SUPPLEMENT TO THE BARTLETT CAPITAL TRUST AND BARTLETT MANAGEMENT TRUST
PROSPECTUS DATED AUGUST 1, 1996
August 16, 1996
Dear Investor,
This is a supplement to the Bartlett Capital Trust and Bartlett
Management Trust Prospectus dated August 1, 1996. The purpose of the supplement
is to notify shareholders that the Boards of Trustees of the Trust have approved
separate Agreements and Plans of Reorganization and Termination for Bartlett
Cash Reserve Funds, Bartlett Fixed Income Fund and Bartlett Short Term Bond Fund
(each a "Reorganization and collectively the Reorganizations"). Each
Reorganization is subject to the approval of the shareholders of the affected
Fund, and it is anticipated that the Reorganizations will be submitted to
shareholders at a special meeting to be held in December, 1996. There can be no
assurance that the shareholders of any Fund will approve a Reorganization.
If the Reorganization of Bartlett Cash Reserves Fund ("BCR") is
approved by its shareholders, Legg Mason Cash Reserve Trust ("Cash Trust") will
acquire all of the assets and liabilities of BCR and each BCR shareholder will
receive, on a tax-free basis, a number of full and fractional shares of Cash
Trust having an aggregate net asset value that, on the effective date of the
Reorganization, is equal to the aggregate net asset value of the shareholder's
shares in BCR. Cash Trust is an open-end management investment company organized
as a Massachusetts business trust.
If the Reorganization of either the Bartlett Fixed Income Fund or
Bartlett Short Term Bond Fund is approved by its respective shareholders, Legg
Mason U.S. Government Intermediate-Term Portfolio ("Intermediate-Term") will
acquire all of the assets and liabilities of the acquired fund or funds and each
shareholder of an acquired fund will receive, on a tax-free basis, a number of
full and fractional shares of Intermediate-Term having an aggregate net asset
value that, on the effective date of the Reorganization, is equal to the
aggregate net asset value of the shareholder's shares in an acquired fund.
Intermediate-Term is a series of Legg Mason Income Trust, an open-end management
investment company organized as a Maryland corporation.
