RIGHTIME FUND INC
497, 1999-03-16
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Rightime
Family of Funds
[RIGHTIME LOGO]

The Rightime Fund

The Rightime Blue Chip Fund

The Rightime MidCap Fund

The Rightime Social Awareness Fund

Prospectus
March 1, 1999

As with all mutual funds, the U.S. Securities and Exchange Commission 
has not approved or disapproved these securities and has not determined 
the accuracy or completeness of this Prospectus. It is a criminal 
offense to state otherwise. 



Table of Contents

Summary of the Funds
- -----------------------------------------------------------------------
Carefully review this very important section, which summarizes 
each Fund's investment strategies, risks, performance and fees. 

Overall Investment Philosophy                                         2
The Rightime Fund                                                     2
The Rightime Blue Chip Fund                                           3
The Rightime MidCap Fund                                              3
The Rightime Social Awareness Fund                                    4
Performance Information                                               5
Fees and Expenses                                                     7

Investment Objectives, Strategies and Risks
- -----------------------------------------------------------------------
Review this section for more detailed information on each Fund's 
investment objectives, strategies and risks.

The Rightime Fund                                                     8
The Rightime Blue Chip Fund                                           9
The Rightime MidCap Fund                                             10
The Rightime Social Awareness Fund                                   11
Additional Investment Policies                                       12

Management of the Funds
- -----------------------------------------------------------------------
This section describes the management of the Funds.

Board of Directors                                                   13
Investment Advisor                                                   13
Administrator, Transfer Agent and Custodian                          13

Shareholder Account Information
- -----------------------------------------------------------------------
This section explains how to open and maintain your account 
with us, including how to buy, sell and exchange shares of the Funds.

Distribution of Shares                                               14
Pricing of Fund Shares                                               14
Purchasing Shares                                                    14
Selling Shares                                                       16
Dividends, Distributions and Taxes                                   17

Other Information About the Funds
- -----------------------------------------------------------------------
Shareholder Inquiries                                                18
Year 2000                                                            18
Financial Highlights                                                 18



Rightime
Family of Funds
[RIGHTIME LOGO]                                    Summary of the Funds


OVERALL INVESTMENT PHILOSOPHY

The Rightime Family of Funds is made up of four separate mutual funds 
managed according to a common investment philosophy. The Funds pursue 
their objectives by investing in varying portfolios of securities. The 
investment advisor for each Fund, Rightime Econometrics, Inc., uses 
analytical techniques which seek to anticipate and identify major market 
trends which the Advisor believes can affect securities markets over 
periods of time.

Each Fund will establish an "aggressive" portfolio strategy during 
periods when the Advisor anticipates a generally rising trend in the 
securities markets, by investing in securities that the Advisor believes 
will benefit from such a rising trend. During such times, each Fund's 
pursuit of a high return is tempered by an attempt to limit the Fund to 
a reasonable level of risk.

Each Fund will establish a "conservative" portfolio strategy during 
periods when the Advisor anticipates a generally declining trend in 
securities markets, by investing in a manner that emphasizes dividend or 
interest income over gains, and seeks to maintain stability of 
principal. During such times, the Funds utilize investment strategies 
which the Advisor believes offer greater protection from risk and more 
conservative expectations. 

THE RIGHTIME FUND

INVESTMENT 
OBJECTIVE

- - The objective of the Fund is to achieve high total return consistent 
with reasonable risk.

PRINCIPAL 
INVESTMENT STRATEGIES

- - The Fund concentrates its investments in shares of other investment 
companies (mutual funds) and can also make other investments consistent 
with its objective. When using an aggressive strategy, the Advisor 
selects funds and other investments that it believes will perform well 
during a rising trend in securities markets. The Fund uses a flexible 
approach when selecting fund investments that is not limited by the 
underlying fund's investment style (such as Growth, Value, or Balanced) 
or by any specific market capitalization range. When the Advisor 
anticipates a declining trend, the Fund will adopt a conservative 
strategy to invest in cash equivalents, money market funds and other 
investments such as bonds and debt obligations which are intended to 
preserve capital and control risk. In utilizing both the aggressive and 
conservative strategies, the Fund may use options or futures on 
securities or indexes as hedging techniques to assist the Advisor in 
restructuring the Fund's portfolio.

PRINCIPAL RISKS

- - The Fund may invest in common stocks or in funds that invest primarily 
in common stocks. Since common stock prices fluctuate in response to 
market, economic and business conditions, and can decline over short or 
even extended periods, the value of an investment in the Fund may go up 
or down and you could lose money.

- - By investing in shares of investment companies, the Fund indirectly 
pays a portion of the operating, management and other expenses of each 
investment company. Therefore, the Fund's investors may indirectly pay 
higher total operating expenses and other costs than they might pay by 
owning the underlying investment companies directly.

- - The Fund may be affected by losses of the underlying investment 
companies and the level of risk arising from the investment practices of 
such companies. The Fund has no control over the risks taken by such 
investment companies.

- - The Advisor uses analytical techniques to anticipate and identify 
major market trends in order to restructure the Fund's portfolio under 
an aggressive or conservative strategy. If the Advisor incorrectly 
judges turns in the market, the Fund may lose opportunities for gains or 
it may experience losses.

- - The Fund's investments in bonds or debt obligations respond to changes 
in interest rates and to perceptions of creditworthiness of individual 
issuers. Generally, fixed income securities decrease in value as 
interest rates rise and vice versa.

- - The use of hedging techniques by the Fund carries additional risks. 
For example, since the Fund invests in other investment companies, an 
unexpected restructuring of the portfolio of an underlying investment 
company could have an unexpected, and possibly adverse, effect on the 
hedging efforts of the Advisor. In addition, the success of any hedging 
position depends on the ability of the Advisor to predict stock and 
interest rate movements.

THE RIGHTIME 
BLUE CHIP FUND

INVESTMENT 
OBJECTIVE

- - The objective of the Fund is to achieve high total return consistent 
with reasonable risk.

PRINCIPAL 
INVESTMENT STRATEGIES

- - The Fund seeks to achieve its objective by investing primarily in blue 
chip securities ("Blue Chips") and in instruments such as options or 
futures that are based on Blue Chips. Blue Chips include common stocks 
of companies which have: large market capitalizations ($5 billion or 
more); an established history of earnings and dividends; a large number 
of public shareholders; and are traded on major stock exchanges. At 
least 65% of the Fund's assets will be invested in Blue Chips and 
related instruments, and up to 100% may be so invested. When using an 
aggressive strategy, the Fund will invest in Blue Chip securities and 
related instruments which it believes will benefit from a rising trend 
in securities markets. When using a conservative strategy, the Fund may 
invest up to 35% of its assets in securities other than Blue Chips, such 
as cash, cash equivalents, bonds and other debt obligations in an effort 
to control risk. In utilizing both the aggressive and conservative 
strategies, the Fund may use options or futures on securities or indexes 
as hedging techniques to assist the Advisor in restructuring the 
portfolio. 

PRINCIPAL RISKS

- - Common stock prices fluctuate in response to market, economic and 
business conditions and can decline over short or even extended periods. 
Therefore, the value of your investment may go up or down and you could 
lose money. 

- - The Advisor uses analytical techniques to anticipate and identify 
major market trends in order to restructure the Fund's portfolio under 
an aggressive or conservative strategy. If the Advisor incorrectly 
judges turns in the market, the Fund may lose opportunities for gains or 
it may experience losses.

- - The Fund's investments in bonds or debt obligations respond to changes 
in interest rates and to perceptions of creditworthiness of individual 
issuers. Generally, fixed income securities decrease in value as 
interest rates rise and vice versa.

- - The use of hedging techniques carries additional risks. The success or 
failure of any hedging position depends on the ability of the Fund's 
Advisor to predict stock and interest rate movements.

THE RIGHTIME 
MIDCAP FUND

INVESTMENT 
OBJECTIVE

- - The objective of the Fund is to achieve high total return consistent 
with reasonable risk.

