As filed with the Securities and Exchange Commission on March 31, 1997.
1933 Act File No. 02-80648
1940 Act File No. 811-03613
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-lA
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No: [ ]
Post-Effective Amendment No: 22 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No: 22
BARTLETT CAPITAL TRUST
(formerly Midwest Group Capital Trust)
(Exact Name of Registrant as Specified in Charter)
36 East Fourth Street, Cincinnati, Ohio 45202
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (513) 621-4612
Copies to:
MARIE K. KARPINSKI DONALD S. MENDELSOHN
7 East Redwood Street Brown, Cummins & Brown, Co. LPA
Baltimore, Maryland 21202 3500 Carew Tower
(Name and Address of 441 Vine Street
Agent for Service) Cincinnati, Ohio 45202
It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to Rule 485(b)
[ ] on , 1996 pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(i)
[ ] on , 1996 pursuant to Rule 485(a)(i)
[ ] 75 days after filing pursuant to Rule 485(a)(ii)
[ ] on , 1996 pursuant to Rule 485(a)(ii)
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the Investment
Company Act of 1940 and filed the notice required by such Rule for its most
recent fiscal year on May 30, 1996.
<PAGE>
BARTLETT CAPITAL TRUST
CALCULATION OF REGISTRATION FEE
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
Shares of 781,821 $13.68* $10,695,311 $0**
Beneficial
Interest
*The Proposed Maximum Offering Price Per Unit is the net asset value per share
for Bartlett Value International Fund in effect on March 27, 1997.
**Calculation of the proposed maximum aggregate offering price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During its
fiscal year ended March 31, 1996, Registrant redeemed or repurchased
15,423,947 shares of beneficial interest. During its current fiscal year,
Registrant used 14,642,126 of the shares it redeemed or repurchased during its
fiscal year ended March 31, 1996 for a reduction pursuant to paragraph (c) of
Rule 24f-2 under the Investment Company Act of 1940. Registrant is using this
post-effective amendment to register the remaining 781,821 shares redeemed or
repurchased during its fiscal year ended March 31, 1996. During its current
fiscal year Registrant has filed no other post-effective amendments for the
purpose of the reduction pursuant to paragraph (a) of Rule 24e-2.
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Bartlett Capital Trust,
certifies that it meets all the requirements for effectiveness in this Post-
Effective Amendment No. 22 to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Baltimore and State of Maryland, on the 27th day of
March, 1997.
Bartlett Capital Trust
By:/s/Dale H. Rabiner*
Dale H. Rabiner*
Chairman of the Board
Pursuant to the requirement of the Securities Act of 1933, this Post-
Effective Amendment No. 22 to the Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated:
Signature Title Date
/s/Dale H. Rabiner* Chairman of the Board,
Dale H. Rabiner* President and Trustee March 27, 1997
/s/Lorrence T. Kellar* Trustee March 27, 1997
Lorrence T. Kellar*
/s/Alan R. Schriber* Trustee March 27, 1997
Alan R. Schriber*
/s/William P. Sheehan* Trustee March 27, 1997
William P. Sheehan*
/s/Marie K. Karpinski Vice President March 27, 1997
Marie K. Karpinski and Treasurer
*Signatures affixed by Marie K. Karpinski pursuant to powers of attorney dated
May 6, 1996 incorporated herein by reference to Post-Effective Amendment No.
21, filed May 31, 1996.
March 27, 1997
Bartlett Capital Trust
36 East Fourth Street
Cincinnati, Ohio 45202
Gentlemen:
This letter is in response to your request for our opinion in connection
with the filing of Post-Effective Amendment No. 22 to the Trust's Registration
Statement.
We have examined a copy of (a) the Trust's Agreement and Declaration of
Trust and amendments thereto, (b) the Trust's By-Laws and amendments thereto,
and (c) all such agreements, certificates of public officials, certificates of
officers and representatives of the Trust and others, and such other documents,
papers, statutes and authorities as we deem necessary to form the basis of the
opinion hereinafter expressed. We have assumed the genuineness of the
signatures on original documents submitted by us, the conformity to executed
documents of all unexecuted copies submitted to us and the conformity to the
original of all copies submitted to us as conformed or copied documents.
Insofar as the opinions contained herein involve matters of laws of the
Commonwealth of Massachusetts, they are based solely on the opinion of Brown,
Rudnick, Freed & Gesmer, a copy of which is attached hereto.
Based on the foregoing, we are of the opinion that the shares of the Trust,
which are registered pursuant to the Amendment, if issued in accordance with the
Prospectuses and Statements of Additional Information of the Trust, will be
legally issued, fully paid and non-assessable.
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to the Amendment referred to
above.
Very truly yours,
BROWN, CUMMINS & BROWN CO., L.P.A.
BCB:tms
[LETTERHEAD OF BROWN, RUDNICK, FREED & GESMER]
March 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: Bartlett Capital Trust
Post-Effective Amendment No. 22
Gentlemen:
We have been requested to render an opinion in connection with the filing
by Bartlett Capital Trust (the "Trust") of Post-Effective Amendment No. 22 (the
"Amendment") to the Trust's Registration Statement on Form N-1A. The Amendment
registers 781,821 shares (the "Shares") of beneficial interest, which have not
been designated to any particular series (each a "Fund") of the Trust under the
Securities Act of 1933, as amended.
We invite your attention to the fact that we have been retained as special
counsel to the Trust for the purpose of advising the Trust on Massachusetts law
and do not represent it generally.
In connection with this opinion, we have examined (i) a copy of the
Agreement and Declaration of Trust dated October 31, 1982 establishing the Trust
under the name MGF Equity Trust and the amendments to the Agreement and
Declaration of Trust through Amendment No. 7 dated March 19, 1997, (ii) the
Trust's By-laws, as amended through July 13, 1984, (iii) a certificate of the
Secretary of the Trust dated May 28, 1996 as to the absence of any changes in
the By-laws of the Trust since July 13, 1984, (iv) a certificate of the
Secretary of the Trust dated May 28, 1996 as to votes adopted by the Trustees
on May 6, 1996, (v) a certificate of good standing of the Trust dated March 27,
1997 from the Secretary of the Commonwealth of Massachusetts. We have also
relied upon oral representations of the Secretary of the Trust on March 27,
1997 as to the absence of certain changes since May 28, 1996.
For purposes of this opinion, we have assumed (i) the legal capacity of
each natural person, (ii) the genuineness of each signature on and the
completeness of each document submitted to us as an original, (iii) the
conformity to the original of each document submitted to us as a copy, and (iv)
the authenticity of the original of each document submitted to us as a copy and
(v) that all official public records searched are accurate and complete.
Based upon and subject to the foregoing, we are of the opinion that the
Shares being registered pursuant to the Amendment, if sold in accordance with
the terms of the Trust's
<PAGE>
Securities and Exchange Commission
March 28, 1997
Page 2
Prospectus and Statement of Additional Information under the Securities Act of
1933 in effect at the time of sale for the applicable Fund, will be legally
issued, fully paid and non-assessable by the Trust.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Amendment.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: Brown, Rudnick, Freed &
Gesmer, P.C., a partner
By: /s/David H. Murphree
David H. Murphree, duly
authorized
DHM/SRL/clm
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