COLONIAL INTERMEDIATE HIGH INCOME FUND
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 1999
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. (Advisor), One Financial Center, Boston, Massachusetts, on
Wednesday, April 28, 1999, at 10:00 a.m. Eastern time, to:
1. Elect seven Trustees;
2. Ratify 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 Board of Trustees,
Nancy L. Conlin, Secretary
March 18, 1999
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-85/812G-0399
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
General Information
March 18, 1999
The enclosed proxy, which was first mailed on March 18, 1999, 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 Fund will bear
the cost of solicitation, which includes the printing and mailing of proxy
materials and the tabulation of votes. By voting as soon as you receive your
proxy materials, you will help to reduce the cost of any additional mailings.
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 February 1, 1999, the Fund had
outstanding 20,125,968.018 shares of beneficial interest. Shareholders of record
at the close of business on February 1, 1999 will have one vote for each share
held. As of February 1, 1999, The Depository Trust Company (Cede & Company), 7
Hanover Square, New York, New York 10004, owned of record 18,111,542 shares
representing 89.99% 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.
<PAGE>
Further information concerning the Fund is contained in its most recent
Annual Report to shareholders, which is obtainable free of charge by writing the
Advisor at One Financial Center, Boston, Massachusetts 02111 or by calling
1-800-426-3750.
1. TO ELECT SEVEN TRUSTEES.
Mss. Collins and Verville and Messrs. Bleasdale, Carberry,
Macera, Neuhauser and Stitzel (who have each agreed to serve) are proposed
for election as Trustees of the Fund, Ms. Verville, and Messrs. Macera and
Stitzel will each serve one year, and Ms. Collins and Messrs. Bleasdale,
Carberry and Neuhauser will each serve three years, or until a successor
is elected. The Board of Trustees currently consists of Mss. Collins and
Verville and Messrs. Birnbaum, Bleasdale, Carberry, Grinnell,
Lowry, Macera, Mayer, Moody, Neuhauser, Stitzel and Sullivan. Effective at
the end of 1999, Mr. Birnbaum will retire as a trustee of the Fund.
The Board of Trustees is divided into the following three classes,
each with a three year term expiring in the year indicated (assuming the
persons listed above are elected at the Meeting):
2000 2001 2002
---- ---- ----
Mr. Grinnell Mr. Birnbaum Mr. Bleasdale
Mr. Macera Mr. Lowry Mr. Carberry
Mr. Moody Mr. Mayer Ms. Collins
Mr. Stitzel Mr. Sullivan Mr. Neuhauser
Ms. Verville
The following table sets forth certain information about the Board of Trustees
of the Fund:
Shares and
Percent of
Fund
Beneficially
Owned at
Name Trustee Principal Occupation (1) and February 1,
(Age) since Directorships 1999 (2)
- ----- ------- ----------------------------- -----------
Robert J. Birnbaum 1995 Consultant (formerly Special Counsel,
(71) Dechert Price & Rhoads--law).
Director or Trustee: Colonial Funds, -0-
LAMCO Trust I, Liberty All-Star
Equity Fund, Liberty All-Star Growth
Fund, Inc., The Emerging Germany
Fund.
<PAGE>
Shares and
Percent of
Fund
Beneficially
Name Trustee Principal Occupation (1) and Owned at
(Age) since Directorships February 1,
1999 (2)
- -------- ------- ----------------------------- -----------
Tom Bleasdale 1988 Retired (formerly Chairman of the
(68) Board and Chief Executive Officer,
Shore Bank & Trust -0-
Company--banking). Director or
Trustee: Colonial Funds, Empire
Company Limited.
John V. Carberry * 1998 Senior Vice President of Liberty
(51) Financial Companies, Inc. (formerly
managing Director, Salomon -0-
Brothers--investment banking).
Director or Trustee: Colonial Funds,
LAMCO Trust I.
Lora S. Collins 1992 Attorney (formerly Attorney with
(63) Kramer, Levin, Naftalis & -0-
Frankel--law). Trustee: Colonial
Funds.
James E. Grinnell 1995 Private Investor. Director or
(69) Trustee: Colonial Funds, LAMCO Trust -0-
I, Liberty All-Star Equity Fund,
Liberty All-Star Growth Fund, Inc.
