<PAGE>
ARTICLES OF INCORPORATION
OF
WARBURG, PINCUS/CSFB TECHNOLOGY INDEX 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 Technology Index
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
