COLONIAL INTERMARKET INCOME TRUST I
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 30, 1997
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 30,
1997, 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
April 24, 1997
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-85/560D-0497
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4
PROXY STATEMENT
General Information
April 24, 1997
The enclosed proxy, which was first mailed on April 24, 1997, 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 3, 1997, the Fund had outstanding
11,009,000 shares of beneficial interest. Shareholders of record at the close of
business on March 3, 1997, will have one vote for each share held. As of March
3, 1997, The Depository Trust Company, Cede & Co. FAST, P.O. Box 20, Bowling
Green Station, New York, New York 10274 owned of record 79.74% 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 1-800-426-3750.
1. Election of Four Trustees.
Ms. Collins and Messrs. Bleasdale, Neuhauser and Weeks (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):
1998 1999 2000
---- ---- ----
Mr. Ireland Mr. Birnbaum Mr. Bleasdale
Mr. Lowry Mr. Grinnell Ms. Collins
Mr. Mayer Mr. Moody Mr. Neuhauser
Mr. Shinn Mr. Weeks
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 3/3/97 (2)
Robert J. Birnbaum Retired (formerly Special Counsel, Dechert ----
(69) 1995 Price & Rhoads--law). Director or Trustee:
Colonial Funds, Liberty All-Star Equity
Fund, Liberty All-Star Growth Fund, Inc.
(formerly known as The Charles Allmon Trust,
Inc.), The Emerging Germany Fund.
Tom Bleasdale Retired (formerly Chairman of the Board and ----
(66) 1989 Chief Executive Officer, Shore Bank & Trust
Company--banking). Director or Trustee:
Colonial Funds, The Empire Company.
Lora S. Collins Attorney (law) (formerly Attorney, Kramer, ----
(61) 1989 Levin, Naftalis, Nessen, Kamin &
Frankel--law). Trustee: Colonial Funds.
James E. Grinnell Private Investor. Director or Trustee: ----
(67) 1995 Colonial Funds, Liberty All-Star Equity
Fund, Liberty All-Star Growth Fund, Inc.
(formerly known as The Charles Allmon Trust,
Inc.).
William D. Ireland, Retired. Trustee: Colonial Funds. ----
Jr. 1989
(73)
Richard W. Lowry Private Investor. Director or Trustee: ----
(60) 1995 Colonial Funds, Liberty All-Star Equity
Fund, Liberty All-Star Growth Fund, Inc.
(formerly known as The Charles Allmon Trust,
Inc.).
William E. Mayer* Partner, Development Capital LLC ----
(56) 1994 (investments) (formerly Dean of the College
of Business and Management, University of
Maryland--higher education; Dean of the
Simon Graduate School of Business,
University of Rochester--higher education).
Director or Trustee: Colonial Funds,
Hambrecht & Quist Incorporated, Chart House
Enterprises, Schuller Corp.
James L. Moody, Jr. Chairman of the Board and Director, ----
(65) 1989 Hannaford Bros. Co. (food distributor)
(formerly Chief Executive Officer, Hannaford
Bros. Co.). Director or Trustee: Colonial
Funds, Penobscot Shoe Co., Sobeys Inc.,
UNUM Corporation, IDEXX Laboratories,
Staples Inc.
John J. Neuhauser Dean of the School of Management, Boston ----
(53) 1992 College (higher education). Director or
Trustee: Colonial Funds, Hyde Athletic
Industries, Inc.
George L. Shinn Financial Consultant (formerly Chairman, ----
(74) 1992 Chief Executive Officer and Consultant, The
First Boston Corporation--holding company).
Director or Trustee: Colonial Funds, The New
York Times Co.
Robert L. Sullivan Retired Partner, Peat Marwick Main & Co. ----
(69) 1989 (management consulting) (formerly
self-employed Management Consultant).
Trustee: Colonial Funds.
Sinclair Weeks, Jr. Chairman of the Board, Reed & Barton ----
(73) 1992 Corporation (metal products). Trustee:
Colonial Funds.
* 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 3, 1997, 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 executive officers
of the Fund:
Executive
Name Officer
(Age) Since Office with Fund: Principal Occupation (3)
Harold W. Cogger 1993 President of the Fund and of the Colonial
(61) Funds
(formerly Vice President): Chairman of the
Board and Director of the Adviser (formerly
President, Chief Executive Officer and
Executive Vice President); Chairman of the
Board and Director of The Colonial Group, Inc.
(TCG) (formerly President and Chief Executive
Officer); Executive Vice President and
Director
of Liberty Financial Companies, Inc. (Liberty
Financial); Director or Trustee: Liberty
All-Star Equity Fund, Liberty All-Star Growth
Fund (formerly known as The Charles Allmon
Trust, Inc.), Stein Roe & Farnham
Incorporated.
Davey S. Scoon 1993 Vice President of the Fund and of the Colonial
(50) Funds (formerly 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).
Timothy J. Jacoby 1996 Treasurer and Chief Financial Officer of the
(44) Fund and of the Colonial Funds: Senior Vice
President of the Adviser; (formerly Senior Vice
President, Fidelity Accounting and Custody
Services and Assistant Treasurer to the Fidelity
Group of Funds--investment management).
Peter L. Lydecker 1993 Chief Accounting Officer and Controller of the
(43) Fund and of the Colonial Funds (formerly
Assistant Controller): Vice President of the
Adviser (formerly Assistant Vice President).
Arthur O. Stern 1989 Secretary of the Fund and of the Colonial
(58) Funds: Director, Executive Vice President,
General Counsel, Clerk and Secretary of the
Adviser; Executive Vice President - Legal and
Clerk of TCG (formerly Executive Vice President
- Compliance and Vice President - Legal)
(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 members of the Board of Trustees received the following compensation from
the Fund for the fiscal year ended November 30, 1996, and from the Colonial
Funds complex for the calendar year ended December 31, 1996, for serving as
Trustees (4):
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, 1996 Ended December 31, 1996 (5)
- ------- ----------------- --------------------------
Robert J. Birnbaum $1,335 $ 92,000
Tom Bleasdale 1,497 (6) 104,500 (7)
Lora S. Collins 1,331 92,000
James E. Grinnell 1,350 93,000
William D. Ireland, Jr. 1,564 109,000
Richard W. Lowry 1,363 95,000
William E. Mayer 1,321 91,000
James L. Moody, Jr. 1,532 (8) 106,500 (9)
John J. Neuhauser 1,368 94,500
George L. Shinn 1,522 105,500
Robert L. Sullivan 1,470 102,000
Sinclair Weeks, Jr. 1,582 110,000
(4) The Fund does not currently provide pension or retirement plan
benefits to the Trustees.
(5) At December 31, 1996, the Colonial Funds complex consisted of 37
open-end and 5 closed-end management investment company portfolios.
(6) Includes $776 payable in later years as deferred compensation.
(7) Includes $51,500 payable in later years as deferred compensation.
(8) Total compensation of $1,532 will be payable in later years as deferred
compensation.
(9) Total compensation of $106,500 for the calendar year ended December 31,
1996, 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 of the Liberty All-Star Growth Fund, Inc.
(formerly known as The Charles Allmon Trust, Inc.) (together, Liberty Funds) for
service during the calendar year ended December 31, 1996:
Total Compensation From
Liberty Funds For The Calendar
Trustee Year Ended December 31, 1996(10)
Robert J. Birnbaum $25,000
James E. Grinnell 25,000
Richard W. Lowry 25,000
(10) At December 31, 1996, the Liberty Funds were advised by Liberty Asset
Management Company (LAMCO). LAMCO is an indirect wholly-owned
subsidiary of Liberty Financial (an intermediate parent of the
Adviser).
During the fiscal year ended November 30, 1996, the Board of Trustees held seven
meetings.
The Audit Committee of the Colonial Funds, consisting of Messrs. Bleasdale,
Ireland, Lowry, Moody, Shinn, Sullivan and Weeks, met three times during the
Fund's fiscal year ended November 30, 1996. 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, 1996. 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, 1996. 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, 1996, 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.
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.
<PAGE>
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, 1997, 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 to be held at the same time as 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 30, 1997,
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.
<PAGE>
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 Stephen E. Gibson, a Director and the President
and Chief Executive Officer of the Adviser and TCG, filed a late Form 3 (Initial
Statement of Beneficial Ownership), on which he reported no holdings 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 1998 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, 1997.
Shareholders are urged to vote, sign and mail their proxies immediately.
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COLONIAL INTERMARKET INCOME TRUST I
This Proxy is Solicited on Behalf of the Board of Trustees
The undersigned shareholder hereby appoints Harold W. Cogger, Nancy L. Conlin,
Michael H. Koonce, John W. Reading 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 in Boston, Massachusetts, on Friday, May 30, 1997, and at any adjournments,
as follows on the reverse side of this card.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) hereon. 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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- -----------------------------
- ------------------------------- -----------------------------
- ------------------------------- -----------------------------
/ X / PLEASE MARK VOTES AS IN THIS EXAMPLE.
- ---------------------------------
COLONIAL INTERMARKET
INCOME TRUST I
- ---------------------------------
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
1.Election of four Trustees.
(Item 1 of the Notice)
Tom Bleasdale For Withhold For All Except
Lora S. Collins / / / / / /
John J.
Neuhauser
Sinclair Weeks,
Jr.
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(s) appear(s) 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.
Mark box at right if an address change or comment has been noted on the reverse
side of this card. / /
RECORD DATE SHARES:
