RUPAY BARRINGTON FUNDS INC
N-30D, 1999-09-03
Previous: RUPAY BARRINGTON FUNDS INC, N-30D, 1999-09-03
Next: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD INTERM TERM SER 256, 497, 1999-09-03












The Rupay-Barrington Value Equity Fund
Report from Nelson J. Kjos, Portfolio Manager


Dear Shareholders:

         The Rupay-Barrington Value Equity Fund has paid its first cash dividend
of 5 cents per share at the end of June, 1999. The Fund had a total of 84 stocks
in the portfolio.  Net assets of $943,832,  and a YTD return of 9.0%. The Fund's
top holdings were: Polaroid, Inco Ltd., Champion International, Ashland Inc. and
Public Service of New Mexico. The fund's focus is eclectic.  Buying high quality
balance sheets and expected  future  earnings  within a reasonable  price range.
Many of you have been with me over thirty years,  and if you recall what I wrote
in 1982: The stock market is a business of crises of sudden ups and downs,  that
consistently  occur...well  the second half of 1999 won't be any different.  But
prepared we are to discover the best values in the stock market near and far.


Sincerely,

Nelson J. Kjos
Portfolio Manager
July 30, 1999

Rupay-Barrington Value Equity Fund

                   Schedule of Portfolio
                   Investments
                   June 30, 1999
    Number        (Unaudited)
      of                                                                Market
    Shares        Security Description                                  Value
- ------------     -------------------------------                  --------------
                 COMMON STOCK:                 61.03%

                 AEROSPACE:                     1.63%
           300   AAR Corp                                                $6,805
           300   KLM Royal Dutch Air                                      8,569
                                                                         -------
                                                                         -------
                                                                         15,374
                                                                        --------

                 BUILDING CONSTRUCTION:         1.66%
           300   Louisiana-Pacific Corp.                                  7,124
           200   York                                                     8,563
                                                                        --------
                                                                        --------
                                                                         15,687
                                                                        --------

                 CHEMICALS:                     3.20%
           300   Airgas*                                                  3,674
           300   IMC Global                                               5,288
           300   Lyondell Petrochemical Co.                               6,188
           600   Schulman A Inc.                                         10,313
           300   Wellman Inc. (a)                                         4,781
                                                                        --------
                                                                        --------
                                                                         30,244
                                                                        --------

                 COMMERCIAL SERVICES:           1.48%
           200   Equifax (a)                                              7,137
           300   Manpower                                                 6,788
                                                                        --------
                                                                        --------
                                                                         13,925
                                                                        --------
                 COSMETICS:                     0.71%
           300   Pall Corp                                                6,656
                                                                        --------

                 ELECTRICAL:                    2.04%
           300   Baldor Electric                                          5,962
           300   LG & E Energy                                            6,300
           300   Scana Corp                                               7,013
                                                                          ------
                                                                          ------
                                                                         19,275
                                                                         -------
                ENTERTAINMENT:                  0.90%
           600  Hilton                                                    8,513
                                                                         -------

                FINANCIAL:                      1.52%
           300  Pacific Century Financial                                6,468
                Corp.
           100  S & P Midcap 400 SPDRs                                   7,838
                                                                        --------
                                                                        --------
                                                                         14,306
                                                                        --------

                FOOD PRODUCTS:                  4.85%
           600  Chiquita Brands Int'l Inc.                                5,400
           300  Dole Foods Inc.                                           8,813
           300  Fleming Cos Inc.                                          3,488
           300  Imperial Sugar Co.                                        2,081
           300  Group Ind Moseca                                          2,681
           600  Nash Finch Co.                                            6,056
           300  Sanderson Farms                                           4,275
           300  Smuckers Class A                                          6,675
           300  Universal Foods                                           6,338
                                                                        --------
                                                                        --------
                                                                         45,807
                                                                         -------

                INSURANCE:                      3.05%
           200  HSB Group Inc.                                            8,237
           600  Meadowbrook Insurance Group                               8,175
                Inc.
           200  Ohio Casulty Corp.                                        7,225
           300  Old Republic Int'l                                        5,194
                                                                        --------
                                                                         28,831
                                                                       ---------
                MANUFACTURING:                  6.73%
           500  Cross (A.T.) Co.                                          2,780
           300  Bairnco Corp                                              2,250
           300  Fila Holdings ADR (a)                                     3,544
           300  Federal Signal (a)                                        6,356
           300  Milacron Inc.                                             5,550
           200  N.C.H. Corp                                               9,900
           300  Olin Corp                                                 3,956
         1,000  Pacific Dunlop Ltd                                        5,750
           600  Phillips-Van Heusen (a)                                   5,925
           600  Russell Corp                                             11,700
           300  Timken Co (a)                                             5,850
                                                                        --------
                                                                         63,561
                                                                        --------

                MEDICAL SUPPLIES:               1.08%
           300  Angelica                                                  5,287
           300  Crawford & Co Class B                                     4,875
                                                                        --------
                                                                        --------
                                                                         10,162
                                                                         -------
                METALS:                         4.27%
           300  Asarco                                                    5,644
           300  Brush Wellman                                             5,438
           300  Cyprus Minerals Co.                                       4,519
           600  Homestake Mining Co                                       4,913
           900  Inco Ltd (a)                                             16,200
           300  Placer Dome                                               3,544
                                                                        --------
                                                                        --------
                                                                         40,258
                                                                        --------

                MISCELLANEOUS:                  3.43%
           300  American Greetings (a)                                    9,038
           200  Fluor Corp (a)                                            8,100
           300  National Presto                                          11,475
           600  Olsten Corp                                               3,788
                                                                       ---------
                                                                       ---------
                                                                         32,401
                                                                       ---------

                MUTUAL FUND:                   0.42%
           300  Royce Value Trust                                         3,975
                                                                       ---------

                OFFICE SUPPLIES:               1.27%
           300  John Harland & Co (a)                                     5,981
           300  Steelcase Inc.                                            6,000
                                                                         -------
                                                                         -------
                                                                         11,981
                                                                         -------

                OIL & GAS:                     4.06%
           300  Ashland Inc.                                             12,038
           300  A G L Res Inc                                             5,531
           200  Kerr-McGee (a)                                           10,038
           300  MCN Energy Group (a)                                      6,225
           300  Penzoil                                                   4,500
                                                                         -------
                                                                         -------
                                                                         38,332
                                                                         -------
                PACKAGING/CONTAINERS:          2.05%
           200  Crown Cork and Seal                                       5,700
           300  Longview Fiber Co.                                        4,688
           300  Sonoco Products Co                                        8,981
                                                                        --------
                                                                        --------
                                                                         19,369
                                                                        --------

                PHARMACEUTICALS:              0.94%
           600  OMI Corp                                                  6,600
           300  Perrigo*                                                  2,288
                                                                        --------
                                                                        --------
                                                                          8,888
                                                                        --------
                PUBLISHING:                   5.74%
           200  Dow Jones & Co Inc. (a)                                  10,613
           600  Polaroid Corp  (a)                                       16,575
           300  Readers Digest Assn Inc.                                 11,925
           300  Thomas Nelson                                             3,338
           300  Value Line                                               11,700
                                                                        --------
                                                                        --------

                                                                         54,151
                                                                        --------
                RESTAURANT:                   0.55%
           300  Cracker Barrel                                           5,194
                                                                      ----------

                RETAIL:                       1.30%
           300  Borders Group Inc.*                                      4,744
           500  Caseys General Stores                                    7,500
                                                                        --------
                                                                        --------
                                                                         12,244
                                                                         -------
                TEXTILES:                     2.75%
           300  Culp Inc.                                                 3,150
           300  Champion International                                   14,363
           600  Wolverine World Wide Inc.                                 8,400
                                                                        --------
                                                                        --------
                                                                         25,913
                                                                        --------
                TRANSPORTATION:                1.62%
           300  Alexander & Baldwin Inc.                                  6,675
           200  Browning Ferris (a)                                       8,600
                                                                         -------
                                                                         -------
                                                                         15,275
                                                                         -------
                UTILITIES:                     3.78%
           300  Avista Corp.                                              5,100
           300  Green Mountain Power                                      3,375
           300  Hawaiian Electric                                        10,650
           600  Public Service New Mexico (a)                            11,925
           300  Semco Energy Inc.                                         4,631
                                                                        --------
                                                                         35,681
                                                                        --------

                TOTAL COMMON STOCK:                                     576,003
                                                                        --------
                (Cost: $549,775 )


    Principal
    Amount
- -
      $354,617  SHORT TERM INVESTMENTS:        37.57%
                Firstar Treasury  Fund
                (Cost: $354,617)                                        354,617
                                              --------------

                TOTAL INVESTMENTS:
                (Cost: $904,392)**            98.60%      $930,620
                Other assets-net               1.40%        13,212
                        ------------------------
                        ========================
                          NET ASSETS         100.00%      $943,832
                                                       ========================
 * Non-income producing securities

**Cost for Federal income tax purpose is $904,392 and net
unrealized appreciation consists of:

                         Gross unrealized appreciation                 $30,681
                          Gross unrealized depreciation                (4,453)
                                                                       ---------
                                                                      ==========
                          Net unrealized appreciation                  $26,228
                                                                      ==========


SCHEDULE OF CALL OPTIONS WRITTEN CONTRACTS
                                                           June 30,
                                                            1999    Unrealized
                       Contract Strike Number of Premium  Unaudited Appreciation
Issue                  Month    Price  Contracts Received Market  (Depreciation)
                                                           Value
- ---------------        ---------------------------------------------------------
American Greetings     Oct-99    30.0       3     $598       $788     ($190)
Aeroquip-Vickers Inc.  Aug-99    35.0       2      763      4,550    (3,787)
Browning-Ferris        Sep-99    35.0       2      363      1,750    (1,387)
Dow Jones & Co Inc.    Sep-99    50.0       2      513        925      (412)
Equifax Inc.           Jul-99    35.0       2    1,138        263        875
Federal Signal Corp    Nov-99    22.5       3      391        300         91
Fila Holdings          Jul-99    10.0       3      394        563      (169)
Fluor Corp             Oct-99    40.0       2      363        775      (412)
Harland (John) & Co.   Dec-99    20.0       3      279        469      (190)
Inco Ltd               Oct-99    17.5       3      373        525      (152)
Kerr-McGee Corp        Jul-99    40.0       2      213      2,025    (1,812)
MCN Energy Group       Nov-99    22.5       3      316        863      (547)
Phillips-Van Heusen    Dec-99    10.0       3      429        469       (40)
Polaroid Corp          Jan-00    22.5       3      841      2,025    (1,184)
Polaroid Corp          Jan-00    30.0       3      729        938      (209)
Public Service Co of NMJan-00    22.5       3      335        244         91
Timken Co              Dec-99    22.5       3      316        281         35
Wellman Inc.           Dec-99    15.0       3      635        769      (134)
                                            ====================================
                                            48  $8,989     $18,522   ($9,533)
                                                                     ===========


(a) A portion of this security is subject to call options written.
See Note 5.

See Notes to Financial Statements


RUPAY-BARRINGTON VALUE EQUITY FUND

Statement of Assets and Liabilities
June 30, 1999         (Unaudited)
- --------------------------------------------------------------------------------
ASSETS

Investments at value (identified cost of $904,392)(Notes 1 & 3)         $930,620


 Receivable for investments sold                                         $2,314
 Dividends and interest receivable                                        6,976
                                                                         -------
                                                                          9,290
 Due from investment advisor                                             31,560
                                                                        --------
                      TOTAL ASSETS                                      971,470
                                                                        --------

LIABILITIES

 Options written at value (proceeds $8,989)                              18,522
 Payable for investments purchased                                        3,692
 Distributions payable                                                    4,208
 Accrued expenses                                                         1,216
                                                                         -------
                      TOTAL LIABILITIES                                  27,638
                                                                        --------

NET ASSETS                                                             $943,832
                                                                     ===========

NET ASSET VALUE AND REDEMPTION
 PRICE PER SHARE ($943,832/84,145 shares outstanding)                    $11.22
                                                                       =========

OFFERING PRICE ($11.22x100/95.50)                                        $11.75
                                                                       =========



At June 30, 1999 there were 50,000,000 shares of $.01 par value stock authorized
and components of net assets are:

 Paid in capital                                                       $870,783
 Undistributed net investment income                                        501
 Undistributed net realized gain on investments                          55,853
 Net unrealized gain on investments and options                          16,695
                                                                       ---------
NET ASSETS                                                             $943,832
                                                                       =========

See Notes to Financial Statements



RUPAY-BARRINGTON VALUE EQUITY FUND Statement of Operations Six months ended June
30, 1999 (Unaudited)
- --------------------------------------------------------------------------------

INVESTMENT INCOME
Income:
 Interest                                    $5,000
 Dividend                                     5,917
                                            ---------

     Total income                                                       $10,917


Expenses:
 Investment management
   fees (Note 2)                              2,716
 Recordkeeping and administration
   services (Note 2)                          7,438
 Accounting fees                              7,778
 Transfer agent fees (Note 2)                 5,251
 Audit fees                                   4,000
 Shareholder servicing and reporting            500
 Distribution fees                            1,188
 Custodian fees (Note 3)                      3,030
 Registration fees                              533
                                           ----------

Total expenses                                                           32,434

 Expenses reimbursed or waived                                          (25,879)
 Custody fee credits (Note 3)                                              (274)
                                                                       ---------

Net expenses                                                              6,281
                                                                     -----------

Net investment income                                                     4,636
                                                                      ----------

REALIZED AND UNREALIZED
GAIN ON INVESTMENTS

  Net realized appreciation on investments and options                   55,853
  Net change in unrealized appreciation on investments and options        9,152
                                                                       ---------
                                                                       ---------
Net gain on investments                                                  65,005
                                                                       ---------
  Net increase in net assets
    resulting from operations                                           $69,641
                                                                      ==========

See Notes to Financial Statements


RUPAY-BARRINGTON VALUE EQUITY FUND
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
                                                            August 14, 1998*
                                        Six months ended          to
                                         June 30, 1999       December 31,
                                           (Unaudited)           1998
                                        -------------------  --------------

OPERATIONS
 Net investment income                          $4,636              $1,121
 Net realized gain on investments               55,853                   -
 Net change in unrealized
   appreciation of investments and               9,152               7,543
options
                                        ---------------      --------------
  Net increase
   in net assets resulting
   from operations                              69,641               8,664

DISTRIBUTION TO
SHAREHOLDERS FROM:
 Net investment income                         (4,207)             (1,049)
  ($.05 and $.03 per share)

CAPITAL SHARE TRANSACTIONS
 Net increase in
  net assets resulting
  from capital share
  transactions**                               431,800             438,983
                                        ---------------      --------------
  Net increase
   in net assets                               497,234             446,598
  Net assets at
   beginning of period                         446,598                   -
                                        ---------------      --------------

NET ASSETS at the end
  of the period(Including undistributed       $943,832            $446,598
                                        ===============      ==============
  net investment income of $-, and $72,
  respectively)

**A summary of capital share transactions follows:

                                 Six months ended       August 14, 1998*
                                   June 30, 1999              to
                                    (Unaudited)        December 31, 1998
                        Shares          Value          Shares             Value
                       ------------------------------  -------------------------

Shares sold            44,617       $472,492              43,101        $437,935
Shares
 reinvested
 from distributions        -              -                 103           1,048
Shares
 redeemed              (3,676)       (40,692)                -               -
                       -----------------------------  --------------------------

Net increase           40,941       $431,800              43,204        $438,983
                       ==============================  ========================

*Commencement of operations

See Notes to Financial Statements



RUPAY-BARRINGTON VALUE EQUITY FUND

Financial Highlights
For a Share Outstanding Throughout Each Period
- --------------------------------------------------------------------------------

                                  Six months ended    August 14, 1998* to
                                   June 30, 1999       December 31,
                                     (Unaudited)          1998
                                  -----------------------------------
Per Share Operating
  Performance
Net asset value,
   beginning of period                    $10.34              $10.00
                                     ---------------     ---------------

Income from investment
   operations-
   Net investment income                    0.06                0.03
   Net realized and unrealized
    gain on investments                     0.87                0.34
                                      ---------------     ---------------

    Total from investment
      operations                            0.93                0.37
                                      ---------------     ---------------

Less distributions-
   Distributions from net
    investment income                      (0.05)              (0.03)

    Total distributions                    (0.05)              (0.03)
                                      ---------------     ---------------

Net asset value, end of period             $11.22              $10.34
                                      ==============     ===============

Total Return                                9.00%               3.65%
                                      ===============     ===============

Ratios/Supplemental Data
Net assets, end of period (000's)           $944                $447
Ratio to average net assets (A)
  Expenses before reimbursement (B)         9.51% **           13.76% **
  Expenses-net (C)                          1.84% **            1.55% **
  Net investment income                     1.36% **            1.61% **
Portfolio turnover rate                   80.54%               0.00%

  *Commencement of operations
**Annualized

(A)   Management fee waivers and  reimbursements  reduced the expense ratios and
      increased  net  investment  income  ratios by 7.67%** and 12.21%** for the
      periods ended June 30, 1999 and December 31, 1998, respectively.
(B)   Expense ratio after reimbursement has been increased to include additional
      custodian  fees for the periods  ended June 30, 1999 and December 31, 1998
      which were offset by custodian fee credits.
(C)    Expense  ratio-net  reflects the effect of the  custodian fee credits the
       fund received.

See Notes to Financial Statements











Notes to the Financial Statements
June 30, 1999
(Unaudited)
NOTE 1-SIGNIFICANT ACCOUNTING  POLICIES--The  Rupay-Barrington Value Equity Fund
is a series of  Rupay-Barrington  Funds, Inc. (formerly  Rupay-Barrington  Total
Return Fund, Inc.)(the "Fund") is registered under The Investment Company Act of
1940,  as  a  diversified   open-end  management  company.  The  Fund  commenced
operations on August 14, 1998.

The investment  objective of the fund is to seek capital  appreciation,  current
income and  preservation  of capital by investing in a diversified  portfolio of
equity securities and fixed income securities.

The  following  is a summary of  significant  accounting  policies  consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

A.       Security  Valuation.  Investments  in securities  listed or traded on a
         nationally recognized securities exchange are valued at the last quoted
         sales price on the date the valuations are made.  Securities  regularly
         traded in the  over-the-counter  market are  valued at the last  quoted
         sales price on the NASDAQ System.  If no sales price is available for a
         listed or NASDAQ security,  or if the security is not listed on NASDAQ,
         such  security is valued at a price equal to the mean of the latest bid
         and ask prices.

B.       Federal Income Taxes.  The Fund intends to comply with the requirements
         of  the  Internal  Revenue  Code  applicable  to  regulated  investment
         companies  and  to  distribute   all  of  its  taxable  income  to  its
         shareholders. Therefore, no federal income tax provision is required.

C.       Security  Transactions.  Security transactions are accounted for on the
         trade date.  The cost of  securities  sold is determined on a first-in,
         first-out basis.

D.       Distribution to Shareholders.  Distributions from investment income and
         realized gains, if any, are recorded on the ex-dividend date.

E.       Other.  Dividend income is recorded on the ex-dividend  date.  Interest
         income is recorded on an accrual basis.

F.       Accounting  Estimates.  In preparing financial statements in conformity
         with  generally  accepted  accounting   principles,   management  makes
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities at the date of the financial statements, as well as the
         reported amounts of revenues and expenses during the reporting  period.
         Actual results could differ from those estimates.



<PAGE>

G.   Covered Call Options.  The Fund may write call options, but only on a
     covered basis; that is, the Fund will own the underlying security.  Options
     written by the Fund normally will have  expiration  dates between three and
     nine months from the date written.  The exercise price of a call option may
     be below,  equal to, or above the current  market  value of the  underlying
     security at the time the option is written.  When the Fund writes a covered
     call  option,  an  amount  equal  to the  premium  received  by the Fund is
     recorded  as an  asset  and an  equivalent  liability.  The  amount  of the
     liability is subsequently  "marked-to-market" to reflect the current market
     value of the option  written.  The current market value of a written option
     is the mean between the last bid and asked prices on that day. If a written
     call  option  expires on the  stipulated  expiration  date,  or if the Fund
     enters into a closing purchase transaction,  the Fund realizes a gain (or a
     loss if the closing purchase  transaction exceeds the premium received when
     the option was written)  without regard to any  unrealized  gain or loss on
     the  underlying  security,  and the  liability  related  to such  option is
     extinguished. If a written option is exercised, the Fund realizes a gain or
     a loss from the sale of the  underlying  security  and the  proceeds of the
     sale are increased by the premium originally received.

         A call option gives the  purchaser of such option the right to buy, and
         the writer (the Fund) the obligation to sell,  the underlying  security
         at the stated exercise price during the option period. The purchaser of
         a call  option  has the  right to  acquire  the  security  which is the
         subject of the call option at any time during the option period. During
         the option  period,  in return for the premium paid by the purchaser of
         the  option,  the  Fund  has  given  up  the  opportunity  for  capital
         appreciation  above the  exercise  price should the market price of the
         underlying security increase,  but has retained the risk of loss should
         the price of the underlying security decline. During the option period,
         the Fund may be required at any time to deliver the underlying security
         against  payment of the exercise  price.  This obligation is terminated
         upon the  expiration  of the option  period or at such  earlier time at
         which the Fund effects a closing purchase transaction by purchasing (at
         a price which may be higher than that received when the call option was
         written) a call option identical to the one originally written.

NOTE 2-INVESTMENT  MANAGEMENT AND DISTRIBUTION  AGREEMENTS--The Fund has engaged
Rupay-Barrington  Advisors,  Inc. a wholly-owned  subsidiary of Rupay-Barrington
Financial Group Inc., to manage its  investments.  The Fund pays its Advisors an
investment  management fee for investment management and advisory services which
is computed at an annual rate of 0.80 of 1% of the Fund's daily net assets.

Rupay-Barrington  Financial  Group Inc. has agreed to reimburse the Fund for any
expenses,  during the Fund's first five years of  operations,  which would cause
the Fund's  ratio of  operating  expenses to exceed 1.95% of average net assets.
For the six months ended June 30, 1999, a reimbursement of $25,879 was made.

As provided in the Administrative  Agreement,  the Fund reimbursed  Commonwealth
Shareholder  Services,  Inc.  ("CSS"),  its  Administrative  Agent,  $7,438  for
providing  shareholder  services,  recordkeeping,  administrative  services  and
blue-sky  filings.  The Fund  compensates  CSS for blue-sky  filings and certain
shareholder  servicing  on  an  hourly  rate  basis.  For  other  administrative
services, CSS receives .20% of average daily net assets.

Fund  Services,  Inc.  ("FSI") is the Fund's  Transfer and  Dividend  Disbursing
Agent.  FSI  received  $5,251 for its services for the six months ended June 30,
1999.

Certain  officers and  directors of the Fund are also  officers and directors of
the investment advisor.

NOTE  3-INVESTMENTS\CUSTODY--For  the six months ended June 30,  1999,  the Fund
made purchases and sales of securities  other than short-term  notes  aggregated
$581,792 and $325,905,  respectively.  The custodian has provided credits in the
amount of $274 against custodian and accounting charges based on credits on cash
balances.

NOTE  4-DISTRIBUTION  PLAN--The Fund has adopted a Distribution Plan pursuant to
Rule  12b-1  under  the  Investment  Company  Act  of  1940.  Under  the  plan ,
Rupay-Barrington Securities Corp., a wholly-owned subsidiary of Rupay-Barrington
Financial  Group Inc.,  was entitled to a fee at an annual rate of 0.35 of 1% of
the Fund's daily net assets.  Rupay-Barrington  Securities Corp. uses these fees
to  pay  its  dealers  whose  clients  hold  portfolio   shares  and  for  other
distribution-related  activities.  No  amounts  were paid  during the six months
ended June 30, 1999.

NOTE 5- OPEN COVERED CALL OPTIONS WRITTEN  -Transactions in call options written
during the six months ended June 30, 1999 are summarized as follows:

                                    Option Contracts
                           Number of                 Premiums
                           Contracts                 Received

Beginning of period             24                   $  4,535
Written                         56                     10,560
Closed                           0                          0
Exercised                        0                          0
Expired                     ____32                    __6,106
                                --                     -----
End of period                   48                   $  8,989
                           -----------               --------




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission