<PAGE> 1
Dear Fellow Shareholder:
As you may know, Bartlett & Co. has entered into a merger agreement
with Legg Mason, Inc., an investment firm based in Baltimore, Maryland. When
the merger becomes effective, currently scheduled to occur in early January
1996, Bartlett & Co. will become a wholly-owned subsidiary of Legg Mason. Over
the past several years, Legg Mason has acquired several other well-known
investment advisers, including Batterymarch Financial Management, Inc. in
Boston and Western Asset Management Company in Los Angeles. We're proud to be
joining this group of companies.
The enclosed proxy statement explains what the affiliation with Legg
Mason, Inc. will mean for Bartlett & Co. and the Bartlett Mutual Funds. Among
other things, the change in ownership of Bartlett & Co. means that the
investment advisory contracts between the Bartlett Mutual Funds and Bartlett &
Co. are considered to be "assigned" under federal securities laws. The
Bartlett Mutual Funds advisory contracts after the merger will be identical
(other than their expiration dates) to the present advisory contracts, and are
required to be approved by the shareholders of each of the Bartlett Mutual
Funds, and shareholders meetings have been called for that purpose on
December ___, 1995.
As you'll see in the proxy statement for those meetings, there will be
no change in the investment management of the Bartlett Mutual Funds portfolios.
The portfolio managers who have been running these portfolios for years will
continue to run them. There will be no change in advisory fees, or in the
investment objectives and policies of the Bartlett Mutual Funds. Following the
merger, Bartlett & Co. will no longer handle certain administrative functions
for the Bartlett Mutual Funds, but we're working closely with Legg Mason to
ensure that these operational changes transition smoothly, with as little
inconvenience to you as possible. In fact, we hope any changes will be
invisible to you, our shareholders.
Please take the time to complete and return the enclosed proxy cards in
the enclosed self-addressed, stamped envelope. Your vote is important to us.
Shareholder approval of the assignment of the Bartlett Mutual Funds advisory
contracts is a necessary step to completing the merger. We've been fortunate
to have your support in the past, and we're confident that you'll continue that
support with a vote "FOR" these proposals.
Sincerely,
<PAGE> 2
R&O DRAFT 11/2/95
BARTLETT CAPITAL TRUST
BARTLETT MANAGEMENT TRUST
36 EAST FOURTH STREET
CINCINNATI, OH 45202
_________________________________________________________________
JOINT NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON
DECEMBER , 1995
_________________________________________________________________
Special Meetings of Shareholders of Bartlett Capital Trust
(the "Capital Trust") and Bartlett Management Trust (the "Management Trust"
and, together with the Capital Trust, the "Trusts") will be held at 36 East
Fourth Street, Cincinnati, Ohio 45202, on December____, 1995, at 9:00 a.m. to
act on the following matters:
1. Approval or disapproval of new investment advisory
agreements between the Trusts and the Trusts'
investment advisor, Bartlett & Co., on the same terms
as the current investment advisory agreements.
2. Such other business as may properly come before the
meeting.
Shareholders of record of the Trusts as of the close of
business on November 6, 1995, are entitled to notice of and to vote at the
meeting or any adjournment thereof.
By Order of the Boards of Trustees.
Cincinnati, Ohio
November____, 1995
YOUR VOTE IS IMPORTANT
TO ENSURE A QUORUM, PLEASE COMPLETE AND RETURN THE PROXY IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE MEETING, YOUR PROXY WILL BE RETURNED TO
YOU UPON REQUEST TO THE SECRETARY OF THE MEETING.
<PAGE> 3
BARTLETT CAPITAL TRUST
BARTLETT MANAGEMENT TRUST
36 EAST FOURTH STREET
CINCINNATI, OH 45202
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation by the Boards of Trustees of Bartlett Capital Trust (the "Capital
Trust") and Bartlett Management Trust (the "Management Trust" and, together
with the Capital Trust, the "Trusts") of proxies for use at the special
meetings of shareholders of the Trusts (the "Meeting") to be held at 36 East
Fourth Street, Cincinnati, Ohio 45202, on December____, 1995, at 9:00 a.m., or
any adjournment thereof. The Meeting has been called to approve or disapprove
new investment advisory agreements (the "Proposed Agreements") between the
Trusts and the current investment advisor to the Trusts, Bartlett & Co., an
Ohio corporation ("Bartlett"). Bartlett has executed an Agreement and Plan of
Merger (the "Merger Agreement") with Legg Mason, Inc., a Maryland corporation
("Legg Mason"), pursuant to which Bartlett will become a wholly-owned
subsidiary of Legg Mason (the "Merger"). Under the rules and regulations
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended (the "Act"), the Merger will be deemed to
constitute an assignment of the investment advisory agreements currently in
effect between the Trusts and Bartlett (the "Current Agreements"). As required
under the Act, the Current Agreements provide for their automatic termination
in the event of an assignment. Accordingly, new investment advisory agreements
must be adopted by the Trusts. Pursuant to the Act, adoption of new investment
advisory agreements requires shareholder approval. OTHER THAN THEIR EXPIRATION
DATES, THE PROPOSED AGREEMENTS ARE SUBSTANTIALLY IDENTICAL IN FORM AND TERMS TO
THE CURRENT AGREEMENTS AND ARE ATTACHED HERETO AS EXHIBIT A. Shareholder
approval of each of the Proposed Agreements is a condition precedent to the
consummation of the Merger.
Commencing after the Merger and during the year following the
Merger, Bartlett and Legg Mason plan to propose to the Boards of Trustees of
the Trusts the transfer of custodial and certain administrative functions
relating to the Bartlett Funds (as defined below), including fund accounting,
transfer agency, dividend disbursement, plan agency and shareholder services,
to Legg Mason subsidiaries or third parties currently providing such services
to mutual funds sponsored by Legg Mason subsidiaries. In addition, during the
year following the Merger and thereafter, Bartlett and Legg Mason will consider
proposing to the Trustees of the Trusts a restructuring of the Bartlett Funds,
including the merger of those Legg Mason and Bartlett mutual funds with similar
investment objectives. Any such proposal will be considered by the Boards of
Trustees of the Funds and, to the extent required by law, presented to the
applicable Funds' shareholders for approval. See "The Investment Advisory
Agreements -- Terms of the Investment Advisory Agreements," "-- Brokerage" and
"-- Information Regarding Legg Mason and the Trusts".
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VOTING INFORMATION
Only shareholders of record as of November 6, 1995 (the
"Record Date") will be entitled to vote at the Meeting or any adjournment
thereof. The enclosed proxy may be revoked at any time prior to its exercise.
Revocation of the proxy may be accomplished either by written notice to the
Secretary of a Trust at the Trust's address listed above prior to the Meeting,
by subsequent execution of another proxy prior to the Meeting, or by giving
personal notice of revocation at the Meeting to the Chairman of the Meeting.
If sufficient votes to approve any proposal are not received,
the persons named as proxies may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of the shares of each Fund
represented at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to
vote for the proposal in favor of such an adjournment and will vote those
proxies required to be voted against the proposal against any such adjournment.
A shareholder vote may be taken on one or more of the proposals in this Proxy
Statement prior to any such adjournment if sufficient votes have been received
for approval.
As of the Record Date, there were 24,689,793.558 outstanding
shares of beneficial interest of the Capital Trust, consisting of 7,190,031.172
shares of the Bartlett Basic Value Fund, 9,137,855.585 shares of the Bartlett
Fixed Income Fund, 5,534,628.443 shares of the Bartlett Value International
Fund, and 2,827,278.358 shares of the Bartlett Short Term Bond Fund
(individually, a "Fund" and collectively, the "Funds"). As of the Record
Date, there were 98,291,758.618 outstanding shares of beneficial interest of
the Management Trust, consisting entirely of shares of the Bartlett Cash
Reserves Fund (individually, also a "Fund" and, collectively with the other
Funds, also the "Funds"). Shareholders of record on the Record Date are
entitled to one vote for each share held and fractional votes for fractional
shares held. For a description of the Fund share holdings by certain
shareholders, including the officers and Trustees of each of the Trusts, see
"Other Information -- Management of the Trusts".
An affirmative vote of the holders of a majority of the
outstanding shares of each Fund is required for the approval of the Proposed
Agreement for that Fund. As defined in the Act, a vote of the holders of a
majority of the outstanding shares means with respect to each Fund the vote of
(i) 67% or more of the voting shares of that Fund present at the Meeting, if
the holders of more than 50% of the outstanding shares are present in person or
represented by proxy or (ii) more than 50% of the outstanding voting shares,
whichever is less.
The proxyholders will vote all duly executed proxies that are
received by the Trusts. Where a choice has been specified on the proxy with
respect to the matter submitted for shareholder approval, the shares
represented by the proxy will be voted in accordance with the specification,
and if no specification is indicated will be voted FOR. With respect to
abstentions, the shares will be considered present at the Meeting for purposes
of determining the existence of a quorum, but since they are not affirmative
votes for the proposal, they will have the same effect as a vote against the
proposal.
A shareholder receiving this Proxy Statement may hold shares
in one or both Trusts and in one or more Funds. A proxy card with respect to
each Fund of which a shareholder owns shares accompanies this Proxy Statement.
A Shareholder may execute proxies or vote at the Meeting with
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<PAGE> 5
respect to all shares owned in each of the Funds. The votes cast with respect
to the shares of each Fund will be counted separately to determine whether each
Fund's shareholders have approved the Proposed Agreement for that Fund.
The costs of soliciting proxies in the accompanying form,
including the costs of preparing, printing and mailing the accompanying Notice
and this proxy statement and the costs of the Meeting will be paid by Bartlett.
Proxy materials will also be distributed through brokers, custodians and
nominees to beneficial owners, and Bartlett will reimburse such parties for
reasonable charges and expenses. In addition to the use of the mails, proxies
may be solicited by telephone by officers and Trustees of the Trusts, or their
agents, on behalf of the Boards of Trustees of the Trusts, expenses of which
will be paid by Bartlett. Bartlett also may retain, at its expense, a proxy
soliciting firm to assist with proxy soliciting activities to obtain the
necessary representation.
THE BARTLETT MUTUAL FUNDS ANNUAL REPORT FOR THE FISCAL YEAR
ENDED MARCH 31, 1995 CONTAINING FINANCIAL AND OTHER INFORMATION WITH RESPECT TO
THE FUNDS WILL BE FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER UPON REQUEST,
FROM THE BARTLETT MUTUAL FUNDS, 36 EAST FOURTH STREET, CINCINNATI, OHIO 45202,
TELEPHONE NUMBER 1-800-800-3609.
THE INVESTMENT ADVISORY AGREEMENTS
INTRODUCTION
On October 23, 1995, Bartlett, its principal shareholders and
Legg Mason entered into the Merger Agreement pursuant to which Bartlett will
become a wholly-owned subsidiary of Legg Mason.
The consummation of the Merger will be deemed to constitute an
assignment (as that term is defined in the Act) of the Current Agreements. The
Current Agreements provide for their automatic termination in the event of an
assignment. Therefore, new investment advisory agreements between the Trusts
and Bartlett are hereby being proposed for approval by the shareholders of each
Fund. Forms of the Proposed Agreements are attached hereto as EXHIBIT A.
OTHER THAN THEIR EXPIRATION DATES, THE PROPOSED AGREEMENTS ARE SUBSTANTIALLY
IDENTICAL IN FORM AND TERMS TO THE CURRENT AGREEMENTS.
Shareholder approval of each of the Proposed Agreements is a
condition precedent to the consummation of the Merger. If shareholders of any
Fund do not approve the Proposed Agreement for such Fund, Legg Mason and
Bartlett each has the right not to proceed with the Merger. In the event that
shareholders of a Fund do not approve the Proposed Agreement with respect to
such Fund and Legg Mason and Bartlett nonetheless proceed with the Merger, the
Current Agreement of such Fund would terminate and the Trustees of the
applicable Trust would seek to obtain interim advisory services for such Fund,
either from Bartlett or from another advisory organization. Thereafter, the
Trustees of such Trust would either negotiate a new investment management
agreement for such Fund with an investment advisor selected by the Trustees or
make other appropriate arrangements, in either event subject to approval by the
shareholders of such Fund. If the Merger is not consummated for any reason,
the Current Agreements will remain in effect.
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<PAGE> 6
The Proposed Agreements will be dated the date of the
consummation of the Merger, which is expected to occur on or about January 2,
1996, but in no event later than March 31, 1996. The Proposed Agreements will
be in effect for an initial term ending on the second anniversary of the
consummation of the Merger, and may continue thereafter on a year-to-year
basis, subject to approval by the Trustees of the Trust or the vote of the
holders of a majority of the outstanding shares of each Fund (as defined in the
Act), and also, in either event by a vote of the majority of the disinterested
Trustees of the Trust in accordance with the Act and pursuant to the terms and
conditions of the Proposed Agreements.
RECOMMENDATIONS OF THE BOARDS OF TRUSTEES
The Boards of Trustees of the Trusts met on November 6, 1995
to consider the Merger and its anticipated effects upon the Trusts and the
Funds. As required under the Act, on November 6, 1995, the Boards of Trustees
of each Trust, including a majority of the disinterested Trustees of each
Trust, unanimously voted to approve the Proposed Agreements and to recommend
them, respectively, to the shareholders of each Fund for approval.
For information about the Boards of Trustees' deliberations
and the reasons for their recommendations, please see "-- Evaluation of the
Proposed Agreements by the Boards of Trustees".
THE BOARDS OF TRUSTEES OF EACH TRUST, INCLUDING A MAJORITY OF
THE DISINTERESTED TRUSTEES OF EACH TRUST, UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FORAPPROVAL OF THE PROPOSED AGREEMENTS.
TERMS OF THE INVESTMENT ADVISORY AGREEMENTS
There are three Current Agreements between the Capital Trust
and Bartlett. The Current Agreement with respect to the Bartlett Basic Value
Fund and the Bartlett Fixed Income Fund has been effective since January 4,
1988. The Current Agreement for the Bartlett Basic Value Fund and the Bartlett
Fixed Income Fund was approved by shareholder vote at a special meeting of the
shareholders of the Capital Trust held on December 14, 1987. Shareholder
approval of that agreement was required as a result of the assignment by the
partners of Bartlett & Co., a general partnership, of the partnership's
investment advisory business to its successor-in-interest, Bartlett & Co., an
Ohio corporation. In addition, new standards were set for the selection of
brokers and dealers to execute the Capital Trust's portfolio transactions. The
Current Agreement for the Bartlett Basic Value Fund and the Bartlett Fixed
Income Fund was last renewed on May 8, 1995 by the Board of Trustees of the
Capital Trust with the unanimous vote of the Trustees, including all of the
disinterested Trustees, in accordance with the Act. This Current Agreement
expires on July 31, 1996.
The Current Agreement with respect to the Bartlett Value
International Fund has been effective since January 1, 1994, at which time
Bartlett agreed to make permanent what had been a voluntary fee waiver,
reducing the management fee to 1.75% on average daily net asset levels in
excess of $20 million, up to and including $200 million and retaining the
management fee of 1.25% of the average daily net assets of the Fund in excess
of $200 million. The reduction in management fees did not require shareholder
approval. The fee reduction was the sole revision to the prior management
agreement between the Capital Trust and Bartlett with respect to the Bartlett
Value International Fund,
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which prior agreement had been approved by the then-sole shareholder of the
Bartlett Value International Fund on October 10, 1989. The Current Agreement
for the Bartlett Value International Fund was last renewed on May 8, 1995 by
the Board of Trustees with the unanimous vote of the Trustees, including all of
the disinterested Trustees, in accordance with the Act. This Current Agreement
expires on July 31, 1996.
The Current Agreement with respect to the Bartlett Short Term
Bond Fund was approved by the Board of Trustees on November 22, 1993, and was
approved by the then-sole shareholder of that Fund on February 4, 1994. The
Current Agreement for the Bartlett Short Term Bond Fund was last renewed on May
8, 1995 by the Board of Trustees with the unanimous vote of the Trustees,
including all of the disinterested Trustees, in accordance with the Act. This
Current Agreement expires on July 31, 1996.
There is one Current Agreement between the Management Trust
and Bartlett with respect to the Bartlett Cash Reserves Fund, which has been in
effect since January 1, 1994, at which time Bartlett agreed to make permanent
what had been a voluntary fee waiver, reducing the management fee to .78% on
the first $500 million of average daily net assets of the Fund, and retaining
the management fee of .75% of the average daily net assets of the Fund in
excess of $500 million. The reduction in management fees did not require
shareholder approval. The fee reduction was the sole revision to the prior
management agreement between the Management Trust and Bartlett with respect to
the Bartlett Cash Reserves Fund, which prior agreement had been approved by the
then-sole shareholder of the Bartlett Enhanced Cash Reserves Fund, predecessor
to the Fund, on February 16, 1988. The Current Agreement for the Bartlett Cash
Reserves Fund was last renewed on May 8, 1995 by the Board of Trustees with the
unanimous vote of the Trustees, including all of the disinterested Trustees, in
accordance with the Act. This Current Agreement expires on July 31, 1996.
OTHER THAN THEIR EXPIRATION DATES, THE CURRENT AGREEMENTS AND
THE PROPOSED AGREEMENTS ARE SUBSTANTIALLY IDENTICAL IN FORM AND TERMS (the
Current Agreements and the Proposed Agreements are hereafter collectively
referred to as the "Agreements"). Forms of the Proposed Agreements are
attached to this Proxy Statement as EXHIBIT A. The Agreements require
Bartlett to furnish the Trusts and their Funds with investment advice and to
manage their investments, subject to the approval of the Trusts' Boards of
Trustees.
Under the terms of the Agreements, Bartlett pays all of the
expenses of the Trusts, except brokerage, taxes, interest and extraordinary
expenses. As compensation for Bartlett's advisory services and agreement to
pay the expenses of the Bartlett Basic Value Fund and the Bartlett Fixed Income
Fund, the Capital Trust pays Bartlett a fee for each Fund, computed and accrued
daily and paid monthly at an annual rate of 2% of the average daily net assets
of such two Funds up to and including $10 million, 1.5% of the average daily
net assets of such two Funds in excess of $10 million and up to and including
$30 million and 1% of the average daily net assets of such two Funds in excess
of $30 million. Under the Agreements, with respect to the Bartlett Basic Value
Fund and the Bartlett Fixed Income Fund, the Trustees of the Capital Trust, in
the exercise of their discretion, have determined that the fee should be
allocated between the Bartlett Basic Value Fund and the Bartlett Fixed Income
Fund by applying such rates to the average daily net assets of the Bartlett
Basic Value Fund with the remainder of the fee to be allocated to the Bartlett
Fixed Income Fund.
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As compensation for Bartlett's advisory services and agreement
to pay the expenses of the Bartlett Value International Fund, such Fund pays
Bartlett a fee, computed and accrued daily and paid monthly at an annual rate
of 2% of the average daily net assets of the Bartlett Value International Fund
up to and including $20 million, 1.75% of the average daily net assets of the
Fund in excess of $20 million up to and including $200 million and 1.25% of the
average daily net assets of such Fund in excess of $200 million.
As compensation for Bartlett's advisory services and agreement
to pay the expenses of the Bartlett Short Term Bond Fund, the Capital Trust
pays Bartlett a fee, computed and accrued daily and paid monthly at an annual
rate of .85% of the average daily net assets of the Bartlett Short Term Bond
Fund.
As compensation for Bartlett's advisory services and agreement
to pay the expenses of the Bartlett Cash Reserves Fund, the Management Trust
pays Bartlett a fee, computed and accrued daily and paid monthly at an annual
rate of .78% of the average daily net assets of the Bartlett Cash Reserves Fund
up to and including $500 million, and .75% of the average daily net assets of
the Bartlett Cash Reserves Fund in excess of $500 million.
Bartlett has agreed to reimburse each Fund to the extent that
the expenses of such Fund for a fiscal year exceed the expense limitations
applicable to such Fund imposed by state securities administrators, as such
limitations may be lowered or raised from time to time. The most restrictive
applicable limitation is presently 2.5% of the first $30 million of average
daily net assets, 2% of the next $70 million and 1.5% of the remaining average
daily net assets. If any such reimbursement is required, the payment of the
advisory fee at the end of any month will be reduced or postponed or, if
necessary, a refund will be made to such Fund. Certain expenses such as
brokerage commissions, if any, taxes, interest, extraordinary items and other
expenses subject to approval of state securities administrators are excluded
from such limitations. If the expenses of a Fund approach the applicable
limitation in any state, such Fund will consider the various actions that are
available to it, including suspension of sales to residents of that state.
Bartlett currently provides fund accounting, transfer agency,
dividend disbursement, plan agency and shareholder services to the Trusts. The
costs for such services are not separately paid to Bartlett, but are included
within the investment advisory fees received from the Trusts. Legg Mason and
Bartlett have informed the Trusts that during the year following the Merger
Bartlett intends to cease providing these services to its clients, including
the Funds, and to reduce its staff accordingly. In conjunction with this
planned staff reduction, Legg Mason and Bartlett intend to recommend to the
Trustees that a Legg Mason subsidiary provide the fund accounting services and
that the Trusts engage third party providers currently used by Legg Mason-
sponsored mutual funds for the other services described in this paragraph,
beginning at some time during the year after the Merger. The Boards of
Trustees of the Trusts will consider any such recommendation and, in
determining whether to engage any Legg Mason subsidiary or third party, in the
exercise of their fiduciary duties, will consider whether the provision of such
services by the Legg Mason subsidiary or the proposed third parties will be of
comparable scope and quality to the provision of those services by Bartlett.
In the event the Board of Trustees of either Trust does not adopt the
Legg Mason and Bartlett proposal for provision of these services, the
Trustees of the applicable Trust would seek to obtain such services from one or
more other providers. Bartlett will continue to be responsible for the costs
of such services, whether provided by it, the Legg Mason subsidiary or third
parties. To the extent these
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services are performed by the Legg Mason subsidiary or third parties at costs
different from those incurred by Bartlett in providing such services, Bartlett
will have lower or higher net profits with respect to the investment advisory
fees it receives from the Trusts.
Similarly, Bartlett and Legg Mason have informed the Trustees
that they intend to recommend that the Trusts utilize a different custodian
than the custodians now used by the Trusts, beginning at sometime during the
year after the Merger. The Boards of Trustees will consider any such
recommendation and, in the exercise of their fiduciary duties, will consider
whether such change in custodians will provide custodial services of comparable
scope and quality to those currently provided.
For the fiscal year ended March 31, 1995, Bartlett received
fees of $3,388,312 and $614,397 in the aggregate from the Capital Trust and the
Management Trust, respectively. The following table sets forth the fees
received from each Fund of the Capital Trust for the fiscal year ended March
31, 1995:
<TABLE>
<CAPTION>
FIXED INCOME VALUE INTERNATIONAL SHORT-TERM
BASIC VALUE FUND FUND FUND BOND FUND
---------------- -------------- --------------------- -----------
<S> <C> <C> <C>
$1,173,808 $998,750 $1,025,125 $190,629
</TABLE>
Pursuant to the Agreements, Bartlett retains the right to use
the name "Bartlett" in connection with another investment company or business
enterprise with which Bartlett is or may become associated. The Trusts' right
to use the name "Bartlett" automatically ceases thirty days after termination
of the Agreements and may be withdrawn by Bartlett on 30 days' written notice.
The Agreements provide that except as otherwise provided under
the Act, neither Bartlett, nor any of its shareholders, officers, directors,
employees, agents, control persons or affiliates of any thereof shall be
subject to any liability for, or any damages, expenses or losses incurred by
the Trusts in connection with any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under or
payments made pursuant to the Agreements or any other matter to which the
Agreements relate, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of its or his or
her duties under the Agreements or by reason of reckless disregard by any of
such persons of its or his or her obligations and duties under the Agreements.
Each Current Agreement initially had a two-year term and has
been extended in accordance with its terms and the terms of the Act so that
each now expires on July 31, 1996. Each Proposed Agreement has an initial term
of two years from the consummation of the Merger, and may continue thereafter
on a year-to-year basis if so approved by a vote of the applicable Board of
Trustees, including the majority of the disinterested Trustees of such Trust,
in accordance with the Act and pursuant to the terms and conditions of the
Proposed Agreement. Each Agreement may be terminated without penalty by
either party thereto upon 60 days' written notice, and will automatically
terminate upon its assignment, as defined in the Act.
BROKERAGE
The Agreements provide that, subject to policies established
by the Board of Trustees of a Trust, Bartlett will be responsible for such
Trust's portfolio decisions and the placing of such Trust's portfolio
transactions. In placing portfolio transactions, Bartlett will seek the best
qualitative execution for the Trust, taking into account such factors as price
(including the applicable brokerage commission
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or dealer spread), the execution capability, financial responsibility and
responsiveness of the broker or dealer and the brokerage and research services
provided by the broker or dealer. Bartlett will generally seek favorable
prices and commission rates that are reasonable in relation to the benefits
received. Neither Trust has an obligation to deal with any broker or dealer in
the execution of its transactions.
The Agreements specifically authorize Bartlett to select
brokers or dealers who also provide brokerage and research services to the
Trusts and/or other accounts over which Bartlett exercises investment
discretion, and to pay such brokers or dealers a commission in excess of the
commission another broker or dealer would charge if Bartlett determines in good
faith that the commission is reasonable in relation to the value of the
brokerage and research services provided. The determination may be viewed in
terms of either a particular transaction or Bartlett's overall responsibilities
with respect to a Trust and to accounts over which it exercises investment
discretion.
Research services include supplemental research, securities
and economic analyses, statistical services and information with respect to the
availability of securities or purchasers or sellers of securities and analyses
of reports concerning performance of accounts. The research services and other
information furnished by brokers through whom a Trust effects securities
transactions may be used by Bartlett in servicing all of its accounts, and not
all such services may be used by Bartlett in connection with such Trust.
Likewise, research and information provided by brokers or dealers serving other
clients may be useful to Bartlett in connection with its services to the
Trusts.
The Agreements provide that Bartlett and its affiliates (which
would include Legg Mason and its affiliates if the Merger is consummated), in
their capacity as broker-dealers, may receive brokerage commissions in
connection with effecting portfolio transactions for the Trusts. The Trusts
will not effect any brokerage transactions in their portfolio securities with
Bartlett or its affiliates if such transactions would be unfair or unreasonable
to the Trusts' shareholders, and the commissions will be paid solely for the
execution of trades and not for any other services. Legg Mason and Bartlett
have informed the Trusts that Bartlett's brokerage operations will be
terminated and that Legg Mason Wood Walker, Incorporated, Legg Mason's
principal brokerage subsidiary ("LMWW"), will provide brokerage services to
Bartlett's clients other than the Funds. Legg Mason and Bartlett have
informed the Trusts that they have not entered into any arrangements in
connection with the Merger whereby LMWW or any other Legg Mason affiliate will
be entitled to effect portfolio transactions for any of the Funds. During the
two years following the Merger, no portfolio transaction will be effected
through LMWW or another Legg Mason subsidiary unless the Board of Trustees of
a Trust, including a majority of the disinterested Trustees of such Trust,
determines that a Fund is being disadvantaged by the inability of LMWW or
another Legg Mason subsidiary to effect a portfolio transaction and approves
such Fund's engagement of LMWW or another Legg Mason subsidiary to effect
such transaction. Thereafter, it is not anticipated that any significant
level of portfolio transactions will be effected through such subsidiary or
any other affiliate of Legg Mason.
Over-the-counter transactions are placed either directly with
principal market makers or with broker-dealers, including Bartlett and its
affiliates (which would include Legg Mason and its affiliates if the Merger is
consummated), if the same or a better price, including commissions and
executions, is available. Fixed income securities are normally purchased
directly from the issuer, an underwriter or a market maker. Purchases include
a concession paid by the issuer to the underwriter and the purchase price paid
to market makers may include the spread between the bid and asked price. While
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the Trusts contemplate no ongoing arrangements with any other brokerage firms,
brokerage business may be given from time to time to other firms. Bartlett and
its affiliates do not receive reciprocal brokerage business as a result of the
brokerage business placed by the Trusts with others.
Under the Act, persons affiliated with a Trust are prohibited
from dealing with such Trust as a principal in the purchase and sale of
securities. Since transactions in the over-the-counter market usually involve
transactions with dealers acting as principal for their own account, affiliated
persons of the Trusts, including Bartlett and its affiliates (which would
include Legg Mason and its affiliates if the Merger is consummated), will not
serve as the Trusts' dealer in connection with such transactions. However,
affiliated persons of the Trusts may serve as its broker in over-the-counter
transactions conducted on an agency basis.
In determining the commissions to be paid to Bartlett or its
affiliates, it is the policy of each Trust that such commissions will, in the
judgment of the Board of Trustees of such Trust, be (a) at least as favorable
to such Trust as those which would be charged by other qualified brokers having
comparable execution capability and (b) at least as favorable to such Trust as
commissions contemporaneously charged by Bartlett and its affiliates on
comparable transactions for its most favored unaffiliated customers, except for
customers of Bartlett considered by a majority of such Trust's disinterested
Trustees not to be comparable to such Trust. The Boards of Trustees, including
a majority of the disinterested Trustees, of each Trust will from time to time
review, among other things, information relating to the commissions charged by
Bartlett and its affiliates to such Trust and its other customers, and posted
rates and other information concerning the commissions charged by other
qualified brokers.
To the extent that the Trust and another of Bartlett's clients
or both Trusts seek to acquire the same security at or about the same time, a
Trust may not be able to acquire as large a position in such security as it
desires or it may have to pay a higher price for the security. Similarly, a
Trust may not be able to obtain as large an execution of an order to sell or as
high a price for any particular portfolio security if the other client desires
to sell the same portfolio security at the same time. On the other hand, if
the same securities are bought or sold at the same time by more than one client
or both Trusts, the resulting participation in volume transactions could
produce better executions for a Trust. In the event that more than one client
wants to purchase or sell the same security on a given date, the purchases and
sales will normally be made by random client selection.
R. Stuart Crickmer, Carol D. Hard, James F. Lummanick,
Madelynn M. Matlock, James A. Miller, Donna M. Prieshoff, Dale H. Rabiner,
James B. Reynolds, Kenneth L. Schlachter, Troy R. Snider, Thomas A. Steele and
Woodrow H. Uible, by reason of their affiliation with Bartlett, receive
benefits from any profits from brokerage commissions earned by Bartlett as a
result of portfolio transactions for the Capital Trust. It is intended,
however, that Bartlett will have no brokerage operations after the Merger and
that none of the above Bartlett affiliates will receive any benefit from the
execution of Fund portfolio transactions, if any, executed by Legg Mason
affiliates. The Agreements do not provide for a reduction of management fees
to Bartlett as a result of brokerage commissions generated from portfolio
transactions of the Trusts.
- 10 -
<PAGE> 12
The following table depicts, for the fiscal year ended March
31, 1995, the total brokerage commissions paid by the Capital Trust and each
Fund within the Capital Trust, the amount of those commissions paid to
Bartlett, the percentage of all commissions paid that were paid to Bartlett and
the percentage of all portfolio transactions represented by the commissions
paid to Bartlett. The Management Trust paid no commissions to any entity,
including Bartlett, during its fiscal year ended March 31, 1995.
<TABLE>
<CAPTION>
BARTLETT PERCENTAGE
TOTAL COMMISSIONS COMMISSIONS AS A OF ALL
COMMISSIONS PAID TO PERCENTAGE OF ALL PORTFOLIO
PAID BARTLETT COMMISSIONS TRANSACTIONS
--------------- --------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Basic Value Fund $ 76,330 $900 1.18% 0.93%
Value International Fund 126,539 --- --- ---
Short-Term Bond Fund 2,520 --- --- ---
Fixed Income Fund 4,000 --- --- ---
Total for the Capital Trust $209,389 $900 0.43% 0.48%
</TABLE>
INFORMATION REGARDING LEGG MASON AND THE MERGER
The following information concerning Legg Mason has been
provided to the Trusts by Legg Mason. The information concerning the Merger
has been provided to the Trusts by Bartlett.
Legg Mason, headquartered at 111 South Calvert Street,
Baltimore, Maryland 21202, is a publicly held, New York Stock Exchange listed,
holding company that provides securities brokerage, investment advisory,
corporate and public finance and mortgage banking services to individuals,
institutions, corporations and municipalities, through its wholly-owned
subsidiaries. Legg Mason's principal investment management subsidiaries are
Legg Mason Fund Adviser, Inc., which serves as investment adviser to, or
manager of, Legg Mason-sponsored mutual funds with aggregate assets of
approximately $5.0 billion as of September 30, 1995, Western Asset Management
Company, specializing in the management of fixed income assets for
institutional accounts with approximately $16.0 billion under management as of
September 30, 1995, and Batterymarch Financial Management, Inc., specializing
in the management of domestic, international and emerging markets equity
securities for institutional accounts with approximately $5.3 billion under
management as of September 30, 1995.
Legg Mason has formed a wholly-owned subsidiary (the
"Subsidiary"), organized under the laws of the State of Ohio, solely for the
purpose of merging with and into Bartlett as contemplated by the Merger
Agreement. Under the terms of the Merger Agreement, the Subsidiary will merge
with and into Bartlett, with Bartlett to be the surviving corporation in the
Merger. At the effective time of the Merger, each outstanding share of
Bartlett common stock will be converted into the right to receive such number
of shares of common stock of Legg Mason equal to the quotient of (a)
$37,075,000 divided by (b) an amount equal to the product
- 11 -
<PAGE> 13
of (i) the Average Closing Price per share of common stock of Legg Mason,
multiplied by (ii) the aggregate number of outstanding shares of common stock
of Bartlett (the "Merger Consideration"). "Average Closing Price" means the
average of the closing prices per share of common stock of Legg Mason on the
New York Stock Exchange for the ten trading days immediately prior to the
effective date of the Merger; provided, that, if the Average Closing Price is
less than $27 per share, it will be deemed to be $27, and if greater than $33
per share, it will be deemed to be $33. The closing of the Merger will take
place on the third business day after all the closing conditions set forth in
the Merger Agreement are satisfied, on or about January 2, 1996, but in no
event later than March 31, 1996. Upon consummation of the Merger, Bartlett
will be a wholly-owned subsidiary of Legg Mason.
In connection with the Merger Agreement, Bartlett entered into
employment agreements, effective upon consummation of the Merger, with certain
key personnel of Bartlett involved with the Funds, including the two Trustees
affiliated with Bartlett and all of the Fund portfolio managers (Ms. Matlock
and Messrs. Miller, Rabiner, Reynolds and Uible) (the "Employment Agreements").
Pursuant to their Employment Agreements, Messrs. Rabiner and Reynolds will be
paid a base salary of $192,365 and $229,217, respectively, in the first year
following the Merger and $300,000 thereafter. In addition, Bartlett, Legg
Mason and certain senior executive officers of Bartlett (including Messrs.
Rabiner and Reynolds) entered into a 5-year revenue sharing agreement,
effective upon consummation of the Merger, whereby (i) Legg Mason will be
entitled to receive 46% of the gross revenues of Bartlett during the first
quarter after the closing of the transactions contemplated by the Merger
Agreement, 30% during the second quarter, and 35% thereafter, (ii) Bartlett
will retain 54% of gross revenues to provide for the payment of operating and
other expenses of Bartlett during the first quarter after the closing of the
transactions contemplated by the Merger Agreement, 70% during the second
quarter, and 65% thereafter, and (iii) to the extent that operating expenses
are less than gross revenues of Bartlett after payment to Legg Mason, such
excess will be paid to the employees by Bartlett as a performance bonus.
In addition, shareholders of Bartlett who are also officers or Trustees of a
Trust, including Messrs. Reynolds and Rabiner, will receive pursuant to the
Merger, the Merger Consideration attributable to the shares of Bartlett they
will exchange in the Merger. On a fully-diluted basis, Messrs. Rabiner and
Reynolds will own 10.01% and 6.58%, respectively, of the shares of Bartlett
immediately preceding the consummation of the Merger.
The Merger is subject to various conditions such as
shareholder approval of the Proposed Agreements, consents of certain other
investment advisory clients, satisfaction of minimum tangible net worth and
minimum cash requirements, governmental and regulatory approvals and filings,
and the execution and delivery of such agreements and instruments as are
contemplated by the Merger Agreement. If the Merger is not consummated for any
reason, the Current Agreements will remain in effect.
EVALUATION OF THE PROPOSED AGREEMENTS BY THE BOARDS OF TRUSTEES
On October 23, 1995, the Trustees of the Trusts were informed
that Bartlett had entered into the Merger Agreement with Legg Mason pursuant to
which Bartlett would be acquired by Legg Mason. Thereafter, the Boards of
Trustees of the Trusts were given Legg Mason's financial reports and other
information regarding Legg Mason and the Merger. At a special joint meeting
held on November 6, 1995, the Trustees of the Trusts discussed the information
provided them about Legg Mason prior to the meeting, and reviewed with counsel
their fiduciary obligations. Senior management of Legg Mason and Bartlett
presented a review of the proposed Merger, including a discussion of what the
Merger would mean to the Funds. The history, strategy and general plans of
Legg Mason were reviewed by Legg Mason personnel, and a variety of documents
regarding Legg Mason were presented to, and reviewed with, the Trustees. There
was extended discussion of, and questioning by the Trustees about, Legg
Mason's plans for the Funds, including the ongoing investment policies,
investment management and administration of the Funds. In addition, Bartlett
and Legg Mason senior management discussed at length the terms of the Merger,
including financial and operational aspects relevant to Bartlett and the Funds.
The Trustees also reviewed the terms of the Agreements and received information
from Bartlett regarding planned post-Merger investment management staffing,
Fund expenses, and recent performance of the Funds.
- 12 -
<PAGE> 14
As a result of the investigation and consideration of the
Merger by the Boards of Trustees of the Trusts, at a meeting of the Boards held
on November 6, 1995, the Trustees of each Trust unanimously voted to approve
the Proposed Agreements and to recommend them to the shareholders of the Funds
for their approval.
Throughout the review process the Boards of Trustees had the
assistance of legal counsel.
In connection with its deliberations, the Boards of Trustees
obtained certain assurances from Legg Mason, including the following:
-- The Merger will not result in any change to any
Fund's investment objectives or policies.
-- The Merger is not expected to result in any change in
the investment management of the Funds and Legg Mason
neither plans nor proposes to make any adverse change
in the manner in which investment advisory services
are rendered to each Fund, nor change the portfolio
manager(s) of any Fund.
-- Although Legg Mason will consider proposing the
restructuring of the Bartlett Funds, including the
merger of those Legg Mason and Bartlett mutual funds
with similar investment objectives, any such
restructuring proposal would be submitted to the
Boards of Trustees of the relevant Funds to determine
whether such proposal is in the best interests of the
Funds' shareholders, and if necessary, to such
shareholders.
-- Although Legg Mason expects to recommend that the
Trusts engage Legg Mason subsidiaries or third
parties to provide fund accounting, transfer agency,
dividend disbursement, plan agency and shareholder
services that Bartlett now provides to the Trusts,
any such recommendation would be submitted to the
Boards of Trustees of the Trusts to determine whether
there would be any diminution in the scope or quality
of such services provided to the Trusts as a result
of such engagement.
-- No significant level of portfolio transactions for
the Funds will be effected through LMWW or any
affiliate of Legg Mason after the Merger. In
addition, during the two years following the Merger,
no portfolio transactions for the Funds will be
effected through LMWW or another affiliate of Legg
Mason unless the Board of Trustees of a Trust,
including a majority of the disinterested Trustees of
such Trust, determines that a Fund is being
disadvantaged by the inability of LMWW or another
Legg Mason subsidiary to effect a portfolio
transaction and approves such Fund's engagement of
LMWW or another Legg Mason subsidiary to effect such
transaction.
Legg Mason and Bartlett assured the Boards of Trustees that
they intend to comply with Section 15(f) of the Act. Section 15(f) provides a
non-exclusive safe harbor for an investment adviser to an investment company or
any of its affiliated persons to receive any amount or benefit in connection
with a change in control of the investment adviser so long as two conditions
are met. First, for a period of three years after the transaction, at least
75% of the board members of the investment company must not be interested
persons of such investment adviser. At this time, less than 75% of the
Trustees of the Trusts are not interested persons; accordingly, solely to
satisfy this requirement, Mr. Reynolds will resign as a Trustee of Capital
- 13 -
<PAGE> 15
Trust and Mr. Rabiner will resign as a Trustee of Management Trust, on the date
the Merger becomes effective, but remain as an officer of each Trust. Second,
an "unfair burden" must not be imposed upon the investment company as a result
of such transaction or any express or implied terms, conditions or
understandings applicable thereto. The term "unfair burden" is defined in
Section 15(f) to include any arrangement during the two-year period after the
transaction whereby the investment adviser, or any interested person of any
such adviser, receives or is entitled to receive any compensation, directly or
indirectly, from the investment company or its shareholders (other than fees
for bona fide investment advisory or other services) or from any person in
connection with the purchase or sale of securities or other property to, from
or on behalf of the investment company (other than bona fide ordinary
compensation as principal underwriter for such investment company). Bartlett
and Legg Mason are not aware of any express or implied term, condition,
arrangement or understanding that would impose an "unfair burden" on any Fund
as a result of the Merger. Bartlett and Legg Mason have agreed that they, and
their affiliates, will take no action that would have the effect of imposing an
"unfair burden" on any Fund as a result of the Merger. Bartlett has undertaken
to pay the costs of preparing and distributing proxy materials to the
shareholders of the Funds, fees and expenses, if any, of a proxy soliciting
firm, and of holding the Meeting, as well as other fees and expenses in
connection with the Merger, including the fees and expenses of legal counsel to
the Trusts.
In connection with the approvals by the Boards of Trustees of
the proposed agreements, the Boards of Trustees considered that the terms of
the merger agreement do not require any change in any fund's investment
objective or policies, the investment management of any Fund, or the investment
personnel of Bartlett managing any Fund. If, after the merger, changes are
proposed that might materially affect services to a Fund, including, without
limitation, a merger of any Fund with a Legg Mason Fund, each Board of
Trustees, in the exercise of its fiduciary obligations, will consider the
effect of those proposed changes and take such action as it deems advisable
under the circumstances.
In evaluating the proposed agreements, the Boards of Trustees
took into account the fact that, except for their expiration dates, the
proposed agreements, including the terms relating to the services to be
provided and the fees and expenses payable, are on the same terms as the
current agreements. The Boards of Trustees noted that, in previously approving
the continuation of the current agreements, the Boards had considered a number
of factors, including the nature and quality of services provided; investment
performance, both of the funds themselves and relative to that of competitive
investment companies; investment management fees and expense ratios of the
funds and competitive investment companies; Bartlett profitability from
managing the investment portfolios of the Funds; and the potential benefits to
Bartlett and to the Funds and their shareholders of receiving research services
from broker/dealer firms in connection with the allocation of portfolio
transactions to such firms.
As a result of its investigation and consideration of the
Merger and the Proposed Agreements, at their meetings on November 6, 1995, the
Boards of Trustees unanimously voted to approve the Proposed Agreements and to
recommend them to the shareholders of the respective Funds for their approval.
THE BOARDS OF TRUSTEES OF EACH TRUST, INCLUDING A MAJORITY OF
THE DISINTERESTED TRUSTEES OF EACH TRUST, UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR APPROVAL OF THE PROPOSED AGREEMENTS.
- 14 -
<PAGE> 16
OTHER INFORMATION
MANAGEMENT OF BARTLETT
Bartlett is the investment advisor to the Trusts and has
provided brokerage services and investment advice to individuals, corporations,
pension and profit sharing plans and trust accounts since 1898. Bartlett is a
registered broker-dealer, a member of the National Association of Securities
Dealers, Inc. and various stock exchanges.
The name and principal address of the principal executive
officers and each director of Bartlett is as follows:
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
Michael Cambron Managing Director and Senior Portfolio Manager
Susan J. Hickenlooper Managing Director and Senior Portfolio Manager
James F. Lummanick Secretary
Melvin B. Mellis Managing Director
James A. Miller Managing Director and President
Gerald L. Oaks Treasurer
Donna M. Prieshoff Director and Director of Operations
Dale H. Rabiner Managing Director and Senior Portfolio Manager
James B. Reynolds Managing Director and Senior Portfolio Manager
William C. Stock Director and Director of Accounting/MIS
Woodrow H. Uible Director and Director of Equity Investment Group
and Senior Portfolio Manager
</TABLE>
The address of each of the above-listed persons is 36 East
Fourth Street, Cincinnati, Ohio 45202. Messrs. Cambron, Miller and Rabiner own
10%, 14.15% and 11.71% of the outstanding common shares of Bartlett.
- 15 -
<PAGE> 17
MANAGEMENT OF THE TRUSTS
The names of the Trustees and executive officers of the
Capital Trust and the Management Trust are shown below.
<TABLE>
<CAPTION>
POSITION WITH BARTLETT CAPITAL POSITION WITH BARTLETT
NAME TRUST MANAGEMENT TRUST
---- ---------------------------------- ----------------------
<S> <C> <C>
Dale H. Rabiner, CFA Trustee, Chairman of the Board Trustee and Vice President
and Vice President
James B. Reynolds, CFA Trustee and Vice President Trustee, Chairman of the Board
and Vice President
Lorrence T. Kellar Trustee Trustee
Philip J. Ringo Trustee Trustee
Alan R. Schriber Trustee Trustee
William P. Sheehan Trustee Trustee
George J. Wile Trustee Trustee
Carol D. Hard President President
James F. Lummanick, Esq. Secretary Secretary
Thomas A. Steele, CPA Treasurer Treasurer
Kenneth L. Schlachter, CFA Assistant Treasurer Assistant Treasurer
R. Stuart Crickmer, CFA, CPA Vice President Vice President
Madelynn M. Matlock, CFA Vice President
James A. Miller, CFA Vice President
Donna M. Prieshoff Vice President Vice President
Troy R. Snider, CFA Vice President
Woodrow H. Uible, CPA Vice President
</TABLE>
All officers of both Trusts are employees of Bartlett. Mss.
Matlock and Prieshoff and Messrs. Miller, Rabiner, Reynolds, Steele, Schlacter
and Uible are shareholders of Bartlett.
Pursuant to a Shareholders Agreement among all of the
shareholders of Bartlett, the holdings of each shareholder is recomputed yearly
based upon an agreed formula. Share holdings were last recomputed in February
1995. As a result, Messrs. Michael S. Cambron, William A. Friedlander, Peter
F. Levin, Gerald L. Oaks, Dale H. Rabiner and James B. Reynolds sold 6, 21, 18,
2, 6 and 13 common shares of Bartlett,
- 16 -
<PAGE> 18
respectively. Similarly, as a result of the formula recomputation, Karen A.
Forg, Susan J. Hickenlooper, Pamella A. Kassner, Robert L. Luckerman, Madelynn
M. Matlock, Melvin B. Mellis, James A. Miller and Donna M. Prieshoff acquired
2, 3, 3, 1, 2, 3, 5, and 4 common shares of Bartlett, respectively. The
purchase and sale prices were each $1,000 per share.
Other than the resignations as a Trustee of Messrs. Rabiner
and Reynolds to satisfy the requirements of Section 15(f) of the Act, no
understanding has been reached with respect to the composition of the Boards of
Trustees of the Trusts. In connection with the proposed Merger, it has been
agreed between Bartlett and Legg Mason that following the Merger, the Board of
Directors of Bartlett initially shall consist of two Bartlett nominees, Messrs.
Miller and Friedlander, and three nominees from Legg Mason.
The share holdings of each Fund by (i) holders of 5% or more
of the shares of a Fund, (ii) each officer and Trustee of each Trust and (iii)
the officers and Trustees of each Trust as a group as of November 6, 1995 is
shown below.
<TABLE>
<CAPTION>
SHARE- VALUE INTERNATIONAL SHORT TERM BOND
HOLDERS BASIC VALUE FUND FIXED INCOME FUND CASH RESERVES FUND FUND FUND
------- ---------------- ----------------- ------------------ ------------------- -----------------
SHARES % OUT- SHARES % OUT- SHARES % OUT- SHARES % OUT- SHARES % OUT-
OWNED STANDING OWNED STANDING OWNED STANDING OWNED STANDING OWNED STANDING
----- -------- ------ -------- ------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
UNATCO. - 0.00 - 0.00 - 0.00 329732 5.95 - 0.0
FirstCinco - 0.00 - 0.00 - 0.00 515348 9.31 - 0.0
Miami
Univ. 1993
Project - 0.00 - 0.00 - 0.00 - 0.00 414236 14.65
Robert W.
Heldman
Trust - 0.00 - 0.00 - 0.00 - 0.00 219548 7.76
George
Heldman - 0.00 - 0.00 - 0.00 - 0.00 176763 6.25
Aurora
Casket
Pension
Trust - 0.00 - 0.00 6048773 6.15 - 0.00 - 0.00
Dale H.
Rabner - 0.00 - 0.00 112201 0.11 - 0.00 4644 0.16
James B.
Reynolds 8954 0.12 23970 0.26 52,252 0.05 28,953 0.52 12082 0.43
Lorrence T.
Kellar 95 0.00 - 0.00 - 0.00 2085 0.04 - 0.00
Philip J.
Ringo - 0.00 - 0.00 - 0.00 - 0.00 549 0.02
Alan R.
Schriber 1329 0.02 - 0.00 999 0.00 - 0.00 549 0.02
William P.
Sheehan 1888 0.03 13492 0.15 - 0.00 1150 0.02 951 0.03
George J.
Wile - 0.00 - 0.00 - 0.00 - 0.00 - 0.00
Carol D.
Hard 971 0.01 - 0.00 39181 0.04 3007 0.05 1098 0.04
James F.
Lummanick 159 0.00 - 0.00 - 0.00 339 0.01 - 0.00
Thomas A.
Steele 2511 0.03 - 0.00 3257 0.00 1615 0.03 - 0.00
</TABLE>
- 17 -
<PAGE> 19
<TABLE>
<CAPTION>
SHARE- VALUE INTERNATIONAL SHORT TERM BOND
HOLDERS BASIC VALUE FUND FIXED INCOME FUND CASH RESERVES FUND FUND FUND
------- ------------------- ------------------ ------------------- ------------------- ------------------
SHARES % OUT- SHARES % OUT- SHARES % OUT- SHARES % OUT- SHARES % OUT-
OWNED STANDING OWNED STANDING OWNED STANDING OWNED STANDING OWNED STANDING
----- -------- ------ -------- ------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Kenneth L.
Schlachter 5,235 0.07 - 0.00 12,282 0.01 2,871 0.05 - 0.00
R. Stuart
Crickmer 570 0.01 - 0.00 224 0.00 593 0.01 - 0.00
Madelynn
M. Matlock 5,707 0.08 2,272 0.02 1,079 0.00 8,810 0.16 - 0.00
James A.
Miller 63,211 0.88 - 0.00 2,822 0.00 48,084 0.87 - 0.00
Donna M.
Prieshoff 14,162 0.20 1,993 0.20 70,174 0.07 4,751 0.09 1,098 0.04
Troy R.
Snider 1,129 0.02 - 0.00 5,125 0.01 633 0.01 - 0.00
Woodrow H.
Uible 2,788 0.04 - 0.00 574,572 0.58 934 0.02 - 0.00
All
Capital
Trust
Officers &
Trustees
as a Group 107,580 1.40 41,727 0.45 869,043 0.88 103,192 1.86 20,971 0.74
All
Manage-
ment Trust
Officers &
Trustees
as a Group 57,974 0.80 39,455 0.43 295,695 0.30 45,997 0.83 20,971 0.74
</TABLE>
SHAREHOLDER PROPOSALS
Neither Trust has received any shareholder proposals to be
considered for presentation at the Meeting. Shareholders will be given
reasonable notice of the date on which a proposal must be received in order to
be considered for presentation at any future meeting of shareholders.
GENERAL
Neither Trust knows of any matters other than those stated in
this Proxy Statement which are to be presented for action at the Meeting. If
any other matters should properly come before the Meeting, it is intended that
proxies named in the accompanying form will vote on any such matters in
accordance with the judgment of such persons. Discretionary authority to vote
on such matters is conferred by such proxies on such persons.
- 18 -
<PAGE> 20
Bartlett will bear the cost of soliciting proxies, including
expenses in connection with the preparation and mailing of this Proxy Statement
and all papers which now accompany or may hereafter supplement it.
Solicitation of proxies will be primarily by mail; however, proxies may also be
solicited by the Trustees, officers and regular employees of the Trusts (who
will not be specifically compensated for such services) by telephone or
otherwise. Bartlett may also retain, at its expense, a proxy soliciting firm
to assist with proxy soliciting activities to obtain the necessary
representation at the Meeting. Brokerage houses and other custodians, nominees
and fiduciaries will be requested to forward proxies and proxy material to the
beneficial owners of the shares of the Funds, and Bartlett will reimburse them
for their expenses.
Insofar as any of the information in this Proxy Statement may
rest peculiarly within the knowledge of persons other than the Trusts, the
Trusts have relied upon information furnished by them.
By Order of the Boards of Trustees.
Cincinnati, Ohio
Dated: November____, 1995
04057.0002
- 19 -
<PAGE> 21
Exhibit A
---------
SECOND AMENDED AND RESTATED
MANAGEMENT AGREEMENT
--------------------
TO: BARTLETT & CO.
36 East Fourth Street
Cincinnati, Ohio 45202
Dear Sirs:
Bartlett Capital Trust (the "Trust") herewith confirms our agreement
with you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently consists of four series: Bartlett Basic Value
Fund, Bartlett Fixed Income Fund, Bartlett Short Term Bond Fund and Bartlett
Value International Fund. The Trust has previously entered into a management
agreement (the "Original Agreement") dated January 4, 1988, with you on
behalf of Bartlett Basic Value Fund and Bartlett Fixed Income Fund, and has
entered into an amended and restated management agreement dated January 1, 1994
(the "International Agreement") with you on behalf of Bartlett Value
International Fund (the "Fund"). The Trust hereby further amends and
restates the International Agreement, in its entirety, as set forth herein.
You have been selected to act as the sole investment adviser to the
Fund and to provide certain other services to the Fund, as more fully set forth
below, and you are willing to act as such investment adviser and to perform
such services under the terms and conditions hereinafter set forth. The
Original Agreement provides that, for purposes of determining your
compensation with respect to series established after January 4, 1988, the
average daily net assets of the series may be excluded from the fee
calculation described in the Original Agreement, in which case your
compensation for the series is to be determined pursuant to a different fee
arrangement. The Board has determined, in the exercise of its fiduciary duty,
that it is in the best interests of the shareholders of the Trust to exclude
the average daily net assets of the Fund from the fee calculation described in
the Original Agreement and enter into a separate management agreement,
including a different fee arrangement, with you on behalf of the Fund.
Accordingly, the Trust agrees with you as follows upon the date of the
execution of this Agreement.
1. ADVISORY SERVICES
-----------------
You will regularly provide the Fund with such investment advice
as you in your discretion deem advisable and will furnish a continuous
investment program for the Fund consistent with its investment objectives and
policies. You will determine the securities to be purchased for the Fund, the
portfolio securities to be held or sold by the Fund, and the portion of the
Funds' assets to be held uninvested, subject always to the Funds' investment
objectives, policies and restrictions, as each of the same shall be from time
to time in effect, and subject further, to such policies and instructions as
the Board may from time to time establish and supply to you copies thereof.
You will advise and assist the officers of the Trust in taking such steps as
are necessary or appropriate to carry out the decisions of the Board and the
appropriate committees of the Board regarding the conduct of the business of
the Fund.
<PAGE> 22
2. ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
You will pay all operating expenses of the Fund, including the
compensation and expenses of any trustees, officers and employees of the Trust
and of any other persons rendering any services to the Fund; clerical and
shareholder service staff salaries; office space and other office expenses;
fees and expenses incurred by the Fund in connection with membership in
investment company organizations; legal, auditing and accounting expenses;
expenses of registering shares under federal and state securities laws;
insurance expenses; fees and expenses of the custodian, transfer agent,
dividend disbursing agent and shareholder service agent of the Fund; expenses
including clerical expenses of issue, sale, redemption or repurchase of shares
of the Fund; the cost of preparing and distributing reports and notices to
shareholders of the Fund, the cost of printing or preparing prospectuses and
statements of additional information for delivery to the current and
prospective shareholders of the Fund; the cost of printing or preparing stock
certificates or any other documents, statements or reports to shareholders;
its proportional share of expenses of shareholders' meetings and proxy
solicitations; advertising and promotion expenses incurred in connection with
the sale or distribution of the Fund's shares; and all other operating
expenses of the Fund not specifically assumed by the Fund or the Trust.
The Fund will pay all brokerage fees and commissions, taxes,
interest, and its share of extraordinary or non-recurring expenses as may
arise, including litigation to which the Trust may be a party and
indemnification of the Trust's trustees and officers with respect thereto.
You may obtain reimbursement from the Fund, at such time or times as you may
determine in your sole discretion, for any of the expenses advanced by you,
which the Fund is obligated to pay, and such reimbursement shall not be
considered to be part of your compensation pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
---------------------------
For all of the services to be rendered and payments to be made
as provided in this Agreement with respect to the Fund, the Fund will pay you,
as of the last day of each month, a fee equal to the annual rate of 2% of the
average daily net assets of the Fund up to and including $20 million, 1.75% of
such assets from $20 million to and including $200 million and 1.25% of such
assets in excess of $200 million; provided, however, that the total fees paid
during the first and second halves of each fiscal year of the Fund shall not
exceed the semiannual total of the daily fee accruals requested by you during
the applicable six month period.
The average value of the daily net assets of the Fund shall be
determined pursuant to the applicable provisions of the Declaration of Trust of
the Trust or a resolution of the Board, if required. If, pursuant to such
provisions, the determination of net asset value of the Fund is suspended for
any particular business day, then for the purposes of this paragraph, the
value of the net assets of the Fund as last determined shall be deemed to be
the value of the net assets as of 9:00 a.m., New York time, or as of such
other time as the value of the net assets of the Fund may lawfully be
determined, on that day. If the determination of the net asset value of the
Fund has been suspended for a period including such month, your compensation
payable at the end of such month shall be computed on the basis of the value
of the net assets of the Fund as last determined (whether during or prior to
such month).
-2-
<PAGE> 23
You agree that your compensation during any fiscal year shall be
reduced by an amount, if any, by which the expenses of the Fund for such fiscal
year exceed the lowest applicable expense limitation applicable to the Fund
imposed by state securities administrators in states where the series' shares
are qualified for sale, as such limitations may be lowered or raised from time
to time. The payment of your compensation at the end of any month will be
reduced or postponed or, if necessary, a refund will be made to the Fund as
soon as practicable so that at no time will there be any accrued but unpaid
liability in excess of the above expense limitation. You shall refund to the
Fund within sixty days after the close of each year, the amount of any
additional reduction of your compensation pursuant to this paragraph;
provided, however, that you will not be required to refund to the Fund an
amount greater than the fee paid to you by the Fund in respect of such year
pursuant to this Agreement. As used in this paragraph "expenses" shall mean
those expenses included in the applicable expense limitation, and "expense
limitation" means a limit on the maximum annual expenses which may be incurred
by a series of an investment company determined by multiplying a fixed
percentage by the average or multiplying more than one such percentage by
different specified amounts of the average of the values of the net assets of
the series for a fiscal year. The words "lowest expense limitation" shall be
construed to result in the largest reduction of your compensation for any
fiscal year of the Fund.
4. EXECUTION OF PURCHASE AND SALE ORDERS
-------------------------------------
In connection with purchases or sales of portfolio securities
for the account of the Fund, it is understood that you will arrange for the
placing of all orders for the purchase and sale of portfolio securities for
the account with brokers or dealers selected by you subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage.
In the selection of such brokers or dealers and the placing of such orders,
you are directed at all times to seek for the Fund the best qualitative
execution, taking into account such factors as price (including the applicable
brokerage commission or dealer spread), the execution capability, financial
responsibility and responsiveness of the broker or dealer and the brokerage and
research services provided by the broker or dealer.
You should generally seek favorable prices and commission rates
that are reasonable in relation to the benefits received. ln seeking best
qualitative execution, you are authorized to select brokers or dealers who
also provide brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) to the Trust and/or the
other accounts over which you exercise investment discretion. You are
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the Fund which
is in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if you determine in good faith that the
amount of the commission is reasonable in relation to the value of the
brokerage and research services provided by the executing broker or dealer.
The determination may be viewed in terms of either a particular transaction or
your overall responsibilities with respect to the Trust and to accounts over
which you exercise investment discretion. The Trust and you understand and
acknowledge that, although the information may be useful to the Fund and you,
it is not possibie to place a dollar value on such information. It is the
Trust's opinion, as well as your opinion, that the review and study of this
information will not reduce the overall cost to you in performing your duties
to the Fund under this Agreement. The Board shall periodically review the
commissions paid by the
-3-
<PAGE> 24
Fund to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best
qualitative execution as described above, you may give consideration to sales
of shares of the Trust as a factor in the selection of brokers and dealers to
execute Fund portfolio transactions.
You and your affiliates may retain compensation in connection
with effecting the Fund portfolio transactions, provided that such compensation
does not exceed the maximum amount permitted by the Investment Company Act of
1940 (the "Act").
If any occasion should arise in which you give any investment
advice to your clients concerning the shares of the Fund, you will act solely
as investment counsel for such client and not in any way on behalf of the
Fund. Your services to the Fund pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and other services to others, including other registered
investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
----------------------------------
You may rely on information reasonably believed by you to be
accurate and reliable. Except as may otherwise be required by the Act or the
rules thereunder, neither you nor your shareholders, officers, directors,
employees, agents, control persons or affiliates of any thereof shall be
subject to any liability for, or any damages, expenses or losses incurred by
the Trust in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under or
payments made pursuant to this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or gross
negligence on the part of any such persons in the performance of your duties
under this Agreement or by reason of reckless disregard by any of such persons
of your obligations and duties under this Agreement.
Any person, even though also a director, officer, employee,
shareholder or agent of you, who may be or become an officer, director,
trustee, employee or agent of the Trust, shall be deemed, when rendering
services to the Trust or acting on any business of the Trust (other than
services or business in connection with your duties hereunder), to be
rendering such services to or acting solely for the Trust and not as a
director, officer, employee, shareholder or agent of you, or one under your
control or direction, even though paid by you.
6. DURATION AND TERMINATION OF AGREEMENT
-------------------------------------
This Agreement shall take effect on the date of its execution
and shall remain in force for a period of two (2) years and from year to year
thereafter, subject to annual approval by (i) the Board or (ii) a vote of a
majority (as defined in the Act) of the outstanding voting securities of the
Fund, provided that in either event continuance is also approved by a majority
of the trustees who are not "interested persons" as defined in the Act of you
or the Trust, by a vote cast in person at a meeting called for the purpose of
voting such approval.
-4-
<PAGE> 25
If the shareholders of the fund fail to approve the Agreement in
the manner set forth above, upon request of the Board, you will continue to
serve or act in such capacity for the Fund for the period of time pending
required approval of the Agreement, of a new agreement with you or a different
adviser or other definitive action; provided that the compensation to be paid
by the Fund to you for your services to and payments on behalf of the Fund will
be equal to the lesser of your actual costs incurred in furnishing such
services and payments or the amount you would have received under this
Agreement for furnishing such services and payments.
This Agreement may, on sixty days' written notice, be terminated
at any time without the payment of any penalty, by the Board, by a vote of a
majority of the outstanding voting securities of the Fund or by you. This
Agreement shall automatically terminate in the event of its assignment.
7. USE OF NAME.
-----------
The Trust and you acknowledge that all rights to the name
"Bartlett" belong to you and that the Fund is being granted a limited license
to use such word in the name of the Fund. In the event you cease to be the
adviser to the Fund, the Fund's right to the use of the name "Bartlett"
shall automatically cease on the thirtieth day following the termination of
this Agreement. The right to the name may also be withdrawn by you during the
term of this Agreement upon thirty (30) days' written notice by you to the
Fund. Nothing contained herein shall impair or diminish in any respect, your
right to use the name "Bartlett" in the name of or in connection with any
other business enterprises with which you are or may become associated. There
is no charge to the Fund for the right to use this name.
8. AMENDMENT OF THIS AGREEMENT
---------------------------
No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this Agreement shall be
effective until approved by the vote of the holders of a majority of the
outstanding voting securities of the fund and by the Board, including a
majority of the trustees who are not interested persons of you or of the
Trust, cast in person at a meeting called for the purpose of voting on such
approval.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
-----------------------------------------
The term "Bartlett Capital Trust" means and refers to the
trustees from time to time serving under the Trust's Declaration of Trust as
the same may subsequently thereto have been, or subsequentiy hereto be,
amended. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust of the Trust.
The execution and delivery of this Agreement have been authorized by the
trustees of the Trust and the shareholders of the Fund, and signed by the
officers of the Trust, acting as such, and neither such authorization by such
trustees and shareholders nor such execution and delivery by such officers
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust as provided in its Declaration of Trust.
-5-
<PAGE> 26
10. SEVERABILITY
------------
In the event any provision of this Agreement is determined to be
void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
---------------------------
(a) This Agreement shall be governed by the laws of the State
of Ohio.
(b) Any question of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a term or
provision of the Act shall be resolved by reference to such term or provision
of the Act and to interpretation thereof, if any, by the United States courts
or in the absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and Exchange Commission issued
pursuant to said Act. In addition, where the effect of a requirement of the
Act, reflected in any provision of this Agreement is revised by rule,
regulation or order of the Securities and Exchange Commission, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
12. NOTICES
-------
Any notices under this Agreement shall be in writing, addressed
and delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further
notice to the other party, it is agreed that the address of the Trust and your
address for this purpose shall be 36 East Fourth Street, Cincinnati, Ohio
45202.
13. COUNTERPARTS
------------
This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. BINDING EFFECT
--------------
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party
indicated to the foregoing terms.
15. CAPTIONS
--------
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
-6-
<PAGE> 27
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding
contract effective as of _______________, 1996.
Yours very truly,
ATTEST: BARTLETT CAPITAL TRUST
___________________________________ By:_________________________________
Title:______________________________
ACCEPTANCE
----------
The foregoing Agreement is hereby accepted.
ATTEST: BARTLETT & CO.
___________________________________ By:_________________________________
Title:______________________________
-7-
<PAGE> 28
SECOND AMENDED AND RESTATED
MANAGEMENT AGREEMENT
---------------------------
TO: BARTLETT & CO.
36 East Fourth Street
Cincinnati, Ohio 45202
Dear Sirs:
Bartlett Management Trust (hereinafter referred to as the "Trust") herewith
confirms our agreement with you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently consists of one series: Bartlett Cash Reserves
Fund. The Trust's Board of Trustees (the "Board") is authorized from time to
time, as it deems necessary or desirable, to establish and designate additional
series of shares. The Trust previously entered into an amended and restated
management agreement dated January 1, 1994, (the "Original Agreement") with you
on behalf of Bartlett Cash Reserves Fund. The Trust hereby further amends and
restates the Original Agreement, in its entirety, as set forth herein.
You have been selected to act as the sole investment adviser of the Trust
and to provide certain other services, as more fully set forth below, and you
are willing to act as such investment adviser and to perform such services under
the terms and conditions hereinafter set forth. Accordingly, the Trust agrees
with you as follows upon the date of the execution of this Agreement.
1. ADVISORY SERVICES
-----------------
You will regularly provide the Trust with such investment advice as you in
your discretion deem advisable and will furnish a continuous investment program
for each of the Trust's series consistent with the respective series'
investment objectives and policies. You will determine the securities to be
purchased for each series of the Trust, the portfolio securities to be held or
sold by each series of the Trust, and the portion of each series' assets to be
held uninvested, subject always to the series' investment objectives, policies
and restrictions, as each of the same shall be from time to time in effect, and
subject further, to such policies and instructions as the Board may from time
to time establish and supply to you copies thereof. You will advise and assist
the officers of the Trust in taking such steps as are necessary or appropriate
to carry out the decisions of the Board and the appropriate committees of the
Board regarding the conduct of the business of the Trust.
2. ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
You will pay all operating expenses of the Trust, including, but not
limited to, the compensation and expenses of any trustees, officers and
employees of the Trust and of any other
<PAGE> 29
persons rendering any services to the Trust; clerical and shareholder service
staff salaries; office space and other office expenses; fees and expenses
incurred by the Trust in connection with membership in investment company
organizations; legal, auditing and accounting expenses; expenses of registering
shares under federal and state securities laws; insurance expenses; fees and
expenses of the custodian, transfer agent, dividend disbursing agent,
shareholder service agent and accounting and pricing services agent of the
Trust; expenses including clerical expenses of issue, sale, redemption or
repurchase of shares of the Trust; the cost of preparing and distributing
reports and notices to shareholders, the cost of printing or preparing
prospectuses and statements of additional information for delivery to the
Trust's current and prospective shareholders; the cost of printing or preparing
stock certificates or any other documents, statements or reports to
shareholders; expenses of shareholders' meetings and proxy solicitations;
advertising, promotion and other expenses incurred directly or indirectly in
connection with the sale or distribution of the Trust's shares; and all other
operating expenses not specifically assumed by the Trust.
The Trust will pay all brokerage fees and commissions, taxes, interest,
expenses incurred by the Trust in connection with the organization and
registration of shares of any series of the Trust established after the date of
this Agreement, and such extraordinary or non-recurring expenses as may arise,
including litigation to which the Trust may be a party and indemnification of
the Trust's trustees and officers with respect thereto. You may obtain
reimbursement from the Trust, at such time or times as you may determine in
your sole discretion, for any of the expenses advanced by you, which the Trust
is obligated to pay, and such reimbursement shall not be considered to be part
of your compensation pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
---------------------------
For all of the services to be rendered and payments to be made as provided
in this Agreement with respect to the Bartlett Cash Reserves Fund (the "Fund"),
the Fund will pay you, as of the last day of each month, a fee equal to the
annual rate of .78% of the average daily net assets of the Fund up to and
including $500,000,000 and .75% of such assets in excess of $500,000,000.
Your compensation with respect to each additional series of the Trust
effectively registered for sale in a public offering after the date of this
Agreement shall be determined by the Board of Trustees, including a majority of
the Trustees who are not interested persons as defined in the Investment
Company Act of 1940 (the "Act") of you or the Trust and approved pursuant to
the provisions of section 15 of the Act.
The average value of the daily net assets of a series shall be determined
pursuant to the applicable provisions of the Declaration of Trust of the Trust
or a resolution of the Board, if required. If, pursuant to such provisions,
the determination of net asset value of a series is suspended for any
particular business day, then for the purposes of this paragraph, the value of
the net assets of the series as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the net assets of the series may lawfully be determined, on
that day. If the determination of the net asset value of a series has been
suspended for a period including a month, your compensation payable at the end
of such month shall be computed on the basis of the value of the net assets of
the series as last determined (whether during or prior to the month).
- 2 -
<PAGE> 30
You agree that your compensation during any fiscal year shall be reduced by
an amount, if any, by which the expenses of the Trust or a series for such
fiscal year exceed the lowest expense limitation applicable to the Trust or the
series imposed by state securities administrators in states where the series'
shares are qualified for sale, as such limitations may be lowered or raised
from time to time. The payment of your compensation at the end of any month
will be reduced or postponed or, if necessary, a refund will be made to the
Trust or the series as soon as practicable, so that at no time will there be
any accrued but unpaid liability in excess of the above expense limitation.
You shall refund to the Trust and the series within sixty days after the close
of each year the amount of any additional reduction of your compensation
pursuant to this paragraph; provided, however, that you will not be required to
refund to the Trust or the series an amount greater than the fee paid to you by
the Trust or the series in respect of such year pursuant to this Agreement. As
used in this paragraph "expenses" shall mean those expenses included in the
applicable expense limitation, and "expense limitation" means a limit on the
maximum annual expenses which may be incurred by an investment company or a
series of an investment company determined by multiplying a fixed percentage by
the average or multiplying more than one such percentage by different specified
amounts of the average of the values of the net assets of the investment
company or the series for a fiscal year. The words "lowest expense limitation"
shall be construed to result in the largest reduction of your compensation for
any fiscal year of the Trust.
4. EXECUTION OF PURCHASE AND SALE ORDERS
-------------------------------------
In connection with purchases or sales of portfolio securities for the
account of each series of the Trust, it is understood that you will arrange for
the placing of all orders for the purchase and sale of portfolio securities for
the account with brokers or dealers selected by you subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage.
In the selection of such brokers or dealers and the placing of such orders, you
are directed at all times to seek for the series the best qualitative
execution, taking into account such factors as price (including the applicable
brokerage commission or dealer spread), the execution capability, financial
responsibility and responsiveness of the broker or dealer and the brokerage and
research services provided by the broker or dealer.
You should generally seek favorable prices and commission rates that are
reasonable in relation to the benefits received. In seeking best qualitative
execution, you are authorized to select brokers or dealers who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Trust and/or the other accounts
over which you exercise investment discretion. You are authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a Trust portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Trust and to accounts over which you exercise investment
discretion. The Trust and you understand and acknowledge that, although the
information may be useful to the Trust and you, it is not possible to place a
dollar
- 3 -
<PAGE> 31
value on such information. The Board shall periodically review the commissions
paid by the Trust to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits to the Trust.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best qualitative execution as
described above, you may give consideration to sales of shares of the Trust as
a factor in the selection of brokers and dealers to execute Trust portfolio
transactions.
You and your affiliates may retain compensation in connection with
effecting Trust portfolio transactions, provided that such compensation does
not exceed the maximum amount permitted by the Investment Company Act of 1940.
If any occasion should arise in which you give any advice to your clients
concerning the shares of the Trust, you will act solely as investment counsel
for such client and not in any way on behalf of the Trust. Your services to
the Trust pursuant to this Agreement are not to be deemed to be exclusive and
it is understood that you may render investment advice, management and other
services to others, including other registered investment companies.
5. LIMITATION OF LIABILITY OF ADVISER
----------------------------------
You may rely on information reasonably believed by you to be accurate and
reliable. Except as may otherwise be required by the Act or the rules
thereunder, neither you nor your shareholders, officers, directors, employees,
agents, control persons or affiliates of any thereof shall be subject to any
liability for, or any damages, expenses or losses incurred by the Trust in
connection with, any error of judgment, mistake of law, any act or omission
connected with or arising out of any services rendered under or payments made
pursuant to this Agreement or any other matter to which this Agreement relates,
except by reason of willful misfeasance, bad faith or gross negligence on the
part of any such persons in the performance of your duties under this Agreement
or by reason of reckless disregard by any of such persons of your obligations
and duties under this Agreement.
Any person, even though also a director, officer, employee, shareholder or
agent of you, who may be or become an officer, director, trustee, employee or
agent of the Trust, shall be deemed, when rendering services to the Trust or
acting on any business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee,
shareholder or agent of you, or one under your control or direction, even
though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall take effect on the date of its execution and shall
remain in force for a period of two (2) years from the date of its execution
with respect to each of the Trust's series registered on the date of such
execution and, with respect to any additional series registered after the date
of execution, until the next anniversary date of the Agreement following the
date on which such series become effectively registered for sale in a public
offering, and from
- 4 -
<PAGE> 32
year to year thereafter as to each series of the Trust's shares, subject to
annual approval by (i) the Board or (ii) a vote of a majority (as defined in
the Act) of the outstanding voting securities of such series, provided that in
either event continuance is also approved by a majority of the trustees who are
not "interested persons" as defined in the Act of you or the Trust, by a vote
cast in person at a meeting called for the purpose of voting such approval.
If the shareholders of any series of the Trust's shares fail to approve the
Agreement in the manner set forth above, upon request of the Board, you will
continue to serve or act in such capacity for that series for the period of
time pending required approval of the Agreement, of a new agreement with you or
a different adviser or other definitive action; provided that the compensation
to be paid by the Trust to you for your services to and payments on behalf of
the series will be equal to the lesser of your actual costs incurred in
furnishing such services and payments or the amount you would have received
under this Agreement for furnishing such services and payments.
This Agreement may, on sixty days' written notice, be terminated with
respect to a series at any time without the payment of any penalty, by the
Board, by a vote of a majority of the outstanding voting securities of the
series or by you. This Agreement shall automatically terminate in the event of
its assignment.
7. USE OF NAME
-----------
The Trust and you acknowledge that all rights to the name "Bartlett" belong
to you and that the Trust is being granted a limited license to use such word
in its name or in any series' name. In the event you cease to be the adviser
to the Trust, the Trust's right to the use of the name "Bartlett" shall
automatically cease on the thirtieth day following the termination of this
Agreement. The right to the name may also be withdrawn by you during the term
of this Agreement upon thirty (30) days' written notice by you to the Trust.
Nothing contained herein shall impair or diminish in any respect, your right to
use the name "Bartlett" in the name of or in connection with any other business
enterprises with which you are or may become associated. There is no charge to
the Trust for the right to use this name.
8. AMENDMENT OF THIS AGREEMENT
---------------------------
No provision of this Agreement may be changed, waived, discharged or
terminated orally, and no amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the series to which the amendment relates and by the Board,
including a majority of the trustees who are not interested persons of you or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
-----------------------------------------
The term "Bartlett Management Trust" means and refers to the trustees from
time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
- 5 -
<PAGE> 33
employees of the Trust, personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees and
shareholders of the Trust and signed by the officers of the Trust, acting as
such, and neither such authorization by such trustees and shareholders nor such
execution and delivery by such officers shall be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Trust as provided in its
Agreement and Declaration of Trust. A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of the State of Ohio.
10. SEVERABILITY
------------
In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
---------------------------
(a) This Agreement shall be governed by the laws of the State of Ohio.
(b) Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Act shall be resolved by reference to such term or provision of the Act
and to interpretation thereof, if any, by the United States courts or in the
absence of any controlling decision of any such court, by rules, regulations or
orders of the Securities and Exchange Commission issued pursuant to said Act.
In addition, where the effect of a requirement of the Act, reflected in any
provision of this Agreement is revised by rule, regulation or order of the
Securities and Exchange Commission, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
12. NOTICES
-------
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Trust and your address
for this purpose shall be 36 East Fourth Street, Cincinnati, Ohio 45202.
13. COUNTERPARTS
------------
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
14. BINDING EFFECT
--------------
Each of the undersigned expressly warrants and represents that he has the
full power and authority to sign this Agreement on behalf of the party
indicated, and that his signature will operate to bind the party indicated to
the foregoing terms.
- 6 -
<PAGE> 34
15. CAPTIONS
--------
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
If you are in agreement with the foregoing, please sign the form of
acceptance on this letter and return it to the Trust, whereupon this letter
shall become a binding contract effective as of ____________, 1996.
Yours very truly,
ATTEST: BARTLETT MANAGEMENT TRUST
_______________________________ By:__________________________________________
Title:_______________________________________
ACCEPTANCE
----------
The foregoing Agreement is hereby accepted.
ATTEST: BARTLETT & CO.
_______________________________ By:__________________________________________
Title:_______________________________________
- 7 -
<PAGE> 35
AMENDED AND RESTATED
--------------------
MANAGEMENT AGREEMENT
--------------------
TO: Bartlett & Co.
36 East Fourth Street
Cincinnati, Ohio 45202
Dear Sirs:
Bartlett Capital Trust (hereinafter referred to as the "Trust") herewith
confirms our agreement with you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently consists of four series: Bartlett Basic Value
Fund, Bartlett Fixed Income Fund, Bartlett Short Term Bond Fund and Bartlett
Value International Fund. The Trust's Board of Trustees (the "Board") is
authorized from time to time, as it deems necessary or desirable, to establish
and designate additional series of shares. The Trust has previously entered
into a management agreement dated January 4, 1988 (the "Original Agreement")
with you on behalf of the Bartlett Basic Value Fund and the Bartlett Fixed
Income Fund. The Trust hereby amends and restates the Original Agreement, in
its entirety, as set forth herein.
You have been selected to act as the sole investment adviser of the Trust
and to provide certain other services, as more fully set forth below, and you
are willing to act as such investment adviser and to perform such services under
the terms and conditions hereinafter set forth. Accordingly, the Trust agrees
with you as follows upon the date of the execution of this Agreement.
1. ADVISORY SERVICES
-----------------
You will regularly provide the Trust with such investment advice as you in
your discretion deem advisable and will furnish a continuous investment program
for each of the Trust's series consistent with the respective series'
investment objectives and policies. You will determine the securities to be
purchased for each series of the Trust, the portfolio securities to be held or
sold by each series of the Trust, and the portion of each series' assets to be
held uninvested, subject always to the series' investment objectives, policies
and restrictions, as each of the same shall be from time to time in effect, and
subject further, to such policies and instructions as the Board may from time
to time establish and supply to you copies thereof. You will advise and assist
the officers of the Trust in taking such steps as are necessary or appropriate
to carry out the decisions of the Board and the appropriate committees of the
Board regarding the conduct of the business of the Trust.
2. ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
You will pay all operating expenses of the Trust, including the
compensation and expenses of any trustees, officers and employees of the Trust
and of any other persons rendering any services to the Trust; clerical and
shareholder service staff salaries; office space and other office expenses;
fees and expenses incurred by the Trust in connection with membership in
investment company organizations; legal, auditing and accounting expenses;
expenses of registering shares
<PAGE> 36
under federal and state securities laws; insurance expenses; fees and expenses
of the custodian, transfer agent, dividend disbursing agent and shareholder
service agent of the Trust; expenses including clerical expenses of issue,
sale, redemption or repurchase of shares of the Trust; the cost of preparing
and distributing reports and notices to shareholders, the cost of printing or
preparing prospectuses and statements of additional information for delivery to
the Trust's current and prospective shareholders; the cost of printing or
preparing stock certificates or any other documents, statements or reports to
shareholders; expenses of shareholders' meetings and proxy solicitations;
pursuant to the Trust's Distribution Expense Plan, advertising and promotion
expenses incurred in connection with the sale or distribution of the Trust's
shares; and all other operating expenses of the Trust not specifically assumed
by the Trust.
The Trust will pay all brokerage fees and commissions, taxes, interest,
expenses incurred by the Trust in connection with the organization and
registration of shares of any series of the Trust established after the date of
this agreement, and such extraordinary or non-recurring expenses as may arise,
including litigation to which the Trust may be a party and indemnification of
the Trust's trustees and officers with respect thereto. You may obtain
reimbursement from the Trust, at such time or times as you may determine in
your sole discretion, for any of the expenses advanced by you, which the Trust
is obligated to pay, and such reimbursement shall not be considered to be part
of your compensation pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
---------------------------
For all of the services to be rendered and payments to be made as provided
in this Agreement with respect to the Basic Value Fund and Fixed Income Fund
(the "Funds"), the Basic Value Fund and the Fixed Income Fund will pay you as
of the last day of each month, a fee equal to the annual rate of 2% of the
average aggregate daily net assets of the Funds up to and including $10
million, 1-1/2% of such assets from $10 million to and including $30 million
and 1% of such assets in excess of $30 million.
It is understood that for purposes of determining your compensation with
respect to an additional series of the Trust, the average daily net assets of
the series may be included in the average daily net assets of the Funds for the
fee calculation described above or may be excluded from such calculation, in
which case your compensation for the series would be determined pursuant to a
different fee arrangement. Your compensation with respect to each additional
series of the Trust established after the date of the Original Agreement shall
be determined by the Board of Trustees, including a majority of the Trustees
who are not interested persons as defined in the Investment Company Act of 1940
(the "Act") of you or the Trust and approved pursuant to the provisions of
Section 15 of the Act.
The average value of the daily net assets of a series shall be determined
pursuant to the applicable provisions of the Declaration of Trust of the Trust
or a resolution of the Board, if required. If, pursuant to such provisions,
the determination of net asset value of a series is suspended for any
particular business day, then for the purposes of this paragraph, the value of
the net assets of the series as last determined shall be deemed to be the value
of the net assets as of the close of the business day, or as of such other time
as the value of the net assets of the series may lawfully be determined, on
that day. If the determination of the net asset value of a series has been
suspended for a period including such month, your compensation payable at the
end of such month
- 2 -
<PAGE> 37
shall be computed on the basis of the value of the net assets of the series as
last determined (whether during or prior to such month).
You agree that your compensation during any fiscal year shall be reduced by
an amount, if any, by which the expenses of the Trust or a series for such
fiscal year exceed the lowest applicable expense limitation applicable to the
Trust or a series imposed by state securities administrators in states where
the series' shares are qualified for sale, as such limitations may be lowered
or raised from time to time. The payment of your compensation at the end of
any month will be reduced or postponed or, if necessary, a refund will be made
to the Trust or the series as soon as practicable so that at no time will there
be any accrued but unpaid liability in excess of the above expense limitation.
You shall refund to the Trust and the series within sixty days after the close
of each year, the amount of any additional reduction of your compensation
pursuant to this paragraph, provided, however, that you will not be required to
refund to the Trust or the series of the Trust an amount greater than the fee
paid to you by the Trust or the series in respect of such year pursuant to this
Agreement. As used in this paragraph "expenses" shall mean those expenses
included in the applicable expense limitation, and "expense limitation" means a
limit on the maximum annual expenses which may be incurred by an investment
company or a series of an investment company determined by multiplying a fixed
percentage by the average or multiplying more than one such percentage by
different specified amounts of the average of the values of the net assets of
the investment company or the series for a fiscal year. The words "lowest
expense limitation" shall be construed to result in the largest reduction of
your compensation for any fiscal year of the Trust.
4. EXECUTION OF PURCHASE AND SALE ORDERS
-------------------------------------
In connection with purchases or sales of portfolio securities for the
account of each series of the Trust, it is understood that you will arrange for
the placing of all orders for the purchase and sale of portfolio securities for
the account with brokers or dealers selected by you subject to review of this
selection by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and portfolio brokerage.
In the selection of such brokers or dealers and the placing of such orders, you
are directed at all times to seek for the series the best qualitative
execution, taking into account such factors as price (including the applicable
brokerage commission or dealer spread), the execution capability, financial
responsibility and responsiveness of the broker or dealer and the brokerage and
research services provided by the broker or dealer.
You should generally seek favorable prices and commission rates that are
reasonable in relation to the benefits received. In seeking best qualitative
execution, you are authorized to select brokers or dealers who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Trust and/or the other accounts
over which you exercise investment discretion. You are authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a Trust portfolio transaction which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or your overall responsibilities with
respect to the Trust and to accounts over which you
- 3 -
<PAGE> 38
exercise investment discretion. The Trust and you understand and acknowledge
that, although the information may be useful to the Trust and you, it is not
possible to place a dollar value on such information. It is the Trust's
opinion, as well as your opinion, that the review and study of this information
will not reduce the overall cost to you in performing your duties to the Trust
under this Agreement. The Board shall periodically review the commissions paid
by the Trust to determine if the commissions paid over representative periods
of time were reasonable in relation to the benefits to the Trust.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best qualitative execution as
described above, you may give consideration to sales of shares of the Trust as
a factor in the selection of brokers and dealers to execute Trust portfolio
transactions.
You and your affiliates may retain compensation in connection with
effecting Trust portfolio transactions, provided that such compensation does
not exceed the maximum amount permitted by the Investment Company Act of 1940.
If any occasion should arise in which you give any investment advice to
your clients concerning the shares of the Trust, you will act solely as
investment counsel for such client and not in any way on behalf of the Trust.
Your services to the Trust pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice,
management and other services to others, including other registered investment
companies.
5. LIMITATION OF LIABILITY OF ADVISER
----------------------------------
You may rely on information reasonably believed by you to be accurate and
reliable. Except as may otherwise be required by the Act or the rules
thereunder, neither you nor your shareholders, officers, directors, employees,
agents, control persons or affiliates of any thereof shall be subject to any
liability for, or any damages, expenses or losses incurred by the Trust in
connection with, any error of judgment, mistake of law, any act or omission
connected with or arising out of any services rendered under or payments made
pursuant to this Agreement or any other matter to which this Agreement relates,
except by reason of willful misfeasance, bad faith or gross negligence on the
part of any such persons in the performance of your duties under this Agreement
or by reason of reckless disregard by any of such persons or your obligations
and duties under this Agreement.
Any person, even though also a director, officer, employee, shareholder or
agent of you, who may be or become an officer, director, trustee, employee or
agent of the Trust, shall be deemed, when rendering services to the Trust or
acting on any business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee,
shareholder or agent of you, or one under your control or direction, even
though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall take effect on the date of its execution and shall
remain in force for a period of two (2) years with respect to each of the
Trust's series established on such date and,
- 4 -
<PAGE> 39
with respect to any additional series registered after such date, until the
next anniversary date of the Agreement following the date on which such series
become effectively registered for sale in a public offering, and from year to
year thereafter as to each series of the Trust's shares, subject to annual
approval by (i) the Board or (ii) a vote of a majority (as defined in the
Investment Company Act of 1940) of the outstanding voting securities of such
series, provided that in either event continuance is also approved by a
majority of the trustees who are not "interested persons" as defined in the
Investment Company Act of 1940 of you or the Trust, by a vote cast in person at
a meeting called for the purpose of voting such approval.
If the shareholders of any series of the Trust's shares fail to approve the
Agreement in the manner set forth above, upon request of the Board, you will
continue to serve or act in such capacity for that series for the period of
time pending required approval of the Agreement, of a new agreement with you or
a different adviser or other definitive action; provided that the compensation
to be paid by the Trust to you for your services to and payments on behalf of
the series will be equal to the lesser of your actual costs incurred in
furnishing such services and payments or the amount you would have received
under this Agreement for furnishing such services and payments.
This Agreement may, on sixty days' written notice, be terminated with
respect to a series at any time without the payment of any penalty, by the
Board, by a vote of a majority of the outstanding voting securities of the
series or by you. This Agreement shall automatically terminate in the event of
its assignment.
7. USE OF NAME
-----------
The Trust and you acknowledge that all rights to the name "Bartlett" belong
to you and that the Trust is being granted a limited license to use such word
in its name or in any series name. In the event you cease to be the adviser to
the Trust, the Trust's right to the use of the name "Bartlett" shall
automatically cease on the thirtieth day following the termination of this
Agreement. The right to the name may also be withdrawn by you during the term
of this Agreement upon thirty (30) days' written notice by you to the Trust.
Nothing contained herein shall impair or diminish in any respect, your right to
use the name "Bartlett" in the name of or in connection with any other business
enterprises with which you are or may become associated. There is no charge to
the Trust for the right to use this name.
8. AMENDMENT OF THIS AGREEMENT
---------------------------
No provision of this Agreement may be changed, waived, discharged or
terminated orally, and no amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the series to which the amendment relates and by the Board,
including a majority of the trustees who are not interested persons of you or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
-----------------------------------------
The term "Bartlett Capital Trust" means and refers to the trustees from
time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder
- 5 -
<PAGE> 40
shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust of the Trust.
The execution and delivery of this Agreement have been authorized by the
trustees and shareholders of the Trust and signed by the officers of the Trust,
acting as such, and neither such authorization by such trustees and
shareholders nor such execution and delivery by such officers shall be deemed
to have been made by any of them individually or to impose any liability on any
of them personally, but shall bind only the trust property of the Trust as
provided in its Declaration of Trust.
10. SEVERABILITY
------------
In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
---------------------------
(a) This Agreement shall be governed by the laws of the State of Ohio.
(b) Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Act shall be resolved by reference to such term or provision of the Act
and to interpretation thereof, if any, by the United States courts or in the
absence of any controlling decision of any such court, by rules, regulations or
orders of the Securities and Exchange Commission issued pursuant to said Act.
In addition, where the effect of a requirement of the Act, reflected in any
provision of this Agreement is revised by rule, regulation or order of the
Securities and Exchange Commission, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
12. NOTICES
-------
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Trust and your address
for this purpose shall be 36 East Fourth Street, Cincinnati, Ohio 45202.
13. COUNTERPARTS
------------
This Agreement may be in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
14. BINDING EFFECT
--------------
Each of the undersigned expressly warrants and represents that he has the
full power and authority to sign this Agreement on behalf of the party
indicated, and that his signature will operate to bind the party indicated to
the foregoing terms.
- 6 -
<PAGE> 41
15. MISCELLANEOUS
-------------
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
Agreement.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract
effective as of ________________, 1996.
Yours very truly,
ATTEST: BARTLETT CAPITAL TRUST
________________________________ By______________________________________
ACCEPTANCE
The foregoing Agreement is hereby accepted.
ATTEST: BARTLETT & CO.
________________________________ By______________________________________
- 7 -
<PAGE> 42
AMENDED AND RESTATED
--------------------
MANAGEMENT AGREEMENT
--------------------
TO: BARTLETT & CO.
36 East Fourth Street
Cincinnati, Ohio 45202
Dear Sirs:
Bartlett Capital Trust (the "Trust") herewith confirms our agreement with you.
The Trust has been organized to engage in the business of an investment
company. The Trust currently consists of four series: Bartlett Basic Value
Fund, Bartlett Fixed Income Fund, Bartlett Short Term Bond Fund and Bartlett
Value International Fund. The Trust has previously entered into a management
agreement (the "Original Agreement") dated January 4, 1988, with you on behalf
of Bartlett Basic Value Fund and Bartlett Fixed Income Fund, and has entered
into a management agreement dated November 22, 1993 (the "Bond Fund Agreement")
with you on behalf of the Bartlett Short Term Bond Fund (the "Fund"). The
Trust hereby amends and restates the Bond Fund Agreement, in its entirety, as
set forth herein.
You have been selected to act as the sole investment adviser to the Fund and
to provide certain other services to the Fund, as more fully set forth below,
and you are willing to act as such investment adviser and to perform such
services under the terms and conditions hereinafter set forth. The Original
Agreement provides that, for purposes of determining your compensation with
respect to series established after January 4, 1988, the average daily net
assets of the series may be excluded from the fee calculation described in the
Original Agreement, in which case your compensation for the series is to be
determined pursuant to a different fee arrangement. The Board has determined,
in the exercise of its fiduciary duty, that it is in the best interests of the
shareholders of the Trust to exclude the average daily net assets of the Fund
from the fee calculation described in the Original Agreement and enter into a
separate management agreement, including a different fee arrangement, with you
on behalf of the Fund. Accordingly, the Trust agrees with you as follows upon
the date of the execution of this Agreement.
1. ADVISORY SERVICES
-----------------
You will regularly provide the Fund with such investment advice as you in
your discretion deem advisable and will furnish a continuous investment program
for the Fund consistent with its investment objectives and policies. You will
determine the securities to be purchased for the Fund, the portfolio securities
to be held or sold by the Fund, and the portion of the Funds' assets to be held
uninvested, subject always to the Funds' investment objectives, policies and
restrictions, as each of the same shall be from time to time in effect, and
subject further, to such policies and instructions as the Board may from time
to time establish and supply to you copies thereof. You will advise and assist
the officers of the Trust in taking such steps as are necessary or appropriate
to carry out the decisions of the Board and the appropriate committees of the
Board regarding the conduct of the business of the Fund.
<PAGE> 43
2. ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
You will pay all operating expenses of the Fund, including the compensation
and expenses of any trustees, officers and employees of the Trust and of any
other persons rendering any services to the Fund; clerical and shareholder
service staff salaries; office space and other office expenses; fees and
expenses incurred by the Fund in connection with membership in investment
company organizations; legal, auditing and accounting expenses; expenses of
registering shares under federal and state securities laws; insurance expenses;
fees and expenses of the custodian, transfer agent, dividend disbursing agent
and shareholder service agent of the Fund; expenses including clerical expenses
of issue, sale, redemption or repurchase of shares of the Fund; the cost of
preparing and distributing reports and notices to shareholders of the Fund, the
cost of printing or preparing prospectuses and statements of additional
information for delivery to the current and prospective shareholders of the
Fund; the cost of printing or preparing stock certificates or any other
documents, statements or reports to shareholders; its proportional share of
expenses of shareholders' meetings and proxy solicitations; advertising and
promotion expenses incurred in connection with the sale or distribution of the
Fund's shares; and all other operating expenses of the Fund not specifically
assumed by the Fund or the Trust.
The Fund will pay all brokerage fees and commissions, taxes, interest, and
its share of extraordinary or non-recurring expenses as may arise, including
litigation to which the Trust may be a party and indemnification of the Trust's
trustees and officers with respect thereto. You may obtain reimbursement from
the Fund, at such time or times as you may determine in your sole discretion,
for any of the expenses advanced by you, which the Fund is obligated to pay,
and such reimbursement shall not be considered to be part of your compensation
pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
---------------------------
For all of the services to be rendered and payments to be made as provided
in this Agreement with respect to the Fund, the Fund will pay you, as of the
last day of each month, a fee equal to the annual rate of .85% of the average
daily net assets of the Fund; provided, however, that the total fees paid
during the first and second halves of each fiscal year of the Fund shall not
exceed the semiannual total of the daily fee accruals requested by you during
the applicable six month period.
The average value of the daily net assets of the Fund shall be determined
pursuant to the applicable provisions of the Declaration of Trust of the Trust
or a resolution of the Board, if required. If, pursuant to such provisions,
the determination of net asset value of the Fund is suspended for any
particular business day, then for the purposes of this paragraph, the value of
the net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of 4:00 p.m., New York time, or as of such other time as
the value of the net assets of the Fund may lawfully be determined, on that
day. If the determination of the net asset value of the Fund has been
suspended for a period including such month, your compensation payable at the
end of such month shall be computed on the basis of the value of the net assets
of the Fund as last determined (whether during or prior to such month).
- 2 -
<PAGE> 44
You agree that your compensation during any fiscal year shall be reduced by
an amount, if any, by which the expenses of the Fund for such fiscal year
exceed the lowest applicable expense limitation applicable to the Fund imposed
by state securities administrators in states where the series' shares are
qualified for sale, as such limitations may be lowered or raised from time to
time. The payment of your compensation at the end of any month will be reduced
or postponed or, if necessary, a refund will be made to the Fund as soon as
practicable so that at no time will there be any accrued but unpaid liability
in excess of the above expense limitation. You shall refund to the Fund within
sixty days after the close of each year, the amount of any additional reduction
of your compensation pursuant to this paragraph; provided, however, that you
will not be required to refund to the Fund an amount greater than the fee paid
to you by the Fund in respect of such year pursuant to this Agreement. As used
in this paragraph "expenses" shall mean those expenses included in the
applicable expense limitation, and "expense limitation" means a limit on the
maximum annual expenses which may be incurred by a series of an investment
company determined by multiplying a fixed percentage by the average or
multiplying more than one such percentage by different specified amounts of the
average of the values of the net assets of the series for a fiscal year. The
words "lowest expense limitation" shall be construed to result in the largest
reduction of your compensation for any fiscal year of the Fund.
4. EXECUTION OF PURCHASE AND SALE ORDERS
-------------------------------------
In connection with purchases or sales of portfolio securities for the
account of the Fund, it is understood that you will arrange for the placing of
all orders for the purchase and sale of portfolio securities for the account
with brokers or dealers selected by you subject to review of this selection by
the Board from time to time. You will be responsible for the negotiation and
the allocation of principal business and portfolio brokerage. In the selection
of such brokers or dealers and the placing of such orders, you are directed at
all times to seek for the Fund the best qualitative execution, taking into
account such factors as price (including the applicable brokerage commission or
dealer spread), the execution capability, financial responsibility and
responsiveness of the broker or dealer and the brokerage and research services
provided by the broker or dealer.
You should generally seek favorable prices and commission rates that are
reasonable in relation to the benefits received. In seeking best qualitative
execution, you are authorized to select brokers or dealers who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Trust and/or the other accounts
over which you exercise investment discretion. You are authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Fund which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if you determine in good faith that the amount of the
commission is reasonable in relation to the value of the brokerage and research
services provided by the executing broker or dealer. The determination may be
viewed in terms of either a particular transaction or your overall
responsibilities with respect to the Trust and to accounts over which you
exercise investment discretion. The Trust and you understand and acknowledge
that, although the information may be useful to the Fund and you, it is not
possible to place a dollar value on such information. It is the Trust's
opinion, as well as your opinion, that the review and study of this information
will not reduce the overall cost to you in performing your duties to the Fund
under this Agreement. The Board shall periodically review the commissions paid
by the
- 3 -
<PAGE> 45
Fund to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Fund.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best qualitative execution as
described above, you may give consideration to sales of shares of the Trust as
a factor in the selection of brokers and dealers to execute Fund portfolio
transactions.
You and your affiliates may retain compensation in connection with
effecting the Fund portfolio transactions, provided that such compensation does
not exceed the maximum amount permitted by the Investment Company Act of 1940
(the "Act").
If any occasion should arise in which you give any investment advice to
your clients concerning the shares of the Fund, you will act solely as
investment counsel for such client and not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice,
management and other services to others, including other registered investment
companies.
5. LIMITATION OF LIABILITY OF ADVISER
----------------------------------
You may rely on information reasonably believed by you to be accurate and
reliable. Except as may otherwise be required by the Act or the rules
thereunder, neither you nor your shareholders, officers, directors, employees,
agents, control persons or affiliates of any thereof shall be subject to any
liability for, or any damages, expenses or losses incurred by the Trust in
connection with, any error of judgment, mistake of law, any act or omission
connected with or arising out of any services rendered under or payments made
pursuant to this Agreement or any other matter to which this Agreement relates,
except by reason of willful misfeasance, bad faith or gross negligence on the
part of any such persons in the performance of your duties under this Agreement
or by reason of reckless disregard by any of such persons of your obligations
and duties under this Agreement.
Any person, even though also a director, officer, employee, shareholder or
agent of you, who may be or become an officer, director, trustee, employee or
agent of the Trust, shall be deemed, when rendering services to the Trust or
acting on any business of the Trust (other than services or business in
connection with your duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee,
shareholder or agent of you, or one under your control or direction, even
though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall take effect on the date of its execution and shall
remain in force for a period of two (2) years and from year to year thereafter,
subject to annual approval by (i) the Board or (ii) a vote of a majority (as
defined in the Act) of the outstanding voting securities of the Fund, provided
that in either event continuance is also approved by a majority of the trustees
who are not "interested persons" as defined in the Act of you or the Trust, by
a vote cast in person at a meeting called for the purpose of voting such
approval.
- 4 -
<PAGE> 46
If the shareholders of the Fund fail to approve the Agreement in the manner
set forth above, upon request of the Board, you will continue to serve or act
in such capacity for the Fund for the period of time pending required approval
of the Agreement, of a new agreement with you or a different adviser or other
definitive action; provided that the compensation to be paid by the Fund to you
for your services to and payments on behalf of the Fund will be equal to the
lesser of your actual costs incurred in furnishing such services and payments
or the amount you would have received under this Agreement for furnishing such
services and payments.
This Agreement may, on sixty days' written notice, be terminated at any
time without the payment of any penalty, by the Board, by a vote of a majority
of the outstanding voting securities of the Fund or by you. This Agreement
shall automatically terminate in the event of its assignment.
7. USE OF NAME
-----------
The Trust and you acknowledge that all rights to the name "Bartlett" belong
to you and that the Fund is being granted a limited license to use such words
in the name of the Fund. In the event you cease to be the adviser to the Fund,
the Fund's right to the use of the name "Bartlett" shall automatically cease on
the thirtieth day following the termination of this Agreement. The right to
the name may also be withdrawn by you during the term of this Agreement upon
thirty (30) days' written notice by you to the Fund. Nothing contained herein
shall impair or diminish in any respect, your right to use the name "Bartlett"
in the name of or in connection with any other business enterprises with which
you are or may become associated. There is no charge to the Fund for the right
to use this name.
8. AMENDMENT OF THIS AGREEMENT
---------------------------
No provision of this Agreement may be changed, waived, discharged or
terminated orally, and no amendment of this Agreement shall be effective until
approved by the Board, including a majority of the trustees who are not
interested persons of you or of the Trust, cast in person at a meeting called
for the purpose of voting on such approval, and (if required under current
interpretations of the Act by the Securities and Exchange Commission) by vote
of the holders of a majority of the outstanding voting securities of the Fund.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
-----------------------------------------
The term "Bartlett Capital Trust" means and refers to the trustees from
time to time serving under the Trust's Declaration of Trust as the same may
subsequently thereto have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust, personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust. The execution and
delivery of this Agreement have been authorized by the trustees of the Trust
and the shareholders of the Fund, and signed by the officers of the Trust,
acting as such, and neither such authorization by such trustees and
shareholders nor such execution and delivery by such officers shall be deemed
to have been made by any of them
- 5 -
<PAGE> 47
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust.
10. SEVERABILITY
------------
In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
11. QUESTIONS OF INTERPRETATION
---------------------------
(a) This Agreement shall be governed by the laws of the State of Ohio.
(b) Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Act shall be resolved by reference to such term or provision of the Act
and to interpretation thereof, if any, by the United States courts or in the
absence of any controlling decision of any such court, by rules, regulations or
orders of the Securities and Exchange Commission issued pursuant to said Act.
In addition, where the effect of a requirement of the Act, reflected in any
provision of this Agreement is revised by rule, regulation or order of the
Securities and Exchange Commission, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
12. NOTICES
-------
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Trust and your address
for this purpose shall be 36 East Fourth Street, Cincinnati, Ohio 45202.
13. COUNTERPARTS
------------
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
14. BINDING EFFECT
--------------
Each of the undersigned expressly warrants and represents that he has the
full power and authority to sign this Agreement on behalf of the party
indicated, and that his signature will operate to bind the party indicated to
the foregoing terms.
15. CAPTIONS
--------
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
- 6 -
<PAGE> 48
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract
effective as of _________________, 1996.
Yours very truly,
ATTEST: BARTLETT CAPITAL TRUST
_______________________________ By:__________________________________________
ACCEPTANCE
----------
The foregoing Agreement is hereby accepted.
ATTEST: BARTLETT & CO.
_______________________________ By:__________________________________________
- 7 -
<PAGE> 49
PROXY
BARTLETT CAPITAL TRUST
BARTLETT VALUE INTERNATIONAL FUND
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER ____, 1995
The undersigned shareholder of Bartlett Value International Fund (the "Fund")
hereby revokes any proxies previously given and appoints Dale H. Rabiner,
James B. Reynolds and James M. Miller, or any one of them, the undersigned's
attorneys and proxies with full power of substitution to represent and to vote
all shares of beneficial interest of the Fund which the undersigned is entitled
to vote, at the Special Meeting of the Shareholders of Bartlett Capital Trust
to be held on December ___, 1995, and at any adjournment of the meeting (the
"Meeting"), and Dale H. Rabiner, James B. Reynolds and James M. Miller are
instructed to vote as indicated on the matters referred to in the Proxy
Statement for the Meeting, and are authorized to vote and act in their or his
discretion on any other matter that may come before the Meeting or any
adjournment thereof.
______________________________________________________________________________
Item 1. ___ FOR ___ AGAINST ___ ABSTAIN APPROVAL OF THE NEW
INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST
AND BARTLETT & CO. WITH RESPECT TO THE BARTLETT
VALUE INTERNATIONAL FUND ON SUBSTANTIALLY THE SAME
TERMS AS THE CURRENT INVESTMENT ADVISORY AGREEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WILL BE VOTED
FOR PROPOSAL 1 UNLESS OTHERWISE INDICATED.
______________________________________________________________________________
The undersigned acknowledges receipt of the Notice of Special Meeting
of Shareholders and Proxy Statement dated November __, 1995. Please sign
exactly as name appears on the label. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
________________________________________________________
________________________________________________________
Signature of Shareholder(s)
Dated:__________________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 50
PROXY
BARTLETT CAPITAL TRUST
BARTLETT BASIC VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER ____, 1995
The undersigned shareholder of Bartlett Basic Value Fund (the "Fund") hereby
revokes any proxies previously given and appoints Dale H. Rabiner, James B.
Reynolds and James M. Miller, or any one of them, the undersigned's attorneys
and proxies with full power of substitution to represent and to vote all shares
of beneficial interest of the Fund which the undersigned is entitled to vote,
at the Special Meeting of the Shareholders of Bartlett Capital Trust to be held
on December ___, 1995, and at any adjournment of the meeting (the "Meeting"),
and Dale H. Rabiner, James B. Reynolds and James M. Miller are instructed to
vote as indicated on the matters referred to in the Proxy Statement for the
Meeting, and are authorized to vote and act in their or his discretion on any
other matter that may come before the Meeting or any adjournment thereof.
______________________________________________________________________________
Item 1. ___ FOR ___ AGAINST ___ ABSTAIN APPROVAL OF THE NEW
INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST
AND BARTLETT & CO. WITH RESPECT TO THE BARTLETT
BASIC VALUE FUND ON SUBSTANTIALLY THE SAME TERMS
AS THE CURRENT INVESTMENT ADVISORY AGREEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WILL BE VOTED
FOR PROPOSAL 1 UNLESS OTHERWISE INDICATED.
______________________________________________________________________________
The undersigned acknowledges receipt of the Notice of Special Meeting
of Shareholders and Proxy Statement dated November ___, 1995. Please sign
exactly as name appears on the label. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
________________________________________________________
________________________________________________________
Signature of Shareholder(s)
Dated:__________________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 51
PROXY
BARTLETT CAPITAL TRUST
BARTLETT FIXED INCOME FUND
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER ____, 1995
The undersigned shareholder of Bartlett Fixed Income Fund (the "Fund") hereby
revokes any proxies previously given and appoints Dale H. Rabiner, James B.
Reynolds and James M. Miller, or any one of them, the undersigned's attorneys
and proxies with full power of substitution to represent and to vote all shares
of beneficial interest of the Fund which the undersigned is entitled to vote,
at the Special Meeting of the Shareholders of Bartlett Capital Trust to be held
on December ___, 1995, and at any adjournment of the meeting (the "Meeting"),
and Dale H. Rabiner, James B. Reynolds and James M. Miller are instructed to
vote as indicated on the matters referred to in the Proxy Statement for the
Meeting, and are authorized to vote and act in their or his discretion on any
other matter that may come before the Meeting or any adjournment thereof.
______________________________________________________________________________
Item 1. ___ FOR ___ AGAINST ___ ABSTAIN APPROVAL OF THE NEW
INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST
AND BARTLETT & CO. WITH RESPECT TO THE BARTLETT
FIXED INCOME FUND ON SUBSTANTIALLY THE SAME TERMS
AS THE CURRENT INVESTMENT ADVISORY AGREEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WILL BE VOTED
FOR PROPOSAL 1 UNLESS OTHERWISE INDICATED.
______________________________________________________________________________
The undersigned acknowledges receipt of the Notice of Special Meeting
of Shareholders and Proxy Statement dated November __ , 1995. Please sign
exactly as name appears on the label. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
________________________________________________________
________________________________________________________
Signature of Shareholder(s)
Dated:__________________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 52
PROXY
BARTLETT CAPITAL TRUST
BARTLETT SHORT TERM BOND FUND
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER ____, 1995
The undersigned shareholder of Bartlett Short Term Bond Fund (the "Fund")
hereby revokes any proxies previously given and appoints Dale H. Rabiner,
James B. Reynolds and James M. Miller, or any one of them, the undersigned's
attorneys and proxies with full power of substitution to represent and to vote
all shares of beneficial interest of the Fund which the undersigned is entitled
to vote, at the Special Meeting of the Shareholders of Bartlett Capital Trust
to be held on December ___, 1995, and at any adjournment of the meeting (the
"Meeting"), and Dale H. Rabiner, James B. Reynolds and James M. Miller are
instructed to vote as indicated on the matters referred to in the Proxy
Statement for the Meeting, and are authorized to vote and act in their or his
discretion on any other matter that may come before the Meeting or any
adjournment thereof.
______________________________________________________________________________
Item 1. ___ FOR ___ AGAINST ___ ABSTAIN APPROVAL OF THE NEW
INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST
AND BARTLETT & CO. WITH RESPECT TO THE BARTLETT
SHORT TERM BOND FUND ON SUBSTANTIALLY THE SAME TERMS
AS THE CURRENT INVESTMENT ADVISORY AGREEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WILL BE VOTED
FOR PROPOSAL 1 UNLESS OTHERWISE INDICATED.
______________________________________________________________________________
The undersigned acknowledges receipt of the Notice of Special Meeting
of Shareholders and Proxy Statement dated November __ , 1995. Please sign
exactly as name appears on the label. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
________________________________________________________
________________________________________________________
Signature of Shareholder(s)
Dated:__________________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 53
PROXY
BARTLETT MANAGEMENT TRUST
BARTLETT CASH RESERVES FUND
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER ____, 1995
The undersigned shareholder of Bartlett Cash Reserves Fund (the "Fund") hereby
revokes any proxies previously given and appoints Dale H. Rabiner, James B.
Reynolds and James M. Miller, or any one of them, the undersigned's attorneys
and proxies with full power of substitution to represent and to vote all shares
of beneficial interest of the Fund which the undersigned is entitled to vote,
at the Special Meeting of the Shareholders of Bartlett Management Trust to be
held on December ___, 1995, and at any adjournment of the meeting (the
"Meeting"), and Dale H. Rabiner, James B. Reynolds and James M. Miller are
instructed to vote as indicated on the matters referred to in the Proxy
Statement for the Meeting, and are authorized to vote and act in their or his
discretion on any other matter that may come before the Meeting or any
adjournment thereof.
______________________________________________________________________________
Item 1. ___ FOR ___ AGAINST ___ ABSTAIN APPROVAL OF THE NEW
INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST
AND BARTLETT & CO. WITH RESPECT TO THE BARTLETT
CASH RESERVES FUND ON SUBSTANTIALLY THE SAME TERMS
AS THE CURRENT INVESTMENT ADVISORY AGREEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WILL BE VOTED
FOR PROPOSAL 1 UNLESS OTHERWISE INDICATED.
______________________________________________________________________________
The undersigned acknowledges receipt of the Notice of Special Meeting
of Shareholders and Proxy Statement dated November __ , 1995. Please sign
exactly as name appears on the label. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
________________________________________________________
________________________________________________________
Signature of Shareholder(s)
Dated:__________________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
