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
<PAGE>
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.
<PAGE>
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.
<PAGE>
The following table sets forth certain information about the executive
officers of the Fund:
<TABLE>
<CAPTION>
Shares and
Percent of
Fund
Beneficially
Executive Owned at
Name Officer February
(Age) Since Office with Fund; Principal Occupation (3) 17, 1999 (4)
<S> <C> <C> <C>
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).
</TABLE>
(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):
<TABLE>
<CAPTION>
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)
- ------- ----------------------- ---------------------
<S> <C> <C>
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
</TABLE>
(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.
<PAGE>
(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).
<PAGE>
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.
<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 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.
<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 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.
<PAGE>
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<PAGE>
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<PAGE>
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:
<PAGE>
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?
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