PRINCIPAL 
INVESTMENT STRATEGIES

- - The Fund seeks to achieve its objective by investing primarily in 
securities of companies with medium-size market capitalizations 
("MidCaps") between $200 million and $5 billion, and in instruments such 
as options or futures that are based on MidCaps. At least 65% of the 
Fund's assets will be invested in MidCaps and related instruments, and 
up to 100% may be so invested. When using an aggressive strategy, the 
Fund will invest in MidCaps and related instruments which it believes 
will benefit from a rising trend in securities markets. When using a 
conservative strategy, the Fund may invest up to 35% of its assets in 
securities other than MidCaps, such as cash, cash equivalents, bonds and 
other debt obligations in an effort to control risk. In utilizing both 
the aggressive and conservative strategies, the Fund may use options or 
futures on securities or indexes as hedging techniques to assist in 
restructuring the portfolio.

PRINCIPAL RISKS

- - Common stock prices fluctuate in response to market, economic and 
business conditions and can decline over short or even extended periods. 
Therefore, the value of your investment may go up or down and you could 
lose money. 

- - Since MidCaps are not as broadly traded as securities of larger 
capitalized companies, they are often subject to wider and more abrupt 
fluctuations in market prices. In addition, these securities may not be 
as widely researched in the market.

- - The Advisor uses analytical techniques to anticipate and identify 
major market trends in order to restructure the Fund's portfolio under 
an aggressive or conservative strategy. If the Advisor incorrectly 
judges turns in the market, the Fund may lose opportunities for gains or 
it may experience losses.

- - The Fund's investments in bonds or debt obligations respond to changes 
in interest rates and to perceptions of creditworthiness of individual 
issuers. Generally, fixed income securities decrease in value as 
interest rates rise and vice versa.

- - The use of hedging techniques carries additional risks. The success or 
failure of any hedging position depends on the ability of the Fund's 
Advisor to predict stock and interest rate movements.

THE RIGHTIME 
SOCIAL AWARENESS FUND

INVESTMENT 
OBJECTIVES

- - The Fund's primary objective is to achieve growth of capital 
and its secondary objective is current income, consistent with 
reasonable risk.

PRINCIPAL 
INVESTMENT STRATEGIES

- - The Fund seeks to achieve its objectives by investing in securities of 
companies with prospects for above-average capital growth and which also 
show evidence in the conduct of their business, of contributing to the 
enhancement of the quality of human life. This may include companies 
which conduct their business in a socially responsible manner with a 
demonstrated commitment to certain social issues or enterprises that 
make a significant contribution to society through their products and 
services. The Advisor evaluates growth prospects based on an analysis of 
economic factors, industries, trends, sales, earnings, products or 
services, or new technologies or markets. At least 65% of the Fund's 
assets will be invested in securities of companies that satisfy the 
financial and social criteria described. The Fund will invest primarily 
in common stocks, but it may also invest in securities convertible into 
common stocks, preferred stocks and other securities including options 
and futures on securities or indexes. When using an aggressive strategy, 
the Fund will invest in growth stocks and related securities which it 
believes will benefit from a rising trend in securities markets. When 
using a conservative strategy, the Fund may invest in cash, cash 
equivalents, bonds and other debt obligations in an effort to control 
risk. In using both the aggressive and conservative strategies, the Fund 
may use options or futures on securities or indexes as hedging 
techniques to assist in the restructuring of the portfolio.

PRINCIPAL RISKS

- - Common stock prices fluctuate in response to market, economic and 
business conditions and can decline over short or even extended periods. 
Therefore, the value of your investment may go up or down and you could 
lose money. 

- - The Fund may invest in smaller, less well-known companies which may 
involve greater risk than investing in securities of more established 
companies.

- - The Fund's social criteria may limit the availability of investment 
opportunities. Also, the Fund's Advisor may change the social criteria 
used to rate social performance of an issuer without notice to or 
approval by the Fund's shareholders.

- - The Advisor uses analytical techniques to anticipate and identify 
major market trends in order to restructure the Fund's portfolio under 
an aggressive or conservative strategy. If the Advisor incorrectly 
judges turns in the market, the Fund may lose opportunities for gains or 
it may experience losses.

- - The Fund's investments in bonds or debt obligations respond to changes 
in interest rates and to perceptions of creditworthiness of individual 
issuers. Generally, fixed income securities decrease in value as 
interest rates rise and vice versa.

- - The use of hedging techniques carries additional risks. The success or 
failure of any hedging position depends on the ability of the Fund's 
Advisor to predict stock and interest rate movements.

The Funds may not achieve their respective investment goals and they are 
not intended to serve as a complete investment program. Investments in 
the Funds are not bank deposits and are not insured or guaranteed by the 
Federal Deposit Insurance Corporation (FDIC) or any other government 
agency.

PERFORMANCE INFORMATION

YEAR BY YEAR TOTAL RETURNS

The charts and tables that follow help to show the returns and risks of 
investing in the various Funds. The bar charts show changes in each 
Fund's yearly performance over the life of the Fund and the tables 
that follow compare each Fund's average annual total returns with those of 
relevant indexes for the past one, five, and ten-year periods, and for the 
life of the Fund. You should keep in mind that the Fund's past performance is
not necessarily an indication of the Fund's future performance. The bar chart
do not reflect the impact of any applicable sales charges. If these charges 
were reflected, returns would be less than those shown.


[GRAPHIC OMITTED: THE RIGHTIME FUND vertical bar chart]

THE RIGHTIME FUND

1989               11.82%
1990                1.20%
1991               30.14%
1992                3.65%
1993                8.06%
1994                0.83%
1995               26.89%
1996                8.59%
1997               (2.18%)
1998               30.44%

Best Quarter: Q4 1998 18.25%
Worst Quarter: Q3 1986 (12.53%)


[GRAPHIC OMITTED: THE RIGHTIME BLUE CHIP FUND vertical bar chart]

THE RIGHTIME BLUE CHIP FUND

1989               19.56%
1990                1.32%
1991               23.12%
1992                4.10%
1993                7.35%
1994                2.22%
1995               28.98%
1996               10.87%
1997                4.09%
1998               33.91%

Best Quarter: Q4 1998 15.58%
Worst Quarter: Q3 1998 (14.45%)



[GRAPHIC OMITTED: THE RIGHTIME MIDCAP FUND vertical bar chart]

THE RIGHTIME MIDCAP FUND

1991                5.44%
1992               11.52%
1993                5.81%
1994                1.90%
1995               23.99%
1996               10.75%
1997                5.44%
1998               37.16%

Best Quarter: Q4 1998 21.24%
Worst Quarter: Q2 1992 (3.36%)



[GRAPHIC OMITTED: THE RIGHTIME SOCIAL AWARENESS FUND vertical bar chart]

THE RIGHTIME SOCIAL AWARENESS FUND

1990               (7.03%)
1991               23.39%
1992               12.59%
1993               (2.27%)
1994                1.55%
1995               28.65%
1996               12.82%
1997                9.70%
1998               36.34%

Best Quarter: Q4 1998 19.34%
Worst Quarter: Q3 1990 (5.18%)



AVERAGE ANNUAL TOTAL RETURNS (Net of Sales Charges for the periods 
ending December 31, 1998)

- ----------------------------------------------------------------------- 
                         Past         Past         Past         Since
                       One Year    Five Years    Ten Years    Inception 
                                                           September 17, 
                                                                 1985
- -----------------------------------------------------------------------
The Rightime Fund       30.44%       12.13%       11.32%       11.79%
Standard and Poor's 
MidCap 400 Index(1)     19.11%       18.88%       19.34%       18.46%
Lipper Balanced Fund 
Index(2)                15.09%       13.88%       13.31%       13.65%
- -----------------------------------------------------------------------
                         Past         Past         Past         Since
                       One Year    Five Years    Ten Years    Inception 
                                                           July 22, 1987
- -----------------------------------------------------------------------
The Rightime Blue 
Chip Fund               27.54%       14.17%       12.45%       11.08%
Standard and 
Poor's 500 Stock 
Index(3)                28.04%       23.93%       19.20%       15.96%
Lipper Balanced 
Fund Index(2)           15.09%       13.88%       13.31%       11.30%
- -----------------------------------------------------------------------
                         Past         Past         Past         Since
                       One Year    Five Years    Ten Years    Inception 
                                                            November 11,
                                                                 1991
- -----------------------------------------------------------------------
The Rightime MidCap 
Fund                    30.64%       15.12%         N/A        13.04%
Standard and Poor's 
MidCap 400 Index(1)     19.11%       18.88%         N/A        17.92%
Lipper Balanced 
Fund Index(2)           15.09%       13.88%         N/A        13.14%
- -----------------------------------------------------------------------
                         Past         Past         Past         Since
                       One Year    Five Years    Ten Years    Inception 
                                                           March 1, 1990
- -----------------------------------------------------------------------
The Rightime 
Social 
Awareness Fund          29.85%       16.00%         N/A        11.66%
Standard and 
Poor's 500 
Stock Index(3)          28.04%       23.93%         N/A        19.06%
Lipper Balanced 
Fund Index(2)           15.09%       13.88%         N/A        13.35%
- -----------------------------------------------------------------------

(1) Standard & Poor's MidCap 400 Index is an unmanaged index composed of 
400 domestic and Canadian stocks which measures the mid-range sector of 
the U.S. stock market. The index assumes reinvestment of all dividends/ 
distributions and does not reflect any asset-based charges for 
investment manager or other expenses.

(2) Lipper Balanced Fund Index is an equally-weighted performance index, 
adjusted for capital gains distributions and income dividends of the 
largest qualifying mutual funds with a balanced objective. Lipper 
defines a balanced fund as a fund whose primary objective is to conserve 
principal by maintaining at all times a balanced portfolio of both 
stocks and bonds. The Balanced Fund Index is presented for comparison 
because it reflects a risk level that is most equivalent to the risk 
level undertaken by the Funds in the Rightime Family of Funds. The 
Rightime Family of Funds utilize a model approach to investing which 
attempts to control risk by emphasizing income and stability of 
principal during periods in which the market appears to be in a 
declining trend. This approach, over full market cycles, tends to invest 
in equity securities approximately half of the time.

(3) Standard & Poor's 500 Stock Index is an unmanaged index composed of 
400 industrial stocks, 40 financial stocks, 40 utility stocks and 20 
transportation stocks. The index assumes reinvestment of all 
dividends/distributions and does not reflect any asset-based charges for 
investment manager or other expenses.



FEES AND EXPENSES

The following tables describe the fees and expenses that you may pay if 
you buy and hold shares of the Funds. 
- -----------------------------------------------------------------------
                                                                  The 
Shareholder                                           The      Rightime
Transaction Fees         The      The Rightime      Rightime    Social
(Fees paid directly   Rightime     Blue Chip         MidCap    Awareness
from your investment)   Fund          Fund            Fund        Fund
- -----------------------------------------------------------------------
Maximum Sales Charge 
(load) on Purchases 
(as a percentage of 
offering price)         None          4.75%          4.75%        4.75%
Sales Charge on 
Reinvested Dividends    None          None           None         None
Redemption Fees         None          None           None         None
Exchange Fees           None          None           None         None
Maximum Account Fee     None          None           None         None
- -----------------------------------------------------------------------
Annual Fund 
Operating Expenses
(Expenses that are 
deducted from Fund 
assets)
- -----------------------------------------------------------------------
Advisory Fee            0.50%         0.50%          0.50%        0.50%
Distribution and 
Service (12b-1) 
Fees                    0.75%         0.50%          0.50%        0.50%
Other Expenses          1.28%         1.15%          1.25%        1.35%
Total Fund            ------        ------         ------        ------
Operating  
Expenses                2.53%         2.15%          2.25%        2.35%
- -----------------------------------------------------------------------

The following Expense Example shows the expenses that you could pay over 
time and will help you to compare the cost of investing in the Funds 
with the cost of investing in other mutual funds. The Example assumes 
that you invest $10,000 in each Fund and that you earn a 5% annual 
return, with no change in Fund expense levels. The $10,000 and 5% 
figures are required by SEC rules to aid in comparisons between funds. 
This Example is for comparison only. Actual fees and expenses will be 
different.
- ----------------------------------------------------------------------- 
                                                                  The 
                                                      The      Rightime
                        The      The Rightime       Rightime    Social
                      Rightime     Blue Chip         MidCap    Awareness
Expense Example         Fund         Fund             Fund       Fund
- -----------------------------------------------------------------------
1 Year                $  256        $  684           $  693     $  703
3 Years               $  789        $1,118           $1,147     $1,175
5 Years               $1,348        $1,577           $1,626     $1,674
10 Years              $2,872        $2,848           $2,945     $3,041
- -----------------------------------------------------------------------



Rightime
Family of Funds                                  Investment Objectives,
[RIGHTIME LOGO]                                   Strategies and Risks

The Rightime Family of Funds is made up of four separate mutual funds 
managed according to a common investment philosophy. Although the Funds' 
investment objectives are similar, the Funds differ with respect to the 
types of securities that they will normally hold in their portfolios. 
The Funds use a variety of investment techniques in an effort to balance 
portfolio risks and to hedge market risks. The investments of each Fund 
are managed by Rightime Econometrics, Inc., which serves as investment 
advisor. 

The Advisor uses detailed analytical techniques in an effort to 
anticipate and identify major market trends which the Advisor believes 
can affect securities markets over periods of time. The Advisor uses 
this approach to periodically restructure each Fund's portfolio of 
investments to increase gains or income, or to avoid losses. 

Each Fund establishes an "aggressive" strategy when the Advisor 
anticipates a generally rising trend in the securities markets, by 
investing in securities that the Advisor believes will benefit from the 
rising trend. Each Fund establishes a "conservative" strategy when the 
Advisor anticipates a generally declining trend in the securities 
markets. In that case, the Advisor restructures the Funds' portfolios, 
emphasizing income over gains and the maintenance of stability of 
principal.

In addition, when the Advisor anticipates volatile or abnormal market 
conditions, each Fund may adopt a temporary defensive position to 
protect the value of its portfolio assets by investing up to 100% of its 
assets in cash or cash equivalent investments such as U.S. Government or 
money market securities. A temporary defensive position reduces a Fund's 
ability to pursue its investment objective.

THE RIGHTIME FUND

The Rightime Fund's objective is to achieve a high total return 
consistent with reasonable risk. The Fund seeks to achieve this 
objective by using either an aggressive or conservative strategy 
depending on market conditions, and by concentrating its investments in 
shares of other registered investment companies. The Fund may also make 
other investments that are consistent with its objective and policies. 
The Fund will use a variety of investment techniques in an effort to 
generate a high total return, which is made up of the net appreciation 
in the value of its portfolio of investments, together with the interest 
and dividend income generated by such investments. The Fund's pursuit of 
high total return is tempered by an attempt to limit the Fund to a 
reasonable level of risk at all times.

The Fund concentrates its investments in shares of other registered 
investment companies (mutual funds), which means that the Fund invests 
more than 25% of its assets in other mutual funds, and may invest up to 
100% of its assets in such funds. In order to provide for the Fund's 
cash flow needs or when the Fund is otherwise pursuing total return, the 
Fund may invest up to 75% of its assets in other types of investments 
such as common or preferred stocks, cash equivalents (such as U.S. 
government securities, repurchase agreements or certificates of 
deposit), bonds and other debt obligations, stock options, stock index 
options, or financial futures or options on such futures.

During periods when the Advisor anticipates a rising trend in the 
securities markets, it will seek to achieve the Fund's objective by 
establishing an aggressive strategy to invest in fund shares or other 
investments which the Advisor believes will benefit from the rising 
trend. When selecting mutual funds for investment, the Advisor uses a 
risk adjusted analysis (which considers the relative volatility of 
various investments) to evaluate each fund's performance under various 
market conditions and to consider each fund's potential rewards and 
risks. In addition to a fund's past and projected performance, the 
Advisor considers other factors such as the fund's investment objective, 
investment techniques and portfolio structure, as well as its size and 
operational policies. The Advisor uses a flexible approach when 
selecting funds for investment that is not limited to any particular 
investment style or market capitalization range. As a result, the 
Advisor may select a mix of funds that are growth-oriented, value-
oriented or balanced in nature. In addition, the Fund may use stock 
options, stock index options, financial futures or options on such 
futures to hedge the value of its uninvested cash or cash equivalent 
investments. This technique is designed to enable the Fund to quickly 
become more fully invested during a rising market, while the Advisor 
seeks appropriate new investments.

When the Advisor anticipates a generally declining trend in the 
securities markets, it will establish a conservative strategy to seek to 
achieve the Fund's objective by investing in shares of money market 
funds or other investment companies, or by investing up to 75% of its 
assets in cash, cash equivalent investments, bonds or similar 
investments. When applying the conservative strategy to securities 
selection, the Advisor places a greater emphasis on controlling risk, 
consistent with the objective of the Fund. In addition, the Fund may 
also seek to achieve its objective during such a period without 
disturbing or restructuring the portfolio established during an 
aggressive period by using cash, cash equivalents, proceeds of maturing 
securities and net assets to purchase or sell other investments such as 
stocks, bonds and other debt obligations, stock options, stock index 
options, or financial futures and options on such futures. Stock 
options, stock index options, financial futures and options thereon are 
utilized to "hedge" the risks of securities selected during an 
aggressive strategy, including the risks that exist during the period 
when the Advisor is selecting suitable investments to restructure the 
portfolio, and are not entered into for speculative purposes. 

Although the investment companies in which The Rightime Fund invests 
generally will not perform in exactly the same proportions as the 
indexes on which options or futures are available, the Advisor believes 
it can identify certain ratios reflecting relationships between the 
previous performance by such companies and the indexes on which the Fund 
will engage in options or futures transactions. The Advisor will 
attempt to allow for such differences in selecting its "hedging" 
investments. Because the Fund does not control the underlying investment 
company, an unexpected and unprecedented restructuring of the portfolio 
of an underlying investment company could have an unexpected, and 
possibly adverse, effect on the hedging efforts of the Advisor. If the 
Fund invested directly in a portfolio of operating companies, its hedging 
efforts usually would not involve the risk of such an intervening level 
of hedging or defensive investments. This risk is present when the Fund 
invests in other investment companies, because each is separately 
managed by advisors or officers who may also hedge simultaneously or 
take action which may render the Advisor's action ineffective or 
unsuccessful. The Fund benefits, in this respect, from the study of the 
prior records of, and the restrictions and limitations applicable to 
such companies, but is dependent upon the success or failure in these 
efforts of the Advisor.

The Fund must structure its investments in other investment company 
shares to comply with certain provisions of federal securities laws. The 
presently applicable provisions impose limits on the amount of the 
investment of the Fund's assets, and those of its affiliates, in any 
investment company (3% of the total outstanding stock of any such 
company) and these laws and regulations also may adversely affect the 
operations of the Fund with respect to the purchase or redemption of 
shares issued by an investment company. (The underlying investment 
company may be allowed to delay redemption of its shares held by an 
investment company, such as the Fund, in excess of 1% of its total 
assets per month.) Consequently, when the Fund is more heavily 
concentrated in small investment companies, it may not be able to 
readily dispose of such investment company shares and may be forced to 
redeem Fund shares in kind to redeeming shareholders by delivering 
shares of investment companies that are held in the Fund's portfolio. 
The Fund can elect to redeem (subject to the 1% limitation discussed 
above) its investment in an underlying investment company (or sell it if 
the company is a closed-end one) if that action is considered necessary 
or appropriate. 

THE RIGHTIME 
BLUE CHIP FUND

The Fund's objective is to achieve high total return consistent with 
reasonable risk. It seeks to achieve this objective by investing 
primarily in Blue Chips. Blue Chips include common stocks that are 
included in the S&P 500 Index, a stock index of 500 common stocks that 
is a widely recognized index of stock market performance; stocks that 
are included in the Dow Jones Industrial Average Index of 30 common 
stocks, a widely recognized index of general stock market movement; or 
stocks of other issuers of similar size or market depth (such as the 
largest 100 stocks on the Nasdaq National Market System). Such Blue Chip 
securities generally have the following characteristics: (i) large 
capitalization (greater than $5 billion); (ii) an