SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
CREDIT SUISSE WARBURG PINCUS INTERMEDIATE MATURITY GOVERNMENT FUND, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
CREDIT SUISSE WARBURG PINCUS
INTERMEDIATE MATURITY GOVERNMENT FUND, INC.
YOUR VOTE IS IMPORTANT
Dear Shareholder:
The Board of Directors (the "Board") of Credit Suisse Warburg Pincus
Intermediate Maturity Government Fund, Inc. (the "Fund") is asking you to
consider and approve a proposal to change the Fund's investment objective. The
Fund's current investment objective is to seek as high a level of current income
as is consistent with the preservation of capital. The proposed new investment
objective of the Fund is total return. This change is intended to increase the
Fund's overall investment flexibility and performance potential. The Board of
Directors of the Fund has also approved certain investment policy changes to
become effective if shareholders approve the change in investment objective.
Together, these changes will enable the Fund to make significant investments in
a broad range of investment grade fixed-income securities which we believe will
result in better returns over time than investments in securities of the U.S.
Government and its agencies and instrumentalities alone.
If the proposal is approved, the name of the Fund will be changed to
"Credit Suisse Investment Grade Bond Fund, Inc." to more accurately reflect the
proposed changes to the investment objective and policies.
We are pleased to invite you to attend a special meeting of
shareholders to consider the approval of the proposal to change the Fund's
investment objective to total return. No shareholder vote is required to revise
the Fund's investment policies or to change the name of the Fund.
THE BOARD MEMBERS OF YOUR FUND BELIEVE THAT THE PROPOSAL SET FORTH
ABOVE IS IMPORTANT AND RECOMMEND THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY
AND THEN VOTE FOR THE PROPOSAL.
Detailed information about the proposal may be found in the attached
Proxy Statement. You are entitled to vote at the meeting and any adjournments
thereof if you owned shares of the Fund at the close of business on October 17,
2001. If you attend the meeting, you may vote your shares in person. If you do
not expect to attend the meeting, please complete, date, sign and return the
enclosed proxy in the enclosed postage paid envelope. If you prefer, you can fax
the proxy card to D.F. King & Co., Inc., the Fund's proxy solicitor, Attn:
Dominick F. Maurillo, at (212) 269-2796. We also encourage you to vote by
telephone or through the Internet. Proxies may be voted by telephone by calling
(800) 714-3312 between the hours of 9:00 a.m. and 10:00 p.m. (Eastern time) or
through the Internet using the Internet address located on your proxy card.
Voting by fax, telephone or through the Internet will reduce the time
and costs associated with the proxy solicitation. When the Fund records proxies
by telephone or through the Internet, it will use reasonable procedures designed
to (i) authenticate shareholders' identities, (ii) allow shareholders to
authorize the voting
of their shares in accordance with their instructions and (iii) confirm that
their instructions have been properly recorded.
Whichever voting method you use, please read the full text of the proxy
statement before you vote.
If you have any questions regarding the proposals, please feel free to
call D.F. King & Co., Inc. at (800) 714-3312.
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED PROMPTLY.
Respectfully,
/s/ James P. McCaughan
James P. McCaughan
Chairman
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on
the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signatures
Corporate Accounts
(1) ABC Corp.........................................ABC Corp.
(2) ABC Corp. .......................................John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer .........................John Doe
(4) ABC Corp. Profit Sharing Plan ...................John Doe, Trustee
Trust Accounts
(1) ABC Trust ......................................Jane B. Doe,
Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 ..................................Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ...................John B. Smith
(2) John B. Smith ...................................John B. Smith, Jr.,
Executor
CREDIT SUISSE WARBURG PINCUS
INTERMEDIATE MATURITY GOVERNMENT FUND, INC.
466 Lexington Avenue
New York, New York 10017-3147
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 19, 2001
Dear Shareholders:
Please take notice that a Special Meeting of Shareholders (the "Special
Meeting") of Credit Suisse Warburg Pincus Intermediate Maturity Government Fund,
Inc. (the "Fund") will be held on Wednesday, December 19, 2001, at 2:00 p.m.,
Eastern Time, at the offices of the Fund, 466 Lexington Avenue, New York, New
York 10017-3147, 16th Floor, for the following purpose:
PROPOSAL To approve a change of the Fund's investment objective to total return.
