UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM N-CSR

 

Investment Company Act file number

811-05655

 

DWS Municipal Income Trust

(Exact Name of Registrant as Specified in Charter)

 

222 South Riverside Plaza

Chicago, IL 60606

(Address of principal executive offices)             (Zip code)

 

Registrant’s Telephone Number, including Area Code: (212) 454-7190

 

Paul Schubert

345 Park Avenue

New York, NY 10154

(Name and Address of Agent for Service)

 

Date of fiscal year end:

11/30

 

Date of reporting period:

11/30/06

 

 

ITEM 1.               REPORT TO STOCKHOLDERS

 

 

NOVEMBER 30, 2006

Annual Report
to Shareholders

DWS Municipal Income Trust

mit_Cover190

Contents

Click Here Performance Summary

Click Here Portfolio Management Review

Click Here Portfolio Summary

Click Here Investment Portfolio

Click Here Financial Statements

Click Here Financial Highlights

Click Here Notes to Financial Statements

Click Here Report of Independent Registered Public Accounting Firm

Click Here Tax Information

Click Here Other Information

Click Here Dividend Repurchase Plan

Click Here Investment Management Agreement Approval

Click Here Trustees and Officers

Click Here Additional Information

Investments in funds involve risk. Certain investors' income may be subject to the federal Alternative Minimum Tax (AMT), and federal, state and local taxes may apply. The fund invests in individual bonds whose yields and market values fluctuate, so that your investment may be worth more or less than its original cost. Bond investments are subject to interest-rate risk such that when interest rates rise, the prices of the bonds, and thus the value of the bond fund, can decline and the investor can lose principal value. Closed-end funds, unlike open-end funds, are not continuously offered. There is a one time public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Shares of closed-end funds frequently trade at a discount to net asset value. The price of the fund's shares is determined by a number of factors, several of which are beyond the control of the fund. Therefore, the fund cannot predict whether its shares will trade at, below or above net asset value.

DWS Scudder is part of Deutsche Asset Management, which is the marketing name in the US for the asset management activities of Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Asset Management, Inc., Deutsche Investment Management Americas Inc. and DWS Trust Company.

NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

Performance Summary November 30, 2006

Performance is historical, assumes reinvestment of all dividend and capital gain distributions, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when sold, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please visit www.cef.dws-scudder.com for the Fund's most recent month-end performance.

Fund specific data and performance are provided for informational purposes only and are not intended for trading purposes.

Returns and rankings based on net asset value during all periods shown reflect a custodian fee reduction. Without this fee reduction, returns and rankings would have been lower.

Average Annual Total Returns as of 11/30/06

DWS Municipal Income Trust

1-Year

3-Year

5-Year

10-Year

Based on Net Asset Value(a)

5.88%

5.28%

7.12%

6.71%

Based on Market Price(a)

-6.47%

3.48%

5.86%

4.94%

Lehman Brothers Municipal Bond Index+

6.12%

4.69%

5.40%

5.75%

Lipper General Closed-End Municipal Debt Funds (Leveraged) Category++

9.06%

7.25%

7.55%

6.53%

Sources: Lipper Inc. and Deutsche Investment Management Americas Inc.

Net Asset Value and Market Price

 

As of 11/30/06

As of 11/30/05

Net Asset Value

$ 12.17

$ 12.14

Market Price

$ 10.98

$ 12.40

Prices and net asset value fluctuate and are not guaranteed.

(a) Total return based on net asset value reflects changes in the Fund's net asset value during each period. Total return based on market value reflects changes in market value. Each figure assumes that dividend and capital gain distributions, if any, were reinvested. These figures will differ depending upon the level of any discount from or premium to net asset value at which the Fund's shares traded during the period.

+ The Lehman Brothers Municipal Bond Index is an unmanaged, unleveraged market-value-weighted measure of municipal bonds issued across the United States. Index issues have a credit rating of at least Baa and a maturity of at least two years. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.

++ The Lipper General Closed-End Municipal Debt Funds (Leveraged) category includes closed-end funds that invest in general municipal debt issues in the top-four credit grades. Lipper figures represent the average of the total returns reported by all of the closed-end funds designated by Lipper Inc. as falling into the General Closed-End Municipal Debt Funds (Leveraged) Category. Category returns assume reinvestment of all distributions. It is not possible to invest directly into a Lipper category.

Distribution Information

Twelve Months:

Income Dividends (common shareholders) as of 11/30/06

$ .62

November Income Dividends (common shareholders)

$ .0400

Current Annualized Distribution Rate (based on Net Asset Value) as of 11/30/06++

3.94%

Current Annualized Distribution Rate (based on Market Price) as of 11/30/06++

4.37%

Tax Equivalent Distribution Rate (based on Net Asset Value) as of 11/30/06++

6.06%

Tax Equivalent Distribution Rate (based on Market Price) as of 11/30/06++

6.72%

++ Current annualized distribution rate is the latest monthly dividend shown as an annualized percentage of net asset value/market price on November 30, 2006. Distribution rate simply measures the level of dividends and is not a complete measure of performance. Tax equivalent distribution rate is based on the Fund's distribution rate and a marginal income tax rate of 35%. Distribution rates are historical, not guaranteed and will fluctuate.

Lipper Rankings — General Closed-End Municipal Debt Funds (Leveraged) Category as of 11/30/06

Period

Rank

 

Number of Funds Tracked

Percentile Ranking (%)

1-Year

56

of

56

99

3-Year

52

of

56

92

5-Year

41

of

49

82

10-Year

19

of

39

48

Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on net asset value total return with distributions reinvested.

Portfolio Management Review

DWS Municipal Income Trust: A Team Approach to Investing

Deutsche Investment Management Americas Inc. ("DeIM" or the "Advisor"), which is part of Deutsche Asset Management, is the investment advisor for DWS Municipal Income Trust. DeIM and its predecessors have more than 80 years of experience managing mutual funds and DeIM provides a full range of investment advisory services to institutional and retail clients. DeIM is also responsible for selecting brokers and dealers and for negotiating brokerage commissions and dealer charges.

Deutsche Asset Management is a global asset management organization that offers a wide range of investing expertise and resources. This well-resourced global investment platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing styles.

DeIM is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is engaged in a wide range of financial services, including investment management, mutual funds, retail, private and commercial banking, investment banking and insurance.

Portfolio Management Team

Philip G. Condon

Managing Director of Deutsche Asset Management and Co-Lead Portfolio Manager of the fund.

Joined Deutsche Asset Management in 1983 and the fund team in 1998.

Over 29 years of investment industry experience.

BA and MBA, University of Massachusetts at Amherst.

Eleanor R. Lynch, CFA

Director of Deutsche Asset Management and Co-Lead Portfolio Manager of the fund.

Joined Deutsche Asset Management in 1995 and the fund team in 1998.

Over 19 years of investment industry experience.

BS, Ursinus College; MS, Drexel University.

Philip G. Condon and Eleanor R. Lynch serve as co-lead portfolio managers of DWS Municipal Income Trust. In the following interview, the DWS municipal bond team discusses the fund's performance for the period and the market environment for municipal bonds.

Q: Will you describe the general market environment during the annual period ended November 30, 2006?

A: Municipal bonds delivered solid results over the period. The municipal bond market, as measured by the Lehman Brothers Municipal Bond Index, delivered a positive total return of 6.12% for the 12 months ended November 30, 2006.1 The broad bond market, as measured by the Lehman Brothers Aggregate Bond Index, delivered a total return of 5.94% for the same period.2

For much of the period, the US Federal Reserve Board (the Fed) continued to gradually increase short-term interest rates as it attempted to move to a neutral monetary policy. Specifically, the federal funds rate (fed funds rate) — the overnight interbank lending rate and a benchmark for interest rates generally — was raised five times by 0.25%, to its current level of 5.25%. As a result, yields on shorter-term issues, which are most directly impacted by Fed rate changes, rose significantly. By contrast, yields on longer-term municipal bonds fell significantly. Since a bond's yield moves in the opposite direction of its price, this meant that long-term bonds generally provided the strongest performance.

1 The Lehman Brothers Municipal Bond Index is an unmanaged, unleveraged market-value-weighted measure of municipal bonds issued across the United States. Index issues have a credit rating of at least Baa and a maturity of at least two years.

2 The Lehman Brothers Aggregate Bond Index is an unmanaged, unleveraged index representing domestic taxable investment-grade bonds, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities with average maturities of one year or more.

Index returns assume reinvestment of all distributions and, unlike fund returns, do not include fees or expenses. It is not possible to invest directly into an index.

The relationship between supply of, and demand for, municipal issues can be an important factor in the performance of this market. High demand or low supply can drive municipal bond prices higher, while low demand or high supply can have the reverse effect. Municipal supply nationally began to ease in late 2005, and remained lower for much of 2006, before beginning to uptick as rates fell. On the demand side, the municipal market has been increasingly driven by institutional investors using nontraditional strategies to benefit in a leveraged fashion from disparities between the tax-free and taxable markets. In addition, there has been strong interest from foreign buyers due to attractive features of the municipal market such as a relatively steep yield curve and low volatility compared to other available markets.3 The combination of lightening supply of, and strong institutional demand for, municipal issues contributed to their strong performance.

3 The yield curve is a graph with a left-to-right line that shows how high or low yields are, from the shortest to the longest maturities. Typically (and when the yield curve is characterized as "steep," this is especially true) the line rises from left to right as investors who are willing to tie up their money for a longer period are rewarded with higher yields.

The two-year bond yield increased 21 basis points from 3.24% to 3.45% while the 30-year yield fell 64 basis points to 3.91% from 4.55%, resulting in a total flattening of 85 basis points. (See the graph below for municipal bond yield changes from the beginning to the end of the period.)

Municipal Bond Yield Curve (as of 11/30/05 and 11/30/06)

mit_yield140

Source: Municipal Market Data, AAA-rated universe

This chart is not intended to represent the yield of any DWS fund.

Q: How did DWS Municipal Income Trust perform for the 12-month period ended November 30, 2006?

A: DWS Municipal Income Trust delivered a total return based on net asset value (NAV) of 5.88% for the 12-month period ended November 30, 2006. The fund posted a return based on market value of -6.47% for the annual period. Its average peer in the Lipper General Closed-End Municipal Debt Funds (leveraged) category for closed-end funds delivered 9.06% in the period (based on NAV).4 The fund's benchmark, the unmanaged, unleveraged Lehman Brothers Municipal Bond Index, returned 6.12%. (Past performance is no guarantee of future results. Please see pages 4 through 5 for more complete performance information.)

4 The Lipper General Closed-End Municipal Debt Funds (leveraged) category includes closed-end funds that invest in general municipal debt issues in the top-four credit grades. Lipper figures represent the average of the total returns reported by all of the closed-end funds designated by Lipper Inc. as falling into the General Closed-End Municipal Debt Funds (leveraged) category. For the one-, five- and 10-year periods this category's average was 9.06% (56 funds), 7.55% (49 funds) and 6.53% (39 funds), respectively, as of 11/30/06. Category returns assume reinvestment of all distributions. It is not possible to invest directly into a Lipper category.

We believe the fund's return based on market value is primarily the result of reductions in the fund's dividend over the period. These reductions reflected increased borrowing costs related to the fund's preferred shares.

Q: How was the fund positioned, and how did this positioning contribute to its performance for the annual period ended November 30, 2006?

A: Over the period we managed the fund to preserve its earnings capacity, and in this vein we continued to avoid excessive sales of bonds carrying high distribution yields. As a result, the fund's duration profile has shortened, with an increase in exposure to maturities under 10 years.5 The fund's conservative structure with respect to interest rates constrained returns, given the significant decline in long-term rates over the year. We expect to move the fund to a more neutral duration going forward.

5 Duration is a measure of bond price volatility. Duration can be defined as the approximate percentage change in price for a 100-basis-point (one single percentage point) change in market interest rate levels. A duration of 1.25, for example, means that the price of a bond or bond portfolio should rise by approximately 1.25% for a one-percentage-point drop in interest rates, and that it should fall by 1.25% for a one-percentage-point rise in interest rates.

With respect to credit risk, the yield advantage provided by BBB-rated versus AAA-rated issues has for some time been narrow by historical standards, and we did not feel that we could justify any significant tilt toward lower quality given the minimal incremental reward. This held back performance, as credit spreads tightened over the period. Our holdings of tobacco-related issues helped returns as this sector benefited from spread tightening and refunding activity (which generally results in a price increase as affected issues are revalued to their call date). Ongoing refunding activity is the principal explanation for the increased representation of prerefunded bonds in the fund over the 12-month period.

As noted earlier, institutional investors using similar nontraditional strategies have been driving a fundamental shift in the dynamics of the municipal market. As a result, we believe the municipal yield curve has not only flattened but can be expected to remain flatter than its history suggests is the norm. In addition, as the use of municipal bonds in hedging strategies increases, their returns are becoming more influenced by those of other markets. We are monitoring these trends closely and factoring them into our decisions with respect to yield curve exposure.

The flattening of the yield curve that has occurred has significantly reduced the income advantage provided by longer-term issues. We believe the fund is currently well positioned should the yield curve steepen going forward and if quality spreads widen. At the end of the period, the 10-year municipal bond was yielding nearly 80% of the comparable maturity Treasury bond before taking into account the impact of taxes, reflecting in our view a reasonably attractive valuation. We will continue to take a prudent approach to investing in the municipal market, while seeking to maintain a competitive dividend.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results.

Portfolio Summary

Asset Allocation

11/30/06

11/30/05

 

 

 

Revenue Bonds

47%

54%

ETM/Prerefunded Bonds

32%

25%

US Government Secured

17%

15%

Lease Obligations

4%

6%

 

100%

100%

Quality

11/30/06

11/30/05

 

 

 

AAA

72%

73%

AA

4%

3%

A

14%

13%

BBB

8%

8%

BB

1%

Not Rated

2%

2%

 

100%

100%

Interest Rate Sensitivity

11/30/06

11/30/05

 

 

 

Average Maturity

4.5 years

5.4 years

Duration

4.1 years

4.7 years

Top Five State Allocations (% of Total Investment Portfolio)

11/30/06

11/30/05

 

 

 

Texas

12%

11%

California

12%

12%

New York

9%

11%

New Jersey

7%

7%

Illinois

6%

5%

Asset allocation, quality, interest rate sensitivity and state allocations are subject to change. Duration shown does not account for the leverage position of the Fund.

The quality ratings represent the lower of Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") credit ratings. The ratings of Moody's and S&P represent their opinions as to the quality of the securities they rate. Ratings are relative and subjective and are not absolute standards of quality. The Fund's credit quality does not remove market risk.

For more complete details about the Fund's investment portfolio, see page 13. A quarterly Fact Sheet is available upon request. Please see the Additional Information section for contact information.

Following the Fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC's Web site at www.sec.gov, and it also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330.

Investment Portfolio as of November 30, 2006

 

Principal Amount ($)

Value ($)

 

 

Municipal Bonds and Notes 153.4%

Alabama 5.2%

Alabama, Port Authority Revenue, Docks Department, AMT, 6.3%, 10/1/2021 (a)

8,250,000

8,431,747

Camden, AL, Industrial Development Board Revenue, AMT, Series B, 6.375%, 12/1/2024

1,000,000

1,103,980

Huntsville, AL, Hospital & Healthcare Revenue, Health Care Authority, Series A, 5.75%, 6/1/2031

5,500,000

5,918,990

Huntsville, AL, Water & Sewer Revenue, AMT, 5.75%, 10/1/2011 (a)

8,560,000

9,150,726

 

24,605,443

Arizona 1.6%

Arizona, Hospital & Healthcare Revenue, Health Facilities Authority, Catholic Healthcare West, Series A, 6.625%, 7/1/2020

7,000,000

7,737,870

California 17.7%

California, Electric Revenue, Department of Water Resources and Power Supply, Series A, 5.375%, 5/1/2022

7,350,000

8,114,400

California, Special Assessment Revenue, Golden State Tobacco Securitization Corp.:

 

 

Series A, 5.0%, 6/1/2038 (a)

2,500,000

2,666,625

Series B, 5.625%, 6/1/2038

7,080,000

7,928,609

Series 2003-A-1, 6.75%, 6/1/2039

11,730,000

13,499,470

California, State General Obligation:

 

 

Series 2, 5.0%, 9/1/2019

4,385,000

4,759,216

5.0%, 12/1/2020

4,600,000

4,918,688

5.0%, 3/1/2022 (a)

3,500,000

3,775,660

5.0%, 6/1/2028

3,000,000

3,202,170

5.125%, 4/1/2024

4,400,000

4,736,424

5.25%, 12/1/2021

10,215,000

11,198,500

5.25%, 4/1/2030

6,250,000

6,644,875

California, State Public Works Board, Lease Revenue, Department of Mental Health, Series A, 5.5%, 6/1/2021

5,000,000

5,583,200

California, State Revenue Lease, Public Works Board, Department of Corrections, Series C, 5.5%, 6/1/2021

2,500,000

2,774,575

Mount Diablo, CA, Unified School District, Election of 2002, 5.0%, 6/1/2029 (a)

2,000,000

2,150,800

Palmdale, CA, Water District Revenue, Certificates of Participation, 5.0%, 10/1/2034 (a)

2,000,000

2,124,720

 

84,077,932

Colorado 6.9%

Colorado, Hospital & Healthcare Revenue, Portercare Adventist Health Project, 6.5%, 11/15/2031

1,000,000

1,138,240

Colorado, Hospital & Healthcare Revenue, Poudre Valley Health Facilities:

 

 

Series A, 5.5%, 12/1/2017 (a)

6,145,000

6,537,850

Series A, 6.0%, 12/1/2015 (a)

5,705,000

6,150,275

Series A, 6.0%, 12/1/2016 (a)

2,000,000

2,156,100

Colorado, Single Family Housing Revenue, AMT, Series B2, 7.25%, 10/1/2031

235,000

238,910

Colorado, Transportation/Tolls Revenue, Anticipation Note, Prerefunded, 6.0%, 6/15/2011 (a)

10,000,000

10,864,800

Denver, CO, Airport Revenue, AMT, Series A, 6.0%, 11/15/2014 (a)

5,000,000

5,397,000

 

32,483,175

District of Columbia 8.6%

District of Columbia, Ballpark Revenue, Series B-1, 5.0%, 2/1/2017 (a)

2,275,000

2,490,670

District of Columbia, Core City General Obligation, Series B, 5.5%, 6/1/2011 (a)

20,000,000

21,605,400

District of Columbia, ETM, Series A, Prerefunded, 5.5%, 6/1/2014 (a)

640,000

675,430

District of Columbia, General Obligation:

 

 

Prerefunded, Series A-2005, 5.25%, 6/1/2027 (a)

2,585,000

2,675,398

Series A-2005, 5.25%, 6/1/2027 (a)

8,245,000

8,499,606

District of Columbia, Howard University Revenue, Series A, 5.0%, 10/1/2023 (a)

2,810,000

3,042,443

District of Columbia, State General Obligation, Series A, 5.5%, 6/1/2014 (a)

1,860,000

1,957,036

 

40,945,983

Florida 6.4%

Dade County, FL, Airport Revenue, AMT, Series A, 5.75%, 10/1/2026 (a)

13,000,000

13,278,850

Dade County, FL, Special Assessment Revenue:

 

 

Series B, Prerefunded, Zero Coupon, 10/1/2022 (a)

7,735,000

3,100,729

Series B, Prerefunded, Zero Coupon, 10/1/2024 (a)

16,955,000

5,986,302

Hillsborough County, FL, Industrial Development Revenue, University Community Hospital Project, Series A, 5.625%, 8/15/2023

1,000,000

1,048,530

Miami-Dade County, FL, Transportation/Tolls Revenue, Expressway Authority:

 

 

6.0%, 7/1/2013 (a)

1,665,000

1,814,667

6.0%, 7/1/2014 (a)

1,000,000

1,089,360

Orange County, FL, Health Facilities Authority Revenue, Orlando Regional Healthcare System, 5.75%, 12/1/2032

1,000,000

1,112,570

Palm Beach County, FL, School District Revenue Lease, Series A, Prerefunded, 5.75%, 8/1/2017 (a)

2,850,000

3,086,265

 

30,517,273

Georgia 1.9%

Atlanta, GA, General Obligation, Series A, 5.0%, 12/1/2021 (a)

4,455,000

4,850,515

Atlanta, GA, Water & Wastewater Revenue, Water Utilities Improvements, 5.0%, 11/1/2024 (a)

4,000,000

4,281,720

 

9,132,235

Hawaii 7.2%

Hawaii, Airport System Revenue, AMT, Series B, 6.5%, 7/1/2013 (a)

8,800,000

9,666,096

Hawaii, Electric Revenue, Department of Budget & Finance, AMT:

 

 

Series D, 6.15%, 1/1/2020 (a)

2,195,000

2,320,027

Series A, 6.2%, 5/1/2026 (a)

13,200,000

13,335,036

Hawaii, Port Authority Revenue, AMT:

 

 

Series A, 6.0%, 7/1/2011 (a)

2,950,000

3,205,824

Series A, 6.0%, 7/1/2012 (a)

3,135,000

3,379,436

Hawaii, State General Obligation, Series CT, Prerefunded, 5.75%, 9/1/2014 (a)

2,310,000

2,466,433

 

34,372,852

Idaho 0.0%

Idaho, Single Family Housing Revenue, AMT, Series C2, 6.9%, 7/1/2025

110,000

110,173

Illinois 9.6%

Chicago, IL, Airport Revenue, O'Hare International Airport, AMT, 5.5%, 1/1/2014 (a)

10,000,000

10,588,300

Chicago, IL, Core City General Obligation:

 

 

Series A, Prerefunded, 6.0%, 1/1/2014 (a)

2,085,000

2,275,736

Series A, Prerefunded, 6.125%, 1/1/2015 (a)

2,000,000

2,190,960

Series A, 6.125%, 1/1/2016 (a)

2,000,000

2,190,960

Chicago, IL, O'Hare International Airport Revenue, Series A, 5.0%, 1/1/2019 (a)

4,000,000

4,338,560

Chicago, IL, Other General Obligation, Neighborhoods Alive 21 Project:

 

 

Series A, Prerefunded, 6.0%, 1/1/2015 (a)

1,000,000

1,091,480

Series A, 6.0%, 1/1/2017 (a)

1,000,000

1,091,480

Chicago, IL, Water Revenue, Series A, 5.0%, 11/1/2020 (a)

3,615,000

3,953,400

Illinois, Development Finance Authority, Hospital Revenue, Adventist Health System, Sunbelt Obligation, 5.5%, 11/15/2020

2,500,000

2,660,800

Illinois, Health Facilities Authority Revenue, Children's Memorial Hospital, Series A, Prerefunded, 5.625%, 8/15/2019 (a)

4,000,000

4,252,400

Illinois, Higher Education Revenue, DePaul University, Educational Facilities Authority:

 

 

Prerefunded, 5.625%, 10/1/2013 (a)

2,695,000

2,919,844

Prerefunded, 5.625%, 10/1/2015 (a)

1,710,000

1,852,665

Illinois, Sales & Special Tax Revenue, Metropolitan Pier & Exposition Authority:

 

 

Series A, ETM, 5.5%, 6/15/2017 (a)

1,955,000

2,264,457

Series A, 5.5%, 6/15/2017 (a)

1,555,000

1,788,079

Will County, IL, Industrial Development Revenue, Mobil Oil Refining Corp. Project, AMT, 6.0%, 2/1/2027

2,000,000

2,026,860

 

45,485,981

Indiana 1.2%

Indiana, Hospital & Healthcare Revenue, Health Facilities Authority, 5.5%, 11/1/2031

5,000,000

5,470,150

Kansas 0.7%

Overland Park, KS, Industrial Development Revenue, Series A, 7.375%, 1/1/2032

3,000,000

3,294,630

Kentucky 1.4%

Kentucky, Economic Development Finance Authority, Health Systems Revenue, Norton Healthcare:

 

 

Series A, Prerefunded, 6.5%, 10/1/2020

790,000

877,793

Series A, 6.5%, 10/1/2020

1,210,000

1,315,875

Series A, Prerefunded, 6.625%, 10/1/2028

3,130,000

3,491,734

Series A, 6.625%, 10/1/2028

870,000

970,876

 

6,656,278

Louisiana 0.5%

Louisiana, Electric Revenue, 5.75%, 1/1/2013 (a)

2,000,000

2,224,420

Maine 1.4%

Maine, Hospital & Healthcare Revenue, Series D, 5.7%, 7/1/2013 (a)

375,000

375,577

Maine, Transportation/Tolls Revenue, 5.0%, 7/1/2017 (a)

6,165,000

6,347,731

 

6,723,308

Maryland 0.6%

Maryland, Hospital & Healthcare Revenue, University of Maryland Medical System, 6.75%, 7/1/2030

2,500,000

2,786,850

Massachusetts 3.5%

Massachusetts, Airport Revenue, AMT, Series B, 5.5%, 7/1/2009 (a)

8,000,000

8,369,840

Massachusetts, Airport Revenue, U.S. Airways, Inc. Project, AMT, Series A, 5.875%, 9/1/2023 (a)

5,000,000

5,108,950

Massachusetts, Port Authority Revenue, AMT, Series B, 5.5%, 7/1/2015 (a)

3,000,000

3,155,010

 

16,633,800

Michigan 2.1%

Chippewa County, MI, Hospital & Healthcare Revenue, Chippewa County War Memorial, Series B, 5.625%, 11/1/2014

1,500,000

1,511,055

Michigan, Industrial Development Revenue:

 

 

5.5%, 6/1/2018 (a)

3,425,000

3,640,261

5.75%, 6/1/2016 (a)

4,640,000

4,969,487

 

10,120,803

Minnesota 1.6%

Minneapolis & St. Paul, MN, Airport Revenue, AMT, Series B, 6.0%, 1/1/2012 (a)

4,395,000

4,706,386

Minneapolis & St. Paul, MN, Port Authority Revenue, AMT, Series B, 5.625%, 1/1/2015 (a)

2,500,000

2,624,250

 

7,330,636

Missouri 0.1%

Missouri, Hospital & Healthcare Revenue, Lake of the Ozarks General Hospital, 6.5%, 2/15/2021

365,000

372,939

Nevada 2.0%

Las Vegas, NV, Core City General Obligation, Water & Sewer Revenue, 5.375%, 4/1/2014 (a)

1,000,000

1,073,320

Nevada, State General Obligation, Capital Improvement and Cultural Affairs Project, Series A, 5.5%, 2/1/2014

2,575,000

2,705,707

Washoe County, NV, School District General Obligation, Prerefunded, 5.75%, 6/1/2014 (a)

5,450,000

5,797,438

 

9,576,465

New Jersey 11.0%

New Jersey, Casino Reinvestment Development Authority, Hotel Room Fee Revenue, 5.0%, 1/1/2025 (a)

4,000,000

4,324,000

New Jersey, Economic Development Authority Revenue, Cigarette Tax, 5.75%, 6/15/2034

1,090,000

1,184,863

New Jersey, Hospital & Healthcare Revenue, General Hospital Center at Passaic, ETM, 6.75%, 7/1/2019 (a)

5,000,000

6,217,400

New Jersey, Industrial Development Revenue, American Water Co., Inc. Project, AMT, Series A, 6.875%, 11/1/2034 (a)

10,775,000

10,803,554

New Jersey, Industrial Development Revenue, Economic Development Authority, Harrogate, Inc., Series A, 5.875%, 12/1/2026

1,400,000

1,444,674

New Jersey, Resource Recovery Revenue, Tobacco Settlement Financing Corp., 5.75%, 6/1/2032

2,280,000

2,427,265

New Jersey, State Agency General Obligation Lease, Transportation Trust Fund Authority, Series A, Prerefunded, 5.75%, 6/15/2017

10,000,000

10,748,400

New Jersey, Transportation/Tolls Revenue, Economic Development Authority, Series A, Prerefunded, 5.75%, 5/1/2013 (a)

6,000,000

6,315,360

New Jersey, Transportation/Tolls Revenue, Garden State Parkway Project, Prerefunded, 5.6%, 1/1/2017 (a)

8,000,000

8,562,640

 

52,028,156

New York 14.2%

Nassau County, NY, Hospital & Healthcare, 6.0%, 8/1/2015 (a)

3,390,000

3,669,878

New York, State Agency General Obligation Lease, Higher Education Revenue, Dormitory Authority, Bronx-Lebanon Hospital Center, Series E, 5.2%, 2/15/2016

1,770,000

1,824,339

New York, State Agency General Obligation Lease, Higher Education Revenue, Dormitory Authority, City University, Series A, 5.625%, 7/1/2016

1,500,000

1,697,175

New York, State Agency General Obligation Lease, Higher Education Revenue, Dormitory Authority, Jamaica Hospital, Series F, 5.2%, 2/15/2016

1,000,000

1,030,700

New York, State General Obligation, Tobacco Settlement Financing Corp.:

 

 

Series A-1, 5.25%, 6/1/2022 (a)

10,000,000

10,807,600

Series A-1, 5.5%, 6/1/2019

1,900,000

2,090,874

New York, Tobacco Settlement Financing Corp., Series B-1C, 5.5%, 6/1/2019

5,500,000

6,052,530

New York, Transportation/Tolls Revenue:

 

 

Prerefunded, 5.625%, 4/1/2013 (a)

5,000,000

5,287,400

Prerefunded, 5.75%, 4/1/2014 (a)

2,000,000

2,120,520

New York, NY, Core City General Obligation, Series F, 5.25%, 8/1/2015

5,000,000

5,321,600

New York, NY, General Obligation:

 

 

Series G, 5.0%, 12/1/2023

2,000,000

2,157,120

Series D, 5.0%, 11/1/2024

7,500,000

7,986,225

Series F, Prerefunded, 5.25%, 8/1/2015 (a)

50,000

51,492

Series F, 5.25%, 8/1/2015 (a)

4,950,000

5,083,601

New York, NY, Municipal Water Finance Authority, Water & Sewer Systems Revenue, Series D, 5.0%, 6/15/2037

5,000,000

5,340,000

New York, NY, Sales & Special Tax Revenue, Transitional Finance Authority:

 

 

Series B, Prerefunded, 6.125%, 11/15/2014

1,645,000

1,801,324

Series B, 6.125%, 11/15/2014

355,000

388,736

Series B, Prerefunded, 6.125%, 11/15/2015

3,000,000

3,284,040

Niagara Falls, NY, School District General Obligation, 5.6%, 6/15/2014 (a)

1,180,000

1,340,055

 

67,335,209

North Carolina 1.7%

Charlotte, NC, Airport Revenue, AMT:

 

 

Series B, 5.75%, 7/1/2013 (a)

2,480,000

2,613,548

Series B, 5.875%, 7/1/2014 (a)

1,140,000

1,204,433

North Carolina, Electric Revenue, Municipal Power Agency:

 

 

Series C, 5.375%, 1/1/2017

1,000,000

1,071,640

Series B, 6.375%, 1/1/2013

3,000,000

3,241,800

 

8,131,421

North Dakota 0.8%

Grand Forks, ND, Hospital & Healthcare Revenue, Altru Health Care System, 7.125%, 8/15/2024

3,400,000

3,781,310

Ohio 1.2%

Green Springs, OH, Senior Care Revenue, St. Francis Health Care Center Project, Series A, 7.125%, 5/15/2025

6,000,000

5,882,280

Oregon 2.8%

Oregon, Other Revenue Lease, Department of Administrative Services, Series A, 5.6%, 5/1/2011 (a)

2,120,000

2,159,199

Oregon, State General Obligation Lease, Department of Administrative Services, Series A, Prerefunded, 6.25%, 5/1/2017 (a)

1,000,000

1,096,240

Oregon, State Revenue Lease, Department of Administrative Services, Series A, Prerefunded, 6.25%, 5/1/2018 (a)

1,000,000

1,096,240

Portland, OR, Special Assessment Revenue, Downtown Waterfront:

 

 

Series A, 5.625%, 6/15/2015 (a)

3,100,000

3,331,043

Series A, 5.75%, 6/15/2018 (a)

2,225,000

2,404,246

Series A, 5.75%, 6/15/2019 (a)

2,820,000

3,047,179

 

13,134,147

Pennsylvania 2.3%

Pennsylvania, Hospital & Healthcare Revenue, Economic Development Financing Authority, UPMC Health System, Series A, 6.0%, 1/15/2031

2,570,000

2,806,903

Philadelphia, PA, Gas Works Revenue, Series A-1, 5.0%, 9/1/2029 (a)

5,000,000

5,304,500

Philadelphia, PA, Municipal Authority Revenue, Series B, 5.25%, 11/15/2018 (a)

2,500,000

2,708,025

 

10,819,428

Puerto Rico 0.2%

Commonwealth of Puerto Rico, Public Improvement, Series A, 5.25%, 7/1/2030

1,000,000

1,094,100

Rhode Island 0.9%

Rhode Island, Special Assessment Revenue, Series A, 6.125%, 6/1/2032

4,000,000

4,306,680

South Carolina 2.6%

Greenwood County, SC, Hospital & Healthcare Revenue, South Carolina Memorial Hospital, 5.5%, 10/1/2031

1,500,000

1,588,830

South Carolina, Jobs Economic Development Authority, Hospital Facilities Revenue, Palmetto Health Alliance:

 

 

Series C, Prerefunded, 7.0%, 8/1/2030

4,825,000

5,769,156

Series C, 7.0%, 8/1/2030

595,000

707,550

Series A, Prerefunded, 7.375%, 12/15/2021

2,000,000

2,314,160

South Carolina, Tobacco Settlement Revenue Management Authority, Series B, 6.0%, 5/15/2022

2,000,000

2,139,580

 

12,519,276

Tennessee 4.9%

Clarksville, TN, Natural Gas Acquisition Corp., Gas Revenue, 5.0%, 12/15/2021

2,000,000

2,218,400

Memphis-Shelby County, TN, Airport Revenue, AMT, Series D, 6.25%, 3/1/2017 (a)

4,690,000

5,069,890

Shelby County, TN, Health Educational & Housing Facility Board, Hospital Revenue, Methodist Health Care:

 

 

Prerefunded, 6.5%, 9/1/2026

4,385,000

5,051,213

EMT, 6.5%, 9/1/2026

2,615,000

3,012,297

Tennessee, Energy Acquisition Corp., Gas Revenue, Series A, 5.25%, 9/1/2019

7,000,000

7,878,150

 

23,229,950

Texas 18.5%

Austin, TX, Sales & Special Tax Revenue, Hotel Occupancy Tax:

 

 

6.0%, 11/15/2013 (a)

3,190,000

3,410,844

6.0%, 11/15/2015 (a)

3,480,000

3,720,920

6.0%, 11/15/2016 (a)

3,625,000

3,875,959

Brazos River, TX, Pollution Control Revenue, Brazos River Authority, Texas Utilities Electric Co. Project, AMT, Series C, 5.75%, 5/1/2036

3,965,000

4,227,840

Dallas-Fort Worth, TX, Airport Revenue, International Airport, AMT, Series A, 5.875%, 11/1/2016 (a)

6,500,000

7,079,995

El Paso, TX, State General Obligation:

 

 

5.875%, 8/15/2012 (a)

1,000,000

1,016,340

5.875%, 8/15/2013 (a)

1,570,000

1,595,654

5.875%, 8/15/2014 (a)

1,665,000

1,692,206

Granbury, TX, Independent School District, 5.0%, 8/1/2024

3,365,000

3,610,578

Harris County, TX, Hospital & Healthcare Revenue, Health Facilities Development Corp., Memorial Hermann Healthcare Systems, Series A, 6.375%, 6/1/2029

5,500,000

6,176,060

Houston, TX, Airport Revenue, People Mover Project, AMT, Series A, 5.5%, 7/15/2017 (a)

3,300,000

3,332,241

Houston, TX, Port Authority Revenue, Airport Revenue, AMT, Series A, 5.875%, 7/1/2014 (a)

3,960,000

4,236,329

Red River, TX, School District Revenue Lease, St. Mark's School Project, 6.0%, 8/15/2019

5,390,000

5,757,220

Socorro, TX, Independent School District, 5.0%, 8/15/2025

5,135,000

5,507,236

Tarrant County, TX, Hospital & Healthcare Revenue, Health Facilities Development Corp., 6.7%, 11/15/2030

4,500,000

5,044,950

Texas, Industrial Development Revenue, Waste Disposal Authority, AMT, Series A, 6.1%, 8/1/2024

2,000,000

2,169,340

Texas, State General Obligation, College Student Loans, AMT, 5.0%, 8/1/2021

4,015,000

4,017,128

Texas, State Turnpike Authority, Dallas Northway Revenue, 5.5%, 1/1/2015 (a)

14,605,000

15,173,718

Texas, White Settlement, Independent School District, 5.125%, 8/15/2026

5,035,000

5,458,192

Travis County, TX, Health Facilities Development Corp., Retirement Facility Revenue, Querencia Barton Creek, Series C, 3.48%*, 11/15/2035, LaSalle Bank NA (b)

700,000

700,000

 

87,802,750

Washington 5.4%

Seattle, WA, Airport Revenue, AMT, Series B, 6.0%, 2/1/2013 (a)

7,355,000

8,237,012

Seattle, WA, Special Assessment Revenue, AMT:

 

 

