COLONIAL HIGH INCOME MUNICIPAL TRUST
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 27, 1998
Dear Shareholder:
The Annual Meeting of Shareholders (Meeting) of Colonial High Income
Municipal Trust (Fund) will be held at the offices of Colonial Management
Associates, Inc. (Adviser), One Financial Center, Boston, Massachusetts, on
Wednesday, May 27, 1998, at 10:00 a.m., Eastern time, to:
1. Elect three 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,
Nancy L. Conlin, Assistant Secretary
April 15, 1998
NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IF A
QUORUM IS NOT PRESENT AT THE MEETING, ADDITIONAL EXPENSES WILL BE INCURRED TO
SOLICIT ADDITIONAL PROXIES. TO AVOID THESE COSTS TO YOUR FUND, PLEASE VOTE, SIGN
AND RETURN YOUR PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE IMMEDIATELY.
HI-85/016F-0398
<PAGE>
PROXY STATEMENT
General Information
April 15, 1998
The enclosed proxy, which was first mailed on April 15, 1998, is
solicited by the Trustees for use at the Meeting. All properly executed proxies
received in time for the Meeting will be voted as specified in the proxy or, if
no specification is made, in favor of each proposal referred to in the Proxy
Statement. The proxy may be revoked prior to its exercise by a later dated
proxy, by written revocation received by the Assistant Secretary or by voting in
person. Solicitation may be made by mail, telephone, telegraph, telecopy and
personal interviews. Authorization to execute proxies may be obtained by
telephonically or electronically transmitted instructions. The cost of
solicitation will be paid by the Fund.
Holders of a majority of the shares outstanding and entitled to vote
constitute a quorum and must be present in person or represented by proxy for
business to be transacted at the Meeting. On March 2, 1998, the Fund had
outstanding 31,013,575 shares of beneficial interest. Shareholders of record at
the close of business on March 2, 1998 will have one vote for each share held.
As of March 2, 1998, The Depository Trust Company (Cede & Co.), 7 Hanover
Square, New York, New York 10004 owned of record 25,740,766 shares representing
83.00% 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.
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1. Election of Three Trustees.
Messrs. Bleasdale, Lowry and Neuhauser (who have each agreed to serve)
are proposed for election as Trustees of the Fund, each to serve three years or
until a successor is elected. The Board 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 is divided into the following three classes, each with a three year
term expiring in the year indicated (assuming the persons listed above are
elected at the Meeting and the persons listed above retire):
1999 2000 2001
---- ---- ----
Ms. Collins Mr. Birnbaum Mr. Bleasdale
Mr. Sullivan Mr. Grinnell Mr. Lowry
Mr. Mayer Mr. Neuhauser
Mr. Moody
The following table sets forth certain information about the Board of
Trustees:
<TABLE>
Shares
Beneficially
Owned and
Percent of
Fund at
Name Trustee March 2,
(Age) since Principal Occupation (1) and Directorships 1998 (2)
<S> <C> <C> <C>
Robert J. Birnbaum Retired (formerly Special Counsel, Dechert -0-
(70) 1995 Price & Rhoads--law). Director or Trustee:
Colonial Funds, Liberty All-Star Equity Fund,
Liberty All Star Growth Fund, Inc., The
Emerging Germany Fund.
Tom Bleasdale Retired (formerly Chairman of the Board and -0-
(67) 1989 Chief Executive Officer, Shore Bank & Trust
Company--banking). Director or Trustee:
Colonial Funds, Empire Company Limited.
Lora S. Collins Attorney (law) (formerly Attorney, with -0-
(62) 1992 Kramer, Levin, Naftalis & Frankel--law).
Trustee: Colonial Funds.
</TABLE>
3
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<TABLE>
<S> <C> <C> <C>
James E. Grinnell Private Investor. Director or Trustee:
(68) 1995 Colonial Funds, Liberty All-Star Equity Fund,
Liberty All-Star Growth Fund, Inc. -0-
Richard W. Lowry Private Investor. Director or Trustee:
(61) 1995 Colonial Funds, Liberty All-Star Equity Fund,
Liberty All-Star Growth Fund, Inc. -0-
William E. Mayer* Partner, Development Capital LLC
(57) 1994 (investments) (formerly Dean of the College
of Business and Management, University of
Maryland--higher education; Dean of the Simon
Graduate School of Business, University of
Rochester--higher education). Director or
Trustee: Colonial Funds, Hambrecht & Quist
Incorporated, Chart House Enterprises, Johns
Manville. -0-
James L. Moody, Jr. Retired (formerly Chairman of the Board,
(66) 1989 Chief Executive Officer and Director,
Hannaford Bros. Co.-food distributor).
Director or Trustee: Colonial Funds,
Penobscot Shoe Co., UNUM Corporation, IDEXX
Laboratories, Staples, Inc., Empire Company
Limited. -0-
John J. Neuhauser Dean of the School of Management, Boston
(55) 1992 College (higher education). Director or
Trustee: Colonial Funds, Hyde Athletic
Industries, Inc. -0-
Robert L. Sullivan Retired Partner, Peat Marwick Main & Co.
(70) 1989 (management consulting) (formerly
self-employed Management Consultant).
Trustee: Colonial Funds. -0-
</TABLE>
* Mr. Mayer is an "interested person," as defined by the Investment Company
Act of 1940 (1940 Act) because of his affiliation with
Hambrecht & Quist Incorporated (a registered broker-dealer).
(1) Except as otherwise noted, each individual has held the office indicated or
other offices in the same company for the last five years.
(2) On March 2, 1998, the Trustees and officers of the Fund as a group
beneficially owned less than 1% of the then outstanding shares of the Fund.
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In this Proxy Statement, "Colonial Funds" means Colonial Trust I,
Colonial Trust II, Colonial Trust III, Colonial Trust IV, Colonial Trust V,
Colonial Trust VI, Colonial Trust VII, LFC Utilities Trust, Colonial High Income
Municipal Trust, Colonial InterMarket Income Trust I, Colonial Intermediate High
Income Fund, Colonial Investment Grade Municipal Trust and Colonial Municipal
Income Trust.
The following table sets forth certain information about the executive
officers of the Fund:
<TABLE>
Shares
Beneficially
Owned and
Percent of
Executive Fund at
Name Officer March 2,
(Age) Since Office with Fund; Principal Occupation (3) 1998 (4)
<S> <C> <C> <C>
Harold W. Cogger President of the Fund and of the Colonial -0-
(62) 1993 Funds since March, 1996 (formerly Vice President
from July, 1993 to March, 1996); Chairman of the
Board since March, 1996 and Director since March,
1984 of the Adviser (formerly President from
July, 1993 to December, 1996, Chief Executive
Officer from March, 1995 to December, 1996 and
Executive Vice President from October, 1989 to
July, 1993); Director since October, 1991 and
Chairman of the Board since March, 1996 of The
Colonial Group, Inc. (TCG) (formerly President
from October, 1994 to December, 1996 and Chief
Executive Officer from March, 1995 to December,
1996); Executive Vice President and Director
since March, 1995 of Liberty Financial Companies,
Inc. (Liberty Financial). Director or Trustee:
Liberty All-Star Equity Fund, Liberty All-Star
Growth Fund, Inc., Stein Roe & Farnham
Incorporated.
5
<PAGE>
Davey S. Scoon Vice President of the Fund and of the Colonial -0-
(51) 1993 Funds since June, 1993 (formerly Treasurer from
March, 1985 to June, 1993); Executive Vice
President since July, 1993 and Director since
March, 1985 of the Adviser (formerly Senior Vice
President and Treasurer from March, 1985 to July,
1993); Executive Vice President and Chief
Operating Officer since March, 1995 of TCG
(formerly Vice President - Finance and
Administration and Treasurer from November, 1985
to March, 1995).
Timothy J. Jacoby Treasurer and Chief Financial Officer of the Fund -0-
(45) 1996 and of the Colonial Funds since October, 1996;
(formerly Controller and Chief Accounting Officer
from October, 1997 to February, 1998); Senior
Vice President since September, 1996 of the
Adviser; (formerly Senior Vice President,
Fidelity Accounting and Custody Services from
September, 1993 to September, 1996 and Assistant
Treasurer from August, 1990 to September, 1993 to
the Fidelity Group of Funds).
J. Kevin Connaughton Controller and Chief Accounting Officer of the -0-
(33) 1998 Fund and of the Colonial Funds since February,
1998; Vice President since February, 1998 of the
Adviser (formerly Senior Tax Manager, Coopers &
Lybrand, LLP from April, 1996 to January, 1998;
Vice President, 440 Financial Group/First Data
Investor Services Group from March, 1994 to
April, 1996; Vice President, The Boston Company
(subsidiary of Mellon Bank) from December, 1993
to March, 1994; Assistant Vice President and Tax
Manager, Mellon Bank from March, 1992 to
December, 1993).
Nancy L. Conlin Assistant Secretary of the Fund and of the -0-
(44) 1994 Colonial Funds since July, 1994 (formerly
Partner, Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.).
</TABLE>
(3) Except as otherwise noted, each individual has held the office indicated
or other offices in the same company for the last five years.
(4) On March 2, 1998, the Trustees and officers of the Fund as a group
beneficially owned less than 1% of the outstanding shares of the Fund.
6
<PAGE>
Trustees' Compensation, Meetings and Committees
The members of the Board of Trustees received the following
compensation from the Fund for the fiscal year ended December 31, 1997 and from
the Colonial Funds Complex for the calendar year ended December 31, 1997, for
serving as Trustees(5):
Total Compensation
Aggregate From Fund And
Compensation Fund Complex Paid To
From Fund For The The Trustees For The
Fiscal Year Ended Calendar Year Ended
Trustee December 31, 1997 December 31, 1997(6)
- ------- ----------------- --------------------
Robert J. Birnbaum $1,713 $ 93,949
Tom Bleasdale 1,941(7) 106,432(8)
Lora S. Collins 1,710 93,949
James E. Grinnell 1,809(9) 94,698(10)
William D. Ireland, Jr. 1,853 101,445
Richard W. Lowry 1,725 94,698
William E. Mayer 1,640 89,949
James L. Moody, Jr. 1,797(11) 98,447(12)
John J. Neuhauser 1,731 94,948
George L. Shinn 1,887 103,443
Robert L. Sullivan 1,823 99,945
Sinclair Weeks, Jr. 1,855 101,445
(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 $1,049 payable in later years as deferred compensation.
(8) Includes $57,454 payable in later years as deferred compensation.
(9) Includes $85 payable in later years as deferred compensation.
(10) Includes $4,797 payable in later years as deferred compensation.
(11) Total compensation of $1,797 for the fiscal year ended December 31,
1997 will be payable in later years as deferred compensation.
(12) Total compensation of $98,447 for the calendar year ended December 31,
1997 will be payable in later years as deferred compensation.
7
<PAGE>
The following table sets forth the amount of compensation paid to
Messrs. Birnbaum, Grinnell and Lowry in their capacities as Trustees or
Directors of the Liberty All-Star Equity Fund and of the Liberty All-Star Growth
Fund, Inc. (together, Liberty Funds) for service during the calendar year ended
December 31, 1997:
Total Compensation From Liberty
Funds For The Calendar Year
Trustee Ended December 31, 1997 (13)
- ------- ----------------------------
Robert J. Birnbaum $26,800
James E. Grinnell 26,800
Richard W. Lowry 26,800
(13) The Liberty Funds are advised by Liberty Asset Management Company
(LAMCO). LAMCO is an indirect wholly-owned subsidiary of Liberty
Financial (an intermediate parent of the Adviser).
During the Fund's fiscal year ended December 31, 1997, the Board of
Trustees held six meetings.
The Audit Committee of the Colonial Funds, consisting of Messrs.
Bleasdale, Lowry, Moody, Shinn, Sullivan and Weeks, met three times during the
Fund's fiscal year ended December 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 the internal
accounting procedures and controls, and considers the independence of the
independent accountants, the range of their audit services and their fees.
The Compensation Committee of the Colonial Funds, consisting of Ms.
Collins and Messrs. Grinnell, Neuhauser and Sullivan, met three times during the
Fund's fiscal year ended December 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 December 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.
8
<PAGE>
During the Fund's fiscal year ended December 31, 1997, each of the
current Trustees, attended more than 75% of the meetings of the Board of
Trustees and the committees of which such Trustee is a member.
If any of the nominees listed above becomes unavailable for election,
the enclosed proxy will be voted for a substitute candidate in the discretion of
the proxy holder(s).
Required Vote
A plurality of the votes cast at the Meeting, if a quorum is
represented, is required for the election of each Trustee.
Description of the Adviser
The Adviser is a wholly-owned subsidiary of The Colonial Group, Inc.,
which in turn is a wholly-owned subsidiary of Liberty Financial. Liberty
Financial is an indirect majority-owned subsidiary of Liberty Mutual Insurance
Company (Liberty Mutual). Liberty Financial is a diversified and integrated
asset management organization which provides insurance and investment products
to individuals and institutions. Its principal executive offices are located at
600 Atlantic Avenue, 24th Floor, Boston, Massachusetts 02210. Liberty Mutual is
an underwriter of workers' compensation insurance and a Massachusetts-chartered
mutual property and casualty insurance company. The principal business
activities of Liberty Mutual's subsidiaries other than Liberty Financial are
property-casualty insurance, insurance services and life insurance (including
group life and health insurance products) marketed through its own sales force.
