The Barrett Funds- 497 filed 6/7/05

497 1 barrett497filed060705.htm The Barrett Funds- 497 filed 6/7/05

The Barrett Funds
Supplement dated June 7, 2005
to the Prospectus dated October 28, 2004

The third through eighth paragraphs in the Investment Advisor and Portfolio
Management Team section on pages 5-6 of the Prospectus are replaced with the
following:

Barrett Associates uses a team approach for security selection and decision
making. The members of the team, which is led by the firm's Chief Investment
Officer, Robert J. Voccola, average over twenty years of investment management
experience per person. The following are the names and backgrounds of the team
members.

Robert J. Voccola, C.F.A.
Chief Investment Officer and Managing Director
A graduate of Lehigh University, Mr. Voccola received an M.B.A. from Columbia
University Graduate School of Business and has over thirty years of investment
experience. Mr. Voccola is a member of the New York Society of Security
Analysts. 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-Macaulay. Mr. Voccola is Barrett Associates' Chief
Investment Officer and a portfolio manager and analyst specializing in the areas
of technology, biotechnology, telecommunications and information services.

Peter H. Shriver, C.F.A.
President and Treasurer
Mr. Shriver is a graduate of Drake University and received his M.B.A. from New
York University. Mr. Shriver is a member of the New York Society of Security
Analysts and joined Barrett Associates in 1989. He provides portfolio management
and securities research in the following sectors: financial services, medical
technology and services, and media. Immediately prior to joining Barrett
Associates, Mr. Shriver served as a Securities Analyst at Peter B. Cannell and
Co. From 1986 until 1989, he was a Mergers and Acquisition Specialist at Henry
Ansbacher & Co.

Robert J. Milnamow
Managing Director
Mr. Milnamow holds a B.A. in English from Pennsylvania State University and a M.
B. A. from New York University. Mr. Milnamow joined Barrett Associates in 2003
and in addition to his research and portfolio management responsibilities, he
assists in the generation of new business. He is a member of the New York
Society of Security Analysts. Mr. Milnamow was a research analyst and portfolio
manager for Phoenix Securities Group, OppenheimerFunds, and, more recently, for
Rockefeller & Co. While at Phoenix Securities Group, he managed the Phoenix
Total Return Fund and the Phoenix Variable Annuity Total Return Fund. At
OppenheimerFunds, he managed the Main Street Income and Growth Fund. Mr.
Milnamow was responsible for managing individual high net worth, foundation, and
endowment accounts at Rockefeller & Co. totaling $2 billion in assets. Mr.
Milnamow was also Managing Member at Thayer Pond Capital, LLC.

The Barrett Funds

Supplement dated June 7, 200
to the Statement of Additional Information dated October 28, 2004

The "Officers" table on page 19 in the Management of the Trust section of the
Statement of Additional Information is replaced with the following:

Officers

# of
Position(s) Portfolios in Other
Held Term of Officer Fund Complex Directorships
Name, Age, With and Length of Principal Occupation Overseen by Held by
Address Trust Time Served During Past Five Years Officer Officer

John D. Barrett II Chairman Indefinite Term Managing Director, 1 None
90 Park Avenue Chairman and Chief
New York, NY Since Executive Officer of
10016 December Barrett Associates, Inc.
Age: 68 1998 since 1970; previously,
Partner at Clark, Dodge &
Co.

Peter H. Shriver President Indefinite Term President of Barrett 1 None
90 Park Avenue Since Associates, Inc. since
New York, NY January April 2004, Managing
10016 2004 Director since 1989.
Age: 52

Robert J. Voccola Treasurer and Indefinite Term Managing Director of 1 None
90 Park Avenue Principal Since Barrett Associates, Inc.
New York, NY Financial January 2004 since 1987 and Chief
10016 Officer Investment Officer since
Age: 66 February 2001;
previously, Director of
Research of Barrett
Associates, Inc.

Russell O. Vernon Vice President; Indefinite Term Vice President and Chief 1 None
90 Park Avenue Chief Since September Operating Officer of
New York, NY Compliance 2004 Barrett Associates, Inc.
10016 Officer and since April 2004, and
Age: 46 Anti-Money Chief Compliance Officer
Laundering since September 2004;
Compliance previously, President and
Officer CEO of VCE Capital, Inc.
from November 2000 to
April 2004; and Director
of Investment Operations
at Warburg Pincus Asset
Management from October
1996 to April 2000.

Paula J. Elliott Secretary Indefinite Term Vice President of Barrett 1 None
90 Park Avenue Since Associates, Inc. since
New York, NY December 1995. Anti-Money
10016 1998 Laundering Compliance
Age: 54 Officer from February
2003 to September 2004
and Compliance Officer
from January 2004 to
September 2004.

Robert J. Milnamow Vice President Indefinite Term Managing Director of 1 None
90 Park Avenue Since Barrett Associates, Inc.
New York, NY January since November 2003;
10016 2004 previously, Managing
Age: 53 Member at Thayer Pond
Capital, LLC since 2001
and Senior Portfolio
Manager at Rockefeller &
Co. from 1998-2001.