BARRETT FUNDS
497, 2000-05-04
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                          Supplement dated May 5, 2000
                                     to the
                        Prospectus dated October 28, 1999


Addition to Portfolio Management Team: Barrett Associates has added a new member
to its  portfolio  management  team.  The  following  paragraph  is added to the
Investment Advisor and Portfolio Management Team section on pages 3 and 4.

      Janis M. Inscho, C.F.A
      Managing Director
      Janis M. Inscho is a graduate of Emory University and received her
      MBA from Georgia State University.  Prior to joining Barrett
      Associates, Ms. Inscho was Director and Chief Investment Officer of
      the Private Client Group of Lazard Asset Management, a division of
      Lazard Freres & Co.  At Lazard she managed over 100 client
      relationships representing approximately $1.2 billion in assets.
      Previously, Ms. Inscho was a Senior Vice President at Warburg,
      Pincus Counselors.  Ms. Inscho is a portfolio manager and a member
      of the Barrett Associates research team, focusing primarily in the
      healthcare sector.

Extension of Expense  Limitation:  To ensure that the Fund's operating  expenses
continue to be maintained at a competitive  rate,  the Fund's  advisor,  Barrett
Associates,  has  extended its  contractual  agreement to limit the Fund's Total
Annual Operating  Expenses to no more than 1.25% of average daily net assets for
an  additional  year,  through  October 31, 2001.  Footnote 2 to the Annual Fund
Operating Expenses table on page 2 is hereby amended to reflect the new date.

Change in Investment Policy: The Board of Trustees have increased the percentage
of the Fund's net assets that may be invested in foreign  securities from 10% to
25%.  The change is not  intended  to  reflect a shift in the Fund's  investment
strategy but, rather,  is designed to provide  flexibility to pursue  attractive
investment   opportunities  in  increasingly  global  markets.   The  prospectus
disclosure on page 6 is revised accordingly.






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