UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-5851 -------- Colonial InterMarket Income Trust I -------------------------------------------------- (Exact name of registrant as specified in charter) One Financial Center, Boston, Massachusetts 02111 -------------------------------------------------- (Address of principal executive offices) (Zip code) Vincent Pietropaolo, Esq. Columbia Management Group, Inc. One Financial Center Boston, MA 02111 -------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 1-617-772-3698 ------------------- Date of fiscal year end: 11/30/2004 ------------------ Date of reporting period: 11/30/2004 ------------------ Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ITEM 1. REPORTS TO STOCKHOLDERS. COLONIAL INTERMARKET INCOME TRUST I ANNUAL REPORT NOVEMBER 30, 2004 [photo of calculator and newspaper] NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE PRESIDENT'S MESSAGE Dear Shareholder: In 2004, Colonial Funds became part of the Bank of America family, one of the largest, most respected financial institutions in the United States. As a direct result of this merger, a number of changes are in the works that we believe offer significant potential benefits for our shareholders. First, some funds may be merged in order to eliminate redundancies, others may be liquidated and fund management teams will be aligned to maximize performance potential. You will receive more detailed information about these changes if your fund is affected and you may be asked to vote on certain fund changes. In this matter, your timely response will enable us to implement the changes in 2005. As a result of these changes, we believe we will offer shareholders an even stronger lineup of investment options. What will not change as we enter this next phase of consolidation is our commitment to the highest standards of performance and our dedication to superior service. Change for the good has another name: it's called improvement. It helps move us forward, and we believe that it represents progress for all our shareholders in their quest for long-term financial success. In the pages that follow, you'll find a detailed report from the fund's manager or managers on key factors that influenced your fund's performance. We hope that you will read the manager reports carefully and discuss any questions you might have with your financial advisor. As always, we thank you for choosing Colonial Funds. We appreciate your continued confidence. And, we look forward to helping you keep your long-term financial goals on target in the years to come. Sincerely, /s/ Christopher L. Wilson Christopher L. Wilson Head of Mutual Funds, Columbia Management Christopher Wilson is Head of Mutual Funds for Columbia Management, responsible for the day-to-day delivery of mutual fund services to the firm's investors. With the exception of distribution, Chris oversees all aspects of the mutual fund services operation, including treasury, investment accounting and shareholder and broker services. Chris serves as Columbia Management's liaison to the mutual fund boards of trustees. Chris joined Bank of America in August 2004. Economic and market conditions change frequently. There is no assurance that trends described in this report will continue or commence. PORTFOLIO MANAGER'S REPORT PRICE PER SHARE AS OF 11/30/04 ($) Net asset value 9.79 - ----------------------------- Market price 8.68 - ----------------------------- 1-YEAR TOTAL RETURN AS OF 11/30/04 (%) Net asset value 11.26 - ----------------------------- Market price 4.91 - ----------------------------- Lipper General Bond Funds Category average 10.24 - ----------------------------- All results shown assume reinvestment of distributions. DISTRIBUTIONS DECLARED PER SHARE 12/01/03-11/30/04 ($) 0.70 - ----------------------------- SECURITIES BREAKDOWN AS OF 11/30/04 (%) Corporate fixed-income bonds & notes 40.9 - ----------------------------- Foreign government obligations 33.0 - ----------------------------- US government agencies & obligations 21.5 - ----------------------------- Cash equivalents 3.1 - ----------------------------- Asset-backed securities 0.7 - ----------------------------- Convertible bonds 0.3 - ----------------------------- Common stocks 0.3 - ----------------------------- Municipal bond (taxable) 0.2 - ----------------------------- Warrants 0.0 - ----------------------------- TOP 5 FOREIGN COUNTRIES AS OF 11/30/04 (%) Canada 3.8 - ----------------------------- Sweden 3.3 - ----------------------------- United Kingdom 3.1 - ----------------------------- Germany 3.1 - ----------------------------- Mexico 2.8 - ----------------------------- Securities and country breakdown are calculated as a percentage of total investments. Because the trust is actively managed, there is no guarantee that the trust will continue to invest in these sectors or maintain these country weightings in the future. For the 12-month period ended November 30, 2004, Colonial InterMarket Income Trust I generated a total return of 4.91%, based on its market price. Changes in the market price of the trust's shares reflect investor demand and are not necessarily linked directly to changes in the trust's net asset value. The trust returned 11.26%, based on investment at net asset value. That was slightly higher than the average return of the Lipper General Bond Funds Category, which was 10.24%.1 The trust's above-average return was helped by its positions in high-yield securities and foreign debt. HIGH YIELD CONTINUES TO OUTPERFORM Riskier lower quality corporate bonds outperformed US Treasury obligations during this reporting period, continuing a pattern that has been in place for most of the last two years. With approximately 40% of its assets invested in the US high-yield marketplace, the trust has been positioned to take advantage of an environment that rewarded holders of debt with lower credit quality. The trust's high-yield holdings carry an average credit quality of single B, compared to a weighted average of BBB+ for the trust as a whole. An overweight position in B and CCC-rated bonds paid off handsomely, especially during the equity rally that followed the US presidential election in early November. For the 12-month period as a whole, high-yield indices were up approximately 13%, compared to returns of less than 5% for a 10 year US Treasury security. We held the trust's position in US government securities at or just below 25% during the period. Among the specific issues that aided the trust were Levi Strauss &Co., the casual clothing maker, and chemicals manufacturer Huntsman ICI Holding LLC. Levi Strauss &Co. stabilized its operations as it investigated a possible sale of its Dockers brand. (In October, the company announced plans to retain the brand.) Bonds of chemical producer Huntsman rose as commodity chemical prices trended higher, and in anticipation of a proposed transaction that would retire the bonds at a premium. Poor performers included Delta Air Lines, Inc., which faced high fuel prices and high labor costs, and Merisant Co., the manufacturer of the sugar substitute Equal. The company lost market share to Johnson & Johnson's Splenda. FOREIGN BONDS OUTPERFORM DOMESTIC HOLDINGS Approximately 35% of the trust's assets were invested outside of the United States during the period. The trust's exposure to non-US dollar denominated bonds of developed countries was approximately 20%. The trust's exposure to foreign currencies, notably the euro and the British pound, was of particular value because the US dollar declined, adding to the gains of bonds denominated in these currencies. - -------------- 1 Lipper Inc., a widely respected data provider in the industry, calculates an average total return based on net asset value for mutual funds with similar investment objectives as those of the fund. 1 PORTFOLIO MANAGER'S REPORT (CONTINUED) Bonds in emerging markets accounted for approximately 14% of the trust's assets. Emerging market bonds performed well during the period as the global interest rate environment remained favorable and demand for commodities remained strong. In particular, oil producing countries such as Russia, Venezuela and Mexico benefited from the sustained strength in oil prices. The credit quality of many emerging market issuers has improved over the past two years, adding to the strong performance of emerging market debt. Recent rating agency credit upgrades include Brazil, Peru and Bulgaria. PREPARING FOR HIGHER RATES AND A LOWER DOLLAR We have structured the trust to benefit from steady economic growth in the United States and abroad. As long as the domestic economy continues to grow at a reasonable pace, we expect the Federal Reserve to continue to raise short-term rates, a course that it set in motion with four increases during this reporting period.2 Although the dollar has been weak for some time now, we maintained the trust's overseas positions because we believe it could move even lower. Investors are paying increasing attention to US fiscal, current account and trade deficits. One way for the financial markets to adjust these imbalances is to bid the dollar down even lower, which would continue to favor securities denominated in some foreign currencies. /s/ Laura A. Ostrander Laura A. Ostrander has been the portfolio manager of Colonial InterMarket Income Trust I since November 1999 and has co-managed various other trusts for Columbia Management Advisors, Inc. or its predecessors or affiliate organizations since December 1996. PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. The values of fixed-income securities generally move inversely with changes in interest rates such that when interest rates rise, bond values fall and vice versa. Investing in fixed-income securities offers the potential for attractive current income and total returns, but also involves certain risks. Investing in high yield securities offers the potential for high current income and attractive total return, but involves certain risks. Lower-rated bond risks involve greater risk of loss due to credit deterioration and default by the issuer. Foreign securities are subject to special risks including the impact of political events, fluctuations in currency exchange rates and less publicly available information about companies. Emerging markets may be more subject to these risks than developed markets. The value and return of your investment may fluctuate as a result of changes in interest rates; the financial strength of issuers of lower-rated bonds; foreign, political and economic developments; and changes in currency exchange rates. - ------------- 2 The federal funds rate was raised for a fifth time, from 2.0% to 2.25%, on December 14, 2004. 2 INVESTMENT PORTFOLIO November 30, 2004 CORPORATE FIXED-INCOME BONDS & NOTES - 41.2% PAR ($) VALUE ($) - ------------------------------------------------------------ BASIC MATERIALS - 3.8% CHEMICALS - 2.0% AGRICULTURAL CHEMICALS - 0.6% IMC Global, Inc., 10.875% 08/01/13 140,000 177,800 Terra Capital, Inc., 12.875% 10/15/08 215,000 265,525 UAP Holding Corp., (a) 07/15/12 (10.750% 01/15/08) (b) 125,000 95,000 United Agri Products, 8.250% 12/15/11 (8.750%, 12/15/04) (b)(p) 120,000 127,800 ----------- 666,125 ----------- CHEMICALS-DIVERSIFIED - 1.3% BCP Caylux Holdings Luxembourg S.C.A., 9.625% 06/15/14 (b) 95,000 106,875 Equistar Chemicals LP, 10.625% 05/01/11 220,000 254,650 HMP Equity Holdings Corp., (c) 05/15/08 380,000 249,850 Huntsman ICI Holdings LLC, (c) 12/31/09 710,000 395,825 Lyondell Chemical Co., 9.625% 05/01/07 230,000 252,425 NOVA Chemicals Corp., 6.500% 01/15/12 70,000 72,638 Westlake Chemical Corp., 8.750% 07/15/11 55,000 62,012 ----------- 1,394,275 ----------- CHEMICALS-SPECIALTY - 0.1% Crompton Corp., 7.670% 08/01/10 (b)(d) 75,000 81,000 ----------- 81,000 ----------- Chemicals Total 2,141,400 ----------- FOREST PRODUCTS & PAPER - 0.8% FORESTRY - 0.2% Millar Western Forest Products, 7.750% 11/15/13 95,000 101,650 Tembec Industries, Inc., 8.500% 02/01/11 80,000 80,000 ----------- 181,650 ----------- PAPER & RELATED PRODUCTS - 0.6% Boise Cascade LLC: 5.005% 10/15/12 (b)(d) 70,000 71,400 7.125% 10/15/14 (b) 80,000 84,000 Buckeye Technologies, Inc., 8.500% 10/01/13 30,000 33,000 Caraustar Industries, Inc., 9.875% 04/01/11 115,000 123,625 PAR ($) VALUE ($) - ------------------------------------------------------------ Georgia-Pacific Corp., 8.000% 01/15/24 80,000 92,800 Neenah Paper, Inc., 7.375% 11/15/14 (b) 60,000 60,600 Newark Group, Inc., 9.750% 03/15/14 (b) 110,000 115,225 Norske Skog Canada Ltd.: 7.375% 03/01/14 45,000 47,250 8.625% 06/15/11 60,000 64,800 ----------- 692,700 ----------- Forest Products & Paper Total 874,350 ----------- IRON/STEEL - 0.6% METAL-IRON - 0.2% Wise Metals Group LLC, 10.250% 05/15/12 (b) 175,000 176,312 ----------- 176,312 ----------- STEEL-PRODUCERS - 0.2% Bayou Steel Corp., 9.000% 03/31/11 125,000 117,500 Steel Dynamics, Inc., 9.500% 03/15/09 70,000 77,524 ----------- 195,024 ----------- STEEL-SPECIALTY - 0.2% Oregon Steel Mills, Inc., 10.000% 07/15/09 85,000 95,200 UCAR Finance, Inc., 10.250% 02/15/12 155,000 178,250 ----------- 273,450 ----------- Iron/Steel Total 644,786 ----------- MINING - 0.4% METAL-ALUMINUM - 0.2% Kaiser Aluminum & Chemical Corp.: 9.875% 02/15/49 (e) 250,000 230,625 10.875% 10/15/06 (e) 25,000 21,500 ----------- 252,125 ----------- METAL-DIVERSIFIED - 0.2% Earle M. Jorgensen Co., 9.750% 06/01/12 155,000 174,375 ----------- 174,375 ----------- Mining Total 426,500 ----------- BASIC MATERIALS TOTAL 4,087,036 ----------- - ----------------------------------------------------------- COMMUNICATIONS - 9.8% ADVERTISING - 0.1% ADVERTISING SERVICES - 0.1% WDAC Subsidiary Corp. 8.375% 12/01/14 (b)(f) 125,000 126,250 ----------- 126,250 ----------- Advertising Total 126,250 ----------- See Accompanying Notes to Financial Statements. 