The appointed proxies, in their discretion, will vote on any other
business as may properly come before the Special Meeting or any adjournment
thereof.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSAL.
Holders of record shares of the Fund at the close of business on
October 17, 2001 are entitled to vote at the Special Meeting and at any
adjournment(s) thereof. As a convenience to shareholders, you can now vote in
any of five ways:
o By mail, with the enclosed proxy card(s);
o By telephone, with a toll-free call to the telephone number that
appears on your proxy card or, if no toll-free telephone number
appears on your proxy card, to D.F. King & Co., Inc., the Fund's
proxy solicitor, at 1-800-714-3312;
o By faxing the enclosed proxy card to D.F. King & Co., Inc., Attn:
Dominick F. Maurillo, at 212-269-2796;
o Through the Internet, by using the Internet address located on your
proxy card and following the instructions on the site; or
o In person at the Special Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
If you have any questions regarding the proposal, please feel free to
call D.F. King & Co., Inc. at 1-800-714-3312.
By Order of the Board of Directors,
/s/ Hal Liebes
Hal Liebes
Vice President and Secretary
October 25, 2001
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID
THE EXPENSE OF FURTHER SOLICITATION.
CREDIT SUISSE WARBURG PINCUS
INTERMEDIATE MATURITY GOVERNMENT FUND, INC.
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3147
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 19, 2001
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of Credit Suisse Warburg
Pincus Intermediate Maturity Government Fund, Inc. (the "Fund") for use at the
Special Meeting of Shareholders of the Fund, to be held at the offices of the
Fund, 466 Lexington Avenue, New York, New York 10017-3147, on Wednesday,
December 19, 2001, at 2:00 p.m., Eastern Time, and at any and all adjournments
thereof (the "Special Meeting").
This Proxy Statement, Notice of Special Meeting and the proxy card are
first being mailed to shareholders on or about October 25, 2001 or as soon as
practicable thereafter. Any shareholder giving a proxy has the power to revoke
it on the Internet, by telephone, by mail (addressed to Hal Liebes, Vice
President and Secretary of Credit Suisse Warburg Pincus Funds, c/o Credit Suisse
Asset Management, LLC, 466 Lexington Avenue, New York, New York 10017-3147), in
person at the Special Meeting by executing a superseding proxy or by submitting
a notice of revocation. All properly executed proxies received in time for the
Special Meeting will be voted as specified in the proxy, or, if no specification
is made, in favor of the proposal referred to in the Proxy Statement.
The presence at any Special Meeting, in person or by proxy, of the
holders of at least one-third of the shares entitled to be cast shall constitute
a quorum. In the event that the necessary quorum to transact business or the
vote required to approve or reject the proposal is not obtained at the Special
Meeting, the persons named as proxies may propose one or more adjournments of
the Special Meeting in accordance with applicable law to permit further
solicitation of proxies with respect to the proposal. Any such adjournment will
require the affirmative vote of the holders of a majority of the Fund's shares
present in person or by proxy at the Special Meeting. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor for that proposal and will vote against any such
adjournment those proxies to be voted against that proposal.
1
For purposes of determining the presence of a quorum for transacting
business at the Special Meeting, abstentions and broker "non-votes" will be
treated as shares that are present but which have not been voted. Broker
non-votes are proxies received from brokers or nominees when the broker or
nominee has neither received instructions from the beneficial owner or other
persons entitled to vote nor has discretionary power to vote on a particular
matter. Accordingly, shareholders are urged to forward their voting instructions
promptly.
Approval of the proposal will require the affirmative vote of a
"majority of the outstanding voting securities" of the Fund ("Majority Vote").
"Majority Vote" for purposes of this proxy statement, and under the Investment
Company Act of 1940, as amended (the "1940 Act"), means the lesser of (i) 67% of
the shares represented at a meeting at which more than 50% of the outstanding
shares of the Fund are represented or (ii) more than 50% of the outstanding
Shares of the Fund. If the shareholders of the Fund should fail to approve the
proposed new investment objective, the Board shall consider appropriate action
with respect to such non-approval of the proposed new investment objective.
