UNITED STATES SECURITIES AND EXCHANGE COMMISSION

   LITIGATION RELEASE NO 16623 / July 10, 2000

   SECURITIES AND EXCHANGE COMMISSION v. RUPAY-BARRINGTON CAPITAL
   MANAGEMENT, INC., RUPAY-BARRINGTON FINANCIAL GROUP, INC. AND
   RUPAY-BARRINGTON FUNDS, INC. Civil Action No. 3-00-CV1482-D Northern
   District of Texas, Dallas Division)

   SEC CHARGES THAT MUTUAL FUND MANAGER
   COMMITTED FRAUD

   The Securities and Exchange Commission ("SEC") announced today that it
   has filed suit in the United States District Court for the Northern
   District of Texas against a registered series mutual fund company, its
   investment adviser and an upstream affiliate, alleging fraud,
   mismanagement and breach of fiduciary duty. The SEC's Complaint also
   alleges sales of securities without a valid prospectus, violations of
   net asset value requirements, improper loans to affiliates and illegal
   suspension of mutual fund share redemptions. The defendants are
     * Rupay-Barrington Funds, Inc. (the "Fund"), an investment company
       registered with the SEC and organized as a series mutual fund
       company with three portfolios;
     * Rupay-Barrington Capital Management, Inc. ("Rupay Management"), an
       investment adviser registered with the SEC, that, in addition to
       serving as the Fund's investment adviser, also advises
       approximately 80 private clients, with approximately $81 million
       in assets under management; and
     * Rupay-Barrington Financial Group, Inc. ("Rupay Group"), the
       holding company for a family of financial services companies
       operating under the "Rupay-Barrington" moniker, including Rupay
       Management.

   The defendants are headquartered in Arlington, Texas.

   The SEC's complaint alleges that, from at least January 1999, Rupay
   Management caused the Fund, its advisory client, to carry a worthless
   receivable from Rupay Group, which is deeply insolvent. This
   receivable arose from Rupay Group's agreement to pay Fund expenses
   that exceeded a certain percentage of the Fund's net assets. According
   to the Complaint, this receivable was uncollectable from at least
   January 1999 through June 2000, yet Rupay Management caused the Fund's
   books to reflect the receivable at full face value. The Complaint
   further alleges that the receivable grew steadily over this period to
   a peak of approximately $250,000, which inflated the net asset value
   of the Fund's three portfolios - by almost 600% in one instance -
   meaning that the Fund sold and redeemed shares at improperly high
   prices. Ultimately, the Complaint alleges, the situation became so