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EXHIBIT (a)(3)
AMENDMENT NO. 2
TO THE
AGREEMENT AND DECLARATION OF TRUST
OF
COLONIAL HIGH INCOME MUNICIPAL TRUST
This Amendment No. 2 to the AGREEMENT AND DECLARATION OF TRUST OF COLONIAL
INVESTMENT GRADE MUNICIPAL TRUST is made at Boston, Massachusetts this ___ day
of April, 1999 by the Trustees hereunder, and by the holders of Shares to be
issued hereunder as hereinafter provided.
WHEREAS, Article IX, Section 7 of the Declaration of Trust (the
"Declaration of Trust") dated January 9, 1989, of Colonial Investment Grade
Municipal Trust, a copy of which is on file in the Office of the Secretary of
State of The Commonwealth of Massachusetts, authorizes the trustees of the Trust
to amend said Declaration of Trust at any time by an instrument in writing
signed by a majority of the then Trustees when authorized to do so by vote of
shareholders holding a majority of the Shares entitled to vote;
WHEREAS, the holders of a majority of the Shares of Colonial High Income
Municipal Trust entitled to vote have authorized this amendment of the
Declaration of Trust;
NOW, THEREFORE, the undersigned, being a majority of the Trustees of the
Trust, and being authorized to do so by the holders of a majority of the
outstanding shares of beneficial interest of Colonial High Income Municipal
Trust, have authorized the following amendments to the Declaration of Trust:
Subsection (c) of Section 2 of Article I of the Agreement and Declaration
of Trust is amended to read in its entirety as follows:
(c) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided
from time to time or, if more than one class or series of Shares is
authorized by the Trustees, the equal proportionate transferable units
into which each class or series of shares shall be divided from time to
time;
Subsections (g) and (h) of Section 2 of Article I of the Agreement and
Declaration of Trust are amended to read in their entirety, and new subsections
(i) and (j) are added immediately thereafter, as follows:
(g) "Declaration of Trust" shall mean this Agreement and Declaration
of Trust as amended or restated from time to time; and
(h) "By-Laws" shall mean the By-Laws of the Trust as amended from
time to time;
(i) The term "class" or "class of Shares" refers to the division of
Shares into two or more classes as provided in Article III, Section 1
hereof; and
(j) The term "series" or "series of Shares" refers to the division of
Shares representing any class into two or more series as provided in
Article III, Section 1 hereof.
Sections 1 and 2 of Article III of the Agreement and Declaration of Trust
are amended to read in their entirety as follows:
Division of Beneficial Interest
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Section 1. The Trustees may, without Shareholder approval, authorize
one or more classes of Shares (which classes may be divided into two or
more series), Shares of each such class or series having such preferences,
voting powers, terms of redemption, if any, and special or relative rights
or privileges (including conversion rights, if any) as the Trustees may
determine and as shall be set forth in the By-Laws. The number of Shares
of each class or series authorized shall be unlimited, except as the
By-Laws may otherwise provide, and the Shares so authorized may be
represented in part by fractional shares. The Trustees may from time to
time divide or combine the Shares of any class or series into a greater or
lesser number without thereby changing the proportionate beneficial
interest in the class or series.
Ownership of Shares
Section 2. The ownership of Shares shall be recorded on the books of
the Trust or its transfer or similar agent. No certificates certifying the
ownership of Shares shall be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they
consider appropriate for the issuance of Share certificates, the transfer
of Shares and similar matters. The record books of the Trust as kept by
the Trust or any transfer or similar agent of the Trust, as the case may
be, shall be conclusive as to who are the Shareholders of each class or
series and as to the number of Shares of each class or series held from
time to time by each Shareholder.
Sections 1 and 2 of Article IV of the Agreement and Declaration of Trust
are amended to read in their entirety as follows:
Number of Trustees and Term of Office
Section l. Subject to the voting powers of one or more classes or
series of Shares as set forth in the By-Laws, the number of Trustees shall
be such number as shall be fixed from time to time by a written instrument
signed by a majority of the Trustees, provided, however, that the number
of Trustees shall in no event be less than three (3). No reduction in the
number of Trustees shall have the effect of removing any Trustee from
office prior to the expiration of his term unless the Trustee is
specifically removed pursuant to Section 2 of this Article at the time of
the decrease. The Board of Trustees shall be divided into three classes.
The number of Trustees in each class shall be determined by resolution of
the Board of Trustees. The initial Trustees, each of whom shall serve
until the first meeting of Shareholders at which Trustees are elected and
until his or her successor is elected and qualified, or until he or she
sooner dies, resigns or is removed, shall be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and such
other persons as the Trustee or Trustees then in office shall, prior to
any sale of Shares pursuant to a public offering, appoint. The term of
office of all of the initial Trustees shall expire on the date of the
first annual meeting of Shareholders or special meeting in lieu thereof,
which annual or special meeting shall be called to be held not more than
fifteen months after Shares are first sold pursuant to a public offering.
The term of office of the first class shall expire on the date of the
second annual meeting of Shareholders or any special meeting in lieu
thereof. The term of office of the second class shall expire on the date
of the third annual meeting of Shareholders or any special meeting in lieu
thereof. The term of office of the third class shall expire on the date of
the fourth annual meeting of Shareholders or any special meeting in lieu
thereof. Upon expiration of the term of office of each class as set forth
above, the number of Trustees in such class, as determined by the Board of
Trustees, shall be elected for a term expiring on the date of the third
annual meeting of Shareholders or any special meeting in lieu thereof
following such expiration to succeed the Trustees whose terms of office
expire. The Trustees shall be elected at an annual meeting of the
Shareholders or a special meeting in lieu thereof, except as provided in
Section 2 of this Article.
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Vacancies; Removal
Section 2. Subject to the voting powers of one or more classes or
series of Shares as set forth in the By-Laws, any vacancies occurring in
the Board of Trustees may be filled by the Trustees if, immediately after
filling any such vacancy, at least two-thirds of the Trustees then holding
office shall have been elected to such office by the Shareholders. In the
event that at any time less than a majority of the Trustees then holding
office were elected to such office by the Shareholders, the Trustees shall
call a meeting of Shareholders for the purpose of electing Trustees. At
any meeting called for such purpose and subject to the voting powers of
one or more classes or series of Shares as set forth in the By-Laws, a
Trustee may be removed, with or without cause, by vote of a majority of
the outstanding Shares of the classes or series entitled to vote for the
election of such Trustee. By vote of a majority of the Trustees then in
office, the Trustees may remove a Trustee with or without cause.
The first paragraph of Section 4 of Article IV of the Agreement and
Declaration of Trust is amended to read in its entirety as follows:
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Powers
Section 4. Subject to the provisions of this Declaration of Trust,
the business of the Trust shall be managed by the Trustees, and they shall
have all powers necessary or convenient to carry out that responsibility.
Without limiting the foregoing, the Trustees may adopt By-Laws not
inconsistent with this Declaration of Trust providing for the conduct of
the business of the Trust and may amend and repeal them to the extent that
such By-Laws do not reserve that right to the Shareholders of one or more
classes or series. Subject to the voting power of one or more classes or
series of shares as set forth in the By-Laws, the Trustees may fill
vacancies in or add to their number, including vacancies resulting from
increases in their number, and may elect and remove such officers and
appoint and terminate such agents as they consider appropriate; they may
appoint from their own number, and terminate, any one or more committees
consisting of two or more Trustees, including an executive committee which
may, when the Trustees are not in session, exercise some or all of the
power and authority of the Trustees as the Trustees may determine; they
may appoint an advisory board, the members of which shall not be Trustees
and need not be Shareholders; they may employ one or more custodians of
the assets of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a system or
systems for the central handling of securities, retain a transfer agent or
a Shareholder services agent, or both, provide for the distribution of
Shares by the Trust, through one or more principal underwriters or
otherwise, set record dates for the determination of Shareholders with
respect to various matters, and in general delegate such authority as they
consider desirable to any officer of the Trust, to any committee of the
Trustees and to any agent or employee of the Trust or to any such
custodian or underwriter.
Sections 1, 2, 3 and 4 of Article V of the Agreement and Declaration of
Trust are amended to read in their entirety as follows:
Voting Powers
Section 1. Subject to the voting powers of one or more classes or
series of Shares as set forth in the By-Laws, the Shareholders shall have
power to vote only (i) for the election or removal of Trustees as provided
in Article IV, Section 1, (ii) with respect to any Adviser as provided in
Article IV, Section 7, (iii) with respect to any termination of this Trust
to the extent and as provided in Article IX, Section 4, (iv) with respect
to any amendment of this Declaration of Trust to the extent and as
provided in Article IX, Section 7, (v) to the same extent as the
stockholders of a Massachusetts business corporation as to whether or not
a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Trust or the
Shareholders, (vi) with respect to such additional matters relating to the
Trust as may be required by law, this Declaration of Trust, the By-Laws or
any registration of the Trust with the Securities and Exchange Commission
(or any successor agency) or any state, or as the Trustees may consider
necessary or desirable. Each whole Share shall be entitled to one vote as
to any matter on which it is entitled to vote and each fractional Share
shall be entitled to a proportionate fractional vote, except as otherwise
provided in the By-Laws. Notwithstanding any other provision of this
Declaration of Trust, on any matter submitted to a vote of Shareholders,
all Shares of the Trust then entitled to vote shall, except as otherwise
provided in the By-Laws or required by law, be voted in the aggregate as a
single class without regard to classes or series of Shares. There shall be
no cumulative voting in the election of Trustees. Shares may be voted in
person or by proxy. A proxy with respect to Shares held in the name of two
or more persons shall be valid if executed by any one of them unless at or
prior to exercise of the proxy the Trust receives a specific written
notice to the contrary from any one of them. A proxy purporting to be
executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. Until Shares of a particular
class or series are issued,
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the Trustees may exercise all rights of Shareholders and may take any
action required by law, this Declaration of Trust or the By-Laws to be
taken by Shareholders as to such class or series.
Voting Power and Meetings
Section 2. There shall be an annual meeting of the Shareholders on
the date fixed in the By-Laws at the office of the Trust in Boston,
Massachusetts, or at such other place as may be designated in the call
thereof, which call shall be made by the Trustees. In the event that such
meeting is not held in any year on the date fixed in the By-Laws, whether
the omission be by oversight or otherwise, a subsequent special meeting
may be called by the Trustees and held in lieu of the annual meeting with
the same effect as though held on such date. Special meetings of
Shareholders of any or all classes or series may also be called by the
Trustees from time to time for the purpose of taking action upon any
matter requiring the vote or authority of the Shareholders of such class
or series as herein provided or upon any other matter deemed by the
Trustees to be necessary or desirable. Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees by
mailing such notice at least seven days before such meeting, postage
prepaid, stating the time, place and purpose of the meeting, to each
Shareholder entitled to vote at such meeting at the Shareholder's address
as it appears on the records of the Trust. If the Trustees shall fail to
call or give notice of any meeting of Shareholders for a period of 30 days
after written application by Shareholders holding at least 10% of the
Shares then outstanding of all classes and series entitled to vote at such
meeting requesting a meeting to be called for a purpose requiring action
by the Shareholders as provided herein or in the By-Laws, then
Shareholders holding at least 10% of the Shares then outstanding of all
classes and series entitled to vote at such meeting may call and give
notice of such meeting, and thereupon the meeting shall be held in the
manner provided for herein in case of call thereof by the Trustees.
Quorum and Required Vote
Section 3. A majority of the Shares entitled to vote on a particular
matter shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where the By-Laws require that holders
of any class or series shall vote as an individual class or series, then a
majority of the aggregate number of Shares of that class or series
entitled to vote shall be necessary to constitute a quorum for the
transaction of business by that class or series. Any lesser number,
however, shall be sufficient for adjournments. Any adjourned session or
sessions may be held within a reasonable time after the date set for the
original meeting without the necessity of further notice. Except when a
larger vote is required by any provision of this Declaration of Trust or
the By-Laws, a majority of the Shares voted shall decide any questions and
a plurality shall elect a Trustee, provided that where the By-Laws require
that the holders of any class or series shall vote as an individual class
or series a majority of the Shares of that class or series voted on the
matter (or a plurality with respect to the election of a Trustee) shall
decide that matter insofar as that class or series is concerned.
Conversion
Section 4. Notwithstanding any other provision of this Declaration of
Trust, the conversion of the Trust from a "closed-end company" to an
"open-end company," as those terms are defined in Sections 5(a)(2) and
5(a)(1), respectively, of the 1940 Act as in effect on January 1, 1989,
shall require the affirmative vote or consent of the holders of at least
66 2/3% of the Shares of each class entitled to vote. Such affirmative
vote or consent shall be in addition to the vote or consent of the holders
of the Shares otherwise required by law or by any agreement between the
Trust and any national securities exchange.
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Section I of Article VI of the Agreement and Declaration of Trust is
amended to read in its entirety as follows:
Distributions
Section 1. The Trustees may, but need not, each year distribute to
the Shareholders of any or all classes or series such income and gains,
accrued or realized, as the Trustees may determine, after providing for
actual and accrued expenses and liabilities (including such reserves as
the Trustees may establish) determined in accordance with good accounting
practices and subject to the preferences, special or relative rights and
privileges of the various classes or series of Shares. The Trustees shall
have full discretion to determine which items shall be treated as income
and which items as capital and their determination shall be binding upon
the Shareholders. Distributions of each year's income, if any be made, may
be made in one or more payments, which shall be in Shares, in cash or
otherwise and on a date or dates and as of a record date or dates
determined by the Trustees. At any time and from time to time in their
discretion, the Trustees may distribute to the Shareholders as of a record
date or dates determined by the Trustees, in Shares, in cash or otherwise,
all or part of any gains realized on the sale or disposition of property
or otherwise, or all or part of any other principal of the Trust. Each
distribution pursuant to this Section 1 to the Shareholders of a
particular class or series shall be made ratably according to the number
of Shares of such class or series held by the several Shareholders on the
applicable record date thereof, provided that no distribution need be made
on Shares purchased pursuant to orders received, or for which payment is
made, after such time or times as the Trustees may determine. Any such
distribution paid in Shares will be paid at the net asset value thereof as
determined in accordance with Section 2 of this Article VI, or at such
other value as may be specified by the By-Laws or as the Trustees may from
time to time determine, subject to applicable laws and regulations then in
effect.
The first paragraph of Section 2 of Article VI of the Agreement and
Declaration of Trust is amended to read in its entirety as follows:
Determination of Net Asset Value
Section 2. At such times as the Trust shall have outstanding only one
class or series of Shares, the term "net asset value" of the Shares shall
mean: (i) the value of all the assets of the Trust; (ii) less the total
liabilities of the Trust; (iii) divided by the number of Shares
outstanding, in each case at the time of each determination. Any fractions
involved in the computation of net asset value per share shall be adjusted
to the nearer cent unless the Trustees shall determine to adjust such
fractions to a fraction of a cent. At such times as the Trust shall have
outstanding more than one class or series of Shares, the term "net asset
value" of the Shares shall have such meaning, with respect to the Shares
of any particular class or series of Shares, as shall from time to time be
specified in the By-Laws.
Section 4 of Article IX of the Agreement and Declaration of Trust is
amended to read in its entirety as follows:
Duration and Termination of Trust
Section 4. Unless terminated as provided herein, the Trust shall
continue without limitation of time. Subject to the voting powers of one
or more classes or series of Shares as set forth in the By-Laws, the Trust
may be terminated at any time by vote of Shareholders holding at least 66
2/3 % of the Shares entitled to vote or by the Trustees by written notice
to the Shareholders.
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Upon termination of the Trust, after paying or otherwise providing
for all charges, taxes, expenses and liabilities, whether due or accrued
or anticipated as may be determined by the Trustees, the Trust shall in
accordance with such procedures as the Trustees consider appropriate
reduce the remaining assets to distributable form in cash or shares or
other securities, or any combination thereof, and distribute the proceeds
to the Shareholders, ratably according to the number of Shares held by the
several Shareholders on the date of termination, except to the extent
otherwise required or permitted by the preferences and special or relative
rights and privileges of any classes or series of Shares.
Section 7 of Article IX of the Agreement and Declaration of Trust is
amended to read in its entirety as follows:
Amendments
Section 7. (a) Except to the extent that the By-Laws or applicable
law may require a higher vote or the separate vote of one or more classes
or series of Shares, and except as provided in paragraph (b) of this
Section 7, this Declaration of Trust may be amended at any time by an
instrument in writing signed by a majority of the then Trustees (1) when
authorized so to do by a vote of Shareholders holding a majority of the
Shares entitled to vote or (2) without Shareholder approval as may be
necessary or desirable in order to authorize one or more classes or series
of Shares as in Section 1 of Article III. Amendments having the purpose of
changing the name of the Trust or of supplying any omission, curing any
ambiguity or curing, correcting or supplementing any defective or
inconsistent provision contained herein shall not require authorization by
Shareholder vote.
(b) Except to the extent that the By-Laws or applicable law may
require a higher vote or the separate vote of one or more classes or
series of Shares, no amendment may be made under this Section 7 which
shall amend, alter, change or repeal any of the provisions of Article IV,
Section 1, Article V, Section 4 or this paragraph (b) unless the amendment
effecting such amendment, alteration, change or repeal shall receive the
affirmative vote or consent of at least 66 2/3% of the Shares entitled to
vote. Such affirmative vote or consent shall be in addition to the vote or
consent of the holders of Shares otherwise required by law or by the terms
of any agreement between the Trust and any national securities exchange.
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands in the
City of Boston, Massachusetts, for themselves and their assigns, as of this ___
day of April, 1999.
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Commonwealth of Massachusetts )
)ss.
County of Suffolk )
Then personally appeared the above-named Trustees and executed Amendment No. 1
to the Agreement and Declaration of Trust of Colonial Investment Grade Municipal
Trust as their free act and deed, before me, this ___ day of April, 1999.
____________________________________
Notary Public
My Commission Expires _____________
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