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<SEC-DOCUMENT>0000021847-98-000028.txt : 19980416
<SEC-HEADER>0000021847-98-000028.hdr.sgml : 19980416
ACCESSION NUMBER:		0000021847-98-000028
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19980527
FILED AS OF DATE:		19980415
SROS:			NYSE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COLONIAL INVESTMENT GRADE MUNICIPAL TRUST
		CENTRAL INDEX KEY:			0000847411
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	811-05785
		FILM NUMBER:		98594054

	BUSINESS ADDRESS:	
		STREET 1:		ONE FINANCIAL CTR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
		BUSINESS PHONE:		6174263750
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<DESCRIPTION>DEFINITIVE ANNUAL MEETING PROXY STATEMENT
<TEXT>


                       COLONIAL INVESTMENT GRADE 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 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 27, 1998, at 10:00 a.m. Eastern time, to:

           1. Elect two 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,


                                     William  J. Ballou, 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,
<PAGE>

SIGN AND RETURN YOUR PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE IMMEDIATELY.

IG-85/051F-0398                                                       1007-PS-98

                                       2

<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 11,509,000 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. FAST), 7 Hanover
Square, New York, New York 10004, owned of record 9,291,538 shares representing
80.73% 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.

                                       3

<PAGE>

      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.


                                       4
<PAGE>



1.    Election of Two Trustees.

      Messrs. Lowry and Sullivan (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 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 of Trustees is divided into the following three classes, each
with a three year term expiring in the years indicated (assuming the persons
listed above are elected at the Meeting and those persons referenced, retire):

1999                        2000                       2001
- ----                        ----                       ----

Ms. Collins                 Mr. Bleasdale              Mr. Lowry
Mr. Birnbaum                Mr. Mayer                  Mr. Sullivan
Mr. Grinnell                Mr. Moody
                            Mr. Neuhauser

      The following table sets forth certain information about the Board of
Trustees:

                                                                       Shares
                                                                    Beneficially
                                                                     Owned and
                                                                      Percent
                                                                     of Fund at
Name         Trustee                                                  March 2,
(Age)        Since      Principal Occupation(1) and Directorships    1998 (2)

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,  Kramer,    -0-
(62)         1992       Levin,  Naftalis  &  Frankel--law).   Trustee:
                        Colonial Funds.

James E. Grinnell       Private   Investor.   Director   or   Trustee:    -0-
(68)         1995       Colonial Funds,  Liberty All-Star Equity Fund,
                        Liberty All-Star Growth Fund, Inc.
 
                                      5
<PAGE>

Richard W. Lowry        Private   Investor.   Director   or   Trustee:    -0-
(61)         1995       Colonial Funds,  Liberty All-Star Equity Fund,
                        Liberty All-Star Growth Fund, Inc.

William E. Mayer*       Partner,      Development     Capital,     LLC    -0-
(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.

James L. Moody, Jr.     Retired  (formerly   Chairman  of  the  Board,    -0-
(66)         1992       Chief   Executive    Officer   and   Director,
                        Hannaford   Bros.   Co.  -food   distributor).
                        Director   or   Trustee:    Colonial    Funds,
                        Penobscot  Shoe  Co.,   Staples,   Inc.,  UNUM
                        Corporation, IDEXX Laboratories,  Inc., Empire
                        Company Limited.

John J. Neuhauser       Dean  of  the  School  of  Management,  Boston    -0-
(55)         1992       College   (higher   education).   Director  or
                        Trustee:   Colonial   Funds,   Hyde   Athletic
                        Industries, Inc.

Robert L. Sullivan      Retired  Partner,  Peat  Marwick  Main  &  Co.    -0-
(70)         1989       (management        consulting)       (formerly
                        self-employed      Management     Consultant).
                        Trustee:  Colonial Funds.

*        Mr. Mayer is an "interested person," as defined in 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.

         In this Proxy Statement, the "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:



                                                                    Shares
             Executive                                              Beneficially
Name         Officer                                                Owned and
                                                                    Percent of
                                                                    Fund at
                                                                    March 2,

                                       6
<PAGE>

(Age)        Since      Office with Fund; Principal Occupation (3)   1998 (4)

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.

Davey S. Scoon          Vice  President  of  the  Fund  and  of  the      -0-
(51)         1993       Colonial  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      -0-
(45)         1996       the Fund  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      -0-
(33)         1998       the 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).

William J. Ballou       Assistant  Secretary  of the Fund and of the      -0-
(33)         1997       Colonial   Funds   since    October,    1997
                        (formerly  Associate Counsel,  Massachusetts
                        Financial Services Company, May, 1995 to September,
                        1997; Associate, Ropes & Gray, September 1991 to 
                        May, 1995).

                                       7


<PAGE>

(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 then outstanding shares of the
         Fund.

                   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):

                                       8
<PAGE>

                          Aggregate                Total Compensation From 
                          Compensation From        Fund And Fund Complex 
                          Fund For The Fiscal      Paid To The Trustees For 
                          Year Ended               The Calendar Year Ended 
Trustee                   December 31, 1997        December 31, 1997(6)
- -------                   -----------------        ---------------------

Robert J. Birnbaum           $1,213                        $  93,949
Tom Bleasdale                 1,258(7)                       106,432(8)
Lora S. Collins               1,213                           93,949
James E. Grinnell             1,219(9)                        94,698(10)
William D. Ireland, Jr.       1,309                          101,445
Richard W. Lowry              1,222                           94,698
William E. Mayer              1,160                           89,949
James L. Moody, Jr.           1,271(11)                       98,447(12)
John J. Neuhauser             1,226                           94,948
George L. Shinn               1,337                          103,443
Robert L. Sullivan            1,291                           99,945
Sinclair Weeks, Jr.           1,309                          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 $629 payable in later years as deferred compensation.
(8)      Includes $57,454 payable in later years as deferred compensation.
(9)      Includes $125 payable in later years as deferred compensation.
(10)     Includes $4,797 payable in later years as deferred compensation.
(11)     Total  compensation of $1,271 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.

     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:

                                       9
<PAGE>

                                 Total Compensation
                                 From Liberty Funds For
                                 The Calendar Year Ended
Trustee                          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, Ireland, 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 internal
accounting procedures 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 twice 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.

                                       10
<PAGE>

      During the Fund's fiscal year ended December 31, 1997, 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 become 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
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.
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 Fund's fiscal year ending December 31, 1998 by unanimous vote of the
Board of 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 

                                       11
<PAGE>

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.


                                       12
<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 the meeting of shareholders of
Colonial High Income Municipal Trust and Colonial InterMarket Income Trust I. It
is anticipated that such 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, the Fund's investment adviser and affiliated persons of the
Fund's investment adviser (Section 16 reporting persons), to file with the
Securities and Exchange Commission 


                                       13
<PAGE>

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.

                                       14

<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.

                                       15
<PAGE>

                    COLONIAL INVESTMENT GRADE 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
Investment Grade 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 judgment as to any other matter.

The Board of Trustees recommends a vote FOR the following Items:

1.       ELECTION OF TWO TRUSTEES.  (Item 1 of the Notice)

            Richard W. Lowry                         Robert L. Sullivan


   /   / 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.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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