-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Og/lfk22MNMICRYEcNdyLX1c+zqs/iQU0+PSCIvT2qAkLp4hy07hQuHg4FEBnrXJ Ytd8DLxtJyH6fN/TSvwJkw== 0000021847-99-000047.txt : 19990316 0000021847-99-000047.hdr.sgml : 19990316 ACCESSION NUMBER: 0000021847-99-000047 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990415 FILED AS OF DATE: 19990315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONIAL MUNICIPAL INCOME TRUST CENTRAL INDEX KEY: 0000809844 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-04992 FILM NUMBER: 99564653 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CTR CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6174263750 DEF 14A 1 CMIT DEF PROXY FOR ANNUAL SHAREHOLDER MEETING COLONIAL MUNICIPAL INCOME TRUST One Financial Center, Boston, Massachusetts 02111 (617) 426-3750 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 15, 1999 Dear Shareholder: The Annual Meeting of Shareholders (Meeting) of Colonial Municipal Income Trust (Fund) will be held at the offices of Colonial Management Associates, Inc. (Advisor), One Financial Center, Boston, Massachusetts, on Thursday, April 15, 1999, at 10:00 a.m., Eastern time, to: 1. Elect eight 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, Nancy L. Conlin, Secretary March 15, 1999 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. IT-85/813G-0399 CXNMI-PS-99 PROXY STATEMENT General Information March 15, 1999 The enclosed proxy, which was first mailed on March 15, 1999, 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 Fund will bear the cost of solicitation, which includes the printing and mailing of proxy materials and the tabulation of votes. By voting as soon as you receive your proxy materials, you will help to reduce the cost of any additional mailings. Holders of thirty percent 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 February 17, 1999, the Fund had outstanding 27,612,747 shares of beneficial interest. Shareholders of record at the close of business on February 17, 1999 will have one vote for each share held. As of February 17, 1999, Cede & Co. FAST, P.O. Box 20, Bowling Green Station, New York, New York 10274, owned of record 21,114,644 shares representing 76% 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 Advisor at One Financial Center, Boston, MA 02111 or by calling 1-800-426-3750. 1. Election of Eight Trustees. Ms. Verville and Messrs. Birnbaum, Bleasdale, Carberry, Grinnell, Macera, Moody and Stitzel (who have each agreed to serve) are proposed for election as Trustees of the Fund, Messrs. Carberry and Macera will each serve one year, Mr. Stitzel and Ms. Verville will each serve two years, and Messrs. Birnbaum, Bleasdale, Grinnell and Moody will each serve three years, or until a successor is elected. The Board of Trustees currently consists of Mses. Collins and Verville and Messrs. Birnbaum, Bleasdale, Carberry, Grinnell, Lowry, Macera, Mayer, Moody, Neuhauser, Stitzel and Sullivan. Effective at the end of 1999, Mr. Birnbaum will retire as a trustee of the Fund. The Board of Trustees is divided into the following three classes, each with a three year term expiring in the year indicated (assuming the persons listed above are elected at the Meeting): 2000 2001 2002 ---- ---- ---- Mr. Carberry Mr. Mayer Mr. Birnbaum Ms. Collins Mr. Stitzel Mr. Bleasdale Mr. Lowry Mr. Sullivan Mr. Grinnell Mr. Macera Ms. Verville Mr. Moody Mr. Neuhauser The following table sets forth certain information about the Board of Trustees: Shares and Percent of Fund Beneficially Owned at Name Trustee Principal Occupation (1) and February 17, (Age) since Directorships 1999 (2) Robert J. Birnbaum 1995 Consultant (formerly Special Counsel, (71) Dechert Price & Rhoads--law). Director or Trustee: Colonial Funds, -0- LAMCO Trust I, Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc., The Emerging Germany Fund. Tom Bleasdale 1992 Retired (formerly Chairman of the (68) Board and Chief Executive Officer, Shore Bank & Trust -0- Company--banking). Director or Trustee: Colonial Funds, Empire Company Limited. John V. Carberry * 1998 Senior Vice President of Liberty (51) Financial Companies, Inc. (formerly managing Director, Salomon Brothers -0- -- investment banking). Director or Trustee: Colonial Funds, LAMCO Trust I. Lora S. Collins 1992 Attorney (formerly Attorney with (63) Kramer, Levin, Naftalis & -0- Frankel--law). Trustee: Colonial Funds. James E. Grinnell 1995 Private Investor. Director or (69) Trustee: Colonial Funds, LAMCO Trust -0- I, Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc. Richard W. Lowry 1995 Private Investor (formerly Senior (62) Vice President--Operations, The Rockport Company). Director or -0- Trustee: Colonial Funds, LAMCO Trust I, Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc. Salvatore Macera 1998 Private Investor (formerly Executive (67) Vice President of Itek Corp. and President of Itek Optical & -0- Electronics Industries, Inc.