Exhibit No. EX-99.p



                            BARRETT ASSOCIATES, INC.


                                THE BARRETT FUNDS


                              JOINT CODE OF ETHICS


                    (Amended and Restated September 14, 2004)






                                      INDEX


                                                                Page
                                                                ----

A.        PREAMBLE                                               1
B.        DEFINITIONS                                            2
C.        PROHIBITED TRANSACTIONS                                4
D.        PERSONAL TRANSACTIONS IN MANAGED FUNDS                 7
E.        COMPLIANCE PROCEDURES                                  8
F.        EXEMPTED TRANSACTIONS                                  10
G.        REPORTING OF VIOLATIONS                                11
H.        ANNUAL REPORTING                                       11
I.        SANCTIONS                                              12
J.        RETENTION OF RECORDS                                   12


         Appendix A                                 Insider Trading Policy
         Appendix B                                 Aggregation & Allocation
                                                    Policy
         Appendix C                                 Pre-clearance Forms
         Appendix D                                 Political Contribution  Form
         Exhibit A                                  Initial Report
         Exhibit B                                  Annual Report





                            BARRETT ASSOCIATES, INC.
                                       and
                                THE BARRETT FUNDS

                              JOINT CODE OF ETHICS
                              --------------------


A.       PREAMBLE

     High ethical standards are essential for the success of Barrett Associates,
Inc.  ("BAI") and the Barrett Funds (the "Trust") and to maintain the confidence
of clients. Our long-term business interests are best served by adherence to the
principle  that our clients'  interests come first.  Further,  BAI and the Trust
have a fiduciary duty to their clients,  which requires  individuals  associated
with our firm to act solely for the benefit of our clients.  Potential conflicts
of interest may arise in  connection  with the personal  trading  activities  of
individuals  associated with  investment  adviser firms. In recognition of BAI's
and the Trust's fiduciary obligations to their clients and BAI's and the Trust's
desire to maintain high ethical  standards,  BAI and the Trust have adopted this
Code of Ethics  containing  provisions  designed  to prevent  improper  personal
trading,  identify  conflicts  of  interest  and  provide a means to resolve any
actual or potential conflict in favor of the client.

     In  addition,  because  of the  nature of our  business,  employees  may be
exposed to  information  which  constitutes  "inside  information"  or material,
non-public  information.  Federal  securities  laws  prohibit  the  use of  such
information  for  financial  benefit.  Accordingly,  BAI and the Trust have also
adopted policies that prohibit the use of material non-public  information.  The
BAI/Trust  Insider Trading Policy is attached to this Code of Ethics as Appendix
A.

     One of our goals is to still  allow  BAI  personnel  to engage in  personal
securities transactions,  while protecting our clients and employees of BAI from
the conflicts that could result from a violation of the securities  laws or from
real or apparent  conflicts of interests.  In this regard, we have set out below
procedures  governing personal  transactions for members of the firm. As part of
this process,  BAI and the Trust will make every effort to keep confidential all
personal information provided by employees.

     Adherence  to the Code of Ethics and the related  restrictions  on personal
investing is considered a basic condition of employment by BAI and the Trust. If
you have any doubt as to the propriety of any activity,  you should consult with
the  Compliance   Officer  or  his/her   designee,   who  is  charged  with  the
administration of this Code of Ethics, has general compliance responsibility for
BAI and the Trust,  and may offer  guidance on  securities  laws and  acceptable
practices, as the same may change from time to time.

     This  Code of Ethics is being  adopted  by BAI and the Trust in  compliance
with the requirements of Rule 17j-1 (the "Rule") adopted by the U.S.  Securities
and Exchange  Commission  under the  Investment  Company Act of 1940, as amended
(the "Act") to effectuate  the purposes and  objectives  of that Rule.  The Rule
makes it unlawful for certain  persons,  in connection  with purchase or sale by
such person of a security "held or to be acquired"/1/ by the Trust:

     1. To employ a device, scheme or artifice to defraud the Trust;

     2. To make to the Trust any untrue  statement of a material fact or omit to
state to the Trust a material  fact  necessary  in order to make the  statements
made, in light of the circumstances in which they are made, not misleading;

     3. To engage in any act,  practice or course of business  which operates or
would operate as a fraud or deceit upon the Trust; or

     4. To engage in a manipulative practice with respect to the Trust.

     The Rule also requires  that the Trust,  and its  investment  adviser shall
each adopt a written  Code of Ethics,  which  shall be approved by a majority of
the  Board of  Trustees  of the  Trust  (including  a  majority  of  Independent
Trustees) and that contains provisions  reasonably  necessary to prevent persons
from engaging in acts in violation of the above  standard and to use  reasonable
diligence and institute procedures reasonably  necessary,  to prevent violations
of the Code of Ethics.

     Set forth below is the Code of Ethics  adopted by the Board of Directors of
BAI and by the Board of Trustees of the Trust, in compliance with the Rule. This
Code of Ethics is based upon the principle that persons associated with BAI, the
Trust and certain  affiliated persons of BAI and the Trust, owe a fiduciary duty
to,  among  others,  the  clients  of BAI and the  shareholders  of the Trust to
conduct their affairs, including their personal securities transactions, in such
manner to avoid (i) serving their own personal  interests ahead of shareholders;
(ii) taking  inappropriate  advantage of their  position with clients and/or the
Trust;  and (iii) any actual or potential  conflicts of interest or any abuse of
their position of trust and responsibility.

--------
/1/ A  security  "held or to be  acquired"  is defined as (a) if within the most
recent  fifteen (15) days,  it (i) is or has been held by the Trust,  or (ii) is
being or has been considered by the Trust or its investment adviser for purchase
by the  Trust,  and (b)  any  option  to  purchase  or  sell,  and any  security
convertible into or exchangeable for such a security.

B.       DEFINITIONS

     1. "Access Person" means any trustee, director, officer, or any employee of
BAI or the Trust (or of any  company  in a  control  relationship  to BAI or the
Trust) who, in connection with his regular functions or duties,  normally makes,
participates in, or obtains current  information  regarding the purchase or sale
of a security by a client or the Trust, or whose functions  relate to the making
of any recommendations  with respect to such purchases or sales; and any natural
person,  or the  families  of such  persons,  in a control  relationship  to the
Adviser  or the Trust  who  regularly  obtains  current  information  concerning
recommendations  made to a client or the Trust with  regard to the  purchase  or
sale of a security by a client or the Trust. "Access Person" also includes:

          (a) An Access  Person's  spouse  (other  than a legally  separated  or
     divorced spouse of the Access Person) and minor children;

          (b) Any individuals who live in the Access Person's household and over
     whose  purchases,  sales,  or other  trading  activities  the Access Person
     exercises control or investment discretion;

          (c) Any persons to whom the Access Person

               o    provides primary financial support or

               o    whose financial affairs the Access Person controls.

