UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

   CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

                  Investment Company Act file number 811-4992
                                                     --------

                         Colonial Municipal Income Trust
                ------------------------------------------------
               (Exact name of registrant as specified in charter)

                One Financial Center, Boston, Massachusetts 02111
                -------------------------------------------------
               (Address of principal executive offices) (Zip code)

                            Vincent Pietropaolo, Esq.
                         Columbia Management Group, Inc.
                              One Financial Center
                                Boston, MA 02111
                      -------------------------------------
                     (Name and address of agent for service)

       Registrant's telephone number, including area code: 1-617-772-3698

                   Date of fiscal year end: November 30, 2005
                                            -----------------

                   Date of reporting period: November 30, 2005
                                             -----------------

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.



ITEM 1. REPORTS TO STOCKHOLDERS



                                [GRAPHIC OMITTED]

COLONIAL MUNICIPAL INCOME TRUST    ANNUAL REPORT

 NOVEMBER 30, 2005


-----------------------------
Not FDIC | May Lose Value
           ------------------
Insured  | No Bank Guarantee
-----------------------------




PRESIDENT'S MESSAGE

The views expressed in the President's Letter and Portfolio Manager's Report
reflect current views of the respective parties. These views are not guarantees
of future performance and involve certain risks, uncertainties and assumptions
that are difficult to predict so actual outcomes and results may differ
significantly from the views expressed. These views are subject to change at any
time based upon economic, market or other conditions and the respective parties
disclaim any responsibility to update such views. These views may not be relied
on as investment advice and, because investment decisions for a Colonial Fund
are based on numerous factors, may not be relied on as an indication of trading
intent on behalf of any particular Colonial Fund. References to specific company
securities should not be construed as a recommendation or investment advice.

Dear Shareholder:

The US financial markets withstood a host of unfavorable factors to deliver a
year of positive investment returns. Record energy prices took a significant
bite out of household budgets and raised operating costs for industry. Higher
short-term interest rates made borrowing more expensive. Two catastrophic
hurricanes exacted an enormous personal toll from Americans living in the Gulf
Coast: the storms claimed lives, disrupted energy flows and dealt a sharp blow
to local job markets. Yet, the US economy moved ahead at a healthy pace during
the 12-month period that began December 1, 2004 and ended November 30, 2005.

FIXED INCOME MARKETS DELIVERED MODEST GAINS

In this environment, the US fixed income markets delivered positive but modest
returns. Short-term interest rates rose steadily as the Federal Reserve Board
raised a key intrabank lending rate. Longer-term rates remained low during most
of the year. However, the yield on the 10-year US Treasury note, a bellwether
for the bond market edged up to 4.5% by the end of this reporting period. In
this environment, most domestic bond market sectors delivered low single-digit
returns. Generally, high-yield bonds continued to perform well despite a setback
in the spring, when bonds of certain high profile companies were downgraded.
However, municipal bonds generally performed better than high yield bonds--even
before accounting for their tax-exempt status--as state revenues increased and
budgets stabilized.

In the pages that follow, your fund's manager discusses key factors that
influenced performance. We urge you to read this report carefully and discuss
any questions you might have with your financial advisor.

As always, we thank you for choosing Colonial Funds.

Sincerely,


/s/ Christopher L. Wilson

Christopher L. Wilson
President, Columbia Funds

Christopher L. Wilson is Head of Mutual Funds for Columbia Management and
President of Columbia Funds, responsible for the day-to-day delivery of mutual
fund services to the firm's investors. With the exception of distribution, Chris
oversees all aspects of the mutual fund services operation, including treasury,
investment accounting and shareholder and broker services.

Chris joined Bank of America in August 2004.




--------------------------------------------------------------------------------
PORTFOLIO MANAGER'S REPORT
--------------------------------------------------------------------------------

For the 12-month period ended November 30, 2005, Colonial Municipal Income Trust
generated a total return of 1.36%, based on its market price. The trust returned
8.14%, based on investment at net asset value. That was just short of the 8.35%
average return of the Lipper High Yield Municipal Debt Funds Category. 1 The
trust came out ahead of the 7.88% average return of a customized peer group
consisting of nine leveraged closed-end, high-yield municipal funds. We avoided
several issues that had significant credit and price deterioration, which aided
performance. In addition, the trust was well positioned for rising interest
rates. A smaller stake in the airline and tobacco sectors compared to the
customized peer group hampered relative returns in the first half of the period
when these issues did well. However, this positioning aided performance in the
second half of the period as bankruptcies plagued the airline sector and tobacco
bonds stalled.

STRONG SECURITY SELECTION AMONG AIRLINES

Returns on airline bonds varied widely, depending on the issuer. Bonds issued by
US Airways, Inc. (0.2% of total investments) 2 were among the top contributors
to the trust's performance. The airline's outlook improved after the company
emerged from bankruptcy in September and merged with America West Airlines, Inc.
(which was not in the portfolio). In addition, investments in bonds issued by
Continental Airlines, Inc. and American Airlines, Inc. (0.5% and 0.5% of total
investments, respectively) performed well. We believe that the trust's stake in
bonds issued by Northwest Airlines, Inc. (0.3% of total investments) and Delta
Air Lines, Inc. was lower than the average fund in its peer group. Both
companies filed for bankruptcy during the period, causing their credit quality
and bond prices to deteriorate. We sold the trust's stake in Delta before the
bonds dropped in value but held onto Northwest Airlines bonds, issued for their
facilities in Minneapolis, because of the importance of that hub to their
business. Since the bankruptcy, the airline has been making interest payments on
these bonds.

DISAPPOINTING RETURNS FROM SPECIFIC ISSUES

The trust experienced several disappointments from individual issues. Bonds
issued for Westbridge Apartments, a multi-family housing project in South
Carolina, detracted from performance. These bonds suffered when the project lost
some government contracts, and we sold them at a loss. In addition, bonds that
had been issued by Capital Trust Agency in Florida on behalf of the Seminole
tribe were redeemed before their due dates. These bonds were called at 108 when
the tax-exempt status of the bonds was called into question by the IRS. This
resulted in a loss of some of the premium price at which they were priced in the
trust. Bonds issued by a Gary, Indiana, nursing home (0.3% of total investments)
also hurt performance, as the issuer's credit quality deteriorated and the
bond's price fell.

(sidebar)

PRICE PER SHARE AS OF 11/30/05 ($)

Market price                         5.36
-----------------------------------------
Net asset value                      5.76
-----------------------------------------

1-YEAR TOTAL RETURN
AS OF 11/30/05 (%)*

Market price                         1.36
-----------------------------------------
Net asset value                      8.14
-----------------------------------------
Lipper High Yield Municipal
Debt Funds Category average          8.35
-----------------------------------------
All returns shown assume reinvestment
of distributions.

DISTRIBUTIONS DECLARED
PER COMMON SHARE
12/01/04 - 11/30/05 ($)

                                     0.38
-----------------------------------------

A portion of the trust's income may be subject to the alternative minimum tax.
The trust may at times purchase tax exempt securities at a discount from their
original issue price. Some or all of this discount may be included in the
trust's ordinary income, and any market discount is taxable when distributed.

TOP 5 SECTORS AS OF 11/30/05 (%)

Hospitals                            10.9
-----------------------------------------
Continuing care retirement            9.6
-----------------------------------------
Refunded/escrowed                     8.2
-----------------------------------------
Multi-family                          6.7
-----------------------------------------
Special property tax                  5.2
-----------------------------------------

QUALITY BREAKDOWN
AS OF 11/30/05 (%)

AAA                                  27.7
-----------------------------------------
AA                                    2.4
-----------------------------------------
A                                     6.8
-----------------------------------------
BBB                                  22.7
-----------------------------------------
BB                                    4.6
-----------------------------------------
B                                     1.3
-----------------------------------------
CCC                                   0.3
-----------------------------------------
Non-rated                            33.7
-----------------------------------------
Cash equivalents                      0.5
-----------------------------------------

Sector and quality breakdowns are calculated as a percentage of total
investments and net assets, respectively. Ratings shown in the quality
breakdowns represent the rating assigned to a particular bond by one of the
following nationally recognized rating agencies: Standard & Poor's, a division
of The McGraw-Hill Companies, Inc., Moody's Investors Service, Inc. or Fitch
Ratings, Ltd.

Ratings are relative and subjective and are not absolute standards of quality.
The trust's credit quality does not remove market risk. The majority of the
bonds that are non-rated are considered by the advisor to be of non-investment
grade quality.

Because the trust is actively managed, there is no guarantee that the trust will
continue to invest in these sectors or maintain these quality breakdowns in the
future.

______________________

1     Lipper Inc., a widely respected data provider in the industry, calculates
      an average total return (assuming reinvestment of distributions) for
      mutual funds with investment objectives similar to those of the fund.
      Lipper makes no adjustment for the effect of sales loads.

2     Holdings are disclosed as of November 30, 2005, and are subject to change.

*     See page 24 for long term total returns based on market price.

                                                                             | 1




--------------------------------------------------------------------------------
PORTFOLIO MANAGER'S REPORT (CONTINUED)
--------------------------------------------------------------------------------

THE TRUST'S DIVIDEND YIELD DECLINED

The trust's dividend yield declined over the 12-month reporting period,
as rising short-term interest rates eroded some of the income the trust derives
from leverage. The trust's leverage comes from its preferred shares, which were
issued in 1999 to allow the trust to borrow against its underlying investments.
We invest the proceeds from the preferred shares in longer maturity,
higher-yielding bonds, and then pay out to preferred shareholders a short-term
rate influenced by the federal funds rate. The federal funds rate is the rate
banks charge each other for overnight loans. As the fed funds rate climbed, the
payout rate to preferred shareholders rose, reducing the income available to the
common shareholders. The trust's leverage, however, continued to give the common
shareholders a higher dividend payment than would have been available without
it.

LOOKING AHEAD

While the Federal Reserve Board (the Fed) may be nearing the end of its interest
rate hikes, we believe it will raise the federal funds rates several more times
in 2006. While short-term rates may continue to climb, we expect long-term
interest rates to stay near current levels. The Fed's vigilant stance on
inflation should keep long-term rates from rising. However, since yields on
long-term bonds are currently only slightly higher than short-term yields, we
also believe a significant drop in long-term yields is unlikely. Although the
yield differential between high and low quality issues has narrowed
substantially, we feel demand for high-yield securities has the potential to
remain strong, which should help the sector.


/s/ Maureen G. Newman

Maureen G. Newman has been the portfolio manager of Colonial Municipal Income
Trust since August 1998. Ms. Newman has managed various other municipal funds
for Columbia Management Advisors, LLC or its predecessors or affiliate
organizations since May 1996.

SHARES OF CLOSED-END FUNDS FREQUENTLY TRADE AT A DISCOUNT TO NET ASSET VALUE.
THE PRICE OF THE TRUST'S SHARES IS DETERMINED BY A NUMBER OF FACTORS, SEVERAL OF
WHICH ARE BEYOND THE CONTROL OF THE TRUST. THEREFORE, THE TRUST CANNOT PREDICT
WHETHER ITS SHARES WILL TRADE AT, BELOW OR ABOVE NET ASSET VALUE.

Investing in fixed-income securities may involve certain risks, including the
credit quality of individual issuers, possible prepayments, market or economic
developments and yield and share price fluctuations due to changes in interest
rates. When interest rates go up, bond prices typically drop, and vice versa.

Investing in high-yield or "junk" bonds offers the potential for higher income
than investments in investment-grade bonds, but also has a higher degree of
risk. Changes in economic conditions or other circumstances may adversely affect
a high-yield bond issuer's ability to make timely principal and interest
payments.

Tax-exempt investing offers current tax-exempt income, but it also involves
special risks. The value of the trust shares will be affected by interest rate
changes and the creditworthiness of issues held in the trust. Interest income
from certain tax-exempt bonds may be subject to certain state and local taxes
and, if applicable, the alternative minimum tax. Capital gains are not exempt
from income taxes.

2 |




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS - 152.1%                               PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
EDUCATION - 6.4%
EDUCATION - 5.4%
MI Southfield Economic Development
   Corp., Lawrence University,
   Series 1998 A,
      5.400% 02/01/18                                  750,000          767,685
NC Capital Facilities Finance Authority,
   Meredith College,
   Series 2001,
   Insured: AMBAC
      5.125% 06/01/15                                1,000,000        1,065,010
PA Higher Education Facilities
   Authority, Philadelphia University,
   Series 2004 A,
      5.125% 06/01/25                                  570,000          568,951
VT Educational & Health Buildings
   Finance Agency, Norwich University,
   Series 1998,
      5.500% 07/01/21                                1,000,000        1,028,090
WV Higher Education Policy
   Commission, Series 2004 B,
   Insured: FGIC
      5.000% 04/01/34                                4,745,000        4,884,835
WV University,
   Series 2000 A,
   Insured: AMBAC
      (a) 04/01/25                                     750,000          296,363
                                                                   ------------
                                               Education Total        8,610,934
                                                                   ------------
PREP SCHOOL - 1.0%
CA Statewide Communities
   Development Authority, Crossroads
   School for Arts & Sciences,
   Series 1998,
      6.000% 08/01/28(b)                             1,070,000        1,107,236
MA Industrial Finance Agency,
   St. John's High School,
   Series 1998,
      5.350% 06/01/28                                  200,000          205,674
MI Summit Academy North,
   Series 2005,
      5.500% 11/01/35                                  250,000          241,873
                                                                   ------------
                                             Prep School Total        1,554,783
                                                                   ------------
                                               EDUCATION TOTAL       10,165,717
                                                                   ------------
-------------------------------------------------------------------------------
HEALTH CARE - 41.7%
CONTINUING CARE RETIREMENT - 14.9%
CA La Verne,
   Brethren Hillcrest Homes,
   Series 2003 B,
      6.625% 02/15/25                                  525,000          571,420
CA Statewide Community
   Development Authority,
   Eskaton Village - Grass Valley,
   Series 2000,
      8.250% 11/15/31(b)                               725,000          820,548

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
CO Health Facilities Authority,
   Covenant Retirement Communities,
   Inc., Series 2005,
      5.000% 12/01/35                                1,100,000        1,061,093
CT Development Authority,
   Elim Park Baptist, Inc.,
   Series 2003,
      5.850% 12/01/33                                  430,000          450,571
FL Capital Projects Finance Authority,
   Glenridge on Palmer Ranch,
   Series 2002 A,
      8.000% 06/01/32                                  500,000          554,660
FL Lee County Industrial Development
   Authority, Shell Point Village,
   Series 1999 A,
      5.500% 11/15/29                                  400,000          403,016
GA Fulton County Residential Care
   Facilities Authority, Canterbury
   Court, Series 2004 A,
      6.125% 02/15/26                                  500,000          508,015
GA Savannah Economic Development
   Authority, Marshes of Skidaway,
   Series 2003 A,
      7.400% 01/01/34                                  350,000          368,148
IL Health Facilities Authority:
   Lutheran Senior Ministries,
   Series 2001,
      7.375% 08/15/31                                  650,000          688,733
   Washington & Jane Smith Community,
   Series 2003 A,
      7.000% 11/15/32                                  525,000          549,696
KS Manhattan,
   Meadowlark Hills Retirement Home,
   Series 1999 A,
      6.375% 05/15/20                                  250,000          257,970
MA Boston Industrial Development
   Financing Authority,
   Springhouse, Inc.,
   Series 1998,
      5.875% 07/01/20                                  235,000          237,731
MA Development Finance Agency,
   Loomis Communities:
   Series 1999 A,
      5.625% 07/01/15                                  250,000          252,928
   Series 2002 A,
      6.900% 03/01/32                                  125,000          135,178
MD Westminster Economic
   Development Authority,
   Carroll Lutheran Village, Inc.,
   Series 2004 A,
      6.250% 05/01/34                                  500,000          516,545
MO Cole County Industrial
   Development Authority,
   Lutheran Senior Services,
   Series 2004,
      5.500% 02/01/35                                  750,000          774,690

See Accompanying Notes to Financial Statements.                              | 3




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
HEALTH CARE (CONTINUED)
CONTINUING CARE RETIREMENT (CONTINUED)
NC Medical Care Commission,
   United Methodist Retirement
   Home, Inc.,
   Series 2005 C,
      5.250% 10/01/24                                  500,000          500,615
NH Higher Educational & Health
   Facilities Authority,
   Rivermead at Peterborough,
   Series 1998,
      5.750% 07/01/28                                1,100,000        1,100,693
NJ Economic Development Authority:
   Lions Gate,
   Series 2005 A:
      5.750% 01/01/25                                  400,000          407,192
      5.875% 01/01/37                                  300,000          303,912
   Seabrook Village, Inc.,
   Series 2000 A,
      8.250% 11/15/30                                  700,000          775,985
   Winchester Gardens,
   Series 2004 A,
      5.750% 11/01/24                                  500,000          522,305
PA Chartiers Valley Industrial &
   Commercial Development Authority:
   Asbury Health Center,
   Series 1999,
      6.375% 12/01/24                                1,000,000        1,020,660
   Friendship Village of South Hills,
   Series 2003 A,
      5.750% 08/15/20                                1,000,000        1,020,950
PA Delaware County Authority,
   Dunwoody Village,
   Series 2003 A,
      5.375% 04/01/17                                  400,000          420,616
PA Lancaster Industrial Development
   Authority, Garden Spot Village,
   Series 2000 A,
      7.625% 05/01/31                                  325,000          350,376
PA Montgomery County Industrial
   Development Authority,
   Whitemarsh Continuing Care
   Retirement Community,
   Series 2005:
      6.125% 02/01/28                                  150,000          156,615
      6.250% 02/01/35                                  600,000          627,396
PA Westmoreland County Industrial
   Development Authority,
   Redstone Highlands,
   Series 2005 A:
      5.750% 01/01/26                                1,250,000        1,269,675
      5.875% 01/01/32                                  600,000          607,350
TN Johnson City Health & Educational
   Facilities Authority,
   Appalachian Christian Village,
   Series 2004 A,
      6.250% 02/15/32                                  250,000          251,945

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
TN Metropolitan Government
   Nashville & Davidson County,
   Blakeford at Green Hills,
   Series 1998,
      5.650% 07/01/24                                  575,000          567,025
TN Shelby County Health, Educational
   & Housing Facilities Board,
   Germantown Village,
   Series 2003 A,
      7.250% 12/01/34                                  300,000          314,238
TX Abilene Health Facilities
   Development Corp.,
   Sears Methodist Retirement Center:
   Series 1998 A,
      5.900% 11/15/25                                  750,000          755,767
   Series 2003 A,
      7.000% 11/15/33                                  200,000          215,072
TX Houston Health Facilities
   Development Corp.,
   Buckingham Senior Living
   Community, Inc.,
   Series 2004 A,
      7.000% 02/15/26                                  500,000          545,650
VA Virginia Beach Development
   Authority, Westminster-Canterbury
   of Hampton,
   Series 2005,
      5.250% 11/01/26                                  450,000          455,170
WI Health & Educational Facilities
   Authority:
   Attic Angel Obligated Group,
   Series 1998,
      5.750% 11/15/27                                  875,000          872,777
   Clement Manor,
   Series 1998,
      5.750% 08/15/24                                1,000,000          994,000
   Eastcastle Place, Inc.,
   Series 2004,
      6.125% 12/01/34                                  300,000          303,969
   Three Pillars Senior Living
   Communities,
   Series 2003,
      5.750% 08/15/26                                  500,000          511,820
   United Lutheran Program for
   the Aging,
   Series 1998,
      5.700% 03/01/28                                  750,000          746,175
                                                                   ------------
                              Continuing Care Retirement Total       23,768,890
                                                                   ------------
HEALTH SERVICES - 2.8%
CO Health Facilities Authority,
   National Jewish Medical &
   Research Center,
   Series 1998:
      5.375% 01/01/16                                1,500,000        1,526,310
      5.375% 01/01/23                                  340,000          341,839

4 |                              See Accompanying Notes to Financial Statements.




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
HEALTH CARE (CONTINUED)
HEALTH SERVICES (CONTINUED)
MA Development Finance Agency,
   Boston Biomedical Research Institute,
   Series 1999,
      5.650% 02/01/19                                  620,000          636,833
MA Health & Educational Facilities
   Authority, Civic Investments, Inc.,
   Series 2002 A,
      9.000% 12/15/15                                  750,000          911,625
MN Minneapolis & St. Paul Housing
   & Redevelopment Authority,
   Healthpartners Obligated Group,
   Series 2003,
      5.625% 12/01/22                                  200,000          212,222
WI Health & Educational Facilities
   Authority, Blood Center of
   Southeastern Wisconsin,
   Series 2004,
      5.750% 06/01/34                                  750,000          787,995
                                                                   ------------
                                         Health Services Total        4,416,824
                                                                   ------------
HOSPITALS - 16.8%
AR Conway Health Facilities Board,
   Conway Regional Medical Center:
   Series 1999 A,
      6.400% 08/01/29                                  350,000          373,415
   Series 1999 B,
      6.400% 08/01/29                                  850,000          906,865
AR Washington County,
   Regional Medical Center,
   Series 2005 B,
      5.000% 02/01/30                                  600,000          592,500
CA Rancho Mirage Joint Powers
   Financing Authority,
   Eisenhower Medical Center,
   Series 2004,
      5.625% 07/01/29                                  750,000          780,765
CA Turlock Health Facilities
   Authority, Emanuel Medical
   Center, Inc.,
   Series 2004,
      5.375% 10/15/34                                1,000,000        1,008,920
CO Health Facilities Authority:
   Evangelical Lutheran Good
   Samaritan Foundation,
   Series 2005,
      5.000% 06/01/35                                  250,000          249,845
   Parkview Medical Center,
   Series 2004,
      5.000% 09/01/25                                  550,000          553,822
   Vail Valley Medical Center,
   Series 2004,
      5.000% 01/15/20                                  500,000          510,255
FL Orange County Health Facilities
   Authority, Orlando Regional
   Healthcare System,
   Series 2002,
      5.750% 12/01/32                                  150,000          158,117

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
FL South Lake County Hospital District,
   South Lake Hospital, Inc.,
   Series 2003,
      6.375% 10/01/34                                  250,000          268,123
FL West Orange Healthcare District,
   Series 2001 A,
      5.650% 02/01/22                                  400,000          419,552
IL Health Facilities Authority,
   Thorek Hospital & Medical Center,
   Series 1998,
      5.375% 08/15/28                                  500,000          507,110
IL Southwestern Development
   Authority, Anderson Hospital,
   Series 1999:
      5.375% 08/15/15                                  500,000          516,675
      5.500% 08/15/20                                  550,000          566,186
IN Health Facility Financing Authority,
   Community Foundation of
   Northwest Indiana, Inc.,
   Series 2004 A,
      6.000% 03/01/34                                  425,000          446,526
LA Public Facilities Authority,
   Touro Infirmary,
   Series 1999 A:
      5.500% 08/15/19                                  250,000          244,800
      5.625% 08/15/29                                  525,000          508,594
MA Health & Educational Facilities
   Authority:
   Jordan Hospital,
   Series 2003 E,
      6.750% 10/01/33                                  250,000          271,308
   Milford - Whitinsville
   Regional Hospital:
   Series 1998 C,
      5.250% 07/15/18                                  500,000          501,170
   Series 2002 D,
      6.350% 07/15/32                                  250,000          263,198
MD Health & Higher Educational
   Facilities Authority,
   Adventist Healthcare,
   Series 2003 A:
      5.000% 01/01/16                                  365,000          371,296
      5.750% 01/01/25                                  400,000          419,732
MI Dickinson County,
   Series 1999,
      5.700% 11/01/18                                  770,000          784,222
MI Flint Hospital Building Authority,
   Hurley Medical Center,
   Series 1998 A,
      5.375% 07/01/20                                  460,000          461,642
MN St. Paul Housing & Redevelopment
   Authority, HealthEast, Inc.,
   Series 2001 A,
      5.700% 11/01/15                                2,000,000        2,060,440

See Accompanying Notes to Financial Statements.                              | 5




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
HEALTH CARE (CONTINUED)
HOSPITALS (CONTINUED)
NH Higher Educational & Health
   Facilities Authority:
   Catholic Medical Center,
   Series 2002,
      6.125% 07/01/32                                  200,000          211,334
   Littleton Hospital Association, Inc.:
   Series 1998 A:
      5.900% 05/01/18                                  500,000          511,950
      6.000% 05/01/28                                  625,000          640,637
   Series 1998 B,
      5.900% 05/01/28                                  675,000          687,676
NJ Health Care Facilities Authority,
   Capital Health Systems, Inc.,
   Series 2003 A,
      5.750% 07/01/23                                  500,000          532,170
NV Henderson Healthcare Facilities
   Authority, Catholic Healthcare West,
   Series 1998,
      5.375% 07/01/26                                  500,000          510,945
NY Dormitory Authority:
   Mount Sinai Hospital New York
   University Center,
   Series 2000:
      5.500% 07/01/26                                  175,000          177,324
      5.500% 07/01/26                                  575,000          582,665
   North Shore - Long Island Jewish
   Medical Center,
   Series 2003,
      5.500% 05/01/33                                  200,000          209,114
OH Highland County Joint Township
   Hospital District,
   Series 1999,
      6.750% 12/01/29                                  705,000          719,170
OH Lakewood Hospital
   Improvement District,
   Lakewood Hospital Association,
   Series 2003,
      5.500% 02/15/14                                  400,000          427,764
OH Miami County Hospital Facilities
   Authority, Upper Valley Medical
   Center, Inc.,
   Series 1996 A,
      6.250% 05/15/16                                  665,000          683,806
OH Sandusky County,
   County Memorial Hospital,
   Series 1998,
      5.150% 01/01/08                                  270,000          272,857
PA Allegheny County Hospital
   Development Authority,
   Ohio Valley General Hospital,
   Series 1998 A,
      5.450% 01/01/28                                1,050,000        1,063,587

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
SC Jobs Economic Development
   Authority, Bon Secours Health
   Systems, Inc.,
   Series 2002 A,
      5.500% 11/15/23                                1,250,000        1,308,737
SC Lexington County Health Services
   District, Lexington Medical Center,
   Series 2003,
      5.500% 11/01/23                                  750,000          787,747
SD Health & Educational Facilities
   Authority, Sioux Valley Hospital
   & Health System,
   Series 2004 A,
      5.250% 11/01/34                                  525,000          539,884
TX Tyler Health Facilities Development
   Corp., Mother Frances Hospital,
   Series 2001,
      6.000% 07/01/31                                  750,000          787,320
VA Prince William County Industrial
   Development Authority,
   Potomac Hospital Corp.,
   Series 2003,
      5.200% 10/01/30                                  350,000          361,351
VT Educational & Health Buildings
   Finance Agency, Brattleboro
   Memorial Hospital,
   Series 1998,
      5.375% 03/01/28                                  500,000          495,155
WI Health & Educational Facilities
   Authority:
   Aurora Health Care, Inc.,
   Series 2003,
      6.400% 04/15/33                                  350,000          381,511
   Fort Healthcare, Inc.,
   Series 2004,
      6.100% 05/01/34                                  750,000          797,775
   Wheaton Franciscan Services,
   Series 2002,
      5.750% 08/15/30                                  450,000          475,754
                                                                   ------------
                                               Hospitals Total       26,911,311
                                                                   ------------
INTERMEDIATE CARE FACILITIES - 0.6%
IN Health Facilities Financing Authority,
   Hoosier Care, Inc.,
   Series 1999 A,
      7.125% 06/01/34                                1,045,000          957,722
                                                                   ------------
                            Intermediate Care Facilities Total          957,722
                                                                   ------------
NURSING HOMES - 6.6%
AK Juneau St. Ann's Care Center, Inc.,
   Series 1999,
      6.875% 12/01/25                                1,000,000          974,800
CO Health Facilities Authority:
   American Housing Foundation I, Inc.,
   Series 2003 A,
      8.500% 12/01/31                                  540,000          563,522
   Volunteers of America Care Facilities,
   Series 1998 A:
      5.450% 07/01/08                                  145,000          145,242
      5.750% 07/01/20                                  700,000          710,703
   Series 1999 A,
      6.000% 07/01/29                                  350,000          351,260

6 |                              See Accompanying Notes to Financial Statements.




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
HEALTH CARE (CONTINUED)
NURSING HOMES (CONTINUED)
IA Finance Authority,
   Care Initiatives:
   Series 1996,
      9.250% 07/01/25                                  960,000        1,145,626
   Series 1998 B:
      5.750% 07/01/18                                  550,000          544,715
      5.750% 07/01/28                                1,475,000        1,355,908
IN Gary, West Side Health Care
   Center,
   Series 1987 A,
      11.500% 10/01/17(c)                            2,230,000          669,000
IN Michigan City Health Facilities
   Authority, Metro Health Foundation, Inc.,
   Series 1993,
      11.000% 11/01/22(c)(d)                         3,346,355              335
KY Kentucky Economic Development
   Finance Authority,
   Series 2003,
      6.500% 01/01/29                                  395,000          400,660
MA Development Finance Agency:
   AHF/Alliance Health Care Facilities,
   Series 1999 A,
      7.100% 07/01/32                                1,120,000        1,131,973
   AHF/Woodlawn Manor, Inc.:
   Series 2000 A,
      7.750% 12/01/27                                  364,000          196,764
   Series 2000 B,
      10.250% 06/01/27(c)                              113,186            5,659
MA Industrial Finance Agency, First
   Mortgage GF/Massachusetts, Inc.,
   Series 1994 A,
      8.300% 07/01/23                                  855,000          855,804
MI Cheboygan County Economic
   Development Corp.,
   Metro Health Foundation,
   Series 1993,
      11.000% 11/01/22(d)                            1,814,584              181
MN Carlton, Inter-Faith Social
   Services, Inc.,
   Series 2000,
      7.500% 04/01/19                                  250,000          264,170
MN Sartell, Foundation for Healthcare,
   Series 1999 A,
      6.625% 09/01/29                                1,025,000        1,050,031
TX Kirbyville Health Facilities
   Development Corp.,
   Heartway III,
   Series 1997 A,
      10.000% 03/20/18(c)                              539,215          161,764
                                                                   ------------
                                           Nursing Homes Total       10,528,117
                                                                   ------------
                                             HEALTH CARE TOTAL       66,582,864
                                                                   ------------

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
HOUSING - 14.9%
ASSISTED LIVING / SENIOR - 4.8%
DE Kent County,
   Heritage at Dover,
   Series 1999, AMT,
      7.625% 01/01/30                                1,195,000        1,084,331
GA Columbus Housing Authority,
   The Gardens at Calvary,
   Series 1999,
      7.000% 11/15/19                                  480,000          459,029
IL Development Finance Authority,
   Care Institute, Inc.,
   Series 1995,
      8.250% 06/01/25                                1,380,000        1,423,953
MN Roseville,
   Care Institute, Inc.,
   Series 1993,
      7.750% 11/01/23                                1,630,000        1,341,490
NC Medical Care Commission,
   DePaul Community Facilities,
   Series 1999,
      7.625% 11/01/29                                  960,000        1,004,515
NY Huntington Housing Authority,
   Gurwin Jewish Senior Center,
   Series 1999 A:
      5.875% 05/01/19                                  420,000          416,422
      6.000% 05/01/29                                  650,000          640,282
TX Bell County Health Facility
   Development Corp.,
   Care Institute, Inc.,
   Series 1994,
      9.000% 11/01/24                                1,355,000        1,288,998
                                                                   ------------
                                  Assisted Living/Senior Total        7,659,020
                                                                   ------------
MULTI-FAMILY - 8.5%
DC Housing Finance Agency,
   Henson Ridge,
   Series 2004 E, AMT,
   Insured: FHA
      5.100% 06/01/37                                  655,000          662,159
DE Wilmington,
   Electra Arms Senior Association,
   Series 1998, AMT,
      6.250% 06/01/28                                  910,000          772,517
FL Broward County Housing
   Finance Authority,
   Chaves Lake Apartment,
   Series 2000 A, AMT,
      7.500% 07/01/40                                  500,000          501,110
FL Clay County Housing Finance
   Authority, Madison Commons
   Apartments,
   Series 2000 A, AMT,
      7.450% 07/01/40                                  500,000          502,530

See Accompanying Notes to Financial Statements.                              | 7




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
HOUSING (CONTINUED)
MULTI-FAMILY (CONTINUED)
MA Housing Finance Agency:
   Series 2004 A, AMT,
   Insured: FSA
      5.250% 07/01/25                                2,000,000        2,045,080
   Series 2005 B,
      5.000% 06/01/30                                  500,000          511,115
   Series 2005 E, AMT,
      5.000% 12/01/28                                  500,000          500,000
MN Washington County Housing
   & Redevelopment Authority,
   Cottages of Aspen,
   Series 1992, AMT,
      9.250% 06/01/22                                  960,000          982,330
MN White Bear Lake,
   Birch Lake Townhome:
   Series 1989 A, AMT,
      10.250% 07/15/19                               1,770,000        1,681,500
   Series 1989 B,
      (a) 07/15/19                                     624,000          185,291
NC Medical Care Commission,
   ARC Projects,
   Series 2004 A,
      5.800% 10/01/34                                  400,000          409,904
NM Mortgage Finance Authority,
   Series 2005 E, AMT,
   Insured: FHA
      4.800% 09/01/40                                1,000,000          965,040
NY New York City Housing
   Development Corp.,
   Series 2005 F-1,
      4.650% 11/01/25                                  750,000          764,918
OH Montgomery County,
   Series 2005, AMT,
      4.950% 11/01/35                                  250,000          250,185
Resolution Trust Corp.,
   Pass-Through Certificates,
   Series 1993 A,
      9.750% 12/01/16(e)                               455,481          446,690
TN Chattanooga Health, Educational
   & Housing Facility Board,
   CDFI Phase I LLC,
   Series 2005 B,
      6.000% 10/01/35                                  250,000          247,235
TN Franklin Industrial Development
   Board, Landings Apartment,
   Series 1996 B,
      8.750% 04/01/27                                  670,000          681,671
TX Affordable Housing Corp.,
   NHT/GTEX Project,
   Series 2001 C,
      10.000% 10/01/31(c)(f)                           685,000            6,850

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
TX El Paso County Housing Finance
   Corp., American Village Communities:
   Series 2000 C,
      8.000% 12/01/32                                  300,000          308,712
   Series 2000 D,
      10.000% 12/01/32                                 300,000          309,063
VA Alexandria Redevelopment &
   Housing Authority, Courthouse
   Commons Apartments,
   Series 1990 A, AMT,
      10.000% 01/01/21                               1,000,000          814,320
                                                                   ------------
                                            Multi-Family Total       13,548,220
                                                                   ------------
SINGLE-FAMILY - 1.6%
KY Kentucky County,
   Series 1987 A, AMT,
   Insured: MBIA
      9.000% 09/01/16                                   15,000           15,040
MA Housing Finance Agency,
   Series 2005 118, AMT,
      4.850% 12/01/35                                1,160,000        1,129,585
ME Housing Authority,
   Series 2005 D-2, AMT,
      4.800% 11/15/36                                  500,000          490,735
WI Housing & Economic
   Development Authority,
   Series 2005 C, AMT,
      4.875% 03/01/36                                1,000,000          975,510
                                                                   ------------
                                           Single-Family Total        2,610,870
                                                                   ------------
                                                 HOUSING TOTAL       23,818,110
                                                                   ------------
-------------------------------------------------------------------------------
INDUSTRIALS - 9.5%
FOOD PRODUCTS - 1.6%
GA Cartersville Development Authority,
   Anheuser Busch Project, Inc.,
   Series 2002, AMT,
      5.950% 02/01/32                                1,000,000        1,052,690
LA Southern Louisiana Port
   Commission,
   Cargill, Inc.,
   Series 1997,
      5.850% 04/01/17                                  500,000          514,045
MI Strategic Fund,
   Michigan Sugar Co.,
   Series 1998 A,
      6.250% 11/01/15                                1,000,000          999,930
                                                                   ------------
                                           Food Products Total        2,566,665
                                                                   ------------
FOREST PRODUCTS & PAPER - 2.4%
AL Camden Industrial Development
   Board, Weyerhaeuser Co.,
   Series 2003 B, AMT,
      6.375% 12/01/24                                  400,000          435,772
AL Courtland Industrial Development
   Board, International Paper,
   Series 1999, AMT,
      6.000% 08/01/29                                1,000,000        1,043,460

8 |                              See Accompanying Notes to Financial Statements.




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
INDUSTRIALS (CONTINUED)
FOREST PRODUCTS & PAPER (CONTINUED)
AL Phenix City Industrial
   Development Board,
   Meadwestvaco Corp.,
   Series 2002 A, AMT,
      6.350% 05/15/35                                  400,000          429,300
GA Rockdale County Development
   Authority, Visy Paper, Inc.,
   Series 1993, AMT,
      7.500% 01/01/26                                  800,000          801,432
MS Lowndes County,
   Disposal & Pollution Control,
   Weyerhaeuser Co.,
   Series 1992 B,
      6.700% 04/01/22                                  595,000          708,960
VA Bedford County Industrial
   Development Authority,
   Nekoosa Packaging Corp.,
   Series 1998, AMT,
      5.600% 12/01/25                                  400,000          376,956
                                                                   ------------
                                 Forest Products & Paper Total        3,795,880
                                                                   ------------
MANUFACTURING - 1.0%
IL Will-Kankakee Regional
   Development Authority,
   Flanders Corp.,
   Series 1997, AMT,
      6.500% 12/15/17                                  785,000          794,067
TX Trinity River Authority,
   Texas Instruments Project,
   Series 1996, AMT,
      6.200% 03/01/20                                  750,000          767,715
                                                                   ------------
                                           Manufacturing Total        1,561,782
                                                                   ------------
METALS & MINING - 0.3%
NV Department of Business & Industry,
   Wheeling-Pittsburgh Steel Corp.,
   Series 1999 A, AMT,
      8.000% 09/01/14(e)                               205,000          202,300
VA Greensville County Industrial
   Development Authority,
   Wheeling-Pittsburgh Steel Corp.,
   Series 1999 A, AMT,
      7.000% 04/01/14                                  345,000          318,094
                                                                   ------------
                                         Metals & Mining Total          520,394
                                                                   ------------
OIL & GAS - 4.2%
NJ Middlesex County Pollution
   Authority, Amerada Hess Corp.,
   Series 2004,
      6.050% 09/15/34                                  115,000          121,106
NV Clark County Industrial
   Development Authority,
   Southwest Gas Corp.,
   Series 2005 A, AMT,
   Insured: AMBAC
      4.850% 10/01/35                                5,000,000        4,938,300

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
TX Gulf Coast Industrial Development
   Authority, Citgo Petroleum,
   Series 1998, AMT,
      8.000% 04/01/28                                  375,000          421,530
VI Virgin Islands,
   Hovensa LLC,
   Series 2002, AMT,
      6.500% 07/01/21                                  250,000          281,895
VI Virgin Islands Public Finance
   Authority, Hovensa LLC:
   Series 2003, AMT,
      6.125% 07/01/22                                  425,000          464,287
   Series 2004, AMT,
      5.875% 07/01/22                                  400,000          430,384
                                                                   ------------
                                               Oil & Gas Total        6,657,502
                                                                   ------------
                                             INDUSTRIALS TOTAL       15,102,223
                                                                   ------------
-------------------------------------------------------------------------------
OTHER - 15.6%
POOL/BOND BANK - 0.8%
MI Municipal Bond Authority,
   Local Government Loan,
   Series 2001 A,
   Insured: AMBAC
      5.375% 11/01/17                                  550,000          595,518
OH Summit County Port Authority,
   Twinsburg Township,
   Series 2005 D,
      5.125% 05/15/25                                  655,000          647,913
                                                                   ------------
                                          Pool/Bond Bank Total        1,243,431
                                                                   ------------
REFUNDED/ESCROWED (G) - 12.7%
CA Golden State Tobacco
   Securitization Corp.,
   Series 2003 B,
   Pre-refunded 06/01/13,
      5.500% 06/01/43                                  500,000          553,420
CA Orange County Community
   Facilities District, Ladera Ranch,
   Series 1999 A,
   Pre-refunded 08/15/09,
      6.500% 08/15/21                                1,000,000        1,121,390
CO E-470 Public Highway Authority,
   Series 2000 B,
   Pre-refunded 09/01/10,
      (a) 09/01/35                                   8,750,000        1,109,850
CT Development Authority,
   New Haven Residuals LP,
   Series 1996, AMT,
   Escrowed to Maturity,
      8.250% 12/01/06                                  410,000          421,406
FL Northern Palm Beach County
   Improvement District,
   Series 1999,
   Pre-refunded 08/01/09,
   Insured: MBIA
      5.900% 08/01/19                                  500,000          546,030

See Accompanying Notes to Financial Statements.                              | 9




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
OTHER (CONTINUED)
REFUNDED/ESCROWED (G) (CONTINUED)
GA Forsyth County Hospital Authority,
   Georgia Baptist Health Care System,
   Series 1998,
   Escrowed to Maturity,
      6.000% 10/01/08                                  480,000          499,781
ID Health Facilities Authority,
   IHC Hospitals, Inc.,
   Series 1992,
   Escrowed to Maturity,
      6.650% 02/15/21                                2,750,000        3,481,362
IL Health Facilities Authority,
   Swedish American Hospital,
   Series 2000,
   Pre-refunded 05/15/10,
      6.875% 11/15/30                                  500,000          563,890
IL Metropolitan Pier & Exposition
   Authority, McCormick Place
   Expansion, Series 1993 A,
   Escrowed to Maturity,
   Insured: FGIC
      (a) 06/15/14                                   1,010,000          704,263
IL University of Illinois,
   Series 2001 A,
   Pre-refunded 08/15/11,
   Insured: AMBAC
      5.500% 08/15/17                                  600,000          656,694
MA Development Finance Agency,
   Western New England College,
   Series 2002,
   Pre-refunded 12/01/12,
      6.125% 12/01/32                                  200,000          229,002
NC Lincoln County,
   Lincoln County Hospital,
   Series 1991,
   Escrowed to Maturity,
      9.000% 05/01/07                                  140,000          146,523
NY Convention Center Operating
   Corp., Yale Building Project,
   Series 2003,
      (a) 06/01/08                                   1,000,000          917,040
NY New York:
   Series 1998 H,
   Escrowed to Maturity,
      5.125% 08/01/25                                  185,000          195,003
   Series 1998 H,
   Unrefunded Balance,
      5.125% 08/01/25                                4,815,000        5,026,282
PA Delaware County Authority,
   Mercy Health Corp.,
   Series 1996,
   Pre-refunded 12/15/08:
      6.000% 12/15/16                                1,400,000        1,457,330
      6.000% 12/15/26                                  500,000          519,165

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
PR Commonwealth of Puerto Rico
   Public Finance Corp.,
   Series 2002 E,
   Escrowed to Maturity,
      6.000% 08/01/26                                   80,000           97,376
TN Shelby County Health, Educational
   & Housing Facilities Board,
   Open Arms Development Centers:
   Series 1992 A,
   Pre-refunded 08/01/07,
      9.750% 08/01/19                                  435,000          494,730
   Series 1992 C,
   Pre-refunded 08/01/12,
      9.750% 08/01/19                                  440,000          500,416
TX Board of Regents,
   University of Texas,
   Series 2001 B,
   Escrowed to Maturity,
      5.375% 08/15/18                                  350,000          378,403
WV Hospital Finance Authority,
   Charleston Area Medical Center,
   Series 2000 A,
   Pre-refunded 09/01/10,
      6.750% 09/01/30                                  605,000          691,775
                                                                   ------------
                                       Refunded/Escrowed Total       20,311,131
                                                                   ------------
TOBACCO - 2.1%
CA Golden State Tobacco
   Securitization Corp.,
   Series 2003 A-1,
      6.250% 06/01/33                                1,600,000        1,736,336
NJ Tobacco Settlement
   Financing Corp.,
   Series 2003,
      6.750% 06/01/39                                1,000,000        1,115,780
WA Tobacco Settlement Authority,
   Series 2002,
      6.625% 06/01/32                                  500,000          537,055
                                                                   ------------
                                                 Tobacco Total        3,389,171
                                                                   ------------
                                                   OTHER TOTAL       24,943,733
                                                                   ------------
-------------------------------------------------------------------------------
OTHER REVENUE - 5.2%
HOTELS - 1.9%
NJ Middlesex County Improvement
   Authority, Heldrich Associates LLC,
   Series 2005 B,
      6.250% 01/01/37                                1,000,000          985,290
PA Philadelphia Authority for
   Industrial Development,
   Doubletree Project,
   Series 1997 A,
      6.500% 10/01/27                                2,000,000        2,089,580
                                                                   ------------
                                                  Hotels Total        3,074,870
                                                                   ------------

10 |                             See Accompanying Notes to Financial Statements.




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
OTHER REVENUE (CONTINUED)
RECREATION - 1.8%
CA Agua, Caliente Band
   of Cahuilla Indians,
   Series 2003,
      5.600% 07/01/13                                  775,000          804,520
CA Cabazon Band Mission Indians,
   Series 2004:
      8.375% 10/01/15(e)                               205,000          209,192
      8.750% 10/01/19(e)                               780,000          795,904
CT Mashantucket Western Pequot,
   Series 1999 B,
      (a) 09/01/18(e)                                1,100,000          548,625
CT Mohegan Tribe Gaming Authority,
   Series 2001,
      6.250% 01/01/31(e)                               200,000          211,758
NM Red River Sports Facility,
   Red River Ski Area,
   Series 1998,
      6.450% 06/01/07                                  350,000          351,222
                                                                   ------------
                                              Recreation Total        2,921,221
                                                                   ------------
RETAIL - 1.5%
LA Beauregard Parish, Office Max,
   Series 2002,
      6.800% 02/01/27                                1,000,000        1,080,740
NY New York City Industrial
   Development Agency,
   IAC/Interactive Corp.,
   Series 2005,
      5.000% 09/01/35                                  750,000          744,772
OH Lake County,
   North Madison Properties,
   Series 1993,
      8.819% 09/01/11                                  570,000          567,760
                                                                   ------------
                                                  Retail Total        2,393,272
                                                                   ------------
                                           OTHER REVENUE TOTAL        8,389,363
                                                                   ------------
-------------------------------------------------------------------------------
RESOURCE RECOVERY - 2.1%
DISPOSAL - 0.8%
CA Pollution Control Financing
   Authority, Republic Services,
   Series 2002 C, AMT,
      5.250% 06/01/23                                  500,000          522,670
UT Carbon County,
   Laidlaw Environmental:
   Series 1995 A, AMT,
      7.500% 02/01/10                                  250,000          256,345
   Series 1997 A, AMT,
      7.450% 07/01/17                                  500,000          530,345
                                                                   ------------
                                                Disposal Total        1,309,360
                                                                   ------------
RESOURCE RECOVERY - 1.3%
MA Industrial Finance Agency,
   Ogden Haverhill Associates,
   Series 1998 A, AMT,
      5.500% 12/01/13                                1,000,000        1,017,600

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
PA Delaware County Industrial
   Development Authority,
   American REF-Fuel Co.,
   Series 1997 A,
      6.200% 07/01/19                                1,000,000        1,041,960
                                                                   ------------
                                       Resource Recovery Total        2,059,560
                                                                   ------------
                                       RESOURCE RECOVERY TOTAL        3,368,920
                                                                   ------------
-------------------------------------------------------------------------------
TAX-BACKED - 25.5%
LOCAL APPROPRIATED - 1.6%
CA Compton Civic Center
   & Capital Improvements,
   Series 1997 A,
      5.500% 09/01/15                                1,000,000        1,036,770
SC Dorchester County School
   District No. 2,
   Series 2004,
      5.250% 12/01/29                                  500,000          511,885
SC Laurens County School
   District No. 55,
   Series 2005,
      5.250% 12/01/30                                  700,000          711,991
SC Newberry County School District,
   Series 2005,
      5.000% 12/01/30                                  400,000          398,868
                                                                   ------------
                                      Local Appropriated Total        2,659,514
                                                                   ------------
LOCAL GENERAL OBLIGATIONS - 7.4%
CA East Side Union High School
   District,
   Series 2003 B,
   Insured: MBIA
      5.100% 02/01/20                                  750,000          818,970
CA Fresno Unified School District,
   Series 2002 A,
   Insured: MBIA
      6.000% 02/01/18                                1,245,000        1,461,941
CA Los Angeles Unified School
   District,
   Series 2002 E,
   Insured: MBIA
      5.750% 07/01/16                                  600,000          686,526
CA Vallejo City Unified School
   District,
   Series 2002 A,
   Insured: MBIA
      5.900% 08/01/25                                1,000,000        1,175,980
CO Castle Oaks Metropolitan District,
   Series 2005,
      6.125% 12/01/35                                  500,000          492,595
LA New Orleans,
   Series 1991,
   Insured: AMBAC
      (a) 09/01/15                                   4,000,000        2,453,960
NJ Bergen County Improvement
   Authority,
   Series 2005,
      5.000% 11/15/24                                1,000,000        1,088,740

See Accompanying Notes to Financial Statements.                             | 11




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
TAX-BACKED (CONTINUED)
LOCAL GENERAL OBLIGATIONS (CONTINUED)
TX Dallas County Flood Control
   District,
   Series 2002,
      7.250% 04/01/32                                  750,000          796,995
TX Irving Independent School District,
   Series 1997 A,
   Insured: PSFG
      (a) 02/15/16                                   1,000,000          635,540
WA Clark County School District
   No. 37,
   Series 2001 C,
   Insured: FGIC
      (a) 12/01/18                                   4,000,000        2,194,720
                                                                   ------------
                               Local General Obligations Total       11,805,967
                                                                   ------------
SPECIAL NON-PROPERTY TAX - 6.4%
CA San Diego Redevelopment Agency,
   Series 2001,
   Insured: FSA
      (a) 09/01/18                                   1,015,000          569,730
IL Metropolitan Pier & Exposition
   Authority, McCormick
   Place Expansion:
   Series 1994 A,
   Insured: MBIA
      (a) 06/15/15                                   3,000,000        1,976,940
   Series 1996 A,
   Insured: MBIA
      (a) 12/15/13                                   5,000,000        3,574,300
   Series 2002 A,
   Insured: FGIC
      (a) 06/15/14                                   3,990,000        2,768,262
KS Wyandotte County Unified
   Government,
   Series 2005,
      5.000% 12/01/20                                  225,000          231,133
NJ Economic Development Authority,
   Cigarette Tax,
   Series 2004:
      5.500% 06/15/31                                  120,000          123,120
      5.750% 06/15/29                                  500,000          524,030
PR Commonwealth of Puerto Rico
   Highway & Transportation Authority,
   Series 2003 AA,
   Insured: MBIA
      5.500% 07/01/18                                  375,000          425,809
                                                                   ------------
                                Special Non-Property Tax Total       10,193,324
                                                                   ------------
SPECIAL PROPERTY TAX - 8.0%
CA Huntington Beach Community
   Facilities District,
   Grand Coast Resort,
   Series 2001-1,
      6.450% 09/01/31                                  500,000          518,715
CA Lincoln Community Facilities
   District No. 2003-1,
   Series 2004,
      5.550% 09/01/18                                  500,000          522,525

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
CA Oakdale Public Financing Authority,
   Central City Redevelopment,
   Series 2004,
      5.375% 06/01/33                                1,125,000        1,129,185
CA Orange County Improvement
   Bond Act 1915,
   Phase IV, No. 01-1-B,
   Series 2003,
      5.750% 09/02/33                                  500,000          509,955
CA Redwood City Community
   Facilities District No. 1,
   Series 2003 B,
      6.000% 09/01/33                                  300,000          309,513
CA Temecula Valley Unified School
   District No. 1,
   Series 2003,
      6.125% 09/01/33                                  355,000          364,525
CA Yorba Linda Redevelopment
   Agency,
   Series 1998 A,
   Insured: MBIA
      (a) 09/01/24                                   1,325,000          535,499
FL Celebration Community
   Development District,
   Series 2003 A,
      6.400% 05/01/34                                  740,000          778,376
FL Colonial Country Club
   Community Development District,
   Series 2003,
      6.400% 05/01/33                                  490,000          515,411
FL Double Branch Community
   Development District,
   Series 2002 A,
      6.700% 05/01/34                                  495,000          531,838
FL Heritage Palms Community
   Development District,
   Series 1999 A,
      6.250% 11/01/07                                   35,000           34,857
FL Islands at Doral Southwest
   Community Development District,
   Series 2003,
      6.375% 05/01/35                                  250,000          262,377
FL Lexington Oaks Community
   Development District,
   Series 1998 A,
      6.125% 05/01/19                                  685,000          692,699
FL Orlando,
   Conroy Road Interchange,
   Series 1998 A:
      5.500% 05/01/10                                  105,000          107,243
      5.800% 05/01/26                                  300,000          304,821
FL Seven Oaks Community
   Development District,
   Series 2004 B,
      5.000% 05/01/09                                  980,000          978,863

12 |                             See Accompanying Notes to Financial Statements.




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
TAX-BACKED (CONTINUED)
SPECIAL PROPERTY TAX (CONTINUED)
FL Stoneybrook Community
   Development District:
   Series 1998 A,
      6.100% 05/01/19                                  230,000          232,629
   Series 1998 B,
      5.700% 05/01/08                                   25,000           25,115
FL Westchester Community
   Development District No. 1,
   Series 2003,
      6.125% 05/01/35                                  275,000          284,430
GA Atlanta Eastside Project,
   Series 2005 B,
      5.400% 01/01/20                                  500,000          496,780
IL Chicago,
   Pilsen Redevelopment,
   Series 2004 B,
      6.750% 06/01/22                                  310,000          320,965
IL Lincolnshire Special Services Area
   No. 1, Sedgebrook Project,
   Series 2004,
      6.250% 03/01/34                                  250,000          260,893
IL Plano Special Service Area No. 4,
   Series 2005 5-B,
      6.000% 03/01/35                                1,500,000        1,471,710
MI Pontiac Tax Increment Finance
   Authority, Development Area No. 3,
   Series 2002,
      6.375% 06/01/31                                  450,000          480,415
MI Taylor Tax Increment Finance
   Authority,
   Series 2001,
   Insured: FSA
      5.375% 05/01/17                                1,000,000        1,072,910
                                                                   ------------
                                    Special Property Tax Total       12,742,249
                                                                   ------------
STATE APPROPRIATED - 1.2%
MI Building Authority,
   Series 2001 I,
      5.000% 10/15/24                                1,000,000        1,037,220
PR Commonwealth of Puerto Rico
   Public Finance Corp.,
   Series 2002 E,
      6.000% 08/01/26                                  820,000          961,122
                                                                   ------------
                                      State Appropriated Total        1,998,342
                                                                   ------------
STATE GENERAL OBLIGATIONS - 0.9%
CA State,
   Series 2003,
      5.250% 02/01/23                                  380,000          415,245
PR Commonwealth of Puerto Rico,
   Public Improvement,
   Series 2003 A,
      5.000% 07/01/27                                1,000,000          999,960
                                                                   ------------
                               State General Obligations Total        1,415,205
                                                                   ------------
                                              TAX-BACKED TOTAL       40,814,601
                                                                   ------------

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
TRANSPORTATION - 14.3%
AIR TRANSPORTATION - 4.4%
CA Los Angeles Regional Airport,
   LAXfuel Corp.,
   Series 2001, AMT,
   Insured: AMBAC
      5.250% 01/01/23                                  500,000          511,465
CO Denver City & County Airport,
   United Air Lines, Inc.,
   Series 1992 A, AMT,
      6.875% 10/01/32(d)                               645,000          589,401
FL Capital Trust Agency,
   Air Cargo-Orlando,
   Series 2003, AMT,
      6.750% 01/01/32                                  350,000          353,119
IN Indianapolis Airport Authority,
   FedEx Corp.,
   Series 2004, AMT,
      5.100% 01/15/17                                  500,000          516,710
MN Minneapolis & St. Paul
   Metropolitan Airports Commission,
   Northwest Airlines, Inc.:
   Series 2001 A, AMT,
      7.000% 04/01/25(h)                               800,000          502,328
   Series 2005, AMT,
      7.375% 04/01/25(h)                               250,000          160,095
NC Charlotte/Douglas International
   Airport, US Airways, Inc.:
   Series 1998, AMT,
      5.600% 07/01/27                                  250,000          166,783
   Series 2000, AMT,
      7.750% 02/01/28                                  500,000          438,875
NJ Economic Development Authority,
   Continental Airlines, Inc.,
   Series 2003, AMT,
      9.000% 06/01/33                                1,250,000        1,303,862
NY New York City Industrial
   Development Agency, Special
   Facility Terminal One Group-JFK
   International Airport,
   Series 2005, AMT,
      5.500% 01/01/21(i)                               500,000          526,070
NY New York City Industrial
   Development Authority,
   JFK International Airport,
   American Airlines, Inc.,
   Series 2002 B, AMT,
      8.500% 08/01/28                                  500,000          514,375
PA Philadelphia Authority for
   Industrial Development,
   Aero Philadelphia,
   Series 1999, AMT,
      5.250% 01/01/09                                  250,000          251,750

See Accompanying Notes to Financial Statements.                             | 13




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
TRANSPORTATION (CONTINUED)
AIR TRANSPORTATION (CONTINUED)
TX Dallas-Fort Worth International
   Airport, American Airlines, Inc.,
   Series 2000 A, AMT,
      9.000% 05/01/29                                  750,000          702,090
TX Houston Industrial Development
   Corp., United Parcel Services,
   Series 2002, AMT,
      6.000% 03/01/23                                  525,000          541,070
                                                                   ------------
                                      Air Transportation Total        7,077,993
                                                                   ------------
AIRPORTS - 2.0%
GA Augusta Airport,
   Series 2005 B, AMT,
      5.350% 01/01/28                                  215,000          216,034
TX Dallas Fort Worth International
   Airport, Series 2004 B, AMT,
   Insured: FSA
      5.000% 11/01/25                                3,000,000        3,034,320
                                                                   ------------
                                                Airports Total        3,250,354
                                                                   ------------
TOLL FACILITIES - 3.0%
CA San Joaquin Hills Transportation
   Corridor Agency,
   Series 1997 A,
   Insured: MBIA
      (a) 01/15/15                                   3,000,000        2,014,740
CO E-470 Public Highway Authority,
   Series 2000 B,
   Insured: MBIA
      (a) 09/01/18                                   3,000,000        1,665,120
CO Northwest Parkway Public
   Highway Authority,
   Series 2001 D,
      7.125% 06/15/41                                1,000,000        1,068,070
                                                                   ------------
                                         Toll Facilities Total        4,747,930
                                                                   ------------
TRANSPORTATION - 4.9%
NV Department of Business &
   Industry, Las Vegas Monorail,
   Series 2000,
      7.375% 01/01/40                                  750,000          777,525
NY Port Authority of New York
   & New Jersey,
   Series 2004, AMT,
   Insured: FSA
      5.125% 07/15/30(j)                             6,790,000        7,051,279
                                                                   ------------
                                          Transportation Total        7,828,804
                                                                   ------------
                                          TRANSPORTATION TOTAL       22,905,081
                                                                   ------------
--------------------------------------------------------------------------------
UTILITIES - 16.9%
INDEPENDENT POWER PRODUCERS - 2.6%
MI Midland County Economic
   Development Corp.,
   Series 2000 A, AMT,
      6.875% 07/23/09                                1,000,000          991,410

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
NY Port Authority of New York
   & New Jersey, KIAC Partners,
   Series 1996 IV, AMT,
      6.750% 10/01/11                                2,000,000        2,085,780
NY Suffolk County Industrial
   Development Authority,
   Nissequogue Cogeneration
   Partners Facilities,
   Series 1998, AMT,
      5.500% 01/01/23                                  550,000          539,825
PA Carbon City Industrial
   Development Authority,
   Panther Creek Partners,
   Series 2000, AMT,
      6.650% 05/01/10                                  130,000          139,127
PR Commonwealth of Puerto Rico
   Industrial, Tourist, Educational,
   Medical & Environmental
   Cogeneration Facilities,
   AES Project,
   Series 2000, AMT,
      6.625% 06/01/26                                  320,000          343,831
                                                                   ------------
                             Independent Power Producers Total        4,099,973
                                                                   ------------
INVESTOR OWNED - 7.5%
AZ Pima County Industrial
   Development Authority,
   Tucson Electric Power Co.,
   Series 1997 A, AMT,
      6.100% 09/01/25                                  750,000          750,473
CA Chula Vista Industrial
   Development Authority,
   San Diego Gas & Electric,
   Series 1996 B, AMT,
      5.500% 12/01/21                                  475,000          500,579
FL Polk County Industrial Development
   Authority, Tampa Electric Co.,
   Series 1996, AMT,
      5.850% 12/01/30                                  800,000          823,512
IL Bryant, Central Illinois Light Co.,
   Series 1993,
      5.900% 08/01/23                                1,000,000        1,005,960
IN Petersburg, Indianapolis Power
   & Light Co., Series 1995,
      6.625% 12/01/24                                  750,000          758,587
LA Calcasieu Parish Industrial
   Development Board,
   Entergy Gulf States, Inc.,
   Series 1999,
      5.450% 07/01/10                                  500,000          503,090
LA West Feliciana Parish,
   Entergy Gulf States, Inc.,
   Series 1999 B,
      6.600% 09/01/28                                  500,000          505,010

14 |                             See Accompanying Notes to Financial Statements.




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

MUNICIPAL BONDS (CONTINUED)                            PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
UTILITIES (CONTINUED)
INVESTOR OWNED (CONTINUED)
MS Business Finance Corp.,
   Systems Energy Resources,
   Series 1998,
      5.875% 04/01/22                                1,500,000        1,518,600
MT Forsyth, Portland General,
   Series 1998 A,
      5.200% 05/01/33                                  225,000          232,619
NV Clark County Industrial
   Development Authority,
   Nevada Power Co.,
   Series 1997 A, AMT,
      5.900% 11/01/32                                1,500,000        1,500,405
OH Air Quality Development Authority,
   Cleveland Electric Illuminating Co.,
   Series 2002 A,
      6.000% 12/01/13                                  650,000          680,238
PA Economic Development Financing
   Authority, Reliant Energy, Inc.,
   Series 2001 A, AMT,
      6.750% 12/01/36                                  400,000          426,116
TX Brazos River Authority,
   TXU Energy Co., LLC:
   Series 2001 C, AMT,
      5.750% 05/01/36                                  220,000          233,743
   Series 2003 C, AMT,
      6.750% 10/01/38                                  555,000          613,641
VA Pittsylvania County Industrial
   Development Authority,
   Virginia Electric & Power Co.,
   Series 1994 A, AMT,
      7.450% 01/01/09                                  900,000          926,613
WY Campbell County,
   Black Hills Power, Inc.,
   Series 2004,
      5.350% 10/01/24                                1,000,000        1,026,910
                                                                   ------------
                                          Investor Owned Total       12,006,096
                                                                   ------------
JOINT POWER AUTHORITY - 0.3%
NC Eastern Municipal Power Agency,
   Series 2003 F,
      5.500% 01/01/16                                  430,000          460,130
                                                                   ------------
                                   Joint Power Authority Total          460,130
                                                                   ------------
MUNICIPAL ELECTRIC - 2.9%
CA Department of Water Resources
   Power Supply,
   Series 2002 A,
   Insured: AMBAC
      5.500% 05/01/14                                2,000,000        2,212,140
WA Seattle Light & Power,
   Series 2001,
   Insured: FSA
      5.500% 03/01/17                                2,250,000        2,417,152
                                                                   ------------
                                      Municipal Electric Total        4,629,292
                                                                   ------------

                                                       PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
WATER & SEWER - 3.6%
LA New Orleans Sewage Service,
   Series 2005,
      3.000% 07/26/06                                1,000,000          965,270
MA Water Resources Authority,
   Series 1997 D,
   Insured: MBIA
      5.000% 08/01/24                                2,000,000        2,080,440
MS V Lakes Utility District,
   Series 1994,
      8.250% 07/15/24                                  485,000          443,329
TX Houston Water & Sewer System,
   Series 1991 C,
   Insured: AMBAC
      (a) 12/01/12                                   3,000,000        2,251,170
                                                                   ------------
                                           Water & Sewer Total        5,740,209
                                                                   ------------
                                               UTILITIES TOTAL       26,935,700
                                                                   ------------

TOTAL MUNICIPAL BONDS
   (cost of $243,594,822)                                           243,026,312
                                                                   ------------

MUNICIPAL PREFERRED STOCKS - 2.0%                       SHARES
-------------------------------------------------------------------------------
HOUSING - 2.0%
MULTI-FAMILY - 2.0%
Charter Mac Equity Issuer Trust, AMT:
      6.000% 04/30/19                                1,000,000        1,068,880
      7.600% 11/30/10(e)                               500,000          559,995
GMAC Municipal Mortgage
   Trust, AMT,
      5.600% 10/31/39(e)                               500,000          505,315
MuniMae Trust, AMT,
      5.800% 06/30/49(e)                             1,000,000        1,013,350
                                                                   ------------
                                            Multi-Family Total        3,147,540
                                                                   ------------
                                                 HOUSING TOTAL        3,147,540
                                                                   ------------

TOTAL MUNICIPAL PREFERRED STOCKS
   (cost of $3,000,000)                                               3,147,540
                                                                   ------------
INVESTMENT COMPANY - 0.0%
-------------------------------------------------------------------------------
Dreyfus Tax-Exempt Cash
   Management Fund                                       1,566            1,566
                                                                   ------------
TOTAL INVESTMENT COMPANY
   (cost of $1,566)                                                       1,566
                                                                   ------------

SHORT-TERM OBLIGATIONS - 0.7%                          PAR ($)
-------------------------------------------------------------------------------
VARIABLE RATE DEMAND NOTES (K) - 0.7%
IL Health Facilities Authority,
   OSF Healthcare Systems,
   Series 2002,
   LOC: Fifth Third Bank
      3.000% 11/15/27                                  600,000          600,000

See Accompanying Notes to Financial Statements.                             | 15




--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

SHORT-TERM OBLIGATIONS (CONTINUED)                     PAR ($)         VALUE ($)
-------------------------------------------------------------------------------
VARIABLE RATE DEMAND NOTES (K) (CONTINUED)
MN Higher Education Facilities
   Authority, St. Olaf College,
   Series 2002,
   LOC: Harris Trust & Savings Bank
      3.030% 10/01/32                                  600,000          600,000
                                                                   ------------
                                          VARIABLE RATE DEMAND
                                                   NOTES TOTAL        1,200,000
                                                                   ------------
TOTAL SHORT-TERM OBLIGATIONS
   (cost of $1,200,000)                                               1,200,000
                                                                   ------------
TOTAL INVESTMENTS - 154.8%
   (cost of $247,796,388)(l)                                        247,375,418
                                                                   ------------
AUCTION PREFERRED SHARES PLUS
CUMULATIVE UNPAID DISTRIBUTIONS - (56.3)%                           (90,036,977)

OTHER ASSETS & LIABILITIES, NET -1.5%                                 2,453,766
                                                                   ------------
NET ASSETS - 100.0%                                                 159,792,207
                                                                   ============

NOTES TO INVESTMENT PORTFOLIO:
--------------------------------------------------------------------------------
(a)   Zero coupon bond.

(b)   Denotes a restricted security, which is subject to restrictions on resale
      under federal securities laws or in transactions exempt from registration.
      At November 30, 2005, the value of this securities amounted $1,927,784
      which represents 1.2% of net assets.

      Additional information on these securities is as follows:

                                                   ACQUISITION      ACQUISITION
      SECURITY                                        DATE              COST
      -------------------------------------------------------------------------
      CA Statewide Community Development
         Authority:
         Crossroads School for Art
         & Sciences, Series 1998:
            6.000% 08/01/28                          08/21/98      $    370,000
            6.000% 08/01/28                          08/31/98           700,000
         Eskaton Village - Grass Valley,
         Series 2000,
            8.250% 11/15/31                          09/08/00           725,000
                                                                   ------------
                                                                   $  1,795,000
                                                                   ============

(c)   The issuer is in default of certain debt covenants. Income is not being
      accrued. At November 30, 2005, the value of these securities amounted to
      $843,273, which represents 0.5% of net assets.

(d)   The issuer has filed for bankruptcy protection under Chapter 11, and is in
      default of certain debt covenants. Income is not being accrued. At
      November 30, 2005, the value of these securities amounted to $589,917,
      which represents 0.4% of net assets.

(e)   Security exempt from registration pursuant to Rule 144A under the
      Securities Act of 1933. These securities may be resold in transactions
      exempt from registration, normally to qualified institutional buyers. At
      November 30, 2005, these securities, which did not include any illiquid
      securities except for the following, amounted to $4,493,129, which
      represents 2.8% of net assets.

                              ACQUISITION
      SECURITY                   DATE          PAR         COST         VALUE
      -------------------------------------------------------------------------
      Resolution Trust
        Corp., Pass-Through
        Certficates,
        Series 1993A,
        9.750% 12/01/16        08/27/93      $455,481     $455,481     $446,690

(f)   Represents fair value as determined in good faith under procedures
      approved by the Board of Trustees.

(g)   The Trust has been informed that each issuer has placed direct obligations
      of the U.S. Government in an irrevocable trust, solely for the payment of
      principal and interest.

(h)   The issuer has filed for bankruptcy protection under Chapter 11, and is in
      default of certain debt covenants. Income is being accrued. At November
      30, 2005, the value of these securities amounted to $662,423, which
      represents 0.4% of net assets.

(i)   Security purchased on a delayed delivery basis.

(j)   A portion of this security with a market value of $1,038,480 is pledged as
      collateral for open futures contracts.

(k)   Variable rate demand notes. These securities are payable upon demand and
      are secured by letters of credit or other credit support agreements from
      banks. The interest rates change periodically and the interest rates shown
      reflect the rates as of November 30, 2005.

(l)   Cost for federal income tax purposes is $247,679,495.

At November 30, 2005, the Trust held the following open short futures contracts:

                                                                  UNREALIZED
               NUMBER OF               AGGREGATE    EXPIRATION   APPRECIATION
    TYPE       CONTRACTS     VALUE     FACE VALUE      DATE     (DEPRECIATION)
-----------------------------------------------------------------------------
U.S. Treasury
     Bonds        115     $12,883,594  $12,897,336    Mar-06     $     13,742
U.S. Treasury
     Notes        247      26,807,218   26,794,282    Mar-06          (12,936)
                                                                 ------------
                                                                 $        806
                                                                 ------------

ACRONYM                                  NAME
--------------------------------------------------------------------------------
AMBAC                         Ambac Assurance Corp.
AMT                           Alternative Minimum Tax
FGIC                          Financial Guaranty Insurance Co.
FHA                           Federal Housing Administration
FSA                           Financial Security Assurance, Inc.
LOC                           Letter of Credit
MBIA                          MBIA Insurance Corp.
PSFG                          Permanent School Fund Guaranteed

At November 30, 2005, the composition of the Trust by revenue source is as
follows:

                                                                         % OF
HOLDINGS BY REVENUE SOURCE  (UNAUDITED)                               NET ASSETS
--------------------------------------------------------------------------------
Health Care                                                              41.7%
Tax-Backed                                                               25.5
Utilities                                                                16.9
Housing                                                                  16.9
Other                                                                    15.6
Transportation                                                           14.3
Industrials                                                               9.5
Education                                                                 6.4
Other Revenue                                                             5.2
Resource Recovery                                                         2.1
Investment Company                                                       0.0*
Short-Term Obligations                                                    0.7
Auction Preferred Shares                                                (56.3)
Other Assets & Liabilities, Net                                           1.5
                                                                        -----
                                                                        100.0%
                                                                        -----

*     Rounds to less than 0.1%.

16 |                             See Accompanying Notes to Financial Statements.




--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
--------------------------------------------------------------------------------

November 30, 2005

ASSETS:
Investments, at cost                                             $  247,796,388
                                                                 --------------
Investments, at value                                            $  247,375,418
Cash                                                                     85,470
Receivable for:
    Interest                                                          3,898,676
    Futures variation margin                                             52,581
Deferred Trustees' compensation plan                                     19,285
                                                                 --------------
        Total Assets                                                251,431,430
                                                                 --------------

LIABILITIES:
Payable for:
    Investments purchased on
        a delayed delivery basis                                        522,790
    Distributions -- common shares                                      860,055
    Distributions -- preferred shares                                    36,977
    Investment advisory fee                                             131,975
    Pricing and bookkeeping fees                                          9,681
    Trustees' fees                                                        1,452
    Custody fee                                                             654
    Audit fee                                                            29,126
    Preferred shares remarketing commissions                              3,086
    Chief compliance officer expenses                                     1,161
Deferred Trustees' fees                                                  19,285
Other liabilities                                                        22,981
                                                                 --------------
    Total Liabilities                                                 1,639,223
                                                                 --------------

AUCTION PREFERRED SHARES (3,600 shares issued
    and outstanding at $25,000 per share)                        $   90,000,000
                                                                 --------------

COMPOSITION OF NET ASSETS
    APPLICABLE TO COMMON SHARES:
Paid-in capital -- common shares                                 $  202,539,787
Undistributed net investment income                                     173,993
Accumulated net realized loss                                       (42,501,409)
Net unrealized appreciation (depreciation) on:
    Investments                                                        (420,970)
    Futures contracts                                                       806
                                                                 --------------

Net assets at value applicable to 27,741,654
    common shares of beneficial
    interest outstanding                                         $  159,792,207
                                                                 ==============

Net asset value per common share                                 $         5.76
                                                                 ==============

--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------

For the Year Ended November 30, 2005

INVESTMENT INCOME:

Interest                                                         $   14,686,423
Dividends                                                                 2,158
                                                                 --------------
    Total Investment Income                                          14,688,581
                                                                 --------------

EXPENSES:
Investment advisory fee                                               1,631,372
                                                                 --------------
Transfer agent fee                                                       67,941
Pricing and bookkeeping fees                                            137,778
Trustees' fees                                                           15,404
Preferred shares remarketing commissions                                225,257
Custody fee                                                              19,123
Chief compliance officer expenses                                         5,305
Other expenses                                                          147,630
                                                                 --------------
    Total Expenses                                                    2,249,810
Custody earnings credit                                                  (1,434)
                                                                 --------------
    Net Expenses                                                      2,248,376
                                                                 --------------
Net Investment Income                                                12,440,205
                                                                 --------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS AND FUTURES CONTRACTS:
Net realized gain (loss) on:
    Investments                                                       2,206,852
    Futures contracts                                                  (705,251)
                                                                 --------------
        Net realized gain                                             1,501,601
                                                                 --------------
Net change in unrealized appreciation
    (depreciation) on:
    Investments                                                         587,433
    Futures contracts                                                    34,672
                                                                 --------------
        Net change in unrealized
          appreciation (depreciation)                                   622,105
                                                                 --------------
Net Gain                                                              2,123,706
                                                                 --------------
Net Increase in Net Assets from Operations                           14,563,911
                                                                 --------------

LESS DISTRIBUTIONS DECLARED TO
    PREFERRED SHAREHOLDERS:
From net investment income                                           (2,031,984)
                                                                 --------------

Net Increase in Net Assets from Operations
    Applicable to Common Shares                                  $   12,531,927
                                                                 --------------

See Accompanying Notes to Financial Statements.                             | 17




--------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------




                                                                                                      YEAR ENDED
                                                                                                     NOVEMBER 30,
                                                                                            ------------------------------
INCREASE (DECREASE) IN NET ASSETS:                                                              2005             2004
--------------------------------------------------------------------------------------------------------------------------
                                                                                                       
OPERATIONS:
Net investment income                                                                       $  12,440,205    $  12,326,371
Net realized gain (loss) on investments and futures contracts                                   1,501,601       (2,785,605)
Net change in unrealized appreciation (depreciation) on investments and futures contracts         622,105       (1,303,201)
                                                                                            -------------    -------------
Net Increase from Operations                                                                   14,563,911        8,237,565
                                                                                            -------------    -------------

LESS DISTRIBUTIONS DECLARED TO PREFERRED SHAREHOLDERS:
From net investment income                                                                     (2,031,984)      (1,014,983)
                                                                                            -------------    -------------
Increase in Net Assets from Operations Applicable to Common Shares                             12,531,927        7,222,582
                                                                                            -------------    -------------

LESS DISTRIBUTIONS DECLARED TO COMMON SHAREHOLDERS:
From net investment income                                                                    (10,623,821)     (11,640,812)
                                                                                            -------------    -------------

SHARE TRANSACTIONS:
Distributions reinvested                                                                          127,412          181,019
                                                                                            -------------    -------------
Total Increase (Decrease) in Net Assets Applicable to Common Shares                             2,035,518       (4,237,211)

NET ASSETS APPLICABLE TO COMMON SHARES:
Beginning of period                                                                           157,756,689      161,993,900
                                                                                            -------------    -------------
End of period (including undistributed net investment income
    of $173,993 and $428,592, respectively)                                                 $ 159,792,207    $ 157,756,689
                                                                                            -------------    -------------

NUMBER OF TRUST SHARES:
Common Shares:
    Issued for distributions reinvested                                                            21,935           31,152
Outstanding at:
    Beginning of period                                                                        27,719,719       27,688,567
                                                                                            -------------    -------------
    End of period                                                                              27,741,654       27,719,719
                                                                                            -------------    -------------

Preferred Shares:
Outstanding at end of period                                                                        3,600            3,600
                                                                                            -------------    -------------



18 |                             See Accompanying Notes to Financial Statements.




--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

November 30, 2005

NOTE 1. ORGANIZATION

Colonial Municipal Income Trust (the "Trust") is a Massachusetts business trust
registered under the Investment Company Act of 1940 (the "Act"), as amended, as
a non-diversified, closed-end management investment company.

INVESTMENT GOAL

The Trust seeks to provide high current income, generally exempt from federal
income taxes, by investing primarily in medium and lower quality bonds and notes
issued by or on behalf of state and local government units whose interest is
exempt from ordinary federal income tax, other than the possible incidence of
any alternative minimum tax. The Trust's secondary goal is to seek total return.

TRUST SHARES

The Trust may issue an unlimited number of common shares. On July 20, 1999, the
Trust issued 3,600 Auction Preferred Shares ("APS").

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America ("GAAP") requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of significant accounting policies consistently followed
by the Trust in the preparation of its financial statements.

SECURITY VALUATION

Debt securities generally are valued by pricing services approved by the Trust's
Board of Trustees, based upon market transactions for normal, institutional-size
trading units of similar securities. The services may use various pricing
techniques which take into account appropriate factors such as yield, quality,
coupon rate, maturity, type of issue, trading characteristics and other data, as
well as broker quotes. Debt securities for which quotations are readily
available are valued at an over-the-counter or exchange bid quotation. Certain
debt securities, which tend to be more thinly traded and of lesser quality, are
priced based on fundamental analysis of the financial condition of the issuer
and the estimated value of any collateral. Valuations developed through pricing
techniques may vary from the actual amounts realized upon sale of the
securities, and the potential variation may be greater for those securities
valued using fundamental analysis.

Short-term debt obligations maturing within 60 days are valued at amortized
cost, which approximates market value.

Investments in open-end investment companies are valued at net asset value.

Futures contracts are valued at the settlement price established each day by the
board of trade or exchange on which they are traded.

Investments for which market quotations are not readily available, or have
quotations which management believes are not appropriate, are valued at fair
value as determined in good faith under consistently applied procedures
established by and under the general supervision of the Board of Trustees. If a
security is valued at a "fair value", such value is likely to be different from
the last quoted market price for the security.

SECURITY TRANSACTIONS

Security transactions are accounted for on the trade date. Cost is determined
and gains (losses) are based upon the specific identification method for both
financial statement and federal income tax purposes.

FUTURES CONTRACTS

The Trust may invest in municipal and U.S. Treasury futures contracts. The Trust
will invest in these instruments to hedge against the effects of changes in the
value of portfolio securities due to anticipated changes in interest rates
and/or market conditions, for duration management, or when the transactions are
economically appropriate to the reduction of risk inherent in the management of
the Trust and not for trading purposes. The use of futures contracts involves
certain risks, which include: (1) imperfect correlation between the price
movement of the instruments and the underlying securities, (2) inability to
close out positions due to differing trading hours, or the temporary absence of
a liquid market, for either the instrument or the underlying securities, or (3)
an inaccurate prediction by Columbia Management Advisors, LLC of the future
direction of interest rates. Any of these risks may involve amounts exceeding
the variation margin recorded in the Trust's Statement of Assets and Liabilities
at any given time.

Upon entering into a futures contract, the Trust deposits cash or securities
with the broker in an amount sufficient to meet the initial margin requirement.
Subsequent payments are made or received by the Trust equal to the daily change
in the contract value and are recorded as variation margin receivable or payable
and offset in unrealized gains or losses. The Trust also identifies portfolio
securities as segregated with the custodian in a separate account in an amount
equal to the futures contract. The Trust recognizes a realized gain or loss when
the contract is closed or expires.

RESTRICTED SECURITIES

Restricted securities are securities that may only be resold upon registration
under federal securities laws or in transactions exempt from registration. In
some cases, the issuer of restricted securities has agreed to register such
securities for resale at the issuer's expense either upon demand by the Trust or
in

                                                                            | 19




--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

connection with another registered offering of the securities. Many restricted
securities may be resold in the secondary market in transactions exempt from
registration. Such restricted securities may be determined to be liquid under
criteria established by the Board of Trustees. The Trust will not incur any
registration costs upon such resale.

DELAYED DELIVERY SECURITIES

The Trust may trade securities on other than normal settlement terms, including
securities purchased or sold on a "when-issued" basis. This may increase the
risk if the other party to the transaction fails to deliver and causes the Trust
to subsequently invest at less advantageous prices. The Trust identifies cash or
liquid portfolio securities as segregated with the custodian in an amount equal
to the delayed delivery commitment.

INCOME RECOGNITION

Interest income is recorded on the accrual basis. Premium and discount are
amortized and accreted, respectively, on all debt securities. Corporate actions
and dividend income are recorded on the ex-date.

FEDERAL INCOME TAX STATUS

The Trust intends to qualify each year as a "regulated investment company" under
Subchapter M of the Internal Revenue Code, as amended, and will distribute
substantially all of its taxable income, if any, for its tax year, and as such
will not be subject to federal income taxes. In addition, the Trust intends to
distribute in each calendar year substantially all of its net investment income,
capital gains and certain other amounts, if any, such that the Trust should not
be subject to federal excise tax. Therefore, no federal income or excise tax
provision is recorded.

DISTRIBUTIONS TO SHAREHOLDERS

Distributions to common shareholders are recorded on the ex-date. Distributions
to Auction Preferred shareholders are recorded daily and payable at the end of
each dividend period. Each dividend payment period for the APS is generally
seven days. The applicable dividend rate for the APS on November 30, 2005, was
3.00%. For the year ended November 30, 2005, the Trust declared dividends to
Auction Preferred shareholders amounting to $2,031,984, representing an average
dividend rate of 2.27% per APS.

NOTE 3. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined
in accordance with income tax regulations, which may differ from GAAP.
Reclassifications are made to the Trust's capital accounts for permanent tax
differences to reflect income and gains available for distribution (or available
capital loss carryforwards) under income tax regulations.

For the year ended November 30, 2005, permanent book and tax basis differences
resulting primarily from differing treatments for expired capital loss
carryforward, discount accretion/premium amortization on debt securities and
market discount reclassifications were identified and reclassified among the
components of the Trust's net assets as follows:

    UNDISTRIBUTED          ACCUMULATED
NET INVESTMENT INCOME   NET REALIZED LOSS   PAID-IN CAPITAL
---------------------   -----------------   ---------------
      $(38,999)            $5,464,418        $(5,425,419)

Net investment income and net realized gains (losses), as disclosed on the
Statement of Operations, and net assets were not affected by this
reclassification.

The tax character of distributions paid during the years ended November 30, 2005
and November 30, 2004 was as follows:

                               NOVEMBER 30,   NOVEMBER 30,
                                  2005            2004
                              -------------   ------------
Distributions paid from:
  Tax-Exempt Income             $12,655,805    $12,603,622
  Ordinary Income                        --         52,173
  Long-Term Capital Gains                --             --

*     For tax purposes short-term capital gains distributions, if any, are
      considered ordinary income distributions.

As of November 30, 2005, the components of distributable earnings on a tax basis
were as follows:

      UNDISTRIBUTED   UNDISTRIBUTED   UNDISTRIBUTED
       TAX-EXEMPT       ORDINARY        LONG-TERM     NET UNREALIZED
         INCOME          INCOME       CAPITAL GAINS   DEPRECIATION*
      -------------   -------------   -------------   --------------
       $2,265,642        $14,597           $--          $(304,077)

*     The differences between book-basis and tax-basis net unrealized
      depreciation are primarily due to discount accretion/premium amortization
      on debt securities.

Unrealized appreciation and depreciation at November 30, 2005, based on cost of
investments for federal income tax purposes, was:

      Unrealized appreciation                     $ 12,579,237
      Unrealized depreciation                      (12,883,314)
                                                  ------------
      Net unrealized depreciation                 $   (304,077)
                                                  ============

20 |




--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

The following capital loss carryforwards, determined as of November 30, 2005,
may be available to reduce taxable income arising from future net realized gains
on investments, if any, to the extent permitted by the Internal Revenue Code:

                 YEAR OF               CAPITAL LOSS
                EXPIRATION             CARRYFORWARD
               ------------           --------------
                   2007                $  3,490,821
                   2008                  13,036,764
                   2009                   3,114,307
                   2010                   7,684,792
                   2011                   4,393,912
                   2012                   4,060,511
                                       ------------
                                       $ 35,781,107
                                       ============

Capital loss carryforwards of $1,771,364 were utilized and $5,425,419 expired
during the year ended November 30, 2005 for the Trust.

Expired capital loss carryforwards are recorded as a reduction of paid-in
capital.

Under current tax rules, certain currency (and capital) losses realized after
October 31 may be deferred and treated as occurring on the first day of the
following fiscal year. As of November 30, 2005, post-October capital losses of
$49,069 attributed to security transactions were deferred to December 1, 2005.

NOTE 4. FEES AND COMPENSATION PAID TO AFFILIATES

INVESTMENT ADVISORY FEE

Columbia Management Advisors, LLC ("Columbia"), an indirect wholly owned
subsidiary of Bank of America Corporation ("BOA"), is the investment advisor to
the Trust and provides administrative and other services to the Trust. Prior to
September 30, 2005, Columbia Management Advisors, Inc. was the investment
advisor to the Trust under the same fee structure. On September 30, 2005,
Columbia Management Advisors, Inc. merged into Banc of America Capital
Management, LLC. At that time the investment advisor was then renamed Columbia
Management Advisors, LLC. Columbia receives a monthly investment advisory fee at
the annual rate of 0.65% of the Trust's average weekly net assets, including
assets applicable to the APS.

PRICING AND BOOKKEEPING FEES

Columbia is responsible for providing pricing and bookkeeping services to the
Trust under a pricing and bookkeeping agreement. Under a separate agreement (the
"Outsourcing Agreement"), Columbia has delegated those functions to State Street
Corporation ("State Street"). As a result, the total fees payable under the
pricing and bookkeeping agreement are paid to State Street.

Under its pricing and bookkeeping agreement with the Trust, Columbia receives an
annual fee of $38,000 paid monthly plus an additional monthly fee based on the
level of average weekly net assets for the month; provided that during any
12-month period, the aggregate fee shall not exceed $140,000.

Prior to November 1, 2005, Columbia received from the Trust an annual fee of
$10,000 paid monthly, and in any month that the Trust's average weekly net
assets exceeded $50 million, an additional monthly fee, calculated by taking
into account the fees payable to State Street under the Outsourcing Agreement.

The Trust also reimburses Columbia and State Street for out-of pocket expenses
and charges, including fees payable to third parties for pricing the Trust's
portfolio securities and direct internal costs incurred by Columbia in
connection with providing Trust accounting oversight and monitoring and certain
other services. For the year ended November 30, 2005, the Trust's effective
pricing and bookkeeping rate, inclusive of out-of-pocket expenses, was 0.055%.

CUSTODY CREDITS

The Trust has an agreement with its custodian bank under which custody fees may
be reduced by balance credits. These credits are recorded as a reduction of
total expenses on the Statement of Operations. The Trust could have invested a
portion of the assets utilized in connection with the expense offset arrangement
in an income-producing asset if it had not entered into such an agreement.

FEES PAID TO OFFICERS AND TRUSTEES

All officers of the Trust, with the exception of the Trust's Chief Compliance
Officer, are employees of Columbia or its affiliates and receive no compensation
from the Trust. The Board of Trustees has appointed a Chief Compliance Officer
to the Trust in accordance with federal securities regulations. The Trust, along
with other affiliated funds, pays its pro-rata share of the expenses associated
with the Chief Compliance Officer. The Trust's expenses for the Chief Compliance
Officer will not exceed $15,000 per year.

The Trust's Trustees may participate in a deferred compensation plan which may
be terminated at any time. Obligations of the plan will be paid solely out of
the Trust's assets.

OTHER

Columbia provides certain services to the Trust related to Sarbanes-Oxley
compliance. For the year ended November 30, 2005, the Trust paid $1,658 to
Columbia for such services. This amount is included in "Other expenses" on the
Statement of Operations.

NOTE 5. PORTFOLIO INFORMATION

For the year ended November 30, 2005, the cost of purchases and proceeds from
sales of securities, excluding short-term obligations, were $44,592,306 and
$44,678,832, respectively.

                                                                            | 21




--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

NOTE 6. PREFERRED SHARES

The Trust currently has outstanding 3,600 APS. The APS are redeemable at the
option of the Trust on any dividend payment date at the redemption price of
$25,000 per share, plus an amount equal to any dividends accumulated on a daily
basis unpaid through the redemption date (whether or not such dividends have
been declared).

Under the Act, the Trust is required to maintain asset coverage of at least 200%
with respect to the APS as of the last business day of each month in which any
APS are outstanding. Additionally, the Trust is required to meet more stringent
asset coverage requirements under the terms of the APS Agreement and in
accordance with the guidelines prescribed by the APS' rating agencies. Should
these requirements not be met, or should dividends accrued on the APS not be
paid, the Trust may be restricted in its ability to declare dividends to common
shareholders or may be required to redeem certain APS. At November 30, 2005,
there were no such restrictions on the Trust.

NOTE 7. DISCLOSURE OF SIGNIFICANT RISKS AND CONTINGENCIES

CONCENTRATION OF CREDIT RISK

The Trust holds investments that are insured by private insurers who guarantee
the payment of principal and interest in the event of default or that are
supported by a letter of credit. Each of the Trust's insurers is rated Aaa by
Moody's Investor Services, Inc. At November 30, 2005, private insurers who
insure greater than 5% of the total investments of the Trust were as follows:

                                                            % OF TOTAL
                                                           INVESTMENTS
INSURER                                                    (UNAUDITED)
-------------------------------------------------------------------------
MBIA Insurance Corp.                                           6.9%
Financial Security Assurance, Inc.                             6.5
Ambac Assurance Corp.                                          6.1

GEOGRAPHIC CONCENTRATION

The Trust has greater than 5% of its total investments at November 30, 2005
invested in debt obligations issued by the states of California, Illinois,
Massachusetts, New York, Pennsylvania and Texas and their respective political
subdivisions, agencies and public authorities. The Trust is more susceptible to
economic and political factors adversely affecting issuers of the specific
state's municipal securities than are municipal bond funds that are not
concentrated to the same extent in these issuers.

HIGH-YIELD SECURITIES

Investing in high-yield securities may involve greater credit risk and
considerations not typically associated with investing in U.S. government bonds
and other higher quality fixed income securities. These securities are
non-investment grade securities, often referred to as "junk" bonds. Economic
downturns may disrupt the high yield market and impair the ability of issuers to
repay principal and interest. Also, an increase in interest rates would likely
have an adverse impact on the value of such obligations. Moreover, high-yield
securities may be less liquid to the extent that there is no established
secondary market.

ISSUER FOCUS

As a non-diversified fund, the Trust may invest a greater percentage of its
total assets in the securities of fewer issuers than a diversified fund. The
Trust may, therefore, have a greater risk of loss from a few issuers than a
similar fund that invests more broadly.

LEGAL PROCEEDINGS

On February 9, 2005, Columbia Management Advisors, Inc. (which has since merged
into Banc of America Capital Management, LLC (now named Columbia Management
Advisors, LLC)) ("Columbia") and Columbia Funds Distributor, Inc. (which has
been renamed Columbia Management Distributors, Inc.) (the "Distributor")
(collectively, the "Columbia Group") entered into an Assurance of Discontinuance
with the New York Attorney General ("NYAG") (the "NYAG Settlement") and
consented to the entry of a cease-and-desist order by the Securities and
Exchange Commission ("SEC") (the "SEC Order"). The SEC Order and the NYAG
Settlement are referred to collectively as the "Settlements". The Settlements
contain substantially the same terms and conditions as outlined in the
agreements in principle which Columbia Group entered into with the SEC and NYAG
in March 2004.

Under the terms of the SEC Order, the Columbia Group has agreed among other
things, to: pay $70 million in disgorgement and $70 million in civil money
penalties; cease and desist from violations of the antifraud provisions and
certain other provisions of the federal securities laws; maintain certain
compliance and ethics oversight structures; retain an independent consultant to
review the Columbia Group's applicable supervisory, compliance, control and
other policies and procedures; and retain an independent distribution consultant
(see below). The Columbia Funds have also voluntarily undertaken to implement
certain governance measures designed to maintain the independence of their
boards of trustees. The NYAG Settlement also, among other things, requires
Columbia and its affiliates to reduce certain Columbia Funds (including the
former Nations Funds) and other mutual funds management fees collectively by $32
million per year for five years, for a projected total of $160 million in
management fee reductions.

Pursuant to the procedures set forth in the SEC order, the $140 million in
settlement amounts described above will be distributed in accordance with a
distribution plan to be developed by an independent distribution consultant, who
is

22 |




--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------

November 30, 2005

acceptable to the SEC staff and the Columbia Funds' independent trustees. The
distribution plan must be based on a methodology developed in consultation with
the Columbia Group and the funds' independent trustees and not unacceptable to
the staff of the SEC. At this time, the distribution plan is still under
development. As such, any gain to the funds or their shareholders cannot
currently be determined.

As a result of these matters or any adverse publicity or other developments
resulting from them, the market price of fund shares could decline.

A copy of the SEC Order is available on the SEC website at http://www.sec.gov. A
copy of the NYAG Settlement is available as part of the Bank of America
Corporation Form 8-K filing on February 10, 2005.

In connection with the events described in detail above, various parties have
filed suit against certain funds, the Trustees of the Columbia Funds,
FleetBoston Financial Corporation and its affiliated entities and/or Bank of
America and its affiliated entities. More than 300 cases including those filed
against entities unaffiliated with the funds, their Boards, FleetBoston
Financial Corporation and its affiliated entities and/or Bank of America and its
affiliated entities have been transferred to the Federal District Court in
Maryland and consolidated in a multi-district proceeding (the "MDL").

The derivative cases purportedly brought on behalf of the Columbia Funds in the
MDL have been consolidated under the lead case. The fund derivative plaintiffs
allege that the funds were harmed by market timing and late trading activity and
seek, among other things, the removal of the trustees of the Columbia Funds,
removal of the Columbia Group, disgorgement of all management fees and monetary
damages.

On March 21, 2005, purported class action plaintiffs filed suit in Massachusetts
state court alleging that the conduct, including market timing, entitles Class B
shareholders in certain Columbia Funds to an exemption from contingent deferred
sales charges upon early redemption ("the CDSC Lawsuit"). The CDSC Lawsuit has
been removed to federal court in Massachusetts and the federal Judicial Panel
has transferred the CDSC Lawsuit to the MDL.

The MDL is ongoing. Accordingly, an estimate of the financial impact of this
litigation on any fund, if any, cannot currently be made.

In 2004, certain Columbia Funds, the Trustees of the Columbia Funds, advisers
and affiliated entities were named as defendants in certain purported
shareholder class and derivative actions making claims, including claims under
the Investment Company and the Investment Advisers Acts of 1940 and state law.
The suits allege, inter alia, that the fees and expenses paid by the funds are
excessive and that the advisers and their affiliates inappropriately used fund
assets to distribute the funds and for other improper purposes. On March 2,
2005, the actions were consolidated in the Massachusetts federal court as IN RE
COLUMBIA ENTITIES LITIGATION. The plaintiffs filed a consolidated amended
complaint on June 9, 2005. On November 30, 2005, the judge dismissed all claims
by plaintiffs and ordered that the case be closed. The plaintiffs filed a notice
of appeal on December 30, 2005.

                                                                            | 23




--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

Selected data for a share outstanding throughout each period is as follows
(common shares unless otherwise noted):




                                                                    YEAR ENDED NOVEMBER 30,
                                        ------------------------------------------------------------------------------
                                          2005       2004       2003        2002          2001       2000       1999
----------------------------------------------------------------------------------------------------------------------
                                                                                         
NET ASSET VALUE, BEGINNING OF PERIOD    $   5.69   $   5.85   $    5.82   $   6.12      $   6.05   $   6.51   $   7.57
                                        --------   --------   ---------   --------      --------   --------   --------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                       0.45(a)    0.45(a)     0.47(a)    0.50(a)(b)    0.53(a)    0.55(c)    0.46
Net realized and unrealized gain
  (loss) on investments
  and futures contracts                     0.08      (0.15)       0.02      (0.33)(b)      0.03      (0.44)     (0.97)
                                        --------   --------   ---------   --------      --------   --------   --------
Total from Investment Operations            0.53       0.30        0.49       0.17          0.56       0.11      (0.51)
                                        --------   --------   ---------   --------      --------   --------   --------
LESS DISTRIBUTIONS DECLARED TO
  PREFERRED SHAREHOLDERS:
From net investment income                 (0.08)     (0.04)      (0.03)     (0.05)        (0.10)     (0.14)     (0.04)
                                        --------   --------   ---------   --------      --------   --------   --------
  Total from Investment
     Operations Applicable
     to Common Shareholders                 0.45       0.26        0.46       0.12          0.46      (0.03)     (0.55)
                                        --------   --------   ---------   --------      --------   --------   --------
LESS DISTRIBUTIONS DECLARED
  TO COMMON SHAREHOLDERS:
From net investment income                 (0.38)     (0.42)      (0.43)     (0.42)        (0.39)     (0.43)     (0.42)
In excess of net investment income            --         --          --         --            --          --     (0.04)
                                        --------   --------   ---------   --------      --------   --------   --------
  Total Distributions Declared
     to Common Shareholders                (0.38)     (0.42)      (0.43)     (0.42)        (0.39)     (0.43)     (0.46)
                                        --------   --------   ---------   --------      --------   --------   --------
LESS SHARE TRANSACTIONS:
Commission and offering costs --
  preferred shares                            --         --          --         --            --         --(d)   (0.05)
                                        --------   --------   ---------   --------      --------   --------   --------
NET ASSET VALUE, END OF PERIOD          $   5.76   $   5.69   $    5.85   $   5.82      $   6.12   $   6.05   $   6.51
                                        ========   ========   =========   ========      ========   ========   ========
Market price per share --
  common shares                         $   5.36   $   5.66   $    5.65   $   5.67      $   5.65   $   5.38   $   5.75
                                        ========   ========   =========   ========      ========   ========   ========
Total return -- based on market value
  -- common shares (e)                      1.36%      7.86%       7.35%      7.87%        12.05%      0.84%    (24.33)%
                                        ========   ========   =========   ========      ========   ========   ========
RATIOS TO AVERAGE NET ASSETS/
  SUPPLEMENTAL DATA:
Expenses (f)(g)                             1.40%      1.42%       1.39%      1.37%         1.45%      1.33%      1.08%
Net investment income before
  preferred stock dividend (f)(g)           7.73%      7.79%       8.17%      8.28%(b)      8.55%      8.88%      7.00%
Net investment income after
  preferred stock dividend (f)(g)           6.46%      7.15%       7.61%      7.47%(b)      6.94%      6.68%      6.36%
Portfolio turnover rate                       18%        16%         15%        27%           12%        12%        20%
Net assets, end of period (000's) --
  common shares                         $159,792   $157,757   $ 161,994   $161,044      $169,080   $167,265   $180,082



(a)   Per share data was calculated using average shares outstanding during the
      period.

(b)   Effective December 1, 2001, the Trust adopted the provision of the AICPA
      Audit and Accounting Guide for Investment Companies and began accreting
      market discount on all debt securities. The effect of this change, for the
      year ended November 30, 2002, was to increase the ratio of net investment
      income to average net assets from 8.24% to 8.28% and increase the ratio of
      net investment income (adjusted for dividend payments to preferred
      shareholders) from 7.43% to 7.47%. The impact to net investment income and
      net realized and unrealized loss per share was less than $0.01. Per share
      data and ratios for periods prior to November 30, 2002, have not been
      restated to reflect this change in presentation.

(c)   The per share net investment income amount does not reflect the period's
      reclassification of differences between book and tax basis net investment
      income.

(d)   Rounds to less than $0.01 per share.

(e)   Total return at market value assuming all distributions reinvested at
      prices calculated in accordance with the Dividend Reinvestment Plan.

(f)   The benefits derived from custody credits had an impact of less than
      0.01%.

(g)   Ratios reflect average net assets available to common shares only.

24 |




--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (CONTINUED)
--------------------------------------------------------------------------------

Selected data for a share outstanding throughout each period is as follows
(common shares unless otherwise noted):




                                                                     YEAR ENDED NOVEMBER 30,
                                                                -----------------------------------
                                                                   1998        1997         1996
---------------------------------------------------------------------------------------------------
                                                                                 
NET ASSET VALUE, BEGINNING OF PERIOD                            $    7.41    $    7.41         7.48
                                                                ---------    ---------    ---------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income                                                0.47         0.51         0.51
Net realized and unrealized gain (loss) on investments
   and futures contracts                                             0.18           --(a)     (0.07)
                                                                ---------    ---------    ---------
Total Income from Investment Operations                              0.65         0.51         0.44
                                                                ---------    ---------    ---------
LESS DISTRIBUTIONS DECLARED TO COMMON SHAREHOLDERS:
From net investment income                                          (0.48)       (0.51)       (0.51)
In excess of net investment income                                  (0.01)          --           --
                                                                ---------    ---------    ---------
   Total Distributions Declared to Common Shareholders              (0.49)       (0.51)       (0.51)
                                                                ---------    ---------    ---------
NET ASSET VALUE, END OF PERIOD                                  $    7.57    $    7.41    $    7.41
                                                                =========    =========    =========
Market price per share -- common shares                         $    8.13    $    7.56    $    7.25
                                                                =========    =========    =========
Total return -- based on market value -- common shares (b)          14.57%       11.67%       15.36%
                                                                =========    =========    =========
RATIOS TO AVERAGE NET ASSETS/ SUPPLEMENTAL DATA:
Expenses (c)                                                         0.82%        0.86%        0.91%
Net investment income (c)                                            6.20%        6.83%        6.87%
Portfolio turnover rate                                                34%          15%          22%
Net assets, end of period (000's) -- common shares              $ 208,931    $ 203,533    $ 202,793



(a)   Rounds to less than $0.01 per share.

(b)   Total return at market value assuming all distributions reinvested at
      prices calculated in accordance with the Dividend Reinvestment Plan.

(c)   The benefits derived from custody credits had an impact of less than
      0.01%.

                                                                            | 25




--------------------------------------------------------------------------------
ASSET COVERAGE REQUIREMENTS
--------------------------------------------------------------------------------

                                               INVOLUNTARY       AVERAGE
                                  ASSET        LIQUIDATING       MARKET
               TOTAL AMOUNT      COVERAGE       PREFERENCE        VALUE
               OUTSTANDING      PER SHARE*      PER SHARE       PER SHARE
---------------------------------------------------------------------------
11/30/05       $90,000,000        $69,387         $25,010        $25,000
11/30/04        90,000,000         68,821          25,004         25,000
11/30/03        90,000,000         69,998          25,006         25,000
11/30/02        90,000,000         69,734          25,001         25,000
11/30/01        90,000,000         71,967          25,007         25,000
11/30/00        90,000,000         71,462          25,011         25,000
11/30/99**      90,000,000         50,023          25,006         25,000

*     Calculated by subtracting the Trust's total liabilities from the Trust's
      total assets and dividing the amount by the number of APS outstanding.

**    On July 20, 1999, the Trust began offering Auction Preferred Shares.

26 |




--------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

TO THE TRUSTEES AND THE SHAREHOLDERS OF COLONIAL MUNICIPAL INCOME TRUST

In our opinion, the accompanying statement of assets and liabilities, including
the investment portfolio, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Colonial Municipal Income Trust
(the "Trust") at November 30, 2005, and the results of its operations, the
changes in its net assets, and its financial highlights for the periods
indicated, in conformity with accounting principles generally accepted in the
United States of America. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of the
Trust's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
November 30, 2005 by correspondence with the custodian and brokers, provide a
reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
January 24, 2006

                                                                            | 27




--------------------------------------------------------------------------------
UNAUDITED INFORMATION
--------------------------------------------------------------------------------

FEDERAL INCOME TAX INFOMATION

100.00% of distributions from net investment income will be treated as exempt
income for federal income tax purposes.

For the calendar year ended December 31, 2005, 15.77% of distributions from net
investment income is subject to the alternative minimum tax.

28 |




--------------------------------------------------------------------------------
DIVIDEND REINVESTMENT PLAN
--------------------------------------------------------------------------------

COLONIAL MUNICIPAL INCOME TRUST

Shareholders may elect to have all distributions of dividends and capital gains
automatically reinvested by Computershare (the "Plan Agent"), as agent under the
Trust's Dividend Reinvestment and Cash Purchase Plan (the "Plan"). Pursuant to
the Plan, the provisions of which are described below, shareholders not making
such an election will receive all such amounts in cash paid by check mailed
directly to the shareholder by the Plan Agent, as the dividend paying agent.

If the Trustees of the Trust declare a dividend or determine to make a capital
gain distribution payable either in shares of the Trust or in cash, as
shareholders may have elected, non-participants in the Plan will receive cash
and participants in the Plan will receive the equivalent in shares of the Trust.
If the market price of the shares on the payment date for the dividend or
distribution is equal to or exceeds their net asset value, participants will be
issued shares of the Trust at the higher of net asset value or 95% of the market
price. If the net asset value exceeds the market price of Trust shares at such
time, or if the Trust declares a dividend or other distribution payable only in
cash, the Plan Agent will, as agent for Plan participants, buy Trust shares in
the open market, on the New York Stock Exchange or elsewhere, for the
participants' accounts. If, before the Plan Agent has completed its purchases,
the market price exceeds the net asset value of the Trust's shares, the average
per share purchase price paid by the Plan Agent may exceed the net asset value
of the Trust's shares, resulting in the acquisition of fewer shares than if the
dividend or distribution had been paid in shares issued by the Trust.

Participants in the Plan may withdraw from the Plan upon written notice to the
Plan Agent. When a participant withdraws from the Plan or upon termination of
the Plan as provided below, certificates for whole shares credited to the
participant's account under the Plan will be issued and a cash payment will be
made for any fraction of a share credited to such account.

Participants in the Plan have the option of making additional cash payments to
the Plan Agent semi-annually, for investment in the Trust's shares. Such
payments may be made in any amount from $100 to $500. State Street will use all
funds received from participants (as well as any dividends and distributions
received in cash) to purchase Trust shares in the open market semiannually.
Interest will not be paid on any uninvested cash payments.

In the case of shareholders such as banks, brokers or nominees holding shares
for others who are the beneficial owners of those shares, the Plan Agent will
administer the Plan on the basis of the number of shares certified from time to
time by the shareholder of record as representing the total amount registered in
such shareholder's name and held for the account of beneficial owners who are to
participate in the Plan.

There is no charge to Plan participants for reinvesting dividends or
distributions. The Plan Agent's fees for the handling of the reinvestment of
dividends and distributions will be paid by the Trust. There will be no
brokerage charges with respect to shares issued directly by the Trust as a
result of dividends or distributions payable either in stock or in cash.
However, each participant will pay a pro rata share of brokerage commissions
incurred with respect to the Plan Agent's open market purchases in connection
with the reinvestment of dividends or distributions as well as from voluntary
cash payments. Brokerage charges for purchasing small amounts of stock for
individual accounts under the voluntary cash purchase provisions of the Plan are
expected to be less than the usual brokerage charges for individual transactions
of comparable size, because the Plan Agent will be purchasing shares for all
participants in blocks and charging to cash purchase Plan participants a pro
rated portion of the lower commissions usually obtainable on such block
purchases.

The automatic reinvestment of dividends and distributions will not relieve
participants of any income tax that may be payable on such dividends or
distributions.

The Plan may be amended or terminated on 30 days written notice to the Plan
participants. All correspondence concerning the Plan should be directed to
Computershare by mail at P.O. Box 403011, Providence, RI 02940-3011, or by phone
at 1-800-426-5523.

                                                                            | 29




--------------------------------------------------------------------------------
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

The Trustees/Directors serve terms of indefinite duration. The names, addresses
and ages of the Trustees/Directors and officers of the Funds in the Columbia
Funds Complex, the year each was first elected or appointed to office, their
principal business occupations during at least the last five years, the number
of portfolios overseen by each Trustee/Director and other directorships they
hold are shown below. Each officer listed below serves as an officer of each
Fund in the Columbia Funds Complex.




    NAME, ADDRESS AND AGE,
     POSITION WITH FUNDS,
     YEAR FIRST ELECTED OR               PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS, NUMBER OF PORTFOLIOS IN COLUMBIA FUNDS
    APPOINTED TO OFFICE (1)                          COMPLEX OVERSEEN BY TRUSTEE/DIRECTOR, OTHER DIRECTORSHIPS HELD
------------------------------------------------------------------------------------------------------------------------------------
                                 
DISINTERESTED TRUSTEES
DOUGLAS A. HACKER (Age 50)          Executive Vice President-Strategy of United Airlines (airline) since December, 2002 (formerly
c/o Columbia Management             President of UAL Loyalty Services (airline) from September, 2001 to December, 2002; Executive
Advisors, LLC                       Vice President and Chief Financial Officer of United Airlines from July, 1999 to September,
One Financial Center                2001; Senior Vice President-Finance from March, 1993 to July, 1999).Oversees 83, Nash Finch
Boston, MA 02111                    Company (food distributor)
Trustee (since 1996)

JANET LANGFORD KELLY (Age 48)       Partner, Zelle, Hofmann, Voelbel, Mason & Gette LLP (law firm) since March, 2005; Adjunct
c/o Columbia Management             Professor of Law, Northwestern University, since September, 2004 (formerly Chief Administrative
Advisors, LLC                       Officer and Senior Vice President, Kmart Holding Corporation (consumer goods) from September,
One Financial Center                2003 to March, 2004; Executive Vice President-Corporate Development and Administration, General
Boston, MA 02111                    Counsel and Secretary, Kellogg Company (food manufacturer), from September, 1999 to August,
Trustee (since 1996)                2003; Senior Vice President, Secretary and General Counsel, Sara Lee Corporation (branded,
                                    packaged, consumer-products manufacturer) from January, 1995 to September, 1999). Oversees 83,
                                    None

RICHARD W. LOWRY (Age 69)           Private Investor since August, 1987 (formerly Chairman and Chief Executive Officer, U.S.
c/o Columbia Management             Plywood Corporation (building products manufacturer)). Oversees 89 (3), None
Advisors, LLC
One Financial Center
Boston, MA 02111
Trustee (since 1995)

CHARLES R. NELSON (Age 62)          Professor of Economics, University of Washington, since January, 1976; Ford and Louisa Van
c/o Columbia Management             Voorhis Professor of Political Economy, University of Washington, since September, 1993
Advisors, LLC                       (formerly Director, Institute for Economic Research, University of Washington from September,
One Financial Center                2001 to June, 2003); Adjunct Professor of Statistics, University of Washington, since
Boston, MA 02111                    September, 1980; Associate Editor, Journal of Money Credit and Banking, since September, 1993;
Trustee (since 1981)                consultant on econometric and statistical matters. Oversees 83, None

JOHN J. NEUHAUSER (Age 63)          Academic Vice President and Dean of Faculties since August, 1999, Boston College (formerly
c/o Columbia Management             Dean, Boston College School of Management from September, 1977 to August, 1999). Oversees
Advisors, LLC                       89 (3), Saucony, Inc. (athletic footwear)
One Financial Center
Boston, MA 02111
Trustee (since 1985)



30 |




--------------------------------------------------------------------------------
TRUSTEES AND OFFICERS (CONTINUED)
--------------------------------------------------------------------------------



      NAME, ADDRESS AND AGE,
       POSITION WITH FUNDS,
      YEAR FIRST ELECTED OR              PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS, NUMBER OF PORTFOLIOS IN COLUMBIA FUNDS
      APPOINTED TO OFFICE (1)                        COMPLEX OVERSEEN BY TRUSTEE/DIRECTOR, OTHER DIRECTORSHIPS HELD
------------------------------------------------------------------------------------------------------------------------------------
                                 
DISINTERESTED TRUSTEES (continued)
PATRICK J. SIMPSON (Age 61)         Partner, Perkins Coie LLP (law firm). Oversees 83, None
c/o Columbia Management
Advisors, LLC
One Financial Center
Boston, MA 02111
Trustee (since 2000)

THOMAS E. STITZEL (Age 69)          Business Consultant since 1999 (formerly Professor of Finance from 1975 to 1999, College of
c/o Columbia Management             Business, Boise State University); Chartered Financial Analyst. Oversees 83, None
Advisors, LLC
One Financial Center
Boston, MA 02111
Trustee (since 1998)

THOMAS C. THEOBALD (Age 68)         Partner and Senior Advisor, Chicago Growth Partners (private equity investing) since September,
c/o Columbia Management             2004 (formerly Managing Director, William Blair Capital Partners (private equity investing)
Advisors, LLC                       from September, 1994 to September, 2004). Oversees 83, Anixter International (network support
One Financial Center                equipment distributor); Ventas, Inc. (real estate investment trust); Jones Lang LaSalle (real
Boston, MA 02111                    estate management services) and Ambac Financial Group (financial guaranty insurance)
Trustee and Chairman of the
Board (4) (since 1996)

ANNE-LEE VERVILLE (Age 60)          Retired since 1997 (formerly General Manager, Global Education Industry, IBM Corporation
c/o Columbia Management             (computer and technology) from 1994 to 1997). Oversees 83, Chairman of the Board of Directors,
Advisors, LLC                       Enesco Group, Inc. (designer, importer and distributor of giftware and collectibles)
One Financial Center
Boston, MA 02111
Trustee (since 1998)

RICHARD L. WOOLWORTH (Age 64)       Retired since December, 2003 (formerly Chairman and Chief Executive Officer, The Regence Group
c/o Columbia Management             (regional health insurer); Chairman and Chief Executive Officer, BlueCross BlueShield of
Advisors, LLC                       Oregon; Certified Public Accountant, Arthur Young & Company). Oversees 83, Northwest Natural
One Financial Center                Gas Co. (natural gas service provider)
Boston, MA 02111
Trustee (since 1991)

INTERESTED TRUSTEE
WILLIAM E. MAYER (2) (Age 65)       Partner, Park Avenue Equity Partners (private equity) since February, 1999 (formerly Partner,
c/o Columbia Management             Development Capital LLC from November 1996, to February, 1999). Oversees 89 (3), Lee Enterprises
Advisors, LLC                       (print media), WR Hambrecht + Co. (financial service provider); Reader's Digest (publishing);
One Financial Center                OPENFIELD Solutions (retail industry technology provider)
Boston, MA 02111
Trustee (since 1994)



(1)   In December 2000, the boards of each of the former Liberty Funds and
      former Stein Roe Funds were combined into one board of trustees
      responsible for the oversight of both fund groups (collectively, the
      "Liberty Board"). In October 2003, the trustees on the Liberty Board were
      elected to the boards of the Columbia Funds (the "Columbia Board") and of
      the CMG Fund Trust (the "CMG Funds Board"); simultaneous with that
      election, Patrick J. Simpson and Richard L. Woolworth, who had been
      directors on the Columbia Board and trustees on the CMG Funds Board, were
      appointed to serve as trustees of the Liberty Board. The date shown is the
      earliest date on which a trustee/director was elected or appointed to the
      board of a Fund in the Columbia Funds Complex.

(2)   Mr. Mayer is an "interested person" (as defined in the Investment Company
      Act of 1940 (1940 Act)) by reason of his affiliation with WR Hambrecht +
      Co.

(3)   Messrs. Lowry, Neuhauser and Mayer also serve as directors/trustees of the
      Liberty All-Star Funds, currently consisting of 2 funds, which are advised
      by an affiliate of the Advisor.

(4)   Mr. Theobald was appointed as Chairman of the Board effective December 10,
      2003.

The Statement of Additional Information includes additional information about
the Trustees of the Funds and is available, without charge, upon request by
calling 800-426-3750.

                                                                            | 31




--------------------------------------------------------------------------------
TRUSTEES AND OFFICERS (CONTINUED)
--------------------------------------------------------------------------------




      NAME, ADDRESS AND AGE,
  POSITION WITH COLUMBIA FUNDS,
      YEAR FIRST ELECTED OR
       APPOINTED TO OFFICE                                   PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
------------------------------------------------------------------------------------------------------------------------------------
                                 
OFFICERS
CHRISTOPHER L. WILSON (Age 48)      Head of Mutual Funds since August, 2004 and Managing Director of the Advisor since September,
One Financial Center                2005; President of the Columbia Funds, Liberty Funds and Stein Roe Funds since October, 2004;
Boston, MA 02111                    President and Chief Executive Officer of the Nations Funds since January, 2005; President of
President (since 2004)              the Galaxy Funds since April, 2005; Director of Bank of America Global Liquidity Funds, PLC
                                    since May, 2005; Director of Banc of America Capital Management (Ireland), Limited since May,
                                    2005; Director of FIM Funding, Inc. since January, 2005; Senior Vice President of Columbia
                                    Management Distributors, Inc. since January, 2005; Director of Columbia Management Services,
                                    Inc. since January, 2005 (formerly Senior Vice President of Columbia Management from January,
                                    2005 to August, 2005; Senior Vice President of BACAP Distributors LLC from January, 2005 to
                                    July, 2005; President and Chief Executive Officer, CDC IXIS Asset Management Services, Inc.
                                    from September, 1998 to August, 2004).

J. KEVIN CONNAUGHTON (Age 41)       Treasurer of the Columbia Funds since October, 2003 and of the Liberty Funds, Stein Roe Funds
One Financial Center                and All-Star Funds since December, 2000; Managing Director of the Advisor since September, 2005
Boston, MA 02111                    (formerly Vice President of Columbia Management from April, 2003 to August, 2005; President of
Treasurer (since 2000)              the Columbia Funds, Liberty Funds and Stein Roe Funds from February, 2004 to October, 2004;
                                    Chief Accounting Officer and Controller of the Liberty Funds and All-Star Funds from February,
                                    1998 to October, 2000); Treasurer of the Galaxy Funds from September, 2002 to November, 2005
                                    (formerly Treasurer from December, 2002 to December, 2004 and President from February, 2004 to
                                    December, 2004 of the Columbia Management Multi-Strategy Hedge Fund, LLC; Vice President of
                                    Colonial Management Associates, Inc. from February, 1998 to October, 2000).

MARY JOAN HOENE (Age 56)            Senior Vice President and Chief Compliance Officer of the Columbia Funds, Liberty Funds, Stein
100 Federal Street                  Roe Funds and All-Star Funds since August, 2004; Chief Compliance Officer of the Columbia
Boston, MA 02110                    Management Multi-Strategy Hedge Fund, LLC since August 2004; Chief Compliance Officer of the
Senior Vice President and Chief     BACAP Alternative Multi-Strategy Hedge Fund LLC since October 2004 (formerly Partner, Carter,
Compliance Officer (since 2004)     Ledyard & Milburn LLP from January, 2001 to August, 2004; Counsel, Carter, Ledyard & Milburn
                                    LLP from November, 1999 to December, 2000; Vice President and Counsel, Equitable Life Assurance
                                    Society of the United States from April, 1998 to November, 1999).

MICHAEL G. CLARKE (Age 36)          Chief Accounting Officer of the Columbia Funds, Liberty Funds, Stein Roe Funds and All-Star
One Financial Center                Funds since October, 2004; Managing Director of the Advisor since September, 2005 (formerly
Boston, MA 02111                    Controller of the Columbia Funds, Liberty Funds, Stein Roe Funds and All-Star Funds from May,
Chief Accounting Officer            2004 to October, 2004; Assistant Treasurer from June, 2002 to May, 2004; Vice President,
(since 2004)                        Product Strategy & Development of the Liberty Funds and Stein Roe Funds from February, 2001 to
                                    June, 2002; Assistant Treasurer of the Liberty Funds, Stein Roe Funds and the All-Star Funds
                                    from August, 1999 to February, 2001; Audit Manager, Deloitte & Touche LLP from May, 1997 to
                                    August, 1999).

JEFFREY R. COLEMAN (Age 36)         Controller of the Columbia Funds, Liberty Funds, Stein Roe Funds and All-Star Funds since
One Financial Center                October, 2004 (formerly Vice President of CDC IXIS Asset Management Services, Inc. and Deputy
Boston, MA 02111                    Treasurer of the CDC Nvest Funds and Loomis Sayles Funds from February, 2003 to September,
Controller (since 2004)             2004; Assistant Vice President of CDC IXIS Asset Management Services, Inc. and Assistant
                                    Treasurer of the CDC Nvest Funds from August, 2000 to February, 2003; Tax Manager of PFPC, Inc.
                                    from November, 1996 to August, 2000).

R. SCOTT HENDERSON (Age 46)         Secretary of the Columbia Funds, Liberty Funds and Stein Roe Funds since December, 2004
One Financial Center                (formerly Of Counsel, Bingham McCutchen from April, 2001 to September, 2004; Executive Director
Boston, MA 02111                    and General Counsel, Massachusetts Pension Reserves Investment Management Board from September,
Secretary (since 2004)              1997 to March, 2001).



32 |




--------------------------------------------------------------------------------
BOARD CONSIDERATION AND APPROVAL OF INVESTMENT ADVISORY AGREEMENTS
--------------------------------------------------------------------------------

The Advisory Fees and Expenses Committee of the Board of Trustees meets one or
more times annually, usually in late summer, to review the advisory agreements
(collectively, the "Agreements") of the funds for which the Trustees serve as
trustees or directors (each a "fund") and determine whether to recommend that
the full Board approve the continuation of the Agreements for an additional
one-year period. After the Committee has made its recommendation, the full
Board, including the Independent Trustees, determines whether to approve the
continuation of the Agreements. In addition, the Board, including the
Independent Trustees, considers matters bearing on the Agreements at most of its
other meetings throughout the year and meets regularly with the heads of each
investment area within Columbia. The Trustees also meet with selected fund
portfolio managers at various times throughout the year. The Trustees receive
and review all materials that they, their legal counsel or Columbia, the funds'
investment adviser, believe to be reasonably necessary for the Trustees to
evaluate the Agreements and determine whether to approve the continuation of the
Agreements. Those materials generally include, among other items, (i)
information on the investment performance of each fund relative to the
performance of peer groups of mutual funds and the fund's performance
benchmarks, (ii) information on each fund's advisory fees and other expenses,
including information comparing the fund's expenses to those of peer groups of
mutual funds and information about any applicable expense caps and fee
"breakpoints," (iii) sales and redemption data, (iv) information about the
profitability of the Agreements to Columbia, and potential "fall-out" or
ancillary benefits that Columbia and its affiliates may receive as a result of
their relationships with the funds and (v) information obtained through
Columbia's response to a questionnaire prepared at the request of the Trustees
by counsel to the funds and independent legal counsel to the Independent
Trustees. The Trustees also consider other information such as (vi) Columbia's
financial results and financial condition, (vii) each fund's investment
objective and strategies and the size, education and experience of Columbia's
investment staffs and their use of technology, external research and trading
cost measurement tools, (viii) the allocation of the funds' brokerage, if any,
including allocations to brokers affiliated with Columbia and the use of "soft"
commission dollars to pay fund expenses and to pay for research products and
services, (ix) Columbia's resources devoted to, and its record of compliance
with, the funds' investment policies and restrictions, policies on personal
securities transactions and other compliance policies, (x) Columbia's response
to various legal and regulatory proceedings since 2003 and (xi) the economic
outlook generally and for the mutual fund industry in particular. In addition,
the Trustees confer with their independent fee consultant and review materials
relating to the Agreements that the independent fee consultant provides.
Throughout the process, the Trustees have the opportunity to ask questions of
and request additional materials from Columbia and to consult independent legal
counsel to the Independent Trustees.

The Board of Trustees most recently approved the continuation of the Agreements
at its October, 2005 meeting, following meetings of the Advisory Fees and
Expenses Committee held in August, September, and October, 2005. In considering
whether to approve the continuation of the Agreements, the Trustees, including
the Independent Trustees, did not identify any single factor as determinative,
and each weighed various factors as he or she deemed appropriate. The Trustees
considered the following matters in connection with their approval of the
continuation of the Agreements: THE NATURE, EXTENT AND QUALITY OF THE SERVICES
PROVIDED TO THE FUNDS UNDER THE AGREEMENTS. The Trustees considered the nature,
extent and quality of the services provided by Columbia and its affiliates to
the funds and the resources dedicated to the funds by Columbia and its
affiliates. Among other things, the Trustees considered (i) Columbia's ability,
including its resources, compensation programs for personnel involved in fund
management, reputation and other attributes, to attract and retain highly
qualified research, advisory and supervisory investment professionals; (ii) the
portfolio management services provided by those investment professionals; and
(iii) the trade execution services provided on behalf of the funds. For each
fund, the Trustees also considered the benefits to shareholders of investing in
a mutual fund that is part of a family of funds offering exposure to a variety
of asset classes and investment disciplines and providing for a variety of fund
and shareholder services. After reviewing those and related factors, the
Trustees concluded, within the context of their overall conclusions regarding
each of the Agreements, that the nature, extent and quality of services provided
supported the continuation of the Agreements. Investment performance of the
funds and Columbia. The Trustees reviewed information about the performance of
each fund over various time periods, including information prepared by an
independent third party that compared the performance of each fund to the
performance of peer groups of mutual funds and performance benchmarks. The
Trustees also reviewed a description of the third party's methodology for
identifying each fund's peer group for purposes of performance and expense
comparisons. The Trustees also considered additional information that the

                                                                            | 33




--------------------------------------------------------------------------------
BOARD CONSIDERATION AND APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (CONTINUED)
--------------------------------------------------------------------------------

Advisory Fees and Expenses Committee requested from Columbia relating to funds
that presented relatively weaker performance and/or relatively higher expenses.
In the case of each fund that had performance that lagged that of a relevant
peer group for certain (although not necessarily all) periods, the Trustees
concluded that other factors relevant to performance were sufficient, in light
of other considerations, to warrant continuation of the fund's Agreements. Those
factors varied from fund to fund, but included one or more of the following: (i)
that the fund's performance, although lagging in certain recent periods, was
stronger over the longer term; (ii) that the underperformance was attributable,
to a significant extent, to investment decisions that were reasonable and
consistent with the fund's investment strategy and policies and that the fund
was performing as expected, given market conditions and the fund's investment
strategy; (iii) that the fund's performance was competitive when compared to
other relevant performance benchmarks or peer groups; (iv) that Columbia had
taken or was taking steps designed to help improve the fund's investment
performance, including, but not limited to, replacing portfolio managers or
modifying investment strategies; (v) that the fund's advisory fee had recently
been, or was proposed to be, reduced, with the goal of helping the fund's net
return to shareholders become more competitive; and (vi) that other fund
expenses, such as transfer agency or fund accounting fees, have recently been
reduced, with the goal of helping the fund's net return to shareholders become
more competitive. The Trustees also considered Columbia's performance and
reputation generally, the funds' performance as a fund family generally, and
Columbia's historical responsiveness to Trustee concerns about performance and
Columbia's willingness to take steps intended to improve performance. After
reviewing those and related factors, the Trustees concluded, within the context
of their overall conclusions regarding each of the Agreements, that the
performance of each fund and Columbia was sufficient, in light of other
considerations, to warrant the continuation of the Agreements.

THE COSTS OF THE SERVICES PROVIDED AND PROFITS REALIZED BY COLUMBIA AND ITS
AFFILIATES FROM THEIR RELATIONSHIPS WITH THE FUNDS. The Trustees considered THE
fees charged to the funds for advisory services as well as the total expense
levels of the funds. That information included comparisons (provided both by
management and by an independent third party) of the funds' advisory fees and
total expense levels to those of their peer groups and information about the
advisory fees charged by Columbia to comparable accounts. In considering the
fees charged to comparable accounts, the Trustees took into account, among other
things, management's representations about the differences between managing
mutual funds as compared to other types of accounts, including the additional
resources required to effectively manage mutual funds and distribute mutual fund
shares. In evaluating each fund's advisory fees, the Trustees also took into
account the demands, complexity and quality of the investment management of the
fund. The Trustees considered reductions in advisory fee rates, implementation
of advisory fee breakpoints, institution of advisory fee waivers, and changes to
expense caps, which benefited a number of the funds. Furthermore, the Trustees
considered the projected impact on expenses resulting from the overall cost
reductions that management anticipated would result from the shift to a common
group of service providers for transfer agency, fund accounting and custody
services for mutual funds advised by Bank of America affiliates. The Trustees
also noted management's stated justification for the fees charged to the funds,
which included information about the performance of the funds, the services
provided to the funds and management's view as to why it was appropriate that
some funds bear advisory fees or total expenses greater than their peer group
medians. The Trustees also considered the compensation directly or indirectly
received by Columbia and its affiliates from their relationships with the funds.
The Trustees reviewed information provided by management as to the profitability
to Columbia and its affiliates of their relationships with the funds, and
information about the allocation of expenses used to calculate profitability.
When reviewing profitability, the Trustees also considered court cases in which
adviser profitability was an issue in whole or in part, the performance of the
relevant funds, the expense levels of the funds, and whether Columbia had
implemented breakpoints and/or expense caps with respect to the funds.

After reviewing those and related factors, the Trustees concluded, within the
context of their overall conclusions regarding each of the Agreements, that the
advisory fees charged to each of the funds were fair and reasonable, and that
the costs of the advisory services generally, and the related profitability to
Columbia and its affiliates of their relationships with the funds, supported the
continuation of the Agreements.

ECONOMIES OF SCALE. The Trustees considered the existence of any economies of
scale in the provision of services by Columbia to each fund and whether those
economies were shared with the fund through breakpoints in the investment
advisory fees or other means, such as expense waivers. The Trustees noted that
many of the funds benefited from breakpoints, expense caps, or both. In

34 |




--------------------------------------------------------------------------------
BOARD CONSIDERATION AND APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (CONTINUED)
--------------------------------------------------------------------------------

considering those issues, the Trustees also took note of the costs of the
services provided (both on an absolute and a relative basis) and the
profitability to Columbia and its affiliates of their relationships with the
funds, as discussed above. After reviewing those and related factors, the
Trustees concluded, within the context of their overall conclusions regarding
each of the Agreements, that the extent to which economies of scale were shared
with the funds supported the continuation of the Agreements.

OTHER FACTORS. The Trustees also considered other factors, which included but
were not limited to the following:

o     the extent to which each fund had operated in accordance with its
      investment objective and its record of compliance with its investment
      restrictions, and the compliance programs of the funds and Columbia. They
      also considered the compliance-related resources that Columbia and its
      affiliates were providing to the funds.

o     the nature, quality, cost and extent of administrative and shareholder
      services performed by Columbia and its affiliates, both under the
      Agreements and under separate agreements for the provision of transfer
      agency and administrative services.

o     so-called "fall-out benefits" to Columbia, such as the engagement of its
      affiliates to provide distribution, brokerage and transfer agency services
      to the funds, and the benefits of research made available to Columbia by
      reason of brokerage commissions generated by the funds' securities
      transactions, as well as possible conflicts of interest associated with
      those fall-out and other benefits, and the reporting, disclosure and other
      processes in place to disclose and monitor those possible conflicts of
      interest.

o     the draft report provided by the independent fee consultant, which
      included information about and analysis of the funds' fees, expenses and
      performance.

Based on their evaluation of all factors that they deemed to be material,
including those factors described above, and assisted by the advice of
independent counsel and the independent fee consultant, the Trustees, including
the Independent Trustees, approved the continuance of each of the Agreements
through November 30, 2006.

                                                                            | 35




--------------------------------------------------------------------------------
SUMMARY OF MANAGEMENT FEE EVALUATION BY INDEPENDENT FEE CONSULTANT
--------------------------------------------------------------------------------

                    PREPARED PURSUANT TO THE FEBRUARY 9, 2005
                           ASSURANCE OF DISCONTINUANCE
                              BETWEEN THE OFFICE OF
                     ATTORNEY GENERAL OF NEW YORK STATE AND
                     COLUMBIA MANAGEMENT ADVISORS, INC. AND
                        COLUMBIA FUNDS DISTRIBUTOR, INC.

                                OCTOBER 11, 2005

I. OVERVIEW

Columbia Management Advisors, Inc. ("CMA") and Columbia Funds Distributors, Inc.
("CFD") (CFD together with CMA referred to herein as Columbia Management Group
or "CMG1"), entered into an agreement with the New York Attorney General's
Office in the form of an Assurance of Discontinuance (the "AOD"). The AOD
stipulated that CMA would be permitted to manage or advise the Columbia Funds
only if the Independent Members (as such term is defined in the AOD) of the
Columbia Funds' Board of Trustees/Directors (collectively the "Trustees")
appointed a Senior Officer or an Independent Fee Consultant ("IFC") who, among
other things, is to manage the process by which management fees are negotiated.
On May 15, 2005, the Independent Members of the Board appointed me as the IFC
for the Columbia Funds. This report is the annual written evaluation of the
Columbia Funds for 2005 that I have prepared in my capacity as IFC, as required
by the AOD.

A. DUTIES OF THE INDEPENDENT FEE CONSULTANT

As part of the AOD, the Independent Members of the Columbia Funds' Board of
Trustees/Directors agreed to retain an independent fee consultant who was to
participate in the management fee negotiation process. The IFC is charged with
"... duties and responsibilities [that] include managing the process by which
proposed management fees (including, but not limited to, advisory fees) to be
charged the Columbia Fund[s] are negotiated so that they are negotiated in a
manner which is at arms length and reasonable and consistent with this Assurance
of Discontinuance." However, the IFC does not replace the Trustees in their role
of negotiating management and other fees with CMG and its affiliates. In
particular, the AOD states that "Columbia Advisors may manage or advise a
Columbia Fund only if the reasonableness of the proposed management fees is
determined by the Board of Trustees of the Columbia Fund using ... an annual
independent written evaluation prepared by or under the direction of the ...
Independent Fee Consultant...." This report, pursuant to the AOD, constitutes
the "annual independent written evaluation prepared by or under the direction of
the... Independent Fee Consultant."

The AOD requires the IFC report to consider at least the following:

a) Management fees (including any components thereof) charged by other mutual
fund companies for like services;

b) Management fees (including any components thereof) charged to institutional
and other clients of CMA for like services;

c) Costs to CMA and its affiliates of supplying services pursuant to the
management fee agreements, excluding any intra-corporate profit;

d) Profit margins of CMA and its affiliates from supplying such services;

e) Possible economies of scale as the CMA fund grows larger; and

f) The nature and quality of CMA services, including Columbia Funds'
performance.

This report is designed to assist the Board in evaluating the 2005 contract
renewal for Columbia Funds. In addition, this report points out areas where the
Board may deem additional information and analysis to be appropriate over time.

B. SOURCES OF INFORMATION USED IN MY EVALUATION

I have requested data from CMG and various third party industry data sources or
independent research companies that work in the mutual fund arena. The following
list generally describes the types of information I requested.

1. I collected data on performance, management fees, and expense ratios of both
Columbia Funds and comparable non-Columbia Funds. The sources of this
information were CMG, Lipper Inc. ("Lipper") and Morningstar Inc.
("Morningstar"). While Lipper and Morningstar each selected a different group of
peer funds it deemed appropriate against which to measure the relative
performance and fees of Columbia Funds, I conducted an independent review of the
appropriateness of each peer group.

2. I reviewed data on CMG's expense and profitability that I obtained from CMA
directly.

3. I have reviewed data on the organizational structure of CMG in general.

4. I collected information on profitability from Strategic Insight Mutual Fund
Research and Consulting, LLC ("Strategic Insight"). I used this third-party
independent research as an additional method to gauge the accuracy of the data
collected in (2) above.

1     Prior to the date of this report, CMA merged into an affiliated entity,
      Banc of America Capital Management, LLC ("BACAP"), and BACAP then changed
      its name to Columbia Management Advisors, LLC which carries on the
      business of CMA, and CFD changed its name to Columbia Management
      Distributors, Inc.

36 |




5. I conducted interviews with various CMG staff, including members of the
senior management team, legal staff, heads of affiliates, portfolio managers,
and financial personnel.

6. I reviewed current 2005 Section 15(c) material provided to the Board and
material presented to the Board in the 2004 fee and performance evaluation.

7. I have reviewed various academic research papers, industry publications, and
other available literature dealing with mutual fund operations, profitability,
and other issues. In addition, I have reviewed SEC releases and studies of
mutual fund expenses.

8. I have reviewed documents pertaining to recent mutual fund litigation in
general and publicly available information about litigation where CMG has been
involved.

In addition, I have engaged NERA Economic Consulting ("NERA") and independent
consultant Dr. John Rea to assist me in data management and analysis. Both NERA
and Dr. Rea have extensive experience in the mutual fund industry through
consulting, government positions, or industry trade groups that provide unique
insights and special knowledge pertaining to my independent analysis of fees,
performance, and profitability. I have also retained Shearman & Sterling LLP as
outside counsel to advise me in connection with my review.

C. QUALIFICATIONS AND INDEPENDENCE

I am the Walter H. Carpenter Chair and Professor of Finance at Babson College.
Before this I was the Chief Economist of the U.S. Securities and Exchange
Commission. I have no material relationship with Bank of America or CMG aside
from acting as IFC, and am aware of no relationship with any of their
affiliates. [Resume omitted]

II. EVALUATION OF THE GENERAL PROCESS USED TO NEGOTIATE THE ADVISORY CONTRACT

A. GENERAL CONSIDERATIONS

My analysis considered all factors and information I reviewed on the finances
and operations of Columbia Funds. I gave each factor an appropriate weight in my
overall findings, and no single factor was in itself the sole criterion for a
finding or conclusion. My objective was to assess all of the information
provided and conduct a robust evaluation of Columbia Funds' operations, fees,
and performance.

My analysis and thought processes will and, I believe, should, differ in certain
ways from the processes used by Trustees in their evaluation of the management
agreements. In particular, because of my technical and quantitative background,
I may use techniques and data that Trustees have not previously felt would be
useful. I view this supplemental analysis as appropriate because my role is to
assist Trustees in their decisions, and to the extent that I bring new ideas or
analysis to the evaluation, I believe this improves the process by which
management fees for the Columbia Funds may be negotiated in accordance with the
AOD.

Finally, as part of my role as IFC, I have, from time to time, sent to Trustees
additional papers and reports produced by third parties that I felt had bearing
on the fee negotiation process. I viewed these materials as educational in
nature and felt they would aid Trustees in placing their work in context.

B. CMG MANAGEMENT INTERVIEWS

As a starting point of my analysis, I have met with members of CMG staff to gain
an understanding of the organizational structure and personnel involved in
running the Columbia fund family.

I have had general discussions and have received information about the
management structure of CMG. My conversations with management have been
informative. In addition, I have participated in Board meetings where Trustees
and management have discussed issues relating to management agreements and
performance of Columbia Funds. When I felt it was appropriate, I added my
opinions on particular matters, such as fund performance or fee levels, to the
discussion.

C. TRUSTEES' FEE AND PERFORMANCE EVALUATION PROCESS

After making initial requests for information, members of the Trustees of the
Columbia Funds met in advance of the October Section 15(c) contract approval
meeting to review certain fee, performance and other data for the Columbia Funds
and to ask questions and make requests of management. Trustees have developed a
process to evaluate the fee and expense levels and performance of Columbia
Funds. This process is used to highlight those funds that have been performing
poorly, may have had higher management fees or expense ratios, or both.

The process involves providing instructions to Lipper to prepare specific data
analyses tailored to the Trustees review framework. These instructions include
highlighting funds that hit one or more fee performance "screens." The six
screens the Trustees use are as follows:

a. 5th Lipper quintile in actual management fee;

b. 5th Lipper quintile in total expense ratio;

c. Three or more 5th Lipper quintile rankings in the 1-, 3-, 5- or 10-year
performance rankings;

d. Sum of the Lipper Quintile Rank (1-year performance) and the Lipper Quintile
Rank (actual management fee) totals a number equal to or higher than 8;

e. Sum of the Lipper Quintile Rank (1-year performance) and the Lipper Quintile
Rank (total expense ratio) totals a number equal to or higher than 8; and

                                                                            | 37




f. Sum of the Lipper Quintile Rank (3-year performance) and the Lipper Quintile
Rank (total expense ratio) totals a number equal to or higher than 8.

If a fund hits one or more of these screens, it is highlighted for additional
review by the Trustees. This method is only used as an aid for Trustees to
highlight funds and is not the sole test of whether the Board will determine to
take particular actions concerning fees or performance. Funds that have not been
flagged by this screen also may be singled out for fee and performance reasons,
and the Trustees may determine not to take action with respect to the fees or
performance of funds that have been flagged by the screen. These screens
contribute to the basis for discussions on Trustees' views on the Columbia
Funds.

III. FINDINGS

My findings based on my work as IFC are as follows:

1. The Trustees have the relevant information necessary to form an opinion on
the reasonableness of fees and evaluate the performance of the Columbia Funds.
The process the Trustees used in preparing to reach their determination has been
open and informative. In my view, the 2005 process by which the management fees
of the Columbia Funds have been negotiated thus far has been, to the extent
practicable, at arm's length and reasonable and consistent with the AOD.

2. Columbia Funds demonstrated a range of performance relative to their peers. I
find that across the fund complex, 54.26 percent of Columbia Funds have
performance higher than the median of their respective Lipper performance
universe, and 42.55 percent of Columbia Funds have performance higher than the
median of their respective Lipper performance group. In addition, Lipper
performance universe and group comparison showed that Columbia Funds were
distributed roughly evenly across these quintiles. The Trustees have worked with
management to address issues of funds that have demonstrated consistent or
significant underperformance.

3. Columbia Funds demonstrate a range of management fees and expense ratios
relative to their peers. I find that across the fund complex, 58.51 percent of
Columbia Funds have expenses below the median of their Lipper expense universe,
and 53.19 percent of Columbia Funds have expenses below the median of their
Lipper expense group. In addition, Lipper expense universe and group comparisons
show that Columbia Funds are distributed roughly evenly across these quintiles.
The Trustees have taken steps to limit shareholder expenses for certain funds
having management fees significantly above their peers, often though the use of
fee waivers to which CMG has agreed. Consolidation of various funds and fund
families managed by CMG has resulted in substantial savings in non-advisory
expenses.

4. Profitability to CMG of the individual funds ranges widely, but the overall
profitability to CMG of its relationship with the Columbia Funds appears to fall
within a reasonable range. The method of cost allocation to funds is addressed
in the material provided by CMG to the Trustees, but additional information may
be necessary to make a judgment on fund level profitability. My review of
profitability and cost allocation is ongoing, and I plan to continue to develop
my views with regard to fund level profitability.

5. Columbia Funds have instituted fee schedules with breakpoints designed to
enable investors to benefit from fund economies of scale, although 71% of the
funds have not yet reached their first breakpoint. My analysis of the
appropriateness of the breakpoint levels, which I expect will take into account
the cost and profitability of the individual funds, is ongoing.

My work is ongoing and my views may develop over time in light of new
information and analysis.

Respectfully submitted,
Erik R. Sirri

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TRANSFER AGENT

--------------------------------------------------------------------------------
IMPORTANT INFORMATION ABOUT THIS REPORT
The Transfer Agent for Colonial Municipal Income Trust is:

Computershare
P.O. Box 43010
Providence, RI  02940-3010

The trust mails one shareholder report to each shareholder address. Shareholders
can order additional reports by calling 800-730-6001. In addition,
representatives at that number can provide shareholders information about the
trust.

Financial advisors who want additional information about the trust may speak to
a representative at 800-426-3750.

A description of the trust's proxy voting policies and procedures is available
(i) at www.columbiamanagement.com; (ii) on the Securities and Exchange
Commission's website at www.sec.gov, and (iii) without charge, upon request, by
calling 800-730-6001. Information regarding how the trust voted proxies relating
to portfolio securities during the 12-month period ended June 30 is available
from the SEC's website. Information regarding how the trust voted proxies
relating to portfolio securities is also available at
www.columbiamanagement.com.

The trust files a complete schedule of portfolio holdings with the SEC for the
first and third quarters of each fiscal year on Form N-Q. The trust's Form N-Q
is available on the SEC's website at www.sec.gov and may be reviewed and copied
at the SEC's Public Reference Room in Washington, DC. Information on the
operation of the Public Reference Room may be obtained by calling
1-800-SEC-0330.

Annual Certifications -- As required, on June 13, 2005, the trust submitted to
the New York Stock Exchange ("NYSE") the annual certification of the trust's
Chief Executive Officer certifying that he is not aware of any violation of the
NYSE's Corporate Governance listing standards. The trust also has included the
certifications of the trust's Chief Executive Officer and Chief Financial
Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to
the trust's Form N-CSR filed with the Securities and Exchange Commission for the
annual period.

This report has been prepared for shareholders of Colonial Municipal Income
Trust.




--------------------------------------------------------------------------------
                 COLONIAL MUNICIPAL INCOME TRUST    ANNUAL REPORT
--------------------------------------------------------------------------------

                                                 SHC-42/92593-1105(01/06)05/9248




ITEM 2. CODE OF ETHICS.

(a)  The registrant has, as of the end of the period covered by this report,
     adopted a code of ethics that applies to the registrant's principal
     executive officer, principal financial officer, principal accounting
     officer or controller, or persons performing similar functions, regardless
     of whether these individuals are employed by the registrant or a third
     party.

(b)  During the period covered by this report, there were not any amendments to
     a provision of the code of ethics adopted in 2(a) above.

(c)  During the period covered by this report, there were not any waivers or
     implicit waivers to a provision of the code of ethics adopted in 2(a)
     above.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant's Board of Trustees has determined that Douglas A. Hacker, Thomas
E. Stitzel, Anne-Lee Verville and Richard L. Woolworth, each of whom are members
of the registrant's Board of Trustees and Audit Committee, each qualify as an
audit committee financial expert. Mr. Hacker, Mr. Stitzel, Ms. Verville and Mr.
Woolworth are each independent trustees, as defined in paragraph (a)(2) of this
item's instructions and collectively constitute the entire Audit Committee.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Aggregate Audit Fees billed by the principal accountant for professional
services rendered during the fiscal years ended November 30, 2005 and November
30, 2004 are approximately as follows:

                                   2005                           2004
                                  $29,000                        $26,700

Audit Fees include amounts related to the audit of the registrant's annual
financial statements or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years.



(b) Aggregate Audit-Related Fees billed by the principal accountant for
professional services rendered during the fiscal years ended November 30, 2005
and November 30, 2004 are approximately as follows:

                                   2005                           2004
                                  $8,400                         $7,100

Audit-Related Fees include amounts for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported in Audit Fees
above. In both fiscal years 2005 and 2004, Audit-Related Fees include certain
agreed-upon procedures performed for semi-annual shareholder reports and a
rating agency review.

(c) Aggregate Tax Fees billed by the principal accountant for professional
services rendered during the fiscal years ended November 30, 2005 and November
30, 2004 are approximately as follows:

                                   2005                           2004
                                  $3,100                         $3,100

Tax Fees in both fiscal years 2005 and 2004 consist primarily of the review of
annual tax returns. Tax fees include amounts for professional services by the
principal accountant for tax compliance, tax advice and tax planning.

(d) Aggregate All Other Fees billed by the principal accountant for professional
services rendered during the fiscal years ended November 30, 2005 and November
30, 2004 are approximately as follows:

                                   2005                           2004
                                    $0                             $0

All Other Fees include amounts for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) above.

None of the amounts described in paragraphs (a) through (d) above were approved
pursuant to the "de minimis" exception under paragraph (c)(7)(i)(C) of Rule 2-01
of Regulation S-X.

(e)(1) AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

I. GENERAL OVERVIEW

The Audit Committee of the registrant has adopted a formal policy (the "Policy")
which sets forth the procedures and the conditions pursuant to which the Audit
Committee will pre-approve (i) all audit and non-audit (including audit related,
tax and all other) services provided by the registrant's independent auditor to
the registrant and individual funds



(collectively "Fund Services"), and (ii) all non-audit services provided by the
registrant's independent auditor to the funds' adviser or a control affiliate of
the adviser, that relate directly to the funds' operations and financial
reporting (collectively "Fund-related Adviser Services"). A "control affiliate"
is an entity controlling, controlled by, or under common control with the
adviser that provides ongoing services to the funds, and the term "adviser" is
deemed to exclude any unaffiliated sub-adviser whose role is primarily portfolio
management and is sub-contracted or overseen by another investment adviser. The
adviser and control affiliates are collectively referred to as "Adviser
Entities."

The Audit Committee uses a combination of specific (on a case-by-case basis as
potential services are contemplated) and general (pre-determined list of
permitted services) pre-approvals. Unless a type of service has received general
pre-approval, it will require specific pre-approval by the Audit Committee if it
is to be provided by the independent auditor.

The Policy does not delegate the Audit Committee's responsibilities to
pre-approve services performed by the independent auditor to management.

II. GENERAL PROCEDURES

On an annual basis, the Fund Treasurer and/or Director of Trustee Administration
shall submit to the Audit Committee a schedule of the types of Fund Services and
Fund-related Adviser Services that are subject to general pre-approval.

These schedules will provide a description of each type of service that is
subject to general pre-approval and, where possible, will provide estimated fees
for each instance of providing each service. This general pre-approval and
related fees (where provided) will generally cover a one-year period (for
example, from June 1 through May 31 of the following year). The Audit Committee
will review and approve the types of services and review the projected fees for
the next one-year period and may add to, or subtract from, the list of general
pre-approved services from time to time, based on subsequent determinations.
This approval acknowledges that the Audit Committee is in agreement with the
specific types of services that the independent auditor will be permitted to
perform. The fee amounts will be updated to the extent necessary at other
regularly scheduled meetings of the Audit Committee.

In addition to the fees for each individual service, the Audit Committee has the
authority to implement a fee cap on the aggregate amount of non-audit services
provided to an individual fund.

If, subsequent to general pre-approval, a fund, its investment adviser or a
control affiliate determines that it would like to engage the independent
auditor to perform a service that requires pre-approval and that is not included
in the general pre-approval list, the specific pre-approval procedure shall be
as follows:



     o    A brief written request shall be prepared by management detailing the
          proposed engagement with explanation as to why the work is proposed to
          be performed by the independent auditor;

     o    The request should be addressed to the Audit Committee with copies to
          the Fund Treasurer and/or Director of Trustee Administration;

     o    The Fund Treasurer and/or Director of Trustee Administration will
          arrange for a discussion of the service to be included on the agenda
          for the next regularly scheduled Audit Committee meeting, when the
          Committee will discuss the proposed engagement and approve or deny the
          request.

     o    If the timing of the project is critical and the project needs to
          commence before the next regularly scheduled meeting, the Chairperson
          of the Audit Committee may approve or deny the request on behalf of
          the Audit Committee, or, in the Chairperson's discretion, determine to
          call a special meeting of the Audit Committee for the purpose of
          considering the proposal. Should the Chairperson of the Audit
          Committee be unavailable, any other member of the Audit Committee may
          serve as an alternate for the purpose of approving or denying the
          request. Discussion with the Chairperson (or alternate, if necessary)
          will be arranged by the Fund Treasurer and/or Director of Trustee
          Administration. The independent auditor will not commence any such
          project unless and until specific approval has been given.

III. CERTAIN OTHER SERVICES PROVIDED TO ADVISER ENTITIES

The Audit Committee recognizes that there are cases where services proposed to
be provided by the independent auditor to the adviser or control affiliates are
not Fund-related Adviser Services within the meaning of the Policy, but
nonetheless may be relevant to the Audit Committee's ongoing evaluation of the
auditor's independence and objectivity with respect to its audit services to the
funds. As a result, in all cases where an Adviser Entity engages the independent
auditor to provide audit or non-audit services that are not Fund Services or
Fund-related Adviser Services, were not subject to pre-approval by the Audit
Committee, and the projected fees for any such engagement (or the aggregate of
all such engagements during the period covered by the Policy) exceeds a
pre-determined threshold established by the Audit Committee; the independent
auditor, Fund Treasurer and/or Director of Trustee Administration will notify
the Audit Committee not later than its next meeting. Such notification shall
include a general description of the services provided, the entity that is to be
the recipient of such services, the timing of the engagement, the entity's
reasons for selecting the independent auditor, and the projected fees. Such
information will allow the Audit Committee to consider whether non-audit
services provided to the adviser and Adviser Entities, which were not subject to
Audit Committee pre-approval, are compatible with maintaining the auditor's
independence with respect to the Funds.

IV.      REPORTING TO THE AUDIT COMMITTEE



The Fund Treasurer or Director of Trustee Administration shall report to the
Audit Committee at each of its regular meetings regarding all Fund Services or
Fund-related Adviser Services initiated since the last such report was rendered,
including:

     o    A general description of the services, and

     o    Actual billed and projected fees, and

     o    The means by which such Fund Services or Fund-related Adviser Services
          were pre-approved by the Audit Committee.

In addition, the independent auditor shall report to the Audit Committee
annually, and no more than 90 days prior to the filing of audit reports with the
SEC, all non-audit services provided to entities in the funds' "investment
company complex," as defined by SEC rules, that did not require pre-approval
under the Policy.

V. AMENDMENTS; ANNUAL APPROVAL BY AUDIT COMMITTEE

The Policy may be amended from time to time by the Audit Committee. Prompt
notice of any amendments will be provided to the independent auditor, Fund
Treasurer and Director of Trustee Administration. The Policy shall be reviewed
and approved at least annually by the Audit Committee.

                                      *****

(e)(2) The percentage of services described in paragraphs (b) through (d) of
this Item approved pursuant to the "de minimis" exception under paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X during both fiscal years ended
November 30, 2005 and November 30, 2004 was zero.

(f) Not applicable.

(g) All non-audit fees billed by the registrant's accountant for services
rendered to the registrant for the fiscal years ended November 30, 2005 and
November 30, 2004 are disclosed in (b) through (d) of this Item.

During the fiscal years ended November 30, 2005 and November 30, 2004, there
were no Audit-Related Fees, Tax Fees or All Other Fees that were approved for
services to the investment adviser (not including any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser) and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the registrant under
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

The percentage of Audit-Related Fees, Tax Fees and All Other Fees required to be
approved under paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X that were
approved under the "de minimis" exception during both fiscal years ended
November 30, 2005 and November 30, 2004 was zero.



(h) The registrant's Audit Committee of the Board of Directors has considered
whether the provision of non-audit services that were rendered to the
registrant's adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the investment adviser that provides ongoing services to the registrant
that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X, is compatible with maintaining the principal accountant's
independence. The Audit Committee determined that the provision of such services
is compatible with maintaining the principal accountant's independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

The registrant has a separately-designated standing audit committee established
in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C.
78c(a)(58)(A)). Douglas A. Hacker, Thomas E. Stitzel, Anne-Lee Verville and
Richard L. Woolworth are each independent trustees and collectively constitute
the entire Audit Committee.

ITEM 6. SCHEDULE OF INVESTMENTS

The registrant's "Schedule I - Investments in securities of unaffiliated
issuers" (as set forth in 17 CFR 210.12-12) is included in Item 1 of this Form
N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

The Fund has delegated to Columbia Management Advisors, LLC (the "Advisor") the
responsibility to vote proxies relating to portfolio securities held by the
Fund. In deciding to delegate this responsibility to the Advisor, the Board of
Trustees of the Trust reviewed and approved the policies and procedures adopted
by the Advisor. These included the procedures that the Advisor follows when a
vote presents a conflict between the interests of the Fund and its shareholders
and the Advisor, its affiliates, its other clients or other persons.

The Advisor's policy is to vote all proxies for Fund securities in a manner
considered by the Advisor to be in the best interest of the Fund and its
shareholders without regard to any benefit to the Advisor, its affiliates, its
other clients or other persons. The Advisor examines each proposal and votes
against the proposal, if, in its judgment, approval or adoption of the proposal
would be expected to impact adversely the current or potential market value of
the issuer's securities. The Advisor also examines each proposal and votes the
proxies against the proposal, if, in its judgment, the proposal would be
expected to affect adversely the best interest of the Fund. The Advisor
determines the best interest of the Fund in light of the potential economic
return on the Fund's investment.



The Advisor addresses potential material conflicts of interest by having
predetermined voting guidelines. For those proposals that require special
consideration or in instances where special circumstances may require varying
from the predetermined guideline, the Advisor's Proxy Committee determines the
vote in the best interest of the Fund, without consideration of any benefit to
the Advisor, its affiliates, its other clients or other persons. The Advisor's
Proxy Committee is composed of representatives of the Advisor's equity
investments, equity research, compliance, legal and fund administration
functions. In addition to the responsibilities described above, the Proxy
Committee has the responsibility to review, on a semi-annual basis, the
Advisor's proxy voting policies to ensure consistency with internal and
regulatory agency policies and to develop additional predetermined voting
guidelines to assist in the review of proxy proposals.

The Proxy Committee may vary from a predetermined guideline if it determines
that voting on the proposal according to the predetermined guideline would be
expected to impact adversely the current or potential market value of the
issuer's securities or to affect adversely the best interest of the client.
References to the best interest of a client refer to the interest of the client
in terms of the potential economic return on the client's investment. In
determining the vote on any proposal, the Proxy Committee does not consider any
benefit other than benefits to the owner of the securities to be voted. A member
of the Proxy Committee is prohibited from voting on any proposal for which he or
she has a conflict of interest by reason of a direct relationship with the
issuer or other party affected by a given proposal. Persons making
recommendations to the Proxy Committee or its members are required to disclose
to the Committee any relationship with a party making a proposal or other matter
known to the person that would create a potential conflict of interest.

The Advisor has retained Institutional Shareholder Services ("ISS"), a third
party vendor, to implement its proxy voting process. ISS provides proxy
analysis, record keeping services and vote disclosure services.

ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not yet applicable.





ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

                                               Registrant Purchases of Equity Securities*

                                     (a)              (b)                     (c)                          (d)
                                                                        Total Number of             Maximum Number of
                                                                      Shares Purchased as          Shares that May Yet
            Period               Total Number    Average Price         Part of Publically          Be Purchased Under
                                  of Shares     Paid Per Share          Announced Plans           the Plans or Programs
--------------------------------------------------------------------------------------------------------------------------
                                                                                        

06/01/05 through 06/30/05           8,690            $5.58                   8,690                         N/A

07/01/05 through 07/31/05           8,633            $5.64                   8,633                         N/A

08/01/05 through 08/31/05           8,617            $5.69                   8,617                         N/A

09/01/05 through 09/30/05           8,589            $5.62                   8,589                         N/A

10/01/05 through 10/31/05           9,844            $5.38                   9,844                         N/A

11/01/05 through 11/30/05           9,534            $5.46                   9,534                         N/A
--------------------------------------------------------------------------------------------------------------------------
Total                               53,907           $5.56                   53,907                        N/A
--------------------------------------------------------------------------------------------------------------------------


* Includes shares purchased by the Dividend Reinvestment Agent pursuant to the
Registrant's Dividend Reinvestment Plan.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have not been any material changes to the procedures by which shareholders
may recommend nominees to the registrant's board of directors, since those
procedures were last disclosed in response to requirements of Item
7(d)(2)(ii)(G) of Schedule 14A or this Item.

ITEM 11. CONTROLS AND PROCEDURES.

(a)      The registrant's principal executive officer and principal financial
         officers, based on their evaluation of the registrant's disclosure
         controls and procedures as of a date within 90 days of the filing of
         this report, has concluded that such controls and procedures are
         adequately designed to ensure that information required to be disclosed
         by the registrant in Form N-CSR is accumulated and communicated to the
         registrant's management, including the principal executive officer and
         principal financial officer, or persons performing similar functions,
         as appropriate to allow timely decisions regarding required disclosure.



(b)      There were no changes in the registrant's internal control over
         financial reporting that occurred during the registrant's second fiscal
         quarter of the period covered by this report that has materially
         affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Code of ethics required to be disclosed under Item 2 of Form N-CSR
attached hereto as Exhibit 99.CODE ETH.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act
of 1940 (17 CFR 270.30a-2(a)) attached hereto as Exhibit 99.CERT.

(a)(3) Not applicable.

(b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of
1940 (17 CFR 270.30a-2(b)) attached hereto as Exhibit 99.906CERT.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

(registrant)                        Colonial Municipal Income Trust
            ----------------------------------------------------------------


By (Signature and Title)            /S/ Christopher L. Wilson
                        ----------------------------------------------------
                                    Christopher L. Wilson, President


Date                                January 25, 2006
    ------------------------------------------------------------------------


Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By (Signature and Title)            /S/ Christopher L. Wilson
                        ----------------------------------------------------
                                    Christopher L. Wilson, President


Date                                January 25, 2006
    ------------------------------------------------------------------------


By (Signature and Title)            /S/ J. Kevin Connaughton
                        ----------------------------------------------------
                                    J. Kevin Connaughton, Treasurer


Date                                January 25, 2006
    ------------------------------------------------------------------------