Supplement Dated January 2, 1996
to
Prospectus Dated August 1, 1995
of
Bartlett Value International Fund
Bartlett Basic Value Fund
Bartlett Fixed Income Fund
Bartlett Short Term Bond Fund
Bartlett Cash Reserves Fund
The Prospectus of the Bartlett Capital Trust, including
Bartlett Value International Fund, Bartlett Basic Value Fund,
Bartlett Fixed Income Fund and Bartlett Short Term Bond Fund and
Bartlett Management Trust, including Bartlett Cash Reserves Fund
(collectively, the "Bartlett Mutual Funds"), dated August 1, 1995
(the "Prospectus") is hereby amended and supplemented as
follows:
On January 2, 1996, Bartlett & Co., the investment adviser
to the Bartlett Mutual Funds (the "Advisor"), became a wholly-
owned subsidiary of Legg Mason, Inc. ("Legg Mason"). Legg Mason
is a holding company that provides brokerage, investment
advisory, corporate and public finance and commercial mortgage
banking services to individuals, institutions, corporations and
municipalities through its wholly-owned subsidiaries.
The investment objectives and policies and investment
management of the Bartlett Mutual Funds will not be affected by
the change in ownership of the Advisor. However, the transaction
has resulted in certain initial operating and administrative
changes, and is expected to result in additional changes in
coming months, requiring the updating of certain information in
the Prospectus.
There are several changes in the information provided at
pages 16 and 17 of the Prospectus, under the heading "Trustees
and Officers." Mr. Rabiner has resigned as a Trustee of
Bartlett Management Trust and Mr. Reynolds has resigned as a
Trustee of Bartlett Capital Trust. Their resignations as
Trustees were tendered solely to satisfy the requirements of
Section 15(f) of the Investment Company Act of 1940. The
information with respect to Mr. Rabiner at page 23 of the
Prospectus, under the heading "Operation of the Trusts -- The
Bartlett Mutual Funds Portfolio Managers," is modified only to
the extent that Mr. Rabiner is no longer a Trustee of Bartlett
Management Trust. Messrs. Rabiner and Reynolds remain as
officers of the respective Trusts, and both remain as employees
of the Advisor. Ms. Hard, Mr. Lummanick and Mr. Schlachter are
not expected to remain as officers of the Trusts or employees of
the Advisor. The Trusts' Boards of Trustees will determine who,
if anyone, will succeed them in their respective positions with
the Trusts.
At page 18 of the Prospectus, under the heading "Purchase of
Shares -- Initial Investments by Wire," wire instructions will
change. Beginning February 1, 1996, wire transfers to the
Bartlett Mutual Funds must be wired to:
Northern Trust Company
Chicago, Illinois 60675
ABA # 0710-0015-2
A/C #57711 Legg Mason Wood Walker, Incorporated
At page 20 of the Prospectus, under the heading "Redemption
of Shares -- By Mail", effective January 12, 1996, redemption
requests by mail should be sent to: Bartlett Mutual Funds, c/o
Legg Mason Funds Processing, P.O. Box 1476, Baltimore, MD 21203-
1476. Although such requests will be accepted by the Bartlett
Mutual Funds in Cincinnati, processing delays may occur if such
requests are sent to the Cincinnati address contained in the
Prospectus.
At pages 22 and 23 of the Prospectus, under the heading
"Operation of the Trusts -- The Advisor", Bartlett & Co. is no
longer the oldest independent registered investment advisor in
the United States. The terms of the investment advisory
contracts between the Trusts and the Advisor with respect to all
five Bartlett Mutual Funds remain substantially the same, other
than their termination dates. The assignments of the investment
advisory contracts resulting from the change in ownership of the
Advisor were approved by the shareholders of each Fund on
December 28, 1995.
The Prospectus provides at page 23 that portfolio
transactions for the Bartlett Mutual Funds may be placed with the
Advisor, and that any Fund may pay brokerage commissions to any
broker that is an affiliate of the Advisor. The Advisor and Legg
Mason have informed the Trusts that they have not entered into
any arrangement whereby any Legg Mason affiliate, including the
Advisor, will be entitled to effect portfolio transactions for
any of the Funds. In addition, no portfolio transactions will be
effected for any Fund by the Advisor or any other affiliate of
Legg Mason for a period of two years following the change in
ownership of the Advisor, unless the Board of Trustees of a
Trust, including a majority of the disinterested Trustees of such
Trust, approves the engagement of a Legg Mason affiliate to
effect such transaction.
The Boards of Trustees of the Trusts have approved the
appointment of State Street Bank and Trust Company ("SSB") as the
new custodian for the Trusts, effective February 1, 1996.
Similarly, the Boards of Trustees of the Trusts have approved the
appointment of Boston Financial Data Services, Inc., a subsidiary
of SSB ("BFDS"), as the Transfer Agent for the Bartlett Mutual
Funds. The address of BFDS is 2 Heritage Drive, North Quincy,
Massachusetts 02171. Prior to that appointment, the Advisor had
served in that capacity. In addition, the Boards of Trustees of
the Trusts have determined that certain other services previously
provided by the Advisor, including furnishing the Trusts with
office space and executive and other necessary personnel,
supervison of all aspects of each Fund's operations, bearing the
expense of certain informational and purchase and redemption
services to each Fund's shareholders, arranging and paying for
the periodic updating of prospectuses, proxy materials, tax
returns and reports to shareholders and regulatory agencies, and
reporting regularly to the Trusts' officers and Trustees, will be
provided by SSB, BFDS or Legg Mason Wood Walker, Incorporated, a
wholly-owned subsidiary of Legg Mason ("LMWW"). For such
administrative services, it is estimated that BFDS and LMWW will
be paid approximately $225,000 yearly by the Advisor from its
advisory fee revenues. It is anticipated that such services will
be provided by these parties beginning in January 1996.
Note: This Supplement must accompany the delivery of all
prospectuses on or after January 2, 1996.