          (d) Any trust or other  arrangement which names the Access Person as a
     beneficiary or remainderman; and

          (e) Any partnership,  corporation, or other entity of which the Access
     Person is a director,  officer or partner where the Access Person has a 25%
     or  greater  beneficial  interest,  or in which the  Access  Person  owns a
     controlling interest or exercises effective control.

     A  comprehensive  list of all  Access  Persons  will be  maintained  by our
     Compliance Officer.

     2.  "Beneficial  ownership"  shall be as defined in, and interpreted in the
same  manner as it would be in  determining  whether a person is  subject to the
provisions  of Section 16 of the  Securities  Exchange Act of 1934 and the rules
and  regulations  thereunder  which,   generally  speaking,   encompasses  those
situations  where the  beneficial  owner has the  right to enjoy  some  economic
benefit from the ownership of the security. A person is normally regarded as the
beneficial  owner of  securities  held in the name of his or her spouse or minor
children living in his or her household.

     3. "Client Account" means any account managed by a portfolio manager of BAI
which is not a Covered Account.

     4. "Covered  Account"  means any account,  other than a Client  Account (as
defined below) in which an Access Person has any beneficial ownership,  with the
following exceptions:

          (f) Access Person as Trustee.  A Covered  Account does not include any
     account  for which an Access  Person  serves as  trustee of a trust for the
     benefit of (1) a person to whom the Access Person does not provide  primary
     financial support, or (2) an independent third party.

          (g) Covered Accounts of Other Access Persons.  A Covered Account of an
     Access Person that is managed by another  Access Person  excluding  Covered
     Accounts of employees of BAI, is considered to be a Covered Account only of
     the Access Person has a beneficial  ownership in the Covered  Account.  The
     account is  considered  to be a client  account  with respect to the Access
     Person managing the Covered Account.

     5.  "Control"  shall  have the same  meaning  as that set forth in  Section
2(a)(9) of the Act.

     6.  "Independent  Trustee"  means  a  non-employee  Director  of  BAI  or a
non-employee Trustee of the Trust who is not an "interested person" of BAI or of
the Trust within the meaning of Section 2(a)(19) of the Act.

     7. "Purchase or sale of a security" includes,  among other activities,  the
writing of an option to purchase or sell a Security (as defined below).

     8. "Managed Fund" means any series of the Trust or the Legg Mason Financial
Services Fund (a series of the Legg Mason Trust, Inc.).

     9.  "Security"  means any note,  stock,  treasury stock,  bond,  debenture,
evidence  of  indebtedness,  certificate  of interest  or  participation  in any
profit-sharing   agreement,   collateral-trust   certificate,   pre-organization
certificate  or   subscription,   transferable   share,   investment   contract,
voting-trust  certificate,  certificate  of deposit for a  security,  fractional
undivided  interest  in oil,  gas,  or other  mineral  rights,  any  put,  call,
straddle,  option,  or  privilege on any security  (including a  certificate  of
deposit) or on any group or index of securities  (including any interest therein
or based on the value thereof), or any put, call, straddle, option, or privilege
entered into in a national securities exchange relating to foreign currency, or,
in general,  any interest or instrument  commonly  known as a "security," or any
certificate of interest or participation  in,  temporary or interim  certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing.  Notwithstanding the above,  "Security" shall not include:
(i)  securities  issued by the  government  of the  United  States or by federal
agencies and that are direct obligations of the U.S. (e.g., Treasury securities)
or any  derivative  thereof;  (ii) U.S.  government  agency  obligations;  (iii)
bankers'  acceptances;  (iv) bank certificates of deposit; (v) commercial paper;
(vi) securities  issued by exchange traded funds;  and (vi) shares of registered
open-end investment companies other than shares issued by a Managed Fund.

     10. "Short Sale" means the sale of a security that the seller does not own.
A  Short   Sale  is   "against   the  box"  to  the   extent   that  the  seller
contemporaneously  owns or has the right to obtain at no added  cost  securities
identical to those sold short.

C.       PROHIBITED TRANSACTIONS

     Except with respect to paragraph (1) below,  an Independent  Trustee is not
subject to the  prohibitions  set forth below unless,  in conducting  his or her
transactions,  the Independent  Trustee knew or, in the course of fulfilling his
or her official duties as a trustee,  should have known that,  during the 15-day
period  immediately  preceding  or  after  the  date of the  transaction  by the
trustee,  such  security  was  purchased  or  sold  by the  Trust  or was  being
considered for purchase by the Trust or by its investment adviser.

     1. General. No Access Person shall engage in any act, practice or course of
conduct, which would violate the provisions of Rule 17j-1 set forth above. It is
the responsibility of each Access Person to ensure that a particular  securities
transaction  being considered for his or her Covered Account is not subject to a
restriction  contained  in this Code of Ethics or  otherwise  prohibited  by any
applicable  laws.  Personal  securities  transactions  for Access Persons may be
effected only in accordance with the provisions of this Section.

     2. Blackout Periods. As part of the pre-clearance  process (as described in
Section E, "Compliance Procedures"),  the Compliance Officer shall determine, by
speaking with the Director of Research and/or the President,  whether a personal
securities transaction being considered in a Covered Account involves a security
that is  currently  on,  likely  to be  added  to or  deleted  from  the list of
securities that are being  considered by the BAI portfolio  management team (the
"BAI Focus List").

          (a) If the personal securities transaction being considered involves a
     security  that is likely to or may be added to or be  deleted  from the BAI
     Focus List within five (5) trading  days,  then the Access Person shall not
     be allowed to trade the security in a Covered Account.

          (b) If the personal securities transaction being considered involves a
     security that is definitely not going to be added to or be deleted from the
     BAI Focus List within five (5) trading  days,  then the Access Person shall
     be allowed to trade the security in a Covered Account.

          (c) When a security is first placed on the BAI Focus List, there is an
     initial  seven (7) trading day waiting  period  before any Access Person is
     allowed to trade in the  security  in a Covered  Account.  After that seven
     trading day period has expired, the Access Person may trade the security in
     a Covered  Account and must  aggregate  his or her personal  trades in that
     security with the client trades in accordance  with the BAI Aggregation and
     Allocation Policy (attached as Appendix B).

          (d) When the  rating of a security  on the BAI Focus  List  changes to
     "buy," "sell," or "lighten"  (each of which indicates that BAI clients will
     likely trade in that  security),  there is an initial seven (7) day waiting
     period  before any Access  Person is  allowed  to trade the  security  in a
     Covered  Account.  After the seventh day, such trades must be aggregated in
     accordance  with the BAI  Aggregation  and Allocation  Policy  (attached as
     Appendix B).

     3.  Trading  on the Same Day as a Client  After  Blackout  Periods  of 2(b)
Above. An Access Person may execute a personal securities  transaction after the
blackout  periods of Section 2(b) above have expired for his/her Covered Account
on a day  during  which any  client  over  which BAI has  investment  discretion
(including  the Trust) has a pending "buy" or "sell" order in that same security
only if the Access Person aggregates his or her personal trade with the clients'
trades in accordance with the BAI Aggregation and Allocation Policy (attached as
Appendix B).

     4.  Short-Term  Trading  Profits.  An Access Person shall not profit in the
purchase and sale,  or sale and purchase,  of the same or equivalent  securities
within sixty (60)  calendar  days,  in either case,  if a managed fund or client
account held the same Security at any time during the 60 day period prior to the
proposed  transaction,  unless such restrictions would cause undue hardship,  as
determined by the Compliance Officer, on the individual.

     5. Gifts. Absent the approval of BAI's Compliance Officer, an Access Person
may not personally give gifts with an aggregate value in excess of $100 per year
to persons  associated  with  securities or financial  organizations,  including
exchanges,  other  member  organizations,  commodity  firms,  news  media or BAI
advisory  clients.  An Access Person shall not seek or accept  extraordinary  or
extravagant  gifts.  Any such  gift must be  declined  or  returned  in order to
protect the reputation and integrity of BAI. The following  types of gift may be
accepted:

          (a) Gifts of a nominal value (i.e., gifts that have a reasonable value
     of no more than $100, or gifts that, in the  aggregate,  have a value of no
     more than $100 per year);

          (b) Customary and reasonable  business meals and entertainment  (e.g.,
     sporting events); and

          (c) Promotional items (e.g., pens, mugs, T-shirts).

     6. Short  Sales.  An Access  Person shall not engage in any short sale of a
security  if, at the time of the  transaction,  any client  account or the Trust
managed by the Access Person has a long position in such  security.  Short sales
against the box in  securities  held by a client are  permitted  except on a day
when a client account managed by the Access Person trades in the same security.

     7. Initial Public Offerings.  An Access Person shall not acquire any direct
or  indirect  beneficial  ownership  in any  securities  in any  initial  public
offering.

     8. Private Placements and Investment Opportunities of Limited Availability.
An Access Person shall not acquire any beneficial ownership in any securities in
any  private  placement  of  securities  or  investment  opportunity  of limited
availability  unless the  Compliance  Officer has given  express  prior  written
approval.  The Compliance  Officer,  in determining  whether  approval should be
given,  will take into  account,  among other  factors,  whether the  investment
opportunity  should be reserved for BAI clients and whether the  opportunity  is
being  offered to the Access  Person by virtue of his or her position  with BAI.
The Access  Person who owns a Private  Placement or  investment  opportunity  of
limited  availability  must  disclose  to  the  President  whenever  he  or  she
recommends the purchase or sale of the same investment to a client.

     9.  Service on  Boards.  An Access  Person  shall not serve on any board of
directors of any publicly  traded  company  without prior written  authorization
from the President of BAI. Authorization will be based upon a determination that
the board service would not be  inconsistent  with the interest of any client or
the  Trust.  This  restriction  does not  apply to  service  on the board of any
not-for-profit corporation or organization.

     10. Political  Contributions.  The Firm limits  political  contributions to
state and local  government  officials  or  candidates  for such  offices.  Firm
employees may make political contributions to incumbents and candidates only if:

     o    they are eligible to vote for the candidate;
     o    they are  contributing  a total of $250.00 or less per  candidate  per
          election; and
     o    they notify the CCO of such  contribution  by  forwarding  a completed
          "Political Contribution" form.

An  employee  must  obtain the CCO's  written  approval  (i) prior to making any
political  contribution  to a candidate for whom the employee is not eligible to
vote, and (ii) prior to making a contribution  greater than $250 to any state or
local government incumbent or candidate.

Approval should be requested by completing the Firm's  "Political  Contribution"
form.


D.       PERSONAL TRANSACTIONS IN MANAGED FUNDS

     1.  Prohibition  on  Market  Timing  Trading  Activity.  No  Access  Person
(including  the  Independent  Trustees),  officer or employee of BAI  (including
full-time,  part-time and temporary employees) shall engage in excessive trading
or market timing  activities  with respect to any Managed Fund. For the purposes
of the foregoing,  "market  timing" shall be defined as a series of purchase and
redemption transactions, regardless of size, in and out of the same Managed Fund
in a manner that the Compliance Officer deems excessive.

     2. Mandatory  Holding  Period.  Access Persons  (including the  Independent
Trustees),  officers and employees of BAI  (including  full-time,  part-time and
temporary  employees) are required to maintain  holdings in a Managed Fund for a
minimum of sixty (60)  calendar days before such persons are permitted to redeem
their shares at a profit (the  "Mandatory  Holding  Period").  Any redemption in
violation of the  Mandatory  Holding  Period that is not  otherwise  exempted or
excepted  from this  policy  will  result  in the  disgorgement  of the  profits
resulting from the transaction. Proceeds from any disgorgement shall be returned
to the applicable Managed Fund.

     3. Exemptions and Exceptions.  The Mandatory  Holding Period does not apply
to  systematic  purchases  of  shares  of a  Managed  Fund,  such  as  automatic
investment plans,  purchases through payroll deductions,  automatic reinvestment
of  dividends,  periodic  rebalancing  of an  investment  portfolio,  or similar
transactions.  Upon written  request  submitted to the Compliance  Officer,  the
Compliance  Officer may grant an exception to the Mandatory  Holding  Period for
certain significant life events (e.g.,  marriage,  education,  purchase of home,
etc.);  however, the Compliance Officer will report such exceptions to the Board
of Trustees at the next regularly scheduled board meeting.

     4.  Pre-Clearance  for  Transactions  in a Managed Fund. All Access Persons
(including  the  Independent  Trustees),  officers  and  employees  of BAIR must
pre-clear transactions in a Managed Fund. The Managed Fund Pre-Clearance Form at
Appendix C-2 shall be used - for this purpose.



E.       COMPLIANCE PROCEDURES

     1. Pre-clearance  Requirement.  With the exception of Independent Trustees,
all Access  Persons are  required to receive  prior  written  approval  from the
Compliance Officer before engaging in any non-exempted transaction in his or her
Covered  Account.  The Compliance  Officer or his/her  designee (who may have no
personal interest in the subject transaction) may approve the transaction if the
Compliance  Officer  concludes  that  the  transaction  would  comply  with  the
provisions of this Code of Ethics and is not likely to have any adverse economic
impact on a BAI client or the Trust. A request for pre-clearance must be made by
completing the  Pre-clearance  Form in advance of the contemplated  transaction.
The Pre-clearance  Form attached as Appendix C-1 shall be used for this purpose.
Any approval given under this paragraph will remain in effect for 24 hours.  The
Compliance Officer will retain a record of approval.

     2.  Disclosure  of Personal  Holdings  and Business  Activities  Under Rule
17j-1.  All Access  Persons (with the exception of Independent  Trustees)  shall
disclose  to the  Compliance  Officer  all  personal  securities  holdings in an
initial report upon commencement of employment,  and thereafter as of the end of
each calendar year. The initial report shall be made no later than ten (10) days
after the person becomes an Access Person.  The annual report shall be submitted
within  thirty  (30)  days  after  the end of each  calendar  year  and  provide
information on personal securities holdings that is current as of a date no more
than  thirty  (30) days before the date such  Annual  Report is  submitted.  The
Access Person will also disclose the business activities in which the person has
a significant role and the name of banks, brokerage or investment advisory firms
where the Access Person  maintains  accounts.  Samples of the Initial Report and
the Annual Report are attached as Exhibits A and B, respectively.

     3. Duplicate Copies of Broker's Confirmations and Account Statements.

          (a) All Access Persons (excluding  Independent  Trustees) are required
     to direct their brokers or  custodians  or any persons  managing the Access
     Person's  account to supply the Trust's  Compliance  Officer with duplicate
     copies of  broker's  trade  confirmations  within  five (5) days  after the
     transaction.

          (b) All Access Persons (excluding  Independent  Trustees) must provide
     the Access Person's quarterly brokerage statements.

     An  Access  Person  shall  not  be  required  to  submit   broker's   trade
     confirmations  or periodic  statements  for any  transaction  in a personal
     account over which the Access Person has no direct or indirect influence or
     control.  Each Access  Person has an  affirmative  obligation to notify the
     Compliance Officer promptly if the Access Person opens any new account with
     a broker or custodian or moves an existing account to a different broker or
     custodian.

     4. Quarterly Reporting Requirements.

          (a) Quarterly reporting is generally not required,  because all Access
     Persons (except for Independent Trustees) are required to provide duplicate
     confirmations and account statements.  Independent  Trustees,  however, are
     required to report to the Compliance  Officer the information  described in
     paragraph (b) of this  sub-section  (4) with respect to transactions in any
     security  in which  such  person  has,  or by  reason  of such  transaction
     acquires,  any direct or indirect  beneficial  ownership in the security if
     such trustee,  at the time of that  transaction  knew,  or, in the ordinary
     course of fulfilling  his official  duties as a trustee,  should have known
     that, during the 15-day period  immediately  preceding or after the date of
     the transaction by the trustee,  such security was purchased or sold by the
     Trust  or  was  being  considered  for  purchase  by  the  Trust  or by its
     investment adviser.

          (b) Reports  required to be made under this  sub-section  (4) shall be
     made not later than ten (10) days after the end of the calendar  quarter in
     which the  transaction to which the report  relates was effected.  A report
     shall contain the following information:

               o    the date of the  transaction,  the title  and the  number of
                    shares, and the principal amount of each security involved;

               o    the nature of the transaction (i.e.,  purchase,  sale or any
                    other type of acquisition or disposition);

               o    the price at which the transaction was effected;

               o    the name of the broker,  dealer or bank with or through whom
                    the transaction was effected; and

               o    the date that the report is submitted.

          (c) Any such report may contain a statement  that the report shall not
     be construed  as an  admission by the person  making such report that he or
     she has any direct or  indirect  beneficial  ownership  in the  security to
     which the report relates.

     5. Annual  Certification  of Compliance  with Code of Ethics.  Every Access
Person,  including the Independent Trustees,  shall certify in the Annual Report
(Attached as Exhibit B) that:

          (a) they have read and  understand  the Code of Ethics  and  recognize
     that they are subject thereto;

          (b) they have  complied with the  requirements  of the Code of Ethics;
     and

          (c) they have reported all personal securities  transactions  required
     to be reported pursuant to the requirements of the Code of Ethics.

     6. Conflict of Interest.  Every Access  Person shall notify the  Compliance
Officer of any  personal  conflict of interest  relationship  that may involve a
client or the Trust, such as the existence of any economic  relationship between
their  transactions  and securities  held or to be acquired by any series of the
Trust.

     7. Notification by Compliance Officer.  The Compliance Officer shall notify
each Access  Person that he or she is subject to these  reporting  requirements,
and shall deliver a copy of this Code of Ethics to each Access Person.

     8. Review of Transactions.  The Compliance Officer of the Trust and Adviser
shall review the initial, quarterly, and annual holdings reports, as well as the
trade  confirmations  and  transaction  statements  submitted  to them by Access
Persons  as soon as  practicable  after the  submission  of such  reports to the
Compliance Officer to determine compliance with this Code of Ethics. Each Access
Person's  transactions  in his/her Covered Account will be reviewed on a regular
basis  and  compared  to  transactions  entered  into  by BAI for  clients.  Any
transactions  that are believed to be a violation of this Code of Ethics will be
reported promptly to the Compliance  Officer who must report to the President of
BAI.

     9. Authority to Exempt  Transactions.  The  Compliance  Officer (or, if not
available,  the President first, or a member of the Executive Committee second,)
has the  authority  to  exempt  any  Access  Person or any  personal  securities
transaction of a Access Person from any or all of the provisions of this Code of
Ethics if the Compliance  Officer  determines  that such exemption  would not be
against the interests of any client.  The  Compliance  Officer shall prepare and
file a written memorandum of any exemption granted, describing the circumstances
and reasons for the exemption.

F.       EXEMPTED TRANSACTIONS

     The following  transactions are exempt from the pre-clearance  requirements
(as described in Section E,  "Compliance  Procedures").  Unless  otherwise noted
below,  the exempted  transactions  described  below are also  exempted from the
filing requirement of a Pre-clearance  Form;  provided,  however,  the quarterly
reporting  obligations  of the  Code of  Ethics  will  continue  to apply to any
transaction exempted from pre-clearance pursuant to this Section.

     1. Any transaction  involving:  (i) securities  issued by the government of
the United States or by federal agencies and that are direct  obligations of the
U.S. or any derivative thereof;  (ii) U.S. government agency obligations;  (iii)
bankers'  acceptances;  (iv) bank certificates of deposit; (v) commercial paper;
(vi) securities  issued by exchange traded funds;  and (vi) shares of registered
open-end investment companies other than shares issued by a Managed Fund;

     2. Purchases or sales of securities  with respect to which an Access Person
has (or by reason of such transaction would have) no beneficial ownership;

     3.  Purchases  or sales that are  non-volitional  on the part of the Access
Person such as purchases that are made pursuant to a dividend reinvestment plan;

     4.  Purchases  effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of the  issuer's  securities,  to the extent such
rights were acquired from such issuer, and sales of such rights so acquired;

     5.  Transactions  effected  in, and the holdings of, any account over which
the Access Person has no direct or indirect  influence or control  (i.e.,  blind
trust, discretionary account or trust managed by a third party);

     6.  Transactions  in  securities  that the  Compliance  Officer  knows,  or
reasonably  should know,  are not eligible for purchase or sale by any client of
BAI or the  Trust,  and the  value of which is not  based  upon,  related  to or
determined  by reference to any security  which is eligible for purchase or sale
by any client of BAI or the Trust. A Pre-clearance Form must still be filed with
respect to such purchase  transactions  in order for the  Compliance  Officer to
make the necessary determinations with respect to such transactions.

     7. De  Minimis  Transactions.  The  prohibitions  in Section C 2. c are not
applicable to the following transactions:

                    a. Equity Securities.  Any equity Security  Transaction,  or
                    series of related transactions,  effected over a thirty (30)
                    calendar  day period,  involving  1000 shares or less in the
                    aggregate if the issuer of the Security is listed on the New
                    York Stock Exchange or has a market capitalization in excess
                    of $1 billion.

                    b.  Fixed-Income  Securities.   Any  fixed  income  Security
                    Transaction,  or series of  related  transactions,  effected
                    over a thirty (30) calendar day period,  involving  $100,000
                    principal amount or less in the aggregate.


     In order for the Compliance  Officer to determine whether the provisions of
Section C.2 shall apply, a Pre-clearance  Form must be submitted with respect to
such transactions.

G.       REPORTING OF VIOLATIONS TO THE BOARDS OF BAI AND THE TRUST

     1. The Compliance  Officer shall promptly report to the Boards all apparent
violations of this Code of Ethics and the reporting requirements thereunder.

     2.  When  the  Compliance  Officer  finds  that  a  transaction   otherwise
reportable  to  the  Boards  under  paragraph  (1) of  this  Section  could  not
reasonably be found to have resulted in a fraud, deceit or manipulative practice
in  violation  of Rule  17j-1(a),  he or she may, in their  discretion,  lodge a
written  memorandum of such finding and the reasons  therefore  with the reports
made pursuant to this Code of Ethics,  in lieu of reporting the  transaction  to
the Boards.

H.       ANNUAL REPORTING TO THE BOARDS OF BAI AND THE TRUST

     The Compliance Officer shall prepare an annual report relating to this Code
of Ethics to the Boards. Such annual report shall:

     1. Summarize  existing  procedures  concerning  personal  investing and any
changes in the procedures made during the past year;

     2. Describe any issues arising under the Code of Ethics or procedures since
the last  report  to the  Board  of  Trustees  including,  but not  limited  to,
information  about  material  violations of the Code of Ethics or procedures and
sanctions imposed in response to the material violations;

     3.  Identify  any  recommended  changes  in the  existing  restrictions  or
procedures based upon the Trust's and BAI's experience under its Code of Ethics,
evolving  industry  practices or developments in applicable laws or regulations;
and

     4.  Certify  that the  Trust  and BAI have  adopted  procedures  reasonably
necessary to prevent Access Persons from violating this Code of Ethics.

I.       SANCTIONS

     The President of BAI, with advice of legal counsel,  shall consider reports
made to him and upon  determining  that a  violation  of this Code of Ethics has
occurred,  may impose such sanctions or remedial action as he deems  appropriate
or to the extent  required by law.  These  sanctions  may  include,  among other
things, a letter of censure,  disgorgement of profits, suspension or termination
of employment with BAI, or criminal or civil penalties. The Board may review and
amend such sanctions as they deem appropriate.

J.       RETENTION OF RECORDS

     This  Code  of  Ethics,  a list of all  persons  required  to make  reports
hereunder from time to time or who are responsible for reviewing such reports, a
copy of each report made by an Access Person hereunder,  each memorandum made by
the Compliance  Officer  hereunder and a record of any violation  hereof and any
action taken as a result of such violation,  and a copy of each annual report to
the Boards of BAI and the Trust  shall be  maintained  by the Trust as  required
under Rule 17j-1.

     The  Compliance  Officer  shall keep in an easily  accessible  place for at
least five years copies of all broker  confirmations and periodic  statements of
Access Persons,  copies of all pre-clearance  forms,  acknowledgments  and other
memoranda relating to the administration of this Code of Ethics.





                                   Appendix A

                     Insider Trading Policies and Procedures


SECTION I.  POLICY STATEMENT ON INSIDER TRADING

A.       Definition of Insider Trading

     The term "insider trading" is generally used to refer to (i) a person's use
of  material,   nonpublic   information  in  connection  with   transactions  in
securities, and (ii) certain communications of material,  nonpublic information.
The laws concerning insider trading generally prohibit:

          o    The purchase or sale of securities by an insider, on the basis of
               material, nonpublic information;

          o    The purchase or sale of securities by a non-insider, on the basis
               of material,  nonpublic  information  where the  information  was
               disclosed to the non-insider in violation of an insider's duty to
               keep the information confidential or was misappropriated; or

          o    The communication of material, nonpublic information in violation
               of a confidentiality  obligation where the information leads to a
               purchase or sale of securities.

B.       Policy Statement on Insider Trading

     Barrett  Associates,  Inc. (BAI) and the Trustees of the Barrett Funds (the
"Trust")  forbid  any  officer,   director  or  employee  from  trading,  either
personally or on behalf of others,  including  mutual fund and private  accounts
managed or advised by BAI, on material  nonpublic  information or  communicating
material  nonpublic  information to others in violation of the law. This conduct
is frequently  referred to as "insider  trading."  BAI's policy applies to every
officer,  director  and employee  and extends to  activities  within and outside
their duties at BAI. Every  officer,  director and employee must read and retain
this policy  statement.  Any  questions  regarding  BAI's policy and  procedures
should be referred to the Compliance Officer.

C.       Common Questions and Answers

     Who is an  Insider?  The concept of  "insider"  is broad.  It includes  the
officers,  trustees,  employees  and  majority  shareholders  of a  company.  In
addition, a person can be considered a "temporary insider" of a company if he or
she enters into a  confidential  relationship  in the  conduct of the  company's
affairs  and,  as a result,  is given  access  to  company  information  that is
intended  to be used  solely for  company  purposes.  Analysts  are  usually not
considered insiders of the companies that they follow, although if an analyst is
given  confidential  information  by a company's  representative  in a manner in
which the analyst  knows or should know to be a breach of that  representative's
duties to the company, the analyst may become a temporary insider.

     What is Material Information?  Trading on inside information is not a basis
for liability unless the information is "material,"  which is generally  defined
as information  that a reasonable  investor would likely  consider  important in
making his or her investment decision, or information that is reasonably certain
to have a substantial effect on the price of a company's securities. Information
that should be considered  material  includes,  but is not limited to:  dividend
changes, earnings estimates,  changes in previously released earnings estimates,
significant  merger or acquisition  proposals or agreements,  major  litigation,
liquidity problems; extraordinary management developments; and analysts' reports
on a company's prospects.

     What is Nonpublic Information?  Information is nonpublic unless it has been
effectively  communicated to the market place.  For information to be considered
public,  one must be able to point to some fact to show that the information has
been generally  disseminated to the public. For example,  information found in a
report filed with the SEC or appearing on the Internet or in Dow Jones,  Reuters
Economic  Services,  The Wall Street  Journal or another  publication of general
circulation  is considered  public.  Market  rumors,  unless they are accessible
(e.g., through an open "chat room") are not considered public information.

     Not Certain if You Have "Inside" Information?  If you have any doubts about
whether you are in possession of material  nonpublic  information,  consult with
the Compliance Officer.

D.       Penalties for Insider Trading

     Penalties for trading on or communicating  material,  nonpublic information
are severe,  both for the individuals  involved in the unlawful  conduct and for
their  employers.  A person can be subject to some or all of the  penalties  set
forth below even if he or she does not  personally  benefit from the  violation.
Penalties include: administrative penalties; civil injunctions;  disgorgement of
profits;  substantial fines; jail sentences;  and serious disciplinary measures,
including dismissal, imposed by the Trust.

E. Serving as a Director

     Because  officers,  directors or trustees of a publicly traded company have
special  information about that company,  BAI requires the Compliance  Officer's
approval before any of its directors, officers or employees agree to serve as an
officer or director of a publicly  traded company.  The Compliance  Officer will
design  appropriate  procedures  to mitigate any  conflicts of interests and any
potential  insider  trading  issue  depending  upon  the  requirements  of  each
individual situation.

SECTION II. PROCEDURES TO IMPLEMENT BAI'S INVESTMENT ADVISER'S POLICY

A.       Procedures to Implement BAI Investment Adviser's Policy Against Insider
         Trading

     The  following  procedures  have  been  established  to aid  the  officers,
directors and employees of BAI in avoiding  insider  trading,  and to aid BAI in
preventing,  detecting and imposing  sanctions  against insider  trading.  Every
officer,  director  and  employee  of BAI  or of the  Trust  must  follow  these
procedures or risk serious sanctions, including dismissal,  substantial personal
liability  and  criminal  penalties.  If you  have  any  questions  about  these
procedures, you should consult the Compliance Officer.

          1.   Identifying Inside Information

     Before trading for yourself and others,  including  investment companies or
private  accounts managed by BAI, in the securities of a company about which you
may have potential inside information, ask yourself the following questions:

          (i)  Is the information material? Is this information that an investor
               would  consider   important  in  making  his  or  her  investment
               decisions?  Is this information that would  substantially  affect
               the market price of the securities if generally disclosed?

          (ii) Is the information  nonpublic?  To whom has this information been
               provided?  Has the information been  effectively  communicated to
               the  marketplace by being  published in Reuters,  The Wall Street
               Journal or other publications of general circulation?

     If after  consideration  of the above,  you believe that the information is
material and nonpublic,  or if you have questions as to whether the  information
is material and nonpublic, you should take the following steps.

          (i)  Report the matter immediately to the Compliance Officer.

          (ii) Do not purchase or sell the  securities  on behalf of yourself or
               others,   including  investment  companies  or  private  accounts
               managed by BAI.

          (iii)Do not communicate  the information  inside or outside BAI, other
               than to the Compliance Officer.

          (iv) After the Compliance  Officer has reviewed the issue or consulted
               with counsel (as appropriate), you will be instructed to continue
               the prohibitions  against trading and communication,  or you will
               be allowed to trade and communicate the information.

          2.   Personal Securities Trading

                  A.       Reporting

     All Access  Persons of BAI are required by the BAI Code of Ethics to submit
to the Compliance Officer:

          (i)  duplicate copies of trade  confirmations  within 5 days after the
               Access Person's personal securities transactions and

          (ii) the Access Person's monthly or quarterly brokerage statements. In
               addition,  all Access  Persons  are  required  by the BAI Code of
               Ethics to submit  upon  commencement  of  employment  with BAI, a
               statement listing all of the

               (a)  securities  in which the Access  Person  has any  beneficial
                    ownership,

               (b)  business  activities  in  which  the  Access  Person  has  a
                    significant role and

               (c)  the names of any  brokerage  firms  where the Access  Person
                    maintains an account.

                  B.       Pre-clearance.

     In addition,  the BAI Code of Ethics  requires Access Persons to obtain the
prior written approval of the Compliance Officer before engaging in any personal
securities transaction.

                  C.       Other Code of Ethics Provisions.

     The  BAI  Code  of  Ethics  contains  other  restrictions  on the  personal
securities trading of Access Persons.  The BAI Code of Ethics is incorporated by
reference  into this policy.  A personal  securities  transaction  that would be
permissible  under the Code of  Ethics is  nevertheless  still  subject  to this
policy.

               3.   Restricting Access to Material Nonpublic Information

     Information in your  possession that you identify as material and nonpublic
may not be  communicated  to anyone,  including  persons  within BAI,  except as
provided in paragraph 1 above.  In  addition,  care should be taken so that such
information  is  secure.  For  example,   files  containing  material  nonpublic
information  should be sealed;  access to  computer  files  containing  material
nonpublic information should be restricted.

               4.   Resolving Issues Concerning Insider Trading

     If,  after  consideration  of the  items set forth in  paragraph  1,  doubt
remains as to whether  information is material or nonpublic,  or if there is any
unresolved  question as to the  applicability or interpretation of the foregoing
procedures,  or as to the propriety of any action, it must be discussed with the
Compliance Officer before trading or communicating the information to anyone.





                                   Appendix B

                        BARRETT ASSOCIATES, INC. ("BAI")
                         THE BARRETT FUNDS (the "Trust")

                        AGGREGATION AND ALLOCATION POLICY

I.   Introduction.

     This policy sets forth the  procedures to be used to: (i) aggregate  client
     and Trust orders for the same security;  (ii) aggregate  orders for Covered
     Accounts with client and Trust orders for the same security; (iii) properly
     allocate securities that have been aggregated;  and (iv) deal with directed
     orders by client.  Because  each  client's  and the Trust's  portfolio  are
     individually  managed and have many objectives and restrictions,  it is not
     always possible for all managers to transact client and Trust orders in the
     same security  that other  managers are trading at the same time on a given
     day or even on the same day. BAI does  recognize  its  obligation to ensure
     that all clients with similar  objectives,  restrictions and procedures and
     the Trust  are  treated  as  equitably  as  possible  given  the  practical
     restraints  that confront each manager.  It is our  intention,  that to the
     best of our ability,  that no client or the Trust is  disadvantaged  in any
     way.

II.  Placement of Orders.

     All client and Trust orders shall be coordinated to the extent possible and
     executed, subject to the following exception:

     All orders for a Covered  Account (as defined in the BAI/The Barrett Funds'
     Code of Ethics)  shall be  aggregated  with client and Trust orders for the
     same security. Orders for an Access Person's Covered Account executed after
     a client order in the same  security but in the morning or afternoon on the
     same day will if possible be aggregated  and  allocated in accordance  with
     Section III below. Directed brokerage trades for Access Persons need not be
     aggregated  with client or Trust  trades if no client or Trust  trades were
     executed with the same broker at the directed  brokerage  firm on the trade
     date.

III. Aggregation and Allocation of Orders.

     Aggregation  of orders shall be made only in  accordance  with this Section
     III. The  Allocation  Statement  (or order ticket) is used to set forth the
     accounts  participating  in the  aggregation  and the  intended  manner  of
     allocation of the aggregated order among participating accounts.

     A.   Filling Orders.

          Aggregation  will be made  twice  per day:  once for  trades  executed
          before 12:00 p.m.  (noon) and once for trades  aggregated  after 12:00
          p.m. Unless otherwise specified,  all allocations of aggregated orders
          shall  be  made  in  accordance  with  the  designations  made  by the
          portfolio  managers.  Each  participating  account  shall  receive the
          average price of the security  executed.  All  participating  accounts
          shall share any  brokerage  costs or other  expenses of the order on a
          pro rata  basis,  based on order  size,  except as provided in Section
          III(E) below. Directed brokerage trades for Access Persons need not be
          aggregated  if no client or Trust trades were  executed  with the same
          broker at the brokerage firm on the trade date.

     B.   Partial Fills.

          If an  aggregated  order is not  completely  filled  during the day on
          which the order is entered,  the  aggregated  order shall be allocated
          among participating accounts on a pro rata basis, based on order size.
          No trade for an Access Person will participate in partial fills.

     C.   Non-Pro Rata Allocations.

          A  non-pro  rata  allocation  of a  partial  fill may be made if it is
          determined  that the pro rata  allocation  is not  appropriate  for an
          account. In such case the allocation statement shall be amended to set
          forth the  revised  method of  allocation  and the  reason(s)  for the
          revision. In addition,  allocations based on filling to completion the
          orders of the smallest accounts is permissible.

     D.   Allocation of IPOs.

          An allocation of an initial  public  offering  ("IPO") shall take into
          consideration a client's or the Trust's permitted policies, investment
          objective,  suitability  and value in  context  of a  client's  or the
          Trust's portfolio.  This may result in some clients or the Trust being
          given no stock on a particular  offering.  Access  Persons and Covered
          Accounts are  prohibited by the Code of Ethics from  participating  in
          IPOs.

     E.   Allocation of Brokerage or Other Expenses.

          Brokerage or other expenses of the aggregated  order shall be borne by
          the participating accounts and the Trust based on the size and expense
          attendant to individual client accounts and the Trust.

IV.  Recordkeeping.

     A.   For each order  placed for the  purchase or sale of a security for any
          account or the Trust,  whether  executed or unexecuted,  the portfolio
          manager  placing such order shall  provide the  following  information
          contemporaneously  with the initial order,  which shall be recorded on
          the trade ticket or electronic order:

          1.   The  account(s)/Trust  for  which  the  order  is  being  placed,
               including  the  number of  shares,  principal  amount,  or dollar
               amount being purchased or sold for each account;

          2.   Any market order or limit order and limit price;

          3.   The name of any broker-dealer directed to execute the order;

          4.   The name of the person who placed the order;

          5.   Any other  relevant  terms or conditions of the order,  including
               any priority,  special de minimis  requirements or other specific
               method of allocation among accounts; and

          6.   The date and time (time-stamped) of entry of the order.

V.   Directed Orders.

     All directed  orders shall be executed in  accordance  with the  direction.
     Whenever possible, directed orders shall be aggregated.

     Orders for clients with designated brokers will be executed on a "first-in,
     first executed  basis" in the order these are placed by our managers.  This
     may result in these clients receiving different prices.

VI.  Review of Procedures.

     The compliance officer will annually review these procedures to ensure that
     they  are  adequate  to  prevent  any  account  or  the  Trust  from  being
     systematically  disadvantaged as a result of the aggregation and allocation
     of orders.





                                  Appendix C-1

                                THE BARRETT FUNDS
                            BARRETT ASSOCIATES, INC.
                               PRE-CLEARANCE FORM

             FOR TRANSACTIONS IN COVERED ACCOUNTS OF ACCESS PERSONS

Access  Persons must complete this  Pre-clearance  Form prior to engaging in any
personal  transaction  (unless excepted by the Code of Ethics).  All capitalized
terms used herein  have the same  meaning as defined in the Joint Code of Ethics
(the  "Code") of Barrett  Associates,  Inc.  ("BAI") and the Barrett  Funds (the
"Trust").  The Pre-Clearance Form at Appendix C-2 shall be used for transactions
in a Managed Fund, as defined under the Code, in lieu of this form.

1.   Name of Access Person:  __________________________________________________.

2.   Account Title: __________________________________________________.

3.   Name of Security: _______________________________________________.

4.   Maximum number of shares or units to be purchased or sold, or amount of bond:
     _______________________.

5.   Name and phone number of broker to effect transaction: ___________________.

6.   Check applicable boxes: Purchase |_| Sale |_| Market Order |_| Limit Order |_|

7.   In connection with the proposed transaction described herein, I hereby make
     the following representations and warranties:

     a.   I do not posses  any  material  nonpublic  information  regarding  the
          Security or the issuer of the Security.

     b.   I am not aware that any Managed Fund or any Client Account has an open
          order to buy or sell the Security or an equivalent Security.

     c.   By entering this order, I am not using knowledge of any open, executed
          or pending  transaction  by a Managed Fund or any other Client Account
          to profit by the market effect of such transaction.

     d.   The Security is not being acquired in an initial public offering.*

     e.   The Security is not being  acquired in a private  placement  or, if it
          is, I have reviewed Section C.8 of the Code and I have attached hereto
          a written explanation of such transaction.*

     f.   If I am purchasing the Security and if the same or equivalent Security
          has been held  within the past 60 days by any Client  Account,  I have
          not directly or indirectly sold the Security or equivalent Security in
          the prior 60 days.*

     g.   If I am selling the  Security and the same or an  equivalent  Security
          has been held  within the past 60 days by any Client  Account,  I have
          not directly or  indirectly  purchased  the Security or an  equivalent
          Security in the prior 60 days.*

     h.   I believe that the proposed trade fully complies with the requirements
          and parameters of the Code.

     * Items d-g do not apply to those  Trustees who are not considered to be an
     "interested  person" of the Trust, as defined under Section 2(a)(19) of the
     Investment Company Act of 1940, as amended.


Representation and Signature
By executing  this form, I represent that the  information  that I have provided
herein  is true  and  accurate  to the  best of my  belief.  I  understand  that
pre-clearance  will  only  be in  effect  for 24  hours  from  the  date  of the
Compliance Officer's signature.

__________________________     __________________________    __________________________
Employee Name (please print)   Employee Signature            Date

Disposition of
Pre-clearance Request

Approved ___________________   __________________________    ______________  __________
Denied _____________________   Compliance Officer            Date            Time






                                  Appendix C-2

                                THE BARRETT FUNDS
                            BARRETT ASSOCIATES, INC.
                               PRE-CLEARANCE FORM

                   PERSONAL TRADING REQUEST AND AUTHORIZATION
                      FOR PURCHASE OR SALE OF MANAGED FUNDS


All  capitalized  terms used  herein  and not  otherwise  defined  have the same
meaning as defined in the Joint Code of Ethics of Barrett  Associates,  Inc. and
the Barrett  Funds.  This Personal  Trading  Request must be completed by Access
Person  (including the  Independent  Trustees)  prior to any personal trade with
respect to shares of a series of the Barrett  Funds or the Legg Mason  Financial
Services  Fund, a series of the Legg Mason Trust,  Inc.) (each, a "Managed Fund"
and collectively, the "Managed Funds")

Name:


Date For Which You Seek Approval:



Dollar amount or number of Managed Fund shares to be purchased or sold:



Nature of, and reason for, the transaction (i.e., purchase, sale):




Will the  purchase or sale of shares of a Managed  Fund result in a violation of
the prohibition of short-term  profits (cannot profit from the purchase and sale
or sale and purchase of securities within 60 calendar days)?
Yes __  No __

Will the  redemption  of shares of a Managed  Fund result in a violation  of the
Mandatory  Holding  Period  (cannot  profit from the sale of shares of a Managed
Fund within 60 calendar days of the purchase of such securities)?
Yes __  No ___

Is the transaction based on any non-public material information? Yes ___ No ___


Your signature below acknowledges that to the best of your knowledge and belief,
the answers that you have provided above are true and correct.


                                                     _____________________
                                                     Signature





                                   APPENDIX D

                           POLITICAL CONTRIBUTION FORM

                              EMPLOYEE INFORMATION

Employee's Name: ________________________________________________________



Department: ____________________________________________________


Title/Position: ____________________________________________________________


Home Address:


__________________________________________________________________________
Street Address                City      County           State    Zip Code



Amount of Contribution $_____________    Payable to:___________________________

Date of Contribution______________________________

If other than cash contribution indicate its nature:___________________________

Previous Contributions (dates and amounts) to this Candidate:




                              CANDIDATE INFORMATION


Name of Candidate: _______________________________________________________


Current Office Held: ______________________ Jurisdiction: __________________
                                                  (City, County, State, Federal)


Candidate for Office of: ______________________ Jurisdiction: ________________
                                                  (City, County, State, Federal)

Election:                                Primary_____               General_____

Are you eligible to vote for this candidate?         Yes____           No____


Signature ______________________________________________ Date _____________

Approval ______________________________________________ Date _____________





                                   Exhibit A

                                THE BARRETT FUNDS
                            BARRETT ASSOCIATES, INC.
                                 CODE OF ETHICS
                                 INITIAL REPORT

To the Compliance Officer:

1.   I hereby acknowledge  receipt of the Code of Ethics and certify that I have
     read and  understand it and agree to abide by it. I hereby  represent  that
     all of my personal  securities  transactions will be effected in compliance
     with the Code.

2.   I also confirm that I have  instructed all brokerage firms where I maintain
     an  account to supply  duplicate  copies of my trade  confirmations  and at
     least quarterly  brokerage account  statements to the Compliance Officer at
     Barrett Associates (this requirement  excludes  Independent Trustees of The
     Barrett Funds).

3.   Except as noted  below,  I hereby  certify  that I have no knowledge of the
     existence  of any  personal  conflict  of interest  relationship  which may
     involve  Barrett  Associates  or The Barrett  Funds,  such as any  economic
     relationship  between my transactions and securities held or to be acquired
     by Barrett Associates or The Barrett Funds.

4.   I hereby  certify  that I have never been found  liable for, nor guilty of,
     insider trading and that no legal proceedings alleging that I have violated
     the law on insider trading are now pending or, to my knowledge,  threatened
     by any person or authority.

5.   As of the date below I had a direct or indirect  beneficial  ownership*  in
     the following securities (attach pages if necessary):


                                                              Type of Interest
Name of Security                Number of Shares            (Direct or Indirect)
----------------                ----------------            --------------------







6.   I hereby represent that I maintain account(s) as of the date this report is
     submitted in which  securities  are held for my direct or indirect  benefit
     with the brokers, dealers or banks listed below.

Name and Address of Broker/Dealer
   or Bank Maintaining Account       Account Number         Date Established
   ---------------------------       --------------         ----------------




Name:  ____________________________________________________


Title: ____________________________________________________


Date:  ____________________________________________________


*    Beneficial  ownership  also  includes  securities  held in the name of your
     spouse or minor children living in your household.





                                    Exhibit B

                                THE BARRETT FUNDS
                            BARRETT ASSOCIATES, INC.
                                 CODE OF ETHICS
                                  ANNUAL REPORT

To the Compliance Officer:

1.   I have read and  understand  the Code of  Ethics  and  recognize  that I am
     subject thereto in the capacity of an "Access Person."

2.   I hereby certify that,  during the year ended December 31, _______,  I have
     complied  with the  requirements  of the Code of Ethics and I have reported
     all securities transactions required to be reported pursuant to the Code of
     Ethics.

3.   Except as noted  below,  I hereby  certify  that I have no knowledge of the
     existence  of any  personal  conflict  of interest  relationship  which may
     involve The Barrett  Funds,  such as any economic  relationship  between my
     transactions  and securities  held or to be acquired by the Trust or any of
     its Series.

4.   As of  December  31,  ________,  I  had a  direct  or  indirect  beneficial
     ownership* in the following securities:


                                                              Type of Interest
Name of Security                Number of Shares           (Direct or Indirect)
----------------                ----------------            --------------------










5.   I hereby  represent  that I maintain the  account(s)  listed below in which
     securities  are held for my direct or indirect  benefit  with the  brokers,
     dealers or banks listed below.

Name and Address of Broker/Dealer
   or Bank Maintaining Account       Account Number         Date Established
   ---------------------------       --------------         -----------------







Name:  ____________________________________________________


Title: ____________________________________________________


Date:  ____________________________________________________


*    Beneficial  ownership  also  includes  securities  held in the name of your
     spouse or minor children living in your household.