<DOCUMENT>
<TYPE>EX-99.(A)(1)
<SEQUENCE>2
<FILENAME>articlesofincorporation.txt
<TEXT>
                            ARTICLES OF INCORPORATION

                                       OF

                            THE FIRST CUBA FUND, INC.

FIRST: The undersigned, being of legal age, in order to form a corporation under
and pursuant to the laws of the State of Maryland, does hereby set forth as
follows:

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

THIRD: Corporate Purposes.

            The purposes for which the Corporation is formed are to operate as
      and carry on the business of a closed-end management investment company
      under the Investment Company Act of 1940 and generally to exercise and
      enjoy all of 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.

FOURTH: Address and Resident Agent. The post office address of the principal
office of the Corporation in the State of Maryland is c/o United Corporate
Services, Inc. 20 South: Charles Street, Suite 1200, Baltimore, Maryland 21201.
The name and address of the resident agent of the Corporation in the State of
Maryland is United Corporate Services, Inc. 20 South Charles Street, Suite 1200,
Baltimore, Maryland 21201, said agent is a corporation of the State of Maryland.

FIFTH: Capital Stock. The total number of shares of stock which the Corporation
shall have authority to issue is one hundred million (100,000,000) shares, all
of the one class called Common Stock of one cent ($0.001) par value each, having
an aggregate par value of $100,000.

SIXTH: Board of Directors. The number of Directors of the Corporation shall be
nine, which number shall be increased or decreased from time to time in the
manner provided in the By-Laws of the Corporation, provided that the number of
Directors shall not be less than three after the commencement of business
operation. The name of the Director who shall act until the first annual meeting
or until his successors are duly chosen and qualify is: Thomas J. Herzfeld.
Except as provided in the By-Laws, the election of Directors may be conducted in
any way approved at the meeting (whether of stockholders or Directors) at which
the election is held, provided that such election shall be by ballot whenever
requested by any person entitled to vote. The By-Laws may provide for the
division of the Directors of the Corporation into classes and specify the term
of office for each class. At any meeting of stockholders duly called and at
which a quorum is present, the stockholders may, by the affirmative vote of the
holders of 75% of the votes entitled to be cast for the election of directors,
remove any director or directors from office, with or without cause.

<PAGE>

SEVENTH: Management of the Affairs of the Corporation.

            (a) 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.

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

            (c) The Board of Directors shall have the power from time to time to
      authorize payment of compensation to the Directors for services to the
      Corporation, as provided in the By-Laws, including fees for attendance at
      meetings of the Board of Directors and of committees.

            (d) The Board of Directors shall have the 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 that the stock ledger) 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 at such time as is
      conferred by statute or the By-Laws.

EIGHTH: Special Vote of Stockholders.

            (a) Except as otherwise provided in this Article Eighth, the vote of
      the holders of at least 75% of the voting power of the then outstanding
      shares of Voting Stock (as hereinafter defined), in addition, to any vote
      of the Directors of the Corporation as may be required by law or by the
      By-Laws, shall be necessary to effect any of the following actions:

                  (i) any amendment to these Articles to make the Corporation's
      Common Stock a "redeemable security" (as such term is defined in the
      Investment Company Act of 1940) unless the Continuing Directors (as
      hereinafter defined) of the Corporation, by a vote of at least 75% of such
      Directors, approve such amendment;

                  (ii) any Business Combination (as hereinafter defined) unless
      either the condition in clause (A) below is satisfied or the conditions in
      clauses (B), (C), (D), (E) and (F) below are satisfied:

                        (A) The Business Combination shall have been approved by
      a vote of at least 75% of the Continuing Directors.

                        (B) The aggregate amount of cash and the Fair Market
      Value (as herinafter defined), as of the date of the consummation of the
      Business Combination, of consideration other than cash to be received per
      share by holders of any class of outstanding Voting Stock in such Business
      Combination shall be at least equal to the higher of the following:

<PAGE>

                              (x) the highest per share price (including any
      brokerage commissions, transfer taxes, and soliciting dealers' fees) paid
      by an Interested Party ( as hereinafter defined) for any shares of such
      Common Stock acquired by it (aa) within the two-year period immediately
      prior to the first public announcement of the proposal of the Business
      Combination (the "Announcement Date"), or (bb) in the Threshold
      Transaction (as hereinafter defined), whichever is higher; and

                              (y) the net asset value per share of such Common
      Stock on the Announcement Date or on the date of the Threshold
      Transaction, whichever is higher.

                        (C) The consideration to be received by holders of the
      particular class of outstanding Voting Stock shall be in cash or in the
      same form as the Interested Party has previously paid for shares of any
      class of Voting Stock. If the Interested Party has paid for shares of any
      class of Voting Stock with varying forms of consideration, the form of
      consideration for such class of Voting Stock previously acquired by it.

                        (D) After the occurrence of the Threshold Transaction,
      and prior to the consummation of such Business Combination, such
      Interested Party shall not have become the beneficial owner of any
      additional shares of Voting Stock except by virtue of the Threshold
      Transaction.

                        (E) After occurrence of the Threshold Transaction, such
      Interested Party shall not have received the benefit, directly or
      indirectly (except proportionately as a shareholder of the Corporation),
      of any loans, advances, guarantees, pledges or other financial assistance
      or any tax credits or other tax advantages provided by the Corporation,
      whether in anticipation of or in connection with such Business Combination
      or otherwise.

                        (F) A proxy or information statement describing the
      proposed Business Combination and complying with the requirements of the
      Securities Exchange Act of 1934 and the Investment Company Act of 1940 and
      the rules and regulations thereunder (or any subsequent provisions
      replacing such Acts, rules or regulations) shall be prepared and mailed by
      the Interested Party, at such Interested Party's expense, to the
      shareholders of the Corporation at least 30 days prior to the consummation
      of such Business Combination (whether or not such proxy or information
      statement is required to be mailed pursuant to such acts or subsequent
      provisions).

            (b) For the purposes of this Article Eighth:

                  (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;

<PAGE>

                        (B) 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 portfolio transactions of the Corporation effected
            in the ordinary course of the Corporation's business:

                        (C) 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 (x) sales of any
            securities of the Corporation in connection with a public offering
            thereof, (y) issuances of any securities of the Corporation pursuant
            to a dividend reinvestment plan adopted by the Corporation and (z)
            issuances of any securities of the Corporation upon the exercise of
            any stock subscription rights distributed by the Corporation;

                  (ii) "Continuing Director" means any member of the Board of
            Directors of the Corporation who is not an Interested Party or an
            Affiliate of an Interested Party and has been a member of the Board
            of Directors for a period of at least 12 months, or is a successor
            of a Continuing Director who is unaffiliated with an Interested
            Party and is recommended to succeed a Continuing Director by a
            majority of the Continuing Directors then on the Board of Directors.

                  (iii) "Interested Party" shall mean any person, other than an
            investment company advised by the Corporation's initial investment
            manager or any of its Affiliates, which enters, or proposes to
            enter, into a Business Combination with the Corporation.

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

                  (v) "Voting Stock" shall mean capital stock of the Corporation
            entitled to vote generally in the election of directors.

                  (vi) A person shall be a "beneficial owner" of any Voting
            Stock:

                        (A) which such person or any of its Affiliates or
            Associates (as hereinafter defined) beneficially owns, directly or
            indirectly; or

                        (B) which such person or any of its Affiliates or
            Associates has the right to acquire (whether such right is
            exercisable immediately or only after the passage of time), pursuant
            to any agreement, arrangement or understanding or upon the exercise
            of conversion rights, exchange rights, warrants or options, or

<PAGE>

                        (C) which is beneficially owned, directly or indirectly,
            by any other person with which such person or any of its Affiliates
            or Associates has any agreement, arrangement or understanding for
            the purpose of acquiring, holding, voting or disposing of any shares
            of Voting Stock.

                  (vii) "Affiliate" and "Associate" shall have the respective
            meanings ascribed to such terms in Rule 12b-2 of the General Rules
            and Regulations under the Securities Exchange Act of 1934.

                  (viii) "Fair Market Value" means:

                        (A) in the case of stock, the highest closing sale price
            during the 30-day period immediately preceding the relevant date of
            a share of such stock on the New York Stock Exchange, on the
            principal United States securities exchange registered under the
            Securities Exchange Act of 1934 on which such stock is listed, or,
            if such stock is not listed on any such exchange, the highest
            closing bid quotation with respect to a share of such stock during
            the 30-day period preceding the relevant date on the National
            Association of Securities Dealers, Inc. Automated Quotation Systems
            (NASDAQ) or any system then in use, or if no such quotations are
            available, the fair market value on the relevant date of a share of
            such stock as determined by 75% of the Continuing Directors in good
            faith, and

                        (B) in the case of property other than cash or stock,
            the fair market value of such property on the relevant date as
            determined by 75% of the Continuing Directors in good faith.

                  (ix) "Threshold Transaction" means the transaction by or as a
            result of which an Interested Party first becomes the beneficial
            owner of Voting Stock.

                  (x) In the event of any Business Combination in which the
            Corporation survives, the phrase "consideration other than cash to
            be received" has used in subparagraph (a) (iii) (B) above shall
            include the shares of Common Stock and/or the shares of any other
            class of outstanding Voting Stock retained by the holders of such
            shares.

                  (xi) Continuing Directors of the Corporation, acting by a vote
            of 75%, shall have the power and duty to determine, on the basis of
            information known to them after reasonable inquiry, all facts
            necessary to determine (a) the number of shares of Voting Stock
            beneficially owned by any person, (b) whether a person is an
            Affiliate or Associate of another, (c) whether the requirements of
            subparagraph (a) (iii) above have been met with respect to any
            Business Combination have, (d) whether the assets which are the
            subject of any Business Combination have, or the consideration to be
            received for the issuance or transfer of securities by the
            Corporation in any Business Combination has, an aggregate Fair
            Market Value of $1,000,000 or more.

<PAGE>

NINTH: Pre-Emotive Rights. No holder of the Capital Stock of the Corporation or
of any other class of stock or securities which may hereafter by created shall
be entitled as such, as a matter of right, to subscribe for or purchase any part
of any new or additional issue of stock of any class, or of rights or options to
purchase any stock, or of a 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
Capital Stock and of any other class of stock which may hereafter be created.

TENTH: Reservation of Right to Amend. From time to time any of the provisions of
the Articles of Incorporation, with the exception of Articles Third, Sixth,
Eighth, Ninth, and this Article Tenth, may be amended, altered or repealed
(including any amendment which changes the terms of any of the outstanding stock
by classification, reclassification or otherwise) upon the vote of the holders
of a majority of the voting power of the then outstanding shares of Voting Stock
of the Corporation at the time outstanding and entitled to vote, and other
provisions which might under the statutes of the State of Maryland at the time
in force be lawfully contained in articles of incorporation may be added or
inserted upon the vote of the holders of a majority of the shares of Common
Stock of the Corporation at the time outstanding and entitled to vote; and all
rights at any time conferred upon the stockholders of the Corporation by these
Articles of Incorporation are granted subject to the provisions of this Article
Tenth. The provisions of Articles Third, Sixth, Eighth, Ninth and this Article
Tenth may be amended, altered, or repealed only upon the vote of the holders of
75% of the voting power of the then outstanding shares of Voting Stock of the
Corporation.

ELEVENTH: Duration. The duration of the corporation shall be perpetual.

      IN WITNESS WHEREOF, I have signed these Articles of Incorporation and
acknowledge the same be my act on the 6th day March, 1992.


                                        /s/ Ray A. Barr
                                        ----------------------------------------
                                        Ray A. Barr, Incorporator

<PAGE>

STATE OF NEW YORK    )
                     )ss
COUNTY OF NEW YORK   )

            Be it remembered that on this sixth day of March, 1992, personally
      came before me, a Notary Public in and for the County and State aforesaid,
      Ray A. Barr party to said documents to be their act and deed and that the
      facts therein stated are true.

            Given under my hand and seal of office the day and year aforesaid.


                                        /s/ Grizel Muniz
                                        ----------------------------------------
                                        Grizel Muniz - Notary Public

                                                     GRIZEL MUNIZ
                                           Notary Public State of New York
                                                   No. 01MU4930325
                                             Qualified in Suttolk County
                                        Certificate Filed in New York County
                                           Commission Expires July 25, 1992

<PAGE>

STATE OF MARYLAND

WILLIAM DONALD SCHAEFER                   Department of Assessments and Taxation
Governor                                                        CHARTER DIVISION

LLOYD W. JONES            [SEAL]                                        Room 809
Director                                                 301 West Preston Street
                                                       Baltimore, Maryland 21201
PAUL B. ANDERSON
Administrator

--------------------------------------------------------------------------------

DOCUMENT CODE 02   BUSINESS CODE 03   COUNTY 74

# ______________   ___ P.A. _____ Religious ____ Close __X__ Stock ____ Nonstock

Merging                                 Surviving
(Transferor) ________________________   (Transferee) ___________________________

_____________________________________   ________________________________________

_____________________________________   ________________________________________

_____________________________________   ________________________________________

<TABLE>
<CAPTION>
CODE    AMOUNT   FEE REMITTED                             Name Change
----    ------   ------------                             -----------
<S>       <C>    <C>                                      <C>
10         50    Expedited Fee                            (New Name) ____________________________
20         20    Organ. & Capitalization
61         20    Rec. Fee (Arts. of Inc.)                 _______________________________________
62      ______   Rec. Fee (Amendment)
63      ______   Rec. Fee (Merger or                      _______________________________________
                 Consolidation)
64      ______   Rec. Fee (Transfer)                      ______ Change of Name
65      ______   Rec. Fee (Dissolution)                   ______ Change of Principal Office
66      ______   Rec. Fee (Revival)                       ______ Change of Resident Agent
52      ______   Foreign Qualification                    ______ Change of Resident Agent
50      ______   Cert. of Qual. or Reg.                          Address
51      ______   Foreign Name Registration                ______ Resgination of Resident Agent
13         13    1 Certified Copy 7 p                     ______ Designation of Resident Agent
56      ______   Penalty                                         and Resident Agent's Address
54      ______   For. Supplemental Cert.                  ______ Other Change ___________________
53      ______   Foreign Resolution                              ________________________________
73      ______   Certificate of Conveyance
                 ________________________________
                 ________________________________
76      ______   Certificate of Merger/Transfer
                 ________________________________
                 ________________________________         Code 154
75      ______   Special Fee
80      ______   For. Limited Partnership                 ATTENTION: Mark Skubia
83      ______   Cert. Limited Partnership
84      ______   Amendment to Limited Partnership         _______________________________________
85      ______   Termination of Limited Partnership
21      ______   Recordation Tax
22      ______   State Transfer Tax                       MAIL TO ADDRESS: ______________________
23      ______   Local Transfer Tax
31      ______   ______ Corp. Good Standing               _______________________________________
NA      ______   Foreign Corp. Registration
87      ______   ______ Limited Part. Good Standing       _______________________________________
71      ______   Financial
600     ______   _________________________ Personal       _______________________________________
                 Property Reports and _____________
                 late filing penalties                    _______________________________________
70      ______   Change of P.O., R.A. or R.A.A.
91      ______   Amend/Cancellation, For. Limited Part.   _______________________________________
_____   ______   Other ________________________________
        ______   Other ________________________________

TOTAL
FEES      103
</TABLE>

                 |X| Check   |_| Cash   NOTE:

1 Documents on 2 checks


APPROVED BY: /s/ JS
             ------------------------

<PAGE>

                            ARTICLES OF INCORPORATION
                                       OF
                            THE FIRST CUBA FUND, INC.

APPROVED AND RECEIVED FOR RECORD BY THE STATE DEPARTMENT OF ASSESSMENTS AND
TAXATION OF MARYLAND MARCH 10, 1992 AT 3:15 O'CLOCK P.M. AS IN CONFORMITY WITH
LAW AND ORDERED RECORDED.

                                   ----------

    ORGANIZATION AND      RECORDING    SPECIAL
CAPITALIZATION FEE PAID    FEE PAID   FEE PAID

$20.00                      $20.00      $____

                                   ----------
                                    D3389186

TO THE CLERK OF THE COURT OF BALTIMORE CITY

      IT IS HEREBY CERTIFIED, THAT THE WITHIN INSTRUMENT, TOGETHER WITH ALL
INDORSEMENTS THEREON, HAS BEEN RECEIVED, APPROVED AND RECORDED BY THE STATE
DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND.

RECEIVED FOR RECORD      RETURN TO:
 CIRCUIT COURT FOR       UNITED CORPORATE SERVICES
   BALTIMORE CITY        MARK S.
                         9 EAST 40TH STREET, 6TH FLOOR
92 AUG 12 AM 9:26        NEW YORK NY 10016

SAUNDRA E. BANKS, CLERK

                                                                     177C3051280
                                                                         A382995

SEAL     RECORDED IN THE RECORDS OF THE
         STATE DEPARTMENT OF ASSESSMENTS
         AND TAXATION OF MARYLAND IN LIBER, FOLIO
</TEXT>
</DOCUMENT>
