COLONIAL INVESTMENT GRADE MUNICIPAL TRUST
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 30, 1997
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 30, 1997, 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 24, 1997
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-85/558D-0497 1007-PS-97
PROXY STATEMENT
General Information
April 24, 1997
The enclosed proxy, which was first mailed on April 24, 1997, 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 3, 1997, the Fund had
outstanding 11,509,000 shares of beneficial interest. Shareholders of record at
the close of business on March 3, 1997 will have one vote for each share held.
As of March 3, 1997, The Depository Trust Company (Cede & Co.), P.O. Box 20, New
York, New York 10274 owned of record 77.83% 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.
1. Election of Four Trustees.
Messrs. Bleasdale, Mayer, Moody and Neuhauser (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 "2000" are elected at
the Meeting):
1998 1999 2000
- ---- ---- ----
Mr. Lowry Ms. Collins Mr.Bleasdale
Mr. Shinn Mr. Birnbaum Mr. Mayer
Mr. Sullivan Mr. Grinnell Mr. Moody
Mr. Weeks Mr. Ireland Mr. Neuhauser
The following table sets forth certain information about the Board of
Trustees:
Shares
Beneficially
Owned and
Percent of
Fund at
Name March 3,
(Age) Trustee Since Principal Occupation(1) and Directorships 1997 (2)
Robert J. Birnbaum Retired (formerly Special Counsel, Dechert Price & ----
(69) 1995 Rhoads--law). Director or Trustee: Colonial Funds,
Liberty All-Star Equity Fund, Liberty All-Star Growth
Fund, Inc. (formerly known as The Charles Allmon
Trust, Inc.), The Emerging Germany Fund.
Tom Bleasdale Retired (formerly Chairman of the Board and Chief ----
(66) 1989 Executive Officer, Shore Bank & Trust Co.--banking).
Director or Trustee: Colonial Funds, The Empire
Company.
Lora S. Collins Attorney (law) (formerly Attorney, Kramer, Levin, ----
(61) 1992 Naftalis, Nessen, Kamin & Frankel--law). Trustee:
Colonial Funds.
James E. Grinnell Private Investor. Director or Trustee: Colonial ----
(67) 1995 Funds, Liberty All-Star Equity Fund, Liberty All-Star
Growth Fund, Inc. (formerly known as The Charles
Allmon Trust, Inc.).
William D. Ireland, Retired. Trustee: Colonial Funds. ----
Jr.
(73) 1992
Richard W. Lowry Private Investor. Director or Trustee: Colonial ----
(60) 1995 Funds, Liberty All-Star Equity Fund, Liberty All-Star
Growth Fund, Inc. (formerly known as The Charles
Allmon Trust, Inc.).
William E. Mayer* Partner, Development Capital, LLC ----
(56) 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, Schuller Corp.
James L. Moody, Jr. Chairman of the Board and Director, Hannaford Bros. ----
(65) 1992 Co. (food distributor) (formerly Chief Executive
Officer, Hannaford Bros. Co.). Director or Trustee:
Colonial Funds, Penobscot Shoe Co., Sobeys Inc., UNUM
Corporation, IDEXX Laboratories, Staples, Inc.
John J. Neuhauser Dean of the School of Management, Boston College ----
(53) 1992 (higher education). Director or Trustee: Colonial
Funds, Hyde Athletic Industries, Inc.
George L. Shinn Financial Consultant (formerly Chairman, Chief ----
(74) 1992 Executive Officer and Consultant, The First Boston
Corporation--holding company). Director or Trustee:
Colonial Funds, The New York Times Co.
Robert L. Sullivan Retired Partner, Peat Marwick Main & Co. (management ----
(69) 1989 consulting)(formerly self-employed Management
Consultant). Trustee: Colonial Funds.
Sinclair Weeks, Jr. Chairman of the Board, Reed & Barton Corporation ----
(73) 1989 (metal products). Trustee: Colonial Funds
* 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 3, 1997, 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 and of the Colonial
(61) 1993 Funds (formerly Vice President); Chairman
of the Board and Director of The Colonial
Group, Inc. (TCG)(formerly President and
Chief Executive Officer) and the Adviser
(formerly President, Chief Executive
Officer and Executive Vice President);
Director and Executive Vice President of
Liberty Financial Companies, Inc.