Series B, 5.5%, 9/1/2011 (a)

1,085,000

1,153,800

Series B, 5.75%, 9/1/2013 (a)

1,045,000

1,110,030

Skagit County, WA, School District General Obligation, School District No. 1, Burlington Edison, 5.625%, 12/1/2014 (a)

1,570,000

1,701,817

Snohomish County, WA, Electric Revenue, Public Utility District No. 1, 5.375%, 12/1/2024 (a)

3,000,000

3,186,480

Washington, Electric Revenue, Energy Northwest Columbia Generating, Series B, 6.0%, 7/1/2018 (a)

3,000,000

3,352,440

Washington, Hospital & Healthcare Revenue, Group Health Coop of Puget Sound, 5.375%, 12/1/2017 (a)

1,500,000

1,615,380

Washington, State General Obligation, Series A, 5.5%, 7/1/2016

4,835,000

5,072,544

 

25,429,503

West Virginia 4.4%

West Virginia, Hospital & Healthcare Revenue, Hospital Finance Authority, Charleston Medical Center:

 

 

Series A, 6.75%, 9/1/2022

2,355,000

2,606,961

6.75%, 9/1/2030

395,000

436,969

West Virginia, Hospital Finance Authority, Charleston Medical Center:

 

 

Prerefunded, 6.75%, 9/1/2022

9,645,000

10,788,029

Prerefunded, 6.75%, 9/1/2030

3,605,000

4,032,229

West Virginia, Water & Sewer Revenue, Water Development Authority, Series B, 5.25%, 11/1/2023 (a)

2,740,000

2,993,779

 

20,857,967

Wisconsin 2.3%

Badge, WI, Tobacco Asset Securitization Corp., 6.125%, 6/1/2027

4,195,000

4,542,051

Wisconsin, Hospital & Healthcare Revenue, Health & Education Facilities Authority, Aurora Health Care, Inc., Series A, 5.6%, 2/15/2029

6,000,000

6,249,480

 

10,791,531

 

% of Net Assets

Value ($)

 

 

Total Investment Portfolio (Cost $674,804,929)+

153.4

727,802,904

Other Assets and Liabilities, Net

2.5

11,517,742

Preferred Shares, at Redemption Value

(55.9)

(265,000,000)

Net Assets Applicable to Common Shareholders

100.0

474,320,646

* Variable rate demand notes are securities whose interest rates are reset periodically at market levels. These securities are often payable on demand and are shown at their current rate as of November 30, 2006.

+ The cost for federal income tax purposes was $674,393,760. At November 30, 2006, net unrealized appreciation for all securities based on tax cost was $53,409,144. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $53,460,681 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $51,537.

(a) Bond is insured by one of these companies:

Insurance Coverage

As a % of Total Investment Portfolio

Ambac Financial Group

16.9

Financial Guaranty Insurance Company

12.5

Financial Security Assurance, Inc.

15.7

MBIA Corp.

13.2

(b) Securitiy incorporates a letter of credit from a major bank.

AMT: Subject to alternative minimum tax.

ETM: Bonds bearing the description ETM (escrow to maturity) are collateralized usually by US Treasury securities which are held in escrow and used to repay principal and pay interest on bonds so designated.

Prerefunded: Bonds which are prerefunded are collateralized usually by US Treasury securities which are held in escrow and are used to repay principal and pay interest on tax-exempt issues and to retire the bonds in full at the earliest refunding date.

The accompanying notes are an integral part of the financial statements.

Financial Statements

Statement of Assets and Liabilities as of November 30, 2006

Assets

Investments in securities, at value (cost $674,804,929)

$ 727,802,904

Cash

42,998

Receivable for investments sold

40,000

Interest receivable

12,616,372

Other assets

917

Total assets

740,503,191

Liabilities

Distributions payable

375,798

Accrued management fee

334,485

Other accrued expenses and payables

472,262

Total liabilities

1,182,545

Remarketed preferred shares, at redemption value

265,000,000

Net assets applicable to common shareholders

$ 474,320,646

Net Assets

Net assets applicable to common shareholders consist of:

Distributions in excess of net investment income

(251,858)

Net unrealized appreciation (depreciation) on investments

52,997,975

Accumulated net realized gain (loss)

(6,493,883)

Paid-in capital

428,068,412

Net assets applicable to common shareholders

$ 474,320,646

Net Asset Value

Net Asset Value per common share ($474,320,646 ÷ 38,973,231 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)

$ 12.17

The accompanying notes are an integral part of the financial statements.

Statement of Operations for the year ended November 30, 2006

Investment Income

Income:

Interest

$ 38,553,447

Expenses:

Management fee

4,036,365

Services to shareholders

51,146

Custodian fees

51,421

Auditing

61,999

Legal

20,788

Trustees' fees and expenses

28,636

Reports to shareholders

73,049

Remarketing agent fee

662,501

Stock exchange listing fees

44,362

Other

149,885

Total expenses before expense reductions

5,180,152

Expense reductions

(48,487)

Total expenses after expense reductions

5,131,665

Net investment income

33,421,782

Realized and Unrealized Gain (Loss) on Investment Transactions

Net realized gain (loss) from investments

(898,315)

Net unrealized appreciation (depreciation) during the period on investments

2,288,488

Net gain (loss) on investment transactions

1,390,173

Dividends on remarketed preferred shares

(9,282,908)

Net increase (decrease) in net assets resulting from operations

$ 25,529,047

The accompanying notes are an integral part of the financial statements.

Statement of Changes in Net Assets

 

Years Ended November 30,

Increase (Decrease) in Net Assets

2006

2005

Operations:

Net investment income

$ 33,421,782

$ 33,783,295

Net realized gain (loss) on investment transactions

(898,315)

1,509,984

Net unrealized appreciation (depreciation) during the period on investment transactions

2,288,488

(8,263,600)

Dividends on remarketed preferred shares

(9,282,908)

(6,445,486)

Net increase (decrease) in net assets resulting from operations

25,529,047

20,584,193

Distributions to common shareholders from:

Net investment income

(24,214,594)

(31,467,994)

Fund share transactions:

Net proceeds from shares issued to common shareholders in reinvestment of distributions

655,914

1,067,843

Net increase (decrease) in net assets from Fund share transactions

655,914

1,067,843

Increase (decrease) in net assets

1,970,367

(9,815,958)

Net assets at beginning of period

472,350,279

482,166,237

Net assets at end of period (including distributions in excess of net investment income of $251,858 and $67,064, respectively)

$ 474,320,646

$ 472,350,279

Other Information

Common shares outstanding at beginning of period

38,919,429

38,832,628

Shares issued to common shareholders in reinvestment of distributions

53,802

86,801

Common shares outstanding at end of period

38,973,231

38,919,429

The accompanying notes are an integral part of the financial statements.

Financial Highlights

Years Ended November 30,

2006

2005

2004

2003

2002

Selected Per Share Data

Net asset value, beginning of period

$ 12.14

$ 12.42

$ 12.59

$ 12.18

$ 11.87

Income (loss) from investment operations:

Net investment incomea

.86

.87

.89

.92

.91

Net realized and unrealized gain (loss) on investment transactions

.03

(.17)

(.16)

.36

.22

Dividends on remarketed preferred shares (common share equivalent):

From net investment income

(.24)

(.17)

(.09)

(.07)

(.10)

Total from investment operations

.65

.53

.64

1.21

1.03

Less distributions from:

Net investment income

(.62)

(.81)

(.81)

(.79)

(.72)

Net realized gain on investment transactions to common shareholders

(.01)

Total distributions to common shareholders

(.62)

(.81)

(.81)

(.80)

(.72)

Net asset value, end of period

$ 12.17

$ 12.14

$ 12.42

$ 12.59

$ 12.18

Market value, end of period

$ 10.98

$ 12.40

$ 12.03

$ 11.96

$ 11.06

Total Return

Based on net asset value (%)b

5.88d

4.45

5.50

10.53

9.36

Based on market value (%)b

(6.47)

10.15

7.57

15.63

3.76

Years Ended November 30, (continued)

2006

2005

2004

2003

2002

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

474

472

482

489

473

Ratio of expenses before custodian fee reductions (%) (based on net assets of common shares)

1.10

1.10

1.06

1.05

1.07

Ratio of expenses after custodian fee reductions (%) (based on net assets of common shares)

1.09

1.10

1.06

1.05

1.07

Ratio of expenses before custodian fee reductions (%) (based on net assets of common and remarketed preferred shares)

.71

.71

.68

.68

.69

Ratio of expenses after custodian fee reductions (%) (based on net assets of common and remarketed preferred shares)

.70

.71

.68

.68

.69

Ratio of net investment income (%) (based on net assets of common shares)

7.13

7.00

7.15

7.35

7.51

Ratio of net investment income (%) (based on net assets of common and remarketed preferred shares)

4.55

4.52

4.62

4.75

4.80

Portfolio turnover rate (%)

33

16

25

7

7

Remarketed preferred shares information at end of period:

Aggregate amount outstanding ($ millions)

265

265

265

265

265

Asset coverage per share ($)c

13,949

13,912

14,097

14,225

13,900

Liquidation and market value per share ($)

5,000

5,000

5,000

5,000

5,000

a Based on average common shares outstanding during the period.

b Total return based on net asset value reflects changes in the Fund's net asset value during each period. Total return based on market value reflects changes in market value. Each figure assumes that dividend and capital gains distributions, if any, were reinvested. These figures will differ depending upon the level of any discount from or premium to net asset value at which the Fund's shares traded during the period.

c Asset coverage per share equals net assets of common shares plus the redemption value of the remarketed preferred shares divided by the total number of remarketed preferred shares outstanding at the end of the period.

d Total return would have been lower had certain fees not been reduced.

Notes to Financial Statements

A. Significant Accounting Policies

DWS Municipal Income Trust (formerly Scudder Municipal Income Trust) (the ``Fund'') is registered under the Investment Company Act of 1940, as amended (the ``1940 Act''), as a closed-end, diversified management investment company organized as a Massachusetts business trust.

The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading. Debt securities are valued by independent pricing services approved by the Trustees of the Fund, whose valuations are intended to reflect the mean between the bid and asked prices. If the pricing services are unable to provide valuations, the securities are valued at the mean of the most recent bid and asked quotations or evaluated price obtained from a broker-dealer. Such 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.

Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Trustees.

In September 2006, FASB released Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. As of November 30, 2006, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements reported in the statement of operations for a fiscal period.

Federal Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable and tax-exempt income to its shareholders. Accordingly, the Fund paid no federal income taxes and no federal income tax provision was required.

At November 30, 2006, the Fund had a net tax basis capital loss carryforward of approximately $6,659,000 which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until November 30, 2007 ($822,000), November 30, 2008 ($3,602,000), November 30, 2011 ($1,323,000) and November 30, 2014 ($912,000), the respective expiration dates, whichever occurs first. In addition, from November 1, 2006 through November 30, 2006, the Fund incurred approximately $1,105 of net realized capital losses. As permitted by tax regulations, the Fund intends to elect to defer these losses and treat them as arising in the fiscal year ending November 30, 2007.

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109" (the "Interpretation"). The Interpretation establishes for the Fund a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether the Fund is taxable in certain jurisdictions), and requires certain expanded tax disclosures. The Interpretation is effective for fiscal years beginning after December 15, 2006. Management has begun to evaluate the application of the Interpretation to the Fund and is not in a position at this time to estimate the significance of its impact, if any, on the Fund's financial statements.

Distribution of Income and Gains. Net investment income of the Fund is declared and distributed to shareholders monthly. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed, and, therefore, will be distributed to shareholders at least annually.

The timing and characterization of certain income and capital gains distributions are determined annually in accordance with federal tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to certain securities sold at a loss and accretion of market discount on debt securities. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

At November 30, 2006, the Fund's components of distributable earnings (accumulated losses) on a tax-basis were as follows:

Undistributed tax-exempt income

$ 155,320

Capital loss carryforwards

$ (6,659,000)

Net unrealized appreciation (depreciation) on investments

$ 53,409,144

In addition, the tax character of distributions paid to shareholders by the Fund is summarized as follows:

 

Years Ended November 30,

 

2006

2005

Distributions from ordinary income

$ 48,947

Distributions from tax-exempt income

$ 33,448,555

$ 37,913,480

Remarketed Preferred Shares. The Fund has issued and outstanding 10,800 Series A, 10,700 Series B, 10,800 Series C, 10,700 Series D and 10,000 Series E remarketed preferred shares, each at a liquidation value of $5,000 per share. The preferred shares are senior to and have certain class specific preferences over the common shares. The dividend rate on each series is set by the remarketing agent, and the dividends are generally paid every 28 days. The remarketing agent will pay each broker-dealer a service charge from funds provided by the Fund (remarketing agent fee). The 1940 Act requires that the preferred shareholders of the Fund, voting as a separate class, have the right to: a) elect at least two trustees at all times, and b) elect a majority of the trustees at any time when dividends on the preferred shares are unpaid for two full years. Unless otherwise required by law or under the terms of the preferred shares designation statement, each preferred share is entitled to one vote and preferred shareholders will vote together with common shareholders as a single class and have the same voting rights.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Realized gains and losses from investment transactions are recorded on an identified cost basis. All premiums and discounts are amortized/accreted for financial reporting purposes, with the exception of securities in default of principal.

