FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Bartlett Management Trust, 36 East Fourth Street, Cincinnati, Ohio
45202-3896
2. Name of each series or class of funds for which this notice is filed:
Bartlett Cash Reserves Fund
3. Investment Company Act File Number: 811-4071
Securities Act File Number: 02-92293
4. Last day of fiscal year for which this notice is filed: March 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
Number: 40,651,161
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule
24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 345,670,545
Sale Price: $345,670,545
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 345,670,545
Sale Price: $345,670,545
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7): N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $345,670,545
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): N/A
(iii)Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): $(345,670,545)
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable): 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see instruction
C.6): n/a
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]: n/a
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the the
close of the issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: n/a
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/Marie K. Karpinski
Marie K. Karpinski
Vice President and Treasurer
Date May 30, 1996
May 23, 1996
Bartlett Management Trust
36 East Fourth Street
Cincinnati, Ohio 45202
Gentlemen:
This letter is in response to your request for our opinion in connection
with the Form 24F-2 for the Trust for the fiscal year ended March 31, 1996.
We have examined a copy of (a) the Trust's Agreement and Declaration of
Trust and amendments thereto, (b) the Trust's By-Laws and amendments thereto,
and (c) all such agreements, certificates of public officials, certificates of
officers and representatives of the Trust and others, and such other documents,
papers, statutes and authorities as we deem necessary to form the basis of the
opinion hereinafter expressed. We have assumed the genuineness of the
signatures on original documents submitted by us, the conformity to executed
documents of all unexecuted copies submitted to us and the conformity to the
original of all copies submitted to us as conformed or copied documents.
Based upon the foregoing, we are of the opinion that the shares of the
Trust, the registration of which the Form makes definite in number, if issued
in accordance with the Prospectuses and Statements of Additional Information
of the Trust, were legally issued, fully paid and non-assessable.
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to the Form referred to above.
Very truly yours,
/s/Brown, Cummins & Brown Co., L.P.A.
BROWN, CUMMINS & BROWN CO., L.P.A.
BCB/jh
