1
COLONIAL INTERMARKET INCOME TRUST I
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 31, 1996
Dear Shareholder:
The Annual Meeting of Shareholders (Meeting) of Colonial InterMarket
Income Trust I (Fund) will be held at the offices of Colonial Management
Associates, Inc. (Adviser), One Financial Center, Boston, Massachusetts, on
Friday, May 31, 1996, at 10:00 A.M., Eastern time, to:
1. Elect five 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
April 23, 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.
CI-85/073C-0496
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13
PROXY STATEMENT
General Information
April 23, 1996
The enclosed proxy, which was first mailed on April 23, 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 March 4, 1996, the Fund had outstanding
11,009,000 shares of beneficial interest. Shareholders of record at the close of
business on March 4, 1996, will have one vote for each share held. As of March
4, 1996, The Depository Trust Company, Cede & Co. FAST, P.O. Box 20, Bowling
Green Station, New York, New York 10274 owned of record 78.3% 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 Five Trustees.
Messrs. Birnbaum, Grinnell, Moody, Shinn and Sullivan (who have each agreed to
serve) are proposed for election as Trustees of the Fund, each to serve three
years or until a successor is elected. The Board of Trustees 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 year
indicated (assuming the persons listed above are elected at the Meeting):
1997 1998 1999
- ---- ---- ----
Mr. Bleasdale Mr. Ireland Mr. Birnbaum
Ms. Collins Mr. Lowry Mr. Grinnell
Mr. Neuhauser Mr. Mayer Mr. Moody
Mr. Weeks Mr. Shinn
Mr. Sullivan
The following table sets forth certain information about the Board of Trustees:
Shares
Beneficially
Owned and
Percent of
Name Trustee Fund at
(Age) Since Principal Occupation (1) and Directorships 3/4/96 (2)
Robert J. Birnbaum Retired (formerly Special Counsel, Dechert ----
(68) 1995 Price & Rhoads). Director or Trustee:
Colonial Funds, Liberty All-Star Equity Fund
and Liberty All-Star Growth Fund, Inc.
(formerly known as The Charles Allmon Trust,
Inc.).
Tom Bleasdale Retired (formerly Chairman of the Board and ----
(65) 1989 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, ----
(60) 1989 Kamin & Frankel (law). Trustee: Colonial
Funds.
James E. Grinnell Private Investor. Director or Trustee: ----
(66) 1995 Liberty All-Star Equity Fund and Liberty
All-Star Growth Fund, Inc. (formerly known
as The Charles Allmon Trust, Inc.).
William D.Ireland,Jr.Retired (formerly Chairman of the Board, ----
(72) 1989 Bank of New England-Worcester). Trustee:
Colonial Funds.
Richard W. Lowry Private Investor. Director or Trustee: ----
(59) 1995 Colonial Funds, Liberty All-Star Equity Fund
and Liberty All-Star Growth Fund, Inc.
(formerly known as The Charles Allmon Trust,
Inc.).
William E. Mayer* Dean of the College of Business and ----
(55) 1994 Management, University of Maryland (formerly
Dean of the Simon Graduate School of
Business, University of Rochester).
Director or Trustee: Colonial Funds,
Hambrecht & Quist, Incorporated, American
Medical Inc., Chart House Enterprises and
Riverwood International Corp.
James L. Moody, Jr. Chairman of the Board, Hannaford Bros. Co. ----
(64) 1989 (food distributor) (formerly Chief Executive
Officer, Hannaford Bros. Co.). Director or
Trustee: Colonial Funds, Penobscot Shoe Co.,
Sobeys Inc., Hills Stores Company, Inc.,
UNUM Corporation and IDEXX Laboratories.
John J. Neuhauser Dean of the School of Management, Boston ----
(52) 1992 College. Director or Trustee: Colonial
Funds and Hyde Athletic Industries, Inc.
George L. Shinn Financial Consultant (formerly Chairman, ----
(73) 1992 Chief Executive Officer and Consultant, The
First Boston Corporation). Director or
Trustee: Colonial Funds, The New York Times
Co. and Phelps Dodge Corp.
Robert L. Sullivan Self-employed Management Consultant. ----
(68) 1989 Trustee: Colonial Funds.
Sinclair Weeks, Jr. Chairman of the Board, Reed & Barton ----
(72) 1992 Corporation. Director or Trustee: Colonial
Funds and Commonwealth Energy Systems.
* Mr. Mayer is an "interested person," as defined by 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 March 4, 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, "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 current executive
officers of the Fund:
Executive
Name Officer
(Age) Since Office with Fund; Principal Occupation (3)
Harold W. Cogger 1993 President of the Fund (formerly Vice
(60) 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); President of Colonial Funds
(formerly Vice President); Executive Vice
President and Director of Liberty Financial
Companies, Inc.(Liberty Financial). Director
or Trustee: Liberty All-Star Equity Fund and
Liberty All-Star Growth Fund (formerly known
as The Charles Allmon Trust, Inc.).
Davey S. Scoon 1993 Vice President of the Fund (formerly
(49) 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 Colonial Funds (formerly Treasurer).
Richard A. Silver 1993 Treasurer and Chief Financial Officer of the
(49) 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 Colonial Funds (formerly
Controller).
Peter L. Lydecker 1993 Controller of the Fund (formerly Assistant
(42) Controller); Vice President of the Adviser
(formerly Assistant Vice President);
Controller of 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 Fund's Board of Trustees received the following compensation from the Fund
for the fiscal year ended November 30, 1995, and from the Colonial Funds Complex
for the calendar year ended December 31, 1995, for serving as Trustees:
Total Compensation From
Aggregate Compensation Fund And Fund Complex
From Fund For The Paid To The Trustees
Fiscal Year Ended For The Calendar Year
Trustee November 30, 1995 Ended December 31, 1995 (4)
- ------- ----------------- ---------------------------
Robert J. Birnbaum (5) $ 933 $ 71,250
Tom Bleasdale 1,451 (6) 98,000 (7)
Lora S. Collins 1,346 91,000
James E. Grinnell (5) 937 71,250
William D. Ireland, Jr. 1,672 113,000
Richard W. Lowry (5) 934 71,250
William E. Mayer 1,350 91,000
James L. Moody, Jr. 1,505 (8) 94,500 (9)
John J. Neuhauser 1,349 91,000
George L. Shinn 1,523 102,500
Robert L. Sullivan 1,495 101,000
Sinclair Weeks, Jr. 1,656 112,000
(4) At December 31, 1995, the Colonial Funds complex consisted of 33 open-end
and 5 closed-end management investment company portfolios.
(5) Elected as a Trustee of the Colonial Funds Complex on April 21, 1995.
(6) Includes $722 payable in later years as deferred compensation.
(7) Includes $49,000 payable in later years as deferred compensation.
(8) Includes $1,192 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
known as 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 into 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 known as 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 fiscal year ended November 30, 1995, the Board of Trustees held six
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 November 30, 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 the 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 November 30, 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
November 30, 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 November 30, 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 becomes unavailable for election, the
enclosed proxy will 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. Its 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 the Fund's independent accountants for the
Fund's fiscal year ending November 30, 1996, by unanimous vote of the 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 to 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).
The Meeting is called to be held at the same time meetings of the shareholders
of Colonial High Income Municipal Trust and Colonial Investment Grade Municipal
Trust. It is anticipated that the meetings will be held simultaneously. In the
event that any Fund shareholder at the Meeting objects to the holding of
simultaneous meetings and moves for an adjournment of the meetings so that the
Meeting of the Fund may be held separately, the persons named as proxies will
vote in favor of such an adjournment.
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 May 31, 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, required 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 (SEC)
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
9,000 shares of the Fund as of March 24, 1995.
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 December 26, 1996.
Shareholders are urged to vote, sign and mail their proxies immediately.
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COLONIAL INTERMARKET INCOME TRUST I
Proxy This Proxy is Solicited on
Behalf of the Trustees.
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 InterMarket
Income Trust I (Trust), to be held at Boston, Massachusetts, on Friday,
May 31, 1996,and at any adjournments, as follows on the reverse side of
this card.
PLEASE MARK VOTES AS IN THIS EXAMPLE
1. ELECTION OF FIVE TRUSTEES.
(Item 1 of the Notice)
FOR WITHHOLD FOR ALL
EXCEPT
--- -------- -------------
Robert J. James E. James L. George L. Robert L.
Birnbaum Grinnell Moody, Jr. Shinn Sullivan
(INSTRUCTION: To withhold authority to vote for any individual
nominee, mark the "For All Except" box and strike a line through that
nominee's name in the list 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.
This proxy, when properly executed, will be voted in the manner
directed above and, absent direction, will be voted for Items 1 and
2 listed above.
Please sign exactly as name appears to the left. When signing as
attorney, executor, administrator, trustee, or guardian, please give full
title as such. If signing for 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.
Dated:------------------------, 1996
------------------------------
Signature
------------------------------
Signature if held jointly
PLEASE VOTE, DATE, AND SIGN ON THE OTHER SIDE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
Please sign exactly as your name
appears on the books of the Trust.
Joint owners should each sign
personally. Trustees and other
fiduciaries should indicate the capacity
in which they sign, and where more
than one name appears, a majority must sign.
If a corporation, this signature should
be that of an authorized officer who
should state his or her title.