B. Purchases and Sales of Securities

During the year ended November 30, 2006, purchases and sales of investment securities (excluding short-term investments) aggregated $237,511,817 and $236,900,870, respectively.

C. Related Parties

Management Agreement. Under the Management Agreement with Deutsche Investment Management Americas Inc. ("DeIM" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund. In addition to portfolio management services, the Advisor provides certain administrative services in accordance with the Management Agreement. The Fund pays a monthly investment management fee of 1/12 of the annual rate of 0.55% of the Fund's average weekly net assets, computed and accrued daily and payable monthly.

Service Provider Fees. State Street Bank and Trust Company is the named transfer agent. However, pursuant to a sub-transfer agency agreement between State Street Bank and Trust Company and DWS Scudder Investments Service Company ("DWS-SISC"), an affiliate of the Advisor, DWS-SISC is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DWS-SISC and DST Systems, Inc. ("DST"), DWS-SISC has delegated certain transfer agent and dividend-paying agent functions to DST. DWS-SISC compensates DST out of the shareholder servicing fee it receives from the Fund. For the year ended November 30, 2006, the amount charged to the Fund by DWS-SISC aggregated $29,259, of which $7,719 is unpaid.

Typesetting and Filing Service Fees. Under an agreement with DeIM, DeIM is compensated for providing typesetting and certain regulatory filing services to the Fund. For the year ended November 30, 2006, the amount charged to the Fund by DeIM included in the Statement of Operations under "reports to shareholders" aggregated $9,120, of which $4,560 is unpaid.

Trustees' Fees and Expenses. The Fund paid each Trustee not affiliated with the Advisor retainer fees plus specified amounts for various committee services and for the Board Chairperson.

Other Related Parties. Deutsche Bank Trust Company Americas, an affiliate of the Advisor, charges an Administration fee for the remarketed preferred shares. For the year ended November 30, 2006, the amount charged to the Fund by Deutsche Bank Trust Company Americas aggregated $30,999, of which $5,999 is unpaid.

D. Expense Reductions

For the year ended November 30, 2006, the Advisor agreed to reimburse the Fund $2,487, which represents a portion of the fee savings expected to be realized by the Advisor related to the outsourcing by the Advisor of certain administrative services to an unaffiliated service provider.

In addition, the Fund has entered into an arrangement with its custodian and transfer agent whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund's custodian expenses. During the year ended November 30, 2006, the Fund's custodian fees were reduced by $573 and $45,427, respectively, for custodian and transfer agent credits earned.

E. Line of Credit

The Fund and several other affiliated funds (the ``Participants'') share in a $750 million revolving credit facility administered by JPMorgan Chase Bank, N.A. for temporary or emergency purposes. The Participants are charged an annual commitment fee which is allocated, based upon net assets, among each of the Participants. Interest is calculated at the Federal Funds Rate plus 0.5 percent. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement.

F. Regulatory Matters and Litigation

Regulatory Settlements. On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings with the Securities and Exchange Commission ("SEC") and the New York Attorney General on behalf of Deutsche Asset Management, Inc. ("DeAM, Inc.") and Deutsche Investment Management Americas Inc. ("DeIM"), the investment advisors to many of the DWS Scudder funds, regarding allegations of improper trading at DeAM and at the legacy Scudder and Kemper organizations prior to their acquisition by DeAM in April 2002. These regulators alleged that although the prospectuses for certain open-end funds ("funds") in the regulators' view indicated that the funds did not permit market timing, DeAM, Inc. and DeIM breached their fiduciary duty to those funds in that their efforts to limit trading activity in the funds were not effective at certain times. The regulators also alleged that DeAM, Inc. and DeIM breached their fiduciary duty to certain funds by entering into certain market timing arrangements with investors. These trading arrangements originated in businesses that existed prior to the currently constituted DeAM organization, which came together as a result of various mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the arrangements were terminated prior to the start of the regulatory investigations that began in the summer of 2003. No current DeAM employee approved these trading arrangements. Under the terms of the settlements, DeAM, Inc. and DeIM neither admit nor deny any wrongdoing.

The terms of the SEC settlement, which identified improper trading in the legacy Deutsche and Kemper mutual funds only, provide for payment of disgorgement in the amount of $17.2 million. The terms of the settlement with the New York Attorney General provide for payment of disgorgement in the amount of $102.3 million, which is inclusive of the amount payable under the SEC settlement, plus a civil penalty in the amount of $20 million. The total amount payable by DeAM, approximately $122.3 million, would be distributed in accordance with a distribution plan to be developed by a distribution consultant. The funds' investment advisors do not believe these amounts will have a material adverse financial impact on them or materially affect their ability to perform under their investment management agreements with the DWS funds. The above-described amounts are not material to Deutsche Bank, and have already been reserved.

Among the terms of the settled orders, DeAM is subject to certain undertakings regarding the conduct of its business in the future, including: formation of a Code of Ethics Oversight Committee to oversee all matters relating to issues arising under the advisors' Code of Ethics; establishment of an Internal Compliance Controls Committee having overall compliance oversight responsibility of the advisors; engagement of an Independent Compliance Consultant to conduct a comprehensive review of the advisors' supervisory compliance and other policies and procedures designed to prevent and detect breaches of fiduciary duty, breaches of the Code of Ethics and federal securities law violations by the advisors and their employees; and commencing in 2008, the advisors shall undergo a compliance review by an independent third party.

In addition, DeAM is subject to certain further undertakings relating to the governance of the mutual funds, including that: at least 75% of the members of the Boards of Trustees/Directors overseeing the DWS Funds continue to be independent of DeAM; the Chairmen of the DWS Funds' Boards of Trustees/Directors continue to be independent of DeAM; DeAM maintain existing management fee reductions for certain funds for a period of five years and not increase management fees for certain funds during this period; the funds retain a senior officer (or independent consultants) responsible for assisting in the review of fee arrangements and monitoring compliance by the funds and the investment advisors with securities laws, fiduciary duties, codes of ethics and other compliance policies, the expense of which shall be borne by DeAM; and periodic account statements, fund prospectuses and the mutual funds' web site contain additional disclosure and/or tools that assist investors in understanding the fees and costs associated with an investment in the funds and the impact of fees and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding market timing matters. The terms of the Illinois settlement provide for investor education contributions totaling approximately $4 million and a payment in the amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities Dealers ("NASD") announced final agreements in which Deutsche Investment Management Americas Inc. ("DeIM"), Deutsche Asset Management, Inc. ("DeAM, Inc.") and Scudder Distributors, Inc. ("SDI") (now known as DWS Scudder Distributors, Inc.) settled administrative proceedings regarding disclosure of brokerage allocation practices in connection with sales of the Scudder Funds' (now known as the DWS Scudder Funds) shares during 2001-2003. The agreements with the SEC and NASD are reflected in orders which state, among other things, that DeIM and DeAM, Inc. failed to disclose potential conflicts of interest to the fund Boards and to shareholders relating to SDI's use of certain funds' brokerage commissions to reduce revenue sharing costs to broker-dealer firms with whom it had arrangements to market and distribute Scudder Fund shares. These directed brokerage practices were discontinued in October 2003.

Under the terms of the settlements, in which DeIM, DeAM, Inc. and SDI neither admitted nor denied any of the regulators' findings, DeIM, DeAM, Inc. and SDI agreed to pay disgorgement, prejudgment interest and civil penalties in the total amount of $19.3 million. The portion of the settlements distributed to the funds was approximately $17.8 million and was paid to the funds as prescribed by the settlement orders based upon the amount of brokerage commissions from each fund used to satisfy revenue sharing agreements with broker-dealers who sold fund shares. Based on the prescribed settlement order, the Fund was not entitled to a portion of the settlement.

As part of the settlements, DeIM, DeAM, Inc. and SDI also agreed to implement certain measures and undertakings relating to revenue sharing payments including making additional disclosures in the fund Prospectuses or Statements of Additional Information, adopting or modifying relevant policies and procedures and providing regular reporting to the fund Boards.

Private Litigation Matters. The matters alleged in the regulatory settlements described above also serve as the general basis of a number of private class action lawsuits involving the DWS funds. These lawsuits name as defendants various persons, including certain DWS funds, the funds' investment advisors and their affiliates, and certain individuals, including in some cases fund Trustees/Directors, officers, and other parties. Each DWS fund's investment advisor has agreed to indemnify the applicable DWS funds in connection with these lawsuits, or other lawsuits or regulatory actions that may be filed making similar allegations.

Based on currently available information, the funds' investment advisors believe the likelihood that the pending lawsuits will have a material adverse financial impact on a DWS fund is remote and such actions are not likely to materially affect their ability to perform under their investment management agreements with the DWS funds.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of DWS Municipal Income Trust:

We have audited the accompanying statement of assets and liabilities of DWS Municipal Income Trust (formerly Scudder Municipal Income Trust) (the "Fund"), including the investment portfolio, as of November 30, 2006, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits 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 and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2006, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of DWS Municipal Income Trust at November 30, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
January 24, 2007

 

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Tax Information (Unaudited)

Of the dividends paid from net investment income for the taxable year ended November 30, 2006, 100% are designated as exempt-interest dividends for federal income tax purposes.

Please contact a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please call (800) 294-4366.

Other Information

On July 18, 2006, the Board of Trustees appointed Michael Clark as President of the fund.

On November 13, 2006, the Board of Trustees appointed Paul K. Freeman as Chairman of the Board, effective January 1, 2007.

Certifications

The fund's chief executive officer has certified to the New York Stock Exchange that, as of August 10, 2006, he was not aware of any violation by the fund of applicable NYSE corporate governance listing standards. The fund's reports to the Securities and Exchange Commission on Forms N-CSR and N-Q contain certifications by the fund's chief executive officer and chief financial officer that relate to the fund's disclosure in such reports and that are required by rule 30a-2(a) under the 1940 Act.

Dividend Repurchase Plan

A. Participation

We invite you to review the description of the Dividend Reinvestment Plan (the ``Plan'') that is available to you as a shareholder of DWS Municipal Income Trust (the ``Fund''). If you wish to participate and your shares are held in your own name, simply contact DWS Scudder Investments Service Company, whose address and phone number are provided in Paragraph E, for the appropriate form. If your shares are held in the name of a brokerage firm, bank, or other nominee, you must instruct that nominee to re-register your shares in your name so that you may participate in the Plan, unless your nominee has made the Plan available on shares held by them. Shareholders who so elect will be deemed to have appointed UMB Bank, N.A. ("United Missouri Bank" or "UMB") as their agent and as agent for the Fund under the Plan.

B. Dividend Investment Account

The Fund's transfer agent and dividend disbursing agent or its delegate (the ``Transfer Agent'') will establish a Dividend Investment Account (the ``Account'') for each shareholder participating in the Plan. The Transfer Agent will credit to the Account of each participant funds it receives from the following sources: (a) cash dividends and capital gains distributions paid on shares of beneficial interest (the ``Shares'') of the Fund registered in the participant's name on the books of the Fund; and (b) cash dividends and capital gains distributions paid on Shares registered in the name of the Transfer Agent but credited to the participant's Account. Sources described in clauses (a) and (b) of the preceding sentence are hereinafter called ``Distributions.''

C. Investment of Distribution Funds Held in Each Account

If on the record date for a Distribution (the ``Record Date''), Shares are trading at a discount from net asset value per Share (according to the evaluation most recently made on Shares of the Fund), funds credited to a participant's Account will be used to purchase Shares (the ``Purchase''). UMB will attempt, commencing five days prior to the Payment Date and ending at the close of business on the Payment Date (``Payment Date'' as used herein shall mean the last business day of the month in which such Record Date occurs), to acquire Shares in the open market. If and to the extent that UMB is unable to acquire sufficient Shares to satisfy the Distribution by the close of business on the Payment Date, the Fund will issue to UMB Shares valued at net asset value per Share (according to the evaluation most recently made on Shares of the Fund) in the aggregate amount of the remaining value of the Distribution. If, on the Record Date, Shares are trading at a premium over net asset value per Share, the Fund will issue on the Payment Date, Shares valued at net asset value per Share on the Record Date to the Transfer Agent in the aggregate amount of the funds credited to the participants' accounts.

D. Voluntary Cash Contributions

A participant may from time to time make voluntary cash contributions to his Account by sending to Transfer Agent a check or money order, payable to Transfer Agent, in a minimum amount of $100 with appropriate accompanying instructions. (No more than $500 may be contributed per month.) Transfer Agent will inform UMB of the total funds available for the purchase of Shares and UMB will use the funds to purchase additional Shares for the participant's Account the earlier of: (a) when it next purchases Shares as a result of a Distribution or (b) on or shortly after the first day of each month and in no event more than 30 days after such date except when temporary curtailment or suspension of purchases is necessary to comply with applicable provisions of federal securities laws. Cash contributions received more than fifteen calendar days or less than five calendar days prior to a Payment Date will be returned uninvested. Interest will not be paid on any uninvested cash contributions. Participants making voluntary cash investments will be charged a $.75 service fee for each such investment and will be responsible for their pro rata share of brokerage commissions.

E. Additional Information

Address all notices, correspondence, questions, or other communication regarding the Plan, or if you would like a copy of the Plan, to:

DWS Scudder Investments Service Company
P.O. Box 219066
Kansas City, Missouri 64121-9066
1-800-294-4366

F. Adjustment of Purchase Price

The Fund will increase the price at which Shares may be issued under the Plan to 95% of the fair market value of the shares on the Record Date if the net asset value per Share of the Shares on the Record Date is less than 95% of the fair market value of the Shares on the Record Date.

G. Determination of Purchase Price

The cost of Shares and fractional Shares acquired for each participant's Account in connection with a Purchase shall be determined by the average cost per Share, including brokerage commissions as described in Paragraph H hereof, of the Shares acquired by UMB in connection with that Purchase. Shareholders will receive a confirmation showing the average cost and number of Shares acquired as soon as practicable after the Transfer Agent has received or UMB has purchased Shares. The Transfer Agent may mingle the cash in a participant's account with similar funds of other participants of the Fund for whom UMB acts as agent under the Plan.

H. Brokerage Charges

There will be no brokerage charges with respect to Shares issued directly by the Fund as a result of Distributions. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to UMB's open market purchases in connection with the reinvestment of Distributions. Brokerage charges for purchasing small amounts of Shares for individual Accounts through the Plan can be expected to be less than the usual brokerage charges for such transactions, as UMB will be purchasing Shares for all participants in blocks and prorating the lower commission thus attainable.

I. Service Charges

There is no service charge by the Transfer Agent or UMB to shareholders who participate in the Plan other than service charges specified in Paragraphs D and M hereof. However, the Fund reserves the right to amend the Plan in the future to include a service charge.

J. Transfer of Shares Held by Agent

The Transfer Agent will maintain the participant's Account, hold the additional Shares acquired through the Plan in safekeeping and furnish the participant with written confirmation of all transactions in the Account. Shares in the Account are transferable upon proper written instructions to the Transfer Agent. Upon request to the Transfer Agent, a certificate for any or all full Shares in a participant's Account will be sent to the participant.

K. Shares Not Held in Shareholder's Name

Beneficial owners of Shares which are held in the name of a broker or nominee will not be automatically included in the Plan and will receive all distributions in cash. Such shareholders should contact the broker or nominee in whose name their Shares are held to determine whether and how they may participate in the Plan.

L. Amendments

Experience under the Plan may indicate that changes are desirable. Accordingly, the Fund reserves the right to amend or terminate the Plan, including provisions with respect to any Distribution paid, subsequent to notice thereof sent to participants in the Plan at least ninety days before the record date for such Distribution, except when such amendment is necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, in which case such amendment shall be effective as soon as practicable. The amendment shall be deemed to be accepted by each participant unless, prior to the effective date thereof, the Transfer Agent receives notice of the termination of such participant's account under the Plan in accordance with the terms hereof. The Plan may be terminated by the Fund.

M. Withdrawal from Plan

Shareholders may withdraw from the Plan at any time by giving the Transfer Agent a written notice. If the proceeds are $100,000 or less and the proceeds are to be payable to the shareholder of record and mailed to the address of record, a signature guarantee normally will not be required for notices by individual account owners (including joint account owners), otherwise a signature guarantee will be required. In addition, if the certificate is to be sent to anyone other than the registered owner(s) at the address of record, a signature guarantee will be required on the notice. A notice of withdrawal will be effective for the next Distribution following receipt of the notice by the Transfer Agent provided the notice is received by the Transfer Agent at least ten days prior to the Record Date for the Distribution. When a participant withdraws from the Plan, or when the Plan is terminated in accordance with Paragraph L hereof, the participant will receive a certificate for full Shares in the Account, plus a check for any fractional Shares based on market price; or if a Participant so desires, the Transfer Agent will notify UMB to sell his Shares in the Plan and send the proceeds to the participant, less brokerage commissions and a $2.50 service fee.

N. Tax Implications

Shareholders will receive tax information annually for personal records and to assist in preparation of their Federal income tax returns. If Shares are purchased at a discount, the amount of the discount is considered taxable income and is added to the cost basis of the purchased shares.

Investment Management Agreement Approval

The Board of Trustees, including the Independent Trustees, approved the renewal of your Fund's investment management agreement (the "Agreement") with Deutsche Investment Management Americas Inc. ("DeIM" or the "Advisor") in September 2006. As part of its review process, the Board requested and evaluated all information it deemed reasonably necessary to evaluate the Agreement. Over the course of several months, the Contract Review Committee, in coordination with the Fixed-Income Oversight Committee and the Operations Committee of the Board, reviewed comprehensive materials received from the Advisor, independent third parties and independent counsel. These materials included an analysis of the Fund's performance, fees and expenses, and profitability compiled by an independent fee consultant. The Board also received extensive information throughout the year regarding performance and operating results of the Fund. Based on their evaluation of the information provided, the Committees presented their findings and recommendations to the Independent Trustees as a group. The Independent Trustees then reviewed the Committees' findings and recommendations and presented their recommendations to the full Board. Throughout their consideration of the Agreement, the Independent Trustees were advised by their independent legal counsel and by an independent fee consultant.

In connection with the contract review process, the various Committees and the Board considered the factors discussed below, among others. The Board also considered that the Advisor and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders invested in the Fund or approved the investment management agreement for the Fund, knowing that the Advisor managed the Fund and knowing the investment management fee schedule. In connection with recent and ongoing efforts by Deutsche Bank to restructure its US mutual fund business, which resulted in turnover of senior management and other personnel of the Advisor, the Board considered Deutsche Bank's commitment that it will devote to the Advisor and its affiliates all attention and resources that are necessary to provide the Fund with top-quality investment management and shareholder, administrative and product distribution services.

Nature, Quality and Extent of Services. The Board considered the nature, extent and quality of services provided under the Agreement, including portfolio management services and administrative services. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of the Advisor to attract and retain high-quality personnel, and the organizational depth and stability of the Advisor. The Board reviewed the Fund's performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market indices and a peer universe compiled by Lipper Inc. ("Lipper"). The Board considered whether investment results were consistent with the Fund's investment objective and policies. The Board also noted that it has put a process into place of identifying "Focus Funds" (e.g., funds performing poorly relative to their peer group), and receives more frequent reporting and information from the Advisor regarding such funds, along with the Advisor's remedial plans to address underperformance. The Board believes this process is an effective manner of addressing poorly performing funds at this time.

On the basis of this evaluation and the ongoing review of investment results by the Fixed-Income Oversight Committee, the Board concluded that the nature, quality and extent of services provided by the Advisor historically have been and continue to be satisfactory. The Board noted the relative underperformance of the Fund, and took into account the factors contributing to such performance, the recent municipal bond and short-term interest rate environments, the Fund's favorable five year period performance, and steps being taken by the Advisor to improve performance, including the Advisor's ongoing strategy to maintain the continuity of the Fund's dividends.

Fees and Expenses. The Board considered the Fund's management fee rate, operating expenses and total expense ratio, and compared management fees to a peer group and total expenses to a broader peer universe based on information and data supplied by Lipper. The information provided to the Board showed that the Fund's management fee rate was at the 13th percentile of the peer group, and that the total expense ratio was at the 40th percentile of the peer universe. The Board also considered the Fund's management fee rate as compared to fees charged by the Advisor and certain of its affiliates for comparable funds and for similarly managed institutional accounts. With respect to institutional accounts, the Board noted that (i) both the mix of services provided and the level of responsibility required under the Agreement were significantly greater as compared to the Advisor's obligations for similarly managed institutional accounts; and (ii) the management fees of institutional accounts are less relevant to the Board's consideration because they reflect significantly different competitive forces than those in the fund marketplace. With respect to other comparable DWS Funds, the Board considered differences in fund and fee structures among the DWS Funds.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by the Advisor.

Profitability. The Board reviewed detailed information regarding revenues received by the Advisor under the Agreement. The Board considered the estimated costs and pre-tax profits realized by the Advisor from advising the DWS Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of the DWS Scudder organization with respect to all fund services in totality and by fund. The Board reviewed DeIM's methodology in allocating its costs to the management of the Fund. Although the Board noted the inherently subjective nature of any allocation methodology, the Board received an attestation report from an accounting firm affirming that the allocation methods were consistently applied and were based upon practices commonly used in the investment management industry. Based on the information provided, the Board concluded that the pre-tax profits realized by DeIM in connection with the management of the Fund were not unreasonable.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board considered whether the management fee rate under the Agreement is reasonable in relation to the asset size of the Fund. The Board concluded that the management fee rate reflects an appropriate level of sharing of any economies of scale.

Other Benefits to DeIM and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DeIM and its affiliates, including any fees received by the Advisor for administrative services provided to the Fund. The Board also considered benefits to DeIM related to brokerage and soft-dollar allocations, which pertain primarily to funds investing in equity securities. The Board considered that the Advisor has recently proposed and the Board is evaluating a change in the Advisor's policies to permit the allocation of brokerage to acquire research services from third-party service providers. The Advisor had voluntarily discontinued this practice in 2004. The Board concluded that management fees were reasonable in light of these fallout benefits.

Regulatory Matters. The Board also considered information regarding pending regulatory actions against the Advisor and its affiliates related to allegations of market timing, revenue sharing, directed brokerage and other matters. The Board considered that the Advisor informed the Board that it expects to pay approximately $134 million in connection with final settlement agreements with various federal and state regulators regarding allegations of market timing in the DWS Funds. The Board also considered that the Advisor agreed to pay approximately $19 million in connection with a final settlement agreement with the Securities and Exchange Commission regarding allegations of directed brokerage. The Board considered the Advisor's representation that such regulatory actions will not materially impact its ability to perform under the Agreement or materially impact the Fund and that no current DeAM employee approved the trading arrangements. The Board also noted the private lawsuits brought against the DWS Funds in connection with the above allegations and considered the Advisor's commitment to indemnify the DWS Funds against any liability arising from these lawsuits.

Based on all of the information considered and the conclusions reached, the Board (including a majority of the Independent Trustees) determined that the terms of the Agreement continue to be fair and reasonable and that the continuation of the Agreement is in the best interests of the Fund. No single factor was determinative in the Board's analysis.

Trustees and Officers

The following table presents certain information regarding the Board Members and Officers of the fund as of November 30, 2006. Each individual's year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each individual has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each individual is c/o Deutsche Asset Management, 222 South Riverside Plaza, Chicago, Illinois 60606. Each Board Member's term of office extends until the next shareholders' meeting called for the purpose of electing such Board Members and until the election and qualification of a successor, or until such Board Member sooner dies, retires, resigns or is removed as provided in the governing documents of the fund.

Independent Board Members

Name, Year of Birth, Position(s) Held with the Fund and Length of Time Served1

Principal Occupation(s) During Past 5 Years and Other Directorships Held

Number of Funds in Fund Complex Overseen

Shirley D. Peterson (1941)

Chairperson, 2004-present

Board Member, 1995-present

Retired; formerly, President, Hood College (1995-2000); prior thereto, Partner, Steptoe & Johnson (law firm); Commissioner, Internal Revenue Service; Assistant Attorney General (Tax), US Department of Justice. Directorships: Federal Mogul Corp. (supplier of automotive components and subsystems); AK Steel (steel production); Goodyear Tire & Rubber Co. (April 2004-present); Champion Enterprises, Inc. (manufactured home building); Wolverine World Wide, Inc. (designer, manufacturer and marketer of footwear) (April 2005-present); Trustee, Bryn Mawr College. Former Directorship: Bethlehem Steel Corp.