3 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 CORPORATE FIXED-INCOME BONDS & NOTES (CONTINUED) PAR ($) VALUE ($) - ------------------------------------------------------------ COMMUNICATIONS (CONTINUED) MEDIA - 4.9% BROADCAST SERVICES/PROGRAMS - 0.4% Fisher Communications, Inc., 8.625% 09/15/14 (b) 75,000 81,000 TV Azteca SA de CV, 10.500% 02/15/07 275,000 281,875 XM Satellite Radio, Inc., 7.660% 05/01/09 (d) 110,000 112,200 ----------- 475,075 ----------- CABLE TV - 1.9% Atlantic Broadband Finance LLC, 9.375% 01/15/14 (b) 155,000 150,350 Cablevision Systems Corp., 6.669% 04/01/09 (b)(d) 125,000 130,625 Charter Communications Holdings LLC: 9.920% 04/01/11 655,000 538,738 10.250% 09/15/10 175,000 183,750 CSC Holdings, Inc.: 6.750% 04/15/12 (b) 170,000 174,250 7.625% 04/01/11 10,000 10,725 DirecTV Holdings LLC, 8.375% 03/15/13 70,000 78,925 EchoStar DBS Corp., 6.375% 10/01/11 190,000 195,700 Insight Communications Co., Inc., (a) 02/15/11 (12.250% 02/15/06) 70,000 67,550 Insight Midwest LP, 9.750% 10/01/09 70,000 73,763 Northland Cable Television, Inc., 10.250% 11/15/07 205,000 205,000 Pegasus Satellite Communications, Inc., 11.250% 01/15/10 (b)(e) 180,000 114,750 Telenet Group Holdings NV, (a) 06/15/14 (11.500% 12/15/08) (b) 170,000 131,325 ----------- 2,055,451 ----------- MULTIMEDIA - 0.7% Advanstar Communications, Inc.: (a) 10/15/11 (15.000% 10/15/05) 125,000 105,625 12.000% 02/15/11 155,000 168,950 Haights Cross Communications, Inc., (a) 08/15/11 (12.500% 02/15/09) 135,000 87,075 Haights Cross Operating Co., 11.750% 08/15/11 130,000 148,200 Quebecor Media, Inc., 11.125% 07/15/11 180,000 206,550 ----------- 716,400 ----------- PAR ($) VALUE ($) - ------------------------------------------------------------ PUBLISHING-NEWSPAPERS - 0.1% Hollinger, Inc.: 11.875% 03/01/11 (b)(n) 54,000 58,443 12.875% 03/01/11 (b) 85,000 92,650 ----------- 151,093 ----------- PUBLISHING-PERIODICALS - 1.0% CBD Media Holdings LLC & Finance, Inc., 9.250% 07/15/12 (b) 95,000 97,375 Dex Media, Inc.: (a) 11/15/13 (9.000% 11/15/08) 105,000 80,588 8.000% 11/15/13 125,000 133,750 Dex Media East LLC, 12.125% 11/15/12 169,000 207,025 Dex Media West LLC, 9.875% 08/15/13 117,000 135,135 PriMedia, Inc., 8.875% 05/15/11 215,000 221,450 Yell Finance BV, 10.750% 08/01/11 165,000 192,225 ----------- 1,067,548 ----------- RADIO - 0.2% Spanish Broadcasting System, Inc., 9.625% 11/01/09 200,000 210,000 ----------- 210,000 ----------- TELEVISION - 0.6% Granite Broadcasting Corp., 9.750% 12/01/10 235,000 220,900 Paxson Communications Corp., 10.750% 07/15/08 240,000 247,200 Sinclair Broadcast Group, Inc., 8.750% 12/15/11 170,000 182,750 ----------- 650,850 ----------- Media Total 5,326,417 ----------- TELECOMMUNICATIONS - 4.8% CELLULAR TELECOMMUNICATIONS - 2.2% American Cellular Corp., 10.000% 08/01/11 105,000 88,463 Dobson Cellular Systems, Inc., 8.375% 11/01/11 (b) 40,000 41,000 Dobson Communications Corp., 8.875% 10/01/13 230,000 155,250 Horizon PCS, Inc., 11.375% 07/15/12 (b) 95,000 104,025 iPCS Escrow Co., 11.500% 05/01/12 (b) 70,000 78,050 Nextel Communications, Inc., 7.375% 08/01/15 330,000 363,000 Nextel Partners, Inc., 8.125% 07/01/11 325,000 357,500 See Accompanying Notes to Financial Statements. 4 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 CORPORATE FIXED-INCOME BONDS & NOTES (CONTINUED) PAR ($) VALUE ($) - ------------------------------------------------------------ COMMUNICATIONS (CONTINUED) TELECOMMUNICATIONS (CONTINUED) CELLULAR TELECOMMUNICATIONS (CONTINUED) Rogers Cantel, Inc., 9.750% 06/01/16 295,000 347,362 Rogers Wireless, Inc., 8.000% 12/15/12 (b) 95,000 99,037 Rural Cellular Corp., 8.250% 03/15/12 90,000 93,825 UbiquiTel, Inc.: 9.875% 03/01/11 105,000 115,238 9.875% 03/01/11 (b) 75,000 82,312 US Unwired, Inc., 10.000% 06/15/12 215,000 238,650 Western Wireless Corp., 9.250% 07/15/13 185,000 199,800 ----------- 2,363,512 ----------- SATELLITE TELECOMMUNICATIONS - 0.3% Inmarsat Finance II PLC, (a) 11/15/12 (10.375% 11/15/08) (b) 55,000 38,088 New Skies Satellites NV, 9.125% 11/01/12 (b) 85,000 86,700 PanAmSat Corp.: (a) 11/01/14 (10.375% 11/01/09) (b) 180,000 108,000 9.000% 08/15/14 (b) 80,000 86,000 ----------- 318,788 ----------- TELECOMMUNICATION EQUIPMENT - 0.1% Lucent Technologies, Inc., 6.450% 03/15/29 125,000 107,188 ----------- 107,188 ----------- TELECOMMUNICATION SERVICES - 0.7% Axtel SA de CV, 11.000% 12/15/13 180,000 191,250 Carrier1 International SA, 13.250% 02/15/09 (e) 450,000 40,500 FairPoint Communications, Inc., 11.875% 03/01/10 120,000 136,500 Securus Technologies, Inc., 11.000% 09/01/11 (b) 150,000 150,000 Time Warner Telecom, Inc.: 9.750% 07/15/08 205,000 204,487 10.125% 02/01/11 30,000 28,800 ----------- 751,537 ----------- TELEPHONE-INTEGRATED - 1.2% Cincinnati Bell, Inc., 8.375% 01/15/14 195,000 195,975 Qwest Capital Funding, Inc.: 7.250% 02/15/11 390,000 370,500 7.750% 02/15/31 175,000 149,625 PAR ($) VALUE ($) - ----------------------------------------------------------- Qwest Services Corp., 13.500% 12/15/10 (b) 450,000 535,500 US LEC Corp., 10.670% 10/01/09 (b)(d) 75,000 74,838 ----------- 1,326,438 ----------- WIRELESS EQUIPMENT - 0.3% American Towers, Inc., 7.250% 12/01/11 90,000 95,175 SBA Communications, Inc., (a) 12/15/11 (9.750% 12/15/07) 100,000 84,250 SpectraSite, Inc., 8.250% 05/15/10 90,000 97,425 ----------- 276,850 ----------- Telecommunications Total 5,144,313 ----------- COMMUNICATIONS TOTAL 10,596,980 ----------- - ----------------------------------------------------------- CONSUMER, CYCLICAL - 8.3% AIRLINES - 0.5% AIRLINES - 0.5% Continental Airlines, Inc., 7.568% 12/01/06 180,000 138,600 Delta Air Lines, Inc., 7.900% 12/15/09 65,000 36,400 Northwest Airlines, Inc., 9.875% 03/15/07 250,000 217,500 United Air Lines, Inc., 2.020% 03/02/04 (d)(o) 139,476 111,580 ----------- 504,080 ----------- Airlines Total 504,080 ----------- APPAREL - 0.4% APPAREL MANUFACTURERS - 0.4% Broder Brothers Co.: 11.250% 10/15/10 95,000 98,800 11.250% 10/15/10 (b) 55,000 57,200 Levi Strauss & Co., 12.250% 12/15/12 190,000 200,450 Phillips-Van Heusen Corp.: 7.250% 02/15/11 65,000 68,575 8.125% 05/01/13 60,000 65,700 ----------- 490,725 ----------- Apparel Total 490,725 ----------- AUTO MANUFACTURERS - 0.1% AUTO-MEDIUM & HEAVY DUTY TRUCKS - 0.1% Navistar International Corp., 7.500% 06/15/11 115,000 124,200 ----------- 124,200 ----------- Auto Manufacturers Total 124,200 ----------- See Accompanying Notes to Financial Statements. 5 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 CORPORATE FIXED-INCOME BONDS & NOTES (CONTINUED) PAR ($) VALUE ($) - ------------------------------------------------------------ CONSUMER, CYCLICAL (CONTINUED) AUTO PARTS & EQUIPMENT - 0.6% AUTO/TRUCK PARTS & EQUIPMENT - ORIGINAL - 0.3% Accuride Corp., 9.250% 02/01/08 65,000 66,138 Affinia Group, Inc., 9.000% 11/30/14 (b) 20,000 20,600 Delco Remy International, Inc., 11.000% 05/01/09 130,000 137,150 Dura Operating Corp., 8.625% 04/15/12 155,000 158,100 ----------- 381,988 ----------- AUTO/TRUCK PARTS & EQUIPMENT - REPLACEMENT - 0.1% Rexnord Corp., 10.125% 12/15/12 90,000 101,700 ----------- 101,700 ----------- RUBBER-TIRES - 0.2% Goodyear Tire & Rubber Co., 7.857% 08/15/11 205,000 203,463 ----------- 203,463 ----------- Auto Parts & Equipment Total 687,151 ----------- ENTERTAINMENT - 1.1% GAMBLING (NON-HOTEL) - 0.2% Global Cash Access LLC, 8.750% 03/15/12 160,000 172,800 ----------- 172,800 ----------- MUSIC - 0.3% Steinway Musical Instruments, Inc., 8.750% 04/15/11 85,000 92,225 Warner Music Group, 7.375% 04/15/14 (b) 160,000 163,600 ----------- 255,825 ----------- RESORTS/THEME PARKS - 0.2% Six Flags, Inc.: 8.875% 02/01/10 165,000 165,825 9.625% 06/01/14 75,000 74,062 ----------- 239,887 ----------- THEATERS - 0.4% LCE Acquisition Corp., 9.000% 08/01/14 (b) 195,000 209,625 Marquee Holdings, Inc., (a) 08/15/14 (12.000% 08/15/09) (b) 405,000 261,225 ----------- 470,850 ----------- Entertainment Total 1,139,362 ----------- HOME BUILDERS - 0.7% BUILDING-RESIDENTIAL/COMMERCIAL - 0.7% D.R. Horton, Inc., 9.750% 09/15/10 400,000 479,000 PAR ($) VALUE ($) - ------------------------------------------------------------ K. Hovnanian Enterprises, Inc.: 8.875% 04/01/12 25,000 27,500 10.500% 10/01/07 125,000 144,063 Standard Pacific Corp., 9.250% 04/15/12 125,000 145,937 ----------- 796,500 ----------- Home Builders Total 796,500 ----------- HOME FURNISHINGS - 0.3% HOME FURNISHINGS - 0.3% Norcraft Companies, 9.000% 11/01/11 65,000 70,525 WII Components, Inc., 10.000% 02/15/12 215,000 210,700 ----------- 281,225 ----------- Home Furnishings Total 281,225 ----------- LEISURE TIME - 0.7% CRUISE LINES - 0.1% NCL, Inc., 10.625% 07/15/14 (b) 60,000 61,800 ----------- 61,800 ----------- LEISURE & RECREATIONAL PRODUCTS - 0.2% Bombardier Recreational Products, Inc., 8.375% 12/15/13 155,000 167,400 K2, Inc., 7.375% 07/01/14 (b) 80,000 87,800 ----------- 255,200 ----------- RECREATIONAL CENTERS - 0.4% AMF Bowling Worldwide, Inc., 10.000% 03/01/10 105,000 112,350 Equinox Holdings, Inc., 9.000% 12/15/09 170,000 179,350 Town Sports International, Inc., (a) 02/01/14 (11.000% 02/01/09) 185,000 103,137 ----------- 394,837 ----------- Leisure Time Total 711,837 ----------- LODGING - 2.7% CASINO HOTELS - 2.4% Ameristar Casinos, Inc., 10.750% 02/15/09 150,000 168,562 Circus & Eldorado/Silver Legacy Capital Corp., 10.125% 03/01/12 85,000 93,075 Hard Rock Hotel, Inc., 8.875% 06/01/13 170,000 187,000 Hollywood Casino Shreveport, 13.000% 08/01/06 (g) 410,000 360,800 Inn of the Mountain Gods Resort & Casino, 12.000% 11/15/10 140,000 163,100 See Accompanying Notes to Financial Statements. 6 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 CORPORATE FIXED-INCOME BONDS & NOTES (CONTINUED) PAR ($) VALUE ($) - ------------------------------------------------------------ CONSUMER, CYCLICAL (CONTINUED) LODGING (CONTINUED) CASINO HOTELS (CONTINUED) MGM Mirage, Inc., 8.375% 02/01/11 170,000 192,100 Mohegan Tribal Gaming Authority, 7.125% 08/15/14 (b) 30,000 32,025 Park Place Entertainment Corp., 9.375% 02/15/07 200,000 221,500 Pinnacle Entertainment, Inc.: 8.250% 03/15/12 (f) 185,000 192,400 8.750% 10/01/13 255,000 274,125 Premier Entertainment Biloxi LLC, 10.750% 02/01/12 90,000 97,200 River Rock Entertainment, 9.750% 11/01/11 190,000 210,425 Seneca Gaming Corp., 7.250% 05/01/12 145,000 153,337 Station Casinos, Inc., 6.875% 03/01/16 40,000 42,000 Wynn Las Vegas LLC: 6.625% 12/01/14 (b)(f) 110,000 108,350 12.000% 11/01/10 70,000 88,200 ----------- 2,584,199 ----------- HOTELS & MOTELS - 0.3% Starwood Hotels & Resorts Worldwide, Inc., 7.875% 05/01/12 250,000 285,937 ----------- 285,937 ----------- Lodging Total 2,870,136 ----------- RETAIL - 1.0% RETAIL-AUTOMOBILES - 0.1% Asbury Automotive Group, Inc., 8.000% 03/15/14 130,000 128,700 ----------- 128,700 ----------- RETAIL-DRUG STORES - 0.3% Jean Coutu Group, Inc., (PJC), 8.500% 08/01/14 (b) 95,000 96,425 Rite Aid Corp., 9.250% 06/01/13 200,000 206,500 ----------- 302,925 ----------- RETAIL-HOME FURNISHINGS - 0.2% Levitz Home Furnishings, Inc., 12.000% 11/01/11 (b) 95,000 96,900 Tempur-Pedic, Inc., 10.250% 08/15/10 120,000 137,400 ----------- 234,300 ----------- RETAIL-JEWELRY - 0.1% Finlay Fine Jewelry Corp., 8.375% 06/01/12 120,000 130,800 ----------- 130,800 ----------- PAR ($) VALUE ($) - ------------------------------------------------------------ RETAIL-MAJOR DEPARTMENT STORES - 0.1% Saks, Inc., 7.000% 12/01/13 39,000 39,682 ----------- 39,682 ----------- RETAIL-PROPANE DISTRIBUTORS - 0.1% Ferrellgas Partners LP, 8.750% 06/15/12 130,000 141,700 ----------- 141,700 ----------- RETAIL-RESTAURANTS - 0.1% Denny's Holdings, Inc., 10.000% 10/01/12 (b) 115,000 121,038 ----------- 121,038 ----------- Retail Total 1,099,145 ----------- TEXTILES - 0.2% TEXTILE-PRODUCTS - 0.2% Collins & Aikman Floorcovering, Inc., 9.750% 02/15/10 110,000 118,250 INVISTA, 9.250% 05/01/12 (b) 90,000 99,900 ----------- 218,150 ----------- Textiles Total 218,150 ----------- CONSUMER, CYCLICAL TOTAL 8,922,511 ----------- - ----------------------------------------------------------- CONSUMER, NON-CYCLICAL - 5.2% AGRICULTURE - 0.3% AGRICULTURAL OPERATIONS - 0.2% Seminis, Vegetable Seeds, Inc., 10.250% 10/01/13 202,000 227,250 ----------- 227,250 ----------- TOBACCO - 0.1% North Atlantic Trading Co., Inc., 9.250% 03/01/12 100,000 80,000 ----------- 80,000 ----------- Agriculture Total 307,250 ----------- BEVERAGES - 0.1% BEVERAGES-WINE/SPIRITS - 0.1% Constellation Brands, Inc., 8.125% 01/15/12 125,000 135,938 ----------- 135,938 ----------- Beverages Total 135,938 ----------- BIOTECHNOLOGY - 0.1% MEDICAL-BIOMEDICAL/GENE - 0.1% Bio-Rad Laboratories, Inc., 7.500% 08/15/13 150,000 163,875 ----------- 163,875 ----------- Biotechnology Total 163,875 ----------- See Accompanying Notes to Financial Statements. 7 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 CORPORATE FIXED-INCOME BONDS & NOTES (CONTINUED) PAR ($) VALUE ($) - ----------------------------------------------------------- CONSUMER, NON-CYCLICAL (CONTINUED) COMMERCIAL SERVICES - 1.4% COMMERCIAL SERVICES - 0.2% Iron Mountain, Inc., 7.750% 01/15/15 35,000 35,613 Language Line Holdings, Inc., 11.125% 06/15/12 (b) 195,000 209,625 ----------- 245,238 ----------- COMMERCIAL SERVICES-FINANCE - 0.3% Dollar Financial Group, Inc., 9.750% 11/15/11 265,000 286,200 ----------- 286,200 ----------- FUNERAL SERVICES & RELATED ITEMS - 0.2% Service Corp. International, 7.700% 04/15/09 180,000 196,650 ----------- 196,650 ----------- PRINTING-COMMERCIAL - 0.3% American Color Graphics, Inc., 10.000% 06/15/10 75,000 64,500 Sheridan Group, 10.250% 08/15/11 (b) 105,000 114,712 Vertis, Inc., 13.500% 12/07/09 (b) 120,000 127,200 ----------- 306,412 ----------- PRIVATE CORRECTIONS - 0.1% GEO Group, Inc., 8.250% 07/15/13 70,000 74,550 ----------- 74,550 ----------- RENTAL AUTO/EQUIPMENT - 0.3% NationsRent, Inc., 9.500% 10/15/10 215,000 241,875 Williams Scotsman, Inc., 9.875% 06/01/07 110,000 109,175 ----------- 351,050 ----------- Commercial Services Total 1,460,100 ----------- COSMETICS/PERSONAL CARE - 0.1% COSMETICS & TOILETRIES - 0.1% Elizabeth Arden, Inc., 7.750% 01/15/14 110,000 116,600 ----------- 116,600 ----------- Cosmetics/Personal Care Total 116,600 ----------- FOOD - 1.2% FOOD-CONFECTIONERY - 0.2% Merisant Co., 9.500% 07/15/13 (b) 110,000 99,000 PAR ($) VALUE ($) - ------------------------------------------------------------ Tabletop Holdings, Inc., (a) 05/15/14 (12.250% 11/15/08) (b) 325,000 147,875 ----------- 246,875 ----------- FOOD-MISCELLANEOUS/DIVERSIFIED - 0.8% Del Monte Corp., 9.250% 05/15/11 280,000 306,600 Dole Food Co., Inc., 8.625% 05/01/09 185,000 203,963 Pinnacle Foods Holding Corp., 8.250% 12/01/13 (b) 235,000 212,675 Reddy Ice Holdings, Inc., (a) 11/01/12 (10.500% 11/01/08) (b) 110,000 76,450 ----------- 799,688 ----------- FOOD-RETAIL - 0.2% Stater Brothers Holdings, 8.125% 06/15/12 190,000 202,350 ----------- 202,350 ----------- Food Total 1,248,913 ----------- HEALTHCARE-SERVICES - 1.5% MEDICAL-HMO - 0.1% Coventry Health Care, Inc., 8.125% 02/15/12 145,000 159,500 ----------- 159,500 ----------- MEDICAL-HOSPITALS - 0.6% Tenet Healthcare Corp., 9.875% 07/01/14 (b) 390,000 418,275 United Surgical Partners International, Inc., 10.000% 12/15/11 165,000 188,512 ----------- 606,787 ----------- MRI/MEDICAL DIAGNOSTIC IMAGING - 0.6% InSight Health Services Corp., 9.875% 11/01/11 200,000 203,000 MedQuest, Inc., 11.875% 08/15/12 180,000 210,600 MQ Associates, Inc., (a) 08/15/12 (12.250% 08/15/08) 325,000 227,500 ----------- 641,100 ----------- PHYSICAL PRACTICE MANAGEMENT - 0.2% US Oncology, Inc., 9.000% 08/15/12 (b) 160,000 178,400 ----------- 178,400 ----------- Healthcare-Services Total 1,585,787 ----------- See Accompanying Notes to Financial Statements. 