COLONIAL INVESTMENT GRADE MUNICIPAL TRUST
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 31, 1995
Dear Fellow Shareholder:
The Annual Meeting of Shareholders (Meeting) of Colonial
Investment Grade Municipal Trust (Fund) will be held at the offices of
Colonial Management Associates, Inc. (Adviser), One Financial Center,
Boston, Massachusetts, on Wednesday, May 31, 1995, at 10:00 a.m.
Eastern time, to:
1. Elect six Trustees;
2. Ratify or reject the selection of independent accountants;
and
3. Transact such other business as may properly come before
the Meeting or any adjournment thereof.
By order of the Trustees,
Arthur O. Stern,
Secretary
April 21, 1995
NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES
YOU OWN. IF A QUORUM IS NOT PRESENT AT THE MEETING, ADDITIONAL
EXPENSES WILL BE INCURRED TO SOLICIT ADDITIONAL PROXIES. TO AVOID
THESE COSTS TO YOUR FUND, PLEASE VOTE, SIGN AND RETURN YOUR PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE IMMEDIATELY.
IG-85/859A-0495
PROXY STATEMENT
General Information
April 21, 1995
The enclosed proxy, which was first mailed on April 21, 1995, is
solicited by the Trustees for use at the Meeting. All properly
executed proxies received in time for the Meeting will be voted as
specified in the proxy or, if no specification is made, in favor of
each proposal referred to in the Proxy Statement. The proxy may be
revoked prior to its exercise by a later dated proxy, by written
revocation received by the Secretary or by voting in person.
Solicitation may be made by mail, telephone, telegraph, telecopy and
personal interviews. Authorization to execute proxies may be obtained
by telephonically or electronically transmitted instructions. The
cost of solicitation will be paid by the Fund.
Holders of a majority of the shares outstanding and entitled to
vote constitute a quorum and must be present in person or represented
by proxy for business to be transacted at the Meeting. On
March 6, 1995, the Fund had outstanding 11,509,000 shares of beneficial
interest. Shareholders of record at the close of business on
March 6, 1995 will have one vote for each share held. As of March 6, 1995,
Cede & Co., c/o Depository Trust Company, 7 Hanover Square, New York,
New York 10004 owned of record 73.42% of the Fund's outstanding
shares.
Votes cast by proxy or in person will be counted by persons
appointed by the Fund to act as election tellers for the Meeting. The
tellers will count the total number of votes cast "for" approval of
the proposals for purposes of determining whether sufficient
affirmative votes have been cast. Where a shareholder withholds
authority or abstains, or the proxy reflects a "broker non-vote"
(i.e., shares held by brokers or nominees as to which (i) instructions
have not been received from the beneficial owners or persons entitled
to vote and (ii) the broker or nominee does not have the discretionary
voting power on a particular matter), the shares will be counted as
present and entitled to vote on the matter for purposes of determining
the presence of a quorum. With respect to the election of Trustees
and ratification of independent accountants, withheld authority,
abstentions and broker non-votes have no effect on the outcome of the
voting.
Further information concerning the Fund is contained in its most
recent Annual Report to shareholders, which is obtainable free of
charge by writing the Adviser at One Financial Center, Boston, MA
02111 or by calling 1-800-248-2828.
1. Election of Six Trustees.
Messrs. Birnbaum, Grinnell, Lowry, Shinn, Sullivan and Weeks (who
have each agreed to serve) are proposed for election as Trustees of
the Fund, each to serve for three years or until a successor is
elected. Messrs. Shinn, Sullivan and Weeks currently serve as
Trustees. Messrs. Birnbaum, Grinnell and Lowry are proposed to be
added to the Board. The election of each of Messrs. Birnbaum,
Grinnell and Lowry is conditioned on their nomination by the current
Trustees at a meeting scheduled for today. The Board of Trustees
currently consists of Ms. Collins and Messrs. Bleasdale, Ireland,
Mayer, McNeice, Moody, Neuhauser, Shinn, Sullivan and Weeks. The
Board currently is divided into the following three classes, each with
a three year term expiring in the years indicated (assuming the
persons listed above, other than Messrs. Birnbaum, Grinnell and Lowry,
are elected at the Meeting):
1996 1997 1998
Ms. Collins Mr.Bleasdale Mr. Shinn
Mr. Ireland Mr. Mayer Mr. Sullivan
Mr.McNeice Mr. Moody Mr. Weeks
Mr. Neuhauser
The years in which Messrs. Birnbaum's, Grinnell's and Lowry's
terms will expire will be determined by the current Trustees at their
April meeting.
