COLONIAL MUNICIPAL INCOME TRUST
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 2000

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
Monday, April 24, 2000, at 10:00 a.m., Eastern time, to:

1. Elect Trustees as outlined below;

(a) four (4) Trustees to be elected by the holders of Common
Shares and Municipal Auction Rate Cumulative Preferred
Shares (Preferred Shares), voting together as a single
class; and

(b) two (2) Trustees to be elected by the holders of
Preferred Shares only, voting as a single class.

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,

/s/Nancy L. Conlin
Nancy L. Conlin, Secretary

March 15, 2000

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 15, 2000

The enclosed proxy, which was first mailed on March 15, 2000, 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 1, 2000, the Fund had
outstanding 27,645,113 Common Shares of beneficial interest and 3,600 Preferred
Shares. Shareholders of record at the close of business on February 1, 2000 will
have one vote for each share held. As of February 1, 2000, Cede & Co. FAST, 55
Water Street, 25th Floor, New York, New York 10041-0098, owned of record
22,034,809 Common Shares representing 80% of the Fund's outstanding Common
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. Withheld authority and
abstentions broker non-votes have no effect on the outcome of the voting on the
items.

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.

The following table indicates which shareholders are solicited with
respect to each matter:

MATTER COMMON SHARES PREFERRED SHARES

Election of four (4) Trustees by all
shareholders (John V. Carberry, Lora S.
Collins, Richard W. Lowry and John J.
Neuhauser) X X

Election of two (2) Trustees by holders
of Preferred Shares only (Salvatore
Macera and Thomas E. Stitzel) N/A X

Ratify the selection of independent
accountants X X

1. ELECTION OF TRUSTEES.

Ms. Collins and Messrs. Carberry, Lowry and Neuhauser (who have each
agreed to serve as Trustees) are proposed for election as Trustees of the Fund,
and are to be elected by holders of Common Shares and Preferred Shares, voting
together as a single class. Each will serve three years, or until a successor is
elected. Messrs. Macera and Stitzel (who have each agreed to serve as Trustees)
are proposed for election as Trustees of the Fund and are to be elected by
holders of Preferred Shares. The Board of Trustees currently consists of Mses.
Collins and Verville and Messrs. Bleasdale, Carberry, Grinnell, Lowry, Macera,
Mayer, Moody, Neuhauser, Stitzel and Sullivan. Effective at the end of April,
2000, Mr. Sullivan 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) and shall be voted on by both the
Common Shares and Preferred Shares.

2001 2002 2003
- ---- ---- ----

Mr. Mayer Mr. Bleasdale Mr. Carberry
Ms. Verville Mr. Grinnell Ms. Collins
Mr. Moody Mr. Lowry
Mr. Neuhauser
Mr. Sullivan

Messrs. Macera and Stitzel are elected annually by the holders of
Preferred Shares.

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 1,
(Age) since Directorships 2000 (2)

Tom Bleasdale 1992 Retired (formerly Chairman of the -0-
(69) Board and Chief Executive Officer,
Shore Bank & Trust Company (banking)
from 1992 to 1993). Director or
Trustee: Liberty Funds, Lemeire Co.

John V. Carberry * 1998 Senior Vice President of Liberty -0-
(52) Financial Companies, Inc. (Liberty
Financial) (formerly Managing
Director, Salomon Brothers
(investment banking) from January,
1988 to January, 1998). Director or
Trustee: Liberty Funds, Liberty
All-Star Funds.

Lora S. Collins 1992 Attorney (formerly Attorney with -0-
(64) Kramer, Levin, Naftalis & Frankel
(law) from September, 1986 to
November, 1996). Trustee: Liberty
Funds.

James E. Grinnell 1995 Private Investor since November, -0-
(70) 1988. Director or Trustee: Liberty
Funds, Liberty All-Star Funds.

Richard W. Lowry 1995 Private Investor since August, 1987. -0-
(63) Director or Trustee: Liberty Funds,
Liberty All-Star Funds.

Salvatore Macera 1998 Private Investor (formerly Executive -0-
(68) Vice President and Director of Itek
Corporation (electronics) from 1975
to 1981). Director or Trustee:
Liberty Funds and Stein Roe Variable
Investment Trust.

William E. Mayer 1994 Partner, Development Capital, LLC -0-
(59) (venture capital) (formerly Dean,
College of Business and Management,
University of Maryland (higher education)
from October, 1992 to November, 1996).
Director or Trustee: Liberty Funds,
Liberty All-Star Funds, Johns Manville,
Lee Enterprises, Premier, Rosemore.

James L. Moody, Jr. 1987 Retired (formerly Chairman of the -0-
(68) Board, Hannaford Bros. Co. (food
retailer) from May, 1984 to May, 1997
and Chief Executive Officer,
Hannaford Bros. Co. from May, 1973 to
May, 1992). Director or Trustee:
Liberty Funds, UNUM Provident
Corporation, IDEXX Laboratories,
Inc., Staples, Inc., Empire Company
Limited.

John J. Neuhauser 1987 Academic Vice President and Dean of -0-
(56) Faculties since August, 1999, Boston
College (higher education) (formerly
Dean, Boston College School of
Management (higher education) from
September, 1977 to September, 1999).
Director or Trustee: Liberty Funds,
Liberty All-Star Funds, Saucony, Inc.

Thomas E. Stitzel 1998 Business Consultant (formerly -0-
(64) Professor of Finance from 1975 to
1999 and Dean from 1977 to 1991,
College of Business, Boise State
University (higher education),
Chartered Financial Analyst. Director
or Trustee: Liberty Funds, Stein Roe
Variable Investment Trust, Farmers
and Merchants State Bank.

Robert L. Sullivan 1989 Retired (formerly Partner, KPMG Peat -0-
(72) Marwick LLP (management consulting)
from July, 1966 to June, 1985).
Trustee: Liberty Funds.

Anne-Lee Verville 1998 Consultant (formerly General Manager, -0-
(54) Global Education Industry from 1994
to 1997, and President, Applications
Solutions Division from 1991 to 1994,
IBM Corporation (global education and
global applications)). Trustee:
Liberty Funds, Enesco Group, Inc.,
National Skill Standards Board.

* Mr. Carberry is an "interested person," as defined in the Investment
Company Act of 1940 (1940 Act), because of his affiliation with Liberty
Financial (the indirect parent company of the Advisor). On February 1,
2000, Mr. Carberry beneficially owned less than 1% of the then
outstanding common shares and other securities of Liberty Financial.
(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, 2000, 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 "Liberty Funds" means Liberty Funds Trust
I, Liberty Funds Trust II, Liberty Funds Trust III, Liberty Funds Trust IV,
Liberty Funds Trust V, Liberty Funds Trust VI, Liberty Funds Trust VII, Liberty
Funds Trust VIII, Liberty Variable Investment Trust, Colonial High Income
Municipal Trust, Colonial InterMarket Income Trust I, Colonial Intermediate High
Income Fund, Colonial Investment Grade Municipal Trust, Colonial Municipal
Income Trust, Colonial Insured Municipal Fund, Colonial California Insured
Municipal Fund, Colonial New York Insured Municipal Fund, Liberty-Stein Roe
Advisor Floating Rate Advantage Fund and Colonial Investment Grade Bond Fund. In
this Proxy Statement "Liberty All-Star Funds" means Liberty Funds Trust IX,
Liberty All-Star Equity Fund and Liberty All-Star Growth Fund, Inc.

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 1,
(Age) Since Office with Fund; Principal Occupation (3) 2000 (4)

Stephen E. Gibson President of the Liberty Funds since June, -0-
(46) 1998 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 December, 1996);
Director, Chief Executive Officer and
President of Liberty Funds Group LLC (LFG)
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).

Joseph R. Palombo Vice President of the Liberty Funds since -0-
(46) 1999 April, 1999; Executive Vice President and
Director of the Advisor since April, 1999;
Executive Vice President and Chief
Administrative Officer of LFG since April,
1999 (formerly Chief Operating Officer,
Putnam Mutual Funds from 1994 to 1998).

Timothy J. Jacoby Treasurer and Chief Financial Officer of the -0-
(47) 1996 Liberty Funds since October, 1996 (formerly
Controller and Chief Accounting Officer from
October, 1997 to February, 1998); Treasurer
since December, 1998 of Liberty All-Star
Funds; Senior Vice President since
September, 1996 of the Advisor; Vice
President since December, 1998 of LFG
(formerly Chief Financial Officer and
Treasurer from December, 1998 to December,
1999 of LFG; 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 -0-
(35) 1998 the Liberty Funds since February, 1998;
Controller since December, 1998 of Liberty
All-Star Funds; Vice President of the
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).

Nancy L. Conlin Secretary of the Liberty Funds since April, -0-
(46) 1998 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 Clerk from July, 1994
to April, 1998); Vice President - Legal,
General Counsel and Secretary of LFG 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).

(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 1, 2000, 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, 1999 and the calendar year ended
December 31, 1999, 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, 1999 December 31, 1999 (6)
- ------- ----------------------- ---------------------

Robert J. Birnbaum (7) $1,264 $ 97,000
Tom Bleasdale 1,329(8) 103,000(9)
John V. Carberry (10) N/A N/A
Lora S. Collins 1,251 96,000
James E. Grinnell 1,303 100,000
Richard W. Lowry 1,263 97,000
Salvatore Macera 966 95,000
William E. Mayer 1,261 101,000
James L. Moody, Jr. 1,176(11) 91,000(12)
John J. Neuhauser 1,321 101,252
Thomas E. Stitzel 966 95,000
Robert L. Sullivan 1,351 104,100
Anne-Lee Verville 1,238(13) 96,000(14)

(5) The Fund does not currently provide pension or retirement plan benefits
to the Trustees.