8 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 CORPORATE FIXED-INCOME BONDS & NOTES (CONTINUED) PAR ($) VALUE ($) - ----------------------------------------------------------- CONSUMER, NON-CYCLICAL (CONTINUED) HOUSEHOLD PRODUCTS/WARES - 0.5% CONSUMER PRODUCTS-MISCELLANEOUS - 0.5% AAC Group Holdings Corp., (a) 10/01/12 (10.250% 10/01/08) (b) 40,000 27,000 Amscan Holdings, Inc., 8.750% 05/01/14 175,000 175,875 Jostens IH Corp., 7.625% 10/01/12 (b) 95,000 99,750 Playtex Products, Inc., 9.375% 06/01/11 250,000 265,312 ----------- 567,937 ----------- Household Products/Wares Total 567,937 ----------- CONSUMER, NON-CYCLICAL TOTAL 5,586,400 ----------- - ----------------------------------------------------------- ENERGY - 3.3% OIL & GAS - 1.5% OIL & GAS DRILLING - 0.2% Ocean Rig Norway AS, 10.250% 06/01/08 130,000 133,900 Pride International, Inc., 7.375% 07/15/14 (b) 75,000 83,250 ----------- 217,150 ----------- OIL COMPANIES-EXPLORATION & PRODUCTION - 1.2% Chesapeake Energy Corp., 7.500% 06/15/14 70,000 77,438 Compton Petroleum Corp., 9.900% 05/15/09 185,000 203,500 Encore Acquisition Co., 8.375% 06/15/12 135,000 150,525 Energy Partners Ltd., 8.750% 08/01/10 90,000 99,000 Magnum Hunter Resources, Inc., 9.600% 03/15/12 72,000 82,080 PEMEX Finance Ltd.: 9.150% 11/15/18 205,000 254,428 10.610% 08/15/17 135,000 180,595 Whiting Petroleum Corp., 7.250% 05/01/12 180,000 189,000 ----------- 1,236,566 ----------- OIL REFINING & MARKETING - 0.1% Premcor Refining Group, Inc., 7.500% 06/15/15 105,000 114,975 ----------- 114,975 ----------- Oil & Gas Total 1,568,691 ----------- OIL & GAS SERVICES - 0.6% OIL-FIELD SERVICES - 0.6% Gazprom, 9.625% 03/01/13 400,000 461,720 Hornbeck Offshore Services, Inc., 6.125% 12/01/14 (b) 40,000 40,000 PAR ($) VALUE ($) - ------------------------------------------------------------ Newpark Resources, Inc., 8.625% 12/15/07 120,000 121,200 ----------- 622,920 ----------- Oil & Gas Services Total 622,920 ----------- PIPELINES - 1.2% PIPELINES - 1.2% Coastal Corp., 7.750% 06/15/10 290,000 298,338 Dynegy Holdings, Inc.: 6.875% 04/01/11 205,000 196,800 9.875% 07/15/10 (b) 70,000 79,100 Northwest Pipeline Corp., 8.125% 03/01/10 55,000 61,325 Sonat, Inc.: 6.875% 06/01/05 100,000 101,250 7.625% 07/15/11 335,000 340,025 Southern Natural Gas Co., 8.875% 03/15/10 95,000 106,637 Williams Companies, Inc., 8.125% 03/15/12 135,000 157,275 ----------- 1,340,750 ----------- Pipelines Total 1,340,750 ----------- ENERGY TOTAL 3,532,361 ----------- - ----------------------------------------------------------- FINANCIALS - 1.6% DIVERSIFIED FINANCIAL SERVICES - 0.8% FINANCE-COMMERCIAL - 0.1% FINOVA Group, Inc., 7.500% 11/15/09 (h) 186,150 88,887 ----------- 88,887 ----------- FINANCE INVESTMENT BANKER/BROKER - 0.4% E*Trade Financial Corp., 8.000% 06/15/11 (b) 110,000 116,325 LaBranche & Co., Inc., 11.000% 05/15/12 290,000 308,850 ----------- 425,175 ----------- FINANCE-OTHER SERVICES - 0.3% Aries Vermogensverwalting, 7.750% 10/25/09 (b) EUR 250,000 370,733 ----------- 370,733 ----------- Diversified Financial Services Total 884,795 ----------- REITS - 0.1% REITS-HOTELS - 0.0% La Quinta Properties, Inc., 7.000% 08/15/12 (b) USD 40,000 43,000 ----------- 43,000 ----------- See Accompanying Notes to Financial Statements. 9 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 CORPORATE FIXED-INCOME BONDS & NOTES (CONTINUED) PAR ($) VALUE ($) - ----------------------------------------------------------- FINANCIALS (CONTINUED) REITS (CONTINUED) REITS-MORTGAGES - 0.1% Thornburg Mortgage, Inc., 8.000% 05/15/13 110,000 117,975 ----------- 117,975 ----------- REITS Total 160,975 ----------- SAVINGS & LOANS - 0.7% SAVINGS & LOANS/THRIFT-WESTERN US - 0.1% Western Financial Bank, 9.625% 05/15/12 90,000 102,600 ----------- 102,600 ----------- SUPRANATIONAL BANKS - 0.6% Euro Investment Bank, 7.625% 12/07/07 GBP 295,000 608,227 ----------- 608,227 ----------- Savings & Loans Total 710,827 ----------- FINANCIALS TOTAL 1,756,597 ----------- - ----------------------------------------------------------- INDUSTRIALS - 6.8% AEROSPACE/DEFENSE - 0.6% AEROSPACE/DEFENSE-EQUIPMENT - 0.6% Argo-Tech Corp., 9.250% 06/01/11 USD 95,000 103,788 BE Aerospace, Inc., 8.875% 05/01/11 155,000 161,975 Sequa Corp., 8.875% 04/01/08 95,000 104,025 Standard Aero Holdings, Inc., 8.250% 09/01/14 (b) 110,000 118,250 TransDigm, Inc., 8.375% 07/15/11 110,000 118,525 ----------- 606,563 ----------- Aerospace/Defense Total 606,563 ----------- BUILDING MATERIALS - 0.7% BUILDING & CONSTRUCTION PRODUCTS-MISCELLANEOUS - 0.2% Associated Materials, Inc., (a) 03/01/14 (11.250% 03/01/09) 85,000 63,325 Congoleum Corp., 8.625% 08/01/08 (i) 95,000 74,100 Nortek Holdings, Inc., 8.500% 09/01/14 (b) 55,000 59,125 ----------- 196,550 ----------- BUILDING PRODUCTS-CEMENT/AGGREGATION - 0.2% RMCC Acquisition Co., 9.500% 11/01/12 (b) 155,000 155,387 U.S. Concrete, Inc., 8.375% 04/01/14 130,000 138,775 ----------- 294,162 ----------- PAR ($) VALUE ($) - ----------------------------------------------------------- BUILDING PRODUCTS-DOORS & WINDOWS - 0.3% Atrium Companies, Inc., 10.500% 05/01/09 285,000 299,250 ----------- 299,250 ----------- Building Materials Total 789,962 ----------- ELECTRONIC COMPONENTS & EQUIPMENT - 0.2% WIRE & CABLE PRODUCTS - 0.2% Coleman Cable, Inc., 9.875% 10/01/12 (b) 175,000 184,188 ----------- 184,188 ----------- Electronic Components & Equipment Total 184,188 ----------- ELECTRONICS - 0.1% ELECTRONIC COMPONENTS-MISCELLANEOUS - 0.1% Flextronics International Ltd., 6.250% 11/15/14 (b) 55,000 54,175 ----------- 54,175 ----------- Electronics Total 54,175 ----------- ENGINEERING & CONSTRUCTION - 0.2% BUILDING & CONSTRUCTION-MISCELLANEOUS - 0.2% J. Ray McDermott SA, 11.000% 12/15/13 (b) 185,000 202,113 ----------- 202,113 ----------- Engineering & Construction Total 202,113 ----------- ENVIRONMENTAL CONTROL - 0.6% NON-HAZARDOUS WASTE DISPOSAL - 0.5% Allied Waste North America, Inc.: 7.875% 04/15/13 90,000 90,900 8.500% 12/01/08 235,000 247,044 Waste Services, Inc., 9.500% 04/15/14 (b) 225,000 222,750 ----------- 560,694 ----------- RECYCLING - 0.1% IMCO Recycling Escrow, 9.000% 11/15/14 (b) 50,000 51,750 ----------- 51,750 ----------- Environmental Control Total 612,444 ----------- HAND/MACHINE TOOLS - 0.1% MACHINE TOOLS & RELATED PRODUCTS - 0.1% Newcor, Inc., 6.000% 01/31/13 (j) 165,817 106,123 ----------- 106,123 ----------- Hand/Machine Tools Total 106,123 ----------- See Accompanying Notes to Financial Statements. 10 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 CORPORATE FIXED-INCOME BONDS & NOTES (CONTINUED) PAR ($) VALUE ($) - ------------------------------------------------------------ INDUSTRIALS (CONTINUED) MACHINERY-CONSTRUCTION & MINING - 0.1% MACHINERY-CONSTRUCTION & MINING - 0.1% Terex Corp., 10.375% 04/01/11 125,000 140,937 ----------- 140,937 ----------- Machinery-Construction & Mining Total 140,937 ----------- METAL FABRICATE/HARDWARE - 0.9% METAL PROCESSORS & FABRICATION - 0.7% Altra Industrial Motion, Inc., 9.000% 12/01/11 (b) 75,000 76,125 Hawk Corp., 8.750% 11/01/14 (b) 30,000 30,975 Mueller Group, Inc., 10.000% 05/01/12 135,000 146,475 Mueller Holdings, Inc., (a) 04/15/14 (14.750% 04/15/09) 170,000 114,750 TriMas Corp., 9.875% 06/15/12 315,000 329,175 ----------- 697,500 ----------- METAL PRODUCTS-FASTENERS - 0.2% FastenTech, Inc., 11.500% 05/01/11 (b) 220,000 250,800 ----------- 250,800 ----------- Metal Fabricate/Hardware Total 948,300 ----------- MISCELLANEOUS MANUFACTURERS - 0.7% ADVANCED MATERIALS/PRODUCTS - 0.1% Hexcel Corp., 9.750% 01/15/09 150,000 157,125 ----------- 157,125 ----------- DIVERSIFIED MANUFACTURING OPERATORS - 0.5% J.B. Poindexter & Co., 8.750% 03/15/14 (b) 140,000 148,400 KI Holdings, Inc., (a) 11/15/14 (9.875% 11/15/09) (b) 170,000 107,950 Koppers Industries, Inc., 9.875% 10/15/13 140,000 158,900 Trinity Industries, Inc., 6.500% 03/15/14 70,000 69,387 ----------- 484,637 ----------- FILTRATION/SEPARATION PRODUCTS - 0.1% Polypore, Inc., (a) 10/01/12 (10.500% 10/01/08) (b) 195,000 125,287 ----------- 125,287 ----------- Miscellaneous Manufacturers Total 767,049 ----------- PAR ($) VALUE ($) - ------------------------------------------------------------ PACKAGING & CONTAINERS - 1.2% CONTAINERS-METAL/GLASS - 0.6% Crown European Holdings SA, 10.875% 03/01/13 135,000 158,963 Owens-Brockway Glass Container, 8.250% 05/15/13 245,000 267,663 Owens-Illinois, Inc.: 7.350% 05/15/08 160,000 166,800 7.500% 05/15/10 35,000 36,881 ----------- 630,307 ----------- CONTAINERS-PAPER/PLASTIC - 0.6% Consolidated Container Co. LLC, (a) 06/15/09 (10.750% 06/15/07) 120,000 100,800 MDP Acquisitions PLC, 9.625% 10/01/12 235,000 265,550 Portola Packaging, Inc., 8.250% 02/01/12 120,000 93,600 Smurfit-Stone Container Corp., 8.250% 10/01/12 110,000 120,450 Tekni-Plex, Inc., 12.750% 06/15/10 140,000 123,900 ----------- 704,300 ----------- Packaging & Containers Total 1,334,607 ----------- TRANSPORTATION - 1.4% TRANSPORTATION-MARINE - 0.7% Ship Finance International Ltd., 8.500% 12/15/13 295,000 303,112 Stena AB: 7.000% 12/01/16 (b) 55,000 54,037 7.500% 11/01/13 175,000 181,125 9.625% 12/01/12 115,000 129,375 Teekay Shipping Corp., 8.875% 07/15/11 40,000 46,400 ----------- 714,049 ----------- TRANSPORTATION-RAILROAD - 0.2% TFM SA de CV, 12.500% 06/15/12 155,000 175,925 ----------- 175,925 ----------- TRANSPORTATION-SERVICES - 0.3% CHC Helicopter Corp., 7.375% 05/01/14 120,000 126,900 Petroleum Helicopters, Inc., 9.375% 05/01/09 225,000 243,000 ----------- 369,900 ----------- See Accompanying Notes to Financial Statements. 11 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 CORPORATE FIXED-INCOME BONDS & NOTES (CONTINUED) PAR ($) VALUE ($) - ------------------------------------------------------------ INDUSTRIALS (CONTINUED) TRANSPORTATION (CONTINUED) TRANSPORTATION-TRUCKS - 0.2% Allied Holdings, Inc., 8.625% 10/01/07 105,000 89,250 QDI Capital Corp., 9.000% 11/15/10 (b) 160,000 159,600 ----------- 248,850 ----------- Transportation Total 1,508,724 ----------- INDUSTRIALS TOTAL 7,255,185 ----------- - ----------------------------------------------------------- TECHNOLOGY - 0.2% SEMICONDUCTORS - 0.2% ELECTRONIC COMPONENTS-SEMICONDUCTORS - 0.2% Amkor Technology, Inc., 9.250% 02/15/08 205,000 201,413 ----------- 201,413 ----------- Semiconductors Total 201,413 ----------- TECHNOLOGY TOTAL 201,413 ----------- - ----------------------------------------------------------- UTILITIES - 2.2% ELECTRIC - 2.2% ELECTRIC-GENERATION - 0.4% AES Corp.: 9.000% 05/15/15 (b) 45,000 51,750 9.500% 06/01/09 132,000 151,470 Edison Mission Energy, 9.875% 04/15/11 170,000 201,450 Mission Energy Holding, 13.500% 07/15/08 60,000 75,450 ----------- 480,120 ----------- ELECTRIC-INTEGRATED - 0.8% CMS Energy Corp., 8.900% 07/15/08 175,000 194,250 Nevada Power Co.: 9.000% 08/15/13 75,000 87,750 10.875% 10/15/09 150,000 175,500 PSE&G Energy Holdings, Inc., 8.625% 02/15/08 190,000 210,188 TNP Enterprises, Inc., 10.250% 04/01/10 130,000 139,100 ----------- 806,788 ----------- INDEPENDENT POWER PRODUCERS - 1.0% Caithness Coso Funding Corp., 9.050% 12/15/09 179,018 198,710 Calpine Corp., 8.500% 07/15/10 (b) 190,000 149,150 Calpine Generating Co. LLC: 11.169% 04/01/11 (b)(d) 240,000 227,400 11.500% 04/01/11 (b) 140,000 128,800 PAR ($) VALUE ($) - ----------------------------------------------------------- MSW Energy Holdings LLC: 7.375% 09/01/10 50,000 52,750 8.500% 09/01/10 190,000 209,000 Orion Power Holdings, Inc., 12.000% 05/01/10 120,000 152,400 ----------- 1,118,210 ----------- Electric Total 2,405,118 ----------- UTILITIES TOTAL 2,405,118 ----------- TOTAL CORPORATE FIXED-INCOME BONDS & NOTES (cost of $41,933,356) 44,343,601 ----------- MUNICIPAL BOND (TAXABLE) - 0.2% - ----------------------------------------------------------- Cabazon Band Mission Indians California, 13.000% 10/01/11 (n) 230,000 228,167 ----------- TOTAL MUNICIPAL BOND (TAXABLE) (cost of $230,000) 228,167 ----------- FOREIGN GOVERNMENT OBLIGATIONS - 33.2% - ----------------------------------------------------------- Federal Republic of Brazil: 7.720% 06/29/09 (d) USD 625,000 701,644 8.250% 01/20/34 490,000 452,025 11.500% 04/02/09 EUR 325,000 510,617 14.500% 10/15/09 USD 810,000 1,059,075 German Republic: 4.250% 07/04/14 EUR 970,000 1,341,708 6.000% 07/04/07 800,000 1,154,142 Government of Canada: 5.250% 06/01/13 CAD 530,000 473,991 10.000% 06/01/08 1,800,000 1,839,207 Government of New Zealand: 6.000% 11/15/11 NZD 1,940,000 1,392,321 6.500% 04/15/13 1,885,000 1,396,907 Government of Poland, 8.500% 05/12/07 PLN 2,225,000 733,946 Hellenic Republic of Greece, 5.350% 05/18/11 EUR 375,000 551,527 Kingdom of Norway, 5.500% 05/15/09 NOK 3,360,000 602,294 Kingdom of Spain, 5.500% 07/30/17 EUR 820,000 1,252,976 Kingdom of Sweden: 5.000% 01/28/09 SEK 13,595,000 2,154,432 6.750% 05/05/14 6,210,000 1,115,994 Republic of Bulgaria: 2.750% 07/28/11 (d) USD 637,000 636,045 8.250% 01/15/15 325,000 402,512 Republic of Colombia: 9.750% 04/09/11 161,560 185,794 10.000% 01/23/12 520,000 588,900 11.500% 05/31/11 EUR 225,000 370,693 11.750% 02/25/20 USD 370,000 463,055 See Accompanying Notes to Financial Statements. 12 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 FOREIGN GOVERNMENT OBLIGATIONS (CONTINUED) PAR ($) VALUE ($) - ----------------------------------------------------------- Republic of France, 4.000% 04/25/14 EUR 630,000 854,145 Republic of Italy, 5.000% 02/01/12 1,890,000 2,747,215 Republic of Panama, 8.875% 09/30/27 USD 500,000 527,500 Republic of Peru: 7.500% 10/14/14 EUR 210,000 289,898 9.875% 02/06/15 USD 450,000 523,125 Republic of Philippines, 10.625% 03/16/25 240,000 249,000 Republic of South Africa: 5.250% 05/16/13 EUR 855,000 1,192,113 13.000% 08/31/10 ZAR 1,823,000 381,051 Republic of Venezuela, 9.250% 09/15/27 USD 577,000 600,080 Russian Federation: 5.000% 03/31/30 525,000 521,955 11.000% 07/24/18 500,000 674,600 12.750% 06/24/28 595,000 941,588 United Kingdom: 5.000% 03/07/12 GBP 215,000 421,466 7.500% 12/07/06 655,000 1,325,431 9.000% 07/12/11 415,000 992,197 United Mexican States: 7.500% 03/08/10 EUR 385,000 591,636 7.500% 04/08/33 USD 780,000 812,760 11.375% 09/15/16 625,000 910,938 Western Australia Treasury Corp.: 7.500% 10/15/09 AUD 1,200,000 1,012,271 8.750% 08/15/08 985,000 854,260 ----------- TOTAL FOREIGN GOVERNMENT OBLIGATIONS (cost of $31,244,269) 35,803,034 ----------- U.S. GOVERNMENT AGENCIES & OBLIGATIONS - 21.6% - ----------------------------------------------------------- U.S. GOVERNMENT AGENCIES - 3.0% Federal Home Loan Mortgage Corp., 5.000% 08/25/10 USD 900,000 910,340 Federal National Mortgage Association, To Be Announced, 6.500% 12/13/34 (f) 1,895,000 1,987,972 Government National Mortgage Association: 9.000% 04/15/16 - 12/15/16 165,538 185,431 10.500% 07/15/19 - 07/15/20 25,677 28,843 11.000% 01/15/18 - 05/15/19 123,988 139,952 ----------- U.S. Government Agencies Total 3,252,538 ----------- PAR ($) VALUE ($) - ----------------------------------------------------------- U.S. GOVERNMENT OBLIGATIONS - 18.6% U.S. Treasury Bonds and Notes: 4.875% 02/15/12 1,245,000 1,305,013 7.000% 07/15/06 1,700,000 1,809,504 7.500% 11/15/24 865,000 1,133,352 8.875% 02/15/19 672,000 953,689 10.375% 11/15/12 1,520,000 1,819,428 10.625% 08/15/15 2,780,000 4,233,854 12.500% 08/15/14 6,354,000 8,745,932 ----------- U.S. Government Obligations Total 20,000,772 ----------- TOTAL U.S. GOVERNMENT AGENCIES & OBLIGATIONS (cost of $23,944,838) 23,253,310 ----------- ASSET-BACKED SECURITIES - 0.7% - ----------------------------------------------------------- Equity One, Inc., Series 2004-1, AFG, 4.205% 04/25/34 425,000 414,265 GMAC Mortgage Corp. Loan Trust, Series 2004-HES, A5, 4.865% 09/25/34 350,000 345,598 ----------- TOTAL ASSET-BACKED SECURITIES (cost of $771,945) 759,863 ----------- CONVERTIBLE BONDS - 0.3% - ----------------------------------------------------------- COMMUNICATIONS - 0.2% TELECOMMUNICATIONS - 0.2% TELECOMMUNICATION EQUIPMENT - 0.2% Nortel Networks Corp., 4.250% 09/01/08 265,000 254,106 ----------- 254,106 ----------- Telecommunications Total 254,106 ----------- COMMUNICATIONS TOTAL 254,106 ----------- - ----------------------------------------------------------- UTILITIES - 0.1% ELECTRIC - 0.1% INDEPENDENT POWER PRODUCERS - 0.1% Mirant Corp., 2.500% 06/15/21 (e) 125,000 88,806 ----------- 88,806 ----------- Electric Total 88,806 ----------- UTILITIES TOTAL 88,806 ----------- TOTAL CONVERTIBLE BONDS (cost of $323,469) 342,912 ----------- See Accompanying Notes to Financial Statements. 