The following table sets forth certain information about the
current Trustees and about Messrs. Birnbaum, Grinnell and Lowry:
Shares
Beneficially
Owned and Percent
Nominee Name Principal Occupation(1) and of Fund at
(Age) Directorships March 6, 1995 (2)
Trustee Since
Robert J. Birnbaum Trustee (since January, 1994); ----
(67) ---- Special Counsel, Dechert Price
& Rhoads (September, 1988 to
December, 1993); President and
Chief Operating Officer, New
York Stock Exchange (May, 1985
to June, 1988); Trustee:
Liberty All-Star Equity Fund,
The Charles Allmon Trust, Inc.,
LFC Utilites Trust and Colonial
Trust VII (formerly Liberty
Financial Trust).
Tom Bleasdale Trustee (formerly Chairman of ----
(64) 1989 the Board and Chief Executive
Officer, Shore Bank & Trust
Co.). Director or Trustee:
Colonial Funds, Stok, Inc.
Lora S. Collins Attorney, Kramer, Levin, ----
(59) 1992 Naftalis, Nessen, Kamin &
Frankel (law). Trustee:
Colonial Funds.
James E. Grinnell Private Investor (since ----
(65) ---- November, 1988); Senior Vice
President-Operations, The
Rockport Company, importer and
distributor of shoes (May, 1986
to November, 1988); Trustee:
Liberty All-Star Equity Fund,
The Charles Allmon Trust, Inc.,
LFC Utilites Trust and Colonial
Trust VII (formerly Liberty
Financial Trust).
William D. Ireland, Jr. Trustee (formerly Chairman of ----
(71) 1992 the Board, Bank of New England-
-Worcester). Trustee: Colonial
Funds.
Richard W. Lowry Private Investor (August, 1987 ----
(58) ---- to present); Chairman and Chief
Executive Officer, U.S. Plywood
Corporation, manufacturer and
distributor of wood products
(August, 1985 to August, 1987);
Trustee: Liberty All-Star
Equity Fund, The Charles Allmon
Trust, Inc., LFC Utilites Trust
and Colonial Trust VII
(formerly Liberty Financial
Trust).
William E. Mayer Dean of the College of Business ----
(54) 1994 and Management, University of
Maryland (formerly Dean of the
Simon Graduate School of
Business, University of
Rochester; Chairman and Chief
Executive Officer, C.S. First
Boston Merchant Bank; and
President and Chief Executive
Officer, The First Boston
Corporation). Director or
Trustee: Colonial Funds,
American Medical Inc.; Chart
House Enterprises; Riverwood
International Corp.
John A. McNeice, Jr.* Chairman of the Board and ----
(62) 1989 Director of The Colonial Group,
Inc. (formerly Chief Executive
Officer, TCG); Chairman of the
Board, Chief Executive Officer
and Director of the Adviser.
Director or Trustee: Colonial
Funds; Liberty Financial
Companies, Inc. (Liberty
Financial).
James L. Moody, Jr. Chairman of the Board, ----
(63) 1992 Hannaford Bros. Co. (food
distributor) (formerly Chief
Executive Officer, Hannaford
Bros. Co.). Director or
Trustee: Colonial Funds,
Penobscot Shoe Co., Sobeys
Inc., Hills Stores Company,
Inc., UNUM Corporation, IDEXX
Laboratories.
John J. Neuhauser Dean of the School of ----
(51) 1992 Management, Boston College.
Director or Trustee: Colonial
Funds, Hyde Athletic
Industries, Inc.
George L. Shinn Financial Consultant (formerly ----
(72) 1992 Chairman, Chief Executive
Officer and Consultant, The
First Boston Corporation).
Trustee or Director: Colonial
Funds, The New York Times Co.,
Phelps Dodge Corp.
Robert L. Sullivan Management Consultant. Trustee: ----
(67) 1989 Colonial Funds.
Sinclair Weeks, Jr. Chairman of the Board, Reed & ----
(71) 1989 Barton Corporation. Director
or Trustee: Colonial Funds,
Commonwealth Energy Systems.
* Mr. McNeice is an "interested person" as defined by the
Investment Company Act of 1940 (1940 Act), because of his
affiliation with TCG and the Adviser.
(1) Except as otherwise noted, each individual has held the
office indicated or other offices in the same company for
the last five years.
(2) On March 6, 1995, the Trustees and officers of the Fund
beneficially owned less than 1% of the then outstanding
shares of the Fund.
In this Proxy Statement, "Colonial Funds" means Colonial Trust I,
Colonial Trust II, Colonial Trust III, Colonial Trust IV, Colonial
Trust V, Colonial Trust VI, Colonial Trust VII, Colonial High Income
Municipal Trust, Colonial InterMarket Income Trust I, Colonial
Intermediate High Income Fund, Colonial Investment Grade Municipal
Trust and Colonial Municipal Income Trust.
The following table sets forth certain information about the
executive officers of the Fund:
Name
(Age) Executive Office with Fund; Principal Occupation (3)
Officer Since
John A. McNeice, Jr. President and Trustee of the Fund; Chairman
(62) 1989 of the Board and Director of the Adviser
(formerly Chief Executive Officer);
Chairman of the Board and Director of TCG
(formerly Chief Executive Officer);
Director of Liberty Financial; President
and Trustee of Colonial Funds.
Harold W. Cogger Vice President of the Fund; President,
(59) 1993 Chief Executive Officer and Director of the
Adviser (formerly Executive Vice
President); President, Chief Executive
Officer and Director of TCG; Director and
Executive Vice President of Liberty
Financial; Vice President of Colonial
Funds.
Davey S. Scoon Vice President of the Fund (formerly
(48) 1993 Treasurer); Executive Vice President and
Director of the Adviser (formerly Senior
Vice President and Treasurer); Executive
Vice President and Chief Operating Officer
of TCG (formerly Vice President - Finance
and Administration and Treasurer); Vice
President of Colonial Funds (formerly
Treasurer).
Richard A. Silver Treasurer and Chief Financial Officer of
(48) 1993 the Fund (formerly Controller); Senior Vice
President, Director, Treasurer and Chief
Financial Officer of the Adviser; Treasurer
and Chief Financial Officer of TCG
(formerly Assistant Treasurer); Treasurer
and Chief Financial Officer of Colonial
Funds (formerly Controller).
Peter L. Lydecker Controller of the Fund (formerly Assistant
(41) 1993 Controller); Vice President of the Adviser
(formerly Assistant Vice President);
Controller of Colonial Funds (formerly
Assistant Controller).
(3) Except as otherwise noted, each individual has held the
office indicated or other offices in the same company for
the last five years.
Trustees' Compensation, Meetings and Committees
During the fiscal year ended December 31, 1994, the Board
held eight meetings. The current Trustees received the following
compensation from the Fund for the fiscal year ended December 31, 1994
and from the Colonial Funds for the calendar year ended December 31, 1994,
for serving as Trustees:
Total
Aggregate Pension or Compensation
Compensation Retirement Estimated From Fund and
From Fund Benefits Annual Other Colonial
for the Accrued As Benefits Funds for the
fiscal year Part Of Upon calendar year
Trustee ended 12/31/94 Fund Expense Retirement ended 12/31/94(b)
Tom Bleasdale $1,546(a) $0 $0 $101,000(c)
Lora S. Collins 1,455 0 0 95,000
William D. Ireland, Jr. 1,683 0 0 110,000
William E. Mayer 1,375 0 0 89,752
John A. McNeice, Jr. 0 0 0 0
James L. Moody, Jr. 1,684 0 0 109,000
John J. Neuhauser 1,456 0 0 95,000
George L. Shinn 1,716 0 0 112,000
Robert L. Sullivan 1,617 0 0 104,561
Sinclair Weeks, Jr. 1,775 0 0 116,000
(a) Included $747 payable as deferred compensation.
(b) At December 31, 1994, The Colonial Funds Complex consisted
of 31 open-end and 5 closed-end management investment
portfolios advised by the Adviser.
(c) Included $49,000 payable as deferred compensation.
The following table sets forth the amount of compensation paid to
Messrs. Birnbaum, Grinnell and Lowry in their capacities as Trustees
of the Liberty All-Star Equity Fund, The Charles Allmon Trust, Inc.,
Liberty Financial Trust (now known as Colonial Trust VII) and LFC
Utilities Trust (together, Liberty Funds) for service during the
calendar year ended December 31, 1994:
Aggregate Pension or Total
Compensation Retirement Estimated Compensation
From Fund Benefits Annual From Liberty
for the Accrued As Benefits Funds for the
fiscal year Part of Upon calendar year
Trustee ended 12/31/94 Fund Expense Retirement ended 12/31/94(d)
Robert J. Birnbaum $0 $0 $0 $ 0
James E. Grinnell 0 0 0 31,032
Richard W. Lowry 0 0 0 31,282
(d) At December 31, 1994, the Liberty Funds consisted of
5 open-end and 2 closed-end management investment company
portfolios, each advised by Stein Roe & Farnham
Incorporated, an indirect wholly-owned subsidiary of
Liberty Financial, an intermediate parent of the Adviser.
On March 27, 1995, four of the portfolio series in the
Liberty Financial Trust (now known as Colonial Trust VII)
were merged into existing Colonial funds and a fifth was
merged into a new portfolio series of Colonial Trust III.
The Audit Committee of the Colonial Funds, consisting of Messrs.
Bleasdale, Ireland, Moody, Shinn, Sullivan and Weeks, met twice during
the fiscal year ended December 31, 1994. The Committee recommends to
the Trustees the independent accountants to serve as auditors, reviews
with the independent accountants the results of the auditing
engagement and internal accounting procedures and controls, and
considers the independence of the independent accountants, the range
of their audit services and their fees.
The Compensation Committee of the Colonial Funds, consisting of
Ms. Collins and Messrs. Neuhauser, Sullivan and Weeks, met once during
the fiscal year ended December 31, 1994. The Committee reviews
compensation of the Trustees.
The Nominating Committee of the Colonial Funds, consisting of
Messrs. Bleasdale, Ireland, Moody and Weeks, met once during the
fiscal year ended December 31, 1994. The Committee in its sole
discretion recommends to the Trustees nominees for Trustee and for
appointments to various committees. The Committee will consider
candidates for Trustee recommended by shareholders. Written
recommendations with supporting information should be directed to the
Committee in care of the Fund.
During the fiscal year ended December 31, 1994, each of the current
Trustees attended more than 75% of the meetings of the Board and the
committees of which such Trustee is a member.
If any of the nominees listed above becomes unavailable for
election, the enclosed proxy may be voted for a substitute candidate
in the discretion of the proxy holder(s). If the condition set forth
on page 3 is not fulfilled, the enclosed proxy will not be voted for
the election of Messrs. Birnbaum, Grinnell and Lowry.
Required Vote
A plurality of the votes cast at the Meeting, if a quorum is
represented, is required for the election of each Trustee.
Description of the Adviser. On March 24, 1995, TCG completed a
merger (Merger) with a subsidiary of Liberty Financial in which TCG
was the surviving company and in which TCG stockholders became
stockholders of Liberty Financial.
John A. McNeice, Jr., who is President and a Trustee of the
Colonial Funds, prior to the Merger held 1,464,000 shares of TCG Class
A Common Stock, representing approximately 20% of the Class A Common
Stock of TCG, and 98,437 shares of TCG Class B Common Stock,
representing approximately 51% of its outstanding Class B Stock, and
was considered to be a controlling person of TCG and of the Adviser.
In connection with the Merger, Mr. McNeice received $22.3 million in
cash and approximately 1,005,300 shares of Liberty Financial common
stock for his shares of TCG. Since the Merger, Mr. McNeice is no
longer a controlling person of the Adviser. The closing price of
Liberty Financial common stock on March 27, 1995 was $28 per share.
The Adviser remains a wholly-owned subsidary of TCG which in turn
is now a wholly-owned subsidiary of Liberty Financial. Liberty
Financial is an indirect subsidiary of Liberty Mutual Insurance
Company (Liberty Mutual). Liberty Financial is a diversified and
integrated asset management organization which provides insurance and
investment products to individuals and institutions. Its principal
executive offices are located at 600 Atlantic Avenue, 24th Floor,
Boston, Massachusetts 02210. Liberty Mutual is a Massachusetts-
chartered mutual property and casualty insurance company with over
$20.6 billion in assets and $3.5 billion in surplus at December 31, 1994.