Abstentions and broker non-votes will have the effect of votes
"against" the proposal for purposes of tabulating votes necessary for each
proposal's approval. As noted above, properly executed proxies in which no
specification is made will be voted in favor of the proposal.
The Fund is an open-end investment company having one class of common
stock outstanding. Each full share outstanding is entitled to one vote and each
fractional share outstanding is entitled to a proportionate share of one vote.
As of October 17, 2001 (the "Record Date"), the Fund had 4,941,949.647
outstanding shares.
The persons who owned more than 5% of the Fund's outstanding shares as
of the Record Date, to the knowledge of the Fund, are set forth in APPENDIX A
hereto.
THE FUND PROVIDES PERIODIC REPORTS TO ALL OF ITS SHAREHOLDERS WHICH
HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF
PORTFOLIO CHANGES. YOU MAY RECEIVE AN ADDITIONAL COPY OF THE MOST RECENT ANNUAL
REPORT FOR THE FUND AND A COPY OF THE MORE RECENT SEMI-ANNUAL REPORT, WITHOUT
CHARGE, BY CALLING 800-927-2874 OR BY WRITING TO CREDIT SUISSE WARBURG PINCUS
FUNDS, P.O. BOX 9030, BOSTON, MASSACHUSETTS 02205-9030.
PROPOSAL
APPROVAL OF A CHANGE OF THE FUND'S INVESTMENT OBJECTIVE
INTRODUCTION
The Board is asking shareholders to approve a proposal to change the
Fund's investment objective to total return. The Fund's current investment
2
objective is to seek as high a level of current income as is consistent with the
preservation of capital. The Fund's investment objective cannot be changed
without shareholder approval. The Board approved this proposal at a meeting held
on October 2, 2001. For the reasons described below, the Board believes that the
proposed change is in the best interests of shareholders.
The Board has approved certain investment policy changes to become
effective if shareholders approve the change in investment objective. If the
proposal is approved, the Fund's name will also be changed to the "Credit Suisse
Investment Grade Bond Fund, Inc." to more accurately describe the Fund's
proposed investment objective and policies. The proposal is discussed in more
detail below.
CHANGE OF THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Existing Policies. As stated above, the Fund's current investment
objective is to seek as high a level of current income as is consistent with the
preservation of capital. To achieve this objective, the Fund invests in
securities of the U.S. Government and its agencies and instrumentalities. The
Fund normally maintains a weighted average portfolio maturity of between three
and 10 years. The proposed new investment objective of the Fund is total return.
Proposed New Policies. The Board has approved certain policies that
will be implemented if, and only if, the proposal to change the Fund's
investment objective is approved. The Fund will invest, under normal market
conditions, at least 80% of its net assets in investment grade fixed-income
securities. In choosing investments for the Fund, the portfolio managers will
seek to maintain an average dollar-weighted credit rating of the portfolio of A
or better. The portfolio managers will use sector rotation and security
selection as primary sources of performance and will generally invest in
securities represented in the Lehman Brothers Aggregate Bond Index (the
"Index"), or securities that have similar credit characteristics to those of the
Index. The portfolio managers will sell a security when there has been a
fundamental change in the issuer's prospects or financial condition. The
portfolio managers also will sell securities for a variety of other reasons,
such as to realize profits, limit losses or take advantage of better investment
opportunities.
Investment grade securities are securities rated BBB or better by
Standard & Poor's Ratings Services (or similarly rated by another major rating
agency), or unrated securities determined by Credit Suisse Asset Management, LLC
("CSAM"), the Fund's investment adviser, to be of equivalent quality, at the
time of purchase. In the event that a security held by the portfolio is
downgraded below investment grade, the portfolio managers will take this into
consideration in deciding whether to continue to hold the security, but are not
required to dispose of the security.
