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<TYPE>EX-99.A1
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<DESCRIPTION>EXHIBIT (A)(1)
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                                                                  EXHIBIT (a)(1)

                            ARTICLES OF INCORPORATION

                                       OF

                        THE FIRST COMMONWEALTH FUND, INC.


ARTICLE I:  Incorporator.

     The undersigned, Margaret A. Bancroft, whose post office address is 477
Madison Avenue, New York, New York 10022, being at least eighteen years of age,
does hereby act as incorporator under and by virtue of the Maryland General
Corporation Law.

ARTICLE II:  Name.

     The name of the corporation is THE FIRST COMMONWEALTH FUND, INC. (the
"Corporation").

ARTICLE III: Corporate Purposes and Powers.

     The purposes for which the corporation is formed are to act as an
investment company under the Federal Investment Company Act of 1940, as amended,
and to exercise and enjoy all the powers, rights and privileges granted to, or
conferred upon, corporations by the General Laws of the State of Maryland now or
hereafter in force.

ARTICLE IV: Address and Resident Agent.

     The post office address of the principal office of the Corporation in the
State of Maryland is The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202-3242. The name and address of the resident agent of
the Corporation in the State of Maryland is The Corporation Trust Incorporated,
whose post office address is 32 South Street, Baltimore, Maryland 21202-3242.

ARTICLE V:  Capital Stock.

     The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 400,000,000 shares with an aggregate par value
of $400,000 initially divided into two classes of 300,000,000 shares of Common
Stock, $.001 par value per share (Common Stock), and of 100,000,000 shares of
Preferred Stock $.001 par value per share (Preferred Stock). The Board of
Directors may classify or reclassify any unissued shares of stock by, among
other things, setting or changing in any one or more respects the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption of such shares
of stock.

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     The preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the Common Stock and the Preferred Stock are as follows:

     (a)  Common Stock.

          (i)    Dividends. Subject to law and to the preferences of the
     Preferred Stock, the holders of the Common Stock shall be entitled to
     receive dividends at such time and in such amounts as may be determined by
     the Board of Directors.

          (ii)   Voting. Except as provided by law or as otherwise contemplated
     by the Corporation's Charter, each outstanding share of Common Stock shall
     be entitled to one vote on each matter submitted to a vote of the
     stockholders of the Corporation and shares of Common Stock shall be voted
     together with all other shares of the Corporation's capital stock as one
     class.

          (iii)  Liquidation. In the event of any merger, sale of assets,
     liquidation, dissolution or winding up of the Corporation, whether
     voluntary or involuntary, after payment or provision for payment of the
     debts and other liabilities of the Corporation and the preferential amounts
     to which the holders of the Preferred Stock shall be entitled upon
     liquidation, the holders of the Common Stock shall be entitled to share in
     the remaining assets of the Corporation according to their respective
     interests.

     (b)  Preferred Stock.

          (i)    Authority of the Board of Directors to issue in one or more
     series. Authority is expressly granted to the Board of Directors to
     authorize the issue of one or more series of Preferred Stock, and to fix by
     resolution or resolutions providing for the issue of each such series the
     preferences, conversion or other rights, voting powers, restrictions,
     limitations as to dividends, qualifications, and terms and conditions of
     redemption of each such series to the full extent now or hereafter
     permitted by law and subject to this Article V, including but not limited
     to the following:

                 (A) The number of shares of each such series, which may
          subsequently be increased (except as otherwise provided by resolution
          or resolutions of the Board of Directors providing for the issue of
          such series) or decreased (to a number not less than the number of
          shares then outstanding) by resolution or resolutions of the Board of
          Directors, and the distinctive designation of each such series;

                 (B) The rates or amounts, the periods, and the times of payment
          of dividends on shares of each such series;

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                 (C) The voting powers, if any, of the holders of each such
          series in addition to the voting powers provided by law and by these
          Articles of Incorporation;

                 (D) The terms and conditions, if any, upon which the shares of
          each such series shall be convertible into or exchangeable for shares
          of any other series, class or classes, or any other property, to the
          full extent now or hereafter permitted by law;

                 (E) The time or times during which the price, or prices at
          which, and the terms and conditions on which, the shares of each such
          series may be redeemed;

                 (F) The terms of any sinking fund to be applied to the purchase
          or redemption, or both, of shares of each such series, and the terms
          and amount of any sinking fund payments and the manner of their
          application; and

                 (G) The amount which the holders of each such series shall be
          entitled to receive in the event of any merger, sale of assets,
          liquidation, dissolution or winding up of the Corporation, whether
          voluntary or involuntary.