13 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 COMMON STOCKS - 0.3% (k) SHARES VALUE ($) - ----------------------------------------------------------- BASIC MATERIALS - 0.2% IRON/STEEL - 0.2% STEEL-PRODUCERS - 0.2% Bayou Steel Corp. 5,637 196,172 ----------- 196,172 ----------- Iron/Steel Total 196,172 ----------- BASIC MATERIALS TOTAL 196,172 ----------- - ----------------------------------------------------------- COMMUNICATIONS - 0.1% TELECOMMUNICATIONS - 0.1% CELLULAR TELECOMMUNICATIONS - 0.1% Horizon PCS, Inc., Class A 4,350 95,265 ----------- 95,265 ----------- Telecommunications Total 95,265 ----------- COMMUNICATIONS TOTAL 95,265 ----------- - ----------------------------------------------------------- INDUSTRIALS - 0.0% ENVIRONMENTAL CONTROL - 0.0% NON-HAZARDOUS WASTE DISPOSAL - 0.0% Fairlane Management Corp. (j)(l) 1,800 -- ----------- -- ----------- Environmental Control Total -- ----------- INDUSTRIALS TOTAL -- ----------- TOTAL COMMON STOCKS (cost of $271,210) 291,437 ----------- WARRANTS - 0.0% (k) UNITS - ----------------------------------------------------------- COMMUNICATIONS - 0.0% MEDIA - 0.0% CABLE TV - 0.0% Cable Satisfaction International, Inc., Expires 03/01/05 (b)(j)(l) 355 -- Ono Finance PLC, Expires 03/16/11 (b)(j)(l) 160 -- ----------- -- ----------- Media Total -- ----------- TELECOMMUNICATIONS - 0.0% CELLULAR TELECOMMUNICATIONS - 0.0% Horizon PCS, Inc., Expires 10/01/10 (b)(j)(l) 220 -- UbiquiTel, Inc., Expires 04/15/10 (b)(j)(l) 150 -- ----------- -- ----------- WARRANTS (CONTINUED) UNITS VALUE ($) - ----------------------------------------------------------- TELECOMMUNICATION SERVICES - 0.0% AT&T Canada, Inc., Expires 08/15/07 (b)(j)(l) 250 -- Carrier1 International SA, Expires 02/19/09 (b)(e)(j)(l) 209 -- Jazztel PLC Expires 07/15/10 (b)(j)(l) 40 -- ----------- -- ----------- Telecommunications Total -- ----------- COMMUNICATIONS TOTAL -- ----------- - ----------------------------------------------------------- INDUSTRIALS - 0.0% TRANSPORTATION - 0.0% TRANSPORTATION-TRUCKS - 0.0% QDI LLC, Expires 01/15/07 (b)(j) 510 1,586 ----------- 1,586 ----------- Transportation Total 1,586 ----------- INDUSTRIALS TOTAL 1,586 ----------- TOTAL WARRANTS (cost of $20,772) 1,586 ----------- SHORT-TERM OBLIGATION - 3.1% PAR ($) - ----------------------------------------------------------- Repurchase agreement with State Street Bank & Trust Co., dated 11/30/04, due 12/01/04 at 1.870%, collateralized by U.S. Treasury Bonds maturing 11/15/16, market value of $3,440,800 (repurchase proceeds $3,373,175) TOTAL SHORT-TERM OBLIGATION (cost of $3,373,000) 3,373,000 3,373,000 ----------- TOTAL INVESTMENTS - 100.6% (cost of $102,112,859) (m) 108,396,910 OTHER ASSETS & LIABILITIES, NET - (0.6)% (599,893) ----------- NET ASSETS - 100.0% 107,797,017 =========== See Accompanying Notes to Financial Statements. 14 INVESTMENT PORTFOLIO (CONTINUED) November 30, 2004 NOTES TO INVESTMENT PORTFOLIO: - -------------------------------------------------------------------------------- (a) Step bond. This security is currently not paying coupon. Shown parenthetically is the interest rate to be paid and the date the Trust will begin accruing at this rate. (b) Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At November 30, 2004, these securities amounted to $9,978,236, which represents 9.3% of net assets. (c) Zero coupon bond. (d) Floating rate note. The interest rate shown reflects the rate as of November 30, 2004. (e) The issuer has filed for bankruptcy protection under Chapter 11, and is in default of certain debt covenants. Income is not being accrued. As of November 30, 2004, the value of these securities amounted to $496,181, which represents 0.5% of net assets. (f) Security, or a portion thereof, purchased on a delayed delivery basis. (g) The issuer is in default of certain debt covenants. Income is not being accrued. As of November 30, 2004, the value of this security represents 0.3% of net assets. (h) Issued as part of bankruptcy reorganization. (i) The issuer has filed for bankruptcy protection under Chapter 11, and is in default of certain debt covenants, however, under the issuer's plan of reorganization, the issuer has guaranteed all interest due and therefore income is still being accrued. As of November 30, 2004, the value of this security represents 0.1% of net assets. (j) Represents fair value as determined in good faith under procedures approved by the Board of Trustees. (k) Non-income producing security. (l) Security has no value. (m) Cost for federal income tax purposes is $103,160,387. (n) Illiquid security. (o) The issuer has filed for bankruptcy protection under Chapter 11, and is in default of certain debt covenants. Income is being accrued. As of November 30, 2004, the value of this security represents 0.1% of net assets. (p) Step bond. Shown parenthetically is the next interest rate to be paid and the date the Trust will begin accruing at this rate. As of November 30, 2004, the Trust had entered into the following forward currency exchange contracts: FORWARD CURRENCY AGGREGATE SETTLEMENT UNREALIZED CONTRACTS TO SELL VALUE FACE VALUE DATE DEPRECIATION - -------------------------------------------------------------- EUR $1,329,070 $1,355,329 12/23/04 $(26,259) EUR 703,707 714,981 01/26/05 (11,274) EUR 588,951 598,048 01/31/05 (9,097) GBP 1,081,920 1,122,615 12/13/04 (40,695) GBP 493,430 504,474 01/26/05 (11,044) ---------- $(98,369) ---------- - ------------------------------------------------------------------------ THE TRUST WAS INVESTED IN THE FOLLOWING COUNTRIES AT NOVEMBER 30, 2004: % OF TOTAL COUNTRY VALUE INVESTMENTS - -------------------------------------------------------------- United States* $ 66,980,424 61.8 Canada 4,124,203 3.8 Sweden 3,580,926 3.3 United Kingdom 3,385,409 3.1 Germany 3,328,303 3.1 Mexico 3,042,887 2.8 New Zealand 2,789,228 2.6 Italy 2,747,215 2.5 Brazil 2,723,361 2.5 Russia 2,138,143 2.0 Australia 1,866,531 1.7 Colombia 1,608,442 1.5 South Africa 1,573,164 1.5 Spain 1,252,976 1.1 Bulgaria 1,038,557 1.0 France 1,013,108 0.9 Peru 813,023 0.8 Norway 736,194 0.7 Poland 733,946 0.7 Panama 729,613 0.7 Venezuela 600,080 0.6 Greece 551,527 0.5 Ireland 265,550 0.2 Philippines 249,000 0.2 Netherlands 192,225 0.2 Luxembourg 147,375 0.1 Belgium 131,325 0.1 Singapore 54,175 0.0 ------------ ------ $108,396,910 100.0 ------------ ------ * Includes Short-Term Obligation. Certain securities are listed by country of underlying exposure but may trade predominately on other exchanges. At November 30, 2004, the Trust held investments in the following sectors: % OF HOLDINGS BY REVENUE SOURCE (UNAUDITED) NET ASSETS - -------------------------------------------------------------- Foreign Government Obligations 33.2 U.S. Government Obligations 18.6 Communications 10.1 Consumer, Cyclical 8.3 Industrials 6.8 Consumer, Non-Cyclical 5.2 Basic Materials 4.0 Energy 3.3 U.S. Government Agencies 3.0 Utilities 2.3 Financials 1.6 Asset Backed Securities 0.7 Technology 0.2 Municipal Bond 0.2 Short-Term Obligation 3.1 Other Assets & Liabilities, Net (0.6) ------ 100.0 ------ ACRONYM NAME - -------------------------------------------------------------------- AUD Australian Dollar CAD Canadian Dollar EUR Euro GBP British Pound NOK Norwegian Krona NZD New Zealand Dollar PLN Polish Zloty REIT Real Estate Investment Trust SEK Swedish Krona USD United States Dollar ZAR South African Rand See Accompanying Notes to Financial Statements. 15 STATEMENT OF ASSETS AND LIABILITIES November 30, 2004 ASSETS: Investments, at cost $102,112,859 ------------ Investments, at value $108,396,910 Foreign currency (cost of $37) 38 Receivable for: Investments sold 321,891 Interest 2,251,366 Foreign tax reclaims 21,867 Dollar roll fee income 3,627 Deferred Trustees' compensation plan 8,309 ------------ Total Assets 111,004,008 ------------ LIABILITIES: Payable to custodian bank 30,901 Net unrealized depreciation on foreign forward currency contracts 98,369 Payable for: Investments purchased on a delayed delivery basis 2,345,067 Distributions 594,486 Investment advisory fee 64,739 Transfer agent fee 4,122 Pricing and bookkeeping fees 16,149 Trustees' fees 158 Audit fee 31,950 Custody fee 3,425 Deferred Trustees' fees 8,309 Other liabilities 9,316 ------------ Total Liabilities 3,206,991 ------------ NET ASSETS $107,797,017 ============ COMPOSITION OF NET ASSETS: Paid-in capital $120,444,512 Undistributed net investment income 172,770 Accumulated net realized loss (19,061,159) Net unrealized appreciation/depreciation on: Investments 6,284,051 Foreign currency translations (43,157) ------------ NET ASSETS $107,797,017 ============ Shares outstanding 11,009,000 ------------ Net asset value per share $ 9.79 ============ STATEMENT OF OPERATIONS For the Year Ended November 30, 2004 INVESTMENT INCOME: Interest $ 7,201,433 Dollar roll fee income 53,023 ------------ Total Investment Income (net of foreign taxes withheld of $2,924) 7,254,456 ------------ EXPENSES: Investment advisory fee 785,336 Transfer agent fee 40,246 Pricing and bookkeeping fees 80,237 Trustees' fees 8,312 Custody fee 35,801 Other expenses 107,566 ------------ Total Expenses 1,057,498 Custody earnings credit (687) ------------ Net Expenses 1,056,811 ------------ Net Investment Income 6,197,645 ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY: Net realized gain (loss) on: Investments 4,182,785 Foreign currency transactions (529,796) ------------ Net realized gain 3,652,989 ------------ Net change in unrealized appreciation/depreciation on: Investments 1,404,313 Foreign currency translations (1,648) ------------ Net change in unrealized appreciation/depreciation 1,402,665 ------------ Net Gain 5,055,654 ------------ Net Increase in Net Assets from Operations $ 11,253,299 ------------ See Accompanying Notes to Financial Statements. 16 STATEMENT OF CHANGES IN NET ASSETS YEAR ENDED NOVEMBER 30, ------------------------------- INCREASE (DECREASE) IN NET ASSETS: 2004 2003 - --------------------------------------------------------------------------------------------------------------------- OPERATIONS: Net investment income $ 6,197,645 $ 6,475,980 Net realized gain on investments and foreign currency transactions 3,652,989 1,748,681 Net change in unrealized appreciation/depreciation on investments and foreign currency transactions 1,402,665 8,481,511 ------------- ------------- Net Increase from Operations 11,253,299 16,706,172 ------------- ------------- DISTRIBUTIONS DECLARED TO SHAREHOLDERS: From net investment income (7,694,190) (7,133,128) ------------- ------------- Total Increase in Net Assets 3,559,109 9,573,044 ------------- ------------- NET ASSETS: Beginning of period 104,237,908 94,664,864 ------------- ------------- End of period (including undistributed (overdistributed) net investment income of $172,770 and $(898,430), respectively) $ 107,797,017 $ 104,237,908 ============= ============= NUMBER OF TRUST SHARES OUTSTANDING: End of period 11,009,000 11,009,000 ------------- ------------- See Accompanying Notes to Financial Statements. 17 NOTES TO FINANCIAL STATEMENTS November 30, 2004 NOTE 1. ORGANIZATION Colonial InterMarket Income Trust I (the "Trust") is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company. INVESTMENT GOAL The Trust seeks to maximize current income by diversifying investments primarily in U.S. and foreign government and lower-rated corporate debt securities. TRUST SHARES The Trust may issue an unlimited number of shares. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. SECURITY VALUATION Debt securities generally are valued by pricing services approved by the Trust's Board of Trustees, based upon market transactions for normal, institutional-size trading units of similar securities. The services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data, as well as broker quotes. Debt securities for which quotations are readily available are valued at an over-the-counter or exchange bid quotation. Certain debt securities, which tend to be more thinly traded and of lesser quality, are priced based on fundamental analysis of the financial condition of the issuer and the estimated value of any collateral. Valuations developed through pricing techniques may vary from the actual amounts realized upon sale of the securities, and the potential variation may be greater for those securities valued using fundamental analysis. Equity securities are valued at the last sale price on the principal exchange on which they trade, except for securities traded on the NASDAQ, which are valued at the NASDAQ official close price. Unlisted securities or listed securities for which there were no sales during the day are valued at the closing bid price on such exchanges or over-the-counter markets. Short-term debt obligations maturing within 60 days are valued at amortized cost, which approximates market value. Forward currency exchange contracts are valued at the prevailing forward exchange rate of the underlying currencies. Foreign securities are generally valued at the last sale price on the foreign exchange or market on which they trade. If any foreign share prices are not readily available as a result of limited share activity, the securities are valued at the last sale price of the local shares in the principal market in which such securities are normally traded. Generally, trading in foreign securities is substantially completed each day at various times prior to the close of the New York Stock Exchange ("NYSE"). The values of such securities used in computing the net asset value of the Trust's shares are determined as of such times. Foreign currency exchange rates are generally determined at 2:00 p.m. Eastern (U.S.) time. Occasionally, events affecting the values of such foreign securities and such exchange rates may occur between the times at which they are determined and the close of the customary trading session of the NYSE, which would not be reflected in the computation of the Trust's net asset value. If events materially affecting the values of such foreign securities occur and it is determined that market quotations are not reliable, then these foreign securities will be valued at their fair value using procedures approved by the Board of Trustees. Investments for which market quotations are not readily available, or quotations which management believes are not appropriate, are valued at fair value under procedures approved by the Board of Trustees. SECURITY TRANSACTIONS Security transactions are accounted for on the trade date. Cost is determined and gains (losses) are based upon the specific identification method for both financial statement and federal income tax purposes. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS Forward foreign currency exchange contracts are agreements to exchange one currency for another at a future date at a specified price. These contracts are used to minimize the exposure to foreign exchange rate fluctuations during the period between trade and settlement date of the contracts. The Trust may utilize forward foreign currency exchange contracts in connection with the settlement of purchases and sales of securities. The Trust may also enter into these contracts to hedge certain other foreign currency denominated assets. Contracts to buy generally are used to acquire exposure to foreign currencies, while contracts to sell are used to hedge the Trust's investments against currency fluctuations. Forward currency contracts are valued daily at the current exchange rate of the underlying currency, resulting in unrealized gains (losses) which become realized at the time the foreign currency contracts are closed or mature. Realized and unrealized gains (losses) arising from such transactions are included in net realized and unrealized gains (losses) on foreign currency 18 NOTES TO FINANCIAL STATEMENTS (CONTINUED) November 30, 2004 transactions. The use of forward currency contracts does not eliminate fluctuations in the prices of the Trust's portfolio securities. While the maximum potential loss from such contracts is the aggregate face value in U.S. dollars at the time the contract was opened, exposure is typically limited to the change in value of the contract (in U.S. dollars) over the period it remains open. The Trust could also be exposed to risk if the counterparties of the contracts are unable to fulfill the terms of the contracts. REPURCHASE AGREEMENTS The Trust may engage in repurchase agreement transactions with institutions that the Trust's investment advisor has determined are creditworthy. The Trust, through its custodian, receives delivery of underlying securities collateralizing a repurchase agreement. Collateral is at least equal, at all times, to the value of the repurchase obligation including interest. A repurchase agreement transaction involves certain risks in the event of default or insolvency of the counterparty. These risks include possible delays or restrictions upon the Trust's ability to dispose of the underlying securities and a possible decline in the value of the underlying securities during the period while the Trust seeks to assert its rights. MORTGAGE DOLLAR ROLL TRANSACTIONS The Trust may enter into mortgage dollar roll transactions. A mortgage dollar roll transaction involves a sale by the Trust of securities that it holds with an agreement by the Trust to repurchase substantially similar securities at an agreed upon price and date. During the period between the sale and repurchase, the Trust will not be entitled to accrue interest and receive principal payment on the securities sold. Mortgage dollar roll transactions involve the risk that the market value of the securities sold by the Trust may decline below the repurchase price of those securities. In the event the buyer of the securities under a mortgage dollar roll transaction files for bankruptcy or becomes insolvent, the Trust's use of proceeds of the transaction may be restricted pending a determination by or with respect to the other party. The Trust identifies U.S. Government securities or other liquid high grade debt obligations as segregated with the custodian in an amount equal to the mortgage dollar roll transactions. DELAYED DELIVERY SECURITIES The Trust may trade securities on other than normal settlement terms, including securities purchased or sold on a "when-issued" basis. This may increase the risk if the other party to the transaction fails to deliver and causes the Trust to subsequently invest at less advantageous prices. The Trust identifies cash or liquid portfolio securities as segregated with the custodian in an amount equal to the delayed delivery commitment. INCOME RECOGNITION Interest income is recorded on the accrual basis and includes accretion of discounts, amortization of premiums and paydown gains and losses. Fee income attributable to mortgage dollar roll transactions is recorded on the accrual basis over the term of the transaction. Corporate actions and dividend income are recorded on the ex-date, except for certain foreign securities which are recorded as soon after ex-date as the Trust becomes aware of such, net of non-reclaimable tax withholdings. The value of additional securities received as an income payment is recorded as income and as the cost basis of such securities. FOREIGN CURRENCY TRANSACTIONS The values of all assets and liabilities quoted in foreign currencies are translated into U.S. dollars at that day's exchange rates. Net realized and unrealized gains (losses) on foreign currency transactions include gains (losses) arising from the fluctuation in exchange rates between trade and settlement dates on securities transactions, gains (losses) arising from the disposition of foreign currency and currency gains (losses) between the accrual and payment dates on dividends, interest income and foreign withholding taxes. For financial statement purposes, the Trust does not distinguish that portion of gains (losses) on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the investments. Such fluctuations are included with the net realized and unrealized gains (losses) on investments. FEDERAL INCOME TAX STATUS The Trust intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal Revenue Code, as amended, and will distribute substantially all of its taxable income, if any, for its tax year, and as such will not be subject to federal income taxes. In addition, the Trust intends to distribute in each calendar year substantially all of its net investment income, capital gains and certain other amounts, if any, such that the Trust should not be subject to federal excise tax. Therefore, no federal income or excise tax provision is recorded. DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded on the ex-date. Net realized capital gains, if any, are distributed at least annually. NOTE 3. FEDERAL TAX INFORMATION The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. Reclassifications are made to the Trust's capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations. 19 NOTES TO FINANCIAL STATEMENTS (CONTINUED) November 30, 2004 For the year ended November 30, 2004, permanent book and tax basis differences resulting primarily from differing treatments for discount accretion/premium amortization on debt securities, market discount reclassification adjustments and paydown reclassifications were identified and reclassified among the components of the Trust's net assets as follows: UNDISTRIBUTED ACCUMULATED NET INVESTMENT INCOME NET REALIZED LOSS PAID-IN CAPITAL ------------------- -------------- ----------- $2,567,745 $(2,567,746) $1 Net investment income and net realized gains (losses), as disclosed on the Statement of Operations, and net assets were not affected by this reclassification. The tax character of distributions paid during the years ended November 30, 2004 and November 30, 2003 was as follows: NOVEMBER 30, 2004 NOVEMBER 30, 2003 ---------------- ---------------- Distributions paid from: Ordinary Income $7,694,190 $7,133,128 Long-Term Capital Gains -- -- As of November 30, 2004, the components of distributable earnings on a tax basis were as follows: UNDISTRIBUTED UNDISTRIBUTED ORDINARY LONG-TERM NET UNREALIZED INCOME CAPITAL GAINS APPRECIATION* -------------- -------------- -------------- $1,688,421 $-- $ 5,332,940 * The differences between book-basis and tax-basis net unrealized appreciation are primarily due to deferral of losses from wash sales and discount accretion/premium amortization on debt securities. Unrealized appreciation and depreciation at November 30, 2004, based on cost of investments for federal income tax purposes, and excluding any unrealized appreciation and depreciation from changes in the value of other assets and liabilities resulting from changes in exchange rates, was: Unrealized appreciation $ 8,000,935 Unrealized depreciation (2,764,412) ----------- Net unrealized appreciation $ 5,236,523 =========== The following capital loss carryforwards, determined as of November 30, 2004, may be available to reduce taxable income arising from future net realized gains on investments, if any, to the extent permitted by the Internal Revenue Code: YEAR OF CAPITAL LOSS EXPIRATION CARRYFORWARD --------------- --------------- 2007 $ 49,924 2008 5,857,135 2009 5,692,253 2010 7,020,484 ----------- $18,619,796 =========== Capital loss carryforwards of $1,419,371 were utilized during the year ended November 30, 2004 for the Trust. Under current tax rules, certain capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. As of November 30, 2004, post-October capital losses of $383,901 attributed to security transactions were deferred to December 1, 2004. NOTE 4. FEES AND COMPENSATION PAID TO AFFILIATES Columbia Management Advisors, Inc. ("Columbia") is the investment advisor to the Trust. Prior to April 1, 2004, Columbia was an indirect, wholly owned subsidiary of FleetBoston Financial Corporation ("FleetBoston"). Effective April 1, 2004, FleetBoston, including the Trust's investment advisor, was acquired by Bank of America Corporation ("BOA"). The acquisition did not change the way the Trust is managed, the investment personnel assigned to manage the Trust or the fees paid by the Trust. INVESTMENT ADVISORY FEE Columbia provides administrative and other services to the Trust in addition to investment advisory services. Columbia receives a monthly investment advisory fee at the annual rate of 0.75% of the Trust's average weekly net assets. PRICING AND BOOKKEEPING FEES Columbia is responsible for providing pricing and bookkeeping services to the Trust under a pricing and bookkeeping agreement. Under a separate agreement (the "Outsourcing Agreement"), Columbia has delegated those functions to State Street Corporation ("State Street"). As a result, Columbia pays the total fees received to State Street under the Outsourcing Agreement. 20 NOTES TO FINANCIAL STATEMENTS (CONTINUED) November 30, 2004 Under its pricing and bookkeeping agreement with the Trust, Columbia receives from the Trust an annual flat fee of $10,000 paid monthly, and in any month that the Trust's average weekly net assets exceed $50 million, an additional monthly fee. The additional fee rate is calculated by taking into account the fees payable to State Street under the Outsourcing Agreement. This rate is applied to the average weekly net assets of the Trust for that month. The Trust also pays additional fees for pricing services based on the number of securities held by the Trust. For the year ended November 30, 2004, the Trust's effective pricing and bookkeeping fee rate, inclusive of out-of-pocket expenses, was 0.077%. CUSTODY CREDITS The Trust has an agreement with its custodian bank under which custody fees may be reduced by balance credits. These credits are recorded as a reduction of total expenses on the Statement of Operations. The Trust could have invested a portion of the assets utilized in connection with the expense offset arrangement in an income producing asset if it had not entered into such an agreement. FEES PAID TO OFFICERS AND TRUSTEES With the exception of one officer, all officers of the Trust are employees of Columbia or its affiliates and receive no compensation from the Trust. Effective August 23, 2004, the Board of Trustees appointed a Chief Compliance Officer to the Trust in accordance with federal securities regulations. The Trust, along with other affiliated trusts, will pay its pro-rata share of the expenses associated with the Office of the Chief Compliance Officer. The Trust's fee will not exceed $15,000 per year. The Trust's Trustees may participate in a deferred compensation plan which may be terminated at any time. Obligations of the plan will be paid solely out of the Trust's assets. OTHER Columbia provides certain services to the Trust related to Sarbanes-Oxley compliance. For the year ended November 30, 2004, the Trust paid $1,447 to Columbia for such services. This amount is included in "Other expenses" on the Statement of Operations. NOTE 5. PORTFOLIO INFORMATION For the year ended November 30, 2004, the cost of purchases and proceeds from sales of securities, excluding short-term obligations, were $73,991,870 and $76,578,176, respectively of which $11,652,078 and $12,220,371, respectively, were U.S. Government securities. NOTE 6. DISCLOSURE OF SIGNIFICANT RISKS AND CONTINGENCIES FOREIGN SECURITIES There are certain additional risks involved when investing in foreign securities that are not inherent with investments in domestic securities. These risks may involve foreign currency exchange rate fluctuations, adverse political and economic developments and the possible prevention of currency exchange or other foreign governmental laws or restrictions. In addition, the liquidity of foreign securities may be more limited than that of domestic securities. HIGH-YIELD SECURITIES Investing in high-yield securities may involve greater credit risk and considerations not typically associated with investing in U.S. government bonds and other higher quality fixed income securities. These securities are non-investment grade securities, often referred to as "junk bonds." Economic downturns and industry events may disrupt the high yield market and impair the ability of issuers to repay principal and interest. Also, an increase in interest rates would likely have an adverse impact on the value of such obligations. Moreover, high-yield securities may be less liquid to the extent there is no established secondary market. INDUSTRY FOCUS The Trust may focus its investments in certain industries, subjecting it to greater risk than a trust that is more diversified. ISSUER FOCUS As a non-diversified trust, the Trust may invest a greater