SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BARTLETT CAPITAL TRUST
(formerly Midwest Group Capital Trust)
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<TABLE>
<S> <C>
BARTLETT & CO.
REGISTERED INVESTMENT ADVISORS 36 East Fourth Street
Cincinnati, Ohio 45202-3896
513/621-4612
800/800-4612
Fax 513/621-6462
</TABLE>
May 30, 1997
Dear Shareholder:
Your Board of Trustees is recommending a number of proposals designed to
improve the management and operations of Bartlett Capital Trust ("Trust").
First, we are pleased to nominate several new trustees for an expanded Board of
Trustees, including a senior executive of Legg Mason and five additional
nominees who will provide us with an enhanced global perspective.
Second, we have re-designed the distribution system in place for the Funds
to provide improved shareholder services and attract new assets to the Funds.
Most significantly, the Board is proposing that each Fund offer three classes of
shares, each targeted to a separate distribution channel. We are excited about
this new system, which we believe represents a more flexible way to offer Fund
shares. We hope that it will help the Funds grow and enjoy benefits that may
result from positive cash flow and from economies of scale, which could mean
lower expenses. We also propose changes to the investment management and
distribution arrangements for each Fund. Under these proposals, all current
shareholders will have their shares redesignated as Class A shares and will
continue to participate in the same investment product as before at a lower
expense level, as more fully described in the proxy statement. All current
shareholders will continue to be able to purchase shares without front-end sales
charges. All of these proposals, along with the ratification of the Trust's
accountants for fiscal 1998, are described fully in the attached proxy
statement.
Your vote is important to us, no matter how many shares you own. We have
retained Shareholder Communications Corporation, a professional proxy
solicitation firm, to assist shareholders in the voting process. If we have not
received your vote as the meeting date approaches, you may receive a telephone
call from them reminding you to exercise your right to vote.
Thank you for your continuing investment in the Funds. The trustees of the
Trust recommend that you approve each of the proposals presented. If you have
any questions concerning any of the proposals to be considered at the meeting,
please contact Kathi Bair at 1-800-800-3609. Your comments and questions are
always welcome.
Sincerely yours,
/s/ Dale H. Rabiner
_________________________
Dale H. Rabiner
Chairman of the Board
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BARTLETT CAPITAL TRUST:
BARTLETT BASIC VALUE FUND
BARTLETT VALUE INTERNATIONAL FUND
36 EAST FOURTH STREET
CINCINNATI, OHIO 45202
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 15, 1997
To The Shareholders:
A special meeting of shareholders ("Meeting") of Bartlett Capital Trust
("Trust"), consisting of Bartlett Basic Value Fund and Bartlett Value
International Fund (each, a "Fund"), will be held on July 15, 1997 at 10:00
a.m., Eastern time, at 36 East Fourth Street, Cincinnati, Ohio 45202, for the
purpose of considering the following proposals, all as described in the
accompanying proxy statement:
1. To elect ten members of the Board of Trustees to serve indefinite terms
until their successors are duly elected and qualified;
2. To approve amendments to the Trust's Declaration of Trust which would
clarify that the Board of Trustees may create separate classes of
shares;
3. To consider new investment management and distribution arrangements,
which proposal would include the following:
a. Approving a new Investment Management Agreement between the Trust
and Bartlett & Co. relating to each Fund; and
b. Approving a Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, relating to each Fund;
4. To ratify the selection of Coopers & Lybrand L.L.P. as the independent
accountants for the Trust for each Fund's fiscal year ending March 31,
1998; and
5. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
You are entitled to vote at the Meeting and any adjournment thereof if you
owned shares of a Fund at the close of business on May 23, 1997. Whether or not
you intend to attend the Meeting in person, you may vote in any one of the
following three ways:
1. Vote, sign, date and return the enclosed proxy card in the enclosed
postage-paid envelope; or
2. Vote by telephone by calling Shareholder Communications Corporation
("SCC") toll-free at 1-800-733-8481, Ext. 470 from 9:00 a.m. to 8:00
p.m. (Eastern time) (a confirmation of your telephone vote will be
mailed to you); or
3. Vote, sign, date and fax the enclosed proxy card to SCC at
1-800-733-1885.
By Order of the Board of Trustees,
/s/ Kathi D. Bair
_________________________________
Kathi D. Bair
SECRETARY
May 30, 1997
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date and
sign the card, and return it in the envelope provided. IF YOU SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL
BE VOTED "FOR" THE PROPOSALS NOTICED ABOVE. In order to avoid the additional
expense of further solicitation, we ask your cooperation in mailing your proxy
card promptly. Unless proxy cards submitted by corporations and partnerships are
signed by the appropriate persons as indicated in the voting instructions on the
proxy card, they will not be voted.
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<PAGE>
BARTLETT CAPITAL TRUST:
BARTLETT BASIC VALUE FUND
BARTLETT VALUE INTERNATIONAL FUND
36 EAST FOURTH STREET
CINCINNATI, OHIO 45202
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JULY 15, 1997
This proxy statement is being furnished to the shareholders of Bartlett
Capital Trust ("Trust"), consisting of Bartlett Basic Value Fund ("Value Fund")
and Bartlett Value International Fund ("International Fund") (each, a "Fund" and
collectively, the "Funds"), in connection with a solicitation of proxies by and
on behalf of the Trust's Board of Trustees for use at a special meeting of the
shareholders of the Trust, to be held on July 15, 1997 at 10:00 a.m., Eastern
time, at 36 East Fourth Street, Cincinnati, Ohio 45202, or any adjournment or
adjournments thereof (collectively, the "Meeting").
The proxies named in the enclosed form of proxy will vote in accordance
with your direction when it is returned properly executed. If you sign, date and
return the form of proxy but give no voting instructions, your shares will be
voted in favor of the ten nominees for trustees named herein; in accordance with
the recommendation of your Board of Trustees as to all other proposals; and, at
the discretion of the proxy holders, on any other matter that may properly have
come before the Meeting. You may revoke your form of proxy by giving another
proxy or by letter directed to the Trust showing your name and account number.
Such revocation, to be effective, must be received prior to the Meeting. In
addition, if you attend the Meeting in person you may, if you wish, vote by
ballot at the Meeting, thereby canceling any proxy previously given.
As of the record date, May 23, 1997, the Trust had 12,371,786 shares of
beneficial interest outstanding, consisting of 6,249,114 shares of Value Fund
and 6,122,672 shares of International Fund. FirstCinco PT, Cincinnati, Ohio,
owned 13.57% of International Fund's outstanding shares as of the record date.
Management does not know of any other person who owned beneficially 5% or more
of a Fund's outstanding shares on the record date. The solicitation of proxies
will occur primarily by mail but also may include telephone or oral
communications by regular employees of Bartlett & Co. ("Bartlett") or by
Shareholder Communications Corporation, a third-party proxy solicitor. The costs
of such solicitation, estimated at $10,000, will be borne by Bartlett.
Shareholders of record on the record date are entitled to one vote for each
share held and fractional votes for fractional shares held.
The presence in person or by proxy at the Meeting of the owners of a
majority of the shares entitled to vote is required for a quorum. If a quorum is
not present at the Meeting, or if a quorum is present at the Meeting but
sufficient votes to approve any of the proposals 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 those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote FOR any such proposal in favor of such an adjournment,
and will vote those proxies required to be voted AGAINST any such proposal
against 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 and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and the broker does not have discretionary voting
authority. Abstentions and broker non-votes will be counted as shares present
for purposes of determining whether a quorum is present but will not be voted
for or against any adjournment or proposal. Accordingly, abstentions and broker
non-votes effectively will be a vote against adjournment and against any
proposal, because the required vote is a percentage of the shares present or
outstanding.
A copy of the Funds' annual report for the fiscal year ended March 31,
1997, containing financial and other information, accompanies this proxy
statement. The proxy statement, along with the Notice of Meeting, proxy card(s)
and annual report, will first be mailed to shareholders on or about June 2,
1997.
1
<PAGE>
A shareholder receiving this proxy statement may hold shares in one or both
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 respect to all shares owned in each of the Funds.
INTRODUCTION
The Trust's Board of Trustees recommends that shareholders approve each of
the proposals discussed below. First, the Board of Trustees has nominated
several new trustees for an expanded Board of Trustees, including a senior
executive of the Legg Mason mutual funds and five additional nominees, many with
extensive international experience. The Board of Trustees believes that the
election of the recommended nominees and the expansion of the Board will create
a diverse group of Board members with an enhanced global perspective. The
background and experience of each nominee as well as additional information
relating to this proposal is set forth in Proposal 1.
Second, on April 4, 1997, following a series of meetings, the Board of
Trustees, including a majority of those trustees who are not "interested
persons" (as that term is defined under the Investment Company Act of 1940
("1940 Act")) of the Trust or of Bartlett, the Funds' investment manager
("independent trustees"), considered and approved a number of changes to the
capital and operating structure of the Funds. Bartlett recommended these changes
to the Board in order to provide improved shareholder services and to attract
new shareholders and assets to the Funds. Most significantly, the Board approved
a proposal that each Fund offer three classes of shares, each targeted to a
separate distribution channel, pursuant to a multiple class plan ("Plan"). At
the April 4 meeting, the Board and the independent trustees determined that
adoption of the Plan would be in the best interests of each class individually,
once established, and of each Fund as a whole.
Under the Plan, each Fund will offer three classes of shares to the general
public -- Class A, Class C and Class Y. All current Fund shareholders will have
their shares redesignated as Class A shares; certain current shareholders who
are eligible will then have those Class A shares exchanged for Class Y shares
without the imposition of any sales charge. Each class will have essentially the
same rights and privileges as each other class of shares, and each class will
represent interests in the same assets of a Fund. It is anticipated that the
classes of shares will differ as follows: (1) if plans of distribution are
approved with respect thereto, Class A and Class C shares, unlike Class Y
shares, will bear certain fees under those plans and have exclusive voting
rights on matters pertaining to those plans; (2) Class A shares, unlike Class C
and Class Y shares, will be subject to an initial sales charge (although all
shareholders of Class A shares at the time of conversion to the multiple class
structure will be able to purchase additional Class A shares without being
subject to a sales charge); (3) Class A and Class C shares will be subject to a
contingent deferred sales charge ("CDSC") upon certain redemptions; and (4) each
class might bear differing amounts of certain class-specific expenses. Each
share of each class of a Fund will be entitled to participate equally in
dividends and other distributions and the proceeds of any liquidation, except
that, due to the differing expenses to be borne by the three classes, such
distributions and proceeds are likely to be higher for the Class A and Class Y
shares than for the Class C shares. Dividends on each class also might be
affected differently by the allocation of other class-specific expenses.
The principal features of each of the three classes are described below.
Complete information concerning each class of shares and its features will be
provided in the Funds' prospectuses and statement of additional information.
CLASS A SHARES. Class A shares of each Fund generally will be offered and
sold with an initial sales charge which will vary with the amount purchased,
and, if Proposal 3 is approved, will be subject to a service fee at an annual
rate of 0.25% of the average daily net assets of that class. Existing
shareholders who maintain continuously their Class A share account in a Fund
will be able to purchase additional Class A shares of that Fund at the then
current net asset value without imposition of an initial sales charge. The
initial sales charge may be waived for certain eligible purchasers and reduced
for certain other eligible purchasers. The sales charge schedule, which may be
changed from time to time, is currently expected to be as follows:
2
<PAGE>
SALES CHARGE SCHEDULE
<TABLE>
<CAPTION>
SALES CHARGE AS A SALES CHARGE AS A
PERCENTAGE OF PERCENTAGE OF NET AMOUNT
AMOUNT OF PURCHASE OFFERING PRICE INVESTED
------------------ ------------------ ------------------------
<S> <C>
Up to $24,999..................... 4.75% 4.99%
$25,000 to $49,999................ 4.50% 4.71%
$50,000 to $99,999................ 4.00% 4.17%
$100,000 to $249,000.............. 3.50% 3.63%
$250,000 to $499,999.............. 2.50% 2.56%
$500,000 to $999,999.............. 2.00% 2.04%
$1 million or more................ 0.00%* 0.00%
</TABLE>
* A CDSC of 1% of the shares' net asset value at the time of purchase or
sale, whichever is less, may be charged on redemptions of shares purchased
pursuant to the front-end sales charge waiver for purchases of $1 million or
more made within one year of the purchase date.
CLASS C SHARES. Class C shares of the Funds will be sold with no initial
sales charge but will be charged distribution and service fees at an annual rate
of 1.00% of the average daily net assets of that class pursuant to a plan of
distribution adopted pursuant to Rule 12b-1 of the 1940 Act. A CDSC of 1% of net
asset value at the time of purchase or sale, whichever is less, may be charged
on redemptions of Class C shares within one year of the purchase date.
CLASS Y SHARES. Class Y shares, which will only be of limited availability,
will be sold without an initial sales charge, CDSC or any distribution or
service fees. It is expected that shareholders eligible to purchase Class Y
shares will include: (i) advisory clients of Bartlett that are employee benefit
or retirement plans, other than individual retirement accounts and self-employed
individual retirement plans; (ii) retirement plans having net assets of at least
$10 million, (iii) purchasers of $5 million or more and (iv) participants in
certain wrap fee investment advisory programs that are currently or in the
future sponsored by Bartlett and that may invest in the Bartlett Funds, provided
that shares are purchased through or in connection with those programs. As
noted, those current Fund shareholders who meet the eligibility requirements
will have their Class A shares exchanged for Class Y shares without charge.
In addition, under the Plan, Class A, Class C and Class Y shares of each
Fund may be exchanged for shares of the corresponding class of the other
Bartlett mutual funds or for shares of Legg Mason Cash Reserve Trust, a money
market fund, or may be acquired through an exchange of shares of the
corresponding class of other Bartlett mutual funds or for shares of Legg Mason
Cash Reserve Trust.
It is anticipated that, assuming unchanged asset levels and taking into
account voluntary fee waivers, all current Fund shareholders will be subject to
lower total operating expenses as a percentage of net assets than those they
currently experience following the implementation of the new multiple class
system, at least through July 31, 1998. Thereafter, the total operating expense
level of each Fund will depend on its asset level and actual expenses.
In evaluating and adopting the proposed Plan, the Board considered several
factors, including that implementing the Plan would (i) enable investors to
choose the purchasing option best suited to their individual situation, thereby
encouraging current shareholders to make additional investments in the Funds and
attracting new investors and assets to the Funds to the benefit of each Fund and
its shareholders; (ii) facilitate distribution of each Fund's shares; and (iii)
enhance the competitive position of the Funds in relation to the many other
funds that have implemented similar multiple class distribution arrangements.
The Board stated its belief that by providing investors with more choices as to
how they purchase shares, more investment dollars will potentially be brought
into each Fund. This, in turn, will benefit the holders of all three classes of
each Fund by facilitating the management of each Fund's investments and by
potentially reducing each Fund's overall operating expense ratio through
economies of scale.
In order to implement the new multiple class system, the Board recommends
that the Trust's shareholders approve amendments to the Trust's Declaration of
Trust that would clarify that each series of the Trust (including the Funds) may
offer multiple classes of shares with differing features. These amendments are
discussed in Proposal 2. Implementation of the Plan is contingent upon
shareholder approval of Proposal 2. To the same end, the Board recommends that
each Fund's shareholders approve a new investment management agreement and
approve the proposed plan of distribution authorizing the payment of a separate
distribution and service fee for Class A shares. These proposals are the subject
of Proposal 3. The Board also recommends that Trust shareholders approve
Proposal 4 and ratify the selection of the Trust's independent accountants for
each Fund's current fiscal year.
3
<PAGE>
Finally, at its February 24, 1997 meeting, the Board of Trustees, including
the independent trustees, considered and approved an Agreement and Plan of
Reorganization and Termination under which Bartlett Europe Fund ("Europe Fund"),
a newly organized series of the Trust, would acquire the assets of Worldwide
Value Fund, Inc. ("Worldwide Value"), a closed-end investment company, in
exchange for Class A shares of beneficial interest in Europe Fund and the
assumption by Europe Fund of Worldwide Value's liabilities. Europe Fund was
created to enable Worldwide Value to convert to an open-end investment company.
Worldwide Value shareholders approved the transaction at a meeting held on April
30, 1997. If the proposed reorganization is implemented (a closing in late July
of this year is anticipated), Europe Fund would become the third operating
series of the Trust. Shareholders of each series, including the Funds, will have
full exchange privileges for the other series. The Worldwide Value
reorganization is referenced in connection with a number of the proposals
addressed in this proxy statement.
PROPOSAL 1. ELECTION OF TRUSTEES
The Board of Trustees has decided to fill two existing vacancies and to
further expand its membership and, accordingly, has nominated the ten
individuals identified below for election to the Board at the Meeting. The ten
trustees elected will constitute the entire Board of Trustees, each trustee to
hold office until his successor is selected and qualified. Unless you give
contrary instructions in the form of proxy, your proxy will be voted for the
election of the ten nominees. Each of the nominees has indicated his willingness
to serve if elected. If any of the nominees should withdraw or otherwise become
unavailable for election due to events not now known or anticipated, unless the
Board reduces the number of trusteeships, the proxies will vote for such other
nominee or nominees as the Board may recommend.
The addition of trustees with extensive international experience and the
expansion in the number of trustees reflects the Board's belief that a larger
membership with an enhanced global perspective will benefit the Funds and their
shareholders. International Fund currently invests primarily in foreign equity
securities. The Trust's newly organized Europe Fund series will normally invest
primarily in equity securities of European issuers. Thus, two of the three
operating series of the Trust will invest primarily in foreign securities. In
addition to an enhanced global perspective, the Board believes that the election
of the nominees, by virtue of their distinguished careers in business and
finance, would bring other valuable expertise to the Board.
Four of the nominees are currently trustees of the Trust. Mr. Schriber has
acted as trustee of the Trust since it began operations in 1982. Mr. Sheehan has
acted as trustee since June 1985. Messrs. Rabiner and Kellar have acted as
trustees of the Trust since November 1989. The additional six nominees, Messrs.
Campbell, Cashman, Deegenaar, Grant, Swindells, and Ysenburg, are currently
directors of Worldwide Value. Mr. Cashman is also affiliated with Legg Mason,
Inc. ("Legg Mason").
The nominees for election, their ages and a description of their principal
occupations are listed in the table below. All trustees and officers of the
Trust as a group (eleven persons) owned beneficially 1.15% and 1.17% of the
shares outstanding of Value Fund and International Fund, respectively, at April
21, 1997. This includes shares shown in the following table and notes thereto.
<TABLE>
<CAPTION>
SHARES OWNED SHARES OWNED
BENEFICIALLY IN BENEFICIALLY IN
BUSINESS EXPERIENCE DURING PAST VALUE INTERNATIONAL
NOMINEE (AGE) FIVE YEARS; OTHER DIRECTORSHIPS FUND (1) FUND (1)
------------- ------------------------------- ---------------- ---------------
<S> <C>
A. John W. Campbell (50) Nominee. Director of Campbell Lutyens & Co. Ltd (U.K. -0- -0-
investment banking firm) since 1988; Director of Beradin
Holdings, PLC (agricultural holding company) (U.K.);
Director of Worldwide Value Fund, Inc.
Edmund J. Cashman, Jr.* (60) Nominee. Senior Executive Vice President and Director of -0- -0-
Legg Mason Wood Walker, Incorporated; Director of Legg
Mason Tax Exempt Trust, Inc.; Vice Chairman of Legg
Mason Income Trust, Inc.; Trustee and President of Legg
Mason Tax-Free Income Fund; and Director of E.A.
Engineering, Science and Technology, Inc. (a
multidisciplinary environmental services company);
Director of Worldwide Value Fund, Inc.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED SHARES OWNED
BENEFICIALLY IN BENEFICIALLY IN
BUSINESS EXPERIENCE DURING PAST VALUE INTERNATIONAL
NOMINEE (AGE) FIVE YEARS; OTHER DIRECTORSHIPS FUND (1) FUND (1)
------------- ------------------------------- ---------------- ---------------
<S> <C>
Henri Deegenaar (61) Nominee. Independent Consultant; Investment Adviser to -0- -0-
Saint Honore Marche Emergents (French investment
company); Director of Guilbert SA (office supplies
distribution company) and OFREX (office supplies
distribution company) (UK); Director of Worldwide Value
Fund, Inc.; formerly President of Development and
Finance -- DEFI (French investment holding company)
1987-1991.
Ian F.H. Grant (57) Nominee. Managing Director of Glenmoriston Estates Ltd. -0- -0-
(Scottish holding company); Chairman of Pacific Assets
Trust PLC (U.K. investment company); Director of Royal
Bank of Scotland PLC, Royal Bank of Scotland Group PLC, P
Banco Santander SA, and a number of publicly owned
companies in Europe and the Far East; Director of
Worldwide Value Fund, Inc.
Lorrence T. Kellar (59) Trustee of Trust; Vice President -- Real Estate for 105(2) 2,240(2)
Kmart Corporation (a general merchandise retailer) since
May 1996; previously employed as Group Vice President ofp
Finance and Real Estate at The Kroger Co. (a food
retailer); Director of BT Office Products International,
Inc. and Director of Multi-Color Corporation (a producer
of printed labels).
Dale H. Rabiner* (45) Trustee of Trust; Senior Portfolio Manager and a 3,069(3) -0-
managing Director of Bartlett.
Alan R. Schriber (51) Trustee of Trust; President of ARS Broadcasting Corp. 3,737(2)(4) 3,539(2)
(owner and operator of radio stations).
William P. Sheehan (70) Trustee of Trust; Retired Chairman of the State of Ohio 2,085(2) 1,235(2)
Employment Relations Board; Trustee of Student Loan
Funding.
Charles J. Swindells (54) Nominee. Vice Chairman, U.S. Trust Company of the -0- -0-
Pacific Northwest (a non-depository trust company);
Founder of Capital Trust Company, which was merged into
U.S. Trust Company of New York in July of 1993;
Chairman, Oregon Public Broadcasting; Chairman of the
Board of Worldwide Value Fund, Inc.; formerly Trustee of
the Oregon Public Employee Pension Trust Fund.
Prinz Wolfgang E. Ysenburg Nominee. Director of Holland Fund (Dutch investment -0- -0-
(60) company); Director of Beteilingungsgesellschaft (German
investment company); Director of Profirent Investment
Fund; Director of Worldwide Value Fund, Inc.; formerly
Chairman of Unico Investment Fund Management Company,
S.A., Unico Equity Fund and Unico Financial Services,
S.A. (Luxembourg investment companies).
</TABLE>
* Messrs. Cashman and Rabiner are deemed to be "interested persons" of the Trust
as that term is defined in the 1940 Act because of their share ownership in Legg
Mason and associations with Legg Mason and Bartlett, respectively.
(1) All shares are owned as of April 21, 1997. For this purpose, "beneficial
ownership" is defined in the regulations under section 13(d) of the Securities
Exchange Act of 1934. The information is based on statements furnished to the
Trust by the nominees. Unless otherwise indicated, no trustee or officer
beneficially owned more than 1% of the shares outstanding.
(2) This total represents shares of a Fund for which the nominee has sole
investment and sole voting power.
(3) Indicates shares held in a retirement plan.
(4) Mr. Schriber disclaims beneficial ownership of 3,153 shares of the Fund
owned by his wife.
5
<PAGE>
The Board of Trustees met four times during the fiscal year ended March 31,
1997, and each trustee named above attended at least 75% of all the meetings of
the Board. The Trust does not have an Audit Committee, a Compensation Committee
or a Nominating Committee. The Board of Trustees nominates individuals for
election to the Board. Those trustees who are not affiliated with Bartlett or
Legg Mason are paid an annual fee of $2,000 and an attendance fee of $1,000 per
meeting of the Board plus travel and out-of-pocket expenses incurred in
connection with Board of Trustees' meetings.
The following table provides certain information relating to the
compensation of the Trust's trustees for the fiscal year ended March 31, 1997.
COMPENSATION TABLE
[CAPTION]
<TABLE>
AGGREGATE COMPENSATION TOTAL COMPENSATION FROM
NAME OF PERSON AND POSITION: FROM TRUST: TRUST COMPLEX*
---------------------------- ---------------------- ------------------
<S> <C>
Lorrence T. Kellar, Trustee $6,400 $8,000
Dale H. Rabiner, Chairman of the Board and Trustee $0 $0
Philip J. Ringo** $1,500 $1,500
Alan R. Schriber, Trustee $4,800 $6,000
William P. Sheehan, Trustee $4,800 $6,000
</TABLE>
* Prior to December 20, 1996, there were two registered investment companies in
the Bartlett mutual funds complex, the Trust and Bartlett Management Trust. The
latter is no longer in operation.
** Mr. Ringo resigned as trustee effective February 6, 1997.
OFFICERS
The executive officers of the Trust, their principal occupations and share
holdings in each Fund are as follows:
<TABLE>
<CAPTION>
NAME AND POSITION SHARES OWNED BENEFICIALLY SHARES OWNED BENEFICIALLY
WITH TRUST PRINCIPAL OCCUPATION IN VALUE FUND(1) IN INTERNATIONAL FUND(1)
----------------- -------------------- ------------------------- -------------------------
<S> <C>
Dale H. Rabiner, CFA, Senior Portfolio Manager and a 3,069(3) -0-
President Managing Director of Bartlett
James B. Reynolds, CFA Senior Portfolio Manager and a 5,180(2)(4) 11,302(3)
Vice President Managing Director of Bartlett
Marie K. Karpinski, CPA Treasurer of Legg Mason Fund -0- -0-
Vice President and Treasurer Adviser, Inc., Vice President
and Treasurer of registered
investment companies for which
Legg Mason Fund Adviser, Inc.
is investment adviser or
manager, and Vice President of
Legg Mason Wood Walker,
Incorporated
Madelynn M. Matlock, CFA Director of International 6,055(5) 12,621(6)
Vice President Equities for Bartlett
James A. Miller, Senior Portfolio Manager, 51,239(7) 37,830(8)
Vice President President and a Director of
Bartlett
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION SHARES OWNED BENEFICIALLY SHARES OWNED BENEFICIALLY
WITH TRUST PRINCIPAL OCCUPATION IN VALUE FUND(1) IN INTERNATIONAL FUND(1)
----------------- -------------------- ------------------------- -------------------------
<S> <C>
Thomas A. Steele, Vice President, Secretary and 2,796(9) 3,308(10)
Assistant Treasurer and Treasurer of Bartlett
Assistant Secretary
Woodrow H. Uible, CFA Senior Portfolio Manager of -0- -0-
Vice President Bartlett
Kathi D. Bair, Secretary Secretary, Assistant Treasurer -0- -0-
and Assistant Secretary of
registered investment
companies for which Legg Mason
Fund Adviser, Inc. is
investment adviser or manager
</TABLE>
(1) All shares are owned as of April 21, 1997. For this purpose, "beneficial
ownership" is defined in the regulations under section 13(d) of the Securities
Exchange Act of 1934. The information is based on statements furnished to the
Trust by the Trust's officers.
(2) This total represents shares of a Fund for which the officer has sole
investment and sole voting power.
(3) Indicates shares held in a retirement plan.
(4) Mr. Reynolds disclaims beneficial ownership of 5,162 shares of the Fund
owned by his wife.
(5) Ms. Matlock's total for the Fund includes 1,324 shares held in a retirement
plan, 342 shares for which she has shared voting and investment power and 4,389
shares for which she has sole voting and investment power. Ms. Matlock disclaims
beneficial ownership of 278 shares of the Fund owned by her husband.
(6) Ms. Matlock's total for the Fund includes 3,468 shares held in a retirement
account, 3,744 shares for which she has shared voting and investment power and
5,409 shares for which she has sole voting and investment power.
(7) Mr. Miller's total for the Fund includes 41,377 shares held in a retirement
account, 6,071 shares for which he has shared voting and investment power and
3,791 shares for which he has sole voting and investment power. Mr. Miller
disclaims beneficial ownership of 17,133 shares of the Fund owned by his wife
and children.
(8) Mr. Miller's total for the Fund includes 16,027 shares held in a retirement
account, 11,282 shares for which he has shared voting and investment power and
10,521 shares for which he has sole voting and investment power. Mr. Miller
disclaims beneficial ownership of 13,694 shares of the Fund owned by his wife
and children.
(9) Mr. Steele's total for the Fund includes 999 shares held in a retirement
account and 1,797 shares for which he has sole voting and investment power.
(10) Mr. Steele's total for this Fund includes 1,143 shares held in a retirement
account and 2,165 shares for which he has sole voting and investment power.
The address of each of the above-listed persons is 36 East Fourth Street,
Cincinnati, Ohio 45202, except for Marie Karpinski and Kathi Bair, whose
addresses are 7 East Redwood Street, Baltimore, Maryland 21202. No executive
officer of the Trust received compensation from the Trust for his or her service
as officer. All of the current executive officers of the Trust have served as
such since the Trust began operations in 1982, except for Ms. Karpinski and Ms.
Bair, who were both elected in February 1996.
Trustees may be elected by a vote of the holders of a plurality of the
shares present, by person or by proxy, at the Meeting. Shares of both Funds
shall be voted as a single class for purposes of Proposal 1.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 1.
7
<PAGE>
PROPOSAL 2. APPROVAL OF AMENDED AND RESTATED DECLARATION OF TRUST
Approval of the Amended and Restated Declaration of Trust (the "Amended
Declaration") for the Trust would clarify that its Board may create separate
classes of shares of any series of the Trust with differing features. The
proposed text of the Amended Declaration is set forth in Appendix A hereto. Each
class of shares established by the Board under the Amended Declaration would
have essentially the same rights, privileges and preferences as any other class
of shares within the same series, except that the Amended Declaration would
clarify that the Board is authorized to allocate expenses on a class-by-class
basis, declare and pay dividends and distributions that may vary among classes,
reduce the proceeds payable with respect to a particular class of shares upon
redemption and provide for voting on a class-by-class basis on matters that only
affect a particular class. This arrangement is common among many mutual funds
that provide for separate classes of shares.
The Amended Declaration would also make clear that the Board is authorized
to establish separate classes of shares of any series of the Trust at any time
(for Value Fund, International Fund, Europe Fund and for any future series). The
Board believes that it is in the interests of the Trust and its shareholders for
the Board to have this authority, and the flexibility to create separate classes
of shares when appropriate. As previously noted, creating separate classes of
shares allows the Board to offer Funds whose shares have different distribution
systems, for which differing sales charges and fees may be charged, and which
may enable the Trust to allocate certain expenses over a larger base of assets.
If the Amended Declaration is approved, all outstanding shares of each Fund on
the date the Amended Declaration is executed will be redesignated as Class A
shares.
Approval of Proposal 2 requires the affirmative vote of the holders of the
majority of the shares of the Trust entitled to vote at the Meeting. Shares of
both Funds shall be voted as a single class for purposes of Proposal 2. The
Amended Declaration would become effective upon adoption by the shareholders. If
it is not approved by the Trust's shareholders, the trustees will take such
action as they deem necessary or appropriate in the best interests of the
Trust's shareholders.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
PROPOSAL 3. APPROVAL OF NEW INVESTMENT MANAGEMENT AND DISTRIBUTION ARRANGEMENTS
In connection with the implementation of the multiple class system, the
Board has approved (i) a proposed Investment Management and Administration
Agreement ("Proposed Management Agreement") between the Trust (on behalf of each
Fund) and Bartlett, and (ii) a proposed Class A Plan of Distribution for each
Fund pursuant to Rule 12b-1 under the 1940 Act. The terms and conditions of the
Proposed Management Agreement and the proposed Class A Plan of Distribution,
which are attached to this proxy statement at Appendixes B and C, respectively,
are described below. Additional information about Bartlett is set forth in the
section of the proxy statement entitled "Additional Information About Bartlett &
Co." Additional information about the Trust's distributor, BFP Financial
Partners, Inc. ("BFP"), is set forth in the section of the proxy statement
entitled "Additional Information About BFP Financial Partners, Inc."
A. APPROVAL OF PROPOSED INVESTMENT MANAGEMENT AND ADMINISTRATION AGREEMENT
Under the terms of each Fund's current investment management agreement,
each Fund pays a management fee to Bartlett which covers investment advisory,
transfer agency, pricing, custodial and legal services, and general
administrative and other operating expenses. This type of "unitary fee"
arrangement is unlike that of most mutual funds. Under the terms of the Proposed
Management Agreement for each Fund, as explained below, Bartlett would be paid a
fee for investment advisory and administration services and each Fund would
separately contract and pay for the provision of other services. The proposed
arrangements are typical of those of most mutual funds.
If the proposed arrangements are approved, it is anticipated that, assuming
current asset levels are maintained and taking into account voluntary fee
waivers, all current Fund shareholders, regardless of whether they hold Class A
or Class Y shares, will be subject to total operating expenses as a percentage
of net assets lower than those they currently experience under the "unitary fee"
arrangements, at least through July 31, 1998. Thereafter, each Fund's total
operating expenses will depend on its asset level and actual expenses.
CURRENT INVESTMENT MANAGEMENT ARRANGEMENTS. The Funds' current investment
management arrangements are set forth in the Amended and Restated Management
Agreement, dated January 2, 1996, between the Trust (on behalf of Value Fund)
and Bartlett, and the Second Amended and Restated Management Agreement,
8
<PAGE>
also dated January 2, 1996, between the Trust (on behalf of International Fund)
and Bartlett (each, a "Current Agreement" and collectively, the "Current
Agreements"). The Current Agreements have been in effect since January 2, 1996,
and were approved by the shareholders of Value Fund and International Fund,
respectively, at a special meeting of shareholders held on December 28, 1995.
Shareholder approval of the agreements was required as a result of the merger of
Bartlett with Legg Mason, pursuant to which Bartlett became a wholly-owned
subsidiary of Legg Mason (the "Merger").
As noted above, under the terms of the Current Agreements, Bartlett
currently pays all of the expenses of the Trust, except brokerage, taxes,
interest and extraordinary expenses. As compensation for Bartlett's provision of
advisory services to Value Fund and Bartlett's agreement to pay the expenses of
that Fund, the Trust pays Bartlett an aggregate fee, computed and accrued daily
and paid monthly at an annual rate of 2% of its average daily net assets up to
and including $10 million, 1.5% of its average daily net assets in excess of $10
million and up to and including $30 million and 1% of its average daily net
assets in excess of $30 million. Under the Current Agreement with respect to
International Fund, as compensation for Bartlett's provision of advisory
services and Bartlett's agreement to pay the expenses of that Fund,
International Fund pays Bartlett a fee, computed and accrued daily and paid
monthly at an annual rate of 2% of its average daily net assets up to and
including $20 million, 1.75% of its average daily net assets in excess of $20
million up to and including $200 million and 1.25% of its average daily net
assets in excess of $200 million.
Until the Merger, Bartlett provided general administrative, fund
accounting, transfer agency, dividend disbursement, plan agency and shareholder
services to the Trust. The costs for such services were not separately paid to
Bartlett, but were included within the investment advisory fees received from
the Trust. During the year following the Merger, Bartlett ceased providing these
services to its clients, including the Funds. Legg Mason Fund Adviser, Inc., a
Legg Mason subsidiary and affiliate of Bartlett, whose address is 111 South
Calvert Street, Baltimore, Maryland 21202, was selected as the Fund's
administrator and since that time has managed the Trust's business affairs and
provided the Trust with administrative services, including all regulatory
reporting and necessary office equipment, personnel and facilities. Legg Mason
Fund Adviser, Inc. is compensated for such services by Bartlett, which
compensation is limited to reimbursement for the allocable salary and benefits
costs in providing the services. Third party providers have been engaged to
provide the other services described above, although Bartlett is responsible for
the costs of such services. Bartlett is also responsible for the costs of
custodial services, regardless of whether Bartlett or another entity provides
those services. To the extent any of these services are performed by a party
other than Bartlett at costs different from those incurred when Bartlett
provided those services, Bartlett has lower or higher net profits with respect
to the investment advisory fees it receives from the Trust.
For the fiscal year ended March 31, 1997, Bartlett received fees of
$3,508,805 in the aggregate from the Trust, including fees from two series of
the Trust since liquidated. The following table sets forth the fees received by
Bartlett from each Fund for the fiscal year ended March 31, 1997:
VALUE FUND INTERNATIONAL FUND
---------- ------------------
$1,468,801 $1,430,591
Pursuant to the Current 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 Trust's right to
use the name "Bartlett" automatically ceases 30 days after termination of the
Current Agreements and may be withdrawn by Bartlett on 30 days' written notice.
The Current Agreements also provide that except as otherwise provided under
the 1940 Act, neither Bartlett, nor any of its shareholders, officers, trustees,
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 the Current Agreements or any other matter to which the Current
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 Current Agreements or by reason of reckless disregard by
any of such persons of its or his or her obligations and duties under the
Current Agreements.
Each Current Agreement is for a two-year term expiring on January 2, 1998,
and may continue thereafter on a year to year basis if so approved by a vote of
the Board of Trustees, including the majority of its independent trustees, in
accordance with the 1940 Act and pursuant to the terms and conditions of the
Current Agreements. Each Current
9
<PAGE>
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 1940 Act.
The Current Agreements also provide that, subject to policies established
by the Trust's Board of Trustees, Bartlett will be responsible for the Trust's
portfolio decisions and the placing of its 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 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. The Trust has no obligation to deal with any broker or dealer
in the execution of its transactions.
The Current Agreements specifically authorize Bartlett to select brokers or
dealers who also provide brokerage and research services to the Trust 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 the 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 the 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 the 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 Trust.
The Current Agreements further provide that Bartlett and its affiliates
(including Legg Mason Wood Walker, Inc. ("LMWW"), Legg Mason's principal
brokerage subsidiary), in their capacity as broker-dealers, may receive
brokerage commissions in connection with effecting portfolio transactions for
the Trust. The Trust will not effect any brokerage transactions in the Funds'
portfolio securities with Bartlett or its affiliates if such transactions would
be unfair or unreasonable to the Trust's shareholders, and the commissions will
be paid solely for the execution of trades and not for any other services.
Over-the-counter transactions may be placed either directly with principal
market makers or with broker-dealers, including Bartlett and its affiliates, 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 the Trust contemplates no ongoing
arrangements with any other brokerage firms, brokerage business may be given to
other firms from time to time. Bartlett and its affiliates do not receive
reciprocal brokerage business as a result of the brokerage business placed by
the Trust with others.
Under the 1940 Act, persons affiliated with the Trust are prohibited from
dealing with the 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 Trust, including Bartlett and its affiliates, will not serve as the Trust's
dealer in connection with such transactions. However, affiliated persons of the
Trust 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 the Trust that such commissions will, in the judgment of the
Board of Trustees, be (a) at least as favorable to the Trust as those which
would be charged by other qualified brokers having comparable execution
capability and (b) at least as favorable to the 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 the Trust's independent trustees not to
be comparable to the Trust. The Board of Trustees, including a majority of the
independent trustees, will from time to time review, among other things,
information relating to the commissions charged by Bartlett and its affiliates
to the 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 seek to
acquire the same security at or about the same time, the 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, the Trust may not be able to
obtain as large an execution of an order to sell
10
<PAGE>
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, the resulting participation in volume transactions could produce better
executions for the Trust.
For the fiscal year ended March 31, 1997, no brokerage commissions were
paid by the Trust or a Fund to Bartlett or any affiliate.
PROPOSED INVESTMENT MANAGEMENT AND ADMINISTRATION ARRANGEMENTS. As noted,
under the Proposed Management Agreement, the unitary fee structure currently in
place will be eliminated. Rather than having each Fund pay a single fee to
Bartlett for advisory services and expenses (except brokerage, taxes, interest
and extraordinary expenses), and Bartlett in turn either providing those
services or separately arranging for a third party to provide them, each Fund
will pay Bartlett a fee for investment advisory and administration services only
and will contract with and pay third party service providers directly for other
necessary services. The entities who will provide these services will remain the
same, except that Legg Mason Fund Adviser, Inc., which serves as the Trust's
administrator under current management arrangements, will not continue to serve
in that capacity. Those services will be directly provided by Bartlett and its
affiliates. Except as described herein, the other provisions of the Proposed
Management Agreement are substantially similar or identical to those in the
Current Agreements.
Under the Proposed Management Agreement, International Fund will pay
Bartlett an investment management and administration fee at an annual rate of
1.25% of the average net assets of that Fund; Value Fund will pay Bartlett an
investment management and administration fee at an annual rate of 0.75% of the
average net assets of that Fund. Each Fund will bear its other costs and
expenses directly. Under the proposed arrangements, for the period ending July
31, 1998, Bartlett agrees to waive all or a portion of its fees to the extent
that Value Fund's total expenses for its Class A shares and Class Y shares
exceed 1.15% and .90%, respectively, of the average daily net assets of each
such class. Bartlett also agrees, for the period ending July 31, 1998, to waive
all or a portion of its fees to the extent that International Fund's total
expenses for its Class A shares and Class Y shares exceed 1.80% and 1.55%,
respectively, of the average daily net assets of each such class. Absent these
voluntary fee waivers, it is estimated that total operating expenses for Class A
shares would likely be higher under the proposed arrangements than those Value
Fund shareholders are subject to under the Current Agreements if Value Fund's
average assets continued to exceed approximately $111 million, and would likely
be higher under the proposed arrangements than those International Fund
shareholders are subject to under the Current Agreements if International Fund's
average assets continued to exceed approximately $100 million. Value Fund's
asset size, as of May 23, 1997, was $126,027,520; International Fund's asset
size, as of the same date, was $90,034,604.
The following table compares the fees and expenses that each Fund paid
under the Current Agreements for the fiscal year ended March 31, 1997 with the
fees and estimated expenses that each Fund would have paid under the Proposed
Management Agreement if that agreement had been in effect during that period
(assuming imposition of the proposed 12b-1 fee for the Class A shares and based
on assets as of March 31, 1997). All fees and expenses are expressed as a
percentage of average net assets and are adjusted for fee waiver levels.
<TABLE>
<CAPTION>
PROPOSED MANAGEMENT AGREEMENT
------------------------------
VALUE FUND CURRENT AGREEMENT CLASS A SHARES CLASS Y SHARES
---------- ----------------- -------------- --------------
<S> <C>
Management Fee (after fee waivers)*...................................... 1.16% 0.72% 0.72%
12b-1 Fee................................................................ N/A 0.25% N/A
Other Expenses........................................................... N/A 0.18% 0.18%
---- ---- ----
Total Operating Expenses (after fee waivers)*............................ 1.16% 1.15% 0.90%
</TABLE>
<TABLE>
<CAPTION>
PROPOSED MANAGEMENT AGREEMENT
------------------------------
INTERNATIONAL FUND CURRENT AGREEMENT CLASS A SHARES CLASS Y SHARES
------------------ ----------------- -------------- --------------
<S> <C>
Management Fee (after fee waivers)*...................................... 1.81% 1.20% 1.20%
12b-1 Fee................................................................ N/A 0.25% N/A
Other Expenses........................................................... N/A 0.35% 0.35%
---- ---- ----
Total Operating Expenses (after fee waivers)*............................ 1.81% 1.80% 1.55%
</TABLE>
*Under the Proposed Management Agreement, absent voluntary fee waivers, the
Management Fee and Total Operating Expenses for Class A shares of Value Fund
would have been 0.75% and 1.18%, respectively, and 0.75% and 0.93%,
11
<PAGE>
respectively, for its Class Y shares. For International Fund, under the Proposed
Management Agreement and absent voluntary fee waivers, the Management Fee and
Total Operating Expenses for its Class A shares would have been 1.25% and 1.85%,
respectively, and 1.25% and 1.60%, respectively, for its Class Y shares.
Assuming unchanged asset levels, Bartlett would have received fees of
$912,000 and $948,000 in the aggregate from Value Fund and International Fund,
respectively, had the Proposed Management Agreement been in place during the
fiscal year ended March 31, 1997, which constitute 62.1% and 66.3%,
respectively, of the fees actually received by Bartlett under the Current
Agreements.
FACTORS CONSIDERED BY THE BOARD OF TRUSTEES. At their meeting on April 4,
1997, the trustees of the Trust, including all of the independent trustees,
considered and unanimously approved the Proposed Management Agreement. In
considering the Proposed Management Agreement, the trustees of the Trust
reviewed the services to be provided by Bartlett, analyzing factors they deemed
relevant, including (i) that the proposed investment management arrangement
would enable each Fund to pay a distribution fee separate from the investment
advisory fee for purposes of implementing the multiple class structure; (ii) the
nature, quality and scope of the services to be provided; (iii) the ability of
Bartlett to provide such services; and (iv) the reasonableness and fairness of
the proposed fees in relation to the services to be provided. The trustees
considered Bartlett's projected revenues and expenses relating to the provision
of services to Value Fund and International Fund and the cost allocation methods
used in calculating such expenses. The trustees also reviewed the fees to be
paid to Bartlett in light of fees paid to other investment managers by
comparable funds as well as fees paid by other funds to Bartlett. After
consideration of these and other factors, the trustees, including a majority of
the independent trustees, approved the Proposed Management Agreement.
If the Proposed Management Agreement is approved by a Fund's shareholders,
it will remain in effect for a period of two years from the date of such
shareholder approval and thereafter will continue in effect from year to year,
if approved annually by a vote of the Board and by a vote of the majority of the
independent trustees.
An affirmative vote of the holders of a majority of the outstanding shares
of a Fund is required for approval of Proposal 3a with respect to that Fund. As
defined in the 1940 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. Approval of
Proposal 3a is contingent upon shareholder approval of Proposal 3b. If the
Proposed Management Agreement and Proposal 3b are not approved by the
shareholders of a Fund, the Current Agreement will remain in place with respect
to that Fund and the Board of Trustees will consider whether other action should
be taken.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 3A.
B. APPROVAL OF CLASS A PLAN OF DISTRIBUTION
On April 4, 1997, the Trust's Board of Trustees, by unanimous vote of both
the full Board and those trustees who have no financial interest in the Plan or
any agreement related thereto ("qualified trustees"), approved a Plan of
Distribution with respect to Class A of each Fund pursuant to Rule 12b-1 under
the 1940 Act ("Distribution Plan"). Under the Distribution Plan, each Fund would
be authorized to pay BFP as its distributor a 12b-1 fee in an amount equal to
the annual rate of 0.25% of each Fund's average daily net assets for certain of
BFP's services connected with its distribution of each Fund's Class A shares
("Shares"). The Board of Trustees, including the qualified trustees, also
approved a proposed distribution contract between the Trust (on behalf of each
Fund) and BFP ("Distribution Contract") under which BFP would serve as each
Fund's distributor for the Shares and would be obligated to use its best efforts
to distribute the Shares. The Distribution Contract need not be submitted to the
Funds' shareholders for approval.
PROPOSED DISTRIBUTION ARRANGEMENTS. Pursuant to the Distribution Contract,
BFP would enter into dealer agreements with LMWW and/or third party
broker-dealers under which the Shares would be sold. Under the proposed
arrangements with respect to Shares of each Fund, a sales charge of a maximum of
4.75% of the offering price of the Shares on purchases up to $24,999 generally
would be imposed on purchases in accordance with the sales charge schedule set
forth on page 3 of this proxy statement. BFP would reallow to LMWW and/or the
third party broker-dealers as a sales concession a portion or all of the sales
charge imposed on the amount invested, who in turn
12
<PAGE>
will pay sales commissions to their financial advisers and correspondent firms
who sell the Shares and service the accounts of Fund shareholders.
Under the Distribution Plan, each Fund would also pay BFP a 12b-1 fee in an
amount equal to the annual rate of 0.25% of the Fund's average daily net assets
of Class A in connection with BFP's efforts to sell the Shares. If the
Distribution Plan is implemented, BFP expects that it will use the 12b-1 fee to
make trail commission payments to LMWW and/or third party broker-dealers at the
annual rate of up to 0.25% of the aggregate investment amounts maintained in
Fund accounts. The services to be provided by BFP may include (a) advertising,
direct mail and promotional expenses; (b) the cost of printing and mailing
prospectuses and sales literature to prospective investors; (c) payments to LMWW
and/or third parties who sell the Shares; (d) reimbursement of and/or
compensation to brokers, dealers and other intermediaries for administrative and
accounting services; and (e) general and administrative overhead of BFP,
including telephone and office expenses and salaries, and any other costs of
effectuating the Distribution Plan.
The Distribution Plan and the Distribution Contract do not obligate a Fund
to reimburse BFP for the expenses that BFP may incur in fulfilling its
obligations as a Fund's distributor. Thus, under the Distribution Plan, even if
BFP's expenses for distributing the Shares exceed the fee payable by a Fund, the
Fund would not be obligated to pay more than that fee. Conversely, although it
is not expected to be the case in the foreseeable future, if BFP's expenses are
less than the fee it receives, BFP would retain the full amount of the fee and
thereby realize a profit. The 12b-1 fee would be paid by each Fund to BFP unless
and until the Distribution Plan or the Distribution Contract is terminated or
not renewed. In any event, any distribution or service expenses incurred by BFP
in excess of the 12b-1 fee payments it has received or accrued through the
termination date would be the sole responsibility and liability of BFP and would
not be obligations of a Fund.
FACTORS CONSIDERED BY THE BOARD OF TRUSTEES. Prior to approving the
Distribution Plan and the Distribution Contract, the Trust's Board of Trustees
was provided with detailed information relating thereto. Among other things, the
trustees considered information relating to the merits of certain possible
alternatives to the Distribution Plan, the potential costs and benefits of the
Distribution Plan to shareholders and the likelihood that the Distribution Plan
would succeed in producing its intended results.
In approving the Distribution Plan, the trustees considered all the
features of the distribution system with respect to each Fund, including (1) the
conditions under which initial sales charges would be imposed and the amount of
such charges, (2) BFP's belief that the initial sales charge combined with a
service fee would be attractive to the broker-dealers selling the Shares,
resulting in greater growth of a Fund than might otherwise be the case, (3) the
advantages to the shareholders of economies of scale resulting from growth in a
Fund's assets and potential continued growth, (4) the services provided to a
Fund and its shareholders by BFP, and (5) BFP's estimated expenses and costs in
distributing the Shares.
With respect to the Distribution Plan, the trustees considered all
compensation that BFP would receive thereunder and under the Distribution
Contract, including initial sales charges, as applicable, and 12b-1 fees. The
trustees also considered the benefits that would accrue to BFP under the
Distribution Plan in that BFP would receive 12b-1 fees that are calculated based
upon a percentage of the average net assets of a Fund, which fees would increase
if the Distribution Plan was successful and a Fund attained and maintained
significant asset levels.
Following their consideration, the trustees, including the qualified
trustees, concluded that the fees payable by each Fund under the Distribution
Plan were reasonable in view of the services that would be provided by BFP and
the anticipated benefits of the Distribution Plan. The trustees, including a
majority of the qualified trustees, determined that approval of the Distribution
Plan would be in the best interests of each respective Fund and would have a
reasonable likelihood of benefiting the Fund and its Class A shareholders, once
established. Accordingly, the Board of Trustees approved the Distribution Plan.
ADDITIONAL INFORMATION REGARDING THE DISTRIBUTION PLAN. Among other things,
the Distribution Plan also provides that (1) at least quarterly, BFP will submit
to the Trust's Board of Trustees, and the trustees will review, reports
regarding all amounts expended under the Distribution Plan and the purposes for
which such expenditures were made, (2) the Distribution Plan will continue in
effect only so long as it is approved at least annually, and any material
amendment thereto is approved, by the Trust's Board of Trustees, as well as by
the qualified trustees, acting in person at a meeting called for that purpose,
(3) payments by a Fund under a Distribution Plan shall not be materially
increased without the affirmative vote of the holders of a majority of that
Fund's Class A shareholders, and
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<PAGE>
(4) while the Distribution Plan remains in effect, the selection and nomination
of trustees who are not "interested persons" of the Trust shall be committed to
the discretion of the trustees who are not interested persons of the Trust.
If the proposed Distribution Plan is approved by a Fund's shareholders, the
Distribution Plan with respect to that Fund will remain in effect for one year
from the date of such shareholder approval, unless terminated prior thereto in
accordance with its terms. Thereafter it will continue in effect from year to
year, so long as its continuance is approved annually by a vote of the Trust's
trustees, including a majority of the qualified trustees, cast in person at a
meeting called for the purpose of voting on such continuance.
The affirmative vote of the holders of a majority of the outstanding shares
of a Fund is required for approval of Proposal 3b with respect to that Fund. As
defined in the 1940 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. Approval of
Proposal 3b is contingent upon shareholder approval of Proposal 3a. If the
proposed Distribution Plan and Proposal 3a are not approved by the shareholders
of a Fund, the Board will take such action as is necessary or appropriate in the
best interests of each Fund's shareholders.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 3B.
PROPOSAL 4. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Under this proposal, shareholders of the Trust are asked to ratify the
Board's selection of the Trust's independent accountants ("Auditors") for the
fiscal year ending March 31, 1998. The Trust's Auditors audit each Fund's
financial statements for each year and prepare their federal and state annual
income tax returns. During the last fiscal year, Arthur Andersen L.L.P. served
as the Trust's Auditors. The Board of Trustees has unanimously selected Coopers
& Lybrand L.L.P. ("C&L"), to replace Arthur Andersen L.L.P., effective April 1,
1997. C&L currently serves as the independent accountants for Worldwide Value as
well a number of other registered investment companies, including the Legg Mason
funds.
Based upon the expectation that the proposed reorganization involving
Worldwide Value will be implemented by mid-1997, the selection of C&L reflects
the Board's view that using an independent auditing firm that is already
familiar with the investments and operations of Worldwide Value (and which
Bartlett Europe Fund will continue) will promote efficiencies and cost savings
for the Trust as a whole and for each of its series, including the Funds. The
ratification of the selection of C&L is to be voted upon at the Meeting and it
is intended that the persons named in the accompanying proxy will vote for C&L
unless contrary instructions are given. C&L has informed the Fund that it has no
material direct or indirect financial interest in any Fund. Representatives of
C&L are expected to be present at the Meeting, will be given the opportunity to
make a statement if desired, and will be available to answer any questions.
Approval of Proposal 4 requires the vote of a majority of the Trust's
shares present, in person or by proxy, at the Meeting. Shareholders of both
Funds shall vote as a single class for purposes of Proposal 4. As defined in the
1940 Act, a vote of the holders of a majority of the outstanding shares means
with respect to the Trust the vote of (i) 67% or more of the voting shares of
the Trust 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. If the selection
of C&L is not ratified by the shareholders, the Board will take such action as
is necessary or appropriate in the best interests of the Trust's shareholders.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 4.
ADDITIONAL INFORMATION ABOUT BARTLETT & CO.
Under the Proposed Management Agreement, Bartlett would continue to serve
as investment manager to Value Fund and International Fund. Bartlett, located at
36 East Fourth Street, Cincinnati, Ohio 45202, is an Ohio corporation and a
wholly-owned subsidiary of Legg Mason, whose address is 111 South Calvert
Street, Baltimore, Maryland 21202. The firm is registered as an investment
adviser under the Investment Advisers Act of 1940 and has provided investment
advice to individuals, pension and profit sharing plans and trust accounts since
1898. As of April 21, 1997,
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<PAGE>
Mr. Rabiner, trustee of the Trust, and Mr. Cashman, nominee for trustee of the
Trust, each beneficially owned less than 1% of the outstanding shares of Legg
Mason.
Bartlett served as adviser or sub-adviser to three investment companies
having aggregate assets, as of May 23, 1997, in excess of $235 million and
managed discretionary and non-discretionary accounts with assets of
approximately $2.4 billion. If the proposed reorganization of Worldwide Value
into Europe Fund is implemented, Bartlett will be the investment adviser to
Europe Fund, which has an investment objective similar to that of International
Fund. Bartlett also serves as adviser to Legg Mason Balanced Trust, which has an
investment objective similar to that of Value Fund. The following table sets
forth certain information with respect to Worldwide Value and Legg Mason
Balanced Trust:
<TABLE>
<CAPTION>
APPROXIMATE NET ASSETS ANNUAL ADVISORY FEE AS
AS OF MAY 23, 1997 A PERCENTAGE OF NET ASSETS
----------------------- --------------------------
<S> <C>
Worldwide Value Fund, Inc................................................. $ 85 million 1.00%*
Legg Mason Balanced Trust................................................. $ 20 million 0.75%
</TABLE>
* This fee would apply following the reorganization.
The directors and principal executive officers of Bartlett as of April 21,
1997 are:
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITIONS WITH BARTLETT PRINCIPAL OCCUPATION
---------------- ----------------------- --------------------
<S> <C>
James A. Miller President and Chief Executive Senior Portfolio Manager of Bartlett
36 East Fourth Street Officer; Director
Cincinnati, Ohio 45202
Raymond A. Mason Director Chairman and Chief Executive Officer of Legg
111 South Calvert Street Mason, Inc.
Baltimore, Maryland 21202
Edward A. Taber III Director Senior Executive Vice President of Legg Mason,
111 South Calvert Street Inc. and LMWW; Vice Chairman and Director of
Baltimore, Maryland 21202 Legg Mason Fund Adviser, Inc.; and Director and
officer of other registered investment
companies distributed by Legg Mason
Robert G. Sabelhaus Director Executive Vice President of LMWW
111 South Calvert Street
Baltimore, Maryland 21202
William A. Friedlander Director Senior Portfolio Manager of Bartlett
36 East Fourth Street
Cincinnati, Ohio 45202
Thomas A. Steele Vice President, Treasurer and Chief Financial Officer of Bartlett
36 East Fourth Street Secretary
Cincinnati, Ohio 45202
</TABLE>
ADDITIONAL INFORMATION ABOUT BFP FINANCIAL PARTNERS, INC.
Under the proposed Plan of Distribution, BFP Financial Partners, Inc. will
serve as the Funds' Distributor. BFP, located at 111 South Calvert Street,
Baltimore, Maryland 21202, is a wholly-owned subsidiary of Legg Mason. BFP is
registered with the SEC as a broker-dealer and investment adviser, and is a
member of the National Association of Securities Dealers, Inc. and the
Securities Investor Protection Corporation. BFP currently provides a full range
of on-site brokerage and related investment advisory services to banks and other
financial institutions, and is engaged in the distribution of mutual fund shares
through such institutions. As of December 31, 1996, BFP was operating in over
thirty financial institutions located throughout the United States.
OTHER BUSINESS
Management knows of no business to be presented to the Meeting other than
the matters set forth in this statement, but should any other matter requiring a
vote of shareholders arise, the proxies will vote thereon according to their
best judgment in the interest of each Fund.
By Order of the Board of Trustees.
Cincinnati, Ohio
Dated: May 30, 1997
15
<PAGE>
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<PAGE>
APPENDIX A
BARTLETT CAPITAL TRUST
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
The undersigned officer of Bartlett Capital Trust (formerly MGF Equity
Trust and Midwest Group Capital Trust), which was organized pursuant to an
Agreement and Declaration of Trust made at Boston, Massachusetts on the 31st day
of October, 1982 by Dale H. Rabiner, hereby amends and restates the Agreement
and Declaration of Trust of Bartlett Capital Trust, upon due authorization by
the Trustees and by the Shareholders, as follows:
WITNESSETH:
WHEREAS, the Trustees have agreed to manage all property coming into their
hands as trustees of a Massachusetts business trust in accordance with the
provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all cash,
securities and other assets which they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the benefit of the holders from time to time
of shares of beneficial interest in this Trust as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
Section 1.1 NAME. This Trust shall be known as "Bartlett Capital Trust" and
the Trustees shall conduct the business of the Trust under that name or any
other name as they may from time to time determine.
Section 1.2 DEFINITIONS. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) The "Trust" refers to the Massachusetts business trust established by
this Agreement and Declaration of Trust, as amended from time to time;
(b) "Trustees" refers to the Trustees of the Trust named herein or
appointed or elected in accordance with Article III;
(c) "Shares" refers to the transferable units of interest into which the
beneficial interest in the Trust, shall be divided from time to time, including
the shares of any and all Series or Classes which may be established by the
Trustees, and includes fractions of Shares as well as whole Shares;
(d) "Series" refers to Series of Shares established and designated under or
in accordance with the provisions of Article IV;
(e) "Class" refers to a class or sub-series of any Series of Shares
established and designated under and in accordance with the provisions of
Article IV;
(f) "Shareholder" means a record owner of Shares;
(g) The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and Regulations thereunder, all as amended from time to time;
(h) "Commission" shall have the meaning given it in the 1940 Act;
(i) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust as amended or restated from time to time; and
(j) "By-Laws" shall mean the By-Laws of the Trust as amended from time to
time.
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ARTICLE II
PURPOSE OF TRUST
The purpose of the Trust is to operate as an investment company, to offer
Shareholders one or more investment programs primarily in securities and debt
instruments and to engage in any and all lawful acts or activities for which
business trusts may be formed under Chapter 182 of the Massachusetts General
Laws.
ARTICLE III
THE TRUSTEES
Section 3.1 NUMBER, DESIGNATION, ELECTION, TERM, ETC.
(a) CURRENT TRUSTEES. The current Trustees of the Trust are:
(b) NUMBER. The Trustees serving as such, whether named above or hereafter
becoming a Trustee, may increase or decrease the number of Trustees to
a number other than the number theretofore determined. No decrease in
the number of Trustees shall have the effect of removing any Trustee
from office prior to the expiration of his term, but the number of
Trustees may be decreased in conjunction with the removal of a Trustee
pursuant to subsection (e) of this Section 3.1.
(c) TERM. Each Trustee shall serve as a Trustee during the lifetime of the
Trust and until its termination as hereinafter provided or until such
Trustee sooner dies, resigns, retires or is removed. The Trustees may
elect their own successors and may, pursuant to Section 3.1(f) hereof,
appoint Trustees to fill vacancies; provided that, immediately after
filling a vacancy, at least two-thirds of the Trustees then holding
office shall have been elected to such office by the Shareholders at
an annual or special meeting. If at any time less than a majority of
the Trustees then holding office were so elected, the Trustees shall
forthwith cause to be held as promptly as possible, and in any event
within 60 days, a meeting of Shareholders for the purpose of electing
Trustees to fill any existing vacancies.
(d) RESIGNATION AND RETIREMENT. Any Trustee may resign his trust or retire
as a Trustee, by written instrument signed by him and delivered to the
other Trustees or to any officer of the Trust, and such resignation or
retirement shall take effect upon such delivery or upon such later
date as is specified in such instrument.
(e) REMOVAL. Any Trustee may be removed with or without cause at any time:
(i) by written instrument, signed by at least two-thirds of the number
of Trustees prior to such removal, specifying the date upon which such
removal shall become effective, (ii) by vote of the Shareholders
holding not less than two-thirds of the Shares then outstanding, cast
in person or by proxy at any meeting called for the purpose, or (iii)
by a declaration in writing signed by Shareholders holding not less
than two-thirds of the Shares then outstanding and filed with the
Trust's Custodian.
(f) VACANCIES. Any vacancy or anticipated vacancy resulting from any
reason, including without limitation the death, resignation,
retirement, removal or incapacity of any of the Trustees, or resulting
from an increase in the number of Trustees by the Trustees may (but so
long as there are at least three remaining Trustees, need not unless
required by the 1940 Act) be filled either by a majority of the
remaining Trustees through the appointment in writing of such other
person as such remaining Trustees in their discretion shall determine
(unless a shareholder election is required by the 1940 Act) or by the
election by the Shareholders, at a meeting called for the purpose, of
a person to fill such vacancy, and such appointment or election shall
be effective upon the written acceptance of the person named therein
to serve as a Trustee and agreement by such person to be bound by the
provisions of this Declaration of Trust, except that any such
appointment or election in anticipation of a vacancy to occur by
reason of retirement, resignation, or increase in number of Trustees
to be effective at a later date shall become effective only at or
after the effective date of said retirement, resignation, or increase
in number of Trustees. As soon as any Trustee so appointed or elected
shall have accepted such appointment or election and shall have agreed
in writing to be bound by this Declaration of Trust and the
appointment or election is effective, the Trust estate shall vest in
the new Trustee, together with the continuing Trustees, without any
further act or conveyance.
(g) EFFECT OF DEATH, RESIGNATION, ETC. The death, resignation, retirement,
removal, or incapacity of the Trustees, or any one of them, shall not
operate to annul or terminate the Trust or to revoke or terminate any
existing agency or contract created or entered into pursuant to the
terms of this Declaration of Trust.
(h) NO ACCOUNTING. Except to the extent required by the 1940 Act or under
circumstances which would justify his removal for cause, no person
ceasing to be a Trustee as a result of his death, resignation,
retirement, removal or incapacity (nor the estate of any such person)
shall be required to make an accounting to the Shareholders or
remaining Trustees upon such cessation.
Section 3.2 POWERS OF TRUSTEES. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient to carry out
that responsibility and the purpose of the Trust. Without limiting the
foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration
of Trust providing for the conduct of the business and affairs of the Trust and
may amend and repeal
A-2
<PAGE>
them to the extent that such By-Laws do not reserve that right to the
Shareholders; they may as they consider appropriate elect and remove officers
and appoint and terminate agents and consultants and hire and terminate
employees, any one or more of the foregoing of whom may be a Trustee, and may
provide for the compensation of all of the foregoing; they may appoint from
their own number, and terminate, any one or more committees consisting of two or
more Trustees, including without implied limitation an executive committee,
which may, when the Trustees are not in session and subject to the 1940 Act,
exercise some or all of the power and authority of the Trustees as the Trustees
may determine; in accordance with Section 3.3 they may employ one or more
Advisers, Administrators, Depositories and Custodians and may authorize any
Depository or Custodian to employ subcustodians or agents and to deposit all or
any part of such assets in a system or systems for the central handling of
securities and debt instruments, retain transfer, dividend, accounting or
Shareholder servicing agents or any of the foregoing, provide for the
distribution of Shares by the Trust through one or more distributors, principal
underwriters or otherwise, set record dates or times for the determination of
Shareholders or certain of them with respect to various matters; they may
compensate or provide for the compensation of the Trustees, officers, advisers,
administrators, custodians, other agents, consultants and employees of the Trust
or the Trustees on such terms as they deem appropriate; and in general they may
delegate to any officer of the Trust, to any committee of the Trustees and to
any employee, adviser, administrator, distributor, principal underwriter,
depository, custodian, transfer and dividend disbursing agent, or any other
agent or consultant of the Trust such authority, powers, functions and duties as
they consider desirable or appropriate for the conduct of the business and
affairs of the Trust, including without implied limitation the power and
authority to act in the name of the Trust and of the Trustees, to sign documents
and to act as attorney-in-fact for the Trustees.
Without limiting the foregoing and to the extent not inconsistent with the
1940 Act or other applicable law, the Trustees shall have power and authority:
(a) INVESTMENTS. To invest and reinvest cash and other property, and to
hold cash or other property uninvested without in any event being
bound or limited by any present or future law or custom in regard to
investments by trustees;
(b) DISPOSITION OF ASSETS. To sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all of the assets of
the Trust;
(c) OWNERSHIP POWERS. To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities, debt instruments
or property; and to execute and deliver proxies or powers of attorney
to such person or persons as the Trustees shall deem proper, granting
to such person or persons such power and discretion with relation to
securities, debt instruments or property as the Trustees shall deem
proper;
(d) SUBSCRIPTION. To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities or
debt instruments;
(e) FORM OF HOLDING. To hold any security, debt instrument or property in
a form not indicating any trust, whether in bearer, unregistered or
other negotiable form, or in the name of the Trustees or of the Trust
or in the name of a custodian, subcustodian or other depository or a
nominee or nominees or otherwise;
(f) REORGANIZATION, ETC. To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer,
any security or debt instrument of which is or was held in the Trust;
to consent to any contract, lease, mortgage, purchase or sale of
property by such corporation or issuer, and to pay calls or
subscriptions with respect to any security or debt instrument held in
the Trust;
(g) VOTING TRUSTS, ETC. To join with other holders of any securities or
debt instruments in acting through a committee, depository, voting
trustee or otherwise, and in that connection to deposit any security
or debt instrument with, or transfer any security or debt instrument
to, any such committee, depository or trustee, and to delegate to them
such power and authority with relation to any security or debt
instrument (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such
portion of the expenses and compensation of such committee, depository
or trustee as the Trustees shall deem proper;
(h) COMPROMISE. To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in controversy, including
but not limited to claims for taxes;
(i) PARTNERSHIPS, ETC. To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(j) BORROWING AND SECURITY. To borrow funds and to mortgage and pledge the
assets of the Trust or any part thereof to secure obligations arising
in connection with such borrowing;
(k) GUARANTEES, ETC. To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of guaranty or
suretyship, or otherwise assume liability for payment thereof; and to
mortgage and pledge the Trust property or any part thereof to secure
any of or all such obligations;
A-3
<PAGE>
(l) INSURANCE. To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of
the business, including, without limitation, insurance policies
insuring the assets of the Trust and payment of distributions and
principal on its portfolio investments, and insurance policies
insuring the Shareholders, Trustees, officers, employees, agents,
consultants, investment advisers, managers, administrators,
distributors, principal underwriters, or independent contractors, or
any thereof (or any person connected therewith), of the Trust
individually against all claims and liabilities of every nature
arising by reason of holding, being or having held any such office or
position, or by reason of any action alleged to have been taken or
omitted by any such person in any such capacity, including any action
taken or omitted that may be determined to constitute negligence;
provided, however, that insurance which protects the Trustees and
officers against liabilities rising from action involving willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of their offices may not be purchased;
and
(m) PENSIONS, ETC. To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry out
pension, profit-sharing, share bonus, share purchase, savings, thrift
and other retirement, incentive and benefit plans, trusts and
provisions, including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and other benefits,
for any or all of the Trustees, officers, employees and agents of the
Trust.
Except as otherwise provided by the 1940 Act or other applicable law, this
Declaration of Trust or the By-Laws, any action to be taken by the Trustees may
be taken by a majority of the Trustees present at a meeting of Trustees (a
quorum, consisting of at least a majority of the Trustees then in office, being
present), within or without Massachusetts, including any meeting held by means
of a conference telephone or other communications equipment by means of which
all persons participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in person at a
meeting, or by written consents of a majority of the Trustees then in office (or
such larger or different number as may be required by the 1940 Act or other
applicable law).
Section 3.3 CERTAIN CONTRACTS. Subject to compliance with the provisions of
the 1940 Act, but notwithstanding any limitations of present and future law or
custom in regard to delegation of powers by trustees generally, the Trustees
may, at any time and from time to time and without limiting the generality of
their powers and authority otherwise set forth herein, enter into one or more
contracts with any one or more corporations, trusts, associations, partnerships,
limited partnerships, other type of organizations, or individuals ("Contracting
Party") to provide for the performance and assumption of some or all of the
following services, duties and responsibilities to, for or of the Trust and/or
the Trustees, and to provide for the performance and assumption of such other
services, duties and responsibilities in addition to those set forth below as
the Trustees may determine appropriate:
(a) ADVISORY. Subject to the general supervision of the Trustees and in
conformity with the stated policy of the Trustees with respect to the
investments of the Trust or of the assets belonging to any Series of
Shares of the Trust (as that phrase is defined in subsection (a) of
Section 4.2), to manage such investments and assets, make investment
decisions with respect thereto, and to place purchase and sale orders
for portfolio transactions relating to such investments and assets;
(b) ADMINISTRATION. Subject to the general supervision of the Trustees and
in conformity with any policies of the Trustees with respect to the
operations of the Trust, to supervise all or any part of the
operations of the Trust, and to provide all or any part of the
administrative and clerical personnel, office space and office
equipment and services appropriate for the efficient administration
and operations of the Trust;
(c) DISTRIBUTION. To distribute the Shares of the Trust, to be principal
underwriter of such Shares, and/or to act as agent of the Trust in the
sale of Shares and the acceptance or rejection of orders for the
purchase of Shares;
(d) CUSTODIAN AND DEPOSITORY. To act as depository for and to maintain
custody of the property of the Trust and accounting records in
connection therewith;
(e) TRANSFER AND DIVIDEND DISBURSING AGENCY. To maintain records of the
ownership of outstanding Shares, the issuance and redemption and the
transfer thereof, and to disburse any dividends declared by the
Trustees and in accordance with the policies of the Trustees and/or
the instructions of any particular Shareholder to reinvest any such
dividends;
(f) SHAREHOLDER SERVICING. To provide service with respect to the
relationship of the Trust and its Shareholders, records with respect
to Shareholders and their Shares, and similar matters; and
(g) ACCOUNTING. To handle all or any part of the accounting
responsibilities, whether with respect to the Trust's properties,
Shareholders or otherwise.
The same person may be the Contracting Party for some or all of the services,
duties and responsibilities to, for and of the Trust and/or the Trustees, and
the contracts with respect thereto may contain such terms interpretive of or in
addition to the delineation of the services, duties and responsibilities
provided for, including provisions that are not inconsistent with the 1940 Act
relating to the standard of duty of and the rights to indemnification of the
Contracting
A-4
<PAGE>
Party and others, as the Trustees may determine. Nothing herein shall preclude,
prevent or limit the Trust or a Contracting Party from entering into
subcontractual arrangements relative to any of the matters referred to in
Sections 3.3(a) through (g) hereof.
Subject to the provisions of the 1940 Act, the fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter or distributor or agent of or for any
Contracting Party, or of or for any parent or affiliate of any Contracting
Party or that the Contracting Party or any parent or affiliate thereof is a
Shareholder or has an interest in the Trust, or that
(ii) any Contracting Party may have a contract providing for the
rendering of any similar services to one or more other corporations,
trusts, associations, partnerships, limited partnerships or other
organizations, or has other business or interests,
shall not affect the validity of any contract for the performance and assumption
of services, duties and responsibilities to, for or of the Trust and/or the
Trustees or disqualify any Shareholder, Trustee or officer of the Trust from
voting upon or executing the same or create any liability or accountability to
the Trust or its Shareholders, provided that in the case of any relationship or
interest referred to in the preceding clause (i) on the part of any Trustee or
officer of the Trust either (l) the material facts as to such relationship or
interest have been disclosed to or are known by the Trustees not having any such
relationship or interest and the contract involved is approved in good faith
reasonably justified by such facts by a majority of such Trustees not having any
such relationship or interest (even though such unrelated or disinterested
Trustees are less than a quorum of all of the Trustees), (2) the material facts
as to such relationship or interest and as to the contract have been disclosed
to or are known by the Shareholders not having such relationship or interest and
who are entitled to vote thereon and the contract involved is specifically
approved in good faith by majority vote of such Shareholders, or (3) the
specific contract involved is fair to the Trust as of the time it is authorized,
approved or ratified by the Trustees or by such Shareholders.
Section 3.4 PAYMENT OF TRUST EXPENSES AND COMPENSATION OF TRUSTEES. The
Trustees are authorized to pay or to cause to be paid out of the principal or
income of the Trust, or partly out of principal and partly out of income, and to
charge or allocate the same to, between or among such one or more of the Series
and Classes that may be established and designated pursuant to Article IV, as
the Trustees deem fair, all expenses, fees, charges, taxes and liabilities
incurred or arising in connection with the Trust, or in connection with the
management thereof, including, but not limited to, the Trustees' compensation
and such expenses and charges for the services of the Trust's officers,
employees, investment adviser, administrator, distributor, principal
underwriter, auditor, counsel, depository, custodian, transfer agent, dividend
disbursing agent, accounting agent, Shareholder servicing agent, and such other
agents, consultants, and independent contractors and such other expenses and
charges as the Trustees may deem necessary or proper to incur. Without limiting
the generality of any other provision hereof, the Trustees shall be entitled to
reasonable compensation from the Trust for their services as Trustees and may
fix the amount of such compensation.
Section 3.5 OWNERSHIP OF ASSETS OF THE TRUST. Title to all of the assets of
the Trust shall at all times be considered as vested in the Trustees.
ARTICLE IV
SHARES
Section 4.1 DESCRIPTION OF SHARES. The beneficial interest in the Trust
shall be divided into Shares, all without par value. The Trustees shall have the
authority from time to time to issue or reissue Shares in one or more Series of
Shares (including without limitation the Series specifically established and
designated in Section 4.2), as they deem necessary or desirable, to establish
and designate such Series, and to fix and determine the relative rights and
preferences as between the different Series of Shares as to right of redemption
and the price, terms and manner of redemption, special and relative rights as to
dividends and other distributions and on liquidation, sinking or purchase fund
provisions, conversion rights, and conditions under which the several Series
shall have separate voting rights or no voting rights.
The Shares of each Series may be issued or reissued from time to time in
one or more Classes, as determined by the Board of Trustees pursuant to
resolution. Each Class shall be appropriately designated, prior to the issuance
of any shares thereof, by some distinguishing letter, number or title. All
Shares within a Class shall be alike in every
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particular. All Shares of each Series shall be of equal rank and have the same
powers, preferences and rights, and shall be subject to the same qualifications,
limitations and restrictions without distinction between the shares of different
Classes thereof, except with respect to such differences among such Classes, as
the Board of Trustees shall from time to time determine to be necessary or
desirable, including without limitation differences in expenses, in voting
rights and in the rate or rates of dividends or distributions. The Board of
Trustees may from time to time increase the number of Shares allocated to any
Class already created by providing that any unissued Shares of the applicable
Series shall constitute part of such Class, or may decrease the number of Shares
allocated to any Class already created by providing that any unissued Shares
previously assigned to such Class shall no longer constitute part thereof. The
Board of Trustees is hereby empowered to classify or reclassify from time to
time any unissued Shares of each Series by fixing or altering the terms thereof
and by assigning such unissued shares to an existing or newly created Class.
Notwithstanding anything to the contrary in this paragraph the Board of Trustees
is hereby empowered (i) to redesignate any issued Shares of any Series by
assigning a distinguishing letter, number or title to such shares and (ii) to
reclassify all or any part of the issued Shares of any Series to make them part
of an existing or newly created Class.
The number of authorized Shares and the number of Shares of each Series and
Class that may be issued is unlimited, and the Trustees may issue Shares of any
Series or Class for such consideration and on such terms as they may determine
(or for no consideration if pursuant to a Share dividend or split-up), all
without action or approval of the Shareholders. All Shares when so issued on the
terms determined by the Trustees shall be fully paid and non-assessable (but may
be subject to mandatory contribution back to the Trust as provided in subsection
(h) of Section 4.2). The Trustees may classify or reclassify any unissued Shares
or any Shares previously issued and reacquired of any Series or Class into one
or more Series or Classes that may be established and designated from time to
time. The Trustees may hold as treasury Shares (of the same or some other
Series), reissue for such consideration and on such terms as they may determine,
or cancel, at their discretion from time to time, any Shares of any Series or
Class reacquired by the Trust.
The Trustees may from time to time close the transfer books or establish
record dates and times for the purposes of determining the holders of Shares
entitled to be treated as such, to the extent provided or referred to in Section
5.3.
The establishment and designation of any Series or Class of Shares in
addition to those established and designated in Section 4.2, shall be effective
upon the execution by a majority of the then Trustees of an instrument setting
forth such establishment and designation and the relative rights and preferences
of such Series or Class, or as otherwise provided in such instrument. At any
time that there are no Shares outstanding of any particular Series or Class
previously established and designated, the Trustees may by an instrument
executed by a majority of their number abolish that Series or Class and the
establishment and designation thereof. Each instrument referred to in this
paragraph shall have the status of an amendment to this Declaration of Trust.
Any Trustee, officer or other agent of the Trust, and any organization in
which any such person is interested, may acquire, own, hold and dispose of
Shares to the same extent as if such person were not a Trustee, officer or other
agent of the Trust; and the Trust may issue and sell or cause to be issued and
sold and may purchase Shares from any such person or any such organization
subject only to the general limitations, restrictions or other provisions
applicable to the sale or purchase of Shares generally.
Section 4.2 ESTABLISHMENT AND DESIGNATION OF SERIES OR CLASSES. Without
limiting the authority of the Trustees set forth in Section 4.1 to establish and
designate any further Series or Classes, the Trustees hereby acknowledge that
they have established and designated the following series of Shares: the
"Bartlett Basic Value Fund," the "Bartlett Value International Fund" and the
"Bartlett Europe Fund." They also acknowledge that they have designated one
Class, "Class A," of the Bartlett Europe Fund. The Shares of these Series and
Classes and any Shares of any further Series or Class that may from time to time
be established and designated by the Trustees shall (unless the Trustees
otherwise determine with respect to some further Series or Class at the time of
establishing and designating the same) have the following relative rights and
preferences:
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(a) ASSETS BELONGING TO SERIES. All consideration received by the Trust
for the issuance or sale of Shares of a particular Series or Class,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series or Class for all purposes, subject
only to the rights of creditors, and shall be so recorded upon the
books of account of the Trust. Such consideration, assets, income,
earnings, profits and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds
or payments derived from any reinvestment of such proceeds, in
whatever form the same may be, together with any General Items
allocated to that Series or Class as provided in the following
sentence, are herein referred to as "assets belonging to" that Series
or Class. In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds, or payments which are not
readily identifiable as belonging to any particular Series or Class
(collectively "General Items"), the Trustees shall allocate such
General Items to and among any one or more of the Series or Classes
established and designated from time to time in such manner and on
such basis as they, in their sole discretion, deem fair and equitable;
and any General Items so allocated to a particular Series or Class
shall belong to that Series or Class. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all
Series and Classes for all purposes. The Trustees shall have full
discretion, to the extent not inconsistent with the 1940 Act, to
determine which items shall be treated as income and which items as
capital; and each such determination and allocation shall be
conclusive and binding upon the Shareholders.
(b) LIABILITIES BELONGING TO SERIES. The assets belonging to each
particular Series and Class thereof shall be charged with the
liabilities of the Trust in respect of that Series or Class and all
expenses, costs, charges and reserves attributable to that Series or
Class, and any general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as belonging
to any particular Series or Class shall be allocated and charged by
the Trustees to and among any one or more of the Series and Classes
established and designated from time to time in such manner and on
such basis as the Trustees in their sole discretion deem fair and
equitable. The liabilities, expenses, costs, charges and reserves
allocated and so charged to a Series or Class are herein referred to
as "liabilities belonging to" that Series or Class. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the Shareholders of all Series
for all purposes.
(c) DIVIDENDS. Dividends and distributions on Shares of a particular
Series may be paid with such frequency as the Trustees may determine,
which may be daily or otherwise pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees
may determine, to the holders of Shares of that Series, from such of
the estimated income and capital gains, accrued or realized, from the
assets belonging to that Series, as the Trustees may determine, after
providing for actual and accrued liabilities belonging to that Series.
All dividends and distributions on Shares of a particular Series shall
be distributed pro rata to the holders of that Series in proportion to
the number of Shares of that Series held by such holders at the date
and time of record established for the payment of such dividends or
distributions, except that in connection with any dividend or
distribution program or procedure the Trustees may determine that no
dividend or distribution shall be payable on Shares as to which the
Shareholder's purchase order and/or payment have not been received by
the time or times established by the Trustees under such program or
procedure, and except that if Classes have been established for any
Series, the rate of dividends or distributions may vary among such
Class pursuant to resolution, which may be a standing resolution, of
the Board of Trustees. Such dividends and distributions may be made in
cash or Shares or a combination thereof as determined by the Trustees
or pursuant to any program that the Trustees may have in effect at the
time for the election by each Shareholder of the mode of the making of
such dividend or distribution to that Shareholder. Any such dividend
or distribution paid in Shares will be paid at the net asset value
thereof as determined in accordance with subsection (h) of Section
4.2. The Trust intends to qualify each Series as a "regulated
investment company" under the Internal Revenue Code of 1954, as
amended, or any successor or comparable statute thereto, and
regulations promulgated thereunder. Inasmuch as the computation of net
income and gains for federal income tax purposes may vary from the
computation thereof on the books of the Trust, the Board of Trustees
shall have the power, in its sole discretion, to distribute in any
fiscal year as dividends, including dividends designated in whole or
in part as capital gains distributions, amounts sufficient, in the
opinion of the Board of Trustees, to enable each Series to qualify as
a regulated investment company and to avoid liability of the Series
for federal income tax in respect of that year. However, nothing in
the foregoing shall limit the authority of the Board of Trustees to
make distributions greater than or less than the amount necessary to
qualify as a regulated investment company and to avoid liability of
each Series for such tax.
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(d) LIQUIDATION. In event of the liquidation or dissolution of the Trust,
the Shareholders of each Series or Class that has been established and
designated shall be entitled to receive, as a Series or Class, when
and as declared by the Trustees, the excess of the assets belonging to
that Series or Class over the liabilities belonging to that Series or
Class. The assets so distributable to the Shareholders of any
particular Series or Class shall be distributed among such
Shareholders in proportion to the number of Shares of that Series or
Class held by them and recorded on the books of the Trust. The
liquidation of any particular Series or Class may be authorized by
vote of a majority of the Trustees then in office subject to the
approval of a majority of the outstanding voting Shares of that Series
or Class, as defined in the 1940 Act.
(e) VOTING. All Shares shall have "equal voting rights" as such term is
defined in the Investment Company Act of 1940 and except as otherwise
provided by that Act or rules, regulations or orders promulgated
thereunder. On each matter submitted to a vote of the Shareholders,
each Series shall vote as a separate series except (i) as to any
matter with respect to which a vote of all Series voting as a single
series is required by the 1940 Act or rules and regulations
promulgated thereunder, or would be required under the Massachusetts
Business Corporation Law if the Trust were a Massachusetts business
corporation; and (ii) as to any matter which the Trustees have
determined affects only the interests of one or more Series or
Classes, only the holders of Shares of the one or more affected Series
or Classes shall be entitled to vote thereon.
(f) REDEMPTION BY SHAREHOLDER. Each holder of Shares of a particular
Series or Class shall have the right at such times as may be permitted
by the Trust, but no less frequently than once each week, to require
the Trust to redeem all or any part of his Shares of that Series or
Class at a redemption price equal to the net asset value per Share of
that Series or Class next determined in accordance with subsection (h)
of this Section 4.2 after the Shares are properly tendered for
redemption. Payment of the redemption price shall be in cash;
provided, however, that if the Trustees determine, which determination
shall be conclusive, that conditions exist which make payment wholly
in cash unwise or undesirable, the Trust may make payment wholly or
partly in securities or other assets belonging to the Series or Class
of which the Shares being redeemed are part at the value of such
securities or assets used in such determination of net asset value.
Notwithstanding the foregoing, the Trust may postpone payment of the
redemption price and may suspend the right of the holders of Shares of
any Series to require the Trust to redeem Shares of that Series during
any period or at any time when and to the extent permissible under the
1940 Act, and such redemption is conditioned upon the Trust having
funds or property legally available therefor.
(g) REDEMPTION BY TRUST. Each Share of each Series or Class that has been
established and designated is subject to redemption by the Trust at
the redemption price which would be applicable if such Share was then
being redeemed by the Shareholder pursuant to subsection (f) of this
Section 4.2: (a) at any time, if the Trustees determine in their sole
discretion that failure to so redeem may have materially adverse
consequences to all or any of the holders of the Shares, or any Series
or Class thereof, of the Trust, or (b) upon such other conditions as
may from time to time be determined by the Trustees and set forth in
the then current Prospectus of the Trust with respect to maintenance
of Shareholder accounts of a minimum amount. Upon such redemption the
holders of the Shares so redeemed shall have no further right with
respect thereto other than to receive payment of such redemption
price.
(h) NET ASSET VALUE. The net asset value per Share of any Series or Class
shall be the quotient obtained by dividing the value of the net assets
of that Series or Class (being the value of the assets belonging to
that Series or Class less the liabilities belonging to that Series or
Class) by the total number of Shares of that Series or Class
outstanding, all determined in accordance with the methods and
procedures, including without limitation those with respect to
rounding, established by the Trustees from time to time. Net asset
value shall be determined separately for each Class of a Series.
The Trustees may determine to maintain the net asset value per Share
of any Series or Class at a designated constant dollar amount and in
connection therewith may adopt procedures not inconsistent with the
1940 Act for the continuing declarations of income attributable to
that Series or Class as dividends payable in additional Shares of that
Series or Class at the designated constant dollar amount and for the
handling of any losses attributable to that Series or Class. Such
procedures may provide that in the event of any loss each Shareholder
shall be deemed to have contributed to the capital of the Trust
attributable to that Series or Class his pro rata portion of the total
number of Shares required to be canceled in order to permit the net
asset value per Share of that Series or Class to be maintained, after
reflecting such loss, at the designated constant dollar amount. Each
Shareholder of the Trust shall be deemed to have agreed, by his
investment in any Series with respect to which the Trustees shall have
adopted any such procedure, to make the contribution referred to in
the preceding sentence in the event of any such loss.
(i) TRANSFER. All Shares of each particular Series or Class shall be
transferable, but transfers of Shares of a particular Series or Class
will be recorded on the Share transfer records of the Trust applicable
to that Series or Class only at such times as Shareholders shall have
the right to require the Trust to redeem Shares of that Series or
Class and at such other times as may be permitted by the Trustees.
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(j) EQUALITY. All Shares of each particular Series shall represent an
equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to that Series), and each Share
of any particular Series shall be equal to each other Share of that
Series; but the provisions of this sentence shall not restrict any
distinctions permissible under this Section 4.2 that may exist with
respect to a Class of the same Series. The Trustees may from time to
time divide or combine the Shares of any particular Series or Class
into a greater or lesser number of Shares of that Series or Class
without thereby changing the proportionate beneficial interest in the
assets belonging to that Series or Class or in any way affecting the
rights of Shares of any other Series or Class.
(k) FRACTIONS. Any fractional Share of any Series or Class, if any such
fractional Share is outstanding, shall carry proportionately all the
rights and obligations of a whole Share of that Series or Class,
including with respect to voting, receipt of dividends and
distributions, redemption of Shares, and liquidation of the Trust.
(l) CONVERSION RIGHTS. Subject to compliance with the requirements of the
1940 Act, the Trustees shall have the authority to provide that
holders of Shares of any Series or Class shall have the right to
convert said Shares into Shares of one or more other Series or Classes
in accordance with such requirements and procedures as may be
established by the Trustees.
Section 4.3 OWNERSHIP OF SHARES. The ownership of Shares shall be recorded
on the books of the Trust or of a transfer or similar agent for the Trust, which
books shall be maintained separately for the Shares of each Series and Class
that has been established and designated. No certificates certifying the
ownership of Shares need be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the use of facsimile
signatures, the transfer of Shares and similar matters. The record books of the
Trust as kept by the Trust or any transfer or similar agent, as the case may be,
shall be conclusive as to who are the Shareholders and as to the number of
Shares of each Series and Class held from time to time by each such Shareholder.
Section 4.4 INVESTMENTS IN THE TRUST. The Trustees may accept investments
in the Trust from such persons and on such terms and for such consideration, not
inconsistent with the provisions of the 1940 Act, as they from time to time
authorize. The Trustees may authorize any distributor, principal underwriter,
custodian, transfer agent or other person to accept orders for the purchase of
Shares that conform to such authorized terms and to reject any purchase orders
for Shares whether or not conforming to such authorized terms.
Section 4.5 NO PREEMPTIVE RIGHTS. Shareholders shall have no preemptive or
other right to subscribe to any additional Shares or other securities issued by
the Trust.
Section 4.6 STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY. Shares
shall be deemed to be personal property giving only the rights provided in this
instrument. Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms hereof and to have
become a party hereto. The death of a Shareholder during the continuance of the
Trust shall not operate to terminate the Trust nor entitle the representative of
any deceased Shareholder to an accounting or to take any action in court or
elsewhere against the Trust or the Trustees, but only to the rights of said
decedent under this Trust. Ownership of Shares shall not entitle the Shareholder
to any title in or to the whole or any part of the Trust property or right to
call for a partition or division of the same or for an accounting, nor shall the
ownership of Shares constitute the Shareholders partners. Neither the Trust nor
the Trustees, nor any officer, employee or agent of the Trust shall have any
power to bind personally any Shareholder, nor except as specifically provided
herein to call upon any Shareholder for the payment of any sum of money or
assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay.
ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 5.1 VOTING POWERS. The Shareholders shall have power to vote only
(i) for the election or removal of Trustees as provided in Section 3.1, (ii)
with respect to any contract with a Contracting Party as provided in Section 3.3
as to which Shareholder approval is required by the 1940 Act, (iii) with respect
to any termination or reorganization of the Trust or any Series to the extent
and as provided in Sections 7.1 and 7.2, (iv) with respect to any amendment of
this Declaration of Trust to the extent and as provided in Section 7.3, (v) to
the same extent as the stockholders of a Massachusetts business corporation as
to whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the Trust
or the Shareholders, and (vi) with respect to such additional matters relating
to the Trust as may be required by the 1940 Act, this Declaration of Trust, the
By-Laws or any registration of the Trust with the Commission (or any successor
agency) or any state, or as the
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Trustees may consider necessary or desirable. There shall be no cumulative
voting in the election of any Trustee or Trustees. Shares may be voted in person
or by proxy. A proxy with respect to Shares held in the name of two or more
persons shall be valid if executed by any one of them unless at or prior to
exercise of the proxy the Trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a Shareholder shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on the challenger.
Until Shares are then issued and outstanding, the Trustees may exercise all
rights of Shareholders and may take any action required by law, this Declaration
of Trust or the By-Laws to be taken by Shareholders.
Section 5.2 MEETINGS. Meetings (including meetings involving only the
holders of Shares of one or more but less than all Series or Classes) of
Shareholders may be called by the Trustees from time to time for the purpose of
taking action upon any matter requiring the vote or authority of the
Shareholders as herein provided or upon any other matter deemed by the Trustees
to be necessary or desirable. Written notice of any meeting of Shareholders
shall be given or caused to be given by the Trustees by mailing such notice at
least seven days before such meeting, postage prepaid, stating the time, place
and purpose of the meeting, to each Shareholder at the Shareholder's address as
it appears on the records of the Trust. If the Trustees shall fail to call or
give notice of any meeting of Shareholders (including a meeting involving only
the holders of Shares of one or more but less than all Series or Classes) for a
period of 30 days after written application by Shareholders holding at least 25%
of the Shares then outstanding requesting a meeting be called for any other
purpose requiring action by the Shareholders as provided herein or in the
By-Laws, then Shareholders holding at least 25% of the Shares then outstanding
may call and give notice of such meeting, and thereupon the meeting shall be
held in the manner provided for herein in case of call thereof by the Trustees.
Section 5.3 RECORD DATES. For the purpose of determining the Shareholders
who are entitled to vote or act at any meeting or any adjournment thereof, or
who are entitled to participate in any dividend or distribution, or for the
purpose of any other action, the Trustees may from time to time close the
transfer books for such period, not exceeding 30 days (except at or in
connection with the termination of the Trust), as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date and time not more
than 60 days prior to the date of any meeting of Shareholders or other action as
the date and time of record for the determination of Shareholders entitled to
vote at such meeting or any adjournment thereof or to be treated as Shareholders
of record for purposes of such other action, and any Shareholder who was a
Shareholder at the date and time so fixed shall be entitled to vote at such
meeting or any adjournment thereof or (subject to any provisions permissible
under subsection (c) of Section 4.2 with respect to dividends or distributions
on Shares that have not been ordered and/or paid for by the time or times
established by the Trustees under the applicable dividend or distribution
program or procedure then in effect) to be treated as a Shareholder of record
for purposes of such other action, even though he has since that date and time
disposed of his Shares, and no Shareholder becoming such after that date and
time shall be so entitled to vote at such meeting or any adjournment thereof or
to be treated as a Shareholder of record for purposes of such other action.
Section 5.4 QUORUM AND REQUIRED VOTE. A majority of Shares entitled to vote
shall be a quorum for the transaction of business at a Shareholders' meeting,
except that where any provision of law or of this Declaration of Trust permits
or requires that holders of any Series or Class thereof shall vote as a Series
or Class, then a majority of the aggregate number of Shares of that Series or
Class thereof entitled to vote shall be necessary to constitute a quorum for the
transaction of business by that Series or Class. Any lesser number shall be
sufficient for adjournments. Any adjourned session or sessions may be held,
within a reasonable time after the date set for the original meeting, without
the necessity of further notice. Except when a larger vote is required by any
provision of this Declaration of Trust or the By-Laws, a majority of the Shares
voted, at a meeting at which a quorum is present, shall decide any questions and
a plurality shall elect a Trustee, provided that where any provision of law or
of this Declaration of Trust permits or requires that the holders of any Series
or Class shall vote as a Series or Class, then a majority of the Shares of that
Series or Class voted on the matter shall decide that matter insofar as that
Series or Class is concerned.
Section 5.5 ACTION BY WRITTEN CONSENT. Subject to the provisions of the
1940 Act and other applicable law, any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote on the matter
(or such other proportion thereof as shall be required by the 1940 Act or by any
express provision of this Declaration of Trust or the By-Laws) consent to the
action in writing and such written consents are filed with the records of the
meetings of Shareholders. Such consent shall be treated for all purposes as a
vote taken at a meeting of Shareholders.
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Section 5.6 INSPECTION OF RECORDS. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted stockholders of
a Massachusetts business corporation under the Massachusetts Business
Corporation Law.
Section 5.7 ADDITIONAL PROVISIONS. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.
ARTICLE VI
LIMITATION OF LIABILITY; INDEMNIFICATION
Section 6.1 TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE. All
persons extending credit to, contracting with or having any claim against any
Series of the Trust (or the Trust on behalf of any Series) shall look only to
the assets of that Series for payment under such credit, contract or claim; and
neither the Shareholders nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally liable
therefor. Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been executed or done only by or for the Trust or
the Trustees and not personally. Nothing in this Declaration of Trust shall
protect any Trustee or officer against any liability to the Trust or the
Shareholders to which such Trustee or officer would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office of Trustee or of such
officer.
Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officers or officer shall give notice that this
Declaration of Trust is on file with the Secretary of the Commonwealth of
Massachusetts and shall recite to the effect that the same was executed or made
by or on behalf of the Trust or by them as Trustees or Trustee or as officers or
officer and not individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but are binding only
upon the assets and property of the Trust, but the omission thereof shall not
operate to bind any Trustees or Trustee or officers or officer or Shareholders
or Shareholder individually.
Section 6.2 TRUSTEE'S GOOD FAITH ACTION; EXPERT ADVICE; NO BOND OR SURETY.
The exercise by the Trustees of their powers and discretions hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or law. Subject
to the foregoing, (a) the Trustees shall not be responsible or liable in any
event for any neglect or wrongdoing of any officer, agent, employee, consultant,
adviser, administrator, distributor or principal underwriter, custodian or
transfer, dividend disbursing, Shareholder servicing or accounting agent of the
Trust, nor shall any Trustee be responsible for the act or omission of any other
Trustee; (b) the Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust and their
duties as Trustees, and shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice; and (c) in
discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written reports
made to the Trustees by any officer appointed by them, any independent public
accountant, and (with respect to the subject matter of the contract involved)
any officer, partner or responsible employee of a Contracting Party appointed by
the Trustees pursuant to Section 3.3. The Trustees as such shall not be required
to give any bond or surety or any other security for the performance of their
duties.
Section 6.3 INDEMNIFICATION OF SHAREHOLDERS. In case any Shareholder or
former Shareholder shall be charged or held to be personally liable for any
obligation or liability of the Trust solely by reason of being or having been a
Shareholder and not because of such Shareholder's acts or omissions or for some
other reason, the Trust (upon proper and timely request by the Shareholder)
shall assume the defense against such charge and satisfy any judgment thereon,
and the Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) shall be entitled out of
the assets of the Trust estate to be held harmless from and indemnified against
all loss and expense arising from such liability; provided that, in the event
the Trust shall consist of more than one Series, Shareholders of a particular
Series who are faced with claims or liabilities solely by reason of their status
as Shareholders of that Series shall be limited to the assets of that Series for
recovery of such loss and related expenses. The rights accruing to a Shareholder
under this Section 6.3 shall not exclude any other right to which such
Shareholder may be lawfully entitled, nor shall anything
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herein contained restrict the right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even though not specifically provided
herein.
Section 6.4 INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. The Trust shall
indemnify each of its Trustees and officers (including persons who serve at the
Trust's request as directors, officers or trustees of another organization in
which the Trust has any interest as a shareholder, creditor or otherwise
(hereinafter referred to as a "Covered Person") against all liabilities,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and expenses, including reasonable
accountants' and counsel fees, incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or legislative body, in
which such Covered Person may be or may have been involved as a party or
otherwise or with which such person may be or may have been threatened, while in
office or thereafter, by reason of being or having been such a Trustee or
officer, director or trustee, and except that no Covered Person shall be
indemnified against any liability to the Trust or its Shareholders to which such
Covered Person would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office ("disabling conduct"). Anything herein
contained to the contrary notwithstanding, no Covered Person shall be
indemnified for any liability to the Trust or its Shareholders to which such
Covered Person would otherwise be subject unless (1) a final decision on the
merits is made by a court or other body before whom the proceeding was brought
that the Covered Person to be indemnified was not liable by reason of disabling
conduct or, (2) in the absence of such a decision, a reasonable determination is
made, based upon a review of the facts, that the Covered Person was not liable
by reason of disabling conduct, by (a) the vote of a majority of a quorum of
Trustees who are neither "interested persons" of the Company as defined in the
Investment Company Act of 1940 nor parties to the proceeding ("disinterested,
non-party Trustees"), or (b) an independent legal counsel in a written opinion.
Section 6.5 ADVANCES OF EXPENSES. The Trust shall advance attorneys' fees
or other expenses incurred by a Covered Person in defending a proceeding; upon
the undertaking by or on behalf of the Covered Person to repay the advance
unless it is ultimately determined that such Covered Person is entitled to
indemnification, so long as one of the following conditions is met: (i) the
Covered Person shall provide security for his undertaking, (ii) the Trust shall
be insured against losses arising by reason of any lawful advances, or (iii) a
majority of a quorum of the disinterested non-party Trustees of the Trust, or an
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the Covered Person ultimately will be found
entitled to indemnification.
Section 6.6 INDEMNIFICATION NOT EXCLUSIVE, ETC. The right of
indemnification provided by this Article VI shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As used in
this Article VI, "Covered Person" shall include such person's heirs, executors
and administrators, an "interested Covered Person" is one against whom the
action, suit or other proceeding in question or another action, suit or other
proceeding on the same or similar grounds is then or has been pending or
threatened, and a "disinterested" person is a person against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending or threatened.
Nothing contained in this article shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees and officers, and other
persons may be entitled by contract or otherwise under law, nor the power of the
Trust to purchase and maintain liability insurance on behalf of any such person.
Section 6.7 LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
ARTICLE VII
MISCELLANEOUS
Section 7.1 DURATION AND TERMINATION OF TRUST. Unless terminated as
provided herein, the Trust shall continue without limitation of time. The Trust
may be terminated at any time by a majority of the Trustees then in office
subject to a favorable vote of a majority of the outstanding voting Shares, as
defined in the 1940 Act, of each Series voting separately by Series.
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Upon termination, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or anticipated as may be
determined by the Trustees, the Trust shall in accordance with such procedures
as the Trustees consider appropriate reduce the remaining assets to
distributable form in cash, securities or other property, or any combination
thereof, and distribute the proceeds to the Shareholders, in conformity with the
provisions of subsection (d) of Section 4.2.
Section 7.2 REORGANIZATION. The Trustees may sell, convey and transfer the
assets of the Trust, or the assets belonging to any one or more Series, to
another trust, partnership, association or corporation organized under the laws
of any state of the United States, or to the Trust to be held as assets
belonging to another Series of the Trust, in exchange for cash, shares or other
securities (including, in the case of a transfer to another Series of the Trust,
Shares of such other Series) with such transfer being made subject to, or with
the assumption by the transferee of, the liabilities belonging to each Series
the assets of which are so transferred; provided, however, that if shareholder
approval is required by the 1940 Act, no assets belonging to any particular
Series shall be so transferred unless the terms of such transfer shall have
first been approved at a meeting called for the purpose by the affirmative vote
of the holders of a majority of the outstanding voting Shares, as defined in the
1940 Act, of that Series. Following such transfer, the Trustees shall distribute
such cash, shares or other securities (giving due effect to the assets and
liabilities belonging to and any other differences among the various Series the
assets belonging to which have so been transferred) among the Shareholders of
the Series the assets belonging to which have been so transferred; and if all of
the assets of the Trust have been so transferred, the Trust shall be terminated.
Section 7.3 AMENDMENTS. All rights granted to the Shareholders under this
Declaration of Trust are granted subject to the reservation of the right to
amend this Declaration of Trust as herein provided, except that no amendment
shall repeal the limitations on personal liability of any Shareholder or Trustee
or repeal the prohibition of assessment upon the Shareholders without the
express consent of each Shareholder or Trustee involved. Subject to the
foregoing, the provisions of this Declaration of Trust (whether or not related
to the rights of Shareholders) may be amended at any time by an instrument in
writing signed by a majority of the then Trustees (or by an officer of the Trust
pursuant to the vote of a majority of such Trustees), when authorized so to do
by the vote in accordance with subsection (e) of Section 4.2 of Shareholders
holding a majority of the Shares entitled to vote, except that amendments either
(a) establishing and designating any new Series of Shares not established and
designated in Section 4.2, or any Class or (b) having the purpose of changing
the name of the Trust or the name of any Shares theretofore established and
designated or of supplying any omission, curing any ambiguity or curing,
correcting or supplementing any provision hereof which is internally
inconsistent with any other provision hereof or which is defective or
inconsistent with the 1940 Act or with the requirements of the Internal Revenue
Code and applicable regulations for the Trust's obtaining the most favorable
treatment thereunder available to regulated investment companies, shall not
require authorization by Shareholder vote. If Shares have been issued in Series
or Classes and such amendment would not affect Shares of all Series or Classes
equally, no such amendment may be made except with the vote or consent of the
holders of a majority of the Shares of each Series or Class affected by such
amendment. Subject to the foregoing, any such amendment shall be effective as
provided in the instrument containing the terms of such amendment or, if there
is no provision therein with respect to effectiveness, upon the execution of
such instrument and of a certificate (which may be a part of such instrument)
executed by a Trustee or officer of the Trust to the effect that such amendment
has been duly adopted.
Section 7.4 FILING OF COPIES; REFERENCES; HEADINGS. The original or a copy
of this instrument and of each amendment hereto shall be kept at the office of
the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the Trust with the
Secretary of the Commonwealth of Massachusetts and with the Boston City clerk,
as well as any other governmental office where such filing may from time to time
be required, but the failure to make any such filing shall not impair the
effectiveness of this instrument or any such amendment. Anyone dealing with the
Trust may rely on a certificate by an officer of the Trust as to whether or not
any such amendments have been made, as to the identities of the Trustees and
officers, and as to any matters in connection with the Trust hereunder; and,
with the same effect as if it were the original, may rely on a copy certified by
an officer of the Trust to be a copy of this instrument or of any such
amendments. In this instrument and in any such amendment, references to this
instrument, and all expressions like "herein", "hereof" and "hereunder" shall be
deemed to refer to this instrument as a whole as the same may be amended or
affected by any such amendments. The masculine gender shall include the feminine
and neuter genders. Headings are placed herein for convenience of reference only
and shall not be taken as a part hereof or control or affect the meaning,
construction or effect of this
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instrument. This instrument may be executed in any number of counterparts each
of which shall be deemed an original.
Section 7.5 APPLICABLE LAW. This Declaration of Trust is to be governed by
and construed and administered according to the laws of the Commonwealth of
Massachusetts, including the Massachusetts Business Corporation Law as the same
may be amended from time to time, to which reference is made with the intention
that matters not specifically covered herein or as to which an ambiguity may
exist shall be resolved as if the Trust were a business corporation organized in
Massachusetts, but the reference to said Business Corporation Law is not
intended to give the Trust, the Trustees, the Shareholders or any other person
any right, power, authority or responsibility available only to or in connection
with an entity organized in corporate form. The Trust shall be of the type
referred to in Section 1 of Chapter 182 of the Massachusetts General Laws and of
the type commonly called a Massachusetts business trust, and without limiting
the provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust.
IN WITNESS WHEREOF, the undersigned officer of the Trust, duly authorized
by the Trustees and the Shareholders, has hereunto set his hand in Cincinnati,
Ohio for himself and his assigns, on this day , 1997.
STATE OF OHIO
} ss:
COUNTY OF HAMILTON
Before me, a Notary Public in and for said county and state, personally
appeared the above named Dale H. Rabiner, who acknowledged that he did sign the
foregoing instrument and that the same is his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on this day of , 1997.
Notary Public
My Commission Expires:
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APPENDIX B
INVESTMENT MANAGEMENT AND ADMINISTRATION AGREEMENT
Agreement made as of July , 1997, between BARTLETT CAPITAL TRUST, a
Massachusetts business trust ("Trust"), and BARTLETT & CO. ("Bartlett"), an Ohio
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, as amended (the "Contract").
RECITALS
(1) The Trust is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as an open-end management investment company and offers
for public sale distinct series of shares of beneficial interest, each
corresponding to a distinct portfolio; and
(2) The Trust desires to retain Bartlett as investment adviser and
administrator to furnish certain administrative, investment advisory and
portfolio management services to the Trust and its Bartlett Value International
Fund series, Bartlett Basic Value Fund series, Bartlett Europe Fund series, and
to such other series that the parties may hereafter designate ("Series"), and
Bartlett is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints Bartlett as investment adviser
and administrator of the Trust and each Series for the period and on the terms
set forth in this Contract. Bartlett accepts such appointment and agrees to
render the services set forth herein for the compensation herein provided.
2. DUTIES AS INVESTMENT ADVISER.
(a) Subject to the supervision of and any guidelines adopted by the
Trust's Board of Trustees (the "Board"), Bartlett will provide a continuous
investment program for each Series, including investment research and management
with respect to all securities and investments and cash equivalents in each
Series. Bartlett will determine from time to time what securities investments
will be purchased, retained or sold by each Series, and will be responsible for
placing purchase and sell orders for the securities investments and for other
related transactions. Bartlett will provide services under this Contract in
accordance with each Series' investment objective, policies and restrictions as
stated in the Trust's currently effective registration statement under the
Securities Act of 1933, as amended, and the 1940 Act ("Registration Statement"),
and any amendments or supplements thereto.
(b) Bartlett agrees that, in placing orders with brokers and dealers, it
will attempt to obtain the best net result in terms of price and execution;
provided that, on behalf of any Series, Bartlett may, in its discretion,
purchase and sell portfolio securities through brokers who provide the Series
with research, analysis, advice and similar services, and Bartlett may pay to
those brokers, in return for brokerage and research services, a higher
commission than may be charged by other brokers, subject to Bartlett's
determining in good faith that such commission is reasonable in terms either of
the particular transaction or of the overall responsibility of Bartlett to such
Series and its other clients and that the total commissions paid by such Series
will be reasonable in relation to the benefits to the Series over the long term.
In no instance will portfolio securities be purchased from or sold to Bartlett,
or any affiliated person thereof, except in accordance with the federal
securities laws and the rules and regulations thereunder. Bartlett, or any
affiliated person thereof, may act as broker in connection with transactions in
portfolio securities on behalf of a Series, provided that such actions are in
compliance with the federal securities laws and the rules and regulations
thereunder, including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder.
Whenever Bartlett simultaneously places orders to purchase or sell the same
security on behalf of a Series and one or more other accounts advised by
Bartlett, the orders will be allocated as to price and amount among all such
accounts in a manner believed to be equitable to each account. The Trust
recognizes that in some cases this procedure may adversely affect the results
obtained for the Series.
(c) Bartlett will oversee the maintenance of all books and records with
respect to the securities transactions of each Series, and will furnish the
Board with such periodic and special reports as the Board reasonably may
request. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Bartlett hereby agrees that all records which it maintains for the Trust are the
property of the Trust, agrees to preserve for the periods prescribed by Rule
31a-2 under
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the 1940 Act any records which it maintains for the Trust and which are required
to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to
surrender promptly to the Trust any records which it maintains for the Trust
upon request by the Trust.
(d) Bartlett will oversee the computation of the net asset value and the
net income of each Series as described in the Registration Statement or as more
frequently requested by the Board.
(e) The Trust hereby authorizes Bartlett and any entity or person
associated with Bartlett which is a member of a national securities exchange to
effect any transaction on such exchange for the account of any Series, which
transaction is permitted by Section 11(a) of the Securities Exchange Act of
1934, as amended, and Rule 11a2-2(T) thereunder, and the Trust hereby consents
to the retention of compensation by Bartlett or any person or entity associated
with Bartlett for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
3. DUTIES AS ADMINISTRATOR. Bartlett will administer the affairs of the
Trust and each Series subject to the supervision of the Board and the following
understandings:
(a) Bartlett will supervise all aspects of the operations of the Trust
and each Series, including the oversight of transfer agency, custodial and
accounting services, except as hereinafter set forth; provided, however, that
nothing herein contained shall be deemed to relieve or deprive the Board of its
responsibility for and control of the conduct of the affairs of the Trust and
each Series.
(b) Bartlett will provide the Trust and each Series with such corporate,
administrative and clerical personnel (including officers of the Trust) and
services as are reasonably deemed necessary or advisable by the Board, including
the maintenance of certain books and records of the Trust and each Series.
(c) Bartlett will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of the Trust's Registration
Statement, proxy material, tax returns and required reports to each Series'
shareholders and the Securities and Exchange Commission ("SEC") and other
appropriate federal or state regulatory authorities.
(d) Bartlett will provide the Trust and each Series with, or obtain for
it, adequate office space and all necessary office equipment and services,
including telephone service, heat, utilities and similar items.
(e) Bartlett will provide the Board on a regular basis with economic and
investment analyses and reports and make available to the Board upon request any
economic, statistical and investment services normally available to
institutional or other customers of Bartlett.
4. FURTHER DUTIES. In all matters relating to the performance of this
Contract, Bartlett will act in conformity with the Declaration of Trust, By-Laws
and Registration Statement of the Trust and with the instructions and directions
of the Board and will comply with the requirements of the 1940 Act, the rules
thereunder and all other applicable federal and state laws and regulations.
5. DELEGATION OF BARTLETT'S DUTIES AS INVESTMENT ADVISER AND ADMINISTRATOR.
With respect to any Series, Bartlett may enter into one or more contracts
("Sub-Advisory or Sub-Administration Contract") with a sub-adviser or
sub-administrator in which Bartlett delegates to such sub-adviser or
sub-administrator any or all its duties specified in Paragraphs 2 and 3 of this
Contract, provided that each Sub-Advisory or Sub-Administration Contract imposes
on the sub-adviser or sub-administrator bound thereby all of the duties and
conditions to which Bartlett is subject by Paragraphs 2, 3 and 4 of this
Contract, and further provided that each Sub-Advisory or Sub-Administration
Contract meets all of the requirements of the 1940 Act and rules thereunder.
6. SERVICES NOT EXCLUSIVE. The services furnished by Bartlett hereunder are
not to be deemed exclusive and Bartlett shall be free to furnish similar
services to others so long as its services under this Contract are not impaired
thereby. Nothing in this Contract shall limit or restrict the right of any
director, officer or employee of Bartlett, who may also be a trustee, officer or
employee of the Trust, to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature.
7. EXPENSES.
(a) During the terms of this Contract, each Series will bear all
expenses not specifically assumed by Bartlett, incurred in its operations and
the offering of its shares.
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(b) Expenses borne by each Series will include but not be limited to the
following (or each Series' proportionate share of the following): (i) the cost
(including brokerage commissions) of securities purchased or sold by the Series
and any losses incurred in connection therewith; (ii) fees payable to and
expenses incurred on behalf of a Series by Bartlett under this Contract; (iii)
expenses of organizing the Trust and any Series; (iv) filing fees and expenses
relating to the registration and qualification of a Series' shares under federal
and/or state securities laws and maintaining such registrations and
qualifications; (v) fees and salaries payable to the Trust's Trustees and
officers who are not interested persons of the Trust or Bartlett; (vi) all
expenses incurred in connection with the Trustees' services, including travel
expenses; (vii) taxes (including any income or franchise taxes) and governmental
fees; (viii) costs of any liability, uncollectible items of deposit and other
insurance and fidelity bonds; (ix) any costs, expenses or losses arising out of
a liability of or claim for damages or other relief asserted against the Trust
or Series for violation of any law; (x) legal, accounting and auditing expenses,
including legal fees of special counsel for those Trustees of the Trust who are
not interested persons of the Trust; (xi) charges of custodians, transfer agents
and other agents; (xii) expenses of setting in type and printing prospectuses
and supplements thereto, statements of additional information and supplements
thereto, reports and proxy materials for existing shareholders; (xiii) costs of
mailing prospectuses and supplements thereto, statements of additional
information and supplements thereto, reports and proxy materials to existing
shareholders; (xiv) any extraordinary expenses (including fees and disbursements
of counsel, costs of actions, suits or proceedings to which the Trust is a party
and the expenses the Trust may incur as a result of its legal obligation to
provide indemnification to its officers, Trustees, agents and shareholders)
incurred by the Trust or a Series; (xv) fees, voluntary assessments and other
expenses incurred in connection with membership in investment company
organizations; (xvi) costs of mailing and tabulating proxies and costs of
meetings of shareholders, the Board and any Committees thereof; (xvii) the cost
of investment company literature and other publications provided by the Trust to
its Trustees and officers; and (xviii) costs of mailing, stationery and
communications equipment.
(c) The Trust or a Series may pay directly any expense incurred by it in
its normal operations and, if any such payment is consented to by Bartlett and
acknowledged as otherwise payable by Bartlett pursuant to this Contract, the
Series may reduce the fee payable to Bartlett pursuant to Paragraph 8 hereof by
such amount. To the extent that such deductions exceed the fee payable to
Bartlett on any monthly payment date, such excess shall be carried forward and
deducted in the same manner from the fee payable on succeeding monthly payment
dates. Bartlett may also directly pay any expense of the Trust or a Series if
such payment is consented to by Bartlett and acknowledged as otherwise payable
by Bartlett pursuant to this Contract.
(d) Bartlett will assume the cost of any compensation for services paid
to the Trust and to those Trustees who are interested persons of the Trust.
8. COMPENSATION.
(a) For the services provided and the expenses assumed pursuant to this
Contract, with respect to a Series, the Trust will pay to Bartlett a fee,
computed daily and paid monthly, at the annual rate set forth in Schedule A,
together with a schedule showing the manner in which the fee was computed.
(b) The fee shall be computed daily and paid monthly to Bartlett on or
before the last business day of the next succeeding calendar month.
(c) If this Contract becomes effective or terminates before the end of
any month, the fee for the period from the effective date to the end of the
month or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
9. LIMITATION OF LIABILITY OF BARTLETT. Bartlett shall not be liable for
any error of judgment or mistake of law or for any loss suffered by any Series
or the Trust in connection with the matters to which this Contract relates
except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Contract. Any person, even though also an
officer, director, employee, or agent of Bartlett, who may be or become an
officer, Trustee, employee or agent of the Trust shall be deemed, when rendering
services to any Series or the Trust or acting with respect to any business of
such Series or the Trust, to be rendering such service to or acting solely for
the Series or the Trust and not as an officer, director, employee or agent or
one under the control or direction of Bartlett, even though paid by Bartlett.
10. LIMITATION OF LIABILITY TO ASSETS OF TRUST OR SERIES. The obligations
of the Trust hereunder shall not be personally binding upon any of the trustees,
nominees, officers, agents or employees of the Trust, or the shareholders of any
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Series to which this Contract relates, but shall bind only the assets of the
Trust or such Series as set forth in its Declaration of Trust, as amended.
Bartlett agrees that, in asserting any rights or claims under this Contract, it
shall look only to such assets in settlement of any such right or claim. Notice
is hereby provided that the Trust's Declaration of Trust is on file with the
Secretary of the Commonwealth of Massachusetts. The execution and delivery of
this Contract by an officer of the Trust has been authorized by the trustees of
the Trust and the shareholders of each Series to which this Contract relates.
Such authorization and execution and delivery shall not be deemed to have been
made by any trustee, shareholder or officer individually or to impose any
personal liability upon them.
11. DURATION AND TERMINATION.
(a) This Contract shall become effective upon the date written above
provided that, with respect to any Series to which this Contract relates, this
Contract shall not take effect unless it first has been approved by a vote of a
majority of those Trustees of the Trust who are not parties to this Contract or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval and by a vote of the holders of a majority of
that Series' outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, this Contract shall continue automatically for successive periods of
twelve months each, provided that such continuance is specifically approved at
least annually (i) by a vote of a majority of those Trustees of the Trust who
are not parties to this Contract or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval and
(ii) by the Board or with respect to any given Series by vote of the holders of
a majority of the outstanding voting securities of such Series.
(c) Notwithstanding the foregoing, with respect to any Series to which
this Contract relates, this Contract may be terminated at any time, without the
payment of any penalty, by vote of the Board or by a vote of the holders of a
majority of the outstanding voting securities of such Series on sixty days'
written notice to Bartlett or by Bartlett at any time, without the payment of
any penalty, on sixty days' written notice to the Trust. Termination of this
Contract with respect to any given Series shall in no way affect the continued
validity of this Contract or the performance thereunder with respect to any
other Series. This Contract will automatically terminate in the event of its
assignment.
12. USE OF NAME. The Trust and Bartlett acknowledge that all rights to the
name "Bartlett" belong to Bartlett 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 that
Bartlett ceases to be the investment adviser to the Trust, the Trust's right to
use the name "Bartlett" shall automatically cease on the thirtieth (30th) day
following the termination of this Contract. The right to use the name may also
be withdrawn by Bartlett during the term of this Contract upon thirty (30) days'
written notice by Bartlett to the Trust. Nothing contained herein shall impair
or diminish in any respect Bartlett's right to use the name "Bartlett" in the
name of or in connection with any other business enterprises with which Bartlett
is or may become associated. There is no charge to the Trust for the right to
use this name.
13. AMENDMENT OF THIS CONTRACT. No provision of this Contract may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Contract as to any
given Series shall be effective until approved by the Board, including a
majority of its independent trustees, cast in person at a meeting called for the
purpose of voting on such approval, and, if required by the 1940 Act, by the
vote of the holders of a majority of the outstanding voting securities of the
Series to which the amendment relates.
14. GOVERNING LAW. This Contract shall be construed in accordance with the
laws of the Commonwealth of Massachusetts and the 1940 Act. To the extent that
the applicable laws of the Commonwealth of Massachusetts conflict with the
applicable provisions of the 1940 Act, the latter shall control.
15. MISCELLANEOUS. The captions in this Contract are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be affected
thereby. This Contract shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors. As used in this Contract,
the terms "majority of the outstanding voting securities," "interested person,"
"assignment," "broker," "dealer," "investment adviser," "national securities
exchange," "net assets," "prospectus," "sale," "sell" and "security" shall have
the same meaning as such terms have in the 1940 Act, subject to such exemption
as may be granted by the Securities and Exchange Commission by any rule,
regulation or order. Where the effect of a requirement of the 1940 Act reflected
in any provision of this Contract is replaced by a rule,
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regulation or order of the Securities and Exchange Commission, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.
Attest: BARTLETT CAPITAL TRUST
__________________________ By: ______________________________________
Attest: BARTLETT & CO.
__________________________ By: ______________________________________
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SCHEDULE A
Bartlett Europe Fund: The Trust shall pay Bartlett a fee, computed daily and
paid monthly, at the annual rate of 1.00% of Europe Fund's average daily net
assets, depending whether any fee arrangements are in place for Europe Fund.
For the period ending July 31, 1998, Bartlett agrees to waive a portion or all
of its fees to the extent that Europe Fund's total expenses for its Class A
shares exceeds 1.75% of the average daily net assets of such class.
Bartlett Basic Value Fund: The Trust shall pay Bartlett a fee, computed daily
and paid monthly, at the annual rate of 0.75% of Basic Value Fund's average
daily net assets, depending whether any fee waiver arrangements are in place for
Basic Value Fund.
For the period ending July 31, 1998, Bartlett agrees to waive a portion or all
of its fees to the extent that Basic Value Fund's total expenses for its Class A
shares exceeds 1.15% of the average daily net assets of such class.
Bartlett Value International Fund: The Trust shall pay Bartlett a fee, computed
daily and paid monthly, at the annual rate of 1.25% of Value International
Fund's average daily net assets, depending whether any fee waiver arrangements
are in place for Value International Fund.
For the period ending July 31, 1998, Bartlett agrees to waive a portion or all
of its fees to the extent that Value International Fund's total expenses for its
Class A shares exceeds 1.80% of the average daily net assets of such class.
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APPENDIX C
BARTLETT CAPITAL TRUST -- CLASS A SHARES
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, Bartlett Capital Trust (the "Trust") is an open-end management
investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act"), and has offered, and intends to continue offering,
distinct series of shares of beneficial interest ("Series") for public sale,
each corresponding to a distinct portfolio;
WHEREAS, the Trust has registered the offering of its shares of beneficial
interest under a Registration Statement filed with the Securities and Exchange
Commission and that Registration Statement is in effect as of the date hereof;
WHEREAS, the Trust's Board of Trustees have established the Series known
as: Bartlett Value International Fund, Bartlett Basic Value Fund, and Bartlett
Europe Fund (each a "Fund" and collectively the "Funds");
WHEREAS, the Trust desires to adopt a Plan of Distribution pursuant to Rule
12b-1 under the 1940 Act with respect to the Class A shares of the Funds and of
such other Series as may hereafter be designated by the Trust's Board of
Trustees ("Board"); and
WHEREAS, the Trust has entered into a Distribution Contract with BFP
Financial Partners, Inc. (the "Distributor") pursuant to which the Distributor
has agreed to serve as the principal underwriter and distributor of the Class A
shares of the Funds;
NOW, THEREFORE, the Trust hereby adopts this Distribution Plan (the "Plan")
with respect to the Class A shares of each Fund in accordance with Rule 12b-1
under the 1940 Act and on the following terms and conditions:
1. A. Each Fund is authorized to pay the Distributor as compensation for
the Distributor's services as principal underwriter of the Fund's Class A
shares, a service fee at the rate of 0.25% on an annualized basis of the average
daily net assets of the Fund's Class A shares, such fee to be calculated and
accrued daily and paid monthly or at such other intervals as the Board shall
determine.
B. Any Fund may pay a service fee to the Distributor at a lesser rate than
the fee specified in paragraph 1.A. of this Plan, as agreed upon by the Board
and the Distributor and as approved in the manner specified in paragraph 4 of
this Plan. The service fees payable hereunder are payable without regard to the
aggregate amount that may be paid over the years, provided that, so long as the
limitations set forth in Article III, Section 26(d) of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. ("NASD") remain
in effect and apply to distributors or dealers in the Funds' shares, the amounts
paid hereunder shall not exceed those limitations, including permissible
interest.
2. As principal underwriter of the Class A shares of each Fund, the
Distributor may spend such amounts as it deems appropriate on any activities or
expenses primarily intended to result in the sale of the Class A shares of the
Funds and/or the servicing and maintenance of shareholder accounts, including,
but not limited to, compensation to employees of the Distributor; compensation
to and expenses, including overhead and telephone and other communication
expenses of the Distributor and other selected broker-dealers who engage in or
support the distribution of shares or who service shareholder accounts; the
printing of prospectuses, statements of additional information, and reports for
other than existing shareholders; and the preparation and distribution of sales
literature and advertising materials.
3. This Plan shall not take effect with respect to the Class A shares of
any Fund until it has been approved by a vote of at least a majority of the
outstanding voting securities, as defined in the 1940 Act, of that Fund.
4. This Plan shall take effect on , 1997 and shall continue
in full force and effect for successive periods of one year from its execution
for so long as such continuance is specifically approved at least annually
together with any related agreements, by votes of a majority of both (a) the
Board of Trustees of the Trust and (b) those Trustees who are not "interested
persons" of the Trust, as defined in the 1940 Act, and who have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-1 Trustees"), cast in person at a meeting or
meetings called for the purpose of voting on this Plan and such related
agreements; and
C-1
<PAGE>
only if the Trustees who approve the Plan taking effect have reached the
conclusions required by Rule 12b-1(e) under the 1940 Act.
5. Any person authorized to direct the disposition of monies paid or
payable by any Fund pursuant to this Plan or any related agreement shall provide
to the Trust's Board of Trustees and the Board shall review, at least quarterly,
a written report of the amounts so expended and the purposes for which such
expenditures were made. The Distributor shall submit only information regarding
amounts expended for "service activities," as defined in this paragraph 5, to
the Board in support of the service fee payable hereunder.
For purposes of this Plan, "service activities" shall mean activities
covered by the definition of "service fee" contained in amendments to Article
III, Section 26(d) of the NASD's Rules of Fair Practice, including the provision
by the Distributor of personal, continuing services to investors in the Funds'
shares. Overhead and other expenses of the Distributor related to its "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such service
activities.
6. This Plan may be terminated with respect to any Fund at any time by vote
of a majority of the Rule 12b-1 Trustees or by vote of a majority of the
outstanding voting securities of that Fund.
7. This Plan may not be amended to increase materially the amount of
service fees provided for in paragraph 1.A. hereof unless such amendment is
approved by a vote of at least a majority of the outstanding securities, as
defined in the 1940 Act, of a Series, and no material amendment to the Plan
shall be made unless such amendment is approved in the manner provided for
continuing approval in paragraph 4 hereof.
8. While this Plan is in effect, the selection and nomination of trustees
who are not interested persons of the Trust, as defined in the 1940 Act, shall
be committed to the discretion of trustees who are themselves not interested
persons.
9. The Trust shall preserve copies of this Plan and any related agreements
for a period of not less than six years from the date of expiration of the Plan
or agreement, as the case may be, the first two years in an easily accessible
place; and shall preserve copies of each report made pursuant to paragraph 5
hereof for a period of not less than six years from the date of such report, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Trust has executed this Distribution Plan as of the
day and year set forth below.
Date: BARTLETT CAPITAL TRUST
____________________________
Attest: By:
_________________________
By:
____________________________
Agreed and assented to by
BFP FINANCIAL PARTNERS, INC.
By:
____________________________
Attest:
By:
____________________________
C-2
<PAGE>
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<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
BARTLETT CAPITAL TRUST
BARTLETT BASIC VALUE FUND
Mark box at right if an address change or comment has been noted on the
reverse side of this card. [ ]
RECORD DATE SHARES:
Date:
Please be sure to sign and date this Proxy.
Shareholder sign here Co-owner sign here
<TABLE>
<S> <C>
1. To elect the ten nominees specified below as Trustees to serve until their successors
are elected and qualified:
A. John W. Campbell; Edmund J. Cashman, Jr.; Henri Deegenaar; Ian F.H. Grant; Charles For Withhold For All
J. Swindells; Prinz Wolfgang E. Ysenburg; Lorrence T. Kellar; Dale H. Rabiner; Alan R. Except
Schriber; and William P. Sheehan [ ] [ ] [ ]
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line
through the nominee's(s') name(s). Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. To approve amendments to the Trust's Declaration of Trust. [ ] [ ] [ ]
3a. To approve a new Investment Management Agreement between the Trust and Bartlett & Co. [ ] [ ] [ ]
relating to the Fund.
3b. To approve a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act [ ] [ ] [ ]
of 1940, as amended, relating to the Fund.
4. To ratify the selection of Coopers & Lybrand L.L.P. as the Trust's independent [ ] [ ] [ ]
accountants for the fiscal year ending March 31, 1998.
</TABLE>
- --------------------------------------------------------------------------------
DETACH CARD DETACH CARD
BARTLETT CAPITAL TRUST
BARTLETT BASIC VALUE FUND
PROXY FOR MEETING OF SHAREHOLDERS, TUESDAY, JULY 15, 1997
The undersigned shareholder(s) of Bartlett Basic Value Fund (the "Fund"), a
series of Bartlett Capital Trust, hereby appoints as proxies Marie K. Karpinski
and Kathi D. Bair, and each of them (with power of substitution), to vote all
shares of Bartlett Basic Value Fund, which the undersigned is entitled to vote,
at the Meeting of Shareholders to be held on Tuesday, July 15, 1997 at 36 East
Fourth Street, Cincinnati, Ohio, at 10:00 a.m. Eastern time, and at any
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF BARTLETT CAPITAL
TRUST. The persons named will vote the Shares represented by this proxy in
accordance with the choices made on this card. IF NO CHOICE IS INDICATED AS TO
ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THESE MATTERS. THIS PROXY
WILL NOT BE VOTED UNLESS IT IS DATED AND SIGNED EXACTLY AS INSTRUCTED ON THE
REVERSE.
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Fund. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, the signature should be that of
an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ ___________________________________
_____________________________________ ___________________________________
_____________________________________ ___________________________________
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
BARTLETT CAPITAL TRUST
BARTLETT VALUE INTERNATIONAL FUND
Mark box at right if an address change or comment has been noted on the
reverse side of this card. [ ]
RECORD DATE SHARES:
Date:
Please be sure to sign and date this Proxy.
Shareholder sign here Co-owner sign here
<TABLE>
<S> <C>
1. To elect the ten nominees specified below as Trustees to serve until their successors
are elected and qualified:
A. John W. Campbell; Edmund J. Cashman, Jr.; Henri Deegenaar; Ian F.H. Grant; Charles For Withhold For All
J. Swindells; Prinz Wolfgang E. Ysenburg; Lorrence T. Kellar; Dale H. Rabiner; Alan R. Except
Schriber; and William P. Sheehan [ ] [ ] [ ]
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the "For All Except" box and strike a line
through the nominee's(s') name(s). Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. To approve amendments to the Trust's Declaration of Trust. [ ] [ ] [ ]
3a. To approve a new Investment Management Agreement between the Trust and Bartlett & Co. [ ] [ ] [ ]
relating to the Fund.
3b. To approve a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act [ ] [ ] [ ]
of 1940, as amended, relating to the Fund.
4. To ratify the selection of Coopers & Lybrand L.L.P. as the Trust's independent [ ] [ ] [ ]
accountants for the fiscal year ending March 31, 1998.
Mark box at right if an address change or comment has been noted on the reverse side of this card.
</TABLE>
Date:
Please be sure to sign and date this Proxy.
Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
DETACH CARD DETACH CARD
BARTLETT CAPITAL TRUST
BARTLETT VALUE INTERNATIONAL FUND
PROXY FOR MEETING OF SHAREHOLDERS, TUESDAY, JULY 15, 1997
The undersigned shareholder(s) of Bartlett Value International Fund (the
"Fund"), a series of Bartlett Capital Trust, hereby appoints as proxies Marie K.
Karpinski and Kathi D. Bair, and each of them (with power of substitution), to
vote all shares of Bartlett Value International Fund, which the undersigned is
entitled to vote, at the Meeting of Shareholders to be held on Tuesday, July 15,
1997 at 36 East Fourth Street, Cincinnati, Ohio, at 10:00 a.m. Eastern time, and
at any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF BARTLETT CAPITAL
TRUST. The persons named will vote the Shares represented by this proxy in
accordance with the choices made on this card. IF NO CHOICE IS INDICATED AS TO
ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THESE MATTERS. THIS PROXY
WILL NOT BE VOTED UNLESS IT IS DATED AND SIGNED EXACTLY AS INSTRUCTED ON THE
REVERSE.
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Fund. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, the signature should be that of
an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ ___________________________________
_____________________________________ ___________________________________
_____________________________________ ___________________________________
