COLONIAL MUNICIPAL INCOME TRUST
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 1997
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 Wednesday, April 30,
1997, 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
March 26, 1997
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-85/472D-0397
PROXY STATEMENT
General Information
March 26, 1997
The enclosed proxy, which was first mailed on March 26, 1997, 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.
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 3, 1997, the Fund had
outstanding 27,367,005 shares of beneficial interest. Shareholders of record at
the close of business on February 3, 1997 will have one vote for each share
held. As of February 3, 1997, The Depository Trust Company (Cede & Co.), 7
Hanover Square, New York, New York 10004 owned of record 71.92% 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 1-800-426-3750.
1. Election of Four Trustees.
Ms. Collins and Messrs. Lowry, Neuhauser and Weeks (who have each agreed to
serve) are proposed for election as Trustees of the Fund, each to serve three
years or
2
until a successor is elected. The Board of Trustees consists of Ms. Collins and
Messrs. Birnbaum, Bleasdale, Grinnell, Ireland, Lowry, Mayer, Moody, Neuhauser,
Shinn, Sullivan and Weeks. 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):
1998 1999 2000
---- ---- ----
Mr. Ireland Mr. Birnbaum Ms. Collins
Mr. Mayer Mr. Bleasdale Mr. Lowry
Mr. Shinn Mr. Grinnell Mr. Neuhauser
Mr. Sullivan Mr. Moody Mr. Weeks
The following table sets forth certain information about the Board of
Trustees:
Shares
Beneficially
Owned and
Percent of
Name Trustee Principal Occupation (1) Fund at
(Age) since and Directorships February 3,
1997 (2)
Robert J. 1995 Retired (formerly Special ----
Birnbaum Counsel, Dechert Price &
(69) Rhoads--law). Director
or Trustee: Colonial
Funds, Liberty All-Star
Equity Fund, Liberty
All-Star Growth Fund,
Inc. (formerly known as
The Charles Allmon Trust,
Inc.), The Emerging
Germany Fund.
Tom Bleasdale 1992 Retired (formerly ----
(66) Chairman of the Board and
Chief Executive Officer,
Shore Bank & Trust
Company--banking).
Director or Trustee:
Colonial Funds, The
Empire Company.
Lora S. Collins 1992 Attorney (formerly ----
(61) Attorney Kramer, Levin,
Naftalis, Nessen, Kamin &
Frankel--law). Trustee:
Colonial Funds.
3
James E. 1995 Private Investor. ----
Grinnell Director or Trustee:
(67) Colonial Funds, Liberty
All-Star Equity Fund,
Liberty All-Star Growth
Fund, Inc. (formerly
known as The Charles
Allmon Trust, Inc.).
William D. 1987 Retired. Trustee: ----
Ireland, Jr. Colonial Funds.
(73)
Richard W. 1995 Private Investor. ----
Lowry Director or Trustee:
(60) Colonial Funds, Liberty
All-Star Equity Fund,
Liberty All-Star Growth
Fund, Inc. (formerly
known as The Charles
Allmon Trust, Inc.).
William E. 1994 Partner, Development ----
Mayer* Capital, LLC
(56) (investments) (formerly
Dean of the College of
Business and Management,
University of
Maryland--higher
education; Dean of the
Simon Graduate School of
Business, University of
Rochester--higher
education). Director or
Trustee: Colonial Funds,
Hambrecht & Quist
Incorporated, Chart House
Enterprises, Schuller
Corp.
James L. 1987 Chairman of the Board and ----
Moody, Jr. Director, Hannaford Bros.
(65) Co. (food distributor)
(formerly Chief Executive
Officer, Hannaford Bros.
Co.). Director or
Trustee: Colonial Funds,
Penobscot Shoe Co.,
Sobeys, Inc., UNUM
Corporation, IDEXX
Laboratories, Inc.,
Staples, Inc.
John J. 1987 Dean of the School of ----
Neuhauser Management, Boston
(53) College (higher
education). Director or
Trustee: Colonial Funds,
Hyde Athletic Industries,
Inc.
George L. Shinn 1992 Financial Consultant ----
(73) (formerly Chairman, Chief
Executive Officer and
Consultant, The First
Boston Corporation--holding
company). Director or
Trustee: Colonial Funds,
The New York Times Co.
4
Robert L. 1989 Retired Partner, Peat ----
Sullivan Marwick Main & Co.
(69) (management consulting)
(formerly self-employed
Management Consultant).
Trustee: Colonial Funds.
Sinclair 1992 Chairman of the Board, ----
Weeks, Jr. Reed & Barton Corporation
(73) (metal products).
* 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 3, 1997, 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 and of the
Cogger Colonial Funds (formerly Vice
(61) President): Chairman of the
Board and Director of the Adviser
(formerly President, Chief
Executive Officer and Executive
Vice President); Chairman of the
Board and Director of The
Colonial Group, Inc. (TCG)
(formerly President and Chief
Executive Officer); Executive
Vice President and Director of
Liberty Financial Companies, Inc.
(Liberty Financial); Director or
Trustee: Liberty All-Star Equity
Fund, Liberty All-Star Growth
Fund, Inc. (formerly The Charles
Allmon Trust, Inc.), Stein Roe &
Farnham Incorporated.
5
Davey S. 1993 Vice President of the Fund and of
Scoon the Colonial Funds (formerly
(50) 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).