Its principal executive offices are located at 175 Berkeley Street, Boston,
Massachusetts 02117. Liberty Mutual is deemed to be the controlling entity of
the Adviser and its affiliates.
2. Ratification of Independent Accountants.
Price Waterhouse LLP was selected as independent accountants for the
Fund for the Fund's fiscal year ending December 31, 1998 by unanimous vote of
the Trustees, subject to ratification or rejection by the shareholders. Neither
Price Waterhouse LLP nor any of its partners has any direct or material indirect
financial interest in the Fund. A representative of Price Waterhouse LLP will be
available at the Meeting, if requested by a shareholder in writing at least five
days before the Meeting, to respond to appropriate questions and make a
statement (if the representative desires).
Required Vote
Ratification requires the affirmative vote of a majority of the shares
of the Fund voted at the Meeting.
9
<PAGE>
3. Other Matters and Discretion of Attorneys Named in the Proxy
As of the date of this Proxy Statement, only the business mentioned in
Items 1 and 2 of the Notice of the Meeting is contemplated to be presented. If
any procedural or other matters properly come before the Meeting, the enclosed
proxy shall be voted in accordance with the best judgment of the proxy
holder(s).
The Meeting is to be held at the same time as meetings of the
shareholders of Colonial InterMarket Income Trust I and Colonial Investment
Grade Municipal Trust. It is anticipated that the meetings will be held
simultaneously. In the event that any Fund shareholder at the Meeting objects to
the holding of a simultaneous 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 May 27, 1998,
the persons named as proxies may propose one or more adjournments of the Meeting
for a period or periods of not more than ninety days in the aggregate and
further solicitation of proxies may be made. Any such adjournment may be
effected by a majority of the votes properly cast in person or by proxy on the
question at the session of the Meeting to be adjourned. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the Items set forth in the Notice of the Meeting.
They will vote against any such adjournment those proxies required to be voted
against any of such Items.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(f) of the 1940 Act, as amended, require the Fund's Board of Trustees
and executive officers, persons who own more than ten percent of the Fund's
equity securities (Section 16 reporting persons), the Fund's investment adviser
and affiliated persons of the Fund's investment adviser to file with the
Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of the Fund's shares and to furnish the Fund
with copies of all Section 16(a) forms they file. Based solely upon a review of
copies of such reports furnished to the Fund and on representations that no
other reports were required during the fiscal year ended December 31, 1997, the
Section 16 reporting persons complied with all Section 16(a) filings applicable
to them.
10
<PAGE>
Date for Receipt of Shareholder Proposals
Proposals of shareholders which are intended to be considered for
inclusion in the Fund's proxy statement relating to the 1999 Annual Meeting of
Shareholders of the Fund must be received by the Fund at One Financial Center,
Boston, Massachusetts, 02111 on or before December 16, 1998.
Shareholders are urged to vote, sign and mail their proxies immediately.
11
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[THIS PAGE INTENTIONALLY LEFT BLANK.]
12
<PAGE>
COLONIAL HIGH INCOME MUNICIPAL TRUST
This Proxy is Solicited on Behalf of the Board of Trustees
PROXY
The undersigned shareholder hereby appoints William J. Ballou, Harold
W. Cogger and Nancy L. Conlin, each of them proxies of the undersigned, with
power of substitution, to vote at the Annual Meeting of Shareholders of Colonial
High Income Municipal Trust (the "Trust"), to be held in Boston, Massachusetts,
on Wednesday, May 27, 1998 and at any adjournments, as follows on the reverse
side of this card.
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 herein
and, absent direction, will be voted FOR Items 1 and 2 below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. ELECTION OF THREE TRUSTEES. (Item 1 of the Notice)
Tom Bleasdale Richard W. Lowry John J. Neuhauser
/ / FOR / / WITHHOLD / / FOR ALL EXCEPT
Instruction: To withhold authority to vote for any individual nominee, mark the
"For All Except" box and strike a line through that nominee's name in the list
above.
2. PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS.
(Item 2 of the Notice)
/ / FOR / / AGAINST / / WITHHOLD
<PAGE>
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Please sign exactly as name or names appear hereon.
Joint owners should each sign personally. 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------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