The principal business activities of Liberty Mutual's subsidiaries other
than Liberty Financial are property-casulty insurance, insurance services
and life insurance (including group life and health insurance products)
marketed through its own sales force. Its principal executive offices are
located at 175 Berkeley Street, Boston, Massachusetts 02117.
2. Ratification of Independent Accountants.
Price Waterhouse LLP was selected as independent accountants for
the Fund for the fiscal year ending December 31, 1995, by unanimous
vote of the Trustees, subject to ratification or rejection by the
shareholders. Neither Price Waterhouse LLP nor any of its partners
has any direct or material indirect financial interest in the Fund.
Price Waterhouse LLP also acts as independent accountants for the
Adviser and affiliated companies. A representative of Price
Waterhouse LLP will be available at the Meeting to respond to
appropriate questions and make a statement (if the representative
desires), if requested by a shareholder in writing at least five days
before the Meeting.
Required Vote
Ratification requires the affirmative vote of a majority of the
shares of the Fund represented at the Meeting.
3. Other Matters and Discretion of Attorneys Named in the Proxy
At this date only the business mentioned in Items 1 and 2 of the
Notice of the Meeting is contemplated to be presented. If any
procedural or other matters properly come before the Meeting, the
enclosed proxy shall be voted in accordance with the best judgment of
the proxy holder(s).
The Meeting is called to be held at the same time as meetings of
the shareholders of Colonial High Income Municipal Trust and Colonial
InterMarket Income Trust I. 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 31, 1995, the persons named as proxies
may propose one or more adjournments of the Meeting for a period or
periods of not more than ninety days in the aggregate and further
solicitation of proxies may be made. Any such adjournment may be
effected by a majority of the votes properly cast in person or by
proxy on the question at the session of the Meeting to be adjourned.
The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the Items
set forth in the Notice of the Meeting. They will vote against any
such adjournment those proxies required to be voted against any of
such Items.
Based upon the Fund's review of Forms 3, 4 and 5 required to be
filed by the Fund's Trustees and certain of its officers, William E.
Mayer, a Trustee of the Fund, filed a late Form 3 (Initial Statement
of Beneficial Ownership), on which he reported that he did not hold
any of the Fund's shares.
Date for Receipt of Shareholder Proposals
Proposals of shareholders which are intended to be considered for
inclusion in the Fund's proxy statement relating to the 1996 Annual
Meeting of Shareholders of the Fund must be received by the Fund at
One Financial Center, Boston, Massachusetts 02111 on or before
December 23, 1995.
Shareholders are urged to vote, sign and mail their proxies
immediately.
[This Page Intentionally Left Blank.]
COLONIAL INVESTMENT GRADE MUNICIPAL TRUST
Proxy This Proxy is Solicited on Behalf of the Trustees.
The undersigned shareholder hereby appoints Michael H. Koonce,
John A. McNeice, Jr. and Arthur O. Stern, and each of them, proxies of
the undersigned, with power of substitution, to vote at the Annual
Meeting of Shareholders of Colonial Investment Grade Municipal Trust,
to be held at Boston, Massachusetts, on Wednesday, May 31, 1995, and
at any adjournments, as follows:
1. ELECTION OF SIX TRUSTEES.
(Item 1 of the Notice)
FOR the nominees listed below WITHHOLD AUTHORITY
(except as marked to to vote for the nominees
the contrary below*) listed below
Robert J. Birnbaum Sinclair Weeks, Jr. James E. Grinnell
Robert L. Sullivan George L. Shinn Richard W. Lowry
*(INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name on the space provided below).
(continued on other side)
(continued from other side)
2. PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS.
(Item 3 of the Notice)
FOR AGAINST ABSTAIN
3. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
This proxy when properly executed will be voted in the manner directed
above and, absent direction, will be voted for Items 1 and 2 listed
above.
Please sign exactly as
name appears 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.
Dated:---------------, 1995
---------------------------
Signature
---------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
