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EXHIBIT a(8)
WARBURG, PINCUS TRUST
Certificate of Establishment and
Designation of the Global Telecommunications Portfolio
The undersigned, being the Secretary of Warburg, Pincus Trust, a
Massachusetts business trust with transferable shares (the "Fund"), being
hereunto duly authorized, does hereby certify that, pursuant to a vote of a
Majority of the Trustees of the Fund acting pursuant to Section 6.1(b) and
Section 9.3 of the Agreement and Declaration of Trust of the Fund dated March
15, 1995, as now in effect (the "Declaration"), at a meeting duly called and
held on November 16, 2000, there is hereby established and designated the
following Portfolio (in addition to the Portfolios now existing) into which the
assets of the Fund shall be divided:
Global Telecommunications Portfolio
(the "Additional Portfolio"), having relative rights and preferences as follows:
1. The beneficial interest in the Additional Portfolio shall be
represented by a separate series (the "Additional Series") of shares of
beneficial interest, par value $.001 per share ("Shares"), which shall bear the
name of the Additional Portfolio to which it relates and shall represent the
beneficial interest only in such Additional Portfolio. An unlimited number of
Shares of the Additional Series may be issued.
2. The Additional Portfolio shall be authorized to invest in cash,
securities, instruments and other property as from time to time described in the
Fund's then currently effective registration statement under the Securities Act
of 1933, as amended, relating to the Additional Portfolio.
3. The Shares of the Additional Portfolio, and the Series thereof, shall
have the additional relative rights and preferences, shall be subject to the
liabilities, shall have the other characteristics, and shall be subject to the
powers of the Trustees, all as set forth in paragraphs (a) through (l) of
Section 6.2 of the Declaration. Without limitation of the foregoing sentence,
each Share of the Additional Series shall be redeemable, shall be entitled to
one vote, or a ratable fraction of one vote in respect of a fractional share, as
to matters on which Shares of such Series shall be entitled to vote, and shall
represent a share of the beneficial interest in the assets of the Additional
Portfolio, all as provided in the Declaration.
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IN WITNESS WHEREOF, I have hereunto set my hand as of the day and year
set forth opposite my signature below.
Dated: November 21, 2000 /s/ Hal Liebes
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Name: Hal Liebes
Title: Secretary
ACKNOWLEDGMENT
STATE OF NEW YORK )
)
COUNTY OF NEW YORK ) ss. November 21, 2000
Then personally appeared the above named Hal Liebes and acknowledged
the foregoing instrument to be his free act and deed.
Before me,
/s/ Stuart J. Cohen
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Notary Public
My Commission Expires: August 25, 2001