68

Paul K. Freeman2 (1950)

Board Member, 2002-present

President, Cook Street Holdings (consulting); Consultant, World Bank/Inter-American Development Bank; formerly, Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986-1998)

68

John W. Ballantine (1946)

Board Member, 1999-present

Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998); Executive Vice President and Head of International Banking (1995-1996). Directorships: Healthways, Inc. (provider of disease and care management services); Portland General Electric (utility company). Former Directorships: First Oak Brook Bancshares, Inc. and Oak Brook Bank

68

Donald L. Dunaway (1937)

Board Member, 1980-present

Retired; formerly, Executive Vice President, A.O. Smith Corporation (diversified manufacturer) (1963-1994)

68

James R. Edgar (1946)

Board Member, 1999-present

Distinguished Fellow, University of Illinois, Institute of Government and Public Affairs (1999-present); formerly, Governor, State of Illinois (1991-1999). Directorships: Kemper Insurance Companies; John B. Sanfilippo & Son, Inc. (processor/packager/marketer of nuts, snacks and candy products); Horizon Group Properties, Inc.; Youbet.com (online wagering platform); Alberto-Culver Company (manufactures, distributes and markets health and beauty care products)

68

Robert B. Hoffman (1936)

Board Member, 1981-present

Retired; formerly, Chairman, Harnischfeger Industries, Inc. (machinery for the mining and paper industries) (1999-2000); prior thereto, Vice Chairman and Chief Financial Officer, Monsanto Company (agricultural, pharmaceutical and nutritional/food products) (1994-1999). Directorships: RCP Advisors, LLC (a private equity investment advisory firm)

68

William McClayton (1944)

Board Member, 2004-present

Managing Director of Finance and Administration, Diamond Management & Technology Consultants, Inc. (global management consulting firm) (2001-present); formerly, Partner, Arthur Andersen LLP (accounting) (1986-2001). Formerly: Trustee, Ravinia Festival; Board of Managers, YMCA of Metropolitan Chicago

68

Robert H. Wadsworth

(1940)

Board Member, 2004-present

President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present). Formerly, Trustee of New York Board DWS Funds; President and Trustee, Trust for Investment Managers (registered investment company) (1999-2002). President, Investment Company Administration, L.L.C. (1992*-2001); President, Treasurer and Director, First Fund Distributors, Inc. (June 1990-January 2002); Vice President, Professionally Managed Portfolios (May 1991-January 2002) and Advisors Series Trust (October 1996-January 2002) (registered investment companies)

*Inception date of the corporation which was the predecessor to the L.L.C.

71

Officers3

Name, Year of Birth, Position(s) Held with the Fund and Length of Time Served1

Principal Occupation(s) During Past 5 Years and Other Directorships Held

Number of Funds in Fund Complex Overseen

Michael G. Clark5 (1965)

President, 2006-present

Managing Director4, Deutsche Asset Management (2006-present); President of DWS family of funds; formerly, Director of Fund Board Relations (2004-2006) and Director of Product Development (2000-2004), Merrill Lynch Investment Managers; Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)

n/a

Philip J. Collora (1945)

Vice President and Assistant Secretary, 1986-present

Director4, Deutsche Asset Management

n/a

Paul H. Schubert5 (1963)

Chief Financial Officer, 2004-present

Treasurer, 2005-present

Managing Director4, Deutsche Asset Management (since July 2004); formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998)

n/a

John Millette6 (1962)

Secretary, 2001-present

Director4, Deutsche Asset Management

n/a

Patricia DeFilippis5 (1963)

Assistant Secretary, 2005-present

Vice President, Deutsche Asset Management (since June 2005); formerly, Counsel, New York Life Investment Management LLC (2003-2005); legal associate, Lord, Abbett & Co. LLC (1998-2003)

n/a

Elisa D. Metzger5, (1962)

Assistant Secretary 2005-present

Director4, Deutsche Asset Management (since September 2005); formerly, Counsel, Morrison and Foerster LLP (1999-2005)

n/a

Caroline Pearson6 (1962)

Assistant Secretary, 1998-present

Managing Director4, Deutsche Asset Management

n/a

Scott M. McHugh6 (1971)

Assistant Treasurer, 2005-present

Director4, Deutsche Asset Management

n/a

Kathleen Sullivan D'Eramo6 (1957)

Assistant Treasurer, 2003-present

Director4, Deutsche Asset Management

n/a

John Robbins5 (1966)

Anti-Money Laundering Compliance Officer, 2005-present

Managing Director4, Deutsche Asset Management (since 2005); formerly, Chief Compliance Officer and Anti-Money Laundering Compliance Officer for GE Asset Management (1999-2005)

n/a

Robert Kloby5 (1962)

Chief Compliance Officer, 2006-present

Managing Director4, Deutsche Asset Management (2004-present); formerly, Chief Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President, The Prudential Insurance Company of America (1988-2000); E.F. Hutton and Company (1984-1988)

n/a

1 Length of time served represents the date that each Board Member was first elected to the common board of Board Members which oversees a number of investment companies, including the fund, managed by the Advisor. For the Officers of the fund, the length of time served represents the date that each officer was first elected to serve as an officer of any fund overseen by the aforementioned common board of Board Members.

2 Appointed Chairman of the Board, effective January 1, 2007.

3 As a result of their respective positions held with the Advisor, these individuals are considered "interested persons" of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the fund.

4 Executive title, not a board directorship.

5 Address: 345 Park Avenue, New York, New York 10154.

6 Address: Two International Place, Boston, Massachusetts 02110.

The fund's Statement of Additional Information ("SAI") includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: 1-800-621-1048.

Additional Information

 

Automated Information Lines

DWS Scudder Closed-End Fund Info Line

(800) 349-4281

Web Sites

www.dws-scudder.com

or visit our Direct Link:

www.cef.dws-scudder.com

Obtain quarterly fact sheets, financial reports, press releases and webcasts when available.

www.cef.dws-scudder/alerts.

Register online to receive email alerts on your DWS funds.

Written Correspondence

Deutsche Investment Management Americas Inc.

222 South Riverside Plaza

Chicago, IL 60606

Proxy Voting

A description of the fund's policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web site — www.dws-scudder.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — www.sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at 1-800-621-1048.

Legal Counsel

Vedder, Price, Kaufman & Kammholz, P.C.

222 North LaSalle Street

Chicago, IL 60601

Dividend Reinvestment Plan Agent

UMB Bank

P.O. Box 410064

Kansas City, MO 64141-0064

Shareholder Service Agent

DWS Scudder Investments Service Company

P.O. Box 219066

Kansas City, MO 64121-9066

(800) 294-4366

Custodian and Transfer Agent

State Street Bank and Trust Company

225 Franklin Street

Boston, MA 02110

Independent Registered Public Accounting Firm

Ernst & Young LLP

200 Clarendon Street

Boston, MA 02116

NYSE Symbol

KTF

CUSIP Numbers

Common Shares

23338M 106

 

Series A (Preferred Shares)

23338M 205

 

Series B (Preferred Shares)

23338M 304

 

Series C (Preferred Shares)

23338M 403

 

Series D (Preferred Shares)

23338M 502

 

Series E (Preferred Shares)

23338M 601

Notes

Notes

Notes

Notes

Notes

mit_backcover0

 

ITEM 2.

CODE OF ETHICS

 

 

 

As of the end of the period, November 30, 2006, DWS Municipal Income Trust has a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer.

 

There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2.

 

A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

 

 

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT

 

 

 

The Fund’s Board of Directors/Trustees has determined that the Fund has at least one “audit committee financial expert” serving on its audit committee: Mr. William McClayton, Mr. Donald Dunaway and Mr. Robert Hoffman. Each of these audit committee members is “independent,” meaning that he is not an “interested person” of the Fund (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940) and he does not accept any consulting, advisory, or other compensatory fee from the Fund (except in the capacity as a Board or committee member).

 

An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933, as a result of being designated as an “audit committee financial expert.” Further, the designation of a person as an “audit committee financial expert” does not mean that the person has any greater duties, obligations, or liability than those imposed on the person without the “audit committee financial expert” designation. Similarly, the designation of a person as an “audit committee financial expert” does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.

 

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

DWS MUNICIPAL INCOME TRUST

FORM N-CSR DISCLOSURE RE: AUDIT FEES

The following table shows the amount of fees that Ernst & Young, LLP (“E&Y”), the Fund’s auditor, billed to the Fund during the Fund’s last two fiscal years. The Audit Committee approved in advance all audit services and non-audit services that E&Y provided to the Fund.

The Audit Committee has delegated certain pre-approval responsibilities to its Chairman (or, in his absence, any other member of the Audit Committee).

 

Services that the Fund’s Auditor Billed to the Fund

 

Fiscal Year
Ended
November 30

Audit Fees Billed to Fund

Audit-Related
Fees Billed to Fund

Tax Fees Billed to Fund

All
Other Fees Billed to Fund

2006

$49,067

$0

$6,691

$0

2005

$47,134

$0

$6,427

$0

 

 


 

The above “Tax Fees” were billed for professional services rendered for tax return preparation.

 

Services that the Fund’s Auditor Billed to the Adviser and

Affiliated Fund Service Providers

The following table shows the amount of fees billed by E&Y to Deutsche Investment Management Americas, Inc. (“DeIM” or the “Adviser”), and any entity controlling, controlled by or under common control with DeIM (“Control Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.

 

Fiscal Year
Ended
November 30

Audit-Related
Fees Billed to Adviser and Affiliated Fund Service Providers

Tax Fees Billed to Adviser and Affiliated Fund Service Providers

All
Other Fees Billed to Adviser and Affiliated Fund Service Providers

2006

$80,000

$316,254

$0

2005

$406,000

$70,570

$0

 

The “Audit-Related Fees” were billed for services in connection with agreed upon procedures related to fund mergers and the above “Tax Fees” were billed in connection with tax compliance services and agreed upon procedures.

Non-Audit Services

The following table shows the amount of fees that E&Y billed during the Fund’s last two fiscal years for non-audit services. The Audit Committee pre-approved all non-audit services that E&Y provided to the Adviser and any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial reporting. The Audit Committee requested and received information from E&Y about any non-audit services that E&Y rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating E&Y’s independence.

 

Fiscal Year
Ended
November 30

Total
Non-Audit Fees Billed to Fund

(A)

Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)

(B)

Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)

©

Total of (A), (B)

and (C)

2006

$6,691

$316,254

$948,620

$1,271,565

2005

$6,427

$70,570

$40,586

$117,583

 

 

All other engagement fees were billed for services in connection with internal control reviews, agreed upon procedures and tax compliance for DeIM and other related entities that provide support for the operations of the fund.

 


 

In connection with the audit of the 2005 and 2006 financial statements, the Fund entered into an engagement letter with E&Y. The terms of the engagement letter required by E&Y, and agreed to by the Audit Committee, include provisions in which the parties consent to the sole jurisdiction of federal courts in New York, Boston or the Northern District of Illinois, as well as a waiver of right to a trial by jury and an exclusion of punitive damages.

 

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 Securities Exchange Act of 1934, as amended. The registrant's audit committee consists of William McClayton (Chairman), Robert B. Hoffman, and Donald L. Dunaway.

 

 

ITEM 6.

SCHEDULE OF INVESTMENTS

 

 

 

Not Applicable

 

 

ITEM 7.

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

 

 

 

 


 

 

 

Proxy Voting Guidelines. The Fund has delegated proxy voting responsibilities to its investment advisor, subject to the Board’s general oversight. The Fund has delegated proxy voting to the advisor with the direction that proxies should be voted consistent with the Fund’s best economic interests. The advisor has adopted its own Proxy Voting Policies and Procedures (“Policies”), a Proxy Voting Desktop Manual (“Manual”), and Proxy Voting Guidelines (“Guidelines”) for this purpose. The Policies address, among other things, conflicts of interest that may arise between the interests of the Fund, and the interests of the advisor and its affiliates. The Manual sets forth the procedures that the advisor has implemented to vote proxies, including monitoring for corporate events, communicating with the fund’s custodian regarding proxies, considering the merits f each proposal, and executing and recording the proxy vote. The Guidelines set forth the advisor’s general position on various proposals, such as:

 

             Shareholder Rights — The advisor generally votes against proposals that restrict shareholder rights.

 

             Corporate Governance — The advisor generally votes for confidential and cumulative voting and against supermajority voting requirements for charter and bylaw amendments. The advisor generally votes for proposals to restrict a chief executive officer from serving on more than three outside board of directors. The advisor generally votes against proposals that require a company to appoint a chairman who is an independent director.

 

             Anti-Takeover Matters — The advisor generally votes for proposals that require shareholder ratification of poison pills or that request boards to redeem poison pills, and votes “against” the adoption of poison pills if they are submitted for shareholder ratification. The advisor generally votes for fair price proposals.

 

             Routine Matters — The advisor generally votes for the ratification of auditors, procedural matters related to the annual meeting, and changes in company name, and against bundled proposals and adjournment.

 

The general provisions described above do not apply to investment companies. The advisor generally votes proxies solicited by investment companies in accordance with the recommendations of an independent third-party, except for proxies solicited by or with respect to investment companies for which the advisor or an affiliate serves as investment advisor or principal underwriter (“affiliated investment companies”). The advisor votes affiliated investment company proxies in the same proportion as the vote of the investment company’s other shareholders (sometimes called “mirror” or “echo” voting). Master fund proxies solicited from feeder funds are voted in accordance with applicable requirements of the Investment Company Act of 1940.

 

Although the Guidelines set forth the advisor’s general voting positions on various proposals, the advisor may, consistent with the Fund’s best interests, determine under some circumstances to vote contrary to those positions.

 

The Guidelines on a particular issue may or may not reflect the view of individual members of the board, or of a majority of the board. In addition, the Guidelines may reflect a voting position that differs from the actual practices of the public companies within the Deutsche Bank organization or of the investment companies for which the advisor or an affiliate serves as investment advisor or sponsor.

 

The advisor may consider the views of a portfolio company’s management in deciding how to vote a proxy or in establishing general voting positions for the Guidelines, but management’s views are not determinative.

 

As mentioned above, the Policies describe the way in which the advisor resolves conflicts of interest. To resolve conflicts, the advisor, under normal circumstances, votes proxies in accordance with its Guidelines. If the advisor departs from the Guidelines with respect to a particular proxy or if the Guidelines do not specifically address a certain proxy proposal, a committee established by the advisor will vote the proxy. Before voting any such proxy, however, the committee will exclude from the voting discussions and determinations any member who is involved in or aware of a material conflict of interest. If, after excluding any and all such members, there are fewer than three voting members remaining, the advisor will engage an independent third party to vote the proxy or follow the proxy voting recommendations of an independent third party.

 

Under certain circumstances, the advisor may not be able to vote proxies or the advisor may find that the expected economic costs from voting outweigh the benefits associated with voting. For example, the advisor may not vote proxies on certain foreign securities due to local restrictions or customs. The advisor generally does not vote proxies on securities subject to share blocking restrictions.

 

 

 

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

 

 

 

Portfolio Manager Team Disclosure

 

The Fund is managed by a Team of investment professionals who collaborate to develop and implement the Fund’s investment strategy. Each Portfolio Manager on the Team has authority over all aspects of the Fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings.

 

The following individuals handle the day-to-day management of the fund.

 

Philip G. Condon, Managing Director of Deutsche Asset Management and Co-Lead Portfolio Manager of the fund.

 

Joined Deutsche Asset Management in 1983 and the fund in 1999.

 

Over 29 years of investment industry experience.

 

BA and MBA, University of Massachusetts at Amherst.

 

Eleanor R. Lynch, CFA, Director of Deutsche Asset Management and Co-Lead Portfolio Manager of he fund.

 

Joined Deutsche Asset Management in 1995 and the fund in 1999.

 

Over 19 years of investment industry experience.

 

BS, Ursinus College; MS, Drexel University.

Compensation of Portfolio Managers

 


 

The Fund has been advised that the Advisor seeks to offer its investment professionals competitive short-term and long-term compensation. Portfolio managers and research professionals are paid (i) fixed base salaries, which are linked to job function, responsibilities and financial services industry peer comparison, and (ii) variable compensation, which is linked to investment performance, individual contributions to the team and DWS Scudder’s and Deutsche Bank’s financial results. Variable compensation may include a cash bonus incentive and participation in a variety of long-term equity programs (usually in the form of Deutsche Bank equity).

 

Bonus and long-term incentives comprise a greater proportion of total compensation as an investment professional’s seniority and compensation levels increase. Top performing investment professionals earn a total compensation package that is highly competitive, including a bonus that is a multiple of their base salary. The amount of equity awarded under the long-term equity programs is generally based on the individual’s total compensation package and may comprise from 0%-40% of the total compensation award. As incentive compensation increases, the percentage of compensation awarded in Deutsche Bank equity also increases. Certain senior investment professionals may be subject to a mandatory diverting of a portion of their equity compensation into proprietary mutual funds that they manage.

 

To evaluate its investment professionals, the Advisor uses a Performance Management Process. Objectives evaluated by the process are related to investment performance and generally take into account peer group and benchmark related data. The ultimate goal of this process is to link the performance of investment professionals with client investment objectives and to deliver investment performance that meets or exceeds clients’ risk and return objectives. When determining total compensation, the Advisor considers a number of quantitative and qualitative factors such as:

 

DWS Scudder performance and the performance of Deutsche Asset Management, quantitative measures which include 1, 3 and 5 year pre-tax returns versus benchmark (such as the benchmark used in the prospectus) and appropriate peer group, taking into consideration risk targets. Additionally, the portfolio manager’s retail/institutional asset mix is weighted, as appropriate for evaluation purposes.

Qualitative measures include adherence to the investment process and individual contributions to the process, among other things. In addition, the Advisor assesses compliance, risk management and teamwork skills.

 

Other factors, including contributions made to the investment team as well as adherence to compliance, risk management, and "living the values" of the Advisor, are part of a discretionary component which gives management the ability to reward these behaviors on a subjective basis through bonus incentives.

 

In addition, the Advisor analyzes competitive compensation levels through the use of extensive market data surveys. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine overall compensation to promote good sustained investment performance.

Fund Ownership of Portfolio Managers

The following table shows the dollar range of shares owned beneficially and of record by each member of the Fund’s portfolio management team in the Fund as well as in all DWS Funds as a group (i.e. those funds advised by Deutsche Asset Management or its affiliates), including investments by their immediate family members sharing the same household and amounts invested through retirement and deferred compensation plans. This information is provided as of the Fund’s most recent fiscal year end.

 

Name of Portfolio Manager

Dollar Range of

Fund Shares Owned

Dollar Range of All
DWS Fund Shares Owned

 

Philip G. Condon

$500,001 - $1,000,000

Over $1,000,000

 

Eleanor R. Lynch

$10,001 - $50,000

$100,001 - $500,000

 

 

 

 

 


 

Conflicts of Interest

In addition to managing the assets of the Fund, the Fund’s portfolio managers may have responsibility for managing other client accounts of the Advisor or its affiliates. The tables below show, for each portfolio manager, the number and asset size of (1) SEC registered investment companies (or series thereof) other than the Fund, (2) pooled investment vehicles that are not registered investment companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by each portfolio manager. The tables also show the number of performance based fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information is provided as of the Fund’s most recent fiscal year end.

 

Other SEC Registered Investment Companies Managed:

 

Name of Portfolio Manager

Number of Registered Investment Companies

Total Assets of Registered Investment Companies

Number of Investment Company Accounts with Performance Based Fee

Total Assets of Performance- Based Fee Accounts

 

Philip G. Condon

8

$7,956,161,635

None

None

 

Eleanor R. Lynch

2

$4,915,273,908

None

None

 

Other Pooled Investment Vehicles Managed:

 

Name of Portfolio Manager

Number of Pooled Investment Vehicles

Total Assets of Pooled Investment Vehicles

Number of Pooled Investment Vehicle Accounts with Performance-Based Fee

Total Assets of Performance- Based Fee Accounts

 

Philip G. Condon

None

None

None

None

 

Eleanor R. Lynch

None

None

None

None

 

Other Accounts Managed:

 

Name of Portfolio Manager

Number of Other Accounts

Total Assets of Other Accounts

Number of Other Accounts with Performance- Based Fee

Total Assets of Performance- Based Fee Accounts

 

Philip G. Condon

 

None

 

None

 

None

 

None

 

Eleanor R. Lynch

 

None

 

None

 

None

 

None

 

In addition to the accounts above, an investment professional may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the Funds. The Advisor has in place a Code of Ethics that is designed to address conflicts of interest and that, among other things, imposes restrictions on the ability of portfolio managers and other “access persons” to invest in securities that may be recommended or traded in the Funds and other client accounts.

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account, including the following:

 


 

Certain investments may be appropriate for the Fund and also for other clients advised by the Advisor, including other client accounts managed by the Fund’s portfolio management team. Investment decisions for the Fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment and the size of their investments generally. A particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, because clients of the Advisor may have differing investment strategies, a particular security may be bought for one or more clients when one or more other clients are selling the security. The investment results achieved for the Fund may differ from the results achieved for other clients of the Advisor. In addition, purchases or sales of the same security may be made for two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed by the Advisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the Advisor in the interest of achieving the most favorable net results to the Fund and the other clients.

 

To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The Advisor attempts to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.

 

In some cases, an apparent conflict may arise where the Advisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The Advisor will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the Advisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies.

 

The Advisor and its affiliates and the investment team of the Funds may manage other mutual funds and separate accounts on a long-short basis. The simultaneous management of long and short portfolios creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value of the long positions(and vice versa), the risk arising from sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time. The Advisor has adopted procedures that it believes are reasonably designed to mitigate these potential conflicts of interest. Included in these procedures are specific guidelines developed to ensure fair and equitable treatment for all clients whose accounts are managed by each Fund’s portfolio management team. The Advisor and the portfolio management team have established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are properly addressed.

 

The Advisor is owned by Deutsche Bank AG, a multi-national financial services company. Therefore, the Advisor is affiliated with a variety of entities that provide and/or engage in commercial banking, insurance, brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate and private equity investing, in addition to the provision of investment management services to institutional and individual investors. Since Deutsche Bank AG, its affiliates, directors, officers and employees (the “Firm”) are engaged in businesses and have interests other than managing asset management accounts, such other activities involve real, potential or apparent conflicts of interest. These interests and activities include potential advisory, transactional and financial activities and other interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients’ advisory accounts. These are considerations of which advisory clients should be aware and which may cause conflicts that could be to the disadvantage of the Advisor’s advisory clients. The Advisor has instituted business and compliance policies, procedures and disclosures that are designed to identify, monitor and mitigate conflicts of interest and, as appropriate, to report them to the Fund’s Board.

 

 

 

ITEM 9.

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

 

 

 

 


 

 

Period

(a)

Total Number of Shares Purchased

(b)

Average Price Paid per Share

(c)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

(d)

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

 

 

 

 

 

December 1 through December 31

n/a

n/a

n/a

n/a

January 1 through January 31

n/a

n/a

n/a

n/a

February 1 through February 28

n/a

n/a

n/a

n/a

March 1 through March 31

n/a

n/a

n/a

n/a

April 1 through April 30

n/a

n/a

n/a

n/a

May 1 through May 31

n/a

n/a

n/a

n/a

June 1 through June 30

n/a

n/a

n/a

n/a

July 1 through July 31

n/a

n/a

n/a

n/a

August 1 through August 31

n/a

n/a

n/a

n/a

September 1 through September 30

n/a

n/a

n/a

n/a

October 1 through October 31

n/a

n/a

n/a

n/a

November 1 through November 30

n/a

n/a

n/a

n/a

 

 

 

 

 

Total

n/a

n/a

n/a

n/a

 

 

 

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

 

 

The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Procedures and Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to the Fund's Secretary for the attention of the Chairman of the Nominating and Governance Committee, Two International Place, Boston, MA 02110. Suggestions for candidates must include a resume of the candidate.

 

 

ITEM 11.

CONTROLS AND PROCEDURES

 

 

 

(a)          The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.

 

 

 

(b)          There have been no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last half-year (the registrant’s second fiscal half-year in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.

 

 

ITEM 12.

EXHIBITS

 

 

 

(a)(1)     Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

 

 


 

 

 

 

 

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

 

 

 

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

 

 

 

 

Form N-CSR Item F

 

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:

DWS Municipal Income Trust

 

By:

/s/Michael G. Clark

 

Michael G. Clark

President

 

Date:

January 29, 2007

 

 

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.

 

Registrant:

DWS Municipal Income Trust

 

By:

/s/Michael G. Clark

 

Michael G. Clark

President

 

Date:

January 29, 2007

 

 

By:

/s/Paul Schubert

 

Paul Schubert

Chief Financial Officer and Treasurer

 

Date:

December 29, 2007