereby is, changed as follows:
Current Name: Proposed Name:
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WARBURG, PINCUS INTERNATIONAL CREDIT SUISSE INSTITUTIONAL INTERNATIONAL
GROWTH FUND, INC. GROWTH FUND, INC.
THIRD: That the amendment is limited to a change expressly permitted
by ss. 2-605 of the Maryland General Corporation Law to be made without action
by the stockholders and that the Corporation is registered as an open-end
company under the Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, the undersigned have executed these Articles of
Amendment and do hereby acknowledge that it is the act and deed of each of them
and, under penalty of perjury, to the best of the knowledge, information and
belief of each of them, the matters and facts contained herein are true in all
material respects.
DATE: May 11, 2000 /s/ Hal Liebes
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Hal Liebes
Vice President and Secretary
ATTEST:
/s/ Stuart J. Cohen
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Stuart J. Cohen
Assistant Secretary