(6) At December 31, 1999, the Fund Complex consisted of 51 open-end and 8
closed-end management investment portfolios in the Liberty Funds Group
- Boston and 12 open-end management investment portfolios in the
Liberty Variable Investment Trust (LVIT) (together, the Fund Complex).

(7) Retired as Trustee of the Fund on December 31, 1999.

(8) Includes $670 payable in later years as deferred compensation.

(9) Includes $52,000 payable in later years as deferred compensation.

(10) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.

(11) Total compensation of $1,176 for the fiscal year ended November 30,
1999 will be payable in later years as deferred compensation.

(12) Total compensation of $91,000 for the calendar year ended December 31,
1999 will be payable in later years as deferred compensation.

(13) Total compensation of $1,238 for the fiscal year ended November 30,
1999 will be payable in later years as deferred compensation.

(14) Total compensation of $96,000 for the calendar year ended December 31,
1999 will be payable in later years as deferred compensation.

For the calendar and fiscal year ended December 31, 1999, some of the Trustees
received the following compensation in their capacities as trustees or directors
of the Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc. and
Liberty Funds Trust IX (together, Liberty All-Star Funds) (15):

Total Compensation from the
Liberty All-Star Funds for the Calendar
Trustee Year Ended December 31, 1999 (16)
- ------- ----------------------------

Robert J. Birnbaum(17) $25,000
John V. Carberry (17)(18) N/A
James E. Grinnell(17) 25,000
Richard W. Lowry(17) 25,000
William E. Mayer (17) 25,000
John J. Neuhauser (17) 25,000

(15) The Funds do not currently provide pension or retirement plan benefits
to the Trustees.

(16) 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).

(17) Elected by the sole Trustee of Liberty Funds Trust IX on December 17,
1998.

(18) Does not receive compensation because he is an affiliated Trustee and
employee of Liberty Financial.

MEETINGS AND COMMITTEES.

During the Fund's fiscal year ended November 30, 1999, the Board of
Trustees held six meetings.

The Audit Committee of the Liberty Funds, consisting of Messrs.
Bleasdale, Grinnell, Lowry, Moody, Neuhauser and Sullivan and as of April, 1999,
Mr. Macera and Ms. Verville, met four times during the Fund's fiscal year ended
November 30, 1999. 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 Liberty Funds, consisting of Ms.
Collins and Messrs. Birnbaum, Grinnell, Neuhauser and Stitzel, met two times
during the Fund's fiscal year ended November 30, 1999. The Compensation
Committee reviews compensation of the Trustees.

The Governance Committee of the Liberty Funds, consisting of Messrs.
Bleasdale, Lowry, Mayer, Moody and Sullivan and as of April, 1999, Ms. Verville
met four times during the Fund's fiscal year ended November 30, 1999. 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, 1999, 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

With respect to the election of Ms. Collins and Messrs. Carberry, Lowry
and Neuhauser, the affirmative vote of a plurality of the holders of the Common
Shares and Preferred Shares, voting together as a single class, present at the
meeting in person or by proxy is required for the election of each such Trustee.
With respect to the election of Messrs. Macera and Stitzel, the affirmative vote
of a plurality of the holders of Preferred Shares present at the meeting in
person or by proxy is required for the election of each such Trustee.

DESCRIPTION OF THE ADVISOR

The Advisor is a wholly-owned subsidiary of LFG, 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, 2000 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 holders
of Common Shares and Preferred Shares, voting together as a single class,
present at the meeting in person or by proxy.

3. OTHER MATTERS AND DISCRETION OF PROXY HOLDERS 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
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 24, 2000, 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 any class 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, 1999, 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 2001 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, 2000.

SHAREHOLDERS ARE URGED TO VOTE, SIGN AND MAIL THEIR PROXIES IMMEDIATELY.

[THIS PAGE INTENTIONALLY LEFT BLANK.]

COLONIAL MUNICIPAL INCOME TRUST

MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned shareholder hereby appoints William J. Ballou, Suzan M. Barron,
Nancy L. Conlin, Stephen E. Gibson, Timothy J. Jacoby, Joseph R. Palombo and
Vincent Pietropaolo, 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
Monday, April 24, 2000, 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 SIX TRUSTEES. (Item 1 of the Notice)

John V. Carberry Richard W. Lowry John J. Neuhauser
Lora S. Collins Salvatore Macera Thomas E. Stitzel

/ / 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?
- ------------------------------ -------------------------------
- ------------------------------ -------------------------------
- ------------------------------ -------------------------------