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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1998
SECURITIES ACT FILE NO. 333-50141
INVESTMENT COMPANY ACT FILE NO. 811-5567
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___________ [ ]
Post-Effective Amendment No.____1______ [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. ___9______ [X]
COLONIAL INTERMEDIATE HIGH INCOME FUND
(Exact Name of Registrant as Specified in Charter)
One Financial Center, Boston, Massachusetts 02111
(Address of Principal Executive Offices)
(617) 426-3750
(Registrant's Telephone Number, including Area Code)
William J. Ballou, Esq.
Colonial Management Associates, Inc.
One Financial Center
Boston, Massachusetts 02111-2621
(Name and Address of Agent For Service)
With a copy to:
John M. Loder, Esq. Thomas A. Hale, Esq.
Ropes & Gray Skadden, Arps, Slate, Meagher & Flom (Illinois)
One International Place 333 West Wacker Drive
Boston, Massachusetts 02110-2624 Chicago, Illinois 60606-1285
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend
reinvestment plan, check the following box. [X]
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
BEING BEING PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(2)
- ---------- ---------- --------- --------- ------------
Shares of
Beneficial
Interest 5,010,532 $7.625 $38,205,306 $11,271
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. Based on the
average of the high and low sales prices reported on the New York Stock
Exchange on April 10, 1998.
(2) Previously paid.
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Explanatory Note: Part A and B and all items of Part C other than Item 24(2):
Exhibits are incorporated herein by reference to Pre-Effective Amendment No. 1
to the Registration Statement under the Securities Act of 1933 (File No.
333-50141) and Amendment No. 8 to the Registration Statement under the
Investment Company Act of 1940 (File No. 811-5567). This Amendment is filed
solely for the purpose of filing Exhibit (k)(6) under Rule 462(d) under the
Securities Act of 1933.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(2) Exhibits
(a)(1) Agreement and Declaration of Trust (1)
(a)(2) Amendment No. 1 to Agreement and Declaration of
Trust (1)
(b) By-Laws, as amended (1)
(c) Not applicable
(d)(1) Form of specimen share certificate for Shares of
Beneficial Interest, without par value (1)
(d)(2) Form of Subscription Certificate (2)
(d)(3) Form of Notice of Guaranteed Delivery (2)
(d)(4) Form of Nominee Holder Over-Subscription Exercise
Form (2)
(d)(5) Form of Beneficial Owner Listing Certification (2)
(e) Dividend Reinvestment Plan (1)
(f) Not applicable
(g) Management Agreement with Colonial Management
Associates, Inc. (1)
(h) Form of Dealer Manager Agreement with
PaineWebber Incorporated (2)
(i) Not applicable
(j)(1) Custody Agreement with The Chase Manhattan Bank
(incorporated herein by reference to Exhibit 8 to
Post-Effective Amendment No. 13 to the Registration
Statement of Colonial Trust VI, Registration Nos.
33-45117 & 811-6529, filed with the Commission on
October 27, 1997)
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(k)(1) Transfer Agency and Registrar Agreement (2)
(k)(1)(a) Amendment No 1. to Transfer Agency and Registrar
Agreement (2)
(k)(1)(b) Consent to Assignment to TBC Shareholders
Services Inc.(now known as First Data Investor
Services Group, Inc.)(2)
(k)(2) Pricing and Bookkeeping Agreement with Colonial
Management Associates, Inc. (1)
(k)(3) Credit Line Agreement with Bank of America
Illinois (1)
(k)(4) Form of Subscription Agent Agreement with
First Data Investor Services Group, Inc. (2)
(k)(5) Form of Information Agent Agreement with
Shareholder Communications Corporation (2)
(k)(6) Amended and Restated Credit Agreement with Bank
of America National Trust and Savings Association
(l) Opinion of counsel (including consent of
counsel) (2)
(m) Not applicable
(n) Consent of independent accountants (1)
(o) Not applicable
(p) Not applicable
(q) Not applicable
(r) Financial Data Schedule (1)
- --------------------------------
(1) Previously filed with the Securities and Exchange Commission on April 15,
1998.
(2) Previously filed with the Securities and Exchange Commission on May 18,
1998.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Amendment to the Registration Statement on Form N-2 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 22nd day of May, 1998.
COLONIAL INTERMEDIATE HIGH
INCOME FUND
By: /s/ HAROLD W. COGGER
-----------------------
Harold W. Cogger
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement on Form N-2 has been signed below by the following
persons in their capacities as officers and Trustees of the Registrant.
SIGNATURES TITLE DATE
- ---------- ----- ----
/s/ HAROLD W. COGGER President (chief May 22, 1998
- ------------------------ executive officer)
Harold W. Cogger
/s/ J. KEVIN CONNAUGHTON Controller and Chief May 22, 1998
- ------------------------ Accounting Officer
J. Kevin Connaughton
/s/ TIMOTHY J. JACOBY Treasurer and Chief May 22, 1998
- ------------------------ Financial Officer
Timothy J. Jacoby
/s/ ROBERT J. BIRNBAUM*
- ------------------------- Trustee
Robert J. Birnbaum
/s/ TOM BLEASDALE*
- ------------------------- Trustee
Tom Bleasdale
/s/ LORA S. COLLINS*
- ------------------------- Trustee
Lora S. Collins
/s/ JAMES E. GRINNELL*
- ------------------------- Trustee
James E. Grinnell
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/s/ RICHARD W. LOWRY*
- --------------------- Trustee
Richard W. Lowry
/s/ WILLIAM E. MAYER*
- --------------------- Trustee
William E. Mayer
/s/ JAMES L. MOODY, JR. *
- --------------------- Trustee *WILLIAM J. BALLOU
James L. Moody, Jr. -------------------
William J. Ballou
Attorney-in-fact
May 22, 1998
/s/ JOHN J. NEUHAUSER*
- --------------------- Trustee
John J. Neuhauser
/s/ ROBERT L. SULLIVAN*
- --------------------- Trustee
Robert L. Sullivan
INDEX OF EXHIBITS
(k)(6) Amended and Restated Credit Agreement with Bank of America National
Trust and Savings Association