BARRETT FUNDS, N-1A, 1998-10-02

BARRETT FUNDS
N-1A, 1998-10-02

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As filed with the Securities and Exchange Commission on
October 1, 1998

Registration No.
File No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post-Effective Amendment No. ____ /_/

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. ____
(Check appropriate box or boxes)

THE BARRETT FUNDS
(Exact Name of Registrant as Specified in Charter)

565 Fifth Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)

(800)
Registrant's Telephone Number, Including Area Code

Robert E. Harvey, 565 Fifth Avenue, New York, New York 10017
(Name and Address of Agent for Service)

Please send copies of communications to
Bruce G. Leto, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098

Approximate Date of Proposed Public Offering: As soon as
practical after the effective date of this registration statement.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.

<PAGE>
CROSS-REFERENCE SHEET

Prospectus for the Barrett Growth Fund

Part A
Item No. Information Required in a Prospectus

Item 1. Front and Back Cover Front and Back Cover Pages
Pages

Item 2. Risk/Return Summary: Investment Process, Principal
Investments, Risks and Risks of Investing in the Fund
Performance

Item 3. Risk/Return Summary: Fees and Expenses
Fee Table

Item 4. Investment Objectives, Investment Process, Principal
Principal Investment Risks of Investing in the Fund
Strategies, and Related
Risks

Item 5. Management's Adviser's Investment Performance
Discussion of Fund
Performance

Item 6. Management, Investment Adviser and Portfolio
Organization and Capital Management Team
Structure

Item 7. Shareholder Information Purchasing Shares, Selling Shares,
Retirement Investing, Account
Options, Account Instructions,
Marketing and Distribution,
Distribution and Taxation

Item 8. Distribution Marketing and Distributions,
Arrangements Distributions and Taxation

Item 9. Financial Highlights Not Applicable
Information

<PAGE>
Statement of Additional Information

Part B Information Required in a Statement
Item No. of Additional Information

Item 10. Cover Page and Cover Page and Table of Contents
Table of Contents

Item 11. Fund History General Information

Item 12. Description of the Additional Information About the
Fund and Its Fund's Investments, Investment
Investments and Risks Restrictions

Item 13. Management of the Management of the Trust
Fund

Item 14. Control Persons and Management of the Trust
Principal Holders of
Securities

Item 15. Investment Advisory Management of the Trust, Service
and Other Services Agreements

Item 16. Brokerage Service Agreements
Allocation and Other
Practices

Item 17. Capital Stock and Portfolio Transactions and Turnover
Other Securities

Item 18. Purchases, Additional Information About
Redemption, and Purchases and Sales, Pricing of
Pricing of Shares Securities

Item 19. Taxation of the Fund Tax Status

Item 20. Underwriters Service Agreements

Item 21. Calculation of Investment Performance
Performance Data

Item 22. Financial Statements Financial Statements

<PAGE>

Part C
Item No. Other Information.

Item 23. Exhibits Exhibits

Item 24. Persons Persons Controlled by or Under
Controlled by or Common Control with the Fund
Under Common Control
with the Fund

Item 25. Indemnification Indemnification

Item 26. Business and Business and Other Connections of
Other Connections of the Investment Adviser
the Investment
Adviser

Item 27. Principal Principal Underwriters
Underwriters

Item 28. Location of Location of Accounts and Records
Accounts and Records

Item 29. Management Management Services
Services

Item 30. Undertakings Undertakings

<PAGE>

Barrett Growth Fund
- ---------------------
BARRETT GROWTH FUND

Purchasing high quality
growth stocks at reasonable
prices for long-term capital appreciation

PROSPECTUS

[December 1, 1998]

THE BARRETT FUNDS
565 Fifth Avenue
New York, NY 10017
(800) ___-_____

Shares of the Barrett Growth Fund are sold on a no-load basis through investment
advisers, consultants, financial planners, brokers, dealers and other investment
professionals. Shares are available for IRAs and retirement plans. The Fund is
not available in all states - please call the Fund or your investment
professional for details.

As with all mutual funds, the U.S. Securities and Exchange Commission does not
guarantee the accuracy or completeness of this Prospectus and does not determine
whether the Fund is a good investment. It is a criminal offense to suggest
otherwise.

<PAGE>

Barrett Growth Fund
- ---------------------
TABLE OF CONTENTS
Page

Investment Objective and Philosophy..................1

Investment Process...................................1

Principal Risks of Investing in the Fund.............2

Fees and Expenses....................................3

Investment Adviser and Portfolio Management Team.....4

Adviser's Investment Performance.....................6

Purchasing Shares....................................7

Selling Shares.......................................7

Account Options......................................8

Retirement Investing.................................9

Account Instructions................................11

Marketing and Distribution..........................12

Distributions and Taxation..........................12

<PAGE>
Investment Objective
and Philosophy

The Fund's investment objective is long-term capital appreciation and the
maximization of after-tax returns. Using an investment approach that emphasizes
"Growth at a Reasonable Price," the Fund seeks to achieve its objective by
investing primarily in a diversified portfolio of common stocks of high quality
companies which the investment adviser believes have superior growth potential
and whose stocks can be purchased at reasonable prices. The Fund tends to buy
and hold stocks in order to reduce turnover and maximize after-tax returns.

Investment Process

The Fund will predominantly invest in common stocks of large and mid-sized U.S.
companies. It may also purchase securities with an equity component such as
preferred stock, warrants, rights or other securities that are convertible into
or exchangeable for shares of common stock. The Fund invests primarily in
companies that operate in the U.S. or globally and whose shares are traded on
U.S. stock exchanges. The Fund is also authorized to invest in foreign
securities. The Fund generally limits its foreign investment to no more than 10%
of its net assets and makes such investments through sponsored or unsponsored
American Depositary Receipts (ADRs) traded on U.S. stock exchanges or through
DTC-eligible foreign securities.

The Fund's investment adviser, Barrett Associates, Inc., which was founded in
1937, performs comprehensive, independent research designed to identify
companies with proven products and performance, strong fundamental financial
characteristics and attractive growth prospects. The adviser prefers companies
with superior management and insider ownership. The adviser also uses research
and analysis of major investment firms to supplement its own research. The
adviser's portfolio managers frequently meet with the managements of companies
to formulate and confirm investment decisions.

The investment adviser selects companies for investment by the Fund which it
believes will experience growth in revenue and earnings per share in excess of
12% annually or at least 50% higher than the average growth rate of companies
within the Standard & Poor's 500 Stock Index (S&P 500). The adviser seeks
companies that dominate their markets and benefit from technological, market or
other barriers which prevent entry to their market by competitors. Each
company's prospects for growth in market share and unit sales are analyzed and
the adviser's portfolio managers evaluate the company's fundamental financial
characteristics to ensure that growth can be sustained. The adviser also seeks
companies with strong cash flow combined with low or manageable debt burdens.
Such companies are able to sustain growth rates or increase growth through
acquisitions or through investment in research and development.

Once high quality growth companies are identified, the adviser uses financial
statement and fundamental analysis to identify companies whose stocks can be
purchased at reasonable prices. The adviser seeks companies with a target
price-to-earnings ratio as low as one times (1x) the company's growth rate,
although valuation analysis is also influenced by general and relative stock
market conditions. The Fund generally seeks to avoid investment in companies
whose price-to-earnings ratios are significantly in excess of their growth rates
as the adviser believes that avoiding overpriced stocks reduces risk and
increases the likelihood that the Fund will be able to achieve its objective of
capital appreciation.

On an ongoing basis, the adviser analyzes the economic and financial outlook in
order to anticipate and respond to changing global business, economic and
political trends that may affect existing and prospective investments. The
portfolio management team meets frequently to discuss and evaluate the
investment research generated by members of the team and to make decisions
concerning the Fund's portfolio.

The Fund has a long-term investment outlook. It generally undertakes a "buy and
hold" strategy to reduce portfolio turnover and maximize after-tax returns. When
the adviser anticipates that individual stocks will be sold, it attempts to
manage the liquidation process to take advantage of longer holding periods for
favorable capital gains tax rates in order to optimize after-tax return to Fund
shareholders.

The Fund intends to remain substantially fully invested in common stocks.
However, the Fund may invest in high quality money market instruments during
times when excess cash is generated or when cash is held pending investment in
suitable growth stocks. Such money market investments include short-term
obligations of the U.S. government, its agencies or instrumentalities, bank
obligations, commercial paper, repurchase agreements or money market mutual
funds. Tax-exempt money market instruments may be used to minimize the taxable
income generated from cash management investing. The Fund has authority to
invest up to 100% of its assets in such short-term instruments for temporary or
defensive purposes in response to extreme or adverse market, economic or other
conditions. The Adviser does not anticipate exercising this authority, but
reserves the right to do so.

Principal Risks of
Investing in the Fund

The principal risk of investing in the Fund is that common stock prices are
subject to market, economic and business risks that will cause their prices to
fluctuate over time. While common stocks have historically been a leading choice
of long-term investors, stock prices may decline over short or even extended
periods. Therefore, the value of your investment in the Fund may go up and down
and you could lose money.

In addition, the Fund's investment success depends on the skill of the
investment adviser in evaluating, selecting and monitoring the Fund's assets. If
the adviser's conclusions about growth rates or stock values are incorrect, the
Fund may not perform as anticipated. Also, if the adviser determines that the
condition of the financial markets calls for a temporary or defensive position
to reduce risk through a substantial investment in cash and cash equivalents,
such a position would make it difficult to achieve the objective of capital
appreciation.

To the extent that the Fund invests in foreign companies, its investment may
involve political, economic or currency risks not ordinarily associated with
U.S. securities. The Fund may use certain techniques involving a form of
leverage, which could have the effect of magnifying the Fund's gains or losses.
The Fund may invest some assets in securities options or index options, as well
as futures or options on futures. These techniques may be used for hedging
purposes or as part of the Fund's investment strategy. They involve certain
costs and risks, including the risk of increased volatility or reduced returns.

Like other mutual funds, as well as other financial and business organizations
around the world, the Fund could be adversely affected if the computer systems
used by the Fund or its service providers in performing their investment or
administrative functions do not properly process and calculate date-related
information and data as of and after January 1, 2000. This is commonly known as
the "Year 2000 Issue." The Fund is taking steps that it believes are reasonably
designed to address the Year 2000 Issue with respect to computer systems that it
uses and to obtain reasonable assurances that comparable steps are being taken
by the Fund's other major service providers. At this time, however, there can be
no assurance that these steps will be sufficient to avoid any adverse impact to
the Fund.

<PAGE>

Fees and Expenses
The following tables describe the fees and expenses that you would pay in
connection with an investment in the Fund. There are no sales loads in
connection with purchases or redemptions of the Fund's shares. The Annual Fund
Operating Expenses, which cover the cost of investment management,
administration, distribution, accounting and shareholder communications, are
shown as a percentage of the average daily net assets of the Fund. These
expenses are included in the Fund's share price. The Fund is new, so the amount
of "Other Expenses" and the dollar amounts shown in the Expense Example are
based on estimated amounts for the first fiscal year.

----------------------------------------
Shareholder Transaction Fees
(Fees paid directly from your
investment)
----------------------------------------

Maximum Sales Charge on None
Purchases
Sales Charge on Reinvested None
Dividends
Redemption Fees* None
Exchange Fees None

----------------------------------------
Annual Fund Operating Expenses
(Expenses that are deducted from Fund
assets)
----------------------------------------

Advisory Fee 1.00%
Distribution and Service (12b-1) 0.25%
Fees
Other Expenses [__]
Total Fund Operating Expenses [__]

Barrett Associates has voluntarily agreed to waive its advisory fee or
make payments to limit Fund expenses to the extent necessary to ensure
that Total Fund Operating Expenses do not exceed 1.70% of average daily
net assets for the first year of operations.

* Currently, there is a $12.00 wire redemption
fee assessed by the Custodian. These fees are subject to change.

The following Expense Example shows the expenses that you could pay over time
and will help you to compare the cost of investing in the Fund with the cost of
investing in other mutual funds. The Example assumes that you invest $10,000 in
the Fund and that you earn a 5% annual return, with no change in Fund expense
levels. The $10,000 and 5% figures are required by SEC rules to aid in
comparisons between funds. Because actual return and expenses will be different,
the Example is for comparison only.

----------------------------------------
Expense Example 1 Year 3 Years
----------------------------------------

Without Fee Waiver or $_______$_______
Expense Limitation

With Fee Waiver or
Expense Limitation $_______$_______

<PAGE>
Investment Adviser and
Portfolio Management Team

Barrett Associates, Inc. serves as the investment adviser for the Fund and is
responsible for managing the investment of the Fund's portfolio of securities.
As investment adviser, the firm identifies companies for investment, determines
when securities should be purchased or sold by the Fund and selects brokers or
dealers to execute transactions for the Fund's portfolio.

Barrett Associates was founded in 1937 and currently manages approximately $1.3
billion of client assets, of which approximately $1 billion is invested in
equity securities. The firm has approximately 365 client relationships,
including families, individuals, foundations and other organizations or
entities. Many of the client relationships are in their third generation. The
Fund was organized in order to provide investors with a cost-efficient
opportunity to invest according to Barrett Associates' long-term equity
investing philosophy of "Growth at a Reasonable Price," without being required
to maintain a large account balance.

The Fund pays Barrett Associates a monthly investment advisory fee at the annual
rate of 1.00% of the Fund's average daily net assets. However, Barrett
Associates has voluntarily agreed to waive all or a portion of the advisory fee,
or to make payments to limit Fund expenses, in order to limit the Fund's total
annual operating expenses to 1.70%. Barrett Associates may end this arrangement
at any time.

Barrett Associates uses a team approach for security selection and decision
making. The eight members of the portfolio management team, which is lead by the
firm's Director of Research, Robert J. Voccola, average over twenty years of
investment management experience per person and have a significant ownership
interest in the firm. The following are the names and backgrounds of the
portfolio managers.

John D. Barrett, II
Chairman and Chief Executive Officer
A graduate of Yale University, Mr. Barrett received his M.B.A. from New York
University, and has over thirty years experience in investment research and
management. Mr. Barrett became a controlling stockholder of Barrett Associates
in 1970. Prior to joining Barrett Associates he was a partner at Clark, Dodge &
Co. Mr. Barrett is responsible for portfolio management and firm policy as well
as for servicing many client relationships. Mr. Barrett also serves as a
Director of various Morgan Stanley mutual funds.

Robert E. Harvey, C.F.A.
President and Chief Operating Officer Mr. Harvey graduated from Bowdoin College,
received an M.B.A. from the University of Virginia and has twenty two years of
investment experience. From 1976 until 1991 he served as an officer and a
Managing Director at Scudder, Stevens and Clark where he was the portfolio
manager for the Scudder Growth and Income Fund and the AARP Growth and Income
Fund. Mr. Harvey served as Director of U.S. Equities at Bessemer Trust from 1991
until 1993. Mr. Harvey joined Barrett Associates in 1994, and is currently
responsible for firm management, portfolio management, new services and
marketing. Mr. Harvey is a stockholder and Director of The Ashforth Company,
which is a controlling stockholder of Barrett Associates.

James R. Rutherford
Vice Chairman
Mr. Rutherford graduated from Miami University of Ohio and pursued graduate
studies at New York University. He has over thirty years experience in
investment research and management. Prior to joining Barrett in 1973, Mr.
Rutherford was a Portfolio Manager at Manufacturers Hanover Trust and at Clark,
Dodge & Co. Mr. Rutherford serves as a portfolio manager and analyst and
specializes in research concerning the financial, basic industry and consumer
industries.

Robert J. Voccola, C.F.A.
Director of Research
A graduate of Lehigh University, Mr. Voccola received an M.B.A. from Columbia
University Graduate School of Business, and has over twenty-seven years of
investment experience. Prior to joining Barrett Associates in 1987, Mr. Voccola
was a Securities Analyst at Clark, Dodge & Co. and Director of Individual
Account Management at Bernstein Macauley. Mr. Voccola is Barrett Associates'
Director of Research, and a portfolio manager and analyst specializing in the
areas of technology, telecommunications and information services.

Henry A. Collins
Mr. Collins graduated from Brown University and has over thirty years of
investment experience. He was Director of Research at Clark, Dodge & Co. and
later served as Senior Vice President, Director of Research, and a member of the
Board of Directors of Kidder Peabody. Mr. Collins joined Barrett Associates in
1990 and is responsible for portfolio management and securities research in the
technology, telecommunications and healthcare sectors.

Peter H. Shriver, C.F.A. Mr. Shriver joined Barrett Associates in 1989 and
provides portfolio management and securities research in the healthcare,
consumer products & services, information services, financial and international
sectors. Immediately prior to joining Barrett Associates, Mr. Shriver served as
a Securities Analyst at Peter B. Cannell and Co. and was a Mergers and
Acquisition Specialist at Henry Ansbacher from 1986 until 1989. Mr. Shriver is a
graduate of Drake University and received his M.B.A. from New York University.

Leslie J. Lammers, C.F.A.
Ms. Lammers served as a Private Banker, Team Head and Product Manager at J.P.
Morgan, Inc. from 1979 until 1992, after which she served as Vice President and
Portfolio Manager at Scudder, Stevens and Clark, supervising $250 million of
assets for individuals. Ms. Lammers joined Barrett Associates in 1997 and
specializes in portfolio management and research relating to telecommunications,
the internet/new media and retailing. She graduated from the University of Texas
with a Bachelors of Business Administration.

Christina A. Bater, C.F.P.
Ms. Bater joined Barrett Associates in 1984 after graduating from the University
of Buffalo. She served as a Portfolio Administrator, Trader and Client Service
Specialist until 1992, at which time she assumed securities research
responsibilities. Ms. Bater is currently responsible for portfolio management,
as well as research of companies in the energy, retailing and distribution,
internet/new media and basic industry sectors.

<PAGE>
Adviser's
Investment Performance

The tables below show the annual returns and long-term performance record
established by Barrett Associates while managing client accounts according to
the same investment objective and investment philosophy, and substantially
similar investment policies and techniques, as those used for the Fund.

Please note that the performance results shown are those of the investment
adviser and not the investment results of the Fund. The results are not intended
to predict or suggest the return to be experienced by the Fund or the return an
individual investor might achieve by investing in the Fund. The Fund's results
may be different from the composite performance figures shown because of, among
other things, differences in fees and expenses and because private accounts are
not subject to certain investment limitations, diversification requirements and
other restrictions imposed on mutual funds by the Investment Company Act of 1940
or the Internal Revenue Code which, if applicable, could have affected the
performance of the client accounts.

Barrett Associates Equity Growth Composite1

[BAR CHART SHOWING 8 YEARS' PERFORMANCE NUMBERS
APPEARS HERE]

- -------
1 The Barrett Associates Equity Growth Composite is made up of all fully
discretionary "equity growth" accounts of $300,000 or more, reflects
the reinvestment of all capital gains and dividends and also reflects the
deduction of all investment management and brokerage fees. Adviser's
Investment Performance

2 The S&P 500 Index is a capitalization weighted index of five hundred
large capitalization stocks which is designed to measure broad domestic
securities markets. The performance of the S&P 500 Index reflects the
reinvestment of dividends and capital gains but does not reflect the
deduction of any investment management fees.

3 The Lipper Growth Fund Index is an equally-weighted performance index,
adjusted for capital gains distributions and income dividends, of the
30 largest funds within the Growth Funds category, as reported by Lipper
Analytical Services, Inc.

Average Annual Total Return as of 6/30/98
1 Year 3 Years 5 Years

Barrett 32.1% 31.2% 24.0%
Associates Equity
Growth Composite

S&P 500 Index1 30.1% 30.2% 23.1%

Lipper Growth
Fund Index2 25.4% 24.2% 19.3%

Purchasing Shares

You may purchase shares of the Fund without any sales charge through an
investment adviser, financial planner, broker, dealer or other investment
professional or through a fund supermarket, retirement plan or directly through
the Fund's distributor. A completed application must be submitted to the Fund,
along with payment of the purchase price by check or wire. Please note that
purchase instructions, mailing addresses and telephone numbers are set forth in
the Account Instructions chart included on page 11 of this Prospectus as
well as in the attached Shareholder Application. Please call with any
questions.

Minimum Investments. The minimum initial investment is $2,500 and additional
investments must total at least $1,000. The minimum initial investment for
qualified retirement accounts is $1,000 ($500 for Education IRAs) and there is
no minimum for subsequent investments. The Fund may also change or waive its
policies concerning minimum investment amounts at any time.

Purchase Price. You may buy shares at the Fund's net asset value per share
(NAV), which is calculated as of the close of the New York Stock Exchange
(usually 4:00 P.M. eastern time) every day the exchange is open. Your order will
be priced at the next NAV calculated after your order is accepted by the Fund.
The Fund has certain limited arrangements which permit third parties to accept
orders on the Fund's behalf, so that investors can receive the NAV next
calculated after the order is accepted by the third party.

The NAV is determined by dividing the value of the Fund's securities, cash and
other assets, minus all expenses and liabilities, by the number of shares
outstanding. The Fund's securities are valued each day at their market value,
which usually means the last quoted sale price on the security's principal
exchange on that day. If market quotations are not readily available, securities
will be priced at their fair value as determined in good faith by, or under
procedures adopted by, the Board of Trustees. The Fund may use an independent
pricing service to assist in calculating the NAV.

In-Kind Purchases. The Fund may permit investors to purchase shares by
transferring securities to the Fund that meet the Fund's investment objective
and policies. Securities transferred to the Fund will be valued in the same way
that the Fund's portfolio is valued for purposes of calculating its NAV.

General Policies. Shares of the Fund are not offered or available in all states.
You should ask your investment professional or a Fund representative if shares
are available in your state. The Fund reserves the right to reject any purchase
order or to suspend the offering of its shares.

Selling Shares

You may sell your shares at any time. The sale price will be the next NAV
calculated after your order is accepted by the Fund's transfer agent. No fees
are imposed by the Fund when shares are sold. Please note that selling
instructions, mailing addresses and telephone numbers are set forth in the
Account Instructions chart on page 11 of this Prospectus as well as in the
attached Shareholder Application. Please call with any questions.

How To Sell. You may sell your shares by giving instructions to the Fund's
transfer agent by mail or by telephone. In order to sell by telephone, you will
need to elect the telephone redemption option on the Application. The Fund will
use reasonable procedures to confirm that instructions communicated by telephone
are genuine and, if the procedures are followed, will not be liable for any
losses due to unauthorized or fraudulent telephone transactions. During times of
drastic economic or market changes, the telephone redemption privilege may be
difficult to implement and the Fund reserves the right to suspend this
privilege.

Certain written requests to sell shares require a signature guarantee. For
example, a signature guarantee may be required if you sell a large amount of
shares, if your address of record on the account application has been changed
within the last 30 days, or if you ask that the proceeds be sent to a different
person or address. A signature guarantee is used to help protect you and the
Fund from fraud. You can obtain a signature guarantee from most banks and
securities dealers, but not from a notary public. Please call the Fund to learn
if a signature guarantee is needed or to make sure that it is completed
appropriately in order to avoid any processing delays.

Sale Proceeds. The Fund is responsible for processing requests to sell shares on
a timely basis. Checks are normally mailed or proceeds are wired on the next day
after receipt and acceptance of selling instructions (if received by Firstar
before the close of regular trading on the NYSE). In no event will proceeds be
mailed or wired later than 7 days following such receipt and acceptance (or
earlier if required by applicable law). If the shares being sold have recently
been purchased by check, the Fund reserves the right not to make the sale
proceeds available until it reasonably believes that the check has been
collected. This could take up to 10 business days.

Sale proceeds may be wired to your predesignated bank account at any commercial
bank in the United States if the amount is $1,000 or more. The receiving bank
may charge a fee for this service. Alternatively, proceeds may be mailed to your
bank or to your account address of record if the address has been established
for a minimum of 60 days.

General Policies. The Fund also reserves the right to make a "redemption
in-kind" if the amount you are redeeming is large enough to affect Fund
operations or if the redemption would otherwise disrupt the Fund. For example,
the Fund may redeem shares in-kind if the amount represents more than 1% of the
Fund's assets. When the Fund makes a "redemption in-kind" it pays the Seller in
portfolio securities rather than cash. In addition, if your account balance
falls below $1,000, the Fund may request that you increase your balance. If it
is still below $1,000 after 60 days, the Fund may automatically close your
account and send you the proceeds.

Account Options
Automatic Investment Plan: Shareholders who wish to make regular additional
investments (monthly, bimonthly, quarterly or yearly) in amounts of $50 or more
to an existing Fund account may do so through the Fund's Automatic Investment
Plan. Under this Plan, your designated bank or other financial institution
debits a preauthorized amount to your checking account on a business day of your
choosing and applies the amount to the purchase of Fund shares. The Fund can
accommodate up to four investments per month as long as there are seven days
between investments. The Fund does not charge a fee for participating in the
Automatic Investment Plan. However, Firstar will charge a $20 service fee
against your Fund account for any purchase under this Plan that does not clear
due to insufficient funds or, if prior to notifying the Fund or Firstar in
writing or by telephone of your intention to terminate your participation in
this Plan, you close your bank account or in any manner prevent withdrawal of
funds from your designated bank account. To use this service, you must authorize
the transfer of funds by completing the Automatic Investment Plan Application,
which may be obtained from either the Fund or Firstar. The Fund reserves the
right to suspend, modify or terminate the Automatic Investment Plan without
notice. Shareholders who wish to make a change to their Automatic Investment
Plan may call the Fund at [_________].

Exchange Privileges: You may exchange all or a portion of your shares in the
Fund for shares of the Firstar Money Market Fund. The shareholders of this fund
may also exchange into the Fund where permitted by the various state laws. Once
the Fund receives and accepts an exchange request, the purchase or redemption of
shares will be effected at the Fund's next determined NAV.

Systematic Withdrawal Plan: Shareholders may elect to participate in the Fund's
Systematic Withdrawal Plan. By making this election, you can arrange for
automatic withdrawals from your Fund account into a pre-authorized bank account
according to the schedule you select which may be on a monthly basis or in
certain designated months. The Fund does not charge a fee for participating in
the Systematic Withdrawal Plan. The Systematic Withdrawal option may be in any
amount you select, subject to a $100 minimum. To begin distributions, a
shareholder must have a Fund account valued at $10,000 or more. You may elect
this option by completing the Systematic Withdrawal Plan Application which is
available from Firstar or the Fund. Shareholders who wish to make a change to
their Systematic Withdrawal option may call Firstar or the Fund. Normally,
shareholders should not make automatic investments in a Fund at the same time
they are receiving systematic withdrawals from that Fund because such
shareholders could realize capital gains on the systematic withdrawals from that
Fund while they are automatically investing in that Fund. The Systematic
Withdrawal Plan may be terminated at any time by written notice.

Retirement Investing

You may purchase Fund shares for use in all types of tax-deferred qualified
retirement plans such as Individual Retirement Accounts (IRAs),
employer-sponsored retirement plans (including 401(k) Plans), and tax-sheltered
custodial accounts described in Section 403(b) of the Internal Revenue Code.
Distributions of net investment income and capital gains will be automatically
reinvested in such plans or accounts. Special applications are required for
certain of these plans or accounts, which can be obtained by calling the Fund.
The following is a brief description of the retirement investing options.

Individual Retirement Accounts (IRAs): If you are not an active participant
(and, if a joint return is filed, your spouse is not an active participant) in
an employer-sponsored retirement plan, or if you have an adjusted gross income
within certain specified limits, you are eligible to make a deductible
contribution to an IRA account. If you are not eligible for deductible
contributions, you may still make nondeductible IRA contributions. Distributions
from qualified retirement plans, may be rolled over into an IRA account holding
Fund shares. You can continue to defer Federal income taxes on your IRA account,
your rollover contribution, and on any income that is earned on that
contribution.

Firstar Trust Company makes its services as an IRA Custodian available for each
shareholder account that is established as an IRA. For these services, Firstar
receives an annual fee of $12.50 per account (maximum $25.00 per social security
number), which is paid directly to Firstar by the IRA shareholder. If the annual
fee is not paid by the date due, shares of the Fund owned by the shareholder in
the IRA account will be automatically sold to pay the annual fee. Firstar may,
in its discretion, hold any initial contribution uninvested until the expiration
of the seven-day revocation period. Firstar does not anticipate that it will
exercise its discretion but reserves the right to do so.

Traditional IRA: In a Traditional IRA, amounts contributed to the IRA may be tax
deductible at the time of contribution depending on your income and whether you
are an "active participant" in an employer-sponsored retirement plan. Amounts
invested are permitted to grow tax-free until they are distributed, and then
distributions will be taxed except to the extent that the distribution
represents a return of your own contributions for which you did not claim a
deduction. If you take distributions before age 59 1/2 or fail to begin taking
distributions after age 70 1/2 , you may experience adverse tax consequences.

Roth IRA: In a Roth IRA, amounts contributed to the IRA are not tax deductible
at the time of contribution. Amounts invested are permitted to grow tax-free and
distributions from the IRA are not subject to tax if you have held the IRA for
certain minimum periods of time (generally, until age 59 1/2).

Education IRA: In an Education IRA, nondeductible contributions of up to $500
per year per child are permitted to grow tax-free. Distributions used to pay for
secondary educational expenses are not subject to tax.

Simplified Employee Pension Plan (SEP): A special IRA program is available for
employers under which the employers may establish IRA accounts for their
employees in lieu of establishing tax qualified retirement plans. Known as
SEP-IRA's, they free the employer of many of the recordkeeping requirements of
establishing and maintaining a tax qualified retirement plan trust.

Simple IRA: An IRA may also be used in connection with a SIMPLE Plan established
by employers (or by a self-employed individual). Under a SIMPLE Plan, you may
elect to have your employer make salary reduction contributions or as a
non-elective contribution to all eligible participants whether or not making
salary reduction contributions. A number of special rules apply to SIMPLE Plans,
including (1) a SIMPLE Plan generally is available only to employers with fewer
than 100 employees; (2) contributions must be made on behalf of all employees of
the employer (other than bargaining unit employees) who satisfy certain minimum
participation requirements; (3) contributions are made to a special SIMPLE IRA
that is separate and apart from the other IRAs of employees; (4) the
distribution excise tax (if otherwise applicable) is increased to 25% on
withdrawals during the first two years of participation in a SIMPLE IRA; and (5)
amounts withdrawn during the first two years of participation may be rolled over
tax-free only into another SIMPLE IRA (and not to a Traditional IRA or to a Roth
IRA).

403(b) Plans: The Fund's shares are also available for use by schools,
hospitals, and certain other tax-exempt organizations or associations who wish
to use shares of the Fund as a funding medium for a retirement plan for their
employees. Contributions are made to the 403(b) Plan as a reduction to the
employee's regular compensation. Such contributions, to the extent they do not
exceed applicable limitations (including a generally applicable limitation of
$9,500 per year), are excludable from the gross income of the employee for
Federal Income tax purposes.

401(k) Plans and other Qualified Pension or Profit-Sharing Plans: The Fund's
shares may be used for investment in various employer-sponsored retirement plans
by both self-employed individuals (sole proprietorships and partnerships) and
corporations who wish to use shares of the Fund as a funding medium for a
retirement plan qualified under the Internal Revenue Code. Such plans typically
allow investors to make annual deductible contributions, which may be matched by
their employers up to certain percentages based on the investor's
pre-contribution earned income. Fund shares may be purchased by investors who
wish to contribute to a 401(k) or similar Plan already established through their
employer or otherwise. Please contact the Fund for information about
establishing a 401(k) Plan for your company using the Barrett Growth Fund
together with Firstar Funds as investment options.

<PAGE>
<TABLE>
<CAPTION>
Account Instructions
<S> <C> <C>
TO TO ADD TO AN ACCOUNT TO SELL SHARES
OPEN AN
ACCOUNT

Regular Account Minimum: Regular Account Minimum: $1,000 All requests to sell shares from IRA
$2,500 Retirement Account Minimum: None accounts must be in writing.
Retirement Account
Minimum:
$1,000

In Writing: In Writing: In Writing:
Complete the application. Complete the detachable investment slip Write a letter of instruction that includes
from your account statement, or if the
slip is not available, include a note - your name(s)and signature(s)
specifying the Fund's name, your account - your account number
number and the name on the account. - the Fund name
- the dollar amount you want to sell
Mail your check* payable to: Proceeds will be sent to the address of
"Barrett Growth Fund." record unless specified in the letter
and accompanied by a signature

Mail your application and Mail the slip, along with your check Mail your letter to:
check to: made payable to "Barrett Growth Fund" to:

Firstar Mutual Fund Firstar Mutual Fund Services, LLC Firstar Mutual Fund Services, LLC
Services, LLC Third Floor Third Floor
Third Floor 615 E. Michigan Street 615 E. Michigan Street
615 E. Michigan Street Milwaukee, Wisconsin 53232 Milwaukee, Wisconsin 53232
Milwaukee, Wisconsin 53202

By Telephone:** By Telephone:** By Telephone:**
If your bank is a member of If you have not already completed the When you are ready to sell shares, call 1
Automated ClearingHouse portion of the Shareholder Application (800) _____ and select how you would like
(ACH), your account can be related to telephone purchases, call 1 (800) to receive the proceeds:
set up with the ACH feature. _____- to obtain an application. After the
Complete the portion on the request is completed, call to request the amount - Mail check to the address of record
Shareholder Application to be transferred to your account. - Wire funds to a domestic financial
related to telephone institution
purchases. - Mail to a previously designated alternate
address
- Electronically transfer the funds via ACH

By Wire: By Wire: By Wire:
To obtain instructions To obtain instructions for Federal Funds Be sure the Fund has your bank account
for Federal Funds wire purchases for the Funds, please information on file. Proceeds will be
wire purchases for the Fund call Firstar at 1 (800) _______. wired to your bank. There is a $12.00
please call Firstar at wire fee charged for this service.
1 (800)

Automatically: Automatically: Automatically:
Automatic Investment All Services - Call us to request a form Automatic Withdrawal Plan - Call us to
Plan - Indicate on your to add any automatic investing service. request a form to add the plan.
application which automatic Complete and return the forms along with Complete the form, specifying the
service(s) you want. any other required materials. amount and frequency of withdrawals you
Complete and return your would like. Be sure to maintain an
application with your account balance of $10,000 or more.
investment.

* All checks should be in U.S. Dollars and drawn on U.S. banks. If your check is
returned for any reason, you may be charged for any resulting fees or losses.
Third-party checks will not be accepted.

** Unless you have instructed us otherwise, only one account owner needs to call in
redemption requests. All telephone calls are recorded for your protection and
reasonable procedures are taken to verify the identity of the caller (such as
providing your account number and taxpayer identification number). If such measures
are followed to ensure against unauthorized transactions, neither the Trust, the
Adviser, the Transfer Agent nor the Distributor will be responsible for any losses.
Written confirmation will be provided for all purchase, exchange and redemption
transactions initiated by the telephone. The Fund reserves the right to refuse a
request to sell shares by wire or telephone if it is believed advisable to do so.
Procedures for selling shares of the Fund by wire or telephone may be modified or
terminated at any time.

</TABLE>

Marketing and Distribution

The Fund's shares are offered through financial supermarkets and retirement
plans, investment advisers and consultants, financial planners, brokers, dealers
and other investment professionals, and directly through the Fund's distributor,
T.O. Richardson Securities, Inc. The shares are offered and sold without any
sales charges imposed by the Fund or its distributor. Investment professionals
who offer the Fund's shares are generally paid separately by their individual
clients. If you invest through a third party, the policies and fees may be
different than those described in this Prospectus. For example, third parties
may charge transaction fees or set different minimum investment amounts.

The Fund has adopted a Distribution and Shareholder Servicing Plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940. Under this Plan, the Fund
will pay fees for the sale and distribution of its shares or shareholder
servicing activities. Distribution activities include the preparation, printing
and mailing of prospectuses, shareholder reports and sales materials for
marketing purposes, marketing activities, advertising and payments to brokers or
others who sell shares of the Fund. Shareholder servicing activities include
ongoing maintenance and service of shareholder accounts for the Fund, responding
to inquiries regarding shareholder accounts and acting as agent or intermediary
between shareholders and the Fund or its service providers. The total amount
that the Fund will pay is 0.25% per year of the average daily net assets payable
on a monthly basis. The Fund currently expects that the fees of the Plan will
primarily be used to compensate mutual fund supermarkets or retirement plan
recordkeepers for their activities on behalf of the Fund and its shareholders.
Payments under the Plan are not tied exclusively to distribution or shareholder
servicing expenses actually incurred by the distributor, adviser or others, so
the payments may be more or less than the expenses actually incurred.

Firstar Mutual Fund Services, LLC serves as the administrator, transfer agent,
and dividend disbursing agent for the Fund. The Fund may also compensate other
parties who provide transfer agency services in addition to those provided by
Firstar Mutual Fund Services, LLC.

Firstar Trust Company serves as the custodian for the Fund

Distributions and Taxation

The Fund will distribute substantially all of the net investment income and net
capital gains that it has realized on the sale of securities. These income and
gains distributions will generally be paid once each year, on or before December
31. Distributions will automatically be reinvested in additional shares of the
Fund, unless you elect to have the distributions paid to you in cash. There are
no sales charges or transaction fees for reinvested dividends and all shares
will be purchased at NAV.

Distributions made by the Fund are taxable to most investors (unless the
investment is in an IRA or qualified retirement plan or account), whether
received in cash or additional shares. Income dividends and short-term capital
gains are taxed as ordinary income, while long-term capital gains are taxed as
such, regardless of how long you own your shares of the Fund. The tax status of
distributions made to you, whether ordinary income or long-term capital gain,
will be detailed in your annual tax statement from the Fund. If the Fund
distributes unrealized gains soon after you purchase shares, a portion of your
investment may be returned as a taxable distribution.

A sale or exchange of Fund shares is a taxable event and may result in a capital
gain or loss to you if you are subject to tax. Non-U.S. investors may be subject
to U.S. withholding and estate tax. In addition, distributions from the Fund or
gains from the sale or exchange of Fund shares may be subject to state or local
taxes. By law, the Fund must withhold 31% of your taxable distributions and
proceeds if you do not provide a correct taxpayer identification number ("TIN")
or certify that your TIN is correct, or if the IRS instructs the Fund to do so.

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

<PAGE>
BARRETT GROWTH FUND
565 Fifth Avenue
New York, NY 10017
(800) ___-____

INVESTMENT ADVISER
Barrett Associates, Inc.
565 Fifth Avenue
New York, NY 10017
DISTRIBUTOR
T.O. Richardson Securities, Inc.
2 Bridgewater RoadFarmington, Connecticut 06032

ADMINISTRATOR, FUND ACCOUNTANT &
TRANSFER AGENT
Firstar Mutual Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202

CUSTODIAN
Firstar Trust Company
615 East Michigan Street
Milwaukee, WI 53202

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103

AUDITORS
KPMG Peat Marwick
777 East Wisconsin Avenue
Suite 3100
Milwaukee, WI 53202

ADDITIONAL INFORMATION

A Statement of Additional Information (SAI) contains additional information
about the Fund and is incorporated by reference into this Prospectus. The Fund's
annual and semi-annual reports to shareholders will contain additional
information about the Fund's investments. In the Fund's annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during each fiscal year.

You may obtain a free copy of these documents by calling or writing the Fund as
shown below. You also may call the toll-free number given below to request other
information about the Fund and to make shareholder inquiries.

You may review and copy the SAI and other information about the Fund by visiting
the Securities and Exchange Commission's Public Reference Room in Washington, DC
(1 (800) SEC-0330) or by visiting the Commission's Internet site at
http://www.sec.gov. Copies of this information also may be obtained, upon
payment of a duplicating fee, by writing to the Public Reference Section of the
Commission, Washington, DC 20549-609.
SEC File No. 811-_______

<PAGE>
BARRETT GROWTH FUND
THE BARRETT FUNDS
565 Fifth Avenue
New York, NY 10017
1 (800) _________

STATEMENT OF ADDITIONAL INFORMATION
Dated [December 1, 1998]

This Statement of Additional Information (SAI) relates to the Barrett
Growth Fund which is a series of The Barrett Funds, a registered open-end
management investment company commonly known as a mutual fund. This SAI is not a
Prospectus and should be read in conjunction with the Prospectus for the Fund
dated [December 1, 1998]. The Prospectus may be obtained by writing or calling
the Fund at the address and number shown above.

<PAGE>

TABLE OF CONTENTS

ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS 3

Convertible Securities 3
Warrants and Rights 4
Illiquid Securities 4
Rule 144A Securities 4
When Issued, Delayed Delivery Securities and
Forward Commitments 5
American Depository Receipts 5
U.S. Government Securities 6
Bank Obligations 6
Loans of Portfolio Securities 6
Repurchase Agreements 7
Reverse Repurchase Agreements 8
Borrowing 8
Futures 8
Options 10
Index Options 13
Risks of Options 13
Other Investments 14

INVESTMENT RESTRICTIONS 15

ADDITIONAL INFORMATION ABOUT PURCHASES AND SALES 17

MANAGEMENT OF THE TRUST 20

Compensation of Trustees 21

INVESTMENT ADVISER AND ADVISORY AGREEMENT 21

CODE OF ETHICS 23

SERVICE AGREEMENTS 23

Administrator 23
Fund Accounting 24
Transfer Agent 24
Custodian 24
Distributor 25
Distribution Plan 25
Independent Accountants 26

PORTFOLIO TRANSACTIONS AND TURNOVER 27

DIVIDENDS 29

ADDITIONAL INFORMATION ON DISTRIBUTION AND TAXES 29

INVESTMENT PERFORMANCE 30

Yield Information. 30
Total Return Performance 31

FINANCIAL STATEMENTS 33

<PAGE>
GENERAL INFORMATION

The Barrett Growth Fund (the "Fund") is a series of The Barrett Funds, a
business trust organized in the state of Delaware on September 30, 1998 (the
"Trust"). The Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), which is
authorized to issue multiple series and classes of shares. Each series
represents interests in a separate portfolio of investments. The Trust is
authorized to issue an unlimited number of shares of beneficial interest, par
value $0.001. The Barrett Growth Fund is the first and only series of the Trust
and is classified as a "diversified" series as that term is defined in the 1940
Act.

ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS

The Fund's investment objective is long-term capital appreciation and the
maximization of after-tax returns. The Fund seeks to achieve its objective by
investing primarily in a diversified portfolio of common stocks of large and
mid-sized growth companies. The Fund's investment objective is not fundamental,
and therefore may be changed in the future by action of the Board of Trustees of
the Trust. Shareholders would not be asked to vote on any change in the
investment objective, but would receive ample advanced written notice of any
such change.

The following discussion of investment techniques and instruments
supplements and should be read in conjunction with the investment information
set forth in the Fund's Prospectus. The investment practices described below,
except for the discussion of certain investment restrictions, are not
fundamental and may be changed by the Board of Trustees without the approval of
the shareholders. In seeking to meet its investment objective, the Fund may
invest in any type of security whose characteristics are consistent with the
Fund's investment program. The securities in which the Fund may invest include
those described below:

Convertible Securities

Traditional convertible securities include corporate bonds, notes and
preferred stocks that may be converted into or exchanged for common stock, and
other securities that also provide an opportunity for equity participation.
These securities are generally convertible either at a stated price or a stated
rate (that is, for a specific number of shares of common stock or other
security). As with other fixed income securities, the price of a convertible
security to some extent varies inversely with interest rates. While providing a
fixed-income stream (generally higher in yield than the income derivable from a
common stock but lower than that afforded by a non-convertible debt security), a
convertible security also affords the investor an opportunity, through its
conversion feature, to participate in the capital appreciation of the common
stock into which it is convertible. As the market price of the underlying common
stock declines, convertible securities tend to trade increasingly on a yield
basis and so may not experience market value declines to the same extent as the
underlying common stock. When the market price of the underlying common stock
increases, the price of a convertible security tends to rise as a reflection of
the value of the underlying common stock. To obtain such a higher yield, the
Fund may be required to pay for a convertible security an amount in excess of
the value of the underlying common stock. Common stock acquired by the Fund upon
conversion of a convertible security will generally be held for so long as the
Adviser anticipates such stock will provide the Fund with opportunities which
are consistent with the Fund's investment objective and policies.

Warrants and Rights

The Fund may invest in warrants; however, not more than 10% of the Fund's
total assets (at the time of purchase) will be invested in warrants other than
warrants acquired in units or attached to other securities. Warrants are pure
speculation in that they have no voting rights, pay no dividends and have no
rights with respect to the assets of the corporation issuing them. Warrants
basically are options to purchase equity securities at a specific price valid
for a specific period of time. They do not represent ownership of the
securities, but only the right to buy them. Warrants differ from call options in
that warrants are issued by the issuer of the security which may be purchased on
their exercise, whereas call options may be written or issued by anyone. The
prices of warrants do not necessarily move parallel to the prices of the
underlying securities. Rights represent a preemptive right to purchase
additional shares of stock at the time of new issuance, before stock is offered
to the general public, so that the stockholder can retain the same ownership
percentage after the offering.

Illiquid Securities

The Fund may invest up to 15% of its net assets in illiquid securities.
The term "illiquid securities" for this purpose means securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the securities. Illiquid
securities are considered to include generally, among other things, certain
written over-the-counter options, securities or other liquid assets being used
as cover for such options, repurchase agreements with maturities in excess of
seven days, certain loan participation interests and other securities whose
disposition is restricted under the federal securities laws. The Fund's illiquid
investments may include privately placed securities which are not registered for
sale under the Securities Act of 1933, as amended (the "1933 Act").

Rule 144A Securities

The Fund may invest in securities that are restricted as to resale, but
which are regularly traded among qualified institutional buyers because they are
exempt under Rule 144A from the registration requirements of the 1933 Act. The
Board of Trustees of the Trust has instructed the Adviser to consider the
following factors in determining the liquidity of a security purchased under
Rule 144A: (i) the frequency of trades and trading volume for the security; (ii)
whether at least three dealers are willing to purchase or sell the security and
the number of potential purchasers; (iii) whether at least two dealers are
making a market in the security, the method of soliciting offers and the
mechanics of transfer). Although having delegated the day-to-day functions, the
Board of Trustees will continue to monitor and periodically review the Adviser's
selection of Rule 144A securities, as well as the Adviser's determinations as to
their liquidity. Investing in securities under Rule 144A could affect the Fund's
illiquidity to the extent that qualified institutional buyers become, for a
time, uninterested in purchasing these securities. After the purchase of a
security under Rule 144A, the Board of Trustees and the Adviser will continue to
monitor the liquidity of that security to ensure that the Fund has no more than
15% of its net assets in illiquid securities.

When Issued, Delayed Delivery Securities and Forward Commitments

The Fund may enter into forward commitments for the purchase or sale of
securities, including on a "when issued" or "delayed delivery" basis in excess
of customary settlement periods for the type of security involved. In some
cases, a forward commitment may be conditioned upon the occurrence of a
subsequent event, such as approval and consummation of a merger, corporate
reorganization or debt restructuring, i.e., a when, as and if issued security.
When such transactions are negotiated, the price is fixed at the time of the
commitment, with payment and delivery taking place in the future, generally a
month or more after the date of the commitment. While the Fund will only enter
into a forward commitment with the intention of actually acquiring the security,
the Fund may sell the security before the settlement date if it is deemed
advisable.

Securities purchased under a forward commitment are subject to market
fluctuation, and no interest (or dividends) accrues to the Fund prior to the
settlement date. The Fund will segregate with its Custodian cash or liquid
high-grade debt securities in an aggregate amount at least equal to the amount
of its outstanding forward commitments.

American Depository Receipts

The Fund may make foreign investments through the purchase and sale of
sponsored or unsponsored American Depository Receipts ("ADRs"). ADRs are
receipts typically issued by a U.S. bank or trust company which evidence
ownership of underlying securities issued by a foreign corporation. The Fund may
purchase ADRs whether they are "sponsored" or "unsponsored." "Sponsored" ADRs
are issued jointly by the issuer of the underlying security and a depository,
whereas "unsponsored" ADRs are issued without participation of the issuer of the
deposited security. Holders of unsponsored ADRs generally bear all the costs of
such facilities and the depository of an unsponsored facility frequently is
under no obligation to distribute shareholder communications received from the
issuer of the deposited security or to pass through voting rights to the holders
of such receipts in respect of the deposited securities. Therefore, there may
not be a correlation between information concerning the issuer of the security
and the market value of an unsponsored ADR. ADRs may result in a withholding tax
by the foreign country of source which will have the effect of reducing the
income distributable to shareholders.

U.S. Government Securities

U.S. Government securities are obligations of, or guaranteed by, the U.S.
Government, its agencies or instrumentalities. The U.S. Government does not
guarantee the net asset value of the Funds' shares. Some U.S. Government
securities, such as Treasury bills, notes and bonds, and securities guaranteed
by the Government National Mortgage Association ("GNMA"), are supported by the
full faith and credit of the United States; others, such as those of the Federal
Home Loan Banks, are supported by the right of the issuer to borrow from the
U.S. Treasury; others, such as those of the Federal National Mortgage
Association ("FNMA"), are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; and still others, such as those
of the Student Loan marketing Association, are supported only by the credit of
the instrumentality. U.S. Government securities include securities that have no
coupons, or have been stripped of their unmatured interest coupons, individual
interest coupons from such securities that trade separately, and evidences of
receipt of such securities. Such securities may pay no cash income, and are
purchased at a deep discount from their value at maturity. Because interest on
zero coupon securities is not distributed on a current basis but is, in effect,
compounded, zero coupon securities tend to be subject to greater market risk
than interest-payment securities, such as CATs and TIGRs, which are not issued
by the U.S. Treasury, and are new therefore not U.S. Government securities,
although the underlying bond represented by such receipt is a debt obligation of
the U.S. Treasury. Other zero coupon Treasury securities (STRIPs and CUBEs) are
direct obligations of the U.S.
Government.

Bank Obligations

Certificates of deposit are short-term obligations of commercial banks. A
bankers' acceptance is a time draft drawn on a commercial bank by a borrower,
usually in connection with international commercial transactions. Certificates
of deposit may have fixed or variable rates.

Loans of Portfolio Securities

The Fund may lend its investment securities to approved borrowers who need
to borrow securities in order to complete certain transactions, such as covering
short sales, avoiding failures to deliver securities or completing arbitrage
operations. By lending its investment securities, the Fund attempts to increase
its income through the receipt of interest on the loan. Any gain or loss in the
market price of the securities loaned that might occur during the term of the
loan would be for the account of the Fund. The Fund may lend its investment
securities to qualified brokers, dealers, domestic and foreign banks or other
financial institutions, so long as the terms, the structure and the aggregate
amount of such loans are not inconsistent with the 1940 Act or the rules and
regulations or interpretations of the Securities and Exchange Commission (the
"SEC") thereunder, which currently require that: (a) the borrower pledge and
maintain with a Fund collateral consisting of cash, an irrevocable letter of
credit issued by a bank or securities issued or guaranteed by the United States
Government having a value at all times not less than 100% of the value of the
securities loaned; (b) the borrower add to such collateral whenever the price of
the securities loaned rises (i.e., the borrower "marks to the market" on a daily
basis); (c) the loan be made subject to termination by a Fund at any time; and
(d) the Fund receives reasonable interest on the loan (which may include the
Fund investing any cash collateral in interest bearing short-term investments).
All relevant facts and circumstances, including the creditworthiness of the
broker, dealer or institution, will be considered in making decisions with
respect to the lending of securities, subject to review by the Board of
Trustees.

At the present time, the staff of the SEC does not object if an investment
company pays reasonable negotiated fees in connection with loaned securities so
long as such fees are set forth in a written contract and approved by the
investment company's Board of Trustees. In addition, voting rights may pass with
the loaned securities, but if a material event occurs affecting an investment on
a loan, the loan must be called and the securities voted.

Repurchase Agreements

When the Fund enters into a repurchase agreement, it purchases securities
from a bank or broker-dealer which simultaneously agrees to repurchase the
securities at a mutually agreed upon time and price, thereby determining the
yield during the term of the agreement. As a result, a repurchase agreement
provides a fixed rate of return insulated from market fluctuations during the
term of the agreement. The term of a repurchase agreement generally is short,
possibly overnight or for a few days, although it may extend over a number of
months (up to one year) from the date of delivery. Repurchase agreements will be
fully collateralized and the collateral will be marked-to-market daily. The Fund
may not enter into a repurchase agreement having more than seven days remaining
to maturity if, as a result, such agreement, together with any other illiquid
securities held by the Fund, would exceed 15% of the value of the net assets of
the Fund.

In the event of bankruptcy or other default by the seller of the security
under a repurchase agreement, the Fund may suffer time delays and incur costs or
possible losses in connections with the disposition of the collateral. In such
event, instead of the contractual fixed rate of return, the rate of return to
the Fund would be dependent upon intervening fluctuations of the market value of
the underlying security and the accrued interest on the security. Although the
Fund would have rights against the seller for breach of contract with respect to
any losses arising from market fluctuations following the failure of the seller
to perform, the ability of the Fund to recover damages from a seller in
bankruptcy or otherwise in default would be reduced.

Repurchase agreements are securities for purposes of the tax
diversification requirements that must be met for pass-through treatment under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
Accordingly, the Fund will limit the value of its repurchase agreements on each
of the quarterly testing dates to ensure compliance with Subchapter M of the
Code.

Reverse Repurchase Agreements

Reverse repurchase agreements involve sales of portfolio securities of the
Fund to member banks of the Federal Reserve System or securities dealers
believed creditworthy, concurrently with an agreement by the Series to
repurchase the same securities at a later date at a fixed price which is
generally equal to the original sales price plus interest. The Fund retains
record ownership and the right to receive interest and principal payments on the
portfolio securities involved. In connection with each reverse repurchase
transaction, the Fund will direct its custodian bank to place cash, U.S.
government securities, equity securities and/or investment and non-investment
grade debt securities in a segregated account of the Series in an amount equal
to the repurchase price. Any assets held in any segregated securities, options,
futures, forward contracts or other derivative transactions shall be liquid,
unencumbered and marked-to-market daily (any such assets held in a segregated
account are referred to in this Statement of Additional Information as
"Segregated Assets").

A reverse repurchase agreement involves the risk that the market value of
the securities retained by the Fund may decline below the price of the
securities the Series has sold but is obligated to repurchase under the
agreement. In the event the buyer of securities under a reverse repurchase
agreement files for bankruptcy or becomes insolvent, the Fund's use of the
proceeds of the agreement may be restricted pending a determination by the other
party, or its trustee or receiver, whether to enforce the Fund's obligation to
repurchase the securities. Reverse repurchase agreements are considered
borrowings and as such, are subject to the same investment limitations.

Borrowing

The Fund may borrow money as a temporary measure for extraordinary
purposes or to facilitate redemptions. The Fund will not borrow money in excess
of 33 1/3% of the value of its total assets. The Fund has no intention of
increasing its net income through borrowing. Any borrowing will be done from a
bank with the required asset coverage of at least 300%. In the event that such
asset coverage shall at any time fall below 300%, the Fund shall, within three
days thereafter (not including Sundays or holidays), or such longer period as
the U.S. Securities and Exchange Commission (the "SEC") may prescribe by rules
and regulations, reduce the amount of its borrowings to such an extent that the
asset coverage of such borrowings shall be at least 300%.

Futures

The Fund may enter into contracts for the purchase or sale for future
delivery of securities. A purchase of a futures contract means the acquisition
of a contractual right to obtain delivery to the Fund of the securities or
foreign currency called for by the contract at a specified price and future
date. When the Fund enters into a futures transaction, it must deliver to the
futures commission merchant selected by the Fund an amount referred to as
"initial margin." This amount is maintained by the futures commission merchant
in segregated account at the custodian bank. Thereafter, a "variation margin"
may be paid by the Fund to, or drawn by the Fund from, such account in
accordance with controls set for such accounts, depending upon changes in the
price of the underlying securities subject to the futures contract.

The Fund may enter into futures contracts and engage in options on futures
to the extent that no more than 5% of the Fund's assets are required as futures
contract margin deposits and premiums on options, and may engage in such
transactions to the extent that obligations relating to such futures and related
options on futures transactions represent not more than 25% of the Fund's
assets.

The Fund will enter into futures transactions on domestic exchanges and,
to the extent such transactions have been approved by the Commodity Futures
Trading Commission for sale to customers in the United States, on foreign
exchanges. In addition, the Fund may sell stock index futures in anticipation of
or during a market decline to attempt to offset the decrease in market value of
their common stocks that might otherwise result; and they may purchase such
contracts in order to offset increases in the cost of common stocks that they
intend to purchase. Unlike other futures contracts, a stock index futures
contract specifies that no delivery of the actual stocks making up the index
will take place. Instead, settlement in cash must occur upon the termination of
the contract. While futures contracts provide for the delivery of securities,
deliveries usually do not occur. Contracts are generally terminated by entering
into offsetting transactions.

The Fund may enter into futures contracts to protect against the adverse
affects of fluctuations in security prices, interest or foreign exchange rates
without actually buying or selling the securities or foreign currency. For
example, if interest rates are expected to increase, the Fund might enter into
futures contracts for the sale of debt securities. Such a sale would have much
the same effect as selling an equivalent value of the debt securities owned by
the Fund. If interest rates did increase, the value of the debt securities in
the portfolio would decline, but the value of the futures contracts to the Fund
would increase at approximately the same rate, thereby keeping the net asset
value of the Fund from declining as much as it otherwise would have. Similarly,
when it is expected that interest rates will decline, futures contracts may be
purchased to hedge in anticipation of subsequent purchases of securities at
higher prices. Since the fluctuations in the value of futures contracts should
be similar to those of debt securities, the Fund could take advantage of the
anticipated rise in value of debt securities without actually buying them until
the market had stabilized. At that time, the futures contracts could be
liquidated and the Fund could then buy debt securities on the cash market.

To the extent that market prices move in an unexpected direction, the Fund
may not achieve the anticipated benefits of futures contracts or may realize a
loss. For example, if the Fund is hedged against the possibility of an increase
in interest rates which would adversely affect the price of securities held in
its portfolio and interest rates decrease instead, the Fund would lose part or
all of the benefit of the increased value which it has because it would have
offsetting losses in its futures position. In addition, in such situations, if
the Fund had insufficient cash, it may be required to sell securities from its
portfolio to meet daily variation margin requirements. Such sales of securities
may, but will not necessarily, be at increased prices which reflect the rising
market. The Fund may be required to sell securities at a time when it may be
disadvantageous to do so.

Options

The Fund may invest in options that are listed on U.S. exchanges or traded
over-the-counter. Certain over-the-counter options may be illiquid. Thus, it may
not be possible to close options positions and this may have an adverse impact
on the Fund' ability to effectively hedge its securities. The Fund considers
over-the-counter options to be illiquid. Accordingly, the Fund will only invest
in such options to the extent consistent with its 15% limit on investments in
illiquid securities. The Fund may purchase and write call or put options on
securities but will only engage in option strategies for non-speculative
purposes.

Purchasing Call Options - The Fund may purchase call options on securities
to the extent that premiums paid by the Fund do not aggregate more than 20% of
its total assets. When the Fund purchases a call option, in return for a premium
paid by the Fund to the writer of the option, the Fund obtains the right to buy
the security underlying the option at a specified exercise price at any time
during the term of the option. The writer of the call option has the obligation
to deliver the underlying security against payment of the exercise price. The
advantage of purchasing call options is that the Fund may alter portfolio
characteristics and modify portfolio maturities without incurring the cost
associated with transactions.

The Fund may, following the purchase of a call option, liquidate its
position by effecting a closing sale transaction. This is accomplished by
selling an option of the same series as the option previously purchased. The
Fund will realize a profit from a closing sale transaction if the price received
on the transaction is more than the premium paid to purchase the original call
option; the Fund will realize a loss from a closing sale transaction if the
price received on the transaction is less than the premium paid to purchase the
original call option.

Although the Fund will generally purchase only those call options for
which there appears to be an active secondary market, there is no assurance that
a liquid secondary market on an exchange will exist for any particular option,
or at any particular time, and for some options no secondary market on an
exchange may exist. In such event, it may not be possible to effect closing
transactions in particular options, with the result that the Fund would have to
exercise its options in order to realize any profit and would incur brokerage
commissions upon the exercise of such options and upon the subsequent
disposition of the underlying securities acquired through the exercise of such
options. Further, unless the price of the underlying security changes
sufficiently, a call option purchased by the Fund may expire without any value
to the Fund, in which event it would realize a capital loss which will be
short-term unless the option was held for more than one year.

Covered Call Writing - The Fund may write covered call options from time
to time on such portions of its portfolio, without limit, as Barrett Associates
determines is appropriate in seeking to achieve the Fund's investment objective.
The advantage to the Fund of writing covered calls is that it receives a premium
which is additional income. However, if the security rises in value, the Fund
may not fully participate in the market appreciation.

During the option period for a covered call option, the writer may be
assigned an exercise notice by the broker-dealer through whom such call option
was sold, requiring the writer to deliver the underlying security against
payment of the exercise price. This obligation is terminated upon the expiration
of the option or upon entering a closing purchase transaction. A closing
purchase transaction, in which the Fund, as writer of an option, terminates its
obligation by purchasing an option of the same fund as the option previously
written, cannot be effected with respect to an option once the option writer has
received an exercise notice for such option.

Closing purchase transactions will ordinarily be effected to realize a
profit on an outstanding call option, to prevent an underlying security from
being called, to permit the sale of the underlying security or to enable the
Fund to write another call option on the underlying security with either a
different exercise price or expirations date or both. The Fund may realize a net
gain or loss from a closing purchase transaction depending upon whether the net
amount of the original premium received on the call option is more or less than
the cost of effecting the closing purchase transaction. Any loss incurred in a
closing purchase transaction may be partially or entirely offset by the premium
received from a sale of a different call option on the same underlying security.
Such a loss may also be wholly or partially offset by unrealized appreciation in
the market value of the underlying security. Conversely, a gain resulting from a
closing purchase transaction could be offset in whole or in part by a decline in
the market value of the underlying security.

If a call option expires unexercised, the Fund will realize a short-term
capital gain in the amount of the premium on the option less the commission
paid. Such a gain, however, may be offset by depreciation in the market value of
the underlying security during the option period. If a call option is exercised,
the Fund will realize a gain or loss from the sale of the underlying security
equal to the difference between the cost of the underlying security and the
proceeds of the sale of the security plus the amount of the premium on the
option less the commission paid.

The Fund will write call options only on a covered basis, which means that
the Fund will own the underlying security subject to a call option at all times
during the option period. Unless a closing purchase transaction is effected, the
Fund would be required to continue to hold a security which it might otherwise
wish to sell or deliver a security it would want to hold. The exercise price of
a call option may be below, equal to or above the current market value of the
underlying security at the time the option is written.

Purchasing Put Options - The Fund may only purchase put options to the
extent that the premiums on all outstanding put options do not exceed 20% of the
Fund's total assets. The Fund will, at all times during which it holds a put
option, own the security covered by such option. With regard to the writing of
put options, the Fund will limit the aggregate value of the obligations
underlying such put options to 50% of its total net assets. The purchase of the
put on substantially identical securities held will constitute a short sale for
tax purposes, the effect of which is to create short-term capital gain on the
sale of the security and to suspend running of its holding period (and treat it
as commencing on the date of the closing of the short sale) or that of a
security acquired to cover the same if, at the time the put was acquired, the
security had not been held for more than one year.

A put option purchased by the Fund gives it the right to sell one of its
securities for an agreed price up to an agreed date. The Fund intends to
purchase put options in order to protect against a decline in the market value
of the underlying security below the exercise price less the premium paid for
the option ("protective puts"). The ability to purchase put options will allow
the Fund to protect unrealized gains in an appreciated security in their
portfolios without actually selling the security. If the security does not drop
in value, the Fund will lose the value of the premium paid. The Fund may sell a
put option which it has previously purchased prior to the sale of the securities
underlying such option. Such sale will result in a net gain or loss depending on
whether the amount received on the sale is more or less than the premium and
other transaction costs paid on the put option which is sold.

The Fund may sell a put option purchased on individual portfolio
securities. Additionally, the Series may enter into closing sale transactions. A
closing sale transaction is one in which the Fund, when it is the holder of an
outstanding option, liquidates its position by selling an option of the same
series as the option previously purchased.

Writing Put Options - The Fund may also write put options on a secured
basis which means that the Fund will maintain in a segregated account with its
custodian segregated assets in an amount not less than the exercise price of the
option at all times during the option period. The amount of segregated assets
held in the segregated account will be adjusted on a daily basis to reflect
changes in the market value of the securities covered by the put option written
by the Series. Secured put options will generally be written in circumstances
where Barrett Associates wishes to purchase the underlying security for the
Fund's portfolio at a price lower than the current market price of the security.
In such event, the Fund would write a secured put option at an exercise price
which, reduced by the premium received on the option, reflects the lower price
it is willing to pay.

Following the writing of a put option, the Fund may wish to terminate the
obligation to buy the security underlying the option by effecting a closing
purchase transaction. This is accomplished by buying an option of the same
series as the option previously written. The Fund may not, however, effect such
a closing transaction after it has been notified of the exercise of the option.

Straddles - The Fund may write covered straddles consisting of a
combination of a call and a put written on the same underlying security. A
straddle will be covered when sufficient assets are deposited to meet the Fund's
immediate obligations. The Fund may use the same liquid assets to cover both the
call and put options where the exercise price of the call and put are the same,
or the exercise price of the call is higher than that of the put. In such cases,
the Fund will also segregate liquid assets equivalent to the amount, if any, by
which the put is "in the money."

Index Options

The Fund may purchase exchange-listed put and call options on stock
indices and sell such options in closing sale transactions for hedging purposes.
The Fund may purchase call options on broad market indices to temporarily
achieve market exposure when the Fund is not fully invested. The Fund may also
purchase exchange-listed call options on particular market segment indices to
achieve temporary exposure to a specific industry. The Fund may purchase put
options on broad market indices in order to protect its fully invested portfolio
from a general market decline. Put options on market segments may be bought to
protect the Fund from a decline in value of heavily weighted industries in the
Fund's portfolio. Put options on stock indices may be used to protect the Fund'
investments in the case of a major redemption. While the option is open, the
Fund will maintain a segregated account with its custodian in an amount equal to
the market value of the option.

Options on indices are similar to regular options except that an option on
an index gives the holder the right, upon exercise, to receive an amount of cash
if the closing level of the index upon which the option is based is greater than
(in the case of a call) or lesser than (in the case of a put) the exercise price
of the option. This amount of cash is equal to the difference between the
closing price of the index and the exercise price of the option expressed in
dollars times a specified multiple (the "multiplier").

Risks of Options

The purchase and writing of options involves certain risks. During the
option period, the covered call writer has, in return for the premium on the
option, given up the opportunity to profit from a price increase in the
underlying securities above the exercise price, but, as long as its obligation
as a writer continues, has retained the risk of loss should the price of the
underlying security decline. The writer of an option has no control over the
time when it may be required to fulfill its obligation as a writer of the
option. Once an option writer has received an exercise notice, it cannot effect
a closing purchase transaction in order to terminate its obligation under the
option and must deliver the underlying securities at the exercise price. If a
put or call option purchased by the Fund is not sold when it has remaining
value, and if the market price of the underlying security, in the case of a put,
remains equal to or greater than the exercise price or, in the case of a call,
remains less than or equal to the exercise price, the Fund will lose its entire
investment in the option. Also, where a put or call option on a particular
security is purchased to hedge against price movements in a related security,
the price of the put or call option may move more or less than the price of the
related security. There can be no assurance that a liquid market will exist when
a Fund seeks to close out an option position. Furthermore, if trading
restrictions or suspensions are imposed on the options markets, the Fund may be
unable to close out a position.

The Fund's purchases of options on indices will subject them to the
following risks described below. First, because the value of an index option
depends upon movements in the level of the index rather than the price of a
particular security, whether the Fund will realize gain or loss on the purchase
of an option on an index depends upon movements in the level of prices in the
market generally or in an industry or market segment rather than movements in
the level of prices in the market generally or in an industry or market segment
rather than movements in the price of a particular security. Accordingly,
successful use by the Fund of options on indices is subject to Barrett
Associates' ability to predict correctly the direction of movements in the
market generally or in a particular industry. This requires different skills and
techniques than predicting changes in the prices of individual securities.

Second, index prices may be distorted if trading of a substantial number
of securities included in the index is interrupted causing the trading of
options on that index to be halted. If a trading halt occurred, the Fund would
not be able to close put options which it had purchased and the Fund may incur
losses if the underlying index moved adversely before trading resumed. If a
trading halt occurred and restrictions prohibiting the exercise of options were
imposed through the close of trading on the last day before expiration,
exercises on that day would be settled on the basis of a closing index value
that may not reflect current price information for securities representing a
substantial portion of the value of the index.

Third, if the Fund holds an index option and exercises it before final
determination of the closing index value for that day, it runs the risk that the
level of the underlying index may change before closing. If such a change causes
the exercised option to fall "out-of-the-money," the Fund will be required to
pay the difference between the closing index value and the exercise price of the
option (times the applicable multiplier) to the assigned writer. Although the
Fund may be able to minimize this risk by withholding exercise instructions
until just before the daily cutoff time or by selling rather than exercising the
option when the index level is close to the exercise price, it may not be
possible to eliminate this risk entirely because the cutoff times for index
options may be earlier than those fixed for other types of options and may occur
before definitive closing index values are announced.

Other Investments

The Board of Trustees may, in the future, authorize the Fund to invest in
securities other than those listed in this SAI and in the prospectus, provided
such investment would be consistent with the Fund's investment objective and
that it would not violate any fundamental investment policies or restrictions.

INVESTMENT RESTRICTIONS

Fundamental Investment Policies and Restrictions: The Fund has adopted the
following fundamental investment restrictions which cannot be changed without
the approval of a "majority of the outstanding voting securities" of the Fund.
Under the 1940 Act, a "majority of the outstanding voting securities" of a fund
means the vote of: (i) more than 50% of the outstanding voting securities of the
fund; or (ii) 67% or more of the voting securities of the fund present at a
meeting, if the holders of more than 50% of the outstanding voting securities
are present or represented by proxy, whichever is less.

Concentration: The Fund will not make investments that will result in the
concentration (as that term may be defined in the 1940 Act, any rule or order
thereunder, or U.S. Securities and Exchange Commission ("SEC") staff
interpretation thereof) of its investments in the securities of issuers
primarily engaged in the same industry, provided that this restriction does not
limit the Fund from investing in obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities, or in certificates of deposit.

Senior Securities & Borrowing: The Fund may not borrow money or issue senior
securities, except as the 1940 Act, any rule or order thereunder, or SEC staff
interpretation thereof, may permit.

Underwriting: The Fund may not underwrite the securities of other issuers,
except that the Fund may engage in transactions involving the acquisition,
disposition or resale of its portfolio securities, under circumstances where it
may be considered to be an underwriter under the Securities Act of 1933.

Real Estate: The Fund may not purchase or sell real estate, unless acquired as a
result of ownership of securities or other instruments and provided that this
restriction does not prevent the Fund from investing in issuers which invest,
deal or otherwise engage in transactions in real estate or interests therein, or
investing in securities that are secured by real estate or interests therein.

Commodities: The Fund may not purchase or sell physical commodities, unless
acquired as a result of ownership of securities or other instruments and
provided that this restriction does not prevent the Fund from engaging in
transactions involving futures contracts and options thereon or investing in
securities that are secured by physical commodities.

Lending: The Fund may not make loans, provided that this restriction does not
prevent the Fund from purchasing debt obligations, entering into repurchase
agreements, loaning its assets to broker/dealers or institutional investors and
investing in loans, including assignments and participation interests.

Non-Fundamental Policies and Restrictions: In addition to the fundamental
policies and investment restrictions described above, and the various general
investment policies described in the Prospectus, the Fund will be subject to the
following investment restrictions, which are considered non-fundamental and may
be changed by the Board of Trustees without shareholder approval.

Other Investment Companies: The Fund is permitted to invest in other investment
companies, including open-end, closed-end or unregistered investment companies,
either within the percentage limits set forth in the 1940 Act, any rule or order
thereunder, or SEC staff interpretation thereof, or without regard to percentage
limits in connection with a merger, reorganization, consolidation or other
similar transaction. However, the Fund may not operate as a "fund of funds"
which invests primarily in the shares of other investment companies as permitted
by Section 12(d)(1)(F) or (G) of the 1940 Act, if its own shares are utilized as
investments by such a "fund of funds."

Illiquid Securities: The Fund may not invest more than 15% of its net assets in
securities which it can not sell or dispose of in the ordinary course of
business within seven days at approximately the value at which the Fund has
valued the investment.

In applying the Fund's fundamental policy concerning concentration that is
described above, it is a matter of non-fundamental policy that investments in
certain categories of companies will not be considered to be investments in a
particular industry. For example: (i) financial service companies will be
classified according to the end users of their services, for example, automobile
finance, bank finance and diversified finance will each be considered a separate
industry; (ii) technology companies will be divided according to their products
and services, for example, hardware, software, information services and
outsourcing, or telecommunications will each be a separate industry; (iii)
asset-backed securities will be classified according to the underlying assets
securing such securities; and (iv) utility companies will be divided according
to their services, for example, gas, gas transmission, electric and telephone
will each be considered a separate industry.

ADDITIONAL INFORMATION ABOUT PURCHASES AND SALES

Purchasing Shares

You may purchase shares of the Fund without any sales charge through an
investment adviser, financial planner, broker, dealer or other investment
professional or through a fund supermarket, retirement plan or directly through
the Fund's distributor. Shares of the Fund are offered on a continuous basis by
the distributor. Other persons may receive compensation for their marketing and
shareholder servicing activities in the form of 12b-1 fees payable by the Fund
under its 12b-1 Plan.

The Fund reserves the right to reject any purchase order and to suspend
the offering of shares of the Fund. The minimum initial investment is $2,500 and
additional investments must total at least $1,000. The minimum initial
investment for qualified retirement accounts is $1,000 ($500 for Education IRAs)
and there is no minimum for subsequent investments in these accounts. The Fund
may also change or waive its policies concerning minimum investment amounts at
any time. The Fund's Transfer Agent maintains all shareholder and shareholder
transaction(s) records for the Fund.

The Fund does not intend to issue certificates representing shares
purchased. You will have the same rights of ownership with respect to such
shares as if certificates had been issued.

You may buy shares at the Fund's net asset value per share (NAV), which is
calculated as of the close of the New York Stock Exchange ("NYSE") (usually 4:00
P.M. eastern time) every day the exchange is open. As of the date of this SAI,
the Fund is informed that the NYSE observes the following holidays: New Year's
Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

The NAV is determined by dividing the value of the Fund's securities, cash
and other assets, minus all expenses and liabilities, by the number of shares
outstanding. The Fund's securities are valued each day at their market value,
which usually means the last quoted sale price on the security's principal
exchange on that day. Expenses and fees of the Fund, including management,
distribution and shareholder servicing fees, are accrued daily and taken into
account for the purpose of determining the net asset value.

Cash and receivable are valued at their realizable amounts. Interest is
recorded as accrued and dividends are recorded on the ex-dividend date.
Portfolio securities listed on a securities exchange or on the NASDAQ National
Market System for which market quotations are readily available are valued at
the last quoted sale price of the day or, if there is no such reported sale,
within the range of the most recent quoted bid and ask prices. The current
market value of any option held by the Fund is its last sale price on the
relevant exchange before the time when assets are valued. Lacking any sales that
day or if the last sale price is outside the bid and ask prices, options are
valued within the range of the current closing bid and ask prices if the
valuation is believed to reflect the contract's market value. The value of a
foreign security is determined as of the close of trading on the foreign
exchange on which it is traded or as of the scheduled close of trading on the
NYSE, if that is earlier. Generally, trading in corporate bonds, U.S. government
securities and money market instruments is substantially completed each day at
various times before the scheduled close of the NYSE. The value of these
securities used in computing the NAV of each class is determined as of such
time.

When you buy shares, if you submit a check or a draft that is returned
unpaid to the Fund, the Fund may impose a [$10] charge against your account for
each returned item. All checks, drafts, wires and other payment mediums used to
buy or sell shares of the Fund must be denominated in U.S. dollars. The Fund
may, in our sole discretion, either (a) reject any order to buy or sell shares
denominated in any other currency or (b) honor the transaction or make
adjustments to your account for the transaction as of a date and with a foreign
currency exchange factor determined by the drawee bank.

Selling Shares

Shares of the Fund may be redeemed on any business day that the Fund
calculates its NAV. The sale price will be the next NAV calculated after your
order is accepted by the Fund's transfer agent. No fees are imposed by the Fund
when shares are sold.

You may sell your shares by giving instructions to the Fund's transfer
agent by mail or by telephone. The Fund will use reasonable procedures to
confirm that instructions communicated by telephone are genuine and, if the
procedures are followed, will not be liable for any losses due to unauthorized
or fraudulent telephone transactions. During times of drastic economic or market
changes, the telephone redemption privilege may be difficult to implement and
the Fund reserves the right to suspend this privilege.

Certain written requests to sell shares require a signature guarantee. For
example, a signature guarantee may be required if you sell shares worth $10,000
or more if your address of record on the account application has been changed
within the last 30 days, or if you ask that the proceeds be sent to a different
person or address. A signature guarantee is used to help protect you and the
Fund from fraud. You can obtain a signature guarantee from most banks and
securities dealers, but not from a notary public. Signature guarantees must
appear together with the signature(s) of the registered owner(s), on: (1) a
written request for redemption; or (2) a separate instrument of assignment,
which should specify the total number of shares to be redeemed (this "stock
power" may be obtained from the Fund or from most banks or stock brokers).

If you sell shares through a securities dealer or investment professional,
it is such person's responsibility to transmit the order to the Fund in a timely
fashion. Any loss to you resulting from failure to do so must be settled between
you and such person.

Delivery of the proceeds of a redemption of shares purchased and paid for
by check shortly before the receipt of the request may be delayed until the Fund
determines that the Custodian has completed collection of the purchase check
which may take up to 10 days. Also, redemption requests for accounts for which
purchases were made by wire may be delayed until the Fund receives a completed
application for the account. The Board of Trustees may suspend the right of
redemption or postpone the date of payment during any period when (a) trading on
the New York Stock Exchange is restricted as determined by the SEC or such
exchange is closed for other than weekends and holidays, (b) the SEC has by
order permitted such suspension, or (c) an emergency, as defined by rules of the
SEC, exists during which time the sale of Fund shares or valuation of securities
held by the Fund are not reasonably practicable.

Redeeming shares through a systematic withdrawal plan may reduce or
exhaust the shares in your account if payments exceed distributions received
from the Fund. This is especially likely to occur if there is a market decline.
If a withdrawal amount exceeds the value of your account, your account will be
closed and the remaining balance in your account will be sent to you. Because
the amount withdrawn under the plan may be more than your actual yield or
income, part of the payment may be a return of your investment.

If dividend checks are returned to the Fund marked "unable to forward" by
the postal service, we will consider this a request by you to change your
dividend option to reinvest all distributions. The proceeds will be reinvested
in additional shares at NAV until we receive new instructions.

If mail is returned as undeliverable or we are unable to locate you or
verify your current mailing address, we may deduct the costs of any efforts to
find you from your account. These costs may include a percentage of the account
when a search company charges a percentage fee in exchange for its location
services.

Distribution or redemption checks sent to you do not earn interest or any
other income during the time the checks remain uncashed. Neither the Fund nor
its affiliates will be liable for any loss caused by your failure to cash such
checks.

The Fund also reserves the right to make a "redemption in-kind" if the
amount you are redeeming is large enough to affect Fund operations or if the
redemption would otherwise disrupt the Fund. For example, the Fund may redeem
shares in-kind if the amount represents more than 1% of the Fund's assets. When
the Fund makes a "redemption in-kind" it pays the Seller in portfolio securities
rather than cash. If shares are redeemed in kind, the redeeming shareholder may
incur brokerage costs in converting the assets to cash. The method of valuing
securities used to make redemptions in kind will be the same as the method of
valuing portfolio securities is described above. Such valuation will be made as
of the same time the redemption price is determined.

In addition, if your account balance falls below $1,000, the Fund may
request that you increase your balance. If it is still below $1,000 after 60
days, the Fund may automatically close your account and send you the proceeds.

MANAGEMENT OF THE TRUST
Trustees and Officers

The Trust is governed by a Board of Trustees which is responsible for
protecting the interests of shareholders. The Trustees are experienced business
persons who meet throughout the year to oversee the Trust's activities, review
contractual arrangements with companies that provide services to the Fund, and
review performance. The names and business addresses of the Trustees and
officers of the Trust, together with information as to their principal
occupations during the past five years, are listed below. The Trustees who are
considered "interested persons" of the investment adviser or of the Trust, as
defined in Section 2(a)(19) of the 1940 Act, are noted with an asterisk (*).

Name, Address Position(s) Principal Occupation(s)
and Age Held During the Past 5 Years
With Registrant

John D. Barrett, II* Chairman of
565 Fifth Avenue the Board of
New York, NY 10017 Trustees
Age 63

Robert E. Harvey* President and
565 Fifth Avenue Trustee
New York, NY 10017
Age 44

James R. Rutherford* Trustee
565 Fifth Avenue
New York, NY 10017
Age 65

[To be Determined]+ Trustee

Robert J. Voccola Vice President

Henry A. Collins Vice President

Peter H. Shriver Vice President
& Treasurer

Leslie J. Lammers Vice President

Paula J. Elliot Secretary

+These trustees will be elected in accordance with the requirements of the
Investment Company Act of 1940 to serve as "non-interested" trustees on behalf
of the Barrett Funds. The selection of the non-interested trustees will be
completed prior to the filing of the Registrant's Pre-Effective Amendment.

Compensation of Trustees: The Trust does not compensate the Trustees who are
officers or employees of the Adviser or [Firstar Mutual Fund Services, LLC], the
Trust's administrator (the "Administrator") or their affiliates. The
"independent" Trustees receive a fee of $250 for each meeting of the Trustees
which they attend in person or by telephone. Trustees are reimbursed for travel
and other out-of-pocket expenses. The Board of Trustees is expected to hold
regular quarterly meetings each year, and would receive the annual compensation
shown below from the Trust for serving on the Board and attending such meetings.
The Trust does not offer any retirement benefits for Trustees. As of
[___________,] 1998, the officers and Trustees, individually and as a group,
owned beneficially less than 1% of the outstanding shares of the Barrett Growth
Fund.

Name of Trustee Title Aggregate
Compensation
From Trust
John D. Barrett, II Chairman of the None
Board

Robert E. Harvey Trustee and None
President

James R. Rutherford Trustee None

Investment Adviser and Advisory Agreement

Barrett Associates, Inc. ("Barrett Associates" or the "Adviser") having
its principal offices located at 565 Fifth Avenue, New York, NY 10017, is the
Fund's investment adviser. Barrett Associates is registered as an investment
adviser under the Investment Advisers Act of 1940 (as amended, the "Advisers
Act").

Barrett Associates serves as investment adviser to the Fund pursuant to an
Investment Advisory Agreement with the Trust dated [_________,] 1998 (the
"Advisory Agreement"). Under the Advisory Agreement, the Adviser, subject to the
supervision of the Trustees, provides a continuous investment program for each
Fund, including investment research and management with respect to securities,
investments and cash equivalents, in accordance with the Fund's investment
objective, policies and restrictions as set forth in its prospectus, this SAI
and the resolutions of the Trustees. The Adviser is responsible for effecting
all security transactions on behalf of the Fund, including the allocation of
principal business and portfolio brokerage and the negotiation of commissions.
The Adviser also maintains books and records with respect to the securities
transactions of the Fund and furnishes to the Trustees such periodic or other
reports as the Trustees may request.

The Fund is obligated to pay the Adviser a monthly fee equal to an annual
rate of 1.00% of the Fund's average daily net assets. The Adviser has
voluntarily agreed to waive its advisory fee or make payments to limit Fund
expenses to the extent necessary to ensure that total operating expenses of the
Fund do not exceed 1.70% of average daily net assets during the Fund's first
year of operations. This voluntary arrangement may be terminated by the Adviser
at any time. To the extent that the Adviser waives fees or makes payments to
limit Fund expenses, it may seek to recoup such waived fees or expense payments
after this practice is discontinued.

Barrett Associates is an independent, privately-owned firm. Its
stockholders consist of seven senior officers of the firm, together with a
subsidiary of a privately-held real estate firm named The Ashforth Company,
located at 3003 Summer Street, Stamford, Connecticut 06905. The Fund's chairman,
John D. Barrett, II owns 25% of Barrett Associates' outstanding stock and
therefore is deemed to have a controlling interest in the firm under the 1940
Act. The Ashforth Company holds a 53% interest in Barrett Associates, through a
wholly-owned subsidiary, and therefore is also deemed to control the firm. The
remaining shares of the common stock are held by senior officers of Barrett
Associates. The Ashforth Company was founded in 1896. Its principal business is
real estate, with ownership of 1.3 million square feet of office property.

During the term of the Advisory Agreement, the Adviser pays all expenses
incurred by it in connection with its activities thereunder except the cost of
securities (including brokerage commissions, if any) purchased for the Fund. The
services furnished by the Adviser under the Advisory Agreement are not
exclusive, and the Adviser is free to perform similar services for others.

Unless sooner terminated in accordance with its terms, the Advisory
Agreement is initially effective for a period of two years and may be continued
from year to year, provided that such continuance is approved at least annually
by a vote of the holders of a "majority" (as defined in the 1940 Act) of the
outstanding voting securities of the Fund, or by the Trustees, and in either
event by vote of a majority of the Trustees of the Trust who are not parties to
either Advisory Agreement or "interested persons" (as defined in the 1940 Act)
of any such party, cast in person at a meeting called for the purpose of voting
on such approval. The required shareholder approval of any continuance will be
effective with respect to the Fund if a majority of the outstanding voting
securities of the Fund votes to approve such continuance.

The Advisory Agreement will automatically terminate in the event of its
"assignment" as that term is defined in the 1940 Act, and may be terminated
without penalty at any time upon 60 days' written notice to the other party: (i)
by the majority vote of all the Trustees or by majority vote of the outstanding
voting securities of the Fund; or (ii) by the Adviser.

The Advisory Agreement may be amended by the parties provided, in most
cases, that such amendment is specifically approved by the vote of a majority of
the outstanding voting securities of the Fund and by the vote of a majority of
the Trustees who are not interested persons of the Fund or of the Adviser, cast
in person at a meeting called for the purpose of voting upon such approval.

Under the terms of the Advisory Agreement, the Adviser will be liable to
the Fund or the Trust only for losses resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services, willful misfeasance,
bad faith, gross negligence, or reckless disregard of duty.

The Adviser and the Trust have agreed that the Trust may use the name
"Barrett" only so long as Barrett Associates serves as investment adviser for
the Trust or Fund, or as Barrett Associates may permit.

CODE OF ETHICS

[Description to be provided by SRSY when Code is finalized]

SERVICE AGREEMENTS

As more fully described below, the Trust has entered into a number of
agreements with Firstar Mutual Funds Services, LLC ("Firstar"), a Wisconsin
limited liability company, pursuant to which management-related and other
services are performed for the Fund. Firstar serves as the Administrator,
Transfer and Dividend Disbursing Agent, and Fund Accountant. Firstar Trust
Company serves as the Fund's custodian. The principal offices of Firstar and
Firstar Trust Company are located at 615 Michigan Avenue, Milwaukee, WI 53202.

Administrator

Pursuant to an Administration Agreement with the Trust dated
[_____________], 1998 (the "Administration Agreement"), Firstar serves as
Administrator of the Fund and subject to the direction and control of the
Trustees, supervises all aspects of the operation of the Fund except those
performed by the Fund's Adviser. As administrator, Firstar receives asset-based
fees at the annual rates of 0.06% on the first $200 million of average daily net
assets, 0.05% on the next $500 million of average daily net assets and 0.03% on
average daily net assets above $700 million, subject to a minimum amount of
$30,000 per year.

Under the Administration Agreement, Firstar provides certain
administrative services and facilities for the Fund. These services include
preparing and maintaining books, records, tax and financial reports, and
monitoring compliance with state and federal regulatory requirements.

Fund Accounting

Pursuant to an Accounting Agreement with the Trust dated [________,] 1998
(the "Accounting Agreement"), Firstar is responsible for accounting relating to
the Fund and its investment transactions; maintaining certain books and records
of the Fund; determining daily the net asset values per share of the Fund and
calculating yield, dividends and capital gain distributions; and preparing
security position, transaction and cash position reports.

Under the Accounting Agreement, Firstar maintains portfolio trading
records and records of brokerage activity in order to provide monthly brokerage
reports which identify brokers and set forth commission amounts. Firstar also
monitors periodic distributions of gains or losses on portfolio sales and
maintains a daily listing of portfolio holdings. Firstar is responsible for
expenses accrued and payment reporting services. Firstar provides tax accounting
services and tax-related financial information to the Trust. Firstar also
monitors compliance with the regulatory requirements relating to maintaining
accounting records.

Transfer Agent

Pursuant to a Transfer Agency Agreement with the Trust dated
[___________,] 1998 (the "Transfer Agency Agreement"), Firstar also acts as the
Trust's transfer, dividend disbursing and redemption agent. Firstar provides
certain shareholder and other services to the Trust, including: furnishing
account and transaction information; providing mailing labels for the
distribution to the Fund's shareholders of financial reports, prospectuses,
proxy statements and other such materials; providing compliance reporting;
calculating distribution plan and marketing expenses; and maintaining
shareholder account records.

Firstar is responsible for processing orders for Fund shares and ensuring
appropriate participation with the National Securities Clearing Corporation for
transactions with Fund shares. If so requested by the Trust, Firstar will
produce shareholder lists and reports for proxy solicitations. Firstar receives
and processes redemption requests and administers distribution of redemption
proceeds. Firstar also handles shareholder inquiries and provides routine
account information. In addition, Firstar prepares and files appropriate tax
related information concerning dividends and distributions to shareholders

Custodian

Pursuant to a Custodian servicing Agreement with the Trust dated
[___________,] 1998 (the "Custodian Agreement"), Firstar Trust Company acts as
the custodian of the Trust's securities and cash. Portfolio securities purchased
in the U.S. are maintained in the custody of the Custodian and may be entered
into the Federal Reserve Book Entry System of the security depository system of
the Depository Trust Corporation. Firstar Trust Company maintains separate
accounts in the name of each Fund of the Trust. Firstar Trust Company is
responsible for holding and making payments of all cash received for the account
of the relevant Fund.

From each account Firstar Trust Company may make payments for the purchase
of securities, payment of interest, taxes, fees and other operating expenses. As
the custodian, Firstar Trust Company is authorized to endorse and collect
checks, drafts or other orders for payment. Firstar Trust Company is responsible
for the release or delivery of portfolio securities. Firstar Trust Company also
monitors compliance with the regulatory requirements of the Treasury Department,
Internal Revenue Service and the laws of the states. Firstar Trust Company is
compensated on the basis of an annual fee based on market value of assets of
each Fund and on fees for certain transactions.

Distributor

T.O. Richardson Securities, Inc. (the "Distributor"), located at 2 Bridge
water Road, Farmington, Connecticut 06032, serves as the principal
underwriter and national distributor for the shares of the Fund pursuant to a
Distribution Agreement with the Trust dated [______________,] 1998 (the
"Distribution Agreement"). T.O. Richardson Securities, Inc. is registered as a
broker-dealer under the 1934 Act and each state's securities laws and is a
member of the NASD. The offering of the Fund's shares is continuous. [The
Distribution Agreement provides that the Distributor, as agent in connection
with the distribution of Fund shares, will use appropriate efforts to solicit
orders for the sale of Fund shares and undertake such advertising and promotion
as it deems reasonable, including, but not limited to, advertising, compensation
to underwriters, dealers and sales personnel, printing and mailing prospectuses
to persons other than current Fund shareholders, and printing and mailing sales
literature.] The distributor will receive and administer the distribution of
12b-1 fees paid by the Fund pursuant to the Distribution and Shareholder
Servicing Plan.

Distribution Plan

The Board of Trustees has adopted a Distribution and Shareholder Serving
Plan on behalf of the Fund, in accordance with Rule 12b-1 (the "Rule") under the
1940 Act. The Fund is authorized under the Plan to use the assets of the Fund to
finance certain activities relating to the distribution of shares of the Fund to
investors and the provision of shareholder services. The Plan is a
"compensation" plan providing for the payment of 0.25% of the Fund's average net
assets to the Distributor on an annual basis and the Distributor in turn pays
all or part of the 12b-1 fee to the Adviser or others for such purposes as
directed by Barrett Associates. Because these fees are paid out of the Fund's
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

The NASD's maximum sales charge rule relating to mutual fund shares
establishes limits on all types of sales charges, whether front-end, deferred or
asset-based. This rule may operate to limit the aggregate distribution fees to
which shareholders may be subject under the terms of the Plan.

The Plan authorizes the use of distribution fees to pay, or reimburse
expenses incurred by, banks, broker/dealers and other institutions which provide
distribution assistance and/or shareholder services including, but not limited
to, printing and distributing prospectuses to persons other than Fund
shareholders, printing and distributing advertising and sales literature and
reports to shareholders used in connection with selling shares of the Fund,
furnishing personnel and communications equipment to service shareholder
accounts and prospective shareholder inquiries. Such services may be performed
by the Distributor, the Adviser or others.

The Plan requires that any person authorized to direct the disposition of
monies paid or payable by the Fund pursuant to the Plan or any related agreement
prepare and furnish to the Trustees for their review, at least quarterly,
written reports complying with the requirements of the Rule and setting out the
amounts expended under the Plan and the purposes for which those expenditures
were made. The Plan provides that so long as it is in effect the selection and
nomination of Trustees who are not interested persons of the Trust will be
committed to the discretion of the Trustees then in office who are not
interested persons of the Trust.

Neither the Plan nor any related agreements can take effect until approved
by a majority vote of both all the Trustees and those Trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan,
cast in person at a meeting called for the purpose of voting on the Plan and the
related agreements. The Trustees approved the Plan on [_______________.]

The Plan will continue in effect only so long as its continuance is
specifically approved at least annually by the Trustees in the manner described
above for Trustee approval of the Plan. The Plan for the Fund may be terminated
at any time by a majority vote of the Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the
operations of the Plan or in any agreement related to the Plan or by vote of a
majority of the outstanding voting securities of the Fund.

The Plan may not be amended so as to materially increase the amount of the
distribution fees for the Fund unless the amendment is approved by a vote of at
least a majority of the outstanding voting securities of the Fund. In addition,
no material amendment may be made unless approved by the Trustees in the manner
described above for Trustee approval of the Plan.

Independent Accountants

The Trust's independent accountants, KPMG Peat Marwick LLP, will audit the
Trust's annual financial statements, assist in the preparation of certain
reports to the SEC and review the Trust's tax returns. KPMG Peat Marwick is
located at 777 East Wisconsin Avenue, Suite 3100, Milwaulkee, Wisconsin 53202.

PORTFOLIO TRANSACTIONS AND TURNOVER

The Fund's portfolio securities transactions are placed by the Investment
Adviser. The objective of the Fund is to obtain the best available prices in its
portfolio transactions, taking into account the costs, promptness of executions
and other qualitative considerations. There is no pre-existing commitment to
place orders with any broker, dealer or member of an exchange. The Investment
Adviser evaluates a wide range of criteria in seeking the most favorable price
and market for the execution of transactions, including the broker's commission
rate, execution capability, positioning and distribution capabilities,
information in regard to the availability of securities, trading patterns,
statistical or factual information, opinions pertaining to trading strategy,
back office efficiency, ability to handle difficult trades, financial stability,
and prior performance in servicing the Investment Adviser and its clients. In
transactions on equity securities and U.S. Government securities executed in the
over-the-counter market, purchases and sales are transacted directly with
principal market-makers except in those circumstances where, in the opinion of
the Investment Adviser, better prices and executions are available elsewhere.

The Investment Adviser, when effecting purchases and sales of portfolio
securities for the account of the Fund, will seek execution of trades either (i)
at the most favorable and competitive rate of commission charged by any broker,
dealer or member of an exchange, or (ii) at a higher rate of commission charges,
if reasonable, in relation to brokerage and research services provided to the
Fund or the Investment Adviser by such member, broker, or dealer. Such services
may include, but are not limited to, any one or more of the following;
information as to the availability of securities for purchase or sale,
statistical or factual information, or opinions pertaining to investments. The
Investment Adviser may use research and services provided by brokers and dealers
in servicing all its clients, including the Fund, and not all such services will
be used by the Investment Adviser in connection with the Fund. In accordance
with the provisions of Section 28(e) of the 1934 Act, the Adviser may from
time-to-time receive services and products which serve both research and
non-research functions. In such event, the Adviser makes a good faith
determination of the anticipated research and non-research use of the product or
service and allocates brokerage only with respect to the research component.
Brokerage may also be allocated to dealers in consideration of the Fund's share
distribution but only when execution and price are comparable to that offered by
other brokers.

The Investment Adviser provides investment advisory services to
individuals and other institutional clients, including corporate pension plans,
profit-sharing and other employee benefit trusts, and other investment pools.
There may be occasions on which other investment advisory clients advised by the
Investment Adviser may also invest in the same securities as the Fund. When
these clients buy or sell the same securities at substantially the same time,
the Investment Adviser may average the transactions as to price and allocate the
amount of available investments in a manner which is believes to be equitable to
each client, including the Fund. On the other hand, to the extent permitted by
law, the Investment Adviser may aggregate the securities to be sold or purchased
for the Fund with those to be sold or purchased for other clients managed by it
in order to obtain lower brokerage commissions, if any.

The Fund does not engage in frequent trading and turnover tactics for
short-term gains, however, the Adviser will effect portfolio transactions
without regard to holding period if, in its judgment, such transactions are
advisable in light of a change in circumstances of a particular company or
within a particular industry or in general market, economic or financial
conditions. While the Fund anticipates that its annual portfolio turnover rate
should not exceed 50% under normal conditions, it is impossible to predict
portfolio turnover rates. The portfolio turnover rate is calculated by dividing
the lesser of the Fund's annual sales or purchases of portfolio securities
(exclusive of purchases or sales of securities whose maturities at the time of
acquisition were one year or less) by the monthly average value of the
securities in the portfolio during the year.

SHARES OF BENEFICIAL INTEREST

The Trust is a series business trust that currently offers one series of
shares. The beneficial interest of the Trust is divided into an unlimited number
of shares, with a par value of $0.001 each. Each share has equal dividend,
voting, liquidation and redemption rights. There are no conversion or preemptive
rights. Shares, when issued, will be fully paid and nonassessable. Fractional
shares have proportional voting rights. Shares of the Fund do not have
cumulative voting rights, which means that the holders of more than 50% of the
shares voting for the election of trustees can elect all of the trustees if they
choose to do so and, in such event, the holders of the remaining shares will not
be able to elect any person to the Board of Trustees. Shares will be maintained
in open accounts on the books of the Transfer Agent, and certificates for shares
will generally not be issued.

If they deem it advisable and in the best interests of shareholders, the
Trustees may create additional series of shares, each of which represents
interests in a separate portfolio of investments and is subject to separate
liabilities, and may create multiple classes of shares of such series, which may
differ from each other as to expenses and dividends. If additional series or
classes of shares are created, shares of each series or class are entitled to
vote as a series or class only to the extent required by the 1940 Act or as
permitted by the Trustees. Upon the Trust's liquidation, all shareholders of a
series would share pro-rata in the net assets of such series available for
distribution to shareholders of the series, but, as shareholders of such series,
would not be entitled to share in the distribution of assets belonging to any
other series.

DIVIDENDS

A shareholder will automatically receive all income dividends and capital
gain distributions in additional full and fractional shares of the Fund at their
net asset value as of the date of payment unless the shareholder elects to
receive such dividends or distributions in cash. The reinvestment date normally
precedes the payment date by about seven days although the exact timing is
subject to change. Shareholders will receive a confirmation of each new
transaction in their account. The Trust will confirm all account activity,
including the payment of dividend and capital gain distributions and
transactions made as a result of an Automatic Withdrawal Plan or an Automatic
Investment Plan. Shareholders may rely on these statements in lieu of stock
certificates. Stock certificates representing shares of the Fund will not be
issued.

ADDITIONAL INFORMATION ON DISTRIBUTIONS AND TAXES

Distributions

Distributions of Net Investment Income. The Fund receives income generally
in the form of dividends and interest on its investments. This income, less
expenses incurred in the operation of the Fund, constitute its net investment
income from which dividends may be paid to you. Any distributions by the Fund
from such income will be taxable to you as ordinary income, whether you take
them in cash or in additional shares.

Distributions of Capital Gains. The Fund may derive capital gains and
losses in connection with sales or other dispositions of its portfolio
securities. Distributions derived from the excess of net short-term capital gain
over net long-term capital loss will be taxable to you as ordinary income.
Distributions paid from long-term capital gains realized by the Fund will be
taxable to you as long-term capital gain, regardless of how long you have held
your shares in the Fund. Any net short-term or long-term capital gains realized
by the Fund (net of any capital loss carryovers) generally will be distributed
once each year, and may be distributed more frequently, if necessary, in order
to reduce or eliminate federal excise or income taxes on the Fund.

Information on the Tax Character of Distributions. The Fund will inform
you of the amount and character of your distributions at the time they are paid,
and will advise you of the tax status for federal income tax purposes of such
distributions shortly after the close of each calendar year. If you have not
held Fund shares for a full year, you may have designated and distributed to you
as ordinary income or capital gain a percentage of income that is not equal to
the actual amount of such income earned during the period of your investment in
the Fund.

Taxes

Election to be Taxed as a Regulated Investment Company. The Fund intends
to be treated as a regulated investment company under Subchapter M of the Code,
and intends to so qualify during the current fiscal year. As a regulated
investment company, the Fund generally pays no federal income tax on the income
and gains it distributes to you. The Board reserves the right not to maintain
the qualification of the Fund as a regulated investment company if it determines
such course of action to be beneficial to you. In such case, the Fund will be
subject to federal, and possibly state, corporate taxes on its taxable income
and gains, and distributions to you will be taxed as ordinary dividend income to
the extent of the Fund's available earnings and profits.

Excise Tax Distribution Requirements. The Code requires the Fund to
distribute at least 98% of its taxable ordinary income earned during the
calendar year and 98% of its capital gain net income earned during the twelve
month period ending October 31 (in addition to undistributed amounts from the
prior year) to you by December 31 of each year in order to avoid federal excise
taxes. The Fund intends to declare and pay sufficient dividends in December (or
in January that are treated by you as received in December) but does not
guarantee and can give no assurances that its distributions will be sufficient
to eliminate all such taxes.

Redemption of Fund Shares. Redemptions and exchanges of Fund shares are
taxable transactions for federal and state income tax purposes that cause you to
recognize a gain or loss. If you hold your shares as a capital asset, the gain
or loss that you realize will be capital gain or loss. Any loss incurred on the
redemption or exchange of shares held for six months or less will be treated as
a long-term capital loss to the extent of any long-term capital gains
distributed to you by the Fund on those shares.

All or a portion of any loss that you realize upon the redemption of your
Fund shares will be disallowed to the extent that you purchase other shares in
the Fund (through reinvestment of dividends or otherwise) within 30 days before
or after your share redemption. Any loss disallowed under these rules will be
added to your tax basis in the new shares you purchase.

Dividends-Received Deduction for Corporations. Dividends paid by the Fund
will generally qualify in part for the 70% dividends-received deduction for
corporations, but the portion of the dividends so qualifies depends on the
aggregate taxable qualifying dividend income received by such Fund from domestic
(U.S.) sources. The Fund will send to shareholders a statement each year
advising the amount designated by the Fund as eligible for such treatment. All
dividends (including the deducted portion) must be included in your alternative
minimum taxable income calculation.

Investment in Complex Securities. The Fund may invest in complex
securities. Such investments may be subject to numerous special and complicated
tax rules. These rules could affect whether gains and losses recognized by the
Fund are treated as ordinary income or capital gain and/or accelerate the
recognition of income to the Fund or defer the Fund's ability to recognize
losses. In turn, these rules may affect the amount, timing or character of the
income distributed to you by the Fund.

INVESTMENT PERFORMANCE

For purposes of quoting and comparing the performance of the Fund to that
of other mutual funds and to relevant indices in advertisements or in reports to
shareholders, performance will be stated in terms of total return or yield. Both
"total return" and "yield" figures are based on the historical performance of a
fund, show the performance of a hypothetical investment and are not intended to
indicate future performance.

Yield Information.

From time to time, the Fund may advertise a yield figure. A portfolio's
yield is a way of showing the rate of income the portfolio earns on its
investments as a percentage of the portfolio's share price. Under the rules of
the SEC, yield must be calculated according to the following formula:

YIELD = 2 + 1 )6 - 1 ]
[ ( a-b
----
cd

Where:
a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends.
d = the maximum offering price per share on the last day of
the period.

Yields for the Fund used in advertising are computed by dividing the
Fund's interest and dividend income for a given 30-day period, net of expenses,
by the average number of shares entitled to receive distributions during the
period, dividing this figure by a Fund's offering price (including the 4.50%
sales charge) at the end of the period and annualizing the result (assuming
compounding of income) in order to arrive at an annual percentage rate. Income
is calculated for purposes of yield quotations in accordance with standardized
methods applicable to all stock and bond mutual funds. Dividends from equity
investments are treated as if they were accrued on a daily basis, solely for the
purposes of yield calculations. In general, interest income is reduced with
respect to bonds trading at a premium over their par value by subtracting a
portion of the premium from income on a daily basis, and is increased with
respect to bonds trading at a discount by adding a portion of the discount to
daily income. Capital gains and losses generally are excluded from the
calculation. Income calculated for the purpose of calculating a Fund's yield
differs from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding assumed in
yield calculations, the yield quoted for a Fund may differ from the rate of
distributions the Fund paid over the same period or the rate of income reported
in the Fund's financial statements. For the 30-day period ended ________, 1998,
the Fund's yield was ____%.

Total Return Performance

Under the rules of the Commission, funds advertising performance must
include total return quotes, "T" below, calculated according to the following
formula:

P(1 + T)n = ERV

Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5 or 10)
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1, 5 or 10 year
periods (or fractional portion thereof).

The average annual total return will be calculated under the foregoing
formula and the time periods used in advertising will be based on rolling
calendar quarters, updated to the last day of the most recent quarter prior to
submission of the advertising for publication, and will cover prescribed
periods. When the period since inception is less than one year, the total return
quoted will be the aggregate return for the period. In calculating the ending
redeemable value, the maximum sales load is deducted from the initial $1,000
payment and all dividends and distributions by the Fund are assumed to have been
reinvested at net asset value as described in the prospectuses on the
reinvestment dates during the period. Total return, or "T" in the formula above,
is computed by finding the average annual compounded rates of return over the
prescribed periods (or fractional portions thereof) that would equate the
initial amount invested to the ending redeemable value. Any sales loads that
might in the future be made applicable at the time to reinvestments would be
included as would any recurring account charges that might be imposed by the
Fund.

The Fund may also from time to time include in such advertising an
aggregate total return figure or an average annual total return figure that is
not calculated according to the formula set forth above in order to compare more
accurately the Fund's performance with other measures of investment return. The
Fund may quote an aggregate total return figure in comparing the Fund's total
return with data published by Lipper Analytical Services, Inc. or with the
performance of various indices including, but not limited to, the Dow Jones
Industrial Average, the Standard & Poor's 500 Stock Index, Russell Indices, the
Value Line Composite Index, the Lehman Brothers Bond, Government Corporate,
Corporate and Aggregate Indices, Merrill Lynch Government & Agency Index,
Merrill Lynch Intermediate Agency Index, Morgan Stanley Capital International
Europe, Australia, Far East Index or the Morgan Stanley Capital International
World Index. For such purposes, each Fund calculates its aggregate total return
for the specified periods of time by assuming the investment of $1,000 in Fund
shares and assuming the reinvestment of each dividend or other distribution at
net asset value on the reinvestment date. Percentage increases are determined by
subtracting the initial value of the investment from the ending value and by
dividing the remainder by the beginning value. The Fund does not, for these
purposes, deduct from the initial value invested any amount representing sales
charges. The Fund would, however, disclose the maximum sales charge and would
also disclose that the performance data does not reflect sales charges and that
the inclusion of sales charges would reduce the performance quoted, if a sales
charge is in effect. To calculate its average annual total return, the aggregate
return is then annualized according to the Commission's formula for total return
quotes, outlined above. When the period since inception is less than one year,
the total return quoted will be the aggregate return for the period.

The Fund may also advertise the performance rankings assigned by various
publications and statistical services, including but not limited to SEI, Lipper
Mutual Performance Analysis, Intersec Research Survey of Non-U.S. Equity Fund
Returns, Frank Russell International Universe, and any other data which may be
presented from time to time by such analyses as Dow Jones, Morningstar, Inc.,
Chase Investment Performance, Wilson Associates, Stanger, CDA Investment
Technologies, Inc., the Consumer Price Index ("CPI"), The Bank Rate Monitor
National Index, IBC/Donaghue's Average/U.S. Government and Agency, or as they
appear in various publications including but not limited to The Wall Street
Journal, Forbes, Barron's, Fortune, Money Magazine, The New York Times,
Financial World, Financial Services Week, USA Today and other regional
publications.

FINANCIAL STATEMENTS

[Audited financial statements reflecting the seed money capital of the Fund will
be included in a pre-effective amendment to the registration statement.]
<PAGE>

PART C
OTHER INFORMATION

ITEM 23. EXHIBITS.

(a) (1) Agreement and Declaration of Trust of Registrant
dated September 29 1998 is filed herewith as
Exhibit No. 23(a)(1).

(2) Certificate of Trust of Registrant dated September 29, 1998 is
filed herewith as Exhibit No. 23(a)(2).

(b) By-laws of Barrett Associates, Inc. to be filed by Pre-Effective
Amendment.

(d) Investment Advisory Agreement between Barrett
Associates, Inc. and the Barrett Funds on behalf of the
Barrett Growth Fund to be filed by Pre-Effective
Amendment.

(e) Distribution Agreement between the Barrett Funds and
T.O. Richardson Securities, Inc. to be filed by
Pre-Effective Amendment.

(f) Not Applicable.

(g) Custodian Agreement between the Barrett Funds and
Firstar Trust Company to be filed by Pre-Effective
Amendment.

(h) (1) Administration Agreement between the Barrett Funds and
Firstar Mutual Fund Services, LLC to be filed by Pre-Effective
Amendment.

(2) Transfer Agency Agreement between the Barrett Funds and Firstar
Mutual Fund Services, LLC to be filed by Pre-Effective
Amendment.

(3) Accounting Agreement between the Barrett Funds and Firstar
Mutual Fund Services, LLC to be filed by Pre-Effective
Amendment.

(i) Opinion and consent of Stradley, Ronon, Stevens & Young, LLP to be
filed by Pre-Effective Amendment.

(j) Consent of auditors to be filed by Pre-Effective
Amendment.

(k) Not Applicable.

(l) Letter containing Investment Undertaking to be filed by Pre-Effective
Amendment.

(m) Rule 12b-1 Plan to be filed by Pre-Effective Amendment.

(n) Not applicable.

(o) Not applicable.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.
None.

ITEM 25. INDEMNIFICATION.
Reference is made to Article VII, Section 7.02 of the Registrant's
Agreement and Declaration of Trust.

Pursuant to Rule 484 under the Securities Act of 1933, as amended,
the Registrant furnishes the following undertaking: "Insofar as
indemnification for liability arising under the Securities Act of
1933 (the "Act") may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that, in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue."

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.
Barrett Associates, Inc, the investment advisor to the Barrett Growth
Fund series provides investment advisory services consisting of
portfolio management for a variety of individuals and institutions
and as of September 29,1998 had approximately $1.3 billion in assets
under management.

-----------------------------------------------------------------
Name and Address Position with the Principal
Advisor Occupations During
the Past Two Years
-----------------------------------------------------------------
John D. Barrett, II Trustee
565 Fifth Avenue
New York, New York
10017

Robert E. Harvey Trustee
565 Fifth Avenue
New York, New York
10017

James R. Rutherford Trustee
565 Fifth Avenue
New York, New York
10017

ITEM 27. PRINCIPAL UNDERWRITER.
To be provided.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
The accounts, books or other documents of the Registrant required to
be maintained by ss.31(a) of the Investment Company Act of 1940, as
amended, and the rules promulgated thereunder will be located at the
offices of the Registrant and at additional locations as follows:

Name Address
Barrett Associates, Inc. 565 Fifth Avenue
New York, NY 10017

Firstar Mutual Fund Services, LLC 615 East Michigan Street
Third Floor
Milwaukee, Wisconsin 53202

Firstar Trust Company 615 East Michigan Street
Milwaukee, Wisconsin 53202

ITEM 29. MANAGEMENT SERVICES.
All management-related service contracts are discussed in Parts A or
B of this Registration Statement.

ITEM 30. UNDERTAKINGS.
The Registrant hereby undertakes to furnish each person to whom a
Prospectus for one or more of the series of the Registrant is
delivered with a copy of the relevant latest annual report to
shareholders, upon request and without charge.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in New
York, NY on the 29th day of September, 1998.

THE BARRETT FUNDS
(Registrant)

By: /s/ John D. Barrett,II
John D. Barrett, Chairman

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated below.

/s/ John D. Barrett, II Chairman, Trustee September 29, 1998
John D. Barrett, II

/s/ Robert E. Harvey President, Trustee September 29, 1998
Robert E. Harvey

/s/ James R. Rutherford Trustee September 29, 1998
James R. Rutherford

/s/ Peter H. Shriver Treasurer September 29, 1998
Peter H. Shriver

<PAGE>

EXHIBIT INDEX

FORM N-1A EDGAR
EXHIBIT NO. EXHIBIT NO.
23(a)(1) Agreement and Declaration of EX-99.B1
Trust

23(a)(2) Certificate of Trust EX-99.B2

- --------
1 The S&P 500 Index is a capitalization weighted index of five hundred
larger capitalization stocks which is designed to measure broad domestic
securities markets. The performance of the S&P 500 Index reflects the
reinvestment of dividends and capital gains but does not reflect the
deduction of any investment management fees.

2 The Lipper Growth Fund Index is an equally-weighted performance index,
adjusted for capital gains distributions and income dividends, of the
30 largest funds within the Growth Funds category, as reported by Lipper
Analytical Services, Inc.

CERTIFICATE OF TRUST
OF
THE BARRETT FUNDS

a Delaware Business Trust

THIS Certificate of Trust of The Barrett Funds (the "Trust"), dated
as of this 29th day of September, 1998, is being duly executed and filed, in
order to form a business trust pursuant to the Delaware Business Trust Act (the
"Act"), Del. Code Ann. tit. 12, ss. 3801-3819.

1. NAME. The name of the business trust formed hereby
is "The Barrett Funds."

2. REGISTERED OFFICE AND REGISTERED AGENT. The Trust will become,
prior to the issuance of shares of beneficial interest, a registered investment
company under the Investment Company Act of 1940, as amended. Therefore, in
accordance with section 3807(b) of the Act, the Trust has and shall maintain in
the State of Delaware a registered office and a registered agent for service of
process.
(a) REGISTERED OFFICE. The registered office of the Trust in
Delaware is The Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware 19801.

(b) REGISTERED AGENT. The registered agent for service of
process on the Trust in Delaware is The Corporation Trust Company,
1209 Orange Street, Wilmington, Delaware 19801.

3. LIMITATION OF LIABILITY. Pursuant to section 3804(a) of the Act,
the debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular series of the Trust, established
pursuant to the terms of the Agreement and Declaration of Trust of the Trust,
shall be enforceable against the assets of such series only, and not against the
assets of the Trust generally.

IN WITNESS WHEREOF, the Trustees named below do hereby execute this
Certificate of Trust as of the date first-above written.

John D. Barrett,
John D. Barrett, II

Robert E. Harvey
Robert E. Harvey

James R. Rutherford
James R. Rutherford

AGREEMENT AND DECLARATION OF TRUST
of
The Barrett Funds

a Delaware Business Trust

Principal Place of Business:

565 Fifth Avenue
New York, NY 10017

<PAGE>

AGREEMENT AND DECLARATION OF TRUST
OF
THE BARRETT FUNDS

WHEREAS, this AGREEMENT AND DECLARATION OF TRUST is made and entered into as
of the date set forth below by the Trustees named hereunder for the purpose of
forming a Delaware business trust in accordance with the provisions hereinafter
set forth,

NOW, THEREFORE, the Trustees hereby direct that a Certificate of Trust be
filed with the Office of the Secretary of State of the State of Delaware and do
hereby declare that the Trustees will hold IN TRUST all cash, securities and
other assets which the Trust now possesses or may hereafter acquire from time to
time in any manner and manage and dispose of the same upon the following terms
and conditions for the pro rata benefit of the holders of Shares in this Trust.

ARTICLE I.
Name and Definitions

Section 1.01. Name.
This trust shall be known as "The Barrett Funds" 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 1.02. Definitions.
Whenever used herein, unless otherwise required by
the context or specifically provided:

(a) The "Trust" refers to the Delaware business trust established by this
Agreement and Declaration of Trust, as amended from time to time;

(b) The "Trust Property" means any and all property, real or personal, tangible
or intangible, which is owned or held by or for the account of the Trust;

(c) "Trustees" refers to the persons who have signed this Agreement and
Declaration
of Trust, so long as they continue in office in accordance with the terms
hereof, and all other persons who may from time to time be duly elected or
appointed to serve on the Board of Trustees in accordance with the provisions
hereof, and reference herein to a Trustee or the Trustees shall refer to such
person or persons in their capacity as trustees hereunder;

(d) "Shares" means the shares of beneficial interest into which the beneficial
interest in the Trust shall be divided from time to time and includes fractions
of Shares as well as whole Shares;

(e) "Shareholder" means a record owner of outstanding Shares;

(f) "Person" means and includes individuals, corporations, partnerships,
trusts, foundations, plans, associations, joint ventures, estates and other
entities, whether or not legal entities, and governments and agencies and
political subdivisions thereof, whether domestic or foreign;

(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. References herein
to specific sections of the 1940 Act shall be deemed to include such Rules and
Regulations as are applicable to such sections as determined by the Trustees or
their designees;

(h) The terms "Commission" and "Principal Underwriter" shall
have the respective meanings given them in Section 2(a)(7) and Section
(2)(a)(29) of the 1940 Act;

(i) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust, as amended or restated from time to time;

(i) "By-Laws" shall mean the By-Laws of the Trust as amended from time
to time;

(j) The term "Interested Person" has the meaning given it in Section 2(a)(19) of
the 1940 Act;

(k) "Investment Manager" or "Manager" means a party furnishing services to the
Trust pursuant to any contract described in Article IV, Section 7(a) hereof;

(l) "Series" refers to each Series of Shares established and designated under or
in accordance with the provisions of Article III.

ARTICLE II.
Purpose of Trust

The purpose of the Trust is to conduct, operate and carry on the business of a
management investment company registered under the 1940 Act through one or more
Series investing primarily in securities.

ARTICLE III.
Shares
Section 3.01. Division of Beneficial Interest.
The beneficial interest in the
Trust shall at all times be divided into an unlimited number of Shares, with a
par value of $ .001 per Share. The Trustees may authorize the division of Shares
into separate Series and the division of Series into separate classes of Shares.
The different Series shall be established and designated, and the variations in
the relative rights and preferences as between the different Series shall be
fixed and determined, by the Trustees. If only one Series shall be established,
the Shares shall have the rights and preferences provided for herein and in
Article III, Section 6 hereof to the extent relevant and not otherwise provided
for herein.

Subject to the provisions of Section 6 of this Article III, each Share
shall have voting rights as provided in Article V hereof, and holders of the
Shares of any Series shall be entitled to receive dividends, when, if and as
declared with respect thereto in the manner provided in Article VI, Section 1
hereof. No Share shall have any priority or preference over any other Share of
the same Series with respect to dividends or distributions of the Trust or
otherwise. All dividends and distributions shall be made ratably among all
Shareholders of a Series (or class) from the assets held with respect to such
Series according to the number of Shares of such Series (or class) held of
record by such Shareholders on the record date for any dividend or distribution
or on the date of termination of the Trust, as the case may be. Shareholders
shall have no preemptive or other right to subscribe to any additional Shares or
other securities issued by the Trust or any Series. The Trustees may from time
to time divide or combine the Shares of a Series into a greater or lesser number
of Shares of such Series without thereby materially changing the proportionate
beneficial interest of such Shares in the assets held with respect to that
Series or materially affecting the rights of Shares of any other Series.

Pursuant to the powers contained herein, a single initial series of shares
of beneficial interest of the Trust shall be established and designated as the
Barrett Growth Fund series and an unlimited of shares of beneficial interest are
hereby allocated to such Series.

Section 3.02. Ownership of Shares.
The ownership of Shares shall be recorded on
the books of the Trust or a transfer or similar agent for the Trust, which books
shall be maintained separately for the Shares of each Series. No certificates
evidencing the ownership of Shares shall be issued except as the Board of
Trustees may otherwise determine from time to time. The Trustees may make such
rules as they consider appropriate for the transfer of Shares of each Series (or
class) 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
the identity of the Shareholders of each Series and as to the number of Shares
of each Series held from time to time by each Shareholder.

Section 3.03. Investments in the Trust.
Investments may be accepted by the Trust
from such Persons, at such times, on such terms, and for such consideration as
the Trustees from time to time may authorize. Each investment shall be credited
to the Shareholder's account in the form of full and fractional Shares of the
Trust, in such Series (or class) as the purchaser shall select, at the net asset
value per Share next determined for such Series (or class) after receipt of the
investment; provided, however, that the Trustees may, in their sole discretion,
impose a sales charge or reimbursement fee upon investments in the Trust.

Section 3.04. Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the rights provided
in this instrument and the By-Laws of the Trust. Every Shareholder by virtue
of having
become a Shareholder shall be held to have expressly assented and agreed to the
terms hereof. The death of a Shareholder during the existence 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 shall entitle such
representative only to the rights of said deceased Shareholder under this
Declaration of Trust. Ownership of Shares shall not entitle a 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 as partners or joint venturers.
Neither the Trust nor the Trustees, nor any officer, employee or agent of the
Trust shall have any power to bind personally any Shareholder, or 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 agree to pay.

Section 3.05. Power of Board of Trustees to Change Provisions Relating to
Shares.
Notwithstanding any other provision of this Declaration of Trust to the
contrary, and without limiting the power of the Board of Trustees to amend the
Declaration of Trust as provided elsewhere herein, the Board of Trustees shall
have the power to amend this Declaration of Trust, at any time and from time to
time, in such manner as the Board of Trustees may determine in their sole
discretion, without the need for Shareholder action, so as to add to, delete,
replace or otherwise modify any provisions relating to the Shares contained in
this Declaration of Trust, provided that before adopting any such amendment
without Shareholder approval the Board of Trustees shall determine that it is
consistent with the fair and equitable treatment of all Shareholders and that
Shareholder approval is not required by the 1940 Act or other applicable law. If
Shares have been issued, Shareholder approval shall be required to adopt any
amendments to this Declaration of Trust which would adversely affect to a
material degree the rights and preferences of the Shares of any Series (or
class) or to increase or decrease the par value of the Shares of any Series (or
class).

Section 3.06. Establishment and Designation of Shares.
The establishment and designation of any Series (or class) of Shares
shall be effective upon the
adoption by a majority of the Trustees, of a resolution which sets forth such
establishment and designation and the relative rights and preferences of such
Series (or class). Each such resolution shall be incorporated herein by
reference upon adoption.

Shares of each Series (or class) established pursuant to this Section 6,
unless otherwise provided in the resolution establishing such Series, shall have
the following relative rights and preferences:

(a) Assets Held with Respect to a Particular Series. All consideration received
by the Trust for the issue or sale of Shares of a Series, including dividends
and distributions paid by, and reinvested in, such Series, together with all
assets in which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof from whatever source derived, including,
without limitation, 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 be held with
respect to that Series 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, from
whatever source derived, including, without limitation, 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, are herein referred to as "assets held with respect to" that Series. In the
event that there are any assets, income, earnings, profits and proceeds thereof,
funds or payments which are not readily identifiable as assets held with respect
to any particular Series (collectively "General Assets"), the Trustees shall
allocate such General Assets to, between or among any one or more of the Series
in such manner and on such basis as the Trustees, in their sole discretion, deem
fair and equitable, and any General Asset so allocated to a particular Series
shall be held with respect to that Series. Each such allocation by the Trustees
shall be conclusive and binding upon the Shareholders of all Series for all
purposes in absence of manifest error.

(b) Liabilities Held with Respect to a Particular Series. The assets of the
Trust held with respect to each Series shall be charged with the liabilities of
the Trust with respect to such Series and all expenses, costs, charges and
reserves attributable to such Series, and any general liabilities of the Trust
which are not readily identifiable as being held in respect of a Series shall be
allocated and charged by the Trustees to and among any one or more Series 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 so
charged to a Series are herein referred to as "liabilities held with respect to"
that Series. Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the holders of all
Series for all purposes in absence of manifest error. All Persons who have
extended credit which has been allocated to a particular Series, or who have a
claim or contract which has been allocated to a Series, shall look exclusively
to the assets held with respect to such Series for payment of such credit,
claim, or contract. In the absence of an express agreement so limiting the
claims of such creditors, claimants and contracting parties, each creditor,
claimant and contracting party shall be deemed nevertheless to have agreed to
such limitation unless an express provision to the contrary has been
incorporated in the written contract or other document establishing the
contractual relationship.

(c) Dividends, Distributions, Redemptions, and Repurchases. No dividend or
distribution including, without limitation, any distribution paid upon
termination of the Trust or of any Series (or class) with respect to, or any
redemption or repurchase of, the Shares of any Series (or class) shall be
effected by the Trust other than from the assets held with respect to such
Series, nor shall any Shareholder of any Series otherwise have any right or
claim against the assets held with respect to any other Series except to the
extent that such Shareholder has such a right or claim hereunder as a
Shareholder of such other Series. The Trustees shall have full discretion 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 in absence of manifest error.

(d) Voting. All Shares of the Trust entitled to vote on a matter shall vote
without differentiation between the separate Series on a one-vote-per-Share
basis; provided however, if a matter to be voted on affects only the interests
of not all Series (or class of a Series), then only the Shareholders of such
affected Series (or class) shall be entitled to vote on the matter.

(e) Equality. All the Shares of each Series shall represent an equal
proportionate undivided interest in the assets held with respect to such Series
(subject to the liabilities of such Series and such rights and preferences as
may have been established and designated with respect to classes of Shares
within such Series), and each Share of a Series shall be equal to each other
Share of such Series.

(f) Fractions. Any fractional Share of a Series shall have proportionately all
the rights and obligations of a whole share of such Series, including rights
with respect to voting, receipt of dividends and distributions and redemption of
Shares.

(g) Exchange Privilege. The Trustees shall have the authority to provide that
the holders of Shares of any Series shall have the right to exchange such Shares
for Shares of one or more other Series in accordance with such requirements and
procedures as may be established by the Trustees.

(h) Combination of Series. The Trustees shall have the authority, without the
approval of the Shareholders of any Series unless otherwise required by
applicable law, to combine the assets and liabilities held with respect to any
two or more Series into assets and liabilities held with respect to a single
Series.

(i) Elimination of Series. At any time that there are no Shares outstanding of a
Series (or class), the Trustees may abolish such Series (or class).

ARTICLE IV.
The Board of Trustees

Section 4.01. Number, Election and Tenure.
The number of Trustees constituting the
Board of Trustees shall be fixed from time to time by a written instrument
signed, or by resolution approved at a duly constituted meeting, by a majority
of the Board of Trustees, provided, however, that the number of Trustees shall
in no event be less than one (1) nor more than fifteen (15). Subject to the
requirements of Section 16(a) of the 1940 Act, the Board of Trustees, by action
of a majority of the then Trustees at a duly constituted meeting, may fill
vacancies in the Board of Trustees and remove Trustees with or without cause.
Each Trustee shall serve during the continued lifetime of the Trust until he or
she dies, resigns, is declared bankrupt or incompetent by a court of competent
jurisdiction, or is removed. Any Trustee may resign at any time by written
instrument signed by him and delivered to any officer of the Trust or to a
meeting of the Trustees. Such resignation shall be effective upon receipt unless
specified to be effective at some other time. Except to the extent expressly
provided in a written agreement with the Trust, no Trustee resigning and no
Trustee removed shall have any right to any compensation for any period
following his or her resignation or removal, or any right to damages or other
payment on account of such removal. Any Trustee may be removed at any meeting of
Shareholders by a vote of two-thirds of the outstanding Shares of the Trust. A
meeting of Shareholders for the purpose of electing or removing one or more
Trustees may be called (i) by the Trustees upon their own vote, or (ii) upon the
demand of Shareholders owning 10% or more of the Shares of the Trust in the
aggregate.

Section 4.02. Effect of Death, Resignation, etc. of a Trustee.
The death,
declination, resignation, retirement, removal, or incapacity of one or more
Trustees, or all of them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of this Declaration of Trust.
Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is
filled as provided in Article IV, Section 1, the Trustees in office, regardless
of their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by this Declaration of Trust.

Section 4.03. Powers.
Subject to the provisions of this Declaration of Trust,
the business of the Trust shall be managed by the Board of Trustees, and such
Board shall have all powers necessary or convenient to carry out that
responsibility including the power to engage in transactions of all kinds on
behalf of the Trust. Trustees, in all instances, shall act as principals and are
and shall be free from the control of the Shareholders. The Trustees shall have
full power and authority to do any and all acts and to make and execute any and
all contracts, documents and instruments that they may consider desirable,
necessary or appropriate in connection with the administration of the Trust.
Without limiting the foregoing, the Trustees may: adopt, amend and repeal
By-Laws not inconsistent with this Declaration of Trust providing for the
regulation and management of the affairs of the Trust; elect and remove such
officers and appoint and terminate such agents as they consider appropriate;
appoint from their own number and establish and terminate one or more committees
consisting of two or more Trustees who may exercise the powers and authority of
the Board of Trustees to the extent that the Trustees determine; employ one or
more custodians of the assets of the Trust and may authorize such custodians to
employ subcustodians and to deposit all or any part of such assets in a system
or systems for the central handling of securities or with a Federal Reserve
Bank, retain a transfer agent or a shareholder servicing agent, or both; provide
for the issuance and distribution of Shares by the Trust directly or through one
or more Principal Underwriters or otherwise; redeem, repurchase and transfer
Shares pursuant to applicable law; set record dates for the determination of
Shareholders with respect to various matters; declare and pay dividends and
distributions to Shareholders of each Series from the assets of such Series;
establish from time to time, in accordance with the provisions of Article III,
Section 6 hereof, any Series of Shares, each such Series to operate as a
separate and distinct investment medium and with separately defined investment
objectives and policies and distinct investment purpose; and in general delegate
such authority as they consider desirable to any officer of the Trust, to any
committee of the Trustees and to any agent or employee of the Trust or to any
such custodian, transfer or shareholder servicing agent, Investment Manager or
Principal Underwriter. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of this Declaration of Trust, the presumption shall be in favor of a
grant of power to the Trustees and unless otherwise specified herein or required
by the 1940 Act or other applicable law, any action by the Board of Trustees
shall be deemed effective if approved or taken by a majority of the Trustees
then in office or a majority of any duly constituted committee of Trustees. Any
action required or permitted to be taken at any meeting of the Board of
Trustees, or any committee thereof, may be taken without a meeting if all
members of the Board of Trustees or committee (as the case may be) consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of the Board of Trustees, or committee, except as otherwise
provided in the 1940 Act.

Without limiting the foregoing, the Trust shall have power and authority:

(a) To invest and reinvest cash and cash items, to hold cash uninvested, and to
subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold,
pledge, sell, assign, transfer, exchange, distribute, write options on, lend or
otherwise deal in or dispose of contracts for the future acquisition or delivery
of all types of securities, futures contracts and options thereon, and forward
currency contracts of every nature and kind, including, without limitation, all
types of bonds, debentures, stocks, preferred stocks, negotiable or
non-negotiable instruments, obligations, evidences of indebtedness, certificates
of deposit or indebtedness, commercial paper, repurchase agreements, bankers'
acceptances, and other securities of any kind, issued, created, guaranteed, or
sponsored by any and all Persons, including, without limitation, states,
territories, and possessions of the United States and the District of Columbia
and any political subdivision, agency, or instrumentality thereof, any foreign
government or any political subdivision of the U.S. Government or any foreign
government, or any international instrumentality or organization, or by any bank
or savings institution, or by any corporation or organization organized under
the laws of the United States or of any state, territory, or possession thereof,
or by any corporation or organization organized under any foreign law, or in
"when issued" contracts for any such securities, futures contracts and options
thereon, and forward currency contracts, to change the investments of the assets
of the Trust; and to exercise any and all rights, powers, and privileges of
ownership or interest in respect of any and all such investments of every kind
and description, including, without limitation, the right to consent and
otherwise act with respect thereto, with power to designate one or more Persons,
to exercise any of said rights, powers, and privileges in respect of any of said
instruments;

(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write
options with respect to or otherwise deal in any property rights relating to any
or all of the assets of the Trust or any Series;

(c) To vote or give assent, or exercise any rights of ownership, with respect to
stock or other securities 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 or property as the Trustees shall deem proper;

(d) To exercise powers and right of subscription or otherwise which in any
manner arise out of ownership of securities;

(e) To hold any security or property in a form not indicating that it is trust
property, whether in bearer, unregistered or other negotiable form, or in its
own name or in the name of a custodian or subcustodian or a nominee or nominees
or otherwise or to authorize the custodian or a subcustodian or a nominee or
nominees to deposit the same in a securities depository, subject in each case to
the applicable provisions of the 1940 Act;

(f) To consent to, or participate in, any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
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 held in the Trust;

(g) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (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, depositary or trustee as the Trustees shall deem
proper;

(h) To litigate, compromise, arbitrate, settle or otherwise adjust claims
in favor of or against the Trust or a Series, or any matter in
controversy, including but not limited to claims for taxes;

(i) To enter into joint ventures, general or limited partnerships and any other
combinations or associations;

(i) To borrow funds or other property in the name of the Trust or Series
exclusively for Trust purposes;

(j) 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;

(k) To purchase and pay for entirely out of Trust
Property such insurance as the Trustees may deem necessary, desirable or
appropriate for the conduct of the business, including, without limitation,
insurance policies insuring the assets of the Trust or payment of distributions
and principal on its portfolio investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents, Investment Manager,
principal underwriters, or independent contractors of the Trust, individually
against all claims and liabilities of every nature arising by reason of holding
Shares, 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 as
Trustee, officer, employee, agent, Investment Manager, Principal Underwriter, or
independent contractor, including any action taken or omitted that may be
determined to constitute negligence, whether or not the Trust would have the
power to indemnify such Person against liability; and

(l) 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.

The Trust shall not be limited to investing in obligations maturing before
the possible termination of the Trust or one or more of its Series. The Trust
shall not in any way be bound or limited by any present or future law or custom
in regard to investment by fiduciaries. The Trust shall not be required to
obtain any court order to deal with any assets of the Trust or take any other
action hereunder.

Section 4.04. Payment of Expenses by the Trust.
Subject to the provisions of Article
III, Section 6(b), the Trustees are authorized to pay or cause to be paid out of
the principal or income of the Trust or Series, or partly out of the principal
and partly out of income, and to charge or allocate the same to, between or
among such one or more of the Series that may be established or designated
pursuant to Article III, Section 6, all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with the Trust or Series, 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 Manager^, Principal Underwriter,
auditors, counsel, custodian, transfer agent, Shareholder servicing agent, and
such other agents or independent contractors and such other expenses and charges
as the Trustees may deem necessary or proper to incur.

Section 4.05. 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 Trust, except that
the Trustees shall have power to cause legal title to any Trust Property to be
held by or in the name of one or more of the Trustees, or in the name of the
Trust, or in the name of any other Person as nominee, on such terms as the
Trustees may determine. Upon the resignation, incompetency, bankruptcy, removal,
or death of a Trustee he or she shall automatically cease to have any such title
in any of the Trust Property, and the title of such Trustee in the Trust
Property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered. The Trustees may determine that the Trust or the
Trustees, acting for and on behalf of the Trust, shall be deemed to hold
beneficial ownership of any income earned on the securities owned by the Trust,
whether domestic or foreign.

Section 4.06. Service Contracts.
(a) The Trustees may, at any time and from time
to time, contract for exclusive or nonexclusive advisory, management and/or
administrative services for the Trust or for any Series with any Person; and any
such contract may contain such other terms as the Trustees may determine,
including without limitation, authority for the Investment Manager to
determine from time to time without prior consultation with the Trustees what
investments shall be purchased, held, sold or exchanged and what portion, if
any, of the assets of the Trust shall be held uninvested and to make changes in
the Trust's investments, and such other responsibilities as may specifically be
delegated to such Person.

(b) The Trustees may also, at any time and from time to time, contract with any
Persons, appointing such Persons exclusive or nonexclusive distributor or
Principal Underwriter for the Shares of one or more of the Series or other
securities to be issued by the Trust. Every such contract may contain such other
terms as the Trustees may determine.

(c) The Trustees are also empowered, at any
time and from time to time, to contract with any Persons, appointing such
Person(s) to serve as custodian(s), transfer agent and/or shareholder servicing
agent for the Trust or one or more of its Series. Every such contract shall
comply with such terms as may be required by the Trustees.

(d) The Trustees are further empowered, at any time and from time to time,
to contract with any Persons to provide such other services to the
Trust
or one or more of the Series, as the Trustees determine to be in the best
interests of the Trust and the applicable Series.

(e) 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, distributor, or affiliate or
agent of or for any Person with which an advisory, management or
administration contract, or Principal Underwriter's or distributor's
contract, or transfer, shareholder servicing or other type of service
contract may be made, or that

(ii) any Person with which an advisory, management or
administration contract or Principal Underwriter's or distributor's
contract, or transfer, shareholder servicing or other type of service
contract may be made also has an advisory, management or
administration contract, or principal underwriter's or distributor's
contract, or transfer, shareholder servicing or other service
contract, or has other business or interests with any other Person,

shall not affect the validity of any such contract 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 approval of each such contract is made pursuant to the
applicable requirements of the 1940 Act.

ARTICLE V.
Shareholders' Voting Powers and Meetings

Sectio 5.01. Voting Powers.
Subject to the provisions of Article III, Sections 5
and 6(d), the Shareholders shall have right to vote only (i) for the election or
removal of Trustees as provided in Article IV, Section 1, and (ii) with respect
to such additional matters relating to the Trust as may be required by the
applicable provisions of the 1940 Act, including Section 16(a) thereof, and
(iii) on such other matters as the Trustees may consider necessary or desirable.
Each whole Share shall be entitled to one vote as to any matter on which it is
entitled to vote and each fractional Share shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy. 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.

Section 5.02. Voting Power and Meetings.
Meetings of the Shareholders may be
called by the Trustees for the purposes described in Section 1 of this Article
V. A meeting of Shareholders may be held at any place designated by the
Trustees. Written notice of any meeting of Shareholders shall be given or caused
to be given by the Trustees by delivering personally or mailing such notice not
more than ninety (90), nor less than ten (10) days before such meeting, postage
prepaid, stating the time and place of the meeting, to each Shareholder at the
Shareholder's address as it appears on the records of the Trust. Whenever notice
of a meeting is required to be given to a Shareholder under this Declaration of
Trust, a written waiver thereof, executed before or after the meeting by such
Shareholder or his or her attorney thereunto authorized and filed with the
records of the meeting, or actual attendance at the meeting of Shareholders in
person or by proxy, shall be deemed equivalent to such notice.

Section 5.03. Quorum and Required Vote.
Except when a larger quorum is required by the
applicable provisions of the 1940 Act, the presence in person or by proxy of a
majority of the Shares entitled to vote on a matter shall constitute a quorum at
a Shareholders' meeting. Any meeting of Shareholders may be adjourned from time
to time by a majority of the votes properly cast upon the question of adjourning
a meeting to another date and time, whether or not a quorum is present, and the
meeting may be held as adjourned within a reasonable time after the date set for
the original meeting without further notice. Subject to the provisions of
Article III, Section 6(d) and the applicable provisions of the 1940 Act, when a
quorum is present at any meeting, a majority of the Shares voted shall decide
any questions except only a plurality vote shall be necessary to elect Trustees.

Section 5.04. Action by Written Consent.
Any action taken by Shareholders may be
taken without a meeting if all the holders of Shares entitled to vote on the
matter are provided with not less than 7 days written notice thereof and written
consent to the action is filed with the records of the meetings of Shareholders
by the holders of the number of shares that would be required to approve the
matter as provided in Article V, Section 3. Such consent shall be treated for
all purposes as a vote taken at a meeting of Shareholders.

Section 5.05. Record Dates.
For the purpose of determining the Shareholders who are entitled to vote
or act at any meeting or any adjournment thereof, the Trustees may fix a time,
which shall be not more than ninety (90) nor less than ten (10) days before the
date of any meeting of Shareholders, as the record date for determining the
Shareholders having the right to notice of and to vote at such meeting and any
adjournment thereof, and in such case only Shareholders of record on such record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date. For the purpose of determining the
Shareholders who are entitled to receive payment of any dividend or of any other
distribution, the Trustees may fix a date, which shall be before the date for
the payment of such dividend or distribution, as the record date for determining
the Shareholders having the right to receive such dividend or distribution.
Nothing in this Section shall be construed as precluding the Trustees from
setting different record dates for different Series.

ARTICLE VI.
Net Asset Value, Distributions, and Redemptions

Section 6.01. Determination of Net Asset Value, Net Income, and Distributions.
Subject
to Article III, Section 6 hereof, the Trustees, in their absolute discretion,
may prescribe and shall set forth in the By-laws or in a duly adopted resolution
of the Trustees such bases and time for determining the per Share net asset
value of the Shares of any Series and the declaration and payment of dividends
and distributions on the Shares of any Series, as they may deem necessary or
desirable.

Section 6.02. Redemptions and Repurchases.
The Trust shall purchase such Shares
as are offered by any Shareholder for redemption, upon receipt by the Trust or a
Person designated by the Trust that the Trust redeem such Shares or in
accordance with such procedures for redemption as the Trustees may from time to
time authorize; and the Trust will pay therefor the net asset value thereof, in
accordance with the By-Laws and the applicable provisions of the 1940 Act.
Payment for said Shares shall be made by the Trust to the Shareholder within
seven days after the date on which the request for redemption is received in
proper form. The obligation set forth in this Section 2 is subject to the
provision that in the event that any time the New York Stock Exchange (the
"Exchange") is closed for other than weekends or holidays, or if permitted by
the Rules of the Commission during periods when trading on the Exchange is
restricted or during any emergency which makes it impracticable for the Trust to
dispose of the investments of the applicable Series or to determine fairly the
value of the net assets held with respect to such Series or during any other
period permitted by order of the Commission for the protection of investors,
such obligations may be suspended or postponed by the Trustees.

The redemption price may in any case or cases be paid in cash or wholly or
partly in kind in accordance with Rule 18f-1 under the 1940 Act if the Trustees
determine that such payment is advisable in the interest of the remaining
Shareholders of the Series of which the Shares are being redeemed. Subject to
the foregoing, the selection and quantity of securities or other property so
paid or delivered as all or part of the redemption price shall be determined by
or under authority of the Trustees. In no case shall the Trust be liable for any
delay of any corporation or other Person in transferring securities selected for
delivery as all or part of any payment in kind.

Section 6.03. Redemptions at the Option of the Trust.
The Trust shall have the right,
at its option, upon 60 days notice to the affected Shareholder at any time to
redeem Shares of any Shareholder at the net asset value thereof as described in
Section 1 of this Article VI: (i) if at such time such Shareholder owns Shares
of any Series having an aggregate net asset value of less than a minimum value
determined from time to time by the Trustees; or (ii) to the extent that such
Shareholder owns Shares of a Series equal to or in excess of a maximum
percentage of the outstanding Shares of such Series determined from time to time
by the Trustees; or (iii) to the extent that such Shareholder owns Shares equal
to or in excess of a maximum percentage, determined from time to time by the
Trustees, of the outstanding Shares of the Trust.

Section 6.04. Transfer of Shares.
The Trust shall transfer shares held of record
by any Person to any other Person upon receipt by the Trust or a Person
designated by the Trust of a written request therefore in such form and pursuant
to such procedures as may be approved by the Trustees.

ARTICLE VII.
Compensation and Limitation of Liability

Section 7.01. Compensation of Trustees.
The Trustees as such shall be entitled to
reasonable compensation from the Trust, and they may fix the amount of such
compensation from time to time. Nothing herein shall in any way prevent the
employment of any Trustee to provide advisory, management, legal, accounting,
investment banking or other services to the Trust and to be specially
compensated for such services by the Trust.

Section 7.02. Indemnification and Limitation of Liability.
The Trustees shall
not be responsible or liable in any event for any neglect or wrong-doing of any
officer, agent, employee, Manager or Principal Underwriter of the Trust, nor
shall any Trustee be responsible for the act or omission of any other Trustee,
and, subject to the provisions of the Bylaws, the Trust out of its assets may
indemnify and hold harmless each and every Trustee and officer of the Trust from
and against any and all claims, demands, costs, losses, expenses, and damages
whatsoever arising out of or related to such Trustee's performance of his or her
duties as a Trustee or officer of the Trust; provided that nothing herein
contained shall indemnify, hold harmless or protect any Trustee or officer from
or against any liability to the Trust or any Shareholder to which he or she
would otherwise be subject by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.

Every note, bond, contract, instrument, certificate or undertaking and every
other act or thing whatsoever issued, 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 issued, executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.

Section 7.03. Trustee's Good Faith Action, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers hereunder shall be binding upon
everyone interested in or dealing with the Trust. A Trustee shall be liable to
the Trust and to any Shareholder solely for his or her own wilful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee, and shall not be liable for errors of judgment
or mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration of Trust,
and shall be under no liability for any act or omission in accordance with such
advice nor for failing to follow such advice. The Trustees shall not be required
to give any bond as such, nor any surety if a bond is required.

Section 7.04. Insurance.
The Trustees shall be entitled and empowered to the
fullest extent permitted by law to purchase with Trust assets insurance for
liability and for all expenses reasonably incurred or paid or expected to be
paid by a Trustee or officer in connection with any claim, action, suit or
proceeding in which he or she becomes involved by virtue of his or her capacity
or former capacity with the Trust, whether or not the Trust would have the power
to indemnify him or her against such liability under the provisions of this
Article.

ARTICLE VIII.
Miscellaneous

Section 8.01. 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.

Section 8.02. Termination of Trust or Series.
Unless terminated as provided
herein, the Trust shall continue without limitation of time. The Trust may be
terminated at any time by the Trustees upon 60 days prior written notice to the
Shareholders. Any Series may be terminated at any time by the Trustees upon 60
days prior written notice to the Shareholders of that Series.

Upon termination of the Trust (or any Series, as the case may be), after
paying or otherwise providing for all charges, taxes, expenses and liabilities
held, severally, with respect to each Series (or the applicable Series, as the
case may be), 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 held, severally, with respect
to each Series (or the applicable Series, as the case may be), to distributable
form in cash or shares or other securities, and any combination thereof, and
distribute the proceeds held with respect to each Series (or the applicable
Series, as the case may be), to the Shareholders of that Series, as a Series,
ratably according to the number of Shares of that Series held by the several
Shareholders on the date of termination.

Section 8.03. Merger and Consolidation.
The Trustees may cause (i) the Trust or one or
more of its Series to the extent consistent with applicable law to be merged
into or consolidated with another Trust, series or Person, (ii) the Shares of
the Trust or any Series to be converted into beneficial interests in another
business trust (or series thereof), (iii) the Shares to be exchanged for assets
or property under or pursuant to any state or federal statute to the extent
permitted by law or (iv) a sale of assets of the Trust or one or more of its
Series. Such merger or consolidation, Share conversion, Share exchange or sale
of assets must be authorized by vote as provided in Article V, Section 3 herein;
provided that in all respects not governed by statute or applicable law, the
Trustees shall have power to prescribe the procedure necessary or appropriate to
accomplish a sale of assets, Share exchange, merger or consolidation including
the power to create one or more separate business trusts to which all or any
part of the assets, liabilities, profits or losses of the Trust may be
transferred and to provide for the conversion of Shares of the Trust or any
Series into beneficial interests in such separate business trust or trusts (or
series thereof).

Section 8.04. Amendments.
This Declaration of Trust may be restated and/or
amended at any time by an instrument in writing signed by a majority of the
Trustees then holding office. Any such restatement and/or amendment hereto shall
be effective immediately upon execution and approval. The Certificate of Trust
of the Trust may be restated and/or amended by a similar procedure, and any such
restatement and/or amendment shall be effective immediately upon filing with the
Office of the Secretary of State of the State of Delaware or upon such future
date as may be stated therein.

Section 8.05. Filing of Copies, References, Headings.
The original or a copy of this instrument and of each restatement
and/or amendment hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any such
restatements and/or amendments have been made 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 restatements and/or amendments. In this
instrument and in any such restatements and/or amendment, references to this
instrument, and all expressions like "herein," "hereof" and "hereunder," shall
be deemed to refer to this instrument as amended or affected by any such
restatements and/or amendments. 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 instrument. Whenever the singular number
is used herein, the same shall include the plural; and the neuter, masculine and
feminine genders shall include each other, as applicable. This instrument may be
executed in any number of counterparts each of which shall be deemed an
original.

Section 8.06. Applicable Law.
This Agreement and Declaration of Trust
is created under and is to be governed by and construed and administered
according to the laws of the State of Delaware and the Delaware Business Trust
Act, as amended from time to time (the "Act"). The Trust shall be a Delaware
business trust pursuant to such Act, and without limiting the provisions hereof,
the Trust may exercise all powers which are ordinarily exercised by such a
business trust.

Section 8.07. Provisions in Conflict with Law or Regulations.
(a) The provisions of the Declaration of Trust are severable, and if the
Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, the regulated investment company
provisions of the Internal Revenue Code or with other applicable laws and
regulations, the conflicting provision shall be deemed never to have constituted
a part of the Declaration of Trust; provided, however, that such determination
shall not affect any of the remaining provisions of the Declaration of Trust or
render invalid or improper any action taken or omitted prior to such
determination.

(b) If any provision of the Declaration of Trust shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of the
Declaration of Trust in any jurisdiction.

Section 8.08. Business Trust Only.
It is the
intention of the Trustees to create a business trust pursuant to the Act, and
thereby to create only the relationship of trustee and beneficial owners within
the meaning of such Act between the Trustees and each Shareholder. It is not the
intention of the Trustees to create a general partnership, limited partnership,
joint stock association, corporation, bailment, joint venture, or any form of
legal relationship other than a business trust pursuant to such Act. Nothing in
this Declaration of Trust shall be construed to make the Shareholders, either by
themselves or with the Trustees, partners or members of a joint stock
association.

Section 8.09. Use of the Name "Barrett".
The name "Barrett" and all rights to
the use of the name "Barrett" belong to Barrett Associates, Inc. ("Barrett
Associates"), the Manager of the Trust. Barrett Associates has consented to the
use by the Trust of the identifying word "Barrett" and has granted to the Trust
a non-exclusive license to use the name "Barrett" as part of the name of the
Trust and the name of any Series of Shares. In the event Barrett Associates or
an affiliate of Barrett Associates is not appointed as Manager or ceases to be
the Manager of the Trust or of any Series using such name, the non-exclusive
license granted herein may be revoked by Barrett Associates. Upon receipt of
such a written revocation from Barrett Associates or any successor to its
interests in such name, the Trustees agreed to execute such amendment to the
Trust's Certificate of Trust and this Declaration of Trust as may be required to
effect a change in the name of Trust or any Series of Shares of the Trust, and
the Trust promptly shall cease using the name "Barrett" as part of its name or
the name of any Series of Shares.

IN WITNESS WHEREOF, the Trustees named below do hereby

<PAGE>
make and enter into this Declaration of Trust as of the 29th day
of September, 1998.

John D. Barrett, II
565 Fifth Avenue
New York, NY 10017

Robert E. Harvey
565 Fifth Avenue
New York, NY 10017

James R. Rutherford
565 Fifth Avenue
New York, NY 10017

THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS

565 Fifth Avenue
New York, NY 10017