Timothy J. 1996 Treasurer and Chief Financial
Jacoby Officer of the Fund and of the
(44) Colonial Funds; Senior Vice President of the Adviser
(formerly Senior Vice President, Fidelity Accounting and
Custody Services and Assistant Treasurer to the Fidelity
Group of Funds).
Peter L. 1993 Chief Accounting Officer and
Lydecker Controller of the Fund and of the
(43) Colonial Funds (formerly
Assistant Controller): Vice
President of the Adviser
(formerly Assistant Vice
President).
Arthur O. 1987 Secretary of the Fund and of the
Stern Colonial Funds; Director,
(58) Executive Vice President, General
Counsel, Clerk and Secretary of the Adviser; Executive
Vice President - Legal and Clerk of TCG (formerly
Executive Vice President - Compliance and Vice President -
Legal).
(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
The members of the Board of Trustees received the following compensation
from the Fund for the fiscal year ended November 30, 1996 and from the Colonial
Funds complex for the calendar year ended December 31, 1996, for serving as
Trustees (4):
Total
Compensation
From Fund And
Fund Complex
Aggregate Paid To The
Compensation Trustees For The
From Fund For The Calendar Year
Fiscal Year Ended Ended December
Trustee November 30, 1996 31, 1996 (5)
- ------- ----------------- ------------
Robert J. Birnbaum $1,566 $ 92,000
Tom Bleasdale 1,760 (6) 104,500 (7)
Lora S. Collins 1,563 92,000
6
James E. Grinnell 1,582 93,000
William D. Ireland, Jr. 1,835 109,000
Richard W. Lowry 1,599 95,000
William E. Mayer 1,547 91,000
James L. Moody, Jr. 1,793 (8) 106,500 (9)
John J. Neuhauser 1,603 94,500
George L. Shinn 1,780 105,500
Robert L. Sullivan 1,720 102,000
Sinclair Weeks, Jr. 1,850 110,000
(4) The Fund does not currently provide pension or retirement plan benefits to
the Trustees.
(5) At December 31, 1996, the Colonial Funds complex consisted of 37 open-end
and 5 closed-end management investment company portfolios.
(6) Includes $875 payable in later years as deferred compensation.
(7) Includes $51,000 payable in later years as deferred compensation.
(8) Total compensation of $1,793 will be payable in later years as deferred
compensation.
(9) Total compensation of $106,500 for the calendar year ended December 31,
1996 will be payable in later years as deferred compensation.
The following table sets forth the amount of compensation paid to Messrs.
Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund and of the Liberty All-Star Growth Fund, Inc.
(formerly known as The Charles Allmon Trust, Inc.) (together, Liberty Funds) for
service during the calendar year ended December 31, 1996,:
Total Compensation
From Liberty Funds For
The Calendar Year Ended
Trustee December 31, 1996 (10)
- ------- ----------------------
Robert J. Birnbaum $25,000
James E. Grinnell 25,000
Richard W. Lowry 25,000
(10) At December 31, 1996, the Liberty Funds were advised by Liberty Asset
Management Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary of
Liberty Financial (an intermediate parent of the Adviser).
During the Fund's fiscal year ended November 30, 1996, the Board of
Trustees held six meetings.
7
The Audit Committee of the Colonial Funds, consisting of Messrs.
Bleasdale, Ireland, Lowry, Moody, Shinn, Sullivan and Weeks, met three times
during the Fund's fiscal year ended November 30, 1996. 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, 1996. 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, 1996. 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, 1996, 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 subsidiary 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
8
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, 1997, 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 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, 1997,
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
9
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 Stephen E. Gibson, a Director and the President and
Chief Executive Officer of the Adviser and TCG, filed a late Form 3 (Initial
Statement of Beneficial Ownership), on which he reported no holdings 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 1998 Annual Meeting of Shareholders
of the Fund must be received by the Fund at One Financial Center, Boston,
Massachusetts, 02111 on or before November 27, 1997.
Shareholders are urged to vote, sign and mail their proxies immediately.
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COLONIAL MUNICIPAL INCOME TRUST
Proxy Solicited on Behalf of the Board of 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 ("Trust"), to be held in Boston,
Massachusetts, on Wednesday, April 30, 1997, and at any adjournments, as follows
on the reverse side of this card.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) hereon. Joint owners should each
sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority must sign. If
a corporation, this signature should be that of an authorized officer who should
state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------- -----------------------------
- ------------------------------- -----------------------------
- ------------------------------- -----------------------------
/ X / PLEASE MARK VOTES AS IN THIS EXAMPLE.
- ---------------------------------
COLONIAL MUNICIPAL
INCOME TRUST
- ---------------------------------
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
1. Election of four Trustees.
(Item 1 of the Notice)
Lora S. Collins For Withhold For All Except
Richard W. Lowry / / / / / /
John J. Neuhauser
Sinclair Weeks, Jr.
Instruction: To withhold authority to vote for any individual nominee, mark the
"For All Except" box and strike a line through that nominee's name in the list
above.
2. Proposal to ratify the selection of Independent Accountants.
(Item 2 of the Notice)
FOR AGAINST 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(s) appear(s) to the left. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. if
signing for 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.
Mark box at right if an address change or comment has been noted on the reverse
side of this card. / /
RECORD DATE SHARES: