COLONIAL INTERMEDIATE HIGH INCOME FUND
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 28, 1996
Dear Shareholder:
The Annual Meeting of Shareholders (Meeting) of Colonial Intermediate
High Income Fund (Fund) will be held at the offices of Colonial Management
Associates, Inc. (Adviser), One Financial Center, Boston, Massachusetts, on
Friday, June 28, 1996, at 10:00 a.m. Eastern time, to:
1. Elect four Trustees;
2. Ratify or reject the selection of independent accountants; and
3. Transact such other business as may properly come before the Meeting
or any adjournment thereof.
By order of the Trustees,
Arthur O. Stern, Secretary
May 17, 1996
NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
IF A QUORUM IS NOT PRESENT AT THE MEETING, ADDITIONAL EXPENSES WILL BE
INCURRED TO SOLICIT ADDITIONAL PROXIES. TO AVOID THESE COSTS TO YOUR FUND,
PLEASE VOTE, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
IMMEDIATELY.
IH-85/154C-0596
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2
PROXY STATEMENT
General Information
May 17, 1996
The enclosed proxy, which was first mailed on May 17, 1996, is solicited
by the Trustees for use at the Meeting. All properly executed proxies received
in time for the Meeting will be voted as specified in the proxy or, if no
specification is made, in favor of each proposal referred to in the Proxy
Statement. The proxy may be revoked prior to its exercise by a later dated
proxy, by written revocation received by the Secretary or by voting in person.
Solicitation may be made by mail, telephone, telegraph, telecopy and personal
interviews. Authorization to execute proxies may be obtained by telephonically
or electronically transmitted instructions. The cost of solicitation will be
paid by the Fund.
Holders of a majority of the shares outstanding and entitled to vote
constitute a quorum and must be present in person or represented by proxy for
business to be transacted at the Meeting. On May 8, 1996, the Fund had
outstanding 14,354,228.823 shares of beneficial interest. Shareholders of record
at the close of business on May 8, 1996 will have one vote for each share held.
As of May 8, 1996, The Depository Trust Company (Cede & Co.), 7 Hanover Square,
New York, New York 10004, owned of record 84.69% of the Fund's outstanding
shares.
Votes cast by proxy or in person will be counted by persons appointed by
the Fund to act as election tellers for the Meeting. The tellers will count the
total number of votes cast "for" approval of the proposals for purposes of
determining whether sufficient affirmative votes have been cast. Where a
shareholder withholds authority or abstains, or the proxy reflects a "broker
non-vote" (i.e., shares held by brokers or nominees as to which (i) instructions
have not been received from the beneficial owners or persons entitled to vote
and (ii) the broker or nominee does not have discretionary voting power on a
particular matter), the shares will be counted as present and entitled to vote
for purposes of determining the presence of a quorum. With respect to the
election of Trustees and ratification of independent accountants, withheld
authority, abstentions and broker non-votes have no effect on the outcome of the
voting.
Further information concerning the Fund is contained in its most recent
Annual Report to shareholders, which is obtainable free of charge by writing the
Adviser at One Financial Center, Boston, MA 02111 or by calling 1-800-248-2828.
1. Election of Four Trustees.
Ms. Collins and Messrs. Bleasdale, Ireland and Neuhauser (who have each
agreed to serve) are proposed for election as Trustees of the Fund, each to
serve for three years or until a successor is elected. The Board of Trustees
currently consists of Ms. Collins and Messrs. Birnbaum, Bleasdale, Grinnell,
Ireland, Lowry, Mayer, Moody, Neuhauser, Shinn, Sullivan and Weeks. The Board of
Trustees is divided into the following three classes, each with a three year
term expiring in the years indicated (assuming the persons listed above are
elected at the Meeting):
1997 1998 1999
---- ---- ----
Mr. Moody Mr. Birnbaum Mr. Bleasdale
Mr. Shinn Mr. Grinnell Ms. Collins
Mr. Weeks Mr. Lowry Mr. Ireland
Mr. Mayer Mr. Neuhauser
Mr. Sullivan
The following table sets forth certain information about the Trustees:
Shares
Beneficially
Owned and
Percent
of Fund at
Name Trustee May 8,
Age Since Principal Occupation(1) and Directorships 1996 (2)
Robert J. Birnbaum Retired (formerly Special Counsel, Dechert Price ----
(68) 1995 & Rhoads). Director or Trustee: Colonial
Funds, Liberty All-Star Equity Fund, Liberty
All-Star Growth Fund, Inc. (formerly The Charles
Allmon Trust, Inc.) and The Emerging Germany
Fund.
Tom Bleasdale Retired (formerly Chairman of the Board and ----
(65) 1988 Chief Executive Officer, Shore Bank & Trust
Company). Director or Trustee: Colonial Funds,
Stok, Inc. and The Empire Company.
Lora S. Collins Attorney, Kramer, Levin, Naftalis, Nessen, Kamin ----
(60) 1988 & Frankel (law). Trustee: Colonial Funds.
James E. Grinnell Private Investor. Director or Trustee: Colonial ----
(66) 1995 Funds, Liberty All-Star Equity Fund and Liberty
All-Star Growth Fund, Inc. (formerly The Charles
Allmon Trust, Inc.).
William D.Ireland,Jr. Retired (formerly Chairman of the Board, Bank of ----
(72) 1992 New England--Worcester). Trustee: Colonial
Funds.
Richard W. Lowry Private Investor. Director or Trustee: Colonial ----
(60) 1995 Funds, Liberty All-Star Equity Fund and Liberty
All-Star Growth Fund, Inc. (formerly The Charles
Allmon Trust, Inc.).
Shares
Beneficially
Owned and
Percent
of Fund at
Name Trustee May 8,
(Age) Since Principal Occupation(1) and Directorships 1996 (2)
William E. Mayer* Dean of the College of Business and Management, ----
(56) 1994 University of Maryland (formerly Dean of the
Simon Graduate School of Business, University of
Rochester). Director or Trustee: Colonial
Funds, Hambrecht & Quist Incorporated and Chart
House Enterprises.
James L. Moody, Jr. Chairman of the Board, Hannaford Bros. Co. (food ----
(64) 1988 distributor) (formerly Chief Executive Officer,
Hannaford Bros. Co.). Director or Trustee:
Colonial Funds, Penobscot Shoe Co., Staples,
Inc., UNUM Corporation and IDEXX Laboratories,
Inc.
John J. Neuhauser Dean of the School of Management, Boston ----
(53) 1992 College. Director or Trustee: Colonial Funds and
Hyde Athletic Industries, Inc.
George L. Shinn Financial Consultant (formerly Chairman, Chief ----
(73) 1992 Executive Officer and Consultant, The First
Boston Corporation). Director or Trustee:
Colonial Funds, The New York Times Company and
Phelps Dodge Corporation.
Robert L. Sullivan Self-employed Management Consultant. Trustee: ----
(68) 1989 Colonial Funds.
Sinclair Weeks, Jr. Chairman of the Board, Reed & Barton ----
(72) 1992 Corporation. Director or Trustee: Colonial
Funds.
* Mr. Mayer is an "interested person," as defined in the Investment
Company Act of 1940 (1940 Act), because of his affiliation with
Hambrecht & Quist Incorporated (a registered broker-dealer).
(1) Except as otherwise noted, each individual has held the office
indicated or other offices in the same company for the last five years.
(2) On May 8, 1996, the Trustees and officers of the Fund as a group
beneficially owned less than 1% of the then outstanding shares of the
Fund.
In this Proxy Statement, the "Colonial Funds" means Colonial Trust I,
Colonial Trust II, Colonial Trust III, Colonial Trust IV, Colonial Trust V,
Colonial Trust VI, Colonial Trust VII, LFC Utilities Trust, Colonial High Income
Municipal Trust, Colonial InterMarket Income Trust I, Colonial Intermediate High
Income Fund, Colonial Investment Grade Municipal Trust and Colonial Municipal
Income Trust.
The following table sets forth certain information about the executive
officers of the Fund:
Executive
Name Officer
(Age) Since Office with Fund; Principal Occupation (3)
Harold W. Cogger President of the Fund (formerly Vice
(60) 1993 President); Chairman of the Board,
President, Chief Executive Officer and
Director of the Adviser and The Colonial
Group, Inc. (TCG) (formerly Executive Vice
President of the Adviser); Executive Vice
President and Director of Liberty Financial
Companies, Inc. (Liberty Financial);
President of the Colonial Funds (formerly
Vice President); Director or Trustee of
Liberty All-Star Equity Fund and Liberty
All-Star Growth Fund, Inc. (formerly The
Charles Allmon Trust, Inc.).
Davey S. Scoon Vice President of the Fund (formerly
(49) 1993 Treasurer); Executive Vice President and
Director of the Adviser (formerly Senior
Vice President and Treasurer); Executive
Vice President and Chief Operating Officer
of TCG (formerly Vice President - Finance
and Administration and Treasurer); Vice
President of the Colonial Funds (formerly
Treasurer).
Carl C. Ericson Vice President of the Fund; Senior Vice
(52) 1989 President and Director of the Adviser
(formerly Vice President); Manager of the
Taxable Fixed Income Group.
Andrea S. Feingold Vice President of the Fund (formerly
(32) 1993 Assistant Treasurer); Vice President of the
Adviser and head of the Corporate Group
(formerly Assistant Vice President and
Analyst of the Adviser); formerly
Investment Analyst, Sun Financial Group.
Executive
Name Officer
(Age) Since Office with Fund; Principal Occupation (3)
Richard A. Silver Treasurer and Chief Financial Officer of
(49) 1993 the Fund (formerly Controller); Senior Vice
President, Director, Treasurer and Chief
Financial Officer of the Adviser (formerly
Assistant Treasurer); Treasurer and Chief
Financial Officer of TCG (formerly
Assistant Treasurer); Treasurer and Chief
Financial Officer of the Colonial Funds
(formerly Controller).
Peter L. Lydecker Controller of the Fund (formerly Assistant
(42) 1993 Controller): Vice President of the Adviser
(formerly Assistant Vice President);
Controller of the Colonial Funds (formerly
Assistant Controller).
(3) Except as otherwise noted, each individual has held the office
indicated or other offices in the same company for the last five years.
Trustees' Compensation, Meetings and Committees
The Board of Trustees received the following compensation from the Fund
for the fiscal year ended October 31, 1995, and from the Colonial Funds complex
for the calendar year ended December 31, 1995, for serving as Trustees:
Total Compensation
Aggregate From Fund And Fund
Compensation From Complex Paid To The
Fund For The Trustees For The
Fiscal Year Ended Calendar Year Ended
Trustee October 31, 1995 December 31, 1995(4)
------- ---------------- --------------------
Robert J. Birnbaum(5) $ 856 $71,250
Tom Bleasdale 1,334(6) 98,000(7)
Lora S. Collins 1,323 91,000
James E. Grinnell(5) 854 71,250
William D. Ireland, Jr. 1,469 113,000
Richard W. Lowry(5) 856 71,250
William E. Mayer 1,240 91,000
James L. Moody, Jr. 1,446(8) 94,500(9)
Total Compensation
Aggregate From Fund And Fund
Compensation From Complex Paid To The
Fund For The Trustees For The
Fiscal Year Ended Calendar Year Ended
Trustee October 31, 1995 December 31, 1995(4)
------- ---------------- --------------------
John J. Neuhauser $1,238 $ 91,000
George L. Shinn 1,382 102,500
Robert L. Sullivan 1,372 101,000
Sinclair Weeks, Jr. 1,522 112,000
(4) At December 31, 1995, the Colonial Funds complex consisted of 33 open-end
and 5 closed-end management investment portfolios.
(5) Elected as a Trustee of the Colonial Funds complex on April 21, 1995.
(6) Includes $659 payable in later years as deferred compensation.
(7) Includes $49,000 payable in later years as deferred compensation.
(8) Total compensation of $1,446 for the fiscal year ended October 31,
1995, will be payable in later years as deferred compensation.
(9) Total compensation of $94,500 for the calendar year ended December
31, 1995, will be payable in later years as deferred compensation.
The following table sets forth the amount of compensation paid to Messrs.
Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund and Liberty All-Star Growth Fund, Inc. (formerly
The Charles Allmon Trust, Inc.) (together, Liberty Funds I) for service during
the calendar year ended December 31, 1995, and of Liberty Financial Trust (now
known as Colonial Trust VII) and LFC Utilities Trust (together, Liberty Funds
II) for the period January 1, 1995 through March 26, 1995(10):
Total Compensation From Total Compensation
Liberty Funds II For The From Liberty Funds I For
Period January 1, 1995 The Calendar Year Ended
Trustee Through March 26, 1995 December 31, 1995(11)
------- --------------------- ---------------------
Robert J. Birnbaum $2,900 $16,675
James E. Grinnell 2,900 22,900
Richard W. Lowry 2,900 26,250(12)
(10) On March 27, 1995, four of the portfolios in the Liberty Financial Trust
(now known as Colonial Trust VII) were merged into existing Colonial
Funds and a fifth was reorganized as a new portfolio of Colonial Trust
III. Prior to their election as Trustees of the Colonial Funds, Messrs.
Birnbaum, Grinnell and Lowry served as Trustees of Liberty Funds II;
they continue to serve as Trustees or Directors of Liberty Funds I.
(11) At December 31, 1995, the Liberty Funds I were advised by Liberty Asset
Management Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary
of Liberty Financial (an intermediate parent of the Adviser).
(12) Includes $3,500 paid to Mr. Lowry for service as Trustee of Liberty
Newport World Portfolio (formerly Liberty All-Star World Portfolio)
(Liberty Newport) during the calendar year ended December 31, 1995. At
December 31, 1995, Liberty Newport was managed by Newport Pacific
Management, Inc. and Stein Roe & Farnham Incorporated, each an affiliate
of the Adviser.
During the Fund's fiscal year ended October 31, 1995, the Board of
Trustees held seven meetings.
The Audit Committee of the Colonial Funds, consisting of Messrs.
Bleasdale, Ireland, Moody, Shinn, Sullivan and Weeks, met twice during the
Fund's fiscal year ended October 31, 1995. The Committee recommends to the
Trustees the independent accountants to serve as auditors, reviews with the
independent accountants the results of the auditing engagement and internal
accounting procedures and controls, and considers the independence of the
independent accountants, the range of their audit services and their fees.
The Compensation Committee of the Colonial Funds, consisting of Ms.
Collins and Messrs. Neuhauser, Sullivan and Weeks, met once during the Fund's
fiscal year ended October 31, 1995. The Committee reviews compensation of
the Board of Trustees.
The Nominating Committee of the Colonial Funds, consisting of Messrs.
Bleasdale, Ireland, Moody and Weeks, did not meet during the Fund's fiscal year
ended October 31, 1995. The Committee in its sole discretion recommends to the
Trustees nominees for Trustee and for appointments to various committees. The
Committee will consider candidates for Trustee recommended by shareholders.
Written recommendations with supporting information should be directed to the
Committee in care of the Fund.
During the Fund's fiscal year ended October 31, 1995, each of the current
Trustees attended more than 75% of the meetings of the Board of Trustees and the
committees of which such Trustee is a member, except that Messrs. Birnbaum,
Grinnell and Lowry attended more than 75% of the meetings of the Board of
Trustees and committees since they were elected as Trustees on April 21, 1995.
If any of the nominees listed above become unavailable for election, the
enclosed proxy may be voted for a substitute candidate in the discretion of the
proxy holder(s).
Required Vote
A plurality of the votes cast at the Meeting, if a quorum is represented,
is required for the election of each Trustee.
Description of the Adviser
The Adviser is a wholly-owned subsidiary of TCG, which in turn is a
wholly-owned subsidiary of Liberty Financial. Liberty Financial is an indirect
subsidiary of Liberty Mutual Insurance Company (Liberty Mutual). Liberty
Financial is a diversified and integrated asset management organization which
provides insurance and investment products to individuals and institutions. Its
principal executive offices are located at 600 Atlantic Avenue, 24th Floor,
Boston, Massachusetts 02210. Liberty Mutual is an underwriter of workers'
compensation insurance and a Massachusetts-chartered mutual property and
casualty insurance company. The principal business activities of Liberty
Mutual's subsidiaries other than Liberty Financial are property-casualty
insurance, insurance services and life insurance (including group life and
health insurance products) marketed through its own sales force. Liberty
Mutual's principal executive offices are located at 175 Berkeley Street, Boston,
Massachusetts 02117. Liberty Mutual is deemed to be the controlling entity of
the Adviser and its affiliates.
2. Ratification of Independent Accountants.
Price Waterhouse LLP was selected as independent accountants for the Fund
for the Fund's fiscal year ending October 31, 1996, by unanimous vote of the
Board of Trustees, subject to ratification or rejection by the shareholders.
Neither Price Waterhouse LLP nor any of its partners has any direct or material
indirect financial interest in the Fund. A representative of Price Waterhouse
LLP will be available at the Meeting, if requested by a shareholder in writing
at least five days before the Meeting, to respond to appropriate questions and
make a statement (if the representative desires).
Required Vote
Ratification requires the affirmative vote of a majority of the shares of
the Fund voted at the Meeting.
3. Other Matters and Discretion of Attorneys Named in the Proxy.
As of the date of this Proxy Statement, only the business mentioned in
Items 1 and 2 of the Notice of the Meeting is contemplated to be presented. If
any procedural or other matters properly come before the Meeting, the enclosed
proxy shall be voted in accordance with the best judgment of the proxy
holder(s).
If a quorum of shareholders (a majority of the shares entitled to vote at
the Meeting) is not represented at the Meeting or at any adjournment thereof,
or, even though a quorum is so represented, if sufficient votes in favor of the
Items set forth in the Notice of the Meeting are not received by June 28, 1996,
the persons named as proxies may propose one or more adjournments of the Meeting
for a period or periods of not more than ninety days in the aggregate and
further solicitation of proxies may be made. Any such adjournment may be
effected by a majority of the votes properly cast in person or by proxy on the
question at the session of the Meeting to be adjourned. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the Items set forth in the Notice of the Meeting.
They will vote against any such adjournment those proxies required to be voted
against any of such Items.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(f) of the 1940 Act, as amended, require the Fund's Board of Trustees
and executive officers, persons who own more than ten percent of the Fund's
equity securities, the Fund's investment adviser and affiliated persons of the
Fund's investment adviser, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of the Fund's
shares and to furnish the Fund with copies of all Section 16(a) forms they file.
Based solely upon a review of copies of such filings that were so furnished to
the Fund, the Fund believes that Liberty Mutual and its affiliates which include
Liberty Financial, the Adviser and TCG, filed a late Form 3 (Initial Statement
of Beneficial Ownership), on which they reported that the Adviser held
23,908.400 shares of the Fund as of March 24, 1995. Liberty Mutual and its
affiliates also filed a late Form 5 (Annual Statement of Changes in Beneficial
Ownership), on which they reported that the Adviser beneficially owned
25,415.695 shares of the Fund.
Date for Receipt of Shareholder Proposals
Proposals of shareholders which are intended to be considered for
inclusion in the Fund's proxy statement relating to the 1997 Annual Meeting of
Shareholders of the Fund must be received by the Fund at One Financial Center,
Boston, Massachusetts 02111 on or before November 20, 1996.
Shareholders are urged to vote, sign and mail their proxies immediately.
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COLONIAL INTERMEDIATE HIGH INCOME FUND
This Proxy is Solicited on Behalf of the Trustees.
PROXY
The undersigned shareholder hereby appoints Harold W. Cogger,
Nancy L. Conlin, Michael H. Koonce and Arthur O. Stern, and each of them,
proxies of the undersigned, with power of substitution, to vote at the Annual
Meeting of Shareholders of Colonial Intermediate High Income Fund,
to be held at Boston, Massachusetts, on Friday, June 28, 1996 and
at any adjournments, as follows on the reverse side.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE [See Reverse Side]
This proxy when properly executed will be voted in the manner directed below
and, absent direction, will be voted for Items 1 and 2 listed below.
1. ELECTION OF FOUR TRUSTEES (Item 1 of the Notice).
Nominees: Tom Bleasdale, Lora S. Collins, William D. Ireland, Jr.,
John J. Neuhauser
________ FOR the nominees listed (except as marked to the contrary below)
________ WITHHOLD AUTHORITY to vote for the nominees listed
----------------------------------------------------------------------------
INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the line.
2. PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS.
(Item 2 of the Notice)
____ FOR ____ AGAINST ____ ABSTAIN
3. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
__________MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
Please sign exactly as name appears hereon.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
Signature___________________Date__________________
Signature___________________Date__________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
