<DOCUMENT>
<TYPE>EX-99.A.1
<SEQUENCE>3
<FILENAME>y93068a1exv99waw1.txt
<DESCRIPTION>ARTICLES OF INCORPORATION OF THE FUND
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                                                               Exhibit (2)(a)(1)

                            ARTICLES OF INCORPORATION
                                       OF
                          THE UNITED GERMANY FUND, INC.

                  ARTICLE FIRST: I, the incorporator, John T. Bostelman, whose
post office address is 250 Park Avenue, New York, New York 10177, being at least
eighteen years of age, hereby, under and by virtue of the General Laws of the
State of Maryland authorizing the formation of corporations, form a corporation.

                  ARTICLE SECOND: The name of the corporation is "The United
Germany Fund, Inc." (the "Corporation").

                  ARTICLE THIRD: The address of the Corporation's registered
office in the State of Maryland is c/o The Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland 21201. The name of its registered agent at
such address is The Corporation Trust Incorporated.

                  ARTICLE FOURTH: The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be formed under the
General Corporation Law of Maryland. The duration of the Corporation is
perpetual.

                  ARTICLE FIFTH: Section 1. The total authorized capital stock
of the Corporation shall be 80,000,000 shares of Common Stock of the par value
of $.001 per share.

                  The Corporation, acting by its Board of Directors, without
action by the stockholders, may from time to time create and issue, whether or
not in connection with the issue and sale of any shares of stock or other
securities of the Corporation, rights or options entitling the bearer or
registered owner or holder of each thereof to purchase from the Corporation, any
shares of its capital stock, such rights or options to be evidenced by or in
such warrant or warrants, or purchase certificate or purchase certificates, or
other instrument or instruments as shall be approved by its Board of Directors.
The terms upon which, the time or times, which may be limited or unlimited in
duration, at or within which and the price or prices at which, or the other
consideration or considerations for which, such shares may be purchased from the
Corporation upon exercise of any such right or option shall be as fixed or
stated or provided in a resolution or resolutions adopted by the Board of
Directors of the Corporation providing for the creation and issue of such rights
or options, and in every case, set forth or incorporated by reference in the
warrant or warrants, or purchase certificate or purchase certificates, or other
instrument or instruments evidencing such rights or options; provided, however,
that, in case the shares of stock of the Corporation to be purchased upon the
exercise of such rights or options shall be originally issued upon such
exercise, the price or prices to be received therefor shall not be less than the
par value thereof. Any shares so issued for which the price or consideration
fixed as aforesaid shall have been paid, shall be deemed full-paid stock and
shall not be liable to any further call or assessment thereon. Without
limitation of the

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foregoing, the Corporation may, during any period fixed by it, limit the right
to exercise any such rights or options to the owners of specified certificates
for shares of stock or other securities of the Corporation.

                  Section 2. The presence in person or by proxy of the holders
of record of one-third of the shares of common stock issued and outstanding and
entitled to vote thereat shall constitute a quorum for the transaction of any
business at all meetings of the stockholders except as otherwise provided by law
or in these Articles of Incorporation.

                  Section 3. Notwithstanding any provision of the General Laws
of the State of Maryland requiring action to be taken or authorized by the
affirmative vote of the holders of a designated proportion greater than a
majority of the shares of common stock, such action shall be valid and effective
if taken or authorized by the affirmative vote of the holders of a majority of
the total number of shares of common stock outstanding and entitled to vote
thereupon pursuant to the provisions of these Articles of Incorporation.

                  Section 4. No holder of shares of common stock of the
Corporation shall, as such holder, have any preemptive right to purchase or
subscribe for any part of any new or additional issue of stock of any class, or
of rights or options to purchase any stock, or of securities convertible into,
or carrying rights or options to purchase, stock of any class, whether now or
hereafter authorized or whether issued for money, for a consideration other than
money or by way of a dividend or otherwise, and all such rights are hereby
waived by each holder of common stock and of any other class of stock or
securities which may hereafter be created.

                  Section 5. All persons who shall acquire common stock in the
Corporation shall acquire the same subject to the provisions of these Articles
of Incorporation.

                  ARTICLE SIXTH: If so determined by the Board of Directors, and
to the extent and in the manner permitted by law, the Corporation may from time
to time receive money and/or other property and credit the amount or value
thereof to reserve or surplus, and such money or other property may be an
undivided part of money, and/or other property for another part of which stock,
bonds, debentures and/or other obligations of the Corporation are issued.
Against any reserve or surplus so established there may be charged losses at any
time incurred by the Corporation, and also dividends or other distributions upon
stock. Such reserve or surplus may be reduced from time to time by the Board of
Directors for the purposes above specified or by transfer from such reserve or
surplus to capital account.

                  ARTICLE SEVENTH: The initial number of directors of the
Corporation shall be one, and the name of the person who shall act as such until
his successor is duly elected and qualifies is as follows: Christian M.
Strenger. However, the By-Laws of the Corporation may fix the number of
directors at a number other than one. The Board of Directors is hereby
authorized, by the vote of a majority of the entire Board of Directors, to
increase or decrease the number of directors within a limit specified in the
By-Laws

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and to fill the vacancies created by any such increase in the number of
directors. The directors of the Corporation need not be stockholders.

                  At such time as the number of Directors first equals or
exceeds three, the Board of Directors shall be divided into three classes, as
nearly equal in number as the then total number of Directors constituting the
entire Board permits with the term of office of one class expiring each year. At
the annual meeting of stockholders next following such division into three
classes, Directors of the first class shall be elected to hold office for a term
expiring at the next succeeding annual meeting, Directors of the second class
shall be elected to hold office for a term expiring at the second succeeding
annual meeting and Directors of the third class shall be elected to hold office
for a term expiring at the third succeeding annual meeting. At each annual
meeting of stockholders succeeding the annual meeting of stockholders next
following such division into three classes, the successors to the class of
Directors whose term shall then expire shall be elected to hold office for a
term expiring at the third succeeding annual meeting.

                  ARTICLE EIGHTH: In furtherance and not in limitation of the
powers conferred by law, the Board of Directors is expressly authorized:

                  (a)      To make, adopt, alter, amend and repeal the By-Laws
         of the Corporation, subject to the power of the holders of the capital
         stock to alter, amend or repeal the By-Laws made by the Board of
         Directors;

                  (b)      To designate by resolution passed by a majority of
         the whole Board two or more of their number to constitute an Executive
         Committee, who, to the extent provided in said resolution or in the
         By-Laws of the Corporation, shall have and exercise the powers of the
         Board of Directors in the management of the business and affairs of the
         Corporation, with power to authorize the seal of the Corporation to be
         affixed to all papers which may require it;

                  (c)      To appoint from the Directors or otherwise such other
         committees as they may deem judicious, and to such content as may be
         provided in their resolutions or in the By-Laws to delegate to such
         committee all or any of the powers of the Board of Directors which may
         be lawfully delegated;

                  (d)      To determine conclusively at the time of such
         acquisition, what initial valuation shall be placed upon the property,
         rights and interests acquired by the Corporation in exchange for or in
         payment of its shares of stock;

                  (e)      To fix from time to time, and to vary, the amount of
         the profits to be reserved as working capital or for any other lawful
         purposes and to increase, decrease or make any disposition of any fund
         so reserved;

                  (f)      Subject to the provisions of these Articles of
         Incorporation, to determine whether any, and if any, what part, of the
         surplus of the Corporation or of the net profits arising from its
         business shall be declared in dividends and paid

                                       3
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         to the stockholders and to direct and determine the use and disposition
         of any such surplus or net profits;

                  (g)      To determine from time to time whether and to what
         extent and at what times and places and under what conditions and
         regulations the accounts and books of the Corporation, or any of them,
         shall be open to the inspection of the stockholders; and no stockholder
         shall have any right to inspect any account or book or document of the
         Corporation, except as conferred by the laws of the State of Maryland,
         unless and until authorized so to do by resolution of the Board of
         Directors or of the stockholders;

                  (h)      To remove at any time any officer elected or
         appointed by the Board of Directors, but only by the affirmative vote
         of a majority of the members of the Board then in office, and to remove
         or to confer on any committee or officer the power to remove any other
         officer or employee of the Corporation. Any such removal may be for
         cause or without cause.

                  ARTICLE NINTH: Any contract, transaction or act of the
Corporation or of the Directors, which shall be ratified by a majority of a
quorum of the stockholders having voting power at any annual meeting, or at any
special meeting called for such purpose, shall, except as otherwise specifically
provided by law, or by those Articles of Incorporation, be as valid and as
binding as though ratified by every stockholder of the Corporation, provided,
however, that any failure of the stockholders to approve or ratify such
contract, transaction or act, when and if submitted, shall not of itself be
deemed in any way to render the same invalid, nor deprive their Directors of
their right to proceed with such contract, transaction or act.

                  ARTICLE TENTH: The Corporation reserves the right to amend,
alter, change or repeal any provisions contained in these Articles of
Incorporation, in the manner now or hereafter prescribed by statute in the case
of articles of incorporation, and all rights conferred upon the stockholders
herein are granted subject to this reservation. The vote of two-thirds of the
outstanding shares of capital stock of the Corporation shall be necessary to
authorise any of the following actions; (i) a merger or consolidation of the
Corporation with an open-end investment company, (ii) the dissolution of the
Corporation, (iii) the sale of all or substantially all of the assets of the
Corporation, (iv) any amendment to those Articles of Incorporation which makes
the Common Stock a redeemable security (as such term is defined in the
Investment Company Act of 1940) or reduces the two-thirds vote required to
authorize the actions listed in this paragraph.

                  ARTICLE ELEVENTH: A Director or officer of the Corporation
shall not be liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a Director or officer, except to the extent such
exemption from liability or limitation thereof is not permitted under Maryland
General Corporation Law or the Investment Company Act of 1940 as currently in
effect or as the same may hereafter be amended. No amendment, modification or
repeal of this Article ELEVENTH shall

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adversely affect any right or protection of a Director or officer that exists at
the time of such amendment, modification or repeal.

                  ARTICLE TWELFTH: The Corporation shall indemnify to the
fullest extent permitted by law (including the Investment Company Act of 1940)
as currently in effect or as the same hereafter be amended, any person made or
threatened to be made a party to any action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that
such person or such person's testator or intestate is or was a director or
officer of the Corporation or serves or served at the request of the Corporation
any other enterprise as a director or officer. To the fullest extent permitted
by law (including the Investment Company Act of 1940) as currently in effect or
as the same may hereafter be amended, expenses incurred by any such person in
defending any such action, suit or proceeding shall be paid or reimbursed by the
Corporation promptly upon receipt by it of an undertaking of such person to
repay such expenses if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. The rights provided to any person
by this Article TWELFTH shall be enforceable against the Corporation by such
person who shall be presumed to have relied upon it in serving or continuing to
serve as a director or officer as provided above. No amendment of this Article
TWELFTH shall impair the rights of any person arising at any time with respect
to events occurring prior to such amendment. For purposes of this Article
TWELFTH, the term "Corporation" shall include any predecessor of the Corporation
and any constituent corporation (including any constituent of a constituent)
absorbed by the Corporation in a consolidation or merger; the term "other
enterprise" shall include any corporation, partnership, joint venture, trust or
employee benefit plan; service "at the request of the Corporation" shall include
service as a director or officer of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; any excise taxes assessed on a
person with respect to an employee benefit plan shall be deemed to be
indemnifiable expenses; and action by a person with respect to any employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.

                  IN WITNESS WHEREOF, I have signed these Articles of
Incorporation this 6th day of February, 1990.

                                                     /s/ John T. Bostelman
                                                     ---------------------
                                                     John T. Bostelman

                                       5
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                  THE UNDERSIGNED incorporator of The United Germany Fund, Inc.,
who executed the foregoing Articles of Incorporation of which this Certificate
is made a part, herby acknowledges the same to be his Act and further
acknowledges the same to be his Act and further acknowledges that, to the best
of his knowledge, the matters and facts set forth therein are true in all
material respects under the penalties of perjury.

February 6, 1990

                                                     /s/ John T. Bostelman
                                                     ---------------------
                                                     John T. Bostelman

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