percentage of its total assets in the securities of fewer issuers than a diversified trust. The Trust may, therefore, have a greater risk of loss from a few issuers than a similar trust that invests more broadly. LEGAL PROCEEDINGS Columbia, Columbia Funds Distributor, Inc. ("CFDI"), and certain of their affiliates (collectively, "the Columbia Group") have received information requests and subpoenas from various regulatory and law enforcement authorities in connection with their investigations of late trading and market timing in mutual funds as well as other industry wide issues. The Columbia Group has not uncovered any instances where Columbia or CFDI were knowingly involved in late trading of mutual fund shares. On February 24, 2004, the Securities and Exchange Commission ("SEC") filed a civil complaint in the United States District Court for the District of Massachusetts against Columbia and CFDI, alleging that they had violated certain provisions of the federal securities laws in connection with trading activity in mutual fund shares. Also on February 24, 2004, the New York Attorney General ("NYAG") filed a civil 21 NOTES TO FINANCIAL STATEMENTS (CONTINUED) November 30, 2004 complaint in New York Supreme Court, County of New York against Columbia and CFDI alleging that Columbia and CFDI had violated certain New York anti-fraud statutes. If either Columbia or CFDI is unsuccessful in its defense of these proceedings, it could be barred from serving as an investment advisor or distributor for any investment company registered under the Investment Company Act of 1940, as amended (a "registered investment company"). Such results could prevent Columbia, CFDI or any company that is an affiliated person of Columbia and CFDI from serving as an investment advisor or distributor for any registered investment company, including your fund. Your fund has been informed by Columbia and CFDI that, if these results occur, they will seek exemptive relief from the SEC to permit them to continue to serve as your fund's investment advisor and distributor. There is no assurance that such exemptive relief will be granted. On March 15, 2004, Columbia and CFDI entered into agreements in principle with the SEC Division of Enforcement and NYAG in settlement of the charges. Under the agreements, Columbia and CFDI agreed, among other things, to the following conditions: payment of $70 million in disgorgement; payment of $70 million in civil penalties; an order requiring Columbia and CFDI to cease and desist from violations of the antifraud provisions and other provisions of the federal securities laws; governance changes designed to maintain the independence of the mutual fund boards of trustees and ensure compliance with securities laws and their fiduciary duties; and retention of an independent consultant to review Columbia's and CFDI's compliance policies and procedures. The agreement requires the final approval of the SEC. In a separate agreement with the NYAG, the Columbia Group and its affiliate Banc of America Capital Management, LLC have agreed to collectively reduce mutual fund fees by $160 million over a five-year period. In connection with the events described in detail above, various parties have filed suit against certain funds, their Boards and/or FleetBoston (and affiliated entities). More than 300 cases (including those filed against entities unaffiliated with the funds, their Boards and/or FleetBoston and its affiliated entities) have been consolidated in a multi-district proceeding and transferred to the Federal District Court in Maryland. Recently, certain Columbia funds and affiliated entities have been named as defendants in several derivative actions under various sections of the Investment Company Act of 1940, as amended, alleging, among other things, that the fees and expenses paid by those funds are excessive. The funds and the other defendants to these actions, including Columbia and various of its affiliates, certain other mutual funds advised by Columbia and its affiliates, and various directors of such funds, have denied these allegations and are contesting the plaintiffs' claims. These suits and certain regulatory investigations are ongoing, however, based on currently available information, Columbia believes that these lawsuits are without merit, that the likelihood they will have a material adverse impact on any fund is remote, and that the lawsuits are not likely to materially affect its ability to provide investment management services to its clients, including the funds. 22 FINANCIAL HIGHLIGHTS Selected data for a share outstanding throughout each period is as follows: YEAR ENDED NOVEMBER 30, --------------------------------------------------------------- 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 9.47 $ 8.60 $ 8.91 $ 9.14 $ 10.26 ----------- ----------- ----------- ----------- ----------- INCOME FROM INVESTMENT OPERATIONS: Net investment income 0.56(a) 0.59(a) 0.63(a)(b) 0.78(a) 0.90(c) Net realized and unrealized gain (loss) on investments and foreign currency 0.46 0.93 (0.23)(b) (0.17) (1.13) ----------- ----------- ----------- ----------- ----------- Total from Investment Operations 1.02 1.52 0.40 0.61 (0.23) ----------- ----------- ----------- ----------- ----------- LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS: From net investment income (0.70) (0.65) (0.64) (0.75) (0.87) Return of capital -- -- (0.07) (0.09) (0.02) ----------- ----------- ----------- ----------- ----------- Total Distributions Declared to Shareholders (0.70) (0.65) (0.71) (0.84) (0.89) ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF PERIOD $ 9.79 $ 9.47 $ 8.60 $ 8.91 $ 9.14 ----------- ----------- ----------- ----------- ----------- Market price per share $ 8.68 $ 8.96 $ 7.98 $ 8.19 $ 7.94 =========== =========== =========== =========== =========== Total return - based on market value (d) 4.91% 20.93% 6.00% 13.47% 6.08% =========== =========== =========== =========== =========== RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA: Expenses (e) 1.01% 1.04% 1.00% 1.04% 0.94% Net investment income (e) 5.91% 6.44% 7.24%(b) 8.52% 9.08% Portfolio turnover rate 73% 64% 83% 65% 53% Net assets, end of period (000's) $ 107,797 $ 104,238 $ 94,665 $ 98,088 $ 100,649 (a) Per share data was calculated using average shares outstanding during the period. (b) Effective December 1, 2001, the Trust adopted the provision of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and accreting market discount on all debt securities. The effect of this change for the year ended November 30, 2002 was to decrease the net investment income per share by $0.04, decrease the net realized and unrealized loss per share by $0.04 and decrease the ratio of net investment income to average net assets from 7.79% to 7.24%. Per share data and ratios for periods prior to November 30, 2002 have not been restated to reflect this change in presentation. (c) The per share net investment income amount does not reflect the period's reclassification of differences between book and tax basis net investment income. (d) Total return at market value assuming all distributions reinvested at prices calculated in accordance with the Dividend Reinvestment Plan. (e) The benefits derived from custody credits and directed brokerage arrangements, if applicable, had an impact of less than 0.01%. 23 FINANCIAL HIGHLIGHTS (CONTINUED) Selected data for a share outstanding throughout each period is as follows: YEAR ENDED NOVEMBER 30, --------------------------------------------------------------- 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 11.13 $ 11.45 $ 11.52 $ 11.27 $ 10.41 ----------- ----------- ----------- ----------- ----------- INCOME FROM INVESTMENT OPERATIONS: Net investment income 0.91 0.94 0.91 1.00 0.99 Net realized and unrealized gain (loss) on investments and foreign currency (0.88) (0.25) --(a) 0.24 0.82 ----------- ----------- ----------- ----------- ----------- Total from Investment Operations 0.03 0.69 0.91 1.24 1.81 ----------- ----------- ----------- ----------- ----------- LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS: From net investment income (0.90) (0.93) (0.98) (0.99) (0.95) In excess of net investment income -- --(a) -- -- -- From net realized gains -- (0.03) -- -- -- In excess of net realized gains -- (0.05) -- -- -- ----------- ----------- ----------- ----------- ----------- Total Distributions Declared to Shareholders (0.90) (1.01) (0.98) (0.99) (0.95) ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF PERIOD $ 10.26 $ 11.13 $ 11.45 $ 11.52 $ 11.27 ----------- ----------- ----------- ----------- ----------- Market price per share $ 8.31 $ 10.56 $ 10.94 $ 10.63 $ 10.75 =========== =========== =========== =========== =========== Total return - based on market value (b) (13.51)% 6.26% 12.62% 8.30% 17.67% =========== =========== =========== =========== =========== RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA: Expenses (c) 1.00% 0.93% 0.96% 0.95% 0.97% Net investment income (c) 8.51% 8.22% 8.06% 8.33% 8.73% Portfolio turnover rate 52% 99% 156% 117% 77% Net assets, end of period (000's) $ 113,005 $ 122,490 $ 126,011 $ 126,835 $ 124,097 (a) Rounds to less than $0.01 per share. (b) Total return at market value assuming all distributions reinvested at prices calculated in accordance with the Dividend Reinvestment Plan. (c) The benefits derived from custody credits and directed brokerage arrangements, if applicable, had an impact of less than 0.01%. 24 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE TRUSTEES AND SHAREHOLDERS OF COLONIAL INTERMARKET INCOME TRUST I In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Colonial InterMarket Income Trust I (the "Trust") at November 30, 2004, and the results of its operations, the changes in its net assets and its financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Trust's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts January 19, 2005 25 DIVIDEND REINVESTMENT PLAN COLONIAL INTERMARKET INCOME TRUST I Pursuant to the Trust's Dividend Reinvestment Plan (the "Plan"), all shareholders whose shares are registered in their own names will have all distributions reinvested automatically in additional shares of the Trust by EquiServe (the "Plan Agent") unless a shareholder elects to receive cash. Shareholders whose shares are held in the name of a broker or nominee will have distributions reinvested automatically by the broker or nominee in additional shares under the Plan, unless the service is not provided by the broker or the nominee or the shareholder elects to receive distributions in cash. If the service is not available, such distributions will be paid in cash. Shareholders whose shares are held in the name of a broker or nominee should contact the broker or nominee for details. All distributions to shareholders who elect not to participate in the Plan will be paid by check mailed directly to the shareholder of record on the record date therefore by the Plan Agent as the dividend disbursing agent. Non-participants in the Plan will receive distributions in cash. Distributions payable to participants in the Plan will be applied by the Plan Agent, acting as agent for Plan participants, to the purchase of shares of the Trust. Such shares will be purchased by the Plan Agent at the then current market price of such shares in the open market, on the New York Stock Exchange or elsewhere, for the participants' accounts. Participants in the Plan may withdraw from the Plan upon written notice to the Plan Agent. When a participant withdraws from the Plan or upon termination of the Plan as provided below, certificates for whole shares credited to the participant's account under the Plan will be issued and a cash payment will be made for any fraction of a share credited to such account. A shareholder's notice of election to withdraw from the Plan must be received by the Plan Agent before the record date for a dividend in order to be given effect with respect to that dividend. In the case of shareholders such as banks, brokers or nominees holding shares for others who are the beneficial owners of those shares, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the shareholder of record as representing the total amount registered in such shareholder's name and held for the account of beneficial owners who are to participate in the Plan. There is no charge to Plan participants for reinvesting distributions. The Plan Agent's fees for the handling of the reinvestment of distributions will be paid by the Trust. Each participant in the Plan will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent's open market purchases in connection with the reinvestment of distributions. Purchase orders from the participants in the Plan may be combined with those of other participants and the price paid by any particular participant may be the average of the price paid on various orders executed on behalf of groups of participants in the Plan. The automatic reinvestment of distributions will not relieve participants of any income tax that may be payable on such dividends or distributions. The Plan may be amended or terminated on 30 days' written notice to the Plan participants. All correspondence concerning the Plan should be directed to EquiServe Trust Company, N.A. by mail at P.O. Box 403011, Providence, RI 02940-3011, or by phone at 1-800-426-5523. 26 ADDITIONAL INFORMATION On August 3, 2004, the Board of Trustees approved the use of interest rate swaps (and options on those swaps) for hedging purposes. The Trust may enter into swap agreements to manage its exposure to the financial markets. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Trust may enter into interest rate swaps and options on those swaps to manage its exposure to interest rates. Interest rate swap agreements involve the exchange by the Trust with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. These financial instruments are not actively traded on financial markets. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates. 27 TRUSTEES AND OFFICERS The Trustees/Directors serve terms of indefinite duration. The names, addresses and ages of the Trustees/Directors and officers of the Funds in the Columbia Funds Complex, the year each was first elected or appointed to office, their principal business occupations during at least the last five years, the number of portfolios overseen by each Trustee/Director and other directorships they hold are shown below. Each officer listed below serves as an officer of each Fund in the Columbia Funds Complex. NAME, ADDRESS AND AGE, POSITION WITH FUNDS, YEAR FIRST ELECTED OR PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS, NUMBER OF PORTFOLIOS IN COLUMBIA FUNDS APPOINTED TO OFFICE(1) COMPLEX OVERSEEN BY TRUSTEE/DIRECTOR, OTHER DIRECTORSHIPS HELD - -------------------------------------------------------------------------------------------------------------------------------- DISINTERESTED TRUSTEES DOUGLAS A. HACKER (age 49) Executive Vice President-Strategy of United Airlines (airline) since December 2002 (formerly P.O. Box 66100 President of UAL Loyalty Services (airline) from September 2001 to December 2002; Executive Vice Chicago, IL 60666 President and Chief Financial Officer of United Airlines from March 1999 to September 2001; Senior Trustee (since 1996) Vice President-Finance from March 1993 to July 1999). Oversees 118, None JANET LANGFORD KELLY (age 47) Adjunct Professor of Law, Northwestern University, since September 2004; Private Investor since 9534 W. Gull Lake Drive March 2004 (formerly Chief Administrative Officer and Senior Vice President, Kmart Holding Richland, MI 49083-8530 Corporation (consumer goods), from September 2003 to March 2004; Executive Vice President-Corporate Trustee (since 1996) Development and Administration, General Counsel and Secretary, Kellogg Company (food manufacturer), from September 1999 to August 2003; Senior Vice President, Secretary and General Counsel, Sara Lee Corporation (branded, packaged, consumer-products manufacturer) from January 1995 to September 1999). Oversees 118, None RICHARD W. LOWRY (age 68) Private Investor since August 1987 (formerly Chairman and Chief Executive Officer, U. S. Plywood 10701 Charleston Drive Corporation (building products manufacturer)). Oversees 120(3), None Vero Beach, FL 32963 Trustee (since 1995) CHARLES R. NELSON (age 62) Professor of Economics, University of Washington, since January 1976; Ford and Louisa Van Voorhis Department of Economics Professor of Political Economy, University of Washington, since September 1993 (formerly Director, University of Washington Institute for Economic Research, University of Washington from September 2001 to June 2003) Adjunct Seattle, WA 98195 Professor of Statistics, University of Washington, since September 1980; Associate Editor, Journal Trustee (since 1981) of Money Credit and Banking, since September 1993; consultant on econometric and statistical matters. Oversees 118, None JOHN J. NEUHAUSER (age 61) Academic Vice President and Dean of Faculties since August 1999, Boston College (formerly Dean, 84 College Road Boston College School of Management from September 1977 to September 1999). Oversees 121(3), (4), Chestnut Hill, MA 02467-3838 Saucony, Inc. (athletic footwear) Trustee (since 1985) PATRICK J. SIMPSON (age 60) Partner, Perkins Coie LLP (law firm). Oversees 118, None 1120 N.W. Couch Street Tenth Floor Portland, OR 97209-4128 Trustee (since 2000) 28 TRUSTEES AND OFFICERS (CONTINUED) NAME, ADDRESS AND AGE, POSITION WITH FUNDS, YEAR FIRST ELECTED OR PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS, NUMBER OF PORTFOLIOS IN COLUMBIA FUNDS APPOINTED TO OFFICE(1) COMPLEX OVERSEEN BY TRUSTEE/DIRECTOR, OTHER DIRECTORSHIPS HELD - -------------------------------------------------------------------------------------------------------------------------------- DISINTERESTED TRUSTEES (continued) THOMAS E. STITZEL (age 68) Business Consultant since 1999 (formerly Professor of Finance from 1975 to 1999, College of 2208 Tawny Woods Place Business, Boise State University); Chartered Financial Analyst. Oversees 118, None. Boise, ID 83706 Trustee (since 1998) THOMAS C. THEOBALD (age 67) Partner and Senior Advisor, Chicago Growth Partners (private equity investing) since September 2004 303 W. Madison (formerly Managing Director, William Blair Capital Partners (private equity investing) from Suite 2500 September 1994 to September 2004). Oversees 118, Anixter International (network support equipment Chicago, IL 60606 distributor); Ventas, Inc. (real estate investment trust); Jones Lang LaSalle (real estate Trustee and Chairman management services) and Ambac Financial Group (financial guaranty insurance) of the Board(5) (since 1996) ANNE-LEE VERVILLE (age 59) Retired since 1997 (formerly General Manager, Global Education Industry, IBM Corporation (computer 359 Stickney Hill Road and technology) from 1994 to 1997). Oversees 119(4), Chairman of the Board of Directors, Enesco Hopkinton, NH 03229 Group, Inc. (designer, importer and distributor of giftware and collectibles) Trustee (since 1998) RICHARD L. WOOLWORTH (age 63) Retired since December 2003 (formerly Chairman and Chief Executive Officer, The Regence Group 100 S.W. Market Street #1500 (regional health insurer); Chairman and Chief Executive Officer, BlueCross BlueShield of Oregon; Portland, OR 97207 Certified Public Accountant, Arthur Young & Company). Oversees 118, Northwest Natural Gas Co. Trustee (since 1991) (natural gas service provider) INTERESTED TRUSTEE WILLIAM E. MAYER(2) (age 64) Partner, Park Avenue Equity Partners (private equity) since February 1999 (formerly Partner, 399 Park Avenue Development Capital LLC from November 1996 to February 1999). Oversees 120(3), Lee Enterprises Suite 3204 (print media), WR Hambrecht + Co. (financial service provider); First Health (healthcare); Reader's New York, NY 10022 Digest (publishing); OPENFIELD Solutions (retail industry technology provider) Trustee (since 1994) (1) In December 2000, the boards of each of the former Liberty Funds and former Stein Roe Funds were combined into one board of trustees responsible for the oversight of both fund groups (collectively, the "Liberty Board"). In October 2003, the trustees on the Liberty Board were elected to the boards of the Columbia Funds (the "Columbia Board") and of the CMG Fund Trust (the "CMG Funds Board"); simultaneous with that election, Patrick J. Simpson and Richard L. Woolworth, who had been directors on the Columbia Board and trustees on the CMG Funds Board, were appointed to serve as trustees of the Liberty Board. The date shown is the earliest date on which a trustee/director was elected or appointed to the board of a Fund in the Columbia Funds Complex. (2) Mr. Mayer is an "interested person" (as defined in the Investment Company Act of 1940 (1940 Act)) by reason of his affiliation with WR Hambrecht + Co. (3) Messrs. Lowry, Neuhauser and Mayer also serve as directors/trustees of the Liberty All-Star Funds, currently consisting of 2 funds, which are advised by an affiliate of the Advisor. (4) Mr. Neuhauser and Ms. Verville also serve as disinterested directors of Columbia Management Multi-Strategy Hedge Fund, LLC, which is advised by the Advisor. (5) Mr. Theobald was appointed as Chairman of the Board effective December 10, 2003. 29 TRUSTEES AND OFFICERS (CONTINUED) NAME, ADDRESS AND AGE, POSITION WITH COLUMBIA FUNDS, YEAR FIRST ELECTED OR APPOINTED TO OFFICE PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS - ------------------------------------------------------------------------------------------------------------------- OFFICERS CHRISTOPHER L. WILSON (age 47) Head of Mutual Funds for the Advisor since August 2004; President of the Columbia Funds since One Financial Center October 2004 (formerly President and Chief Executive Officer, CDC IXIS Asset Management Services, Boston, MA 02111 Inc. from September 1998 to August 2004). President (since 2004) J. KEVIN CONNAUGHTON (age 40) Treasurer of the Columbia Funds and of the Liberty All-Star Funds since December 2000; Vice One Financial Center President of the Advisor since April 2003 (formerly President of the Columbia Funds from February Boston, MA 02111 2004 to October 2004; Chief Accounting Officer and Controller of the Liberty Funds and of the Treasurer (since 2000) Liberty All-Star Funds from February 1998 to October 2000); Treasurer of the Galaxy Funds since September 2002; (formerly Treasurer from December 2002 to December 2004 and President from February 2004 to December 2004 of the Columbia Management Multi-Strategy Hedge Fund, LLC; Vice President of Colonial Management Associates, Inc. from February 1998 to October 2000). MARY JOAN HOENE (age 54) Senior Vice President and Chief Compliance Officer of the Columbia Funds and of the Liberty All-Star 40 West 57th Street Funds since August 2004 (formerly Partner, Carter, Ledyard & Milburn LLP from January 2001 to August New York, NY 10019 2004; Counsel, Carter, Ledyard & Milburn LLP from November 1999 to December 2000; Vice President and Chief Compliance Officer Counsel, Equitable Life Assurance Society of the United States Senior Vice President and from April (since 2004) 1998 to November 1999). MICHAEL G. CLARKE (age 34) Chief Accounting Officer of the Columbia Funds and of the Liberty All-Star Funds since October 2004 One Financial Center (formerly Controller of the Columbia Funds and of the Liberty All-Star Funds from May 2004 to Boston, MA 02111 October 2004; Assistant Treasurer from June, 2002 to May 2004; Vice President, Product Strategy & Chief Accounting Officer Development of the Liberty Funds Group from February 2001 to June 2002; Assistant Treasurer of the (since 2004) Liberty Funds and of the Liberty All-Star Funds from August 1999 to February 2001; Audit Manager, Deloitte & Touche LLP from May 1997 to August 1999). JEFFREY R. COLEMAN (age 35) Controller of the Columbia Funds and of the Liberty All-Star Funds since October 2004 (formerly Vice One Financial Center President of CDC IXIS Asset Management Services, Inc. and Deputy Treasurer of the CDC Nvest Funds Boston, MA 02111 and Loomis Sayles Funds from February 2003 to September 2004; Assistant Vice President of CDC IXIS Controller (since 2004) Asset Management Services, Inc. and Assistant Treasurer of the CDC Nvest Funds from August 2000 to February 2003; Tax Manager of PFPC Inc. from November 1996 to August 2000). R. SCOTT HENDERSON (age 45) Secretary of the Columbia Funds since December 2004 (formerly Of Counsel, Bingham McCutchen from One Financial Center April 2001 to September 2004; Executive Director and General Counsel, Massachusetts Pension Reserves Secretary (since 2004) Investment Management Board from September 1997 to March 2001). Boston, MA 02111 30 This page intentionally left blank. This page intentionally left blank. TRANSFER AGENT - -------------------------------------------------------------------------------- IMPORTANT INFORMATION ABOUT THIS REPORT The Transfer Agent for Colonial InterMarket Income Trust I is: EquiServe Trust Company, N.A. P.O. Box 43010 Providence, RI 02940-3010 The trust mails one shareholder report to each shareholder address. Shareholders can order additional reports by calling 800-730-6001. In addition, representatives at that number can provide shareholders information about the trust. Financial advisors who want additional information about the trust may speak to a representative at 800-426-3750. A description of the trust's proxy voting policies and procedures is available (i) at www.columbiamanagement.com; (ii) on the Securities and Exchange Commission's website at www.sec.gov, and (iii) without charge, upon request, by calling 800-730-6001. Information regarding how the trust voted proxies relating to portfolio securities during the 12-month period ended June 30, 2004 is available from the SEC's website. Information regarding how the trust voted proxies relating to portfolio securities is also available at www.columbiamanagement.com. The trust files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The trust's Form N-Q is available on the SEC's website at www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. This report has been prepared for shareholders of Colonial InterMarket Income Trust I. COLONIAL INTERMARKET INCOME TRUST I ANNUAL REPORT 198-02/742T-1104 (01/05) 05/3933 ITEM 2. CODE OF ETHICS. (a) The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. (b) During the period covered by this report, there were not any amendments to a provision of the code of ethics adopted in 2(a) above. (c) During the period covered by this report, there were not any waivers or implicit waivers to a provision of the code of ethics adopted in 2(a) above. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The registrant's Board of Trustees has determined that Douglas A. Hacker, Thomas E. Stitzel, Anne-Lee Verville and Richard L. Woolworth, each of whom are members of the registrant's Board of Trustees and Audit Committee, each qualify as an audit committee financial expert. Mr. Hacker, Mr. Stitzel, Ms. Verville and Mr. Woolworth are each independent trustees, as defined in paragraph (a)(2) of this Item's instructions and collectively constitute the entire Audit Committee. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Aggregate Audit Fees billed by the principal accountant for professional services rendered during the fiscal years ended November 30, 2004 and November 30, 2003 are approximately as follows: 2004 2003 $28,350 $30,220 Audit Fees include amounts related to the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. (b) Aggregate Audit-Related Fees billed by the principal accountant for professional services rendered during the fiscal years ended November 30, 2004 and November 30, 2003 are approximately as follows: 2004 2003 $3,700 $4,000 Audit-Related Fees include amounts for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported in Audit Fees above. In both fiscal years 2004 and 2003, Audit-Related Fees include certain agreed-upon procedures performed for semi-annual shareholder reports. (c) Aggregate Tax Fees billed by the principal accountant for professional services rendered during the fiscal years ended November 30, 2004 and November 30, 2003 are approximately as follows: 2004 2003 $2,610 $2,500 Tax Fees in both fiscal years 2004 and 2003 consist primarily of the review of annual tax returns and include amounts for professional services by the principal accountant for tax compliance, tax advice and tax planning. (d) Aggregate All Other Fees billed by the principal accountant for professional services rendered during the fiscal years ended November 30, 2004 and November 30, 2003 are as follows: 2004 2003 $0 $0 All Other Fees include amounts for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) above. None of the amounts described in paragraphs (a) through (d) above were approved pursuant to the "de minimis" exception under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (e)(1) AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES I. GENERAL OVERVIEW The Audit Committee of the registrant has adopted a formal policy (the "Policy") which sets forth the procedures and the conditions pursuant to which the Audit Committee will pre-approve (i) all audit and non-audit (including audit related, tax and all other) services provided by the registrant's independent auditor to the registrant and individual funds (collectively "Fund Services"), and (ii) all non-audit services provided by the registrant's independent auditor to the funds' adviser or a control affiliate of the adviser, that relate directly to the funds' operations and financial reporting (collectively "Fund-related Adviser Services"). A "control affiliate" is an entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the funds, and