FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Bartlett Capital Trust, 36 East Fourth Street, Cincinnati,
Ohio 45202-3896
2. Name of each series or class of funds for which this notice is filed:
Bartlett Basic Value Fund
Bartlett Value International Fund
3. Investment Company Act File Number: 811-3613
Securities Act File Number: 02-80648
4. Last day of fiscal year for which this notice is filed: March 31, 1997
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
Number: 4,011,652
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule
24f-2:
Number: 781,821
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 6,580,623.076
Sale Price: $97,965,786.66
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 6,580,623.076
Sale Price: $97,965,786.66
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7): N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $97,965,786.66
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): N/A
(iii) Aggregate price of shares redeemed or repurchased during
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the fiscal year (if applicable): $(97,965,786.66)
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable): 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see instruction
C.6): n/a
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
n/a
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the the
close of the issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/ Marie K. Karpinski
Marie K. Karpinski
Vice President and Treasurer
Date May 27, 1997
[BROWN, CUMMINS & BROWN CO., L.P.A. letterhead]
May 30, 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 Form 24F-2 for the Trust for the fiscal year ended March 31, 1997.
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 upon the foregoing, we are of the opinion that the shares of the
Trust, the registration of which the Form makes definite in number, if issued
in accordance with the Prospectuses and Statements of Additional Information
of the Trust, were 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 Form referred to
above.
Very truly yours,
/s/Brown, Cummins & Brown Co., L.P.A.
BROWN, CUMMINS & BROWN CO., L.P.A.
BCB/jh
[LOGO AND LETTERHEAD OF BROWN, RUDNICK, FREED & GESMER]
May 30, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Bartlett Capital Trust
Rule 24f-2 Notice
Gentlemen:
We have been requested to render an opinion in connection with the
filing by Bartlett Capital Trust (the "Trust") of a Rule 24f-2 Notice with
respect to the fiscal year ended March 31, 1997 for the shares of beneficial
interest ("Shares") of the four series of the Trust established and designated
as the Value International Fund, the Basic Value Fund, the Fixed Income Fund
and the Short Term Bond Fund (each a "Fund" and collectively the "Funds").
Reference is made to paragraph 10 of such Notice, wherein the Trust
reports that $97,965,786.66 of Shares of the Funds were sold during the fiscal
year ended March 31, 1997 in reliance upon registration under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.
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 23, 1997 as the the absence of any changes in
the Agreement and Declaration of Trust and By-laws of the Trust since the
dates indicated above, (iv) the Rule 24f-2 Notice in the form in which it is
being filed, (v) a certificate of the Secretary of the Trust dated May 23,
1997 as to votes adopted by the Trustees on May 5, 1997, (vi) the Prospectus
for the Fund dated August 1, 1996, and (vii) a certificate of good standing of
the Trust dated May 29, 1997 from the Secretary of State of the Commonwealth
of Massachusetts.
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Securities and Exchange Commission
May 30, 1997
Page 2
For the 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,
(iv) the authenticity of the original of each document submitted to us as a
copy, and (v) the accuracy, completeness and proper indexing of all govern-
mental records.
Based upon and subject to the foregoing, and assuming that the
outstanding Shares of the Funds were sold in accordance with the terms of the
Trust's Prospectus under the Securities Act of 1933 in effect at the time of
sale for the applicable Funds, we are of the opinion that the outstanding
Shares of the Funds, the registration of which the Notice makes definite in
number, were validly issued, and are 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 Notice.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER, P.C.
By: Brown, Rudnick, Freed & Gesmer, P.C.,
a partner
By: /s/ David H. Murphree
David H. Murphree, duly authorized
DHN/SRL/clm