(Liberty Financial); Director or Trustee
of Liberty All-Star Growth Fund, Inc.
(formerly known as The Charles Allmon
Trust, Inc.), Liberty All-Star Equity
Fund, Stein Roe & Farnham Incorporated.
Davey S. Scoon Vice President of the Fund and of the
(50) 1993 Colonial Funds (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).
Timothy J. Jacoby Treasurer and Chief Financial Officer of
(44) 1996 the Fund and of the Colonial Funds;
Senior Vice President of the Adviser;
(formerly Senior Vice President, Fidelity
Accounting and Custody Services and
Assistant Treasurer to the Fidelity Group
of Funds--investment management).
Peter L. Lydecker Chief Accounting Officer and Controller
(43) 1993 of the Fund and of the Colonial Funds
(formerly Assistant Controller); Vice
President of the Adviser (formerly
Assistant Vice President).
Arthur O. Stern Secretary of the Fund and of the Colonial
(58) 1989 Funds; Director, Executive Vice
President, General Counsel, Clerk and
Secretary of the Adviser; Executive Vice
President and Clerk of TCG (formerly
Executive Vice President-Legal and
Compliance and Vice President-Legal).
(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, 1996, and from the Colonial
Funds complex for the calendar year ended December 31, 1996, for serving as
Trustees (4):
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, 1996 December 31, 1996(5)
- ------- ----------------- --------------------
[S] [C] [C]
Robert J. Birnbaum $1,107 $ 92,000
Tom Bleasdale 1,232 (6) 104,500 (7)
Lora S. Collins 1,111 92,000
James E. Grinnell 1,123 93,000
William D. Ireland, Jr. 1,315 109,000
Richard W. Lowry 1,152 95,000
William E. Mayer 1,095 91,000
James L. Moody, Jr. 1,271 (8) 106,500 (9)
John J. Neuhauser 1,135 94,500
George L. Shinn 1,259 105,500
Robert L. Sullivan 1,224 102,000
Sinclair Weeks, Jr. 1,329 110,000
(4) The Fund does not currently provide pension or retirement plan benefits
to the Trustees.
(5) At December 31, 1996, the Colonial Funds complex consisted of 37
open-end and 5 closed-end management investment company portfolios.
(6) Includes $509 payable in later years as deferred compensation.
(7) Includes $51,500 payable in later years as deferred compensation.
(8) Total compensation of $1,271 will be payable in later years as deferred
compensation.
(9) Total compensation of $106,500 for the calendar year ended December 31,
1996 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 of the Liberty All-Star Growth Fund, Inc.
(formerly known as The Charles Allmon Trust, Inc.)(together, Liberty Funds) for
service during the calendar year ended December 31, 1996:
Total Compensation
From Liberty Funds For
The Calendar Year Ended
Trustee December 31, 1996 (10)
- ------- ----------------------
[S] [C]
Robert J. Birnbaum $25,000
James E. Grinnell 25,000
Richard W. Lowry 25,000
(10) At December 31, 1996, the Liberty Funds were 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, 1996, the Board of
Trustees held seven meetings.
The Audit Committee of the Colonial Funds, consisting of Messrs.
Bleasdale, Ireland, Lowry, Moody, Shinn, Sullivan and Weeks, met four times
during the Fund's fiscal year ended December 31, 1996. 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 twice during the Fund's fiscal
year ended December 31, 1996. 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, 1996. 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, 1996, 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 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, 1997, 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 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 30, 1997,
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 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 Stephen E. Gibson, a Director and the President and
Chief Executive Officer of the Adviser and TCG, filed a late Form 3 (Initial
Statement of Beneficial Ownership), on which he reported no holdings of the
Fund.
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 1998 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, 1997.
Shareholders are urged to vote, sign and mail their proxies immediately.
[This Page Intentionally Left Blank.]
COLONIAL INVESTMENT GRADE MUNICIPAL TRUST
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 30, 1997, and at any adjournments, as follows on
the reverse side.
P
R
O
X
Y
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE SEE REVERSE
SIDE
--- Please mark
| X | 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: Tom Bleasdale, William E. Mayer,
James L. Moody, Jr. and John J. Neuhauser
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:________