COLONIAL MUNICIPAL INCOME TRUST
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 1996
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. (Adviser), One Financial
Center, Boston, Massachusetts, on Tuesday, April 30, 1996, at
10:00 A.M., Eastern time, to:
1. Elect four Trustees;
2. Ratify or reject the selection of independent
accountants; and
3. Transact such other business as may properly come
before the Meeting or any adjournment thereof.
By order of the Trustees,
Arthur O. Stern, Secretary
IT-85/914B-0396
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.
PROXY STATEMENT
General Information
March 20, 1996
The enclosed proxy, which was first mailed on March 20,
1996, 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.
Thirty percent of the shares outstanding and entitled to
vote constitutes a quorum and must be present in person or
represented by proxy for business to be transacted at the
Meeting. On February 1, 1996, the Fund had outstanding
27,367,005 shares of beneficial interest. Shareholders of record
at the close of business on February 1, 1996 will have one vote
for each share held. As of February 1, 1996, The Depository
Trust Company (Cede & Co.), 7 Hanover Square, New York, New York
10004 owned of record 70.15% of the Fund's outstanding shares.
Votes cast by proxy or in person will be counted by persons
appointed by the Fund to act as election tellers for the Meeting.
The tellers will count the total number of votes cast "for"
approval of the proposals for purposes of determining whether
sufficient affirmative votes have been cast. Where a shareholder
withholds authority or abstains, or the proxy reflects a "broker
non-vote" (i.e., shares held by brokers or nominees as to which
(i) instructions have not been received from the beneficial
owners or persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter),
the shares will be counted as present and entitled to vote for
purposes of determining the presence of a quorum. With respect
to the election of Trustees and ratification of independent
accountants, withheld authority, abstentions and broker non-votes
have no effect on the outcome of the voting.
Further information concerning the Fund is contained in its
most recent Annual Report to shareholders, which is obtainable
free of charge by writing the Adviser at One Financial Center,
Boston, MA 02110 or by calling 1-800-248-2828.
1. Election of Four Trustees.
Messrs. Birnbaum, Bleasdale, Grinnell and Moody (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. The Board of Trustees currently consists of Ms. Collins
and Messrs. Birnbaum, Bleasdale, Grinnell, Ireland, Lowry, Mayer,
Moody, Neuhauser, Shinn, Sullivan and Weeks. The Board of
Trustees is currently 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):
1997 1998 1999
Ms. Collins Mr. Ireland Mr. Birnbaum
Mr. Lowry Mr. Mayer Mr. Bleasdale
Mr. Neuhauser Mr. Shinn Mr. Grinnell
Mr. Weeks Mr. Sullivan Mr. Moody
The following table sets forth certain information about the
current Trustees :
Shares
Beneficially Owned
Nominee and Percent of
Name Trustee Principal Occupation (1) Fund at February
(Age) since and Directorships 1, 1996 (2)
Robert J. Birnbaum Retired (formerly Special ----
(68) 1995 Counsel, Dechert Price &
Rhoads). Director or
Trustee: Colonial Funds,
Liberty All-Star Equity
Fund and Liberty All-Star
Growth Fund, Inc. (formerly
known as The Charles Allmon
Trust, Inc.).
Tom Bleasdale Retired (formerly Chairman ----
(65) 1992 of the Board and Chief
Executive Officer, Shore
Bank & Trust Company).
Director or Trustee:
Colonial Funds, Stok, Inc.,
The Empire Company.
Lora S. Collins Attorney, Kramer, Levin, ----
(60) 1992 Naftalis, Nessen, Kamin &
Frankel (law). Trustee:
Colonial Funds.
James E. Grinnell Private Investor. Director ----
(66) 1995 or Trustee: Liberty All-
Star Equity Fund and
Liberty All-Star Growth
Fund, Inc. (formerly known
as The Charles Allmon
Trust, Inc.).
William D. Ireland, Retired (formerly Chairman ----
Jr. of the Board, Bank of New
(72) 1987 England--Worcester).
Trustee: Colonial Funds.
Richard W. Lowry Private Investor. Director ----
(59) 1995 or Trustee: Colonial Funds;
Liberty All-Star Equity
Fund and Liberty All-Star
Growth Fund, Inc. (formerly
known as The Charles Allmon
Trust, Inc.).
William E. Mayer* Dean of the College of ----
(55) 1994 Business and Management,
University of Maryland
(formerly Dean of the Simon
Graduate School of
Business, University of
Rochester). Director or
Trustee: Colonial Funds,
Hambrecht & Quist
Incorporated, American
Medical Inc., Chart House
Enterprises and Riverwood
International Corp.
James L. Moody, Jr. Chairman of the Board, ----
(64) 1987 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 and IDEXX
Laboratories.
John J. Neuhauser Dean of the School of ----
(52) 1987 Management, Boston College.
Director or Trustee:
Colonial Funds, Hyde
Athletic Industries, Inc.
George L. Shinn Financial Consultant ----
(73) 1992 (formerly Chairman, Chief
Executive Officer and
Consultant, The First
Boston Corporation).
Director or Trustee:
Colonial Funds, The New
York Times Co. and Phelps
Dodge Corp.
Robert L. Sullivan Self-employed Management ----
(68) 1989 Consultant. Trustee:
Colonial Funds.
Sinclair Weeks, Jr. Chairman of the Board, Reed ----
(72) 1992 & Barton Corporation.
Director or Trustee:
Colonial Funds,
Commonwealth Energy
Systems.
* Mr. Mayer is an "interested person," as defined by the
Investment Company Act of 1940 (1940 Act) because of his
affiliation with Hambrecht & Quist Incorporated (a
registered broker dealer).
(1) Except as otherwise noted, each individual has held the
office indicated or other offices in the same company for
the last five years.
(2) On February 1, 1996, 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
current executive officers of the Fund:
Executive
Name Officer Office with Fund: Principal
(Age) Since Occupation (3)
Harold W. 1993 President of the Fund (formerly Vice
Cogger President): President, Chief
(60) Executive Officer and Director of
the Adviser (formerly Executive Vice
President); President, Chief
Executive Officer and Director of
The Colonial Group, Inc. (TCG);
President of Colonial Funds
(formerly Vice President); Executive
Vice President and Director of
Liberty Financial Companies, Inc.
(Liberty Financial).
Davey S. Scoon 1993 Vice President of the Fund (formerly
(49) 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. 1993 Treasurer and Chief Financial
Silver Officer of the Fund (formerly
(49) Controller): Senior Vice President,
Director, Treasurer and Chief
Financial Officer of the Adviser
(formerly Assistant Treasurer);
Treasurer and Chief Financial
Officer of TCG (formerly Assistant
Treasurer); Treasurer and Chief
Financial Officer of Colonial Funds
(formerly Controller).
Peter L. 1993 Controller of the Fund (formerly
Lydecker Assistant Controller): Vice
(42) 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.
Trustees' Compensation, Meetings and Committees
During the fiscal year ended November 30, 1995, the Board of
Trustees held six meetings.
The current of Board of Trustees received the following
compensation from the Fund for the fiscal year ended November 30,
1995 and from the Colonial Funds complex for the calendar year
ended December 31, 1995 for serving as Trustees:
<TABLE>
<CAPTION>
Total Compensation
Aggregate From Fund And
Compensation Fund Complex Paid To
From Fund For The Pension Or Estimated Annual The Trustees For The
Fiscal Year Ended Retirement Benefits Benefits Upon Calendar Year Ended
Trustee November 30, 1995 Accrued As Part Of Retirement December 31, 1995 (4)
Fund Expense
<S> <C> <C> <C> <C>
Robert J. Birnbaum (5) $1,177 $ 71,250
Tom Bleasdale 1,829 (6) ----- ----- 98,000 (7)
Lora S. Collins 1,696 ----- ----- 91,000
James E. Grinnell (5) 1,179 71,250
William D. Ireland, Jr. 2,104 ----- ----- 113,000
Richard W. Lowry (5) 1,177 71,250
William E. Mayer 1,697 ----- ----- 91,000
James L. Moody, Jr. 1,900 (8) ----- ----- 94,500 (9)
John J. Neuhauser 1,700 ----- ----- 91,000
George L. Shinn 1,920 ----- ----- 102,500
Robert L. Sullivan 1,883 ----- ----- 101,000
Sinclair Weeks, Jr. 2,085 ----- ----- 112,000
</TABLE>
(4) At December 31, 1995, the Colonial Funds complex consisted
of 33 open-end and 5 closed-end management investment
company portfolios.
(5) Elected as a Trustee of the Colonial Funds complex on
April 21, 1995.
(6) Includes $911 payable in later years as deferred
compensation.
(7) Includes $49,000 payable in later years as deferred
compensation.
(8) Includes $1,485 payable in later years as deferred
compensation.
(9) Total compensation of $94,500 for the calendar year ended
December 31, 1995 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
Liberty All-Star Growth Fund, Inc. (formerly known as The Charles
Allmon Trust, Inc.) (together, Liberty Funds I) for service
during the calendar year ended December 31, 1995, and of Liberty
Financial Trust (now known as Colonial Trust VII) and LFC
Utilities Trust (together, Liberty Funds II) for the period
January 1, 1995 through March 26, 1995 (10):
Total Compensation
From Liberty Funds Total Compensation
II For The Period From Liberty Funds I
January 1, 1995 For The Calendar
through March 26, Year Ended December
Trustee 1995 31, 1995 (11)
Robert J. Birnbaum $2,900 $16,675
James E. Grinnell 2,900 22,900
Richard W. Lowry 2,900 26,250 (12)
(10) On March 27, 1995, four of the portfolios in the Liberty
Financial Trust (now known as Colonial Trust VII) were
merged into existing Colonial Funds and a fifth was
reorganized into a new portfolio of Colonial Trust III.
Prior to their election as Trustees of the Colonial
Funds, Messrs. Birnbaum, Grinnell and Lowry served as
Trustees of Liberty Funds II; they continue to serve as
Trustees or Directors of Liberty Funds I.
(11) At December 31, 1995, the Liberty Funds I were advised by
Liberty Asset Management Company (LAMCO). LAMCO is an
indirect wholly-owned subsidiary of Liberty Financial (an
intermediate parent of the Adviser).
(12) Includes $3,500 paid to Mr. Lowry for service as Trustee
of Liberty Newport World Portfolio (formerly known as
Liberty All-Star World Portfolio) (Liberty Newport)
during the calendar year ended December 31, 1995. At
December 31, 1995, Liberty Newport was managed by Newport
Pacific Management, Inc. and Stein Roe & Farnham
Incorporated, each an affiliate of the Adviser.
The Audit Committee of the Colonial Funds, consisting of
Messrs. Bleasdale, Ireland, Moody, Shinn, Sullivan and Weeks,
met twice during the Fund's fiscal year ended November 30, 1995.
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 Fund's fiscal year ended November 30, 1995. The
Committee reviews compensation of the Trustees.
The Nominating Committee of the Colonial Funds, consisting
of Messrs. Bleasdale, Ireland, Moody and Weeks, did not meet
during the Fund's fiscal year ended November 30, 1995. The
Committee in its sole discretion recommends to the Trustees
nominees for Trustee and for appointments to various committees.
The Committee will consider candidates for Trustee recommended by
shareholders. Written recommendations with supporting
information should be directed to the Committee in care of the
Fund.
During the Fund's fiscal year ended November 30, 1995, each
of the current 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 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 Adviser
The Adviser is a wholly-owned subsidary of TCG, which in
turn is a wholly-owned subsidiary of Liberty Financial.