3
The Fund will invest primarily in fixed-income securities, such as
corporate bonds, debentures and notes, convertible debt securities, preferred
stocks, government securities, municipal securities, mortgage-backed securities
and repurchase agreements involving portfolio securities. The Fund will be
authorized to invest without limit in U.S. dollar denominated foreign securities
and up to 10% of its assets in non-dollar-denominated foreign securities. To a
limited extent, the Fund may engage in other investment practices.
The interest income to be derived from debt securities may be
considered as one factor in selecting such securities for investment by CSAM.
Because the market value of debt obligations can be expected to vary inversely
to changes in prevailing interest rates, investing in debt obligations may
provide an opportunity for capital growth when interest rates are expected to
decline. The success of such a strategy is dependent upon CSAM's ability to
forecast accurately changes in interest rates. The market value of debt
obligations may also be expected to vary depending upon, among other factors,
the ability of the issuer to repay principal and interest, any change in
investment rating and general economic conditions.
RISK FACTORS
As stated above, if the proposal is approved and the new investment
policies are implemented, the Fund will have an increased ability to invest in
the fixed-income securities of issuers other than the U.S. Government and its
agencies and instrumentalities. The market values of such securities reflect
individual issuer developments and may be more sensitive to changes in the
equity markets or unfavorable economic or political developments. Thus, under
certain circumstances, the Fund's net asset value can be expected to experience
more volatility than it has experienced historically. In addition, the increased
ability of the Fund to invest in fixed-income securities other than U.S.
Government securities and the securities of foreign issuers increases the
potential credit risk and foreign securities risk, respectively, associated with
the Fund.
Credit Risk. Credit risk represents the risk that the issuer of a
security or the counterparty to a contract may default or otherwise become
unable to honor a financial obligation. Securities issued by the U.S. Government
and its agencies and instrumentalities have very low, if any, credit risk. Other
issuers have varying degrees of credit risk that must be evaluated by CSAM to
assess the attractiveness of the investment opportunity, since the tradeoff for
assuming additional credit risk is a potentially higher return. To mitigate this
additional credit risk, the Fund will invest primarily in investment grade
securities. In addition, as stated above, the portfolio managers will seek to
maintain an average dollar-weighted credit rating of the portfolio of A or
better.
Foreign Risk. A fund that invests in foreign securities carries
additional risk such as currency risk, information risk and political risk.
Currency risk is the risk that fluctuations in exchange rates between U.S.
dollar and foreign currencies
4
may negatively affect an investment. Adverse changes in exchange rates may erode
or reverse any gains produced by foreign-currency-denominated investments and
may widen any losses. The Fund may, but will not be required to, seek to reduce
currency risk by hedging part or all of its exposure to various foreign
currencies. Information risk is the risk that key information about an issuer,
security or market may be inaccurate or unavailable. Political risk is the risk
that foreign governments may expropriate assets, impose capital or currency
controls, impose punitive taxes, or nationalize a company or industry. Any of
these actions could have a severe effect on security prices and impair the
Fund's ability to bring its capital or income back to the U.S. Other political
risks include economic policy changes, social and political instability,
military action and war.
REASONS FOR THE PROPOSAL
The change in investment objective is intended to increase the Fund's
overall investment flexibility and performance potential. The Board and
management believe that by changing the Fund's investment objective and policies
to allow the Fund to invest in a broad range of investment grade fixed-income
securities with the goal of achieving total return -- and not just obligations
of the U.S. Government and its agencies and instrumentalities with the goal of
achieving income --investors can benefit. Because of their lower credit risk,
U.S. Government securities traditionally have lower yields than other fixed
income securities of like maturity. As a result of the proposed change in the
Fund's investment objective and policies, a larger universe of investment
opportunities will be available to the Fund, many of which can be expected to
provide a potentially higher total return than U.S. Government securities.
The assets in the Fund equal approximately 51,495,115.321 as of October
17, 2001. The Fund's Board believes the Fund may grow larger as a result of the
proposed changes because investors may achieve a higher return with only a
limited corresponding increase in investment risk. If this were to occur, it
might have a positive effect on the Fund's expense ratio.