the term "adviser" is deemed to exclude any unaffiliated sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser. The adviser and control affiliates are collectively referred to as "Adviser Entities." The Audit Committee uses a combination of specific (on a case-by-case basis as potential services are contemplated) and general (pre-determined list of permitted services) pre-approvals. Unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditor. The Policy does not delegate the Audit Committee's responsibilities to pre-approve services performed by the independent auditor to management. II. GENERAL PROCEDURES On an annual basis, the Fund Treasurer and/or Director of Trustee Administration shall submit to the Audit Committee a schedule of the types of Fund Services and Fund-related Adviser Services that are subject to general pre-approval. These schedules will provide a description of each type of service that is subject to general pre-approval and, where possible, will provide estimated fees for each instance of providing each service. This general pre-approval and related fees (where provided) will generally cover a one-year period (for example, from June 1 through May 31 of the following year). The Audit Committee will review and approve the types of services and review the projected fees for the next one-year period and may add to, or subtract from, the list of general pre-approved services from time to time, based on subsequent determinations. This approval acknowledges that the Audit Committee is in agreement with the specific types of services that the independent auditor will be permitted to perform. The fee amounts will be updated to the extent necessary at other regularly scheduled meetings of the Audit Committee. In addition to the fees for each individual service, the Audit Committee has the authority to implement a fee cap on the aggregate amount of non-audit services provided to an individual fund. If, subsequent to general pre-approval, a fund, its investment adviser or a control affiliate determines that it would like to engage the independent auditor to perform a service that requires pre-approval and that is not included in the general pre-approval list, the specific pre-approval procedure shall be as follows: o A brief written request shall be prepared by management detailing the proposed engagement with explanation as to why the work is proposed to be performed by the independent auditor; o The request should be addressed to the Audit Committee with copies to the Fund Treasurer and/or Director of Trustee Administration; o The Fund Treasurer and/or Director of Trustee Administration will arrange for a discussion of the service to be included on the agenda for the next regularly scheduled Audit Committee meeting, when the Committee will discuss the proposed engagement and approve or deny the request. o If the timing of the project is critical and the project needs to commence before the next regularly scheduled meeting, the Chairperson of the Audit Committee may approve or deny the request on behalf of the Audit Committee, or, in the Chairperson's discretion, determine to call a special meeting of the Audit Committee for the purpose of considering the proposal. Should the Chairperson of the Audit Committee be unavailable, any other member of the Audit Committee may serve as an alternate for the purpose of approving or denying the request. Discussion with the Chairperson (or alternate, if necessary) will be arranged by the Fund Treasurer and/or Director of Trustee Administration. The independent auditor will not commence any such project unless and until specific approval has been given. III. CERTAIN OTHER SERVICES PROVIDED TO ADVISER ENTITIES The Audit Committee recognizes that there are cases where services proposed to be provided by the independent auditor to the adviser or control affiliates are not Fund-related Adviser Services within the meaning of the Policy, but nonetheless may be relevant to the Audit Committee's ongoing evaluation of the auditor's independence and objectivity with respect to its audit services to the funds. As a result, in all cases where an Adviser Entity engages the independent auditor to provide audit or non-audit services that are not Fund Services or Fund-related Adviser Services, were not subject to pre-approval by the Audit Committee, and the projected fees for any such engagement (or the aggregate of all such engagements during the period covered by the Policy) exceeds a pre-determined threshold established by the Audit Committee; the independent auditor, Fund Treasurer and/or Director of Trustee Administration will notify the Audit Committee not later than its next meeting. Such notification shall include a general description of the services provided, the entity that is to be the recipient of such services, the timing of the engagement, the entity's reasons for selecting the independent auditor, and the projected fees. Such information will allow the Audit Committee to consider whether non-audit services provided to the adviser and Adviser Entities, which were not subject to Audit Committee pre-approval, are compatible with maintaining the auditor's independence with respect to the Funds. IV. REPORTING TO THE AUDIT COMMITTEE The Fund Treasurer or Director of Trustee Administration shall report to the Audit Committee at each of its regular meetings regarding all Fund Services or Fund-related Adviser Services initiated since the last such report was rendered, including: o A general description of the services, and o Actual billed and projected fees, and o The means by which such Fund Services or Fund-related Adviser Services were pre-approved by the Audit Committee. In addition, the independent auditor shall report to the Audit Committee annually, and no more than 90 days prior to the filing of audit reports with the SEC, all non-audit services provided to entities in the funds' "investment company complex," as defined by SEC rules, that did not require pre-approval under the Policy. V. AMENDMENTS; ANNUAL APPROVAL BY AUDIT COMMITTEE The Policy may be amended from time to time by the Audit Committee. Prompt notice of any amendments will be provided to the independent auditor, Fund Treasurer and Director of Trustee Administration. The Policy shall be reviewed and approved at least annually by the Audit Committee. ***** (e)(2) The percentage of services described in paragraphs (b) through (d) of this Item approved pursuant to the "de minimis" exception under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X during both fiscal years ended November 30, 2004 and November 30, 2003 was zero. (f) Not applicable. (g) All non-audit fees billed by the registrant's accountant for services rendered to the registrant for the fiscal years ended November 30, 2004 and November 30, 2003 are disclosed in (b) through (d) of this Item. During the fiscal years ended November 30, 2004 and November 30, 2003, there were no Audit-Related Fees, Tax Fees or All Other Fees that were approved for services to the investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant under paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X. The percentage of Audit-Related Fees, Tax Fees and All Other Fees required to be approved under paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X that were approved under the "de minimis" exception during both fiscal years ended November 30, 2004 and November 30, 2003 was zero. (h) The registrant's Audit Committee of the Board of Directors has considered whether the provision of non-audit services that were rendered to the registrant's adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence. The Audit Committee determined that the provision of such services is compatible with maintaining the principal accountant's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). Douglas A. Hacker, Thomas E. Stitzel, Anne-Lee Verville and Richard L. Woolworth are each independent trustees and collectively constitute the entire Audit Committee. ITEM 6. SCHEDULE OF INVESTMENTS The registrant's "Schedule I - Investments in securities of unaffiliated issuers" (as set forth in 17 CFR 210.12-12) is included in Item 1 of this Form N-CSR. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. The Fund has delegated to Columbia Management Advisors, Inc. (the "Advisor") the responsibility to vote proxies relating to portfolio securities held by the Fund. In deciding to delegate this responsibility to the Advisor, the Board of Trustees of the Trust reviewed and approved the policies and procedures adopted by the Advisor. These included the procedures that the Advisor follows when a vote presents a conflict between the interests of the Fund and its shareholders and the Advisor, its affiliates, its other clients or other persons. The Advisor's policy is to vote all proxies for Fund securities in a manner considered by the Advisor to be in the best interest of the Fund and its shareholders without regard to any benefit to the Advisor, its affiliates, its other clients or other persons. The Advisor examines each proposal and votes against the proposal, if, in its judgment, approval or adoption of the proposal would be expected to impact adversely the current or potential market value of the issuer's securities. The Advisor also examines each proposal and votes the proxies against the proposal, if, in its judgment, the proposal would be expected to affect adversely the best interest of the Fund. The Advisor determines the best interest of the Fund in light of the potential economic return on the Fund's investment. The Advisor addresses potential material conflicts of interest by having predetermined voting guidelines. For those proposals that require special consideration or in instances where special circumstances may require varying from the predetermined guideline, the Advisor's Proxy Committee determines the vote in the best interest of the Fund, without consideration of any benefit to the Advisor, its affiliates, its other clients or other persons. The Advisor's Proxy Committee is composed of representatives of the Advisor's equity investments, equity research, compliance, legal and fund administration functions. In addition to the responsibilities described above, the Proxy Committee has the responsibility to review, on a semi-annual basis, the Advisor's proxy voting policies to ensure consistency with internal policies and regulatory agency policies and to develop additional voting guidelines to assist in the review of proxy proposals. The Proxy Committee may vary from the predetermined guideline if it determines that voting on the proposal according to the predetermined guideline would be expected to impact adversely the current or potential market value of the issuer's securities or to affect adversely the best interest of the client. References to the best interest of a client refer to the interest of the client in terms of the potential economic return on the client's investment. In determining the vote on any proposal, the Proxy Committee does not consider any benefit other than benefits to the owner of the securities to be voted. A member of the Proxy Committee is prohibited from voting on any proposal for which he or she has a conflict of interest by reason of a direct relationship with the issuer or other party affected by a given proposal. Persons making recommendations to the Proxy Committee or its members are required to disclose to the Committee any relationship with a party making a proposal or other matter known to the person that would create a potential conflict of interest. The Advisor has retained Institutional Shareholder Services ("ISS"), a third party vendor, to implement its proxy voting process. ISS provides proxy analysis, record keeping services and vote disclosure services. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not yet applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Registrant Purchases of Equity Securities* (a) (b) (c) (d) Total Number of Maximum Number of Shares Purchased as Shares that May Yet Period Total Number Average Price Part of Publically Be Purchased Under of Shares Paid Per Share Announced Plans the Plans or Programs - ------------------------------------------------------------------------------------------------------------------------------------ 06/01/04 through 06/30/04 6,985 $8.32 6,985 N/A 07/01/04 through 07/31/04 7,216 $8.20 7,216 N/A 08/01/04 through 08/31/04 7,133 $8.42 7,133 N/A 09/01/04 through 09/30/04 6,898 $8.61 6,898 N/A 10/01/04 through 10/31/04 6,439 $8.79 6,439 N/A 11/01/04 through 11/30/04 6,254 $8.96 6,254 N/A - ------------------------------------------------------------------------------------------------------------------------------------ Total 40,925 $8.54 40,925 N/A - ------------------------------------------------------------------------------------------------------------------------------------ * Includes shares purchased by the Dividend Reinvestment Agent pursuant to the Registrant's Dividend Reinvestment Plan. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have not been any material changes to the procedures by which shareholders may recommend nominees to the registrant's board of directors, since those procedures were last disclosed in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officers, based on their evaluation of the registrant's disclosure controls and procedures as of a date within 90 days of the filing of this report, have concluded that such controls and procedures are adequately designed to ensure that information required to be disclosed by the registrant in Form N-CSR is accumulated and communicated to the registrant's management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. (b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of ethics required to be disclosed under Item 2 of Form N-CSR attached hereto as Exhibit 99.CODE ETH. (a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) attached hereto as Exhibit 99.CERT. (a)(3) Not applicable. (b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) attached hereto as Exhibit 99.906CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) Colonial InterMarket Income Trust I -------------------------------------------------------------------- By (Signature and Title) /S/ Christopher L. Wilson -------------------------------------------------------- Christopher L. Wilson, President Date January 26, 2005 ---------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title) /S/ Christopher L. Wilson -------------------------------------------------------- Christopher L. Wilson, President Date January 26, 2005 ---------------------------------------------------------------------------- By (Signature and Title) /S/ J. Kevin Connaughton -------------------------------------------------------- J. Kevin Connaughton, Treasurer Date January 26, 2005 ----------------------------------------------------------------------------