Liberty Financial is an indirect subsidiary of Liberty
Mutual Insurance Company (Liberty Mutual). Liberty Financial is
a diversified and integrated asset management organization which
provides insurance and investment products to individuals and
institutions. 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. Its 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 November 30, 1996,
by unanimous vote of the Trustees, subject to ratification or
rejection by the shareholders. Neither Price Waterhouse LLP nor
any of its partners has any direct or material indirect financial
interest in the Fund. A representative of Price Waterhouse LLP
will be available at the Meeting, if requested by a shareholder
in writing at least five days before the Meeting, to respond to
appropriate questions and make a statement (if the representative
desires).
Required Vote
Ratification requires the affirmative vote of a majority of
the shares of the Fund voted at the Meeting.
3. Other Matters and Discretion of Attorneys Named in the Proxy
As of the date of this Proxy Statement, only the business
mentioned in Items 1 and 2 of the Notice of the Meeting is
contemplated to be presented. If any procedural or other matters
properly come before the Meeting, the enclosed proxy shall be
voted in accordance with the best judgment of the proxy
holder(s).
The Meeting is called to be held at the same time as the
meeting of shareholders of Colonial Intermediate High Income
Fund. 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 (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 30,
1996, the persons named as proxies may propose one or more
adjournments of the Meeting for a period or periods of not more
than ninety days in the aggregate and further solicitation of
proxies may be made. Any such adjournment may be effected by a
majority of the votes properly cast in person or by proxy on the
question at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the
Items set forth in the Notice of the Meeting. They will vote
against any such adjournment those proxies required to be voted
against any of such Items.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, and Section 30(f) of the 1940 Act, as amended, require
the Fund's Trustees and executive officers, persons who own more
than ten percent of the Fund's equity securities, the Fund's
investment adviser and affiliated persons of the Fund's
investment adviser, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in
ownership of the Fund's shares and to furnish the Fund with
copies of all Section 16(a) forms they file. Based solely upon a
review of copies of such filings that were so furnished to the
Fund, the Fund believes that Liberty Mutual and its affiliates,
which include Liberty Financial, the Adviser and TCG, filed a
late Form 3 (Initial Statement of Beneficial Ownership), on which
they reported that the Adviser held 17,680.197 shares of the Fund
as of March 24, 1995. Liberty Mutual and its affiliates also
filed a late Form 5 (Annual Statement of Changes in Beneficial
Ownership), on which they reported that the Adviser beneficially
owned 18,462.539 shares of the Fund.
Date for Receipt of Shareholder Proposals
Proposals of shareholders which are intended to be
considered for inclusion in the Fund's proxy statement relating
to the 1997 Annual Meeting of Shareholders of the Fund must be
received by the Fund at One Financial Center, Boston,
Massachusetts, 02111 on or before November 19, 1996.
Shareholders are urged to vote, sign and mail their proxies
immediately.
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COLONIAL MUNICIPAL INCOME TRUST
Proxy This Proxy is Solicited on
Behalf of the Trustees.
The undersigned shareholder hereby appoints Harold W.
Cogger, Nancy L. Conlin, Michael H. Koonce and Arthur O. Stern, and
each of them, proxies of the undersigned, with power of
substitution, to vote at the Annual Meeting of Shareholders of
Colonial Municipal Income Trust, to be held at Boston,
Massachusetts, on Tuesday, April 30, 1996, and at any adjournments,
as follows:
1.ELECTION OF FOUR TRUSTEES.
(Item 1 of the Notice)
FOR the nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary to vote for the nominees listed below
below*)
Robert J. Birnbaum Tom Bleasdale James E. Grinnell James L. Moody, Jr.
*(INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name in the space provided below)
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 above and, absent direction, will be voted for Items 1 and
2 listed above.
Please sign exactly as name
appears hereon. When signing
as attorney, executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign in
full corporate name by
President or other authorized
officer. If a partnership,
please sign in partnership name
by authorized person.
Date:--------------------------, 1996
--------------------------------------
Signature
-------------------------------
-------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
