COLONIAL INTERMARKET INCOME TRUST I
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 27, 1998
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
Wednesday, May 27, 1998, at 10:00 a.m., Eastern time, to:
1. Elect two 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 Trustees,
William J. Ballou, Assistant Secretary
April 15, 1998
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-85/015F-0398
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PROXY STATEMENT
General Information
April 15, 1998
The enclosed proxy, which was first mailed on April 15, 1998, 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 Assistant 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 2, 1998, the Fund had outstanding
11,009,000 shares of beneficial interest. Shareholders of record at the close of
business on March 2, 1998, will have one vote for each share held. As of March
2, 1998, Cede & Co. FAST, P.O. Box 20, Bowling Green Station, New York, New York
10274 owned of record 9,071,285 shares representing 82.40% 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 Two Trustees.
Messrs. Lowry and Mayer (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
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of Trustees currently consists of Ms. Collins and Messrs. Birnbaum, Bleasdale,
Grinnell, Ireland, Lowry, Mayer, Moody, Neuhauser, Shinn, Sullivan and Weeks.
Effective April 24, 1998, Messrs. Ireland, Shinn and Weeks will retire as
Trustees 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 and these persons listed above retire):
1999 2000 2001
- ---- ---- ----
Mr. Birnbaum Mr. Bleasdale Mr. Lowry
Mr. Grinnell Ms. Collins Mr. Mayer
Mr. Moody Mr. Neuhauser
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 3/2/98 (2)
- ----- ----- ------------------------------------------ ----------
Robert J. Birnbaum Retired (formerly Special Counsel, Dechert 0
(70) 1995 Price & Rhoads--law). Director or Trustee:
Colonial Funds, Liberty All-Star Equity
Fund, Liberty All-Star Growth Fund, Inc.,
The Emerging Germany Fund.
Tom Bleasdale Retired (formerly Chairman of the Board and 0
(67) 1989 Chief Executive Officer, Shore Bank & Trust
Company--banking). Director or Trustee:
Colonial Funds, Empire Company Limited.
Lora S. Collins Attorney (law) (formerly Attorney, Kramer, 0
(62) 1989 Levin, Naftalis & Frankel--law). Trustee:
Colonial Funds.
James E. Grinnell Private Investor. Director or Trustee: 0
(68) 1995 Colonial Funds, Liberty All-Star Equity
Fund, Liberty All-Star Growth Fund, Inc.
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Richard W. Lowry Private Investor. Director or Trustee: 0
(61) 1995 Colonial Funds, Liberty All-Star Equity
Fund, Liberty All-Star Growth Fund, Inc.
William E. Mayer* Partner, Development Capital LLC 0
(57) 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, Johns Manville.
James L. Moody, Jr. Retired (formerly Chairman of the Board, 0
(66) 1989 Chief Executive Officer and Director,
Hannaford Bros. Co.--food distributor).
Director or Trustee: Colonial Funds,
Penobscot Shoe Co., UNUM Corporation, IDEXX
Laboratories, Staples Inc., Empire Company
Limited.
John J. Neuhauser Dean of the School of Management, Boston 0
(55) 1992 College (higher education). Director or
Trustee: Colonial Funds, Hyde Athletic
Industries, Inc.
Robert L. Sullivan Retired Partner, Peat Marwick Main & Co. 0
(70) 1989 (management consulting) (formerly
self-employed Management Consultant).
Trustee: Colonial Funds.
(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 2, 1998, the Trustees and officers of the Fund as a group
beneficially owned less than 1% of the then outstanding shares of the
Fund.
* 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).
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.
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The following table sets forth certain information about the executive officers
of the Fund:
<TABLE>
<CAPTION>
Shares
Beneficially
Owned and
Percent of
Name Executive Fund at
(Age) Officer Since Office with Fund: Principal Occupation (3) 3/2/98 (4)
- ----- ------------- ------------------------------------------ ----------
<S> <C> <C>
Harold W. Cogger President of the Fund and of the Colonial Funds 0
(62) 1993 since March, 1996 (formerly Vice President from
July, 1993 to March, 1996), Chairman of the
Board since March, 1996 and Director of the Adviser
since March, 1984 (formerly President from July, 1993 to
December, 1996, Chief Executive Officer from March, 1995
to December, 1996 and Executive Vice President from
October, 1989 to July, 1993); Chairman of the Board
since March, 1996 and Director since October, 1991 of
The Colonial Group, Inc. (TCG) (formerly President from
October, 1994 to December, 1996 and Chief Executive
Officer from March, 1995 to December, 1996); Executive
Vice President and Director since March, 1995 of Liberty
Financial Companies, Inc. (Liberty Financial); Director
or Trustee: Liberty All-Star Equity Fund, Liberty
All-Star Growth Fund, Stein Roe & Farnham Incorporated.
Davey S. Scoon Vice President of the Fund and of the Colonial 0
(51) 1993 Funds since June, 1993 (formerly Treasurer from
March, 1985 to June, 1993), Executive Vice
President since July, 1993 and Director since March,
1995 of the Adviser (formerly Senior Vice President and
Treasurer from March, 1985 to July, 1993); Executive
Vice President and Chief Operating Officer since March,
1995 of TCG (formerly Vice President - Finance and
Administration and Treasurer from November, 1985 to
March, 1995).
