COLONIAL HIGH INCOME 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
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 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.
HI-85/858A-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 30,918,576
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., P.O. Box 20,
Bowling Green Station, New York, New York 10004 owned of record
75.53% 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 02110 or by calling 1-800-248-2828.
1. Election of Six Trustees.
Messrs. Birnbaum, Bleasdale, Grinnell, Lowry, Neuhauser and
Shinn (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. Messrs. Bleasdale, Neuhauser and Shinn
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 is currently
divided into the following three classes, each with a three year
term expiring in the year indicated (assuming the persons listed
above, other than Messrs. Birnbaum, Grinnell and Lowry, are
elected at the Meeting):
1996 1997 1998
Ms. Collins Mr. Ireland Mr. Bleasdale
Mr. McNeice Mr. Mayer Mr. Neuhauser
Mr. Sullivan Mr. Moody Mr. Shinn
Mr. Weeks
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 of
Nominee Name Principal Occupation (1) and Fund at March
(Age) Trustee Directorships 6, 1995 (2)
since
Robert J. Birnbaum Trustee (since January, ----
(67) -------- 1994); 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: Colonial Trust VII
(formerly Liberty Financial
Trust), Liberty All-Star
Equity Fund, The Charles
Allmon Trust, Inc. and LFC
Utilities Trust.
Tom Bleasdale Trustee (formerly Chairman ----
(64) 1989 of the Board and Chief
Executive Officer, Shore
Bank & Trust Company).
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: Colonial
Trust VII (formerly Liberty
Financial Trust), Liberty
All-Star Equity Fund, The
Charles Allmon Trust, Inc.
and LFC Utilities Trust.
William D. Ireland, Trustee (formerly Chairman ----
Jr. of the Board, Bank of New
(71) 1992 England--Worcester).
Trustee: Colonial Funds.
Richard W. Lowry Private Investor (August, ----
(58) ---------- 1987 to present); Chairman
and Chief Executive Officer,
U.S. Plywood Corporation,
manufacturer and distributor
of wood products (August,
1985 to August, 1987);
Trustee: Colonial Trust VII
(formerly Liberty Financial
Trust), Liberty All-Star
Equity Fund, The Charles
Allmon Trust, Inc. and LFC
Utilities Trust.
William E. Mayer Dean of the College of ----
(54) 1994 Business 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 and
Riverwood International
Corp.
John A. McNeice, Chairman of the Board and ----
Jr.* Director of the Adviser and
(62) 1989 The Colonial Group, Inc.
(TCG) (formerly Chief
Executive Officer, Adviser
and TCG). Director or
Trustee: Colonial Funds,
Liberty Financial Companies,
Inc. (Liberty Financial).
James L. Moody, Jr. Chairman of the Board, ----
(63) 1989 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 ----
(72) 1992 (formerly 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. ----
(67) 1989 Trustee: Colonial Funds.
Sinclair Weeks, Jr. Chairman of the Board, Reed ----
(71) 1992 & 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 Investment Grade Municipal Trust, Colonial
Intermediate High Income Fund and Colonial Municipal Income
Trust.
The following table sets forth certain information about the
executive officers of the Fund.
Name
(Age) Executive Officer Office with Fund; Principal
Since Occupation (3)
John A. McNeice, Jr. President and Trustee of
(62) 1989 the Fund; Chairman of the
Board and Director of the
Adviser and TCG (formerly
Chief Executive Officer,
Adviser and TCG); President
and Trustee of Colonial
Funds; Director of Liberty
Financial.
Harold W. Cogger Vice President of the Fund;
(59) 1993 President, Chief Executive
Officer and Director of the
Adviser and TCG (formerly
Executive Vice President,
Adviser); Director and
Executive Vice President of
Liberty Financial; Vice
President of Colonial
Funds.
Davey S. Scoon Vice President of the Fund
(48) 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
(48) 1993 Financial Officer of 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
(41) 1993 (formerly 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.
Trustee's 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
Compensation
Aggregate From
Compen- Pension or Fund and
sation Retirement other
From Benefits Estimated Colonial
Fund for Accrued As Annual Funds for
the fiscal Part of Benefit the
year ended Fund Upon calendar year
Trustee 12/31/94 Expense Retirement ended 12/31/94(b)
Tom Bleasdale $2,182 (a) $0 $0 $101,000(c)
Lora S. Collins 2,055 0 0 95,000
William D. 2,376 0 0 110,000
Ireland, Jr.
William E. Mayer 1,944 0 0 89,752
John A. McNeice, 0 0 0 0
Jr.
James L. Moody, 2,371 0 0 109,000
Jr.
John J. Neuhauser 2,056 0 0 95,000
George L. Shinn 2,420 0 0 112,000
Robert L. Sullivan 2,275 0 0 104,561
Sinclair Weeks, 2,506 0 0 116,000
Jr.
(a) Included $1,058 payable as deferred compensation.
(b) At December 31, 1994, the Colonial Funds Complex consisted
of 31 open-end and 5 closed-end management investment
company 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
Compen- Pension or Total
sation Retirement Compensation
From Fund Benefits Estimated From
for the Accrued As Annual Liberty
fiscal Part of Benefits Funds for
year ended Fund Upon the calendar year
Trustee 12/31/94 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 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. 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 will 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 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. The
closing price of Liberty Financial common stock on March 27, 1995
was $28.00 per share. Since the Merger, Mr. McNeice is no longer
a controlling person of the Adviser.
The Adviser remains a wholly-owned subsidiary 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-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.
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 voted 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 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 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.