Commonwealth Shareholder Services, Inc.
1500 Forest Avenue, Suite 223
Richmond, Virginia 23229
March 16, 1999
Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE; RUPAY BARRINGTON FUNDS, INC.
File No. 811-08516
Gentlemen:
Transmitted herewith is the above-referenced Fund's 24f-2
Notice on Form 24f-2. We have remitted the necessary filing fee to the
Commission's lockbox depository in the amount of $0.00.
Please call me at 1-800-527-9500 if you have any questions.
Sincerely,
/s/ John Pasco, III
John Pasco, III
President and Chairman
Enclosures
cc: Paul Wagner
Fritz Bensler
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Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S.SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Rupay-Barrington Funds, Inc.
3551 S. Monaco Parkway #116
Denver, Colorado 80237
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2.Name of each series or class of securities for which this Form is filed:
Rupay Barrington Total Return Fund
Rupay Barrington Value Equity Fund
Rupay Barrington Growth Fund
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3.Investment Company Act File Number: 811-08516
Securities Act File Number: 033-79068
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4.(a) Last day of fiscal year for which this notice is filed:
December 31, 1998
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4(b). Check box if this notice is being filed more than 90 days after the close
of the issuer's fiscal year.
4(c). Check box if this is the last time the issuer will be filing this Form.
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5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
pursuant to section 24(f):
$788,415
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $1,577,131
(iii)Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending no
earlier than October 11, 1995 that were not
previously used to reduce registration fees payable
to the Commission: $N/A
(iv) Total available redemption credits (add Items 5(ii)
and 5 (iii) -$1 577,131
(v) Net sales - if Item 5(i) is greater than Item 5(iv) (subtract Item
5(iv) from Item 5(i) $ N/A
(vi) Redemption credits available for use in future years if Item 5(i) is
less than Item 5(iv) (subtract Item 5(iv)
from Item 5(i) $3,705.268
(vii) Multiplier for determining registration
fee (see Instructions C-9) $ N/A
(viii) Registration fee due (multiply Item
5(v) by Item 5(vii) (enter "O if
no fee is due): $ 0.00
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6. Prepaid Shares:
If the response to Item 5(i) was determined by deducting an amount of securities
that were registered under the Securities Act of 1933 pursuant to rule 24e-2 as
in effect before October 11, 1997, the report the amount of securities (number
of shares or other units) deducted here: N/A
If there is a number of shares or other units that were registered pursuant to
rule 24e-2 remaining unsold at the end of the fiscal year for which this form is
filed that are available for use by the issuer in future fiscal years, then
state that number here. N/A
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7. Interest due ___ (if this Form is being filed more than 90 days after the end
of the issuer's fiscal year (see Instruction D: $N/A
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8. Total of the amount of the registration fee due plus any interest due (line
5(viii) plus line 7: $0.00
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository: N/A
Method of Delivery:
_____ Wire Transfer
_____ Mail or other means
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ John Pasco, III
John Pasco, III Administrator
Date March 16, 1999
* Please print the name and Title of the signing officer below the signature.
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