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Timothy J. Jacoby Treasurer and Chief Financial Officer of the 0
(45) 1996 Fund and of the Colonial Funds since October,
1996 (formerly Controller and Chief Accounting
Officer from October, 1997 to February, 1998), Senior
Vice President since September, 1996 of the Adviser;
(formerly Senior Vice President, Fidelity Accounting and
Custody Services from September, 1993 to September, 1996
and Assistant Treasurer from August, 1990 to September,
1993 to the Fidelity Group of Funds--investment
management).
J. Kevin Connaughton Controller and Chief Accounting Officer of the 0
(33) 1993 Fund and of the Colonial Funds since February,
1998; Vice President since February, 1998 of
the Adviser (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; Vice
President, The Boston Company (subsidiary of Mellon
Bank) from December, 1993 to March, 1994; Assistant Vice
President and Tax Manager, Mellon Bank from March, 1992
to December, 1993).
William J. Ballou Assistant Secretary of the Fund and of the 0
(33) 1997 Colonial Funds since October, 1997 (formerly
Associate Counsel, Massachusetts Financial
Services Company, May, 1995 to September, 1997;
Associate, Ropes & Gray, September 1991 to May,
1995).
</TABLE>
(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) On March 2, 1998, the Trustees and officers of the Fund as a group
beneficially owned less than 1% of the then outstanding shares of the
Fund.
6
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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, 1997, and from the Colonial
Funds Complex for the calendar year ended December 31, 1997 for serving as
Trustees (5):
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, 1997 Ended December 31, 1997 (6)
- ------- ----------------- ---------------------------
Robert J. Birnbaum $1,214 $ 93,949
Tom Bleasdale 1,378 (7) 106,432 (8)
Lora S. Collins 1,213 93,949
James E. Grinnell 1,287 (9) 94,698 (10)
William D. Ireland, Jr. 1,312 101,445
Richard W. Lowry 1,226 94,698
William E. Mayer 1,163 89,949
James L. Moody, Jr. 1,272 (11) 98,447 (12)
John J. Neuhauser 1,228 94,948
George L. Shinn 1,338 103,443
Robert L. Sullivan 1,293 99,945
Sinclair Weeks, Jr. 1,313 101,445
(5) The Fund does not currently provide pension or retirement plan benefits
to the Trustees.
(6) At December 31, 1997, the Colonial Funds complex consisted of 39
open-end and 5 closed-end management investment company portfolios.
(7) Includes $742 payable in later years as deferred compensation.
(8) Includes $57,454 payable in later years as deferred compensation.
(9) Includes $60 payable in later years as deferred compensation.
(10) Includes $4,797 payable in later years as deferred compensation.
(11) Total compensation of $1,272 for the fiscal year ended November 30,
1997, will be payable in later years as deferred compensation.
(12) Total compensation of $98,447 for the calendar year ended December 31,
1997, will be payable in later years as deferred compensation.
7
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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.
(together, Liberty Funds) for service during the calendar year ended December
31, 1997:
Total Compensation From Liberty Funds For
Trustee The Calendar Year Ended December 31, 1997 (13)
- ------- ----------------------------------------------
Robert J. Birnbaum $26,800
James E. Grinnell 26,800
Richard W. Lowry 26,800
(13) The Liberty Funds are 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 Fund's fiscal year ended November 30, 1997, the Board of Trustees
held six meetings.
The Audit Committee of the Colonial Funds, consisting of Messrs. Bleasdale,
Lowry, Moody, Shinn, Sullivan and Weeks, met three times during the Fund's
fiscal year ended November 30, 1997. 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. Grinnell, Neuhauser, Sullivan and Weeks, met three times during the
Fund's fiscal year ended November 30, 1997. The Committee reviews compensation
of the Board of Trustees.
The Governance Committee of the Colonial Funds, consisting of Messrs. Bleasdale,
Ireland, Moody, Neuhauser and Weeks, met three times during the Fund's fiscal
year ended November 30, 1997. The 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.
8
<PAGE>
During the Fund's fiscal year ended November 30, 1997, 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 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. 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, 1998, 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.
9
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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 27, 1998,
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 (Section 16 reporting persons), 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
reports furnished to the Fund and on representations that no other reports were
required during the fiscal year ended November 30, 1997, the Section 16
reporting persons complied with all Section 16(a) filings applicable to them.
10
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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 1999 Annual Meeting of Shareholders
of the Fund must be received by the Fund at One Financial Center, Boston,
Massachusetts, 02111 on or before December 17, 1998.
Shareholders are urged to vote, sign and mail their proxies immediately.
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[THIS PAGE INTENTIONALLY LEFT BLANK.]
12
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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 William J. Ballou, Harold W. Cogger
and Nancy L. Conlin, 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
Wednesday, May 27, 1998, 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 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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- -----------------------------
- ------------------------------- -----------------------------
- ------------------------------- -----------------------------
<PAGE>
PLEASE MARK VOTES
[X] AS IN THIS EXAMPLE
- ---------------------------------------------------------
COLONIAL INTERMARKET INCOME TRUST I
- ---------------------------------------------------------
Mark box at right if an address change [ ]
or comment has been noted on the
reverse side of this card.
---------------------
Please be sure to sign and Date
date this proxy.
- -----------------------------------------------------
- -----------------------------------------------------
Shareholder sign here Co-owner sign here
1. Election of Two Trustees.
(Item 1 of the Notice)
For All For All
Nominees Withhold Except
--------- --------- -------
Richard W. Lowry [ ] [ ] [ ]
William E. Mayer [ ] [ ] [ ]
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. Proposal to ratify the selection of Independent Accountants. (Item 2 of the
Notice)
For Against Abstain
[ ] [ ] [ ]
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.
RECORD DATE SHARES:
