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As filed with the Securities and Exchange Commission
on February 12, 1999
Securities Act File No. 33-22817
Investment Company Act File No. 811-5600
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 12 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 13 [X]
(Check appropriate box or boxes)
Warburg, Pincus Intermediate Maturity Government Fund, Inc.
....................................................
(Exact Name of Registrant as Specified in Charter)
466 Lexington Avenue
New York, New York 10017-3147
....................................................
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 878-0600
Janna Manes, Esq.
Warburg, Pincus Intermediate Maturity Government Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
....................................................
(Name and Address of Agent for Service)
Copy to:
Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: FEBRUARY 22, 1999
It is proposed that this filing will become effective (check appropriate
box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] on February 22, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[X] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
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The Prospectuses and Statement of Additional Information are incorporated by
reference to Post-Effective Amendment No. 11 filed on December 15, 1998.
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PART C
OTHER INFORMATION
ITEM 23. Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
a(1) Articles of Incorporation.(1)
(2) Articles Supplementary.(2)
b(1) Amended and Restated By-Laws.(1)
(2) Amendment to By-Laws.(3)
c Form of Stock Certificates.(4)
d Investment Advisory Agreement.(1)
e Form of Distribution Agreement.(2)
f Not applicable.
g Form of Custodian Agreement with PNC
Bank, as amended.(5)
h(1) Form of Transfer Agency Agreement with
State Street Bank & Trust Company.(6)
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(1) Incorporated by reference to Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A, filed with the
Securities and Exchange Commission in January 16, 1996.
(2) Incorporated by reference to Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A, filed on February 11,
1997.
(3) Incorporated by reference to Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A, filed on February 17,
1998.
(4) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in Pre-
Effective Amendment No. 2 to the Registration Statement of Warburg,
Pincus Post-Venture Capital Fund, Inc. filed on September 25, 1995
(Securities Act File No. 33-61225).
(5) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in Post-
Effective Amendment No. 10 to the Registration Statement on Form N-1A of
Warburg, Pincus International Equity Fund, Inc. filed on September 22,
1995 (Securities Act File No. 33-27031).
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PART C
OTHER INFORMATION
ITEM 23. Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
a(1) Articles of Incorporation.(1)
(2) Articles Supplementary.(2)
b(1) Amended and Restated By-Laws.(1)
(2) Amendment to By-Laws.(3)
c Form of Stock Certificates.(4)
d Investment Advisory Agreement.(1)
e Form of Distribution Agreement.(2)
f Not applicable.
g Form of Custodian Agreement with PNC
Bank, as amended.(5)
h(1) Form of Transfer Agency Agreement with
State Street Bank & Trust Company.(6)
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(1) Incorporated by reference to Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A, filed with the
Securities and Exchange Commission in January 16, 1996.
(2) Incorporated by reference to Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A, filed on February 11,
1997.
(3) Incorporated by reference to Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A, filed on February 17,
1998.
(4) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in Pre-
Effective Amendment No. 2 to the Registration Statement of Warburg,
Pincus Post-Venture Capital Fund, Inc. filed on September 25, 1995
(Securities Act File No. 33-61225).
(5) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in Post-
Effective Amendment No. 10 to the Registration Statement on Form N-1A of
Warburg, Pincus International Equity Fund, Inc. filed on September 22,
1995 (Securities Act File No. 33-27031).
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<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ------------ ----------------------
<S> <C>
(2) Form of Co-Administration Agreement with
Counsellors Funds Service, Inc.(6)
(3) Form of Co-Administration Agreement with
PFPC Inc.(6)
(4) Forms of Services Agreements.(7)
i Opinion and Consent of Willkie Farr &
Gallagher, counsel to the Fund.(8)
j Consent of PricewaterhouseCoopers, LLP
Independent Accountants.(8)
k Not applicable.
l Form of Purchase Agreement.(5)
m(1) Form of Shareholder Services Plan.(9)
(2) Form of Distribution Plan.(9)
n(1) Financial Data Schedule relating to
Common Shares.(8)
(2) Financial Data Schedule relating to
Advisor Shares.(8)
o Form of Rule 18f-3 Plan.(10)
</TABLE>
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(6) Incorporated by reference; material provisions of this
exhibit substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A of
Warburg, Pincus Trust filed on June 14, 1995 (Securities Act File No.
33-58125).
(7) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A of
Warburg, Pincus Japan Growth Fund, Inc. filed on December 18, 1995
(Securities Act File No. 33-63653).
(8) To be filed by amendment.
(9) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit to the
Registration Statement on Form N-14 of Warburg, Pincus Major Foreign
Markets Fund, Inc. (formerly known as Warburg, Pincus Managed EAFE(R)
Countries Fund, Inc.) filed on November 5, 1997 (Securities Act File No.
333-39611).
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Item 24. Persons Controlled by or Under Common Control with Registrant
From time to time, Warburg Pincus Asset Management, Inc. ("Warburg") may
be deemed to control the Fund and other registered investment companies it
advises through its beneficial ownership of more than 25% of the relevant fund's
shares on behalf of discretionary advisory clients. Warburg has seven
wholly-owned subsidiaries: Counsellors Securities Inc., a New York corporation;
Counsellors Funds Service Inc., a Delaware corporation; Counsellors Agency Inc.,
a New York corporation; Warburg, Pincus Investments International (Bermuda),
Ltd., a Bermuda corporation; Warburg Pincus Asset Management International,
Inc., a Delaware corporation; Warburg Pincus Asset Management (Japan), Inc., a
Japanese corporation and Warburg Pincus Asset Management (Dublin) Limited, an
Irish corporation.
Item 25. Indemnification
Registrant and officers and directors or trustees of Warburg, Counsellors
Securities Inc. ("Counsellors Securities") and Registrant are covered by
insurance policies indemnifying them for liability incurred in connection with
the operation of Registrant. Discussion of this coverage is incorporated by
reference to Item 27 of Part C of Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A, filed on February 11, 1997.
Item 26. Business and Other Connections of Investment Adviser
Warburg, a wholly owned subsidiary of Warburg, Pincus Asset Management
Holdings, Inc., acts as investment adviser to Registrant. Warburg renders
investment advice to a wide variety of individual and institutional clients. The
list required by this Item 26 of officers and directors of Warburg, together
with information as to their other business, profession, vocation or employment
of a substantial nature during the past two years, is incorporated by reference
to Schedules A and D of Form ADV filed by Warburg (SEC File No. 801-07321).
Item 27. Principal Underwriter
(a) Counsellors Securities will act as distributor for Registrant, as well
as for Warburg Pincus Balanced Fund; Warburg Pincus Capital Appreciation Fund;
Warburg Pincus Cash Reserve Fund; Warburg Pincus Central & Eastern Europe Fund;
Warburg
___________________
10 Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A
of Warburg, Pincus New York Intermediate Municipal Fund filed on December
15, 1998 (Securities Act File No. 33-11075).
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Pincus Emerging Growth Fund; Warburg Pincus Emerging Markets Fund; Warburg
Pincus Emerging Markets II Fund; Warburg Pincus European Equity Fund; Warburg
Pincus Fixed Income Fund; Warburg Pincus Global Fixed Income Fund; Warburg
Pincus Global Post-Venture Capital Fund; Warburg Pincus Global
Telecommunications Fund; Warburg Pincus Growth & Income Fund; Warburg Pincus
Health Sciences Fund; Warburg Pincus High Yield Fund; Warburg Pincus
Institutional Fund; Warburg Pincus International Equity Fund; Warburg Pincus
International Growth Fund; Warburg Pincus International Small Company Fund;
Warburg Pincus Japan Growth Fund; Warburg Pincus Japan Small Company Fund;
Warburg Pincus Long-Short Equity Fund; Warburg Pincus Long-Short Market Neutral
Fund; Warburg Pincus Major Foreign Markets Fund; Warburg Pincus Municipal Bond
Fund; Warburg Pincus New York Intermediate Municipal Fund; Warburg Pincus New
York Tax Exempt Fund; Warburg Pincus Post-Venture Capital Fund; Warburg Pincus
Select Economic Value Equity Fund; Warburg Pincus Small Company Growth Fund;
Warburg Pincus Small Company Value Fund; Warburg Pincus Strategic Global Fixed
Income Fund; Warburg Pincus Strategic Value Fund; Warburg Pincus Trust; Warburg
Pincus Trust II; Warburg Pincus U.S. Core Equity Fund; Warburg Pincus U.S. Core
Fixed Income Fund; Warburg Pincus WorldPerks Money Market Fund and Warburg
Pincus WorldPerks Tax Free Money Market Fund.
(b) For information relating to each director, officer or partner of
Counsellors Securities, reference is made to Form BD (SEC File No. 8-32482)
filed by Counsellors Securities under the Securities Exchange Act of 1934.
Item 28. Location of Accounts and Records
(1) Warburg, Pincus Intermediate Maturity
Government Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Fund's Articles of Incorporation, by-laws and
minute books)
(2) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(records relating to its functions as transfer
agent and dividend disbursing agent)
(3) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as co-administrator)
(4) Counsellors Funds Service, Inc.
466 Lexington Avenue
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New York, New York 10017-3147
(records relating to its functions as co-administrator)
(5) PNC Bank, National Association
Mutual Fund Custody Services
200 Stevens Drive
Suite 440
Lester, Pennsylvania 19113
(records relating to its functions as custodian)
(6) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as distributor)
(7) Warburg Pincus Asset Management, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as investment adviser)
(8) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
(records relating to its functions as transfer agent
and dividend disbursing agent)
Item 29. Management Services
Not applicable
Item 30. Undertakings
Not applicable
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act and has
duly caused this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and the State of New York, on
the 12th day of February, 1999.
WARBURG, PINCUS INTERMEDIATE
MATURITY GOVERNMENT FUND, INC.
By: /s/ Eugene L. Podsiadlo
-----------------------
Eugene L. Podsiadlo
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment has been signed below by the following persons in the capacities
and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John L. Furth Chairman of the Board February 12, 1999
- ----------------------- of Directors
John L. Furth
/s/ Eugene L. Podsiadlo President February 12, 1999
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Eugene L. Podsiadlo
/s/ Howard Conroy Vice President and Chief February 12, 1999
- --------------------------- Financial Officer
Howard Conroy
/s/ Daniel S. Madden Treasurer and Chief February 12, 1999
- --------------------------- Accounting Officer
Daniel S. Madden
/s/ Richard N. Cooper Director February 12, 1999
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Richard N. Cooper
/s/ Jack W. Fritz Director February 12, 1999
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Jack W. Fritz
/s/ Jeffrey E. Garten Director February 12, 1999
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Jeffrey E. Garten
/s/ Arnold M. Reichman Director February 12, 1999
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Arnold M. Reichman
/s/ Alexander B. Trowbridge Director February 12, 1999
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Alexander B. Trowbridge
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