Richard W. Lowry 1995 Private Investor (formerly Senior
(62) Vice President-Operations, The
Rockport Company). Director or -0-
Trustee: Colonial Funds, LAMCO Trust
I, Liberty All-Star Equity Fund,
Liberty All-Star Growth Fund, Inc.
Salvatore Macera 1998 Private Investor (formerly Executive
(67) Vice President of Itek Corp. and
President of Itek Optical & -0-
Electronics Industries,
Inc.-electronics). Director or
Trustee: Colonial Funds, Stein Roe
Variable Investment Trust.
<PAGE>
Shares and
Percent of
Fund
Beneficially
Name Trustee Principal Occupation (1) and Owned at
(Age) since Directorships February 1,
1999 (2)
- -------- -------- ----------------------------- ------------
William E. Mayer * 1994 Partner, Development Capital, LLC -
(58) investments (formerly Dean, College
of Business and Management,
University of Maryland--higher
education; Dean, Simon Graduate
School of Business, University of -0-
Rochester--higher education; Chairman
and Chief Executive Officer, CS First
Boston Merchant Bank; and President
and Chief Executive Officer, The
First Boston Corporation). Director
or Trustee: Colonial Funds, LAMCO
Trust I, Liberty All-Star Equity
Fund, Liberty All-Star Growth Fund,
Inc., Hambrecht & Quist Incorporated,
Chart House Enterprises, Johns
Manville.
James L. Moody, Jr. 1988 Retired (formerly Chairman of the
(67) Board, Chief Executive Officer and
Director, Hannaford Bros. Co.--food
distributor). Director or Trustee: -0-
Colonial Funds, Penobscot Shoe Co.,
UNUM Corporation, IDEXX Laboratories,
Inc., Staples, Inc., Empire Company
Limited.
John J. Neuhauser 1992 Dean, School of Management, Boston
(56) College--higher education. Director
or Trustee: Colonial Funds, Liberty -0-
All-Star Equity Fund, LAMCO Trust I,
Liberty All-Star Growth Fund, Inc.,
Hyde Athletic Industries, Inc.
Thomas E. Stitzel 1998 Professor of Finance, College of
(63) Business, Boise State University -
higher education; Business Consultant -0-
and Author. Director or Trustee:
Colonial Funds, Stein Roe Variable
Investment Trust.
<PAGE>
Shares and
Percent of
Fund
Beneficially
Name Trustee Owned at
(Age) since Principal Occupation (1) and February 1,
Directorships 1999 (2)
- --------- ------- ---------------------------- ------------
Robert L. Sullivan 1989 Retired Partner, KPMG LLP --
(71) management consulting (formerly
Management Consulting, Saatchi and
Saatchi Consulting Ltd.; Principal -0-
and International Practice Director,
Management Consulting, Peat Marwick
Main & Co.). Trustee: Colonial Funds.
Anne-Lee Verville 1998 Consultant (formerly General Manager,
(53) Global Education Industry, and
President, Applications Solutions -0-
Division, IBM Corporation). Trustee:
Colonial Funds.
* Mr. Carberry is an "interested person," as defined in the
Investment Company Act of 1940 (1940 Act), because of his
affiliation with Liberty Financial Companies, Inc.
(Liberty Financial) (the indirect parent company
of the Advisor). Mr. Carberry is the owner of common shares and other
securities of Liberty Financial. Mr. Mayer is an "interested person," as
defined in the 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 February 1, 1999, 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,
Liberty Variable Investment 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.
<PAGE>
The following table sets forth certain information about the executive
officers of the Fund:
Shares and
Percent of
Fund
Beneficially
Executive Owned at
Name Officer February 1,
(Age) Since Office with Fund; Principal 1999 (4)
Occupation (3)
- ------ ---------- ----------------------------- ----------
Stephen E. Gibson President of the Fund and of the Colonial
45) 1998 Funds since June, 1998; Chairman of the Board
since July, 1998, Chief Executive Officer and
President since December, 1996, and Director,
since July, 1996 of the Advisor (formerly
Executive Vice President from July, 1996 to -0-
December, 1996); Director, Chief Executive
Officer and President of COGRA, LLC (COGRA)
since December, 1998 (formerly Director,
Chief Executive Officer and President of The
Colonial Group, Inc. (TCG) from December,
1996 to December, 1998); Assistant Chairman
of Stein Roe & Farnham Incorporated (SR&F)
since August, 1998 (formerly Managing
Director of Marketing of Putnam Investments,
June, 1992 to July, 1996).
Davey S. Scoon Vice President of the Fund and of the
(52) 1993 Colonial Funds since June, 1993; Vice
President since December, 1998 of LAMCO Trust
I; Executive Vice President since July, 1993
and Director since March, 1985 of the -0-
Advisor; Executive Vice President and Chief
Operating Officer since December, 1998 of
COGRA (formerly Executive Vice President and
Chief Operating Officer from March, 1995 to
December, 1998 of TCG; Vice President -
Finance and Administration and Treasurer from
November, 1985 to March, 1995; Executive Vice
President of SR&F since August, 1998).
Carl C. Ericson Vice President of the Fund since February,
(55) 1989 1989; Senior Vice President, Director and
Manager of the Taxable Fixed Income Group of -0-
the Advisor (since March, 1996 formerly Vice
President of the Advisor from January, 1992
to March, 1996).
<PAGE>
Shares and
Percent of
Fund
Executive Beneficially
Name Officer Owned at
(Age) Since Office with Fund; Principal February 1,
Occupation (3) 1999 (4)
- ------- --------- ----------------------------- ------------
Timothy J. Jacoby Treasurer and Chief Financial Officer of the
(46) 1996 Fund and of the Colonial Funds since October,
1996 (formerly Controller and Chief
Accounting Officer from October, 1997 to
February, 1998); Treasurer since December,
1998 of LAMCO Trust I; Senior Vice President -0-
since September, 1996 of the Advisor; Vice
President, Chief Financial Officer and
Treasurer since December, 1998 of COGRA
(formerly Vice President, Chief Financial
Officer and Treasurer from July, 1997 to
December, 1998 of TCG); Senior Vice President
since August, 1998 of SR&F (formerly Senior
Vice President, Fidelity Accounting and
Custody Services from September, 1993 to
September, 1996).
J. Kevin Connaughton Controller and Chief Accounting Officer of
(34) 1998 the Fund and of the Colonial Funds since
February, 1998; Controller since December,
1998 of LAMCO Trust I; Vice President of the -0-
Advisor since February, 1998 (formerly Senior
Tax Manager, Coopers & Lybrand, LLP from
April, 1996 to January, 1998; Vice President,
440 Financial Group/First Data Investor
Services Group from March, 1994 to April,
1996).
<PAGE>
Shares and
Percent of
Fund
Executive Beneficially
Name Officer Owned at
(Age) Since Office with Fund; Principal February 1,
Occupation (3) 1999 (4)
- ------ ------- ---------------------------- -----------
Nancy L. Conlin Secretary of the Fund and of the Colonial
(45) 1998 Funds since April, 1998 (formerly Assistant
Secretary from July, 1994 to April, 1998);
Director, Senior Vice President, General
Counsel, Clerk and Secretary of the Advisor
since April, 1998 (formerly Vice President,
Counsel, Assistant Secretary and Assistant -0-
Clerk from July, 1994 to April, 1998); Vice
President - Legal, General Counsel, Secretary
and Clerk of COGRA since December, 1998
(formerly Vice President - Legal, General
Counsel, Secretary and Clerk of TCG from
April, 1998 to December, 1998; Assistant
Clerk from July, 1994 to April, 1998);
(formerly Partner of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo from June, 1990 to
June, 1994).
(3) Except as otherwise noted, each individual has held the office indicated
or other offices in the same company for the last five years.
(4) As of record on February 1, 1999, the Trustees and officers of the Fund
as a group beneficially owned less than 1% of the then outstanding shares
of the Fund.
Trustees' Compensation, Meetings and Committees
A. Trustees' Compensation.
For the fiscal year ended October 31, 1998 and the calendar
year ended December 31, 1998, the Trustees received the following
compensation for serving as Trustees (5):
Total Compensation from
the Fund Complex Paid
Aggregate Compensation from to the Trustees for the
the Fund for the Fiscal Year Calendar Year Ended
Trustee Ended October 31, 1998 December 31, 1998 (6)
- -------- ---------------------------- ----------------------
Robert J. Birnbaum (7) $ 1,211 $ 99,429
Tom Bleasdale (7) 1,276 (8) 115,000 (9)
John V. Carberry (10)(11) N/A N/A
Lora S. Collins (7) 1,188 97,429
<PAGE>
Total Compensation from
the Fund Complex Paid
Aggregate Compensation from to the Trustees for the
the Fund for the Fiscal Year Calendar Year Ended
Trustee Ended October 31, 1998 December 31, 1998 (6)
- -------- ---------------------------- ----------------------
James E. Grinnell (7) $1,256(12) $103,071
William D. Ireland, Jr. (13) 518 35,333
Richard W. Lowry (7) 1,195 98,214
Salvatore Macera (14) --- 25,250
William E. Mayer (7) 1,242 99,286
James L. Moody, Jr. (7) 1,289 (15) 105,857 (16)
John J. Neuhauser (7) 1,285 105,323
George L. Shinn (13) 477 31,334
Thomas E. Stitzel (14) --- 25,250
Robert L. Sullivan (7) 1,285 104,100
Anne-Lee Verville (7)(10) 897 (17) 23,445 (18)
Sinclair Weeks, Jr. (13) 507 34,333
(5) The Fund does not currently provide pension or retirement plan
benefits to the Trustees.
(6) At December 31, 1998, the Fund Complex consisted of 56 open-end
management investment portfolios and 5 closed-end management
investment portfolios.
(7) Elected by the shareholders of Liberty Variable Investment
Trust on October 30, 1998.
(8) Includes $635 payable in later years as deferred compensation.
(9) Includes $52,000 payable in later years as deferred compensation.
(10) Elected by the trustees of the closed-end Colonial Funds on June 18,
1998 and by the shareholders of the open-end Colonial Funds on
October 30, 1998.
(11) Does not receive compensation because he is an affiliated Trustee
and employee of Liberty Financial.
(12) Includes $10 payable in later years as deferred compensation.
(13) Retired as a trustee of the Fund on April 24, 1998.
(14) Elected by the shareholders of the open-end Colonial funds on
October 30, 1998, and by the trustees of the closed-end Colonial Funds
on December 17, 1998.
(15) Total compensation of $1,289 for the fiscal year ended October 31,
1998, will be payable in later years as deferred compensation.
(16) Total compensation of $105,857 for the calendar year ended
December 31, 1998, will be payable in later years as deferred
compensation.
(17) Total compensation of $897 for the fiscal year ended October 31,
1998, will be payable in later years as deferred compensation.
(18) Total compensation of $23,445 for the calendar year ended
December 31, 1998, will be payable in later years as deferred
compensation.
<PAGE>
For the calendar year ended December 31, 1998, certain of the Trustees
received the following compensation in their capacities as Trustees or Directors
of the Liberty All-Star Equity Fund and of the Liberty All-Star Growth Fund,
Inc. (together, Liberty All-Star Funds)(19):
Total Compensation from the
Liberty All-Star Funds for the Calendar
Trustee Year Ended December 31, 1998 (20)
- --------- -----------------------------------------
Robert J. Birnbaum $25,000
John V. Carberry (21)(22) N/A
James E. Grinnell 25,000
Richard W. Lowry 25,000
William E. Mayer (23) 14,000
John J. Neuhauser (24) 25,000
(19) The Funds do not currently provide pension or retirement plan
benefits to the Trustees.
(20) The Liberty All-Star Funds are advised by Liberty Asset Management
Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary of
Liberty Financial (an intermediate parent of the Advisor).
(21) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.
(22) Elected by the trustees/directors of the Liberty All-Star Funds on
June 30, 1998.
(23) Elected by the shareholders of the Liberty All-Star Equity Fund on
April 22, 1998, and by the trustees of the Liberty All-Star Growth
Fund, Inc. on December 17, 1998.
(24) Elected by the shareholders of the Liberty All-Star Funds on April
22, 1998.
B. Meetings and Committees.
During the fiscal year ended October 31, 1998, the Board of Trustees
held six meetings.
The Audit Committee of the Colonial Funds, consisting of Messrs.
Bleasdale, Grinnell, Lowry, Moody and Sullivan, all of whom are non-interested
Trustees, met two times during the Fund's fiscal year ended October 31, 1998.
The Audit Committee recommends to the Board of Trustees the independen
accountants to serve as auditors, reviews with the independent accountants the
results of the auditing engagement and internal accounting procedures and
considers the independence of the independent accountants, the range of their
audit services and their fees.
<PAGE>
The Compensation Committee of the Colonial Funds, consisting of Ms.
Collins and Messrs. Birnbaum, Grinnell and Neuhauser, all of whom are
non-interested Trustees, met one time during the Fund's fiscal year ended
October 31, 1998. The Compensation Committee reviews compensation of the
Board of Trustees.
The Governance Committee of the Colonial Funds, consisting of Messrs.
Bleasdale, Lowry, Mayer, Moody and Sullivan (Mr. Mayer being the only interested
member), met five times during the Fund's fiscal year ended October 31, 1998.
The Governance Committee, in its sole discretion, recommends to the Trustees,
among other things, 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, 1998, each of the
current Trustees attended more than 75% of the combined total of the meetings
of the Board of Trustees and the meetings of the committees of which such
Trustee is a member.
If any nominee listed above becomes unavailable for election, the
enclosed proxy may be voted for a substitute candidate in the discretion of the
proxy holder(s).
Description of the Advisor
The Advisor is a wholly-owned subsidiary of COGRA, which in turn is an
indirect majority-owned subsidiary of Liberty Financial. Liberty Financial is
an indirect majority-owned 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.
REQUIRED VOTE
A plurality of the votes cast at the Meetings, if a quorum is
represented, is required for the election of each Trustee.
<PAGE>
2. TO RATIFY THE SELECTION OF THE INDEPENDENT ACCOUNTANTS.
PricewaterhouseCoopers LLP was selected as independent accountants for
the Fund for the Fund's fiscal year ending October 31, 1999 by unanimous vote
of the Board of Trustees, subject to ratification or rejection by the
shareholders. Neither PricewaterhouseCoopers LLP nor any of its partners has
any direct or material indirect financial interest in the Fund. A
representative of PricewaterhouseCoopers 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
April 28, 1999, 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 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 advisor and affiliated persons of the
Fund's investment advisor (Section 16 reporting persons), to file with the
Securities and Exchange Commission initial
<PAGE>
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 reports furnished to the Fund,
and on representations that no other reports were required during the fiscal
year ended October 31, 1998, the Section 16 reporting persons complied with all
Section 16(a) filings applicable to them.
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 2000 Annual Meeting of
Shareholders of the Fund must be received by the Fund at One Financial Center,
Boston, Massachusetts 02111 on or before November 26, 1999.
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<PAGE>
PROXY
COLONIAL INTERMEDIATE HIGH INCOME FUND
This Proxy is Solicited on Behalf of the Trustees
The undersigned shareholder hereby appoints William J. Ballou, Suzan
M. Barron, Nancy L. Conlin, Stephen E. Gibson Timothy J. Jacoby and Davey S.
Scoon 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
Wednesday, April 28, 1999 and at any adjournments, as follows on the reverse
side:
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
/SEE REVERSE SIDE/ /SEE REVERSE SIDE/
/X/ Please mark votes as in this example.
This proxy when properly executed will be voted in the manner directed herein
and, absent direction, will be voted FOR Items 1 and 2 listed below.
1. ELECTION OF SEVEN TRUSTEES. (Item 1 of the Notice)
Nominees: Tom Bleasdale, John V. Carberry, Lora S. Collins, Salvatore Macera,
John J. Neuhauser, Thomas E. Stitzel, Anne-Lee Verville
/ / FOR ALL NOMINEES / / WITHHELD FROM ALL NOMINEES
/ / For all nominees except as noted above
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 MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign exactly as name(s) appear(s) hereon.
Joint owners should sign personally. 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------------------
