MFS INTERMEDIATE HIGH INCOME FUND — Proxy Solicitation & Information Statement 1998

Mar 20, 1998

COLONIAL INTERMEDIATE HIGH INCOME FUND One Financial Center, Boston, Massachusetts 02111 (617) 426-3750 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 29, 1998 Dear Shareholder: The Annual Meeting of Shareholders (Meeting) of Colonial Intermediate High Income Fund (Fund) will be held at the offices of Colonial Management Associates, Inc. (Adviser), One Financial Center, Boston, Massachusetts, on Wednesday, April 29, 1998, at 10:00 a.m. Eastern time, to: 1. Elect five Trustees; 2. Ratify the selection of independent accountants; and 3. Transact such other business as may properly come before the Meeting or any adjournment thereof. By order of the Trustees, Michael H. Koonce, Secretary March 20, 1998 NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IF A QUORUM IS NOT PRESENT AT THE MEETING, ADDITIONAL EXPENSES WILL BE INCURRED TO SOLICIT ADDITIONAL PROXIES. TO AVOID THESE COSTS TO YOUR FUND, PLEASE VOTE, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE IMMEDIATELY. IH-85/889E-0298 PROXY STATEMENT General Information March 20, 1998 The enclosed proxy, which was first mailed on March 20, 1998, is solicited by the Trustees for use at the Meeting. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, in favor of each proposal referred to in the Proxy Statement. The proxy may be revoked prior to its exercise by a later dated proxy, by written revocation received by the Secretary or by voting in person. Solicitation may be made by mail, telephone, telegraph, telecopy and personal interviews. Authorization to execute proxies may be obtained by telephonically or electronically transmitted instructions. The cost of solicitation will be paid by the Fund. Holders of a majority of the shares outstanding and entitled to vote constitute a quorum and must be present in person or represented by proxy for business to be transacted at the Meeting. On February 2, 1998, the Fund had outstanding 14,897,108.541 shares of beneficial interest. Shareholders of record at the close of business on February 2, 1998 will have one vote for each share held. As of February 2, 1998, The Depository Trust Company (Cede & Co.), 7 Hanover Square, New York, New York 10004, owned of record 12,893,683 shares representing 86.55% of the Fund's outstanding shares. Votes cast by proxy or in person will be counted by persons appointed by the Fund to act as election tellers for the Meeting. The tellers will count the total number of votes cast "for" approval of the proposals for purposes of determining whether sufficient affirmative votes have been cast. Where a shareholder withholds authority or abstains, or the proxy reflects a "broker non-vote" (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter), the shares will be counted as present and entitled to vote for purposes of determining the presence of a quorum. With respect to the election of Trustees and ratification of independent accountants, withheld authority, abstentions and broker non-votes have no effect on the outcome of the voting. Further information concerning the Fund is contained in its most recent Annual Report to shareholders, which is obtainable free of charge by writing the Adviser at One Financial Center, Boston, MA 02111 or by calling 1-800-426-3750. 2 1. Election of Five Trustees. Messrs. Birnbaum, Grinnell, Lowry, Mayer and Sullivan (who have each agreed to serve) are proposed for election as Trustees of the Fund, each to serve for three years, with the exception of Mr. Grinnell who will serve for two years, or until a successor is elected. The Board of Trustees currently consists of Ms. Collins and Messrs. Birnbaum, Bleasdale, Grinnell, Ireland, Lowry, Mayer, Moody, Neuhauser, Shinn, Sullivan and Weeks. Effective April 24, 1998, Messrs. Ireland, Shinn and Weeks will retire as Trustees of the Fund. The Board of Trustees is divided into the following three classes, each with a three year term expiring in the years indicated (assuming the persons listed above are elected at the Meeting): 1999 2000 2001 ---- ---- ---- Mr. Bleasdale Mr. Grinnell Mr. Birnbaum Ms. Collins Mr. Moody Mr. Lowry Mr. Neuhauser Mr. Mayer Mr. Sullivan The following table sets forth certain information about the Board of Trustees:

• Mr. Mayer is an "interested person," as defined in the Investment Company Act of 1940 (1940 Act), because of his affiliation with Hambrecht & Quist Incorporated (a registered broker-dealer). (1) Except as otherwise noted, each individual has held the office indicated or other offices in the same company for the last five years. (2) On February 2, 1998, the Trustees and officers of the Fund as a group beneficially owned less than 1% of the then outstanding shares of the Fund. In this Proxy Statement, the "Colonial Funds" means Colonial Trust I, Colonial Trust II, Colonial Trust III, Colonial Trust IV, Colonial Trust V, Colonial Trust VI, Colonial Trust VII, LFC Utilities Trust, Colonial High Income Municipal Trust, Colonial InterMarket Income Trust I, Colonial Intermediate High Income Fund, Colonial Investment Grade Municipal Trust and Colonial Municipal Income Trust. 4 The following table sets forth certain information about the executive officers of the Fund:

(3) Except as otherwise noted, each individual has held the office indicated or other offices in the same company for the last five years. (4) On February 2, 1998, the Trustees and officers of the Fund as a group beneficially owned less than 1% of the then outstanding shares of the Fund. 6 Trustees' Compensation, Meetings and Committees The members of the Board of Trustees received the following compensation from the Fund for the fiscal year ended October 31, 1997 and from the Colonial Funds Complex for the calendar year ended December 31, 1997 for serving as Trustees (5): Aggregate Total Compensation From Compensation From Fund And Fund Complex Fund For The Fiscal Paid To The Trustees For Year Ended The Calendar Year Ended Trustee October 31, 1997 December 31, 1997 (6) - ------- ---------------- --------------------- Robert J. Birnbaum $1,042 $ 93,949 Tom Bleasdale 1,191(7) 106,432(8) Lora S. Collins 1,045 93,949 James E. Grinnell 1,076(9) 94,698(10) William D. Ireland, Jr. 1,133 101,445 Richard W. Lowry 1,050 94,698 William E. Mayer 994 89,949 James L. Moody, Jr. 1,097(11) 98,447(12) John J. Neuhauser 1,053 94,948 George L. Shinn 1,159 103,443 Robert L. Sullivan 1,114 99,945 Sinclair Weeks, Jr. 1,132 101,445 (5) The Fund does not currently provide pension or retirement plan benefits to the Trustees. (6) At December 31, 1997, the Colonial Funds Complex consisted of 39 open-end and 5 closed-end management investment company portfolios. (7) Includes $697 payable in later years as deferred compensation. (8) Includes $57,454 payable in later years as deferred compensation. (9) Includes $28 payable in later years as deferred compensation. (10) Includes $4,797 payable in later years as deferred compensation. (11) Includes $1,097 payable in later years as deferred compensation. (12) Total compensation of $98,447 for the calendar year ended December 31, 1997 will be payable in later years a deferred compensation. The following table sets forth the amount of compensation paid to Messrs. Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the Liberty All-Star Equity Fund and of the Liberty All-Star Growth Fund, Inc. (together, Liberty Funds) for service during the calendar year ended December 31, 1997: 7 Total Compensation From Liberty Funds For The Calendar Year Ended Trustee December 31, 1997(13) - ------- ----------------------- Robert J. Birnbaum $26,800 James E. Grinnell 26,800 Richard W. Lowry 26,800 (13) The Liberty Funds are advised by Liberty Asset Management Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary of Liberty Financial (an intermediate parent of the Adviser). During the Fund's fiscal year ended October 31, 1997, the Board of Trustees held six meetings. The Audit Committee of the Colonial Funds, consisting of Messrs. Bleasdale, Lowry, Moody, Sullivan and Weeks, met three times during the Fund's fiscal year ended October 31, 1997. The Committee recommends to the Trustees the independent accountants to serve as auditors, reviews with the independent accountants the results of the auditing engagement and internal accounting procedures and considers the independence of the independent accountants, the range of their audit services and their fees. The Compensation Committee of the Colonial Funds, consisting of Ms. Collins and Messrs. Grinnell, Neuhauser and Sullivan, met three times during the Fund's fiscal year ended October 31, 1997. The Committee reviews compensation of the Board of Trustees. The Governance Committee of the Colonial Funds, consisting of Messrs. Bleasdale, Ireland, Moody, Neuhauser and Weeks, met three times during the Fund's fiscal year ended October 31, 1997. The Committee in its sole discretion recommends to the Trustees, among other things, nominees for Trustee and for appointments to various committees. The Committee will consider candidates for Trustee recommended by shareholders. Written recommendations with supporting information should be directed to the Committee in care of the Fund. During the Fund's fiscal year ended October 31, 1997, each of the Trustees attended more than 75% of the meetings of the Board of Trustees and the committees of which such Trustee is a member. If any of the nominees listed above become unavailable for election, the enclosed proxy may be voted for a substitute candidate in the discretion of the proxy holder(s). 8 Required Vote A plurality of the votes cast at the Meeting, if a quorum is represented, is required for the election of each Trustee. Description of the Adviser The Adviser is a wholly-owned subsidiary of TCG, which in turn is a wholly-owned subsidiary of Liberty Financial. Liberty Financial is an indirect majority-owned subsidiary of Liberty Mutual Insurance Company (Liberty Mutual). Liberty Financial is a diversified and integrated asset management organization which provides insurance and investment products to individuals and institutions. Its principal executive offices are located at 600 Atlantic Avenue, 24th Floor, Boston, Massachusetts 02210. Liberty Mutual is an underwriter of workers' compensation insurance and a Massachusetts-chartered mutual property and casualty insurance company. The principal business activities of Liberty Mutual's subsidiaries other than Liberty Financial are property-casualty insurance, insurance services and life insurance (including group life and health insurance products) marketed through its own sales force. Liberty Mutual's principal executive offices are located at 175 Berkeley Street, Boston, Massachusetts 02117. Liberty Mutual is deemed to be the controlling entity of the Adviser and its affiliates. 2. Ratification of Independent Accountants. Price Waterhouse LLP was selected as independent accountants for the Fund for the Fund's fiscal year ending October 31, 1998 by unanimous vote of the Board of Trustees, subject to ratification or rejection by the shareholders. Neither Price Waterhouse LLP nor any of its partners has any direct or material indirect financial interest in the Fund. A representative of Price Waterhouse LLP will be available at the Meeting, if requested by a shareholder in writing at least five days before the Meeting, to respond to appropriate questions and make a statement (if the representative desires). Required Vote Ratification requires the affirmative vote of a majority of the shares of the Fund voted at the Meeting. 3. Other Matters and Discretion of Attorneys Named in the Proxy. As of the date of this Proxy Statement, only the business mentioned in Items 1 and 2 of the Notice of the Meeting is contemplated to be presented. If any procedural or other matters properly come before the Meeting, the enclosed proxy shall be voted in accordance with the best judgment of the proxy holder(s). 9 The Meeting is to be held at the same time as the meeting of shareholders of Colonial Municipal Income Trust. It is anticipated that such meetings will be held simultaneously. In the event that any Fund shareholder at the Meeting objects to the holding of a simultaneous meeting and moves for an adjournment of the meetings so that the Meeting of the Fund may be held separately, the persons named as proxies will vote in favor of such an adjournment. If a quorum of shareholders (a majority of the shares entitled to vote at the Meeting) is not represented at the Meeting or at any adjournment thereof, or, even though a quorum is so represented, if sufficient votes in favor of the Items set forth in the Notice of the Meeting are not received by April 29, 1998, the persons named as proxies may propose one or more adjournments of the Meeting for a period or periods of not more than ninety days in the aggregate and further solicitation of proxies may be made. Any such adjournment may be effected by a majority of the votes properly cast in person or by proxy on the question at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the Items set forth in the Notice of the Meeting. They will vote against any such adjournment those proxies required to be voted against any of such Items. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934, as amended, and Section 30(f) of the 1940 Act, as amended, require the Fund's Board of Trustees and executive officers, persons who own more than ten percent of the Fund's equity securities, the Fund's investment adviser and affiliated persons of the Fund's investment adviser (Section 16 reporting persons), to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of the Fund's shares and to furnish the Fund with copies of all Section 16(a) forms they file. Based solely upon a review of copies of such reports furnished to the Fund, and on representations that no other reports were required during the fiscal year ended October 31, 1997, the Section 16 reporting persons complied with all Section 16(a) filings applicable to them. Date for Receipt of Shareholder Proposals Proposals of shareholders which are intended to be considered for inclusion in the Fund's proxy statement relating to the 1999 Annual Meeting of Shareholders of the Fund must be received by the Fund at One Financial Center, Boston, Massachusetts 02111 on or before November 27, 1998. Shareholders are urged to vote, sign and mail their proxies immediately. 10 [This Page Intentionally Left Blank.] 11 [This Page Intentionally Left Blank.] 12 COLONIAL INTERMEDIATE HIGH INCOME FUND This Proxy is Solicited on Behalf of the Trustees The undersigned shareholder hereby appoints William J. Ballou, Harold W. Cogger, Nancy L. Conlin and Michael H. Koonce and each of them, proxies of the undersigned, with power of substitution, to vote at the Annual Meeting of Shareholders of Colonial Intermediate High Income Fund, to be held at Boston, Massachusetts, on Wednesday, April 29, 1998 and at any adjournments, as follows on the reverse side: /SEE REVERSE SIDE/ CONTINUED AND TO BE SIGNED ON REVERSE SIDE /SEE REVERSE SIDE/ /X/ Please mark votes as in this example. This proxy when properly executed will be voted in the manner directed above and, absent direction, will be voted for Items 1 and 2 listed below. 1. ELECTION OF FIVE TRUSTEES. (Item 1 of the Notice) Nominees: Robert J. Birnbaum, James E. Grinnell, Richard W. Lowry, William E. Mayer, Robert L. Sullivan / / FOR ALL NOMINEES / / WITHHELD FROM ALL NOMINEES / / For all nominees except as noted above 2. PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS. (Item 2 of the Notice) / / FOR / / AGAINST / / ABSTAIN 3. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / / PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. Please sign exactly as name appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature___ Date_ Signature___ Date_