UNITED STATES SECURITIES AND EXCHANGE COMMISSION

LITIGATION RELEASE NO. 17345 / January 29, 2002

   SEC v. RUPAY-BARRINGTON CAPITAL MANAGEMENT, INC., RUPAY-BARRINGTON
   FUNDS, INC., RUPAY-BARRINGTON FINANCIAL GROUP, INC., Civil Action No.
   3 00-CV-1482-D (USDC/Northern District of Texas)

   The Commission announced a settlement today in a case involving fraud
   charges against a registered investment adviser, Rupay-Barrington
   Capital Management, Inc. ("RBManagement"). The Commission had charged
   RBManagement with knowingly causing its affiliate, Rupay-Barrington
   Funds, Inc. ("Fund"), a registered investment company, to carry, as an
   asset, a worthless receivable at face value from Rupay-Barrington
   Financial Group, Inc. ("Group"), the parent of both companies. The
   fact that Group was deeply insolvent and unable to pay the receivable
   was never disclosed to investors.

   On July 10, 2000, the Commission filed a complaint against
   RBManagement, Group and the Fund in the United States District Court
   for the Northern District of Texas, Dallas Division ("District
   Court"), , Civ. No. 3 00-CV-1482-D (N.D. Tex.). The Commission's
   complaint alleged that, from at least January 1999, RBManagement
   caused the Fund, its advisory client, to carry an uncollectable
   receivable from Group, which was insolvent. This receivable arose from
   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, but Rupay Management caused the Fund's books to reflect the
   receivable at full face value. The complaint further alleged 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, meaning that the Fund sold and redeemed shares at
   improperly high prices. Ultimately, the complaint alleged, the Fund
   improperly suspended redemptions of the portfolio that held the
   largest portion of the receivable. At the Commission's request, and
   with the consent of the defendants, a court- appointed Special Master
   took control of Rupay-Barrington Funds, Inc., and the court entered a
   preliminary injunction against RBManagement and Group.

   RBManagement consented to the entry of a final judgment enjoining it
   from future violations of Sections 206(1) and 206(2) of the Investment
   Advisers Act of 1940, Sections 34(b) and 36(a) of the Investment
   Company Act of 1940, Section 10(b) of the Securities Exchange Act of
   1934 and Rule 10b-5 thereunder, and Sections 5(b) and 17(a) of the
   Securities Act of 1933. RBManagement also consented to a censure and
   an administrative order requiring it to withdraw its registration with
   the Commission as an investment adviser, cease soliciting new clients