<PAGE>
ARTICLES OF INCORPORATION
OF
WARBURG, PINCUS GLOBAL FINANCIAL SERVICES FUND, INC.
ARTICLE I
INCORPORATOR
The undersigned, John H. Kim, whose post office address is c/o
Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019-6099,
being at least 18 years of age, does hereby act as an incorporator and forms a
corporation under the Maryland General Corporation Law.
ARTICLE II
NAME
The name of the corporation is Warburg, Pincus Global Financial
Services Fund, Inc. (the "Corporation").
ARTICLE III
PURPOSES AND POWERS
To conduct and carry on the business of an investment company.
(1) To hold, invest and reinvest its assets in securities and other
investments or to hold part or all of its assets in cash.
(2) To issue and sell shares of its capital stock in such amounts, on such
terms and conditions, for such purposes and for such amount or kind of
consideration as may now or hereafter be permitted by law.
(3) To redeem, purchase or acquire in any other manner, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or consent of
the stockholders of the Corporation) shares of its capital stock, in any
manner and to the extent now or hereafter permitted by law and by this
Charter.
(4) To do any and all additional acts and to exercise any and all additional
powers or rights as may be necessary, incidental, appropriate or desirable
for the accomplishment of all or any of the foregoing purposes.
(5) The Corporation shall be authorized to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations
by the Maryland General Corporation Law now or hereafter in force, and the
<PAGE>
enumeration of the foregoing shall not be deemed to exclude any powers,
rights or privileges so granted or conferred.
ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
The post office address of the principal office of the Corporation in
the State of Maryland is c/o The Corporation Trust Company Incorporated, 300
East Lombard Street, Baltimore, Maryland 21202. The name and address of the
resident agent of the Corporation in the State of Maryland is The Corporation
Trust Company Incorporated, a Maryland corporation, 300 East Lombard Street,
Baltimore, Maryland 21202.
ARTICLE V
CAPITAL STOCK
(1)
(A) The total number of shares of capital stock that the Corporation
shall have authority to issue is three billion (3,000,000,000)
shares, of the par value of one tenth of one cent ($.001) per share
and of the aggregate par value of three million dollars ($3,000,000),
all of which three billion (3,000,000,000) shares are designated
Common Stock.
(B)
(i) One billion (1,000,000,000) shares of Common Stock have been
divided into and classified initially as a series of Common
Stock, designated "Common Shares."
(ii) One billion (1,000,000,000) shares of Common Stock have been
divided into and classified initially as a series of Common
Stock, designated "Advisor Shares."
(iii) One billion (1,000,000,000) shares of Common Stock have been
divided into and classified initially as a series of Common
Stock, designated "Institutional Shares."
(C) Each Common Share will have the same preferences, conversion and
other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as
every other share of Common Stock, except that, subject to the
provisions of any governing order, rule or regulation issued pursuant
to the Investment Company Act of 1940, as amended (the "1940 Act"):
<PAGE>
(i) Common Shares will share equally with Common Stock
other than Common Shares ("Non-Common Shares") in the
income, earnings and profits derived from investment
and reinvestment of the assets belonging to the
Corporation and will be charged equally with Non-Common
Shares with the liabilities and expenses of the
Corporation, except that Common Shares will bear the
expense of payments made pursuant to any agreements
entered into by the Corporation pursuant to any
shareholder services plan and/or distribution plan
adopted by the Corporation with respect to Common
Shares;
(ii) On any matter submitted to a vote of shareholders of
the Corporation that pertains to the agreements or
expenses described in clause (C)(i) above (or to any
plan adopted by the Corporation relating to said
agreements or expenses), only Common Shares will be
entitled to vote, except that if said matter affects
Non-Common Shares, Non-Common Shares will also be
entitled to vote, and in such case Common Shares will
be voted in the aggregate together with such Non-Common
Shares and not by series except where otherwise
required by law. Common Shares will not be entitled to
vote on any matter that does not affect Common Shares
(except where otherwise required by law) even though
the matter is submitted to a vote of the holders of
Non-Common Shares; and
(iii) The Board of Directors of the Corporation in its sole
discretion may determine whether a matter affects a
particular class or series of Corporation shares.
(D) Each Institutional Share will have the same preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as
every other share of Common Stock, except that, subject to the
provisions of any governing order, rule or regulation issued pursuant
to the 1940 Act:
(i) Institutional Shares will share equally with Common
Stock other than Institutional Shares
("Non-Institutional Shares") in the income, earnings
and profits derived from investment and reinvestment of
the assets belonging to the Corporation and will be
charged equally with Non-Institutional Shares with the
<PAGE>
liabilities and expenses of the Corporation, except
that Institutional Shares will bear the expense of
payments made pursuant to any agreements entered into
by the Corporation pursuant to any shareholder services
plan and/or distribution plan adopted by the
Corporation with respect to Institutional Shares;
(ii) On any matter submitted to a vote of shareholders of
the Corporation that pertains to the agreements or
expenses described in clause (D)(i) above (or to any
plan adopted by the Corporation relating to said
agreements or expenses), only Institutional Shares will
be entitled to vote, except that if said matter affects
Non-Institutional Shares, Non-Institutional Shares will
also be entitled to vote, and in such case
Institutional Shares will be voted in the aggregate
together with such Non-Institutional Shares and not by
series except where otherwise required by law.
Institutional Shares will not be entitled to vote on
any matter that does not affect Institutional Shares
(except where otherwise required by law) even though
the matter is submitted to a vote of the holders of
Non-Institutional Shares; and
(iii) The Board of Directors of the Corporation in its sole
discretion may determine whether a matter affects a
particular class or series of Corporation shares.
(E) Each Advisor Share will have the same preferences, conversion and
other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as
every other share of Common Stock, except that, subject to the
provisions of any governing order, rule or regulation issued pursuant
to the 1940 Act:
(i) Advisor Shares will share equally with Common Stock
other than Advisor Shares ("Non-Advisor Shares") in the
income, earnings and profits derived from investment
and reinvestment of the assets belonging to the
Corporation and will be charged equally with
Non-Advisor Shares with the liabilities and expenses of
the Corporation, except that Advisor Shares will bear
the expense of payments made pursuant to any agreements
entered into by the Corporation pursuant to any
shareholder
<PAGE>
services plan and/or distribution plan adopted by the
Corporation with respect to Advisor Shares;
(ii) On any matter submitted to a vote of shareholders of
the Corporation that pertains to the agreements or
expenses described in clause (E)(i) above (or to any
plan adopted by the Corporation relating to said
agreements or expenses), only Advisor Shares will be
entitled to vote, except that if said matter affects
Non-Advisor Shares, Non-Advisor Shares will also be
entitled to vote, and in such case Advisor Shares will
be voted in the aggregate together with such
Non-Advisor Shares and not by series except where
otherwise required by law. Advisor Shares will not be
entitled to vote on any matter that does not affect
Advisor Shares (except where otherwise required by law)
even though the matter is submitted to a vote of the
holders of Non-Advisor Shares; and
(iii) The Board of Directors of the Corporation in its sole
discretion may determine whether a matter affects a
particular class or series of Corporation shares.
(2) Any fractional share shall carry proportionately the rights of a whole
share including, without limitation, the right to vote and the right to
receive dividends. A fractional share shall not, however, have the right
to receive a certificate evidencing it.
(3) All persons who shall acquire stock in the Corporation shall acquire the
same subject to the provisions of this Charter and the By-Laws of the
Corporation.
(4) No holder of stock of the Corporation by virtue of being such a holder
shall have any preemptive or other right to purchase or subscribe for any
shares of the Corporation's capital stock or any other security that the
Corporation may issue or sell (whether out of the number of shares
authorized by this Charter or out of any shares of the Corporation's
capital stock that the Corporation may acquire) other than a right that
the Board of Directors in its discretion may determine to grant.
(5) The Board of Directors shall have authority by resolution to classify or
to reclassify, as the case may be, any authorized but unissued shares of
capital stock from time to time by setting or changing in any one or more
respects the preferences, conversion or other rights, voting powers,
<PAGE>
restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of the capital stock.
(6) Notwithstanding any provision of law requiring any action to be taken or
authorized by the affirmative vote of a greater proportion of the votes of
all classes or of any class of stock of the Corporation, such action shall
be effective and valid if taken or authorized by the affirmative vote of a
majority of the total number of votes entitled to be cast thereon, except
as otherwise provided in this Charter.
(7) The presence in person or by proxy of the holders of one-third of the
shares of stock of the Corporation entitled to vote (without regard to
class) shall constitute a quorum at any meeting of the stockholders,
except with respect to any matter which, under applicable statutes or
regulatory requirements, requires approval by a separate vote of one or
more classes of stock, in which case the presence in person or by proxy of
the holders of one-third of the shares of stock of each class required to
vote as a class on the matter shall constitute a quorum.
ARTICLE VI
REDEMPTION
Each holder of shares of the Corporation's capital stock shall be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of the holder on the books
of the Corporation, and all shares of capital stock issued by the Corporation
shall be subject to redemption by the Corporation, at the redemption price of
the shares as in effect from time to time as may be determined by or pursuant to
the direction of the Board of Directors of the Corporation in accordance with
the provisions of Article VII, subject to the right of the Board of Directors of
the Corporation to suspend the right of redemption or postpone the date of
payment of the redemption price in accordance with provisions of applicable law.
Without limiting the generality of the foregoing, the Corporation shall, to the
extent permitted by applicable law, have the right at any time to redeem the
shares owned by any holder of capital stock of the Corporation (i) if the
redemption is, in the opinion of the Board of Directors of the Corporation,
desirable in order to prevent the Corporation from being deemed a "personal
holding company" within the meaning of the Internal Revenue Code of 1986, as
amended, or (ii) if the value of the shares in the account maintained by the
Corporation or its transfer agent for any class of stock for the stockholder is
below an amount determined from time to time by the Board of Directors of the
Corporation (the "Minimum Account Balance") and the stockholder has been given
notice of the redemption and has failed to make additional purchases of shares
in an amount sufficient to bring the value in his account to at least the
Minimum Account Balance before the redemption is effected by the
<PAGE>
Corporation. Payment of the redemption price shall be made in cash by the
Corporation at the time and in the manner as may be determined from time to time
by the Board of Directors of the Corporation unless, in the opinion of the Board
of Directors, which shall be conclusive, conditions exist that make payment
wholly in cash unwise or undesirable; in such event the Corporation may make
payment wholly or partly by securities or other property included in the assets
belonging or allocable to the class of the shares for which redemption is being
sought, the value of which shall be determined as provided herein. The Board of
Directors may establish procedures for redemption of shares.
ARTICLE VII
BOARD OF DIRECTORS
(1) The number of directors constituting the Board of Directors shall be one
or such other number as may be set forth in the By-Laws or determined by
the Board of Directors pursuant to the By-Laws. The number of Directors
shall at no time be less than the minimum number required under the
Maryland General Corporation Law. Hal Liebes has been appointed director
of the Corporation to hold office until the first annual meeting of
stockholders or until his successor is elected and qualified.
(2) In furtherance, and not in limitation, of the powers conferred by the
Maryland General Corporation Law, the Board of Directors is expressly
authorized:
(i) To make, alter or repeal the By-Laws of the
Corporation, except where such power is reserved by the
By-Laws to the stockholders, and except as otherwise
required by the 1940 Act.
(ii) From time to time to determine whether and to what
extent and at what times and places and under what
conditions and regulations the books and accounts of
the Corporation, or any of them other than the stock
ledger, shall be open to the inspection of the
stockholders. No stockholder shall have any right to
inspect any account or book or document of the
Corporation, except as conferred by law or authorized
by resolution of the Board of Directors or of the
stockholders.
(iii) Without the assent or vote of the stockholders, to
authorize the issuance from time to time of shares of
the stock of any class of the Corporation, whether now
or hereafter authorized, and securities convertible
into shares of stock of the
<PAGE>
Corporation of any class or classes, whether now or
hereafter authorized, for such consideration as the
Board of Directors may deem advisable.
(iv) Without the assent or vote of the stockholders, to
authorize and issue obligations of the Corporation,
secured and unsecured, as the Board of Directors may
determine, and to authorize and cause to be executed
mortgages and liens upon the real or personal property
of the Corporation.
(v) Notwithstanding anything in this Charter to the
contrary, to establish in its absolute discretion the
basis or method for determining the value of the assets
belonging to any class, the value of the liabilities
belonging to any class and the net asset value of each
share of any class of the Corporation's stock.
(vi) To determine in accordance with generally accepted
accounting principles and practices what constitutes
net profits, earnings, surplus or net assets in excess
of capital, and to determine what accounting periods
shall be used by the Corporation for any purpose; to
set apart out of any funds of the Corporation reserves
for such purposes as it shall determine and to abolish
the same; to declare and pay any dividends and
distributions in cash, securities or other property
from surplus or any other funds legally available
therefor, at such intervals as it shall determine; to
declare dividends or distributions by means of a
formula or other method of determination, at meetings
held less frequently than the frequency of the
effectiveness of such declarations; and to establish
payment dates for dividends or any other distributions
on any basis, including dates occurring less frequently
than the effectiveness of declarations thereof.
(vii) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the
Board of Directors is authorized to exercise all powers
and do all acts that may be exercised or done by the
Corporation pursuant to the provisions of the laws of
the State of Maryland, this Charter and the By-Laws of
the Corporation.
<PAGE>
(3) Any determination made in good faith, and in accordance with applicable
law and generally accepted accounting principles and practices, if
applicable, by or pursuant to the direction of the Board of Directors,
with respect to the amount of assets, obligations or liabilities of the
Corporation, as to the amount of net income of the Corporation from
dividends and interest for any period or amounts at any time legally
available for the payment of dividends, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose
for creating reserves or as to the use, alteration or cancellation of any
reserves or charges (whether or not any obligation or liability for which
the reserves or charges have been created has been paid or discharged or
is then or thereafter required to be paid or discharged), as to the value
of any security owned by the Corporation, the determination of the net
asset value of shares of any class of the Corporation's capital stock, or
as to any other matters relating to the issuance, sale or other
acquisition or disposition of securities or shares of capital stock of the
Corporation, and any reasonable determination made in good faith by the
Board of Directors regarding whether any transaction constitutes a
purchase of securities on "margin," a sale of securities "short," or an
underwriting of the sale of, or a participation in any underwriting or
selling group in connection with the public distribution of, any
securities, shall be final and conclusive, and shall be binding upon the
Corporation and all holders of its capital stock, past, present and
future, and shares of the capital stock of the Corporation are issued and
sold on the condition and understanding, evidenced by the purchase of
shares of capital stock or acceptance of share certificates, that any and
all such determinations shall be binding as aforesaid. No provision of
this Charter shall be effective to (i) require a waiver of compliance with
any provision of the Securities Act of 1933, as amended, or the 1940 Act,
or of any valid rule, regulation or order of the Securities and Exchange
Commission under those Acts or (ii) protect or purport 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.
ARTICLE VIII
INDEMNIFICATION AND LIMITATION OF LIABILITY
(1) To the fullest extent that limitations on the liability of directors and
officers are permitted by the Maryland General Corporation Law, no
director or officer of the Corporation shall have any liability to the
Corporation or its stockholders for money damages. This limitation on
<PAGE>
liability applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person is a
director or officer at the time of any proceeding in which liability is
asserted.
(2) The Corporation shall indemnify and advance expenses to its currently
acting and its former directors to the fullest extent that indemnification
of directors and advancement of expenses to directors is permitted by the
Maryland General Corporation Law. The Corporation shall indemnify and
advance expenses to its officers to the same extent as its directors and
to such further extent as is consistent with such law. The Board of
Directors may, through a by-law, resolution or agreement, make further
provisions for indemnification of directors, officers, employees and
agents to the fullest extent permitted by the Maryland General Corporation
Law.
(3) No provision of this Article VIII shall be effective to protect or purport
to protect any director or officer of the Corporation against any
liability to the Corporation or its stockholders 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.
(4) References to the Maryland General Corporation Law in this Article VIII
are to the law as from time to time amended. No amendment to this Charter
shall affect any right of any person under this Article VIII based on any
event, omission or proceeding prior to such amendment. The term "Charter"
as used herein shall have the meaning set forth in the Maryland General
Corporation Law and includes these Articles of Incorporation and all
amendments thereto.
ARTICLE IX
AMENDMENTS
The Corporation reserves the right from time to time to make any
amendment to its Charter, now or hereafter authorized by law, including any
amendment that alters the contract rights, as expressly set forth in this
Charter, of any outstanding stock, and all rights at any time conferred upon the
stockholders of the Corporation by its Charter are granted subject to the
provisions of this Article and the reservation of the right to amend the Charter
herein contained.
<PAGE>
IN WITNESS WHEREOF, I have adopted and signed these Articles of
Incorporation and do hereby acknowledge that the adoption and signing are my
act.
/s/John H. Kim
--------------
John H. Kim
Incorporator
Dated the 25th day of May, 2000
