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, 1996
Dear 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 Friday, May 31, 1996, at 10:00
a.m. Eastern time, to:
1. Elect four 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 26, 1996
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-85/074C-0496
PROXY STATEMENT
General Information
April 26, 1996
The enclosed proxy, which was first mailed on April 26, 1996, 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 4, 1996, the Fund had
outstanding 11,509,000 shares of beneficial interest. Shareholders of record at
the close of business on March 4, 1996 will have one vote for each share held.
As of March 4, 1996, The Depository Trust Company (Cede & Co.), 7 Hanover
Square, New York, New York 10004 owned of record 76.21% 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 1-800-248-2828.
1. Election of Four Trustees.
Ms. Collins and Messrs. Birnbaum, Grinnell and Ireland (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. The Board of Trustees consists of Ms. Collins and Messrs.
Birnbaum, Bleasdale, Grinnell, Ireland, Lowry, Mayer, Moody,
Neuhauser, Shinn, Sullivan and Weeks. 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
below under "1999" are elected at the Meeting):
1997 1998 1999
- ---- ---- ----
Mr. Bleasdale Mr. Lowry Ms. Collins
Mr. Mayer Mr. Shinn Mr. Birnbaum
Mr. Moody Mr. Sullivan Mr. Grinnell
Mr. Neuhauser Mr. Weeks Mr. Ireland
The following table sets forth certain information about the Trustees:
Shares
Beneficially
Owned and
Percent of
Fund at
March 4,
Name Trustee Principal Occupation(1) and 1996 (2)
(Age) Since Directorships
Robert J. Birnbaum Retired (formerly Special Counsel, Dechert ----
(68) 1995 Price & Rhoads). Director or Trustee:
Colonial Funds, Liberty All-Star Equity
Fund and Liberty All-Star Growth Fund, Inc.
(formerly The Charles Allmon Trust, Inc.).
Tom Bleasdale Retired (formerly Chairman of the Board and ----
(65) 1989 Chief Executive Officer, Shore Bank & Trust
Co.). Director or Trustee: Colonial Funds,
Stok, Inc. and The Empire Company.
Lora S. Collins Attorney, Kramer, Levin, Naftalis, Nessen, ----
(60) 1992 Kamin & Frankel (law). Trustee: Colonial
Funds.
James E. Grinnell Private Investor. Director or Trustee: ----
(66) 1995 Colonial Funds, Liberty All-Star Equity
Fund and Liberty All-Star Growth Fund, Inc.
(formerly The Charles Allmon Trust, Inc.).
William D. Ireland, Jr.Retired (formerly Chairman of the Board, ----
(72) 1992 Bank of New England--Worcester). Trustee:
Colonial Funds.
Richard W. Lowry Private Investor. Director or Trustee:
(59) 1995 Colonial Funds, Liberty All-Star Equity ----
Fund and Liberty All-Star Growth Fund, Inc.
(formerly The Charles Allmon Trust, Inc.).
William E. Mayer* Dean of the College of Business and
(55) 1994 Management, University of Maryland ----
(formerly Dean of the Simon Graduate School
of Business, University of Rochester).
Director or Trustee: Colonial Funds,
Hambrecht & Quist Incorporated, American
Medical Inc., Chart House Enterprises and
Riverwood International Corp.
James L. Moody, Jr. Chairman of the Board, Hannaford Bros. Co. ----
(64) 1992 (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 and
IDEXX Laboratories.
John J. Neuhauser Dean of the School of Management, Boston ----
(52) 1992 College. Director or Trustee: Colonial
Funds and Hyde Athletic Industries, Inc.
George L. Shinn Financial Consultant (formerly Chairman, ----
(73) 1992 Chief Executive Officer and Consultant, The
First Boston Corporation). Director or
Trustee: Colonial Funds, The New York
Times Co. and Phelps Dodge Corp.
Robert L. Sullivan Self-employed. Trustee: Colonial Funds. ----
(68) 1989
Sinclair Weeks,Jr. Chairman of the Board, Reed & Barton ----
(72) 1989 Corporation. Director or Trustee:
Colonial Funds, Commonwealth Energy Systems.
* 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 registererd 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 4, 1996, 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, "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:
Name
(Age) Executive Officer Since Office with Fund; Principal Occupation (3)
Harold W. Cogger President of the Fund (formerly
(60) 1993 Vice President of the Fund);
Chairman of the Board, President,
Chief Executive Officer and
Director of The Colonial Group,
Inc. (TCG) and the Adviser
(formerly Executive Vice President
of the Adviser); Director and
Executive Vice President of
Liberty Financial Companies, Inc.
(Liberty Financial); President of
Colonial Funds (formerly Vice
President); Director or Trustee of
Liberty All-Star Growth Fund, Inc.
(formerly The Charles Allmon
Trust, Inc.) and Liberty All-Star
Equity Fund.
Davey S. Scoon Vice President of the Fund
(49) 1993 (formerly 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
(49) 1993 Officer of the Fund (formerly
Controller); Senior Vice President,
Director,Treasurer and Chief Financial
Officer of the Adviser (formerly Assistant
Treasurer); 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
(42) 1993 Assistant 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
The members of the Board of Trustees received the following compensation
from the Fund for the fiscal year ended December 31, 1995, and from the Colonial
Funds complex for the calendar year ended December 31, 1995, for serving as
Trustees:
Aggregate Total Compensation From
Compensation Fund and Fund Complex
From Fund for Paid To The Trustees
Fiscal Year Ended For Calendar Year Ended
Trustee December 31, 1995 December 31, 1995(4)
- ------- ----------------- --------------------
Robert J. Birnbaum (5) $1,209 $ 71,250
Tom Bleasdale 1,433(6) 98,000 (7)
Lora S. Collins 1,214 91,000
James E. Grinnell(5) 1,206 71,250
William D. Ireland, Jr. 1,656 113,000
Richard W. Lowry (5) 1,210 71,250
William E. Mayer 1,330 91,000
James L. Moody, Jr. 1,390(8) 94,500 (9)
John J. Neuhauser 1,330 91,000
George L. Shinn 1,507 102,500
Robert L. Sullivan 1,471 101,000
Sinclair Weeks, Jr. 1,638 112,000
(4) At December 31, 1995, the Colonial Funds complex consisted of 33 open-end
and 5 closed-end management investment company portfolios.
(5) Elected as a Trustee of the Colonial Funds complex on April
21, 1995.
(6) Includes $712 payable in later years as deferred
compensation.
(7) Includes $49,000 payable in later years as deferred
compensation.
(8) Includes $1,390 payable in later years as deferred
compensation.
(9) Total compensation of $94,500 for the calendar year ended December 31,
1995 will be payable in later years as 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 Liberty All-Star Growth Fund, Inc. (formerly
known as The Charles Allmon Trust, Inc.) (together, Liberty Funds I) for service
during the calendar year ended December 31, 1995, and of Liberty Financial Trust
(now known as Colonial Trust VII) and LFC Utilities Trust (together, Liberty
Funds II) for the period January 1, 1995 through March 26, 1995 (10):
Total Compensation Total Compensation
From Liberty Funds II From Liberty Funds
For The Period January I For The Calendar
Trustee 1, 1995 through March Year Ended
26, 1995 December 31, 1995
-------- -----------------
(11)
Robert J. Birnbaum $2,900 $16,675
James E. Grinnell 2,900 22,900
Richard W. Lowry 2,900 26,250 (12)
(10) On March 27, 1995, four of the portfolios in the Liberty Financial Trust
(now known as Colonial Trust VII) were merged into existing Colonial
funds and a fifth was reorganized into a new portfolio of Colonial Trust
III. Prior to their election as Trustees of the Colonial Funds, Messrs.
Birnbaum, Grinnell and Lowry served as Trustees of Liberty Funds II; they
continue to serve as Trustees or Directors of Liberty Funds I.
(11) At December 31, 1995, the Liberty Funds I were advised by Liberty Asset
Management Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary
of Liberty Financial (an intermediate parent of the Adviser).
(12) Includes $3,500 paid to Mr. Lowry for service as Trustee of Liberty
Newport World Portfolio (formerly known as Liberty All-Star World
Portfolio) (Liberty Newport) during the calendar year ended December 31,
1995. At December 31, 1995, Liberty Newport was managed by Newport
Pacific Management, Inc. and Stein Roe & Farnham Incorporated, each an
affiliate of the Adviser.
During the Fund's fiscal year ended December 31, 1995, the Board of
Trustees held six meetings.
The Audit Committee of the Colonial Funds, consisting of Messrs. Bleasdale,
Ireland, Moody, Shinn, Sullivan and Weeks, met twice during the Fund's fiscal
year ended December 31, 1995. 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
Fund's fiscal year ended December 31, 1995. The Committee reviews
compensation of the Board of Trustees.
The Nominating Committee of the Colonial Funds, consisting of Messrs.
Bleasdale, Ireland, Moody and Weeks, did not meet during the Fund's fiscal year
ended December 31, 1995. 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 Fund's fiscal year ended December 31, 1995, 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, except that Messrs. Birnbaum,
Grinnell and Lowry attended more than 75% of the meetings of the Board of
Trustees and committees since they were elected as Trustees on April 21, 1995.
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).
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
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.
Liberty Financial's 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 fiscal year ending December 31, 1996, 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.
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 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, 1996,
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 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, 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 filings that were so furnished to
the Fund, the Fund believes that Liberty Mutual and its affiliates, which
include Liberty Financial, the Adviser and TCG, filed a late Form 3 (Initial
Statement of Beneficial Ownership), on which they reported that the Adviser held
14,223.213 shares of the Fund as of March 24, 1995.
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 1997 Annual Meeting of
Shareholders of the Fund must be received by the Fund at One Financial Center,
Boston, Massachusetts 02111 on or
before December 26, 1996.
Shareholders are urged to vote, sign and mail their proxies immediately.
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COLONIAL INVESTMENT GRADE MUNICIPAL TRUST
Proxy
This Proxy is Solicited on Behalf of the Trustees.
The undersigned shareholder hereby appoints Michael H. Koonce, Nancy L.
Conlin, Harold W. Cogger. 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 Friday, May 31, 1996, and at any adjournments, as follows on
the 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 FOUR TRUSTEES. (Item 1 of the Notice)
Nominees: Robert J. Birnbaum, Lora S. Collins,
James E. Grinnell William D. Ireland, Jr.
FOR WITHHELD
--- ---
--- ---
---
--------------------------------------
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: