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, 1995
Dear Fellow 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 31, 1995, at 10:00 A.M., Eastern
time, to:
1. Elect six 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 21, 1995
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-85/857A-0495
PROXY STATEMENT
General Information
April 21, 1995
The enclosed proxy, which was first mailed
on April 21, 1995, 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 6, 1995, the Fund had
outstanding 11,009,000 shares of beneficial
interest. Shareholders of record at the close
of business on March 6, 1995, will have one vote
for each share held. As of March 6, 1995,
Depository Trust Company, Cede & Co. FAST, P.O.
Box 20, Bowling Green Station, New York, New
York 10004 owned of record 72.3% 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 the
discretionary voting power on a particular
matter) the shares will be counted as present
and entitled to vote on the matter 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 02110 or by calling 1-800-248-2828.
1. Election of Six Trustees.
Messrs. Birnbaum, Grinnell, Ireland, Lowry,
Mayer and McNeice (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. Messrs. Ireland, Mayer
and McNeice currently serve as Trustees.
Messrs. Birnbaum, Grinnell and Lowry are
proposed to be added to the Board. The election
of each of Messrs. Birnbaum, Grinnell and Lowry
is conditioned on their nomination by the
current Trustees at a meeting scheduled for
today. The Board of Trustees currently consists
of Ms. Collins and Messrs. Bleasdale, Ireland,
Mayer, McNeice, Moody, Neuhauser, Shinn,
Sullivan and Weeks. The Board is currently
divided into the following three classes, each
with a three year term expiring in the year
indicated (assuming the persons listed above,
other than Messrs. Birnbaum, Grinnell and Lowry,
are elected at the Meeting):
1996 1997 1998
Mr. Moody Mr. Bleasdale Mr. Ireland
Mr. Shinn Ms. Collins Mr. Mayer
Mr. Sullivan Mr. Neuhauser Mr. McNeice
Mr. Weeks
The years in which Messrs. Birnbaum's,
Grinnell's and Lowry's terms will expire will be
determined by the current Trustees at their
April meeting.
The following table sets forth certain
information about the current Trustees and about
Messrs. Birnbaum, Grinnell and Lowry:
Shares
Beneficially
Owned and
Nominee Percent of
Name Trustee Fund at
(Age) Since Principal Occupation (1) and 3/6/95 (2)
Directorships
Robert J. Birnbaum Trustee (since January, 1994); Special ----
(67) --- Counsel, Dechert Price & Rhoads
(September, 1988 to December, 1993);
President and Chief Operating Officer,
New York Stock Exchange (May, 1985 to
June, 1988); Trustee: Colonial Trust VII
(formerly Liberty Financial Trust),
Liberty All-Star Equity Fund, The Charles
Allmon Trust and LFC Utilities Trust.
Tom Bleasdale Trustee (formerly Chairman of the Board ----
(64) 1989 and Chief Executive Officer, Shore Bank &
Trust Company). Director or Trustee:
Colonial Funds, Stok, Inc.
Lora S. Collins Attorney, Kramer, Levin, Naftalis, ----
(59) 1989 Nessen, Kamin & Frankel (law). Trustee:
Colonial Funds.
James E. Grinnell Private Investor (since November, 1988); ----
(65) --- Senior Vice President-Operations, The
Rockport Company, importer and
distributor of shoes (May, 1986 to
November, 1988); Trustee: Colonial Trust
VII (formerly Liberty Financial Trust),
Liberty All-Star Equity Fund, The Charles
Allmon Trust and LFC Utilities Trust.
William D. Ireland, Jr. Trustee (formerly Chairman of the Board, ----
(71) 1989 Bank of New England--Worcester). Trustee:
Colonial Funds.
Richard W. Lowry Private Investor (August, 1987 to ----
(58) --- present); Chairman and Chief Executive
Officer, U.S. Plywood Corporation,
manufacturer and distributor of wood
products (August, 1985 to August, 1987);
Trustee: Colonial Trust VII (formerly
Liberty Financial Trust), Liberty All-
Star Equity Fund, The Charles Allmon
Trust and LFC Utilities Trust.
William E. Mayer Dean of the College of Business and ----
(54) 1994 Management, University of Maryland
(formerly Dean of the Simon Graduate
School of Business, University of
Rochester; Chairman and Chief Executive
Officer, C.S. First Boston Merchant Bank;
and President and Chief Executive
Officer, The First Boston Corporation).
Director or Trustee: Colonial Funds,
American Medical Inc., Chart House
Enterprises and Riverwood International
Corp.
John A. McNeice, Jr.* Chairman of the Board and Director of the ----
(62) 1989 Adviser and The Colonial Group, Inc.
(TCG) (formerly Chief Executive Officer,
Adviser and TCG). Director or Trustee:
Colonial Funds, Liberty Financial
Companies, Inc. (Liberty Financial).
James L. Moody, Jr. Chairman of the Board, Hannaford Bros. ----
(63) 1989 Co. (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,
IDEXX Laboratories.
John J. Neuhauser Dean of the School of Management, Boston ----
(51) 1992 College. Director or Trustee: Colonial
Funds, Hyde Athletic Industries, Inc.
George L. Shinn Financial Consultant (formerly Chairman, ----
(72) 1992 Chief Executive Officer and Consultant,
The First Boston Corporation). Trustee
or Director: Colonial Funds, The New York
Times Co., Phelps Dodge Corp.
Robert L. Sullivan Management Consultant. Trustee: Colonial ----
(67) 1989 Funds.
Sinclair Weeks, Jr. Chairman of the Board, Reed & Barton ----
(71) 1992 Corporation. Director or Trustee:
Colonial Funds, Commonwealth Energy
Systems.
* Mr. McNeice is an "interested person," as
defined by the Investment Company Act of
1940 (1940 Act), because of his affiliation
with TCG and the Adviser.
(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 6, 1995, the Trustees and officers
of the Fund 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, 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)
John A. McNeice, Jr. 1989 President and Trustee of the Fund;
(62) Chairman of the Board and Director of
the Adviser and TCG (formerly Chief
Executive Officer, Adviser and TCG);
Director of Liberty Financial;
President and Trustee of Colonial
Funds.
Harold W. Cogger 1993 Vice President of the Fund; President,
(59) Chief Executive Officer and Director
of the Adviser and TCG (formerly
Executive Vice President, Adviser);
Director and Executive Vice President
of Liberty Financial; Vice President
of Colonial Funds.
Davey S. Scoon 1993 Vice President of the Fund (formerly
(48) 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
(48) of the Fund (formerly Controller);
Senior Vice President, Director,
Treasurer and Chief Financial Officer
of the Adviser; 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
(41) Assistant 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
During the fiscal year ended November 30,
1994, the Board held eight meetings.
The current Trustees received the following
compensation from the Fund for the fiscal year
ended November 30, 1994, and from the Colonial
Funds for the calendar year ended December 31,
1994, for serving as Trustees:
Total
Compensation
Aggregate Pension or From Fund and
Compensation Retirement Estimated Other Colonial
From Benefits Annual Funds for
Fund for the Accrued As Benefits the calendar
fiscal year Part of Fund Upon year ended
Trustee ended 11/30/94 Expense Retirement 12/31/94 (b)
Tom Bleasdale 1,558 (a) $0 $0 $101,000 (c)
Lora S. Collins 1,461 $0 $0 95,000
William D. Ireland, Jr. 1,693 $0 $0 110,000
William E. Mayer 1,383 $0 $0 89,752
John A. McNeice, Jr. 0 $0 $0 0
James L. Moody, Jr. 1,686 $0 $0 109,000
John J. Neuhauser 1,462 $0 $0 95,000
George L. Shinn 1,721 $0 $0 112,000
Robert L. Sullivan 1,619 $0 $0 104,561
Sinclair Weeks, Jr. 1,785 $0 $0 116,000
(a) Included $753 payable as deferred compensation.
(b) At December 31, 1994, the Colonial Funds Complex
consisted of 31 open-end and 5 closed-end management
investment company portfolios advised by the Adviser.
(c) Included $49,000 payable as deferred compensation.
The following table sets forth the amount
of compensation paid to Messrs. Birnbaum,
Grinnell and Lowry in their capacities as
Trustees of the Liberty All-Star Equity Fund,
The Charles Allmon Trust, Liberty Financial
Trust (now known as Colonial Trust VII) and LFC
Utilities Trust (together, Liberty Funds) for
service during the calendar year ended December
31, 1994:
Total
Compensation
From
Aggregate Pension or Liberty
Trustee Compensation Retirement Estimated Funds
From Fund for Benefits Annual for the
the fiscal Accrued As Benefits calendar
year ended Part of Fund Upon year ended
Trustee 11/30/94 Expense Retirement 12/31/94 (d)
Robert J. Birnbaum $0 $0 $0 $ 0
James E. Grinnell $0 $0 $0 $31,032
Richard W. Lowry $0 $0 $0 $31,282
(d) At December 31, 1994, the Liberty Funds consisted of 5 open-
end and 2 closed-end management investment company
portfolios, each advised by Stein Roe & Farnham Incorporated,
an indirect wholly-owned subsidiary of Liberty Financial, an
intermediate parent of the Adviser. On March 27, 1995, four
of the portfolio series in the Liberty Financial Trust (now
known as Colonial Trust VII) were merged into existing
Colonial Funds and a fifth was merged into a new portfolio
series of Colonial Trust III .
The Audit Committee of the Colonial Funds,
consisting of Messrs. Bleasdale, Ireland, Moody,
Shinn, Sullivan and Weeks, met twice during the
fiscal year ended November 30, 1994. 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 fiscal year ended November 30, 1994. The
Committee reviews compensation of the Trustees.
The Nominating Committee of the Colonial
Funds, consisting of Messrs. Bleasdale, Ireland,
Moody and Weeks, met once during the fiscal year
ended November 30, 1994. 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 fiscal year ended November 30,
1994, each of the current Trustees, attended
more than 75% of the meetings of the Board 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). If the
condition set forth on page 3 is not fulfilled,
the enclosed proxy will not be voted for the
election of Messrs. Birnbaum, Grinnell and
Lowry.
Required Vote
A plurality of the votes cast at the Mee
ting, if a quorum is represented, is required
for the election of each Trustee.
Description of the Adviser. On March 24,
1995, TCG completed a merger (Merger) with a
subsidiary of Liberty Financial in which TCG was
the surviving company and in which TCG
stockholders became stockholders of Liberty
Financial.
John A. McNeice, Jr., who is President and a
Trustee of the Colonial Funds, prior to the
Merger held 1,464,000 shares of TCG Class A
Common Stock, representing approximately 20% of
the Class A Common Stock of TCG, and 98,437
shares of TCG Class B Common Stock, representing
approximately 51% of its outstanding Class B
Stock, and was considered to be a controlling
person of TCG and of the Adviser. In connection
with the Merger, Mr. McNeice received $22.3
million in cash and approximately 1,005,300
shares of Liberty Financial common stock for his
shares of TCG. The closing price of Liberty
Financial common stock on March 27, 1995, was
$28 per share. Since the Merger, Mr. McNeice is
no longer a controlling person of the Adviser.
The Adviser remains a wholly-owned subsidiary
of TCG which in turn is now 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 a Massachusetts-chartered
mutual property and casualty insurance company
with over $20.6 billion in assets and $3.5
billion in surplus at December 31, 1994. 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.
2. Ratification of Independent Accountants.
Price Waterhouse LLP was selected as
independent accountants for the Fund for the fiscal
year ending November 30, 1995, 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. Price Waterhouse LLP also acts as
independent accountants for the Adviser and
affiliated companies. A representative of Price
Waterhouse LLP will be available at the Meeting
to respond to appropriate questions and make a
statement (if the representative desires), if
requested by a shareholder in writing at least
five days before the Meeting.
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
At this date 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 a 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, 1995, 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.
Based upon the Fund's review of Forms 3, 4
and 5 required to be filed by the Fund's
Trustees and certain of its officers, William E.
Mayer, a Trustee of the Fund, filed a late Form
3 (Initial Statement of Beneficial Ownership),
on which he reported that he did not hold any of
the Fund's shares.
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 1996
Annual Meeting of Shareholders of the Fund must
be received by the Fund at One Financial Center,
Boston, Massachusetts, 02111 on or before
December 23, 1995.
Shareholders are urged to vote, sign and mail
their proxies immediately.
[THIS PAGE INTENTIONALLY LEFT BLANK.]
COLONIAL INTERMARKET INCOME TRUST I
Proxy This Proxy is Solicited on
Behalf of the Trustees.
The undersigned shareholder hereby appoints Michael
H. Koonce, John A. McNeice, Jr. 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 Wednesday, May 31, 1995,
and at any adjournments, as follows on the reverse side of this card.
PLEASE MARK VOTES AS IN THIS EXAMPLE
1. ELECTION OF SIX TRUSTEES.
(Item 1 of the Notice)
FOR WITHHOLD FOR ALL
EXCEPT
--- -------- -------------
Robert J. James E. William D. Ireland, Richard W.
Birnbaum Grinnell Jr. Lowry
William E. John A.
Mayer McNeice, 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 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:------------------------, 1995
------------------------------
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.