PORTFOLIO REPOSITIONING
If the proposal is approved by shareholders, it is anticipated that
CSAM will reposition the Fund's portfolio to take advantage of the increased
flexibility in the Fund's investment objective and policies. In order to
accomplish this, the Fund may be required to sell securities currently held in
its portfolio. To the extent the prices at which the Fund sells securities are
greater than the prices at which the Fund purchased securities, the Fund will
recognize capital gains, which will be passed along to shareholders. Although it
is difficult to predict, the amount of capital gains that would be recognized by
the Fund as a result of repositioning its portfolio is not expected to be
material as of the date of this Proxy Statement.
5
CHANGE OF THE FUND'S NAME
The Board has also approved, subject to shareholder approval of the
proposal to change the Fund's investment objective, a change in the Fund's name
to "Credit Suisse Investment Grade Bond Fund, Inc." which is more descriptive of
the Fund's proposed investment objective and policies.
If the proposal is approved by shareholders of the Fund at the Special
Meeting, it will be effective upon appropriate disclosure being made in the
Fund's prospectus and statement of additional information.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR THIS PROPOSAL.
* * * * * * * * * * * * *
ADDITIONAL INFORMATION
GENERAL
The costs of the Special Meeting (estimated at $40,000, including the
cost of preparing, printing and mailing the enclosed proxy, accompanying notice
and proxy statement and all other costs incurred in connection with the
solicitation of proxies) will be paid entirely by CSAM (and not by the Fund).
The principal solicitation of proxies will be by the mailing of this proxy
statement, but proxies may also be solicited by telephone and/or in person by
representatives of the Fund and regular employees of CSAM or its affiliates.
Such representatives and employees will not receive additional compensation for
solicitation activities.
D.F. King & Co., Inc. (the "Agent"), a proxy solicitation firm, has
been retained by CSAM to assist in the solicitation of proxies and will receive
fees estimated at $7,000, plus reimbursement for out-of-pocket expenses. As the
Special Meeting date approaches, shareholders may receive a telephone call from
a representative of the Agent if their vote has not yet been received.
Authorization to permit the Agent to execute proxies may be obtained by
telephonic or electronic transmitted instructions from shareholders of the Fund.
Proxies that are obtained telephonically will be recorded in accordance with the
procedures set forth below. The Board believes that these procedures are
reasonably designed to ensure that the identity of the shareholder casting the
vote and the shareholder's voting instructions are accurately determined.
6
In all cases where a telephonic proxy is solicited, the Agent's
representative is required to ask for each shareholder's full name, address,
last four digits of the shareholder's social security or tax identification
number, title of the person and whether such person is authorized to direct the
voting of such shares (if an entity), the number of shares owned, if known, and
to confirm that the shareholder has received the proxy statement and proxy card
in the mail. If the information solicited agrees with the information provided
to the Agent, then the Agent representative has the responsibility to explain
the process, read the proposals listed on the proxy card, and ask for the
shareholder's instructions on the proposal(s). The Agent's representative,
although he or she is permitted to answer questions about the process, is not
permitted to recommend to the shareholder how to vote, other than to read any
recommendation set forth in the proxy statement. The Agent will record the
shareholder's instructions on the card. Within 72 hours, the shareholder will be
sent a letter by first class mail confirming his or her vote and asking the
shareholder to call the Agent immediately if his or her votes are not correctly
reflected in the confirmation.
If the shareholder wishes to participate in the Special Meeting, but
does not wish to give his or her proxy by telephone, by fax or by the Internet,
the shareholder may still submit the proxy card originally sent with the proxy
statement or attend in person. Should shareholders require additional
information regarding the proxy or replacement proxy cards, they may contact the
Agent toll-free at 1-800-714-3312. Any proxy given by a shareholder, whether in
writing, by telephone, by fax or by the Internet, is revocable.
Credit Suisse Asset Management Securities, Inc., an affiliate of CSAM,
is the Fund's principal underwriter.
SHAREHOLDER PROPOSALS
Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Special Meeting, if any,
should send their written proposals to the Secretary of the Fund, c/o Credit
Suisse Asset Management, LLC, 466 Lexington Avenue, New York, NY 10017, within a
reasonable time before the solicitation of proxies for such meeting. The timely
submission of a proposal does not guarantee its inclusion.