--electronics). Director or Trustee: Colonial Funds and Stein Roe Variable Investment Trust. William E. Mayer * 1994 Partner, Development Capital, LLC - (58) investments (formerly Dean, College of Business and Management, University of Maryland--higher education; Dean, Simon Graduate School of Business, University of -0- Rochester--higher education; Chairman and Chief Executive Officer, CS First Boston Merchant Bank; and President and Chief Executive Officer, The First Boston Corporation). Director or Trustee: Colonial Funds, LAMCO Trust I, Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc., Hambrecht & Quist Incorporated, Chart House Enterprises, Johns Manville. James L. Moody, Jr. 1987 Retired (formerly Chairman of the (67) Board, Chief Executive Officer and Director, Hannaford Bros. Co.--food distributor). Director or Trustee: -0- Colonial Funds, Penobscot Shoe Co., UNUM Corporation, IDEXX Laboratories, Inc., Staples, Inc., Empire Company Limited. John J. Neuhauser 1987 Dean, School of Management, Boston (56) College -- higher education. Director or Trustee: Colonial Funds, -0- Liberty All-Star Equity Fund, LAMCO Trust I, Liberty All-Star Growth Fund, Inc., Hyde Athletic Industries, Inc. Thomas E. Stitzel 1998 Professor of Finance, College of (63) Business, Boise State University - higher education; Business Consultant -0- and Author. Director or Trustee: Colonial Funds and Stein Roe Variable Investment Trust. Robert L. Sullivan 1989 Retired Partner, KPMG LLP -- (71) management consulting (formerly Management Consulting, Saatchi and Saatchi Consulting Ltd., and -0- Principal and International Practice Director, Management Consulting, Peat Marwick Main & Co.). Trustee: Colonial Funds. Anne-Lee Verville 1998 Consultant (formerly General Manager, (53) Global Education Industry, and President, Applications Solutions -0- Division, IBM Corporation). Trustee: Colonial Funds. * Mr. Carberry is an "interested person," as defined in the Investment Company Act of 1940 (1940 Act), because of his affiliation with Liberty Financial Companies, Inc. (Liberty Financial) (the indirect parent company of the Advisor). Mr. Carberry is the owner of common shares and other securities of Liberty Financial. Mr. Mayer is an "interested person," as defined in the 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 February 17, 1999, 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, Liberty Variable Investment 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 and Percent of Fund Beneficially Executive Owned at Name Officer February (Age) Since Office with Fund; Principal Occupation (3) 17, 1999 (4) Stephen E. Gibson President of the Fund and of the Colonial (45) 1998 Funds since June, 1998; Chairman of the Board since July, 1998, Chief Executive Officer and President since December 1996, and Director, since July, 1996 of the Advisor (formerly Executive Vice President from July, 1996 to -0- December, 1996); Director, Chief Executive Officer and President of COGRA, LLC (COGRA) since December, 1998 (formerly Director, Chief Executive Officer and President of The Colonial Group, Inc. (TCG) from December, 1996 to December, 1998); Assistant Chairman of Stein Roe & Farnham Incorporated (SR&F) since August, 1998 (formerly Managing Director of Marketing of Putnam Investments, June, 1992 to July, 1996). Davey S. Scoon Vice President of the Fund and of the (52) 1993 Colonial Funds since June, 1993; Vice President since December, 1998 of LAMCO Trust I; Executive Vice President since July, 1993 and Director since March, 1985 of the -0- Advisor; Executive Vice President and Chief Operating Officer since December, 1998 of COGRA (formerly Executive Vice President and Chief Operating Officer from March, 1995 to December, 1998 of TCG; Vice President - Finance and Administration and Treasurer from November, 1985 to March, 1995; Executive Vice President of SR&F since August, 1998). Timothy J. Jacoby Treasurer and Chief Financial Officer of the (46) 1996 Fund and of the Colonial Funds since October, 1996 (formerly Controller and Chief Accounting Officer from October, 1997 to February, 1998); Treasurer since December, 1998 of LAMCO Trust I; Senior Vice President -0- since September, 1996 of the Advisor; Vice President, Chief Financial Officer and Treasurer since December, 1998 of COGRA (formerly Vice President, Chief Financial Officer and Treasurer from July, 1997 to December, 1998 of TCG); Senior Vice President since August, 1998 of SR&F (formerly Senior Vice President, Fidelity Accounting and Custody Services from September, 1993 to September, 1996). J. Kevin Connaughton Controller and Chief Accounting Officer of (34) 1998 the Fund and of the Colonial Funds since February, 1998; Controller since December, 1998 of LAMCO Trust I; Vice President of the -0- Advisor since February, 1998 (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). Nancy L. Conlin Secretary of the Fund and of the Colonial (45) 1998 Funds since April, 1998 (formerly Assistant Secretary from July, 1994 to April, 1998); Director, Senior Vice President, General Counsel, Clerk and Secretary of the Advisor since April, 1998 (formerly Vice President, Counsel, Assistant Secretary and Assistant -0- Clerk from July, 1994 to April, 1998); Vice President - Legal, General Counsel, Secretary and Clerk of COGRA since December, 1998 (formerly Vice President - Legal, General Counsel, Secretary and Clerk of TCG from April, 1998 to December, 1998; Assistant Clerk from July, 1994 to April, 1998); (formerly Partner of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo from June, 1990 to June, 1994).
(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 February 17, 1999, 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 Trustees' Compensation. For the fiscal year ended November 30, 1998 and the calendar year ended December 31, 1998, the Trustees received the following compensation for serving as Trustees (5):
Total Compensation from the Fund Complex Paid Aggregate Compensation from to the Trustees for the the Fund for the Fiscal Year Calendar Year Ended Trustee Ended November 30, 1998 December 31, 1998 (6) - ------- ----------------------- --------------------- Robert J. Birnbaum (7) $ 1,564 $ 99,429 Tom Bleasdale (7) 1,812 (8) 115,000 (9) John V. Carberry (10)(11) N/A N/A Lora S. Collins (7) 1,534 97,429 James E. Grinnell (7) 1,621 (12) 103,071 William D. Ireland, Jr. (13) 683 35,333 Richard W. Lowry (7) 1,545 98,214 Salvatore Macera (14) 00 25,250 William E. Mayer (7) 1,624 99,286 James L. Moody, Jr. (7) 1,665 (15) 105,857 (16) John J. Neuhauser (7) 1,658 105,323 George L. Shinn (13) 617 31,334 Thomas E. Stitzel (14) 00 25,250 Robert L. Sullivan (7) 1,654 104,100 Anne-Lee Verville (7)(10) 1,269 (17) 23,445 (18) Sinclair Weeks, Jr. (13) 668 34,333
(5) The Fund does not currently provide pension or retirement plan benefits to the Trustees. (6) At December 31, 1998, the Fund Complex consisted of 56 open-end management investment portfolios and 5 closed-end management investment portfolios. (7) Elected by the shareholders of Liberty Variable Investment Trust on October 30, 1998. (8) Includes $795 payable in later years as deferred compensation. (9) Includes $52,000 payable in later years as deferred compensation. (10) Elected by the trustees of the closed-end Colonial Funds on June 18, 1998 and by the shareholders of the open-end Colonial Funds on October 30, 1998. (11) Does not receive compensation because he is an affiliated Trustee and employee of Liberty Financial. (12) Includes $12 payable in later years as deferred compensation. (13) Retired as a trustee of the Fund on April 24, 1998. (14) Elected by the shareholders of the open-end Colonial funds on October 30, 1998, and by the trustees of the closed-end Colonial Funds on December 17, 1998. (15) Total compensation of $1,665 for the fiscal year ended November 30, 1998, will be payable in later years as deferred compensation. (16) Total compensation of $105,857 for the calendar year ended December 31, 1998, will be payable in later years as deferred compensation. (17) Total compensation of $1,269 for the fiscal year ended November 30, 1998, will be payable in later years as deferred compensation. (18) Total compensation of $23,445 for the calendar year ended December 31, 1998, will be payable in later years as deferred compensation. For the calendar and fiscal year ended December 31, 1998, certain of the Trustees received the following compensation 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 All-Star Funds) (19): Total Compensation from the Liberty All-Star Funds for the Calendar Trustee Year Ended December 31, 1998 (20) - ------- ---------------------------- Robert J. Birnbaum $25,000 John V. Carberry (21)(22) N/A James E. Grinnell 25,000 Richard W. Lowry 25,000 William E. Mayer (23) 14,000 John J. Neuhauser (24) 25,000 (19) The Funds do not currently provide pension or retirement plan benefits to the Trustees. (20) The Liberty All-Star Funds are advised by Liberty Asset Management Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary of Liberty Financial (an intermediate parent of the Advisor). (21) Does not receive compensation because he is an affiliated Trustee and employee of Liberty Financial. (22) Elected by the trustees of the Liberty All-Star Funds on June 30, 1998. (23) Elected by the shareholders of the Liberty All-Star Equity Fund on April 22, 1998, and by the trustees of the Liberty All-Star Growth Fund, Inc. on December 17, 1998. (24) Elected by the shareholders of the Liberty All-Star Funds on April 22, 1998. Meetings and Committees. During the Fund's fiscal year ended November 30, 1998, the Board of Trustees held six meetings. The Audit Committee of the Colonial Funds, consisting of Messrs. Bleasdale, Grinnell, Lowry, Moody and Sullivan, met three times during the Fund's fiscal year ended November 30, 1998. 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. Birnbaum, Grinnell and Neuhauser, met one time during the Fund's fiscal year ended November 30, 1998. The Compensation Committee reviews compensation of the Trustees. The Governance Committee of the Colonial Funds, consisting of Messrs. Bleasdale, Lowry, Mayer, Moody and Sullivan, met six times during the Fund's fiscal year ended November 30, 1998. The Governance Committee, in its sole discretion, recommends to the Trustees, among other things, nominees for Trustee and for appointments to various committees. The Governance 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 November 30, 1998, each of the current Trustees attended more than 75% of the combined total of the meetings of the Board of Trustees and the meetings of the committees of which such Trustee is a member. If any of the nominees listed above become unavailable for election, the enclosed proxy will 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 Advisor The Advisor is a wholly-owned subsidiary of COGRA, which in turn is an indirect majority-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 Advisor and its affiliates. 2. Ratification of Independent Accountants. PricewaterhouseCoopers LLP was selected as independent accountants for the Fund for the Fund's fiscal year ending November 30, 1999 by unanimous vote of the Board of Trustees, subject to ratification or rejection by the shareholders. Neither PricewaterhouseCoopers LLP nor any of its partners has any direct or material indirect financial interest in the Fund. A representative of PricewaterhouseCoopers 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 the meeting of shareholders of Colonial Investment Grade Municipal Trust and Colonial High Income 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 (thirty percent 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 April 15, 1999, 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 advisor and affiliated persons of the Fund's investment advisor (Section 16 reporting persons), to file with the Securities and Exchange Commission (SEC) initial reports of ownership and reports of changes in ownership of the Fund's shares and to furnish the Fund with copies of all Section 16(a) forms they file. Based solely upon a review of copies of such reports furnished to the Fund, and on representations that no other reports were required during the fiscal year ended November 30, 1998, the Section 16 reporting persons complied with all Section 16(a) filings applicable to them. 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 2000 Annual Meeting of Shareholders of the Fund must be received by the Fund at One Financial Center, Boston, Massachusetts, 02111 on or before November 26, 1999. Shareholders are urged to vote, sign and mail their proxies immediately. [THIS PAGE INTENTIONALLY LEFT BLANK.] [THIS PAGE INTENTIONALLY LEFT BLANK.] COLONIAL MUNICIPAL INCOME TRUST This Proxy Solicited on Behalf of the Board of Trustees The undersigned shareholder hereby appoints William J. Ballou, Stephen E. Gibson, Nancy L. Conlin, Timothy J. Jacoby, Davey S. Scoon and Suzan M. Barron, each of them proxies of the undersigned, with power of substitution, to vote at the Annual Meeting of Shareholders of Colonial Municipal Income Trust (the "Fund"), to be held in Boston, Massachusetts, on Thursday, April 15, 1999, and at any adjournments, as follows on the reverse side of this card. /X/ Please mark votes as in this example. PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. The Board of Trustees recommends a vote FOR the following items: 1. ELECTION OF EIGHT TRUSTEES. (Item 1 of the Notice) Robert J. Birnbaum James E. Grinnell Thomas E. Stitzel Tom Bleasdale Salvatore Macera Anne-Lee Verville John V. Carberry James L. Moody, Jr. / / FOR ALL NOMINEES / / WITHHOLD / / FOR ALL NOMINEES EXCEPT Instruction: To withhold authority to vote for any individual nominee, mark the "For All Except" box and strike a line through the name(s) of the nominee(s). Your shares will be voted for the remaining nominee(s). 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. This proxy, when properly executed, will be voted in the manner directed herein and, absent direction, will be voted FOR the Items above. This proxy will be voted in accordance with the holder's best judgment as to any other matter. RECORD DATE SHARES: Mark box at right if address change or comment has been noted on the reverse side of this card. / / Please sign exactly as your name(s) appear(s) 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. Please be sure to sign and date this Proxy. Shareholder sign here------------ Date------------------ Co-owner sign here--------------- Date------------------ HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - ------------------------------ ------------------------------------ - ------------------------------ ------------------------------------ - ------------------------------ ------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----