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ARTICLES OF INCORPORATION
OF
WARBURG, PINCUS/CSFB GLOBAL NEW TECHNOLOGIES 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/CSFB Global New
Technologies 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
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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"):
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(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
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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
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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,
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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
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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
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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.
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(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
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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.
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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
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John H. Kim
Incorporator
Dated the 25th day of May, 2000