7
OTHER BUSINESS
Management knows of no business to be presented to the Special Meeting
other than the matters set forth in this proxy statement, but should any other
matter requiring the vote of shareholders arise, the proxies will vote thereon
according to their best judgment in the interests of the Fund.
By Order of the Board of Directors,
/s/ Hal Liebes
Hal Liebes
Vice President and Secretary
New York, New York
October 25, 2001
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT AND THE MORE RECENT SEMI-ANNUAL REPORT TO A SHAREHOLDER UPON REQUEST. ANY
SUCH REQUEST SHOULD BE DIRECTED TO THE FUND BY CALLING 800-927-2874 OR BY
WRITING TO CREDIT SUISSE WARBURG PINCUS FUNDS, P.O. BOX 9030, BOSTON,
MASSACHUSETTS 02205-9030.
8
APPENDIX A
CREDIT SUISSE WARBURG PINCUS
INTERMEDIATE MATURITY GOVERNMENT FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
NUMBER OF PERCENT OF
COMMON SHARES COMMON SHARES
OWNED OF RECORD OUTSTANDING
NAME AND ADDRESS
Charles Schwab & Co., Inc. 1,325,653.2030 26.72%
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Corporation 930,897.7180 18.76%
FBO Customers
Church Street Station
PO Box 3908
New York, NY 10008-3908
* The Fund does not believe that these entities are the beneficial owners of
the shares held by record by them.
A-1
PROXY CARD
CREDIT SUISSE WARBURG PINCUS
INTERMEDIATE MATURITY GOVERNMENT FUND, INC.
SPECIAL MEETING OF SHAREHOLDERS TO
BE HELD ON DECEMBER 19, 2001 AT 2:00 PM
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby appoint Rocco Del Guercio and Gregory Bressler, and each of them, each
with the full power of substitution, as proxies for the undersigned to vote the
shares of Credit Suisse Warburg Pincus Intermediate Maturity Government Fund,
Inc. (the "Fund") as to which I am entitled to vote, as shown on the reverse
side, at a Special Meeting of the Shareholders of the Fund to be held on
Wednesday, December 19, 2001, at 2:00 p.m., Eastern Time, at the offices of the
Fund, 466 Lexington Avenue, New York, New York 10017, 16th Floor, and any
adjournments thereof (the "Meeting"), as follows:
I hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Proxy Statement dated October 25, 2001. THIS
PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE PROPOSAL.
This instruction may be revoked at any time prior to its exercise at the Meeting
by execution of a subsequent proxy card, by written notice to the Secretary of
the Fund or by voting in person at the Meeting.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear on this proxy card. If
the individual signing the proxy card is a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.), the individual's signature must be followed by his
full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------ ------------------------
------------------------ ------------------------
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[REVERSE SIDE]
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
CREDIT SUISSE WARBURG PINCUS THE BOARD OF DIRECTORS OF THE FUND
INTERMEDIATE MATURITY GOVERNMENT UNANIMOUSLY RECOMMENDS A VOTE
FUND, INC. FOR THE PROPOSAL.
VOTE THIS CARD TODAY!
BY MAIL, BY PHONE AT
1-800-714-3312,
BY FAX AT
212-269-2796
OR ON-LINE AT www.warburg.com
This proxy, if properly executed, For Against Abstain
will be voted in
the manner directed by the --- --- ---
undersigned shareholder. To approve a change of the Fund's
IF NO DIRECTION IS MADE, THIS PROXY investment objective to total return.
WILL BE VOTED "FOR" APPROVAL
OF THE PROPOSAL.
The appointed proxies, in their discretion, will vote on any other
CONTROL NUMBER: business as may properly come before the Special Meeting or any
adjournment thereof.
Please be sure to sign and date Mark box at right if an address change or comment
this Proxy. Date has been noted on the reverse side. ---
Shareholder sign here Co-owner sign here:
------------------- -------------------
DETACH CARD RECORD DATE SHARES: