BARTLETT CAPITAL TRUST
SUPPLEMENT TO THE PROSPECTUS DATED APRIL 28, 2000
The Board of Trustees has called a special meeting of shareholders of
Bartlett Capital Trust to propose separate plans to reorganize Bartlett Value
International Fund and Bartlett Basic Value Fund ("Reorganization Plans"). Under
the Reorganization Plans, Bartlett Value International Fund would be acquired by
Legg Mason Europe Fund, a series of Legg Mason Global Trust, Inc., and Bartlett
Basic Value Fund would be acquired by Legg Mason Balanced Trust, a series of
Legg Mason Investors Trust, Inc. Shareholders of each of Bartlett Value
International Fund and Bartlett Basic Value Fund would receive shares of the
corresponding Legg Mason fund. More information about the proposed
Reorganization Plans will be provided to Bartlett Fund shareholders in proxy
solicitation materials expected to be mailed in January 2001. A shareholder
meeting date of March 9, 2001 has been set. At the meeting, all persons who are
shareholders of record of the funds as of December 29, 2000 will be entitled to
vote on the Reorganization Plans. If approved by the holders of a majority of
each fund's outstanding shares, it is anticipated that the reorganization of the
funds will be effected by the end of the first quarter of 2001.
You may continue to buy and sell shares of Bartlett Value International
Fund and Bartlett Basic Value Fund prior to the closing of the proposed
acquisitions. Sales of new shares are expected to be suspended, if the
Reorganization Plans are approved, about five days prior to the expected
consummation of the acquisitions.
THIS SUPPLEMENT IS DATED NOVEMBER 13, 2000.