          (ii)   Dividends. The holders of Preferred Stock of each series shall
     be entitled to receive, when and as declared by the Board of Directors,
     dividends at the rates or amounts, for the periods, and at the times,
     determined in the manner specified for such series by the Board of
     Directors as authorized in the preceding part (b) (i) of this Article VI.

          (iii)  Voting. Except as provided by law or as otherwise contemplated
     by the Corporation's Charter, including any Articles Supplementary, each
     outstanding share of Preferred Stock shall be entitled to one vote on each
     matter submitted to a vote of stockholders of the Corporation and shares of
     Preferred Stock of all series shall be voted together with all shares of
     the Corporation's capital stock as one class.

                 (A) Directors. At any meeting of stockholders of the
          Corporation at which Directors are to be elected, the holders of
          shares of Preferred Stock of all series, voting separately as a single
          class, shall be entitled to elect two members of the Board of
          Directors, and the holders of Common Stock, voting separately as a
          single class, shall be entitled to elect the balance of the members of
          the Board of Directors.

                 If at any time dividends on any outstanding Preferred Stock of
          any series shall be unpaid in an amount equal to two full years'
          dividends, the number of Directors constituting the Board of Directors
          shall automatically be increased by the smallest number that, when
          added to the number of Directors then constituting the Board of
          Directors, shall together with the two Directors elected by the

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               holders of Preferred Stock pursuant to the preceding paragraph,
               constitute a majority of such increased number; and at a special
               meeting of stockholders, which shall be called and held as soon
               as practicable, and at all subsequent meetings at which Directors
               are to be elected, the holders of Preferred Stock of all series
               voting separately as a single class shall be entitled to elect
               the smallest number of additional Directors of the Corporation
               who, together with the two Directors elected by the holders of
               Preferred Stock pursuant to the preceding paragraph, will
               constitute a majority of the total number of Directors of the
               Corporation so increased. If the Corporation thereafter shall
               pay, or declare and set apart for payment, in full all dividends
               accrued and payable on all outstanding shares of Preferred Stock
               of all series for all past dividend periods, the voting rights
               stated in this paragraph shall cease, and the terms of office of
               all additional Directors elected by the holders of Preferred
               Stock terminate automatically.

                     Any vacancy in the office of any Director elected by the
               holders of shares of Preferred Stock may be filled by the
               remaining Directors (or Director) so elected or, if not so
               filled, by the holders of shares of Preferred Stock of all
               series, voting separately as a single class, at any meeting of
               stockholders for the election of Directors, provided, however, if
               Preferred Stock of any series is issued and at the time of
               issuance no existing Directors have been elected by the holders
               of Preferred Stock, then a majority of the Corporation's
               Directors, whether or not sufficient to constitute a quorum, may
               fill such vacancy or vacancies.

                     (B) Other Voting Rights. In addition to any approval by
               stockholders that might otherwise be required by law or pursuant
               to the terms of any resolution fixing the terms of any series of
               Preferred Stock or amending any such terms, the approval of the
               holders of a majority of outstanding shares of Preferred Stock of
               all series, voting separately as a single class, shall be
               required to adopt any plan of reorganization that would adversely
               affect holders of the Preferred Stock, or take any action
               requiring a vote of security holders pursuant to Section 13(a) of
               the Investment Company Act of 1940, as amended.

               (iv)  Liquidation. In the event of any merger, sale of assets,
          liquidation, dissolution or winding up of the Corporation, whether
          voluntary or involuntary, the holders of Preferred Stock of each
          series shall be entitled to receive only such amount or amounts,
          including accrued and unpaid dividends, as shall have been fixed by
          the Corporation's Charter or by the resolution or resolutions of the
          Board of Directors providing for the issue of such series. If, upon
          any such merger, sale of assets, liquidation, dissolution or winding
          up of the Corporation, whether voluntary or involuntary, the assets of
          the Corporation available for distribution among the holders of all
          outstanding shares of Preferred Stock of all series should be
          insufficient to permit the payment in full to such holders of the
          amounts to which they are entitled, then such available assets shall
          be distributed among the holders of shares of Preferred Stock

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     ratably in any such distribution of assets according to the respective
     amounts that would be payable on all such shares if all amounts thereon
     were paid in full.

     (c)  All stock. No preemptive rights. No holder of shares of the
Corporation, whether now or hereafter authorized, shall be entitled as of right
to acquire from the Corporation any shares of the Corporation, whether now or
hereafter authorized.

ARTICLE VI:  Board of Directors.

     (a)  Number of Directors.

     The number of Directors of the Corporation shall consist initially of one
director and thereafter of that number of Directors as is specified in the
By-Laws of the Corporation. The name of that person who shall act as the initial
Director until the first annual meeting and until his successor is elected and
qualified is Timothy P. Sullivan.

     (b)  Classified Board.

     At the 1992 Annual Meeting of Shareholders, the Directors elected by
holders of Common Stock shall be divided into three classes, as nearly equal in
number as possible, and shall be designated as Class I, Class II, and Class III
Directors, respectively, with the Class I Directors to be originally elected for
a term expiring at the annual meeting held in 1993, the Class II Directors to be
originally elected for a term expiring at the annual meeting held in 1994 and
the Class III Directors to be originally elected for a term expiring at the
annual meeting held in 1995. After expiration of the terms of office specified
for such Directors, the Directors of each class shall serve for terms of three
years, or, when filling a vacancy, for the unexpired portion of such term and
until their successors are elected and have qualified.

     (c)  Removal of Directors.

     The stockholders of any class of stock may, by the affirmative vote of the
holders of shares representing at least 80% of the outstanding shares of such
class of stock, remove any Director or Directors of such class from office, for
cause only and similarly elect a successor or successors to fill any resulting
vacancies for the unexpired terms of the removed Director or Directors.

ARTICLE VII:  Management of the Affairs of the Corporation.

     (a)  Power Vested in Board.

     All corporate powers and authority of the Corporation (except as at the
time otherwise provided by statute, by these Articles of Incorporation or by the
By-Laws) shall be vested in and exercised by the Board of Directors.

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     (b)  Power to Adopt By-Laws.

     The Board of Directors shall have the power to adopt, alter or repeal the
By-Laws of the Corporation except to the extent that the By-Laws otherwise
provide.

     (c)  Corporation's Books and Accounts.

     The Board of Directors shall have power from time to time to determine
whether and to what extent, and at what times and places and under what
conditions and regulations, the accounts and books of the Corporation (other
than the stock ledger) or any of them shall be open to the inspection of
stockholders, and no stockholder shall have any right to inspect any account,
book or document of the Corporation except to the extent permitted by statute or
the By-Laws.

     (d)  Determination of Net Income, etc.

     The Board of Directors shall have the power to determine, as provided
herein or in any Articles Supplementary, or if provision is not so made, in
accordance with generally accepted accounting principles, what constitutes net
income, total assets and the net asset value of the shares of Common Stock of
the Corporation.

     (e)  Declaration of Dividends.

         The Board of Directors shall have the power to declare and distribute
dividends from funds legally available therefor in such amount, if any, and in
such manner and to the stockholders of record as of such date, as the Board of
Directors may determine.

ARTICLE VIII:  Special Vote of Stockholders.

     (a)  Except as otherwise provided in this Article VIII, the vote of the
holders of shares representing at least 80% of the outstanding shares of the
Corporation's Common Stock and Preferred Stock of all series voting as a single
class shall be necessary to effect any of the following actions unless the
Continuing Directors (as hereinafter defined) of the Corporation by a vote of at
least 66-2/3% of such Directors, approve such action, in which case the
requisite vote shall be the vote of at least a majority of the outstanding
shares of the Corporation's Common Stock and Preferred Stock of all series
voting as a single class:

          (i)  any amendment to the Corporation's Charter to make the
     Corporation's Common Stock a "redeemable security" (as such term is defined
     in the Investment Company Act of 1940) or to otherwise effect the
     conversion of the Corporation from closed-end to open-end status under the
     Investment Company Act of 1940;

          (ii) any amendment to the Corporation's Charter to provide for fewer
     than three classes of Directors elected by the holders of Common Stock;

<PAGE>

          (iii)  any amendment to the Corporation's Charter to reduce the 80%
     vote required by the holders of the Corporation's Common Stock and
     Preferred Stock or the 66-2/3% vote required by the Continuing Directors
     pursuant to this Article VIII;

          (iv)   any amendment to Article X of the Corporation's Charter;

          (v)    any stockholder proposal as to specific investment decisions
     made or to be made with respect to the Corporation's assets; or

          (vi)   any Business Combination (as hereinafter defined).

     (b)  For the purposes of this Article VIII:

          (i)    "Business Combination" shall mean any of the transactions
     described or referred to in any one or more of the following subparagraphs:

                 (A) any merger or consolidation of the Corporation with or into
          any other person;

                 (B) the liquidation or dissolution of the Corporation;

                 (C) any sale, lease, exchange, mortgage, pledge, transfer or
          other disposition (in one transaction or a series of transactions) to
          or with any other person of any assets of the Corporation having an
          aggregate Fair Market Value of $1,000,000 or more except for
          transactions of the Corporation effected in the ordinary course of the
          Corporation's investment activities;

                 (D) the issuance or transfer by the Corporation (in one
          transaction or a series of transactions) of any securities of the
          Corporation to any other person in exchange for cash, securities or
          other property (or a combination thereof) having an aggregate Fair
          Market Value of $1,000,000 or more excluding (1) sales of any
          securities of the Corporation in connection with a public offering
          thereof, (2) issuance of any securities of the Corporation pursuant to
          a dividend reinvestment plan adopted by the Corporation and (3)
          issuances of any securities of the Corporation upon the exercise of
          any stock subscription rights distributed by the Corporation;

          (ii)   "Continuing Director" shall mean any member of the Board of
     Directors of the Corporation who has been a member of the Board of
     Directors for a period of at least 12 months, or who is a successor of a
     Continuing Director and is recommended to succeed a Continuing Director by
     a majority of the Continuing Directors then on the Board of Directors.

          (iii)  "Person" shall mean an individual, a corporation, a trust or a
     partnership.

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     (c) Except as otherwise provided in the Corporation's Charter or as
otherwise provided in the Investment Company Act of 1940, notwithstanding any
provision of law requiring authorization of any action by a greater proportion
than a majority of the total number of shares of all classes of the
Corporation's stock or of the total number of shares of any class of the
Corporation's stock, such action shall be valid and effective if authorized by
the affirmative vote of the holders of a majority of the total number of
outstanding shares of all classes of the Corporation's stock outstanding and
entitled to vote thereon.

ARTICLE IX:  Liability; Indemnification.

     (a) Indemnification.

     The Corporation, including its successors and assigns, shall indemnify its
Directors and Officers and make advanced payment of related expenses to the
fullest extent permitted, and in accordance with the procedures required, by the
General Laws of the State of Maryland and the Investment Company Act of 1940, as
amended. The By-Laws may provide that the Corporation shall indemnify its
employees and/or agents in any manner and within such limits as permitted by
applicable law. Such indemnification shall be in addition to any other right or
claim to which any Director, Officer, employee or agent may otherwise be
entitled. The Corporation may purchase and maintain insurance on behalf of any
person who is or was a Director, Officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a Director, Officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or employee benefit plan,
against any liability (including, with respect to employee benefit plans, excise
taxes) asserted against and incurred by such person in any such capacity or
arising out of such person's position, whether or not the Corporation would have
had the power to indemnify against such liability. The rights provided to any
person by this Article IX shall be enforceable against the Corporation by such
person who shall be presumed to have relied upon such rights in serving or
continuing to serve in the capacities indicated herein. No amendment of the
Corporation's Charter shall impair the rights of any person arising at any time
with respect to events occurring prior to such amendment.

     (b) Liability for Money Damages.

     To the fullest extend permitted by the Maryland General Corporation Law and
the Investment Company Act of 1940, as amended, no Director or Officer of the
Corporation shall be liable to the Corporation or to its stockholders for money
damages. No amendment to the Corporation's Charter or repeal of any of its
provisions shall limit or eliminate the benefits provided to Directors and
Officers under this provision with respect to any act or omission which occurred
prior to such amendment or repeal.

     (c) Reliance.

     In performance of his duties, a director is entitled to rely on
information, opinion, report or statement, including any financial statement or
other financial data, prepared by others, to the extent not inconsistent with
the General Laws of the State of Maryland. A person who performs

<PAGE>

his duties in accordance with the standards of Article 2-405.1 of the Maryland
General Corporation Law or otherwise in accordance with applicable law shall
have no liability by reason of being or having been a Director of the
Corporation.

ARTICLE X:  Amendment.

     (a) Right to Amend.

     The Corporation reserves the right to amend, alter, change or repeal any
provision of the Corporation's Charter, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     (b) Required Vote.

     The provisions of this Article X and Articles VI and VIII may not be
amended, altered, changed or repealed except by the approval of holders of
shares of stock representing at least 80% of the outstanding shares of Common
Stock and Preferred Stock of all series voting as a single class.

ARTICLE XI:  References to Statutes, Articles and By-Laws.

     All references herein to statutes, the Articles of Incorporation or the
By-Laws shall be deemed to refer to those statutes, these Articles of
Incorporation or those By-Laws as they are amended and in effect from time to
time.

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     IN WITNESS WHEREOF, the undersigned incorporator of The First Commonwealth
Fund, Inc. hereby executes the foregoing Articles of Incorporation and
acknowledges the same to be her act.


Dated the 27/th/ day of June, 1991.


                                                     /s/ Margaret A. Bancroft
                                                     --------------------------
                                                     Margaret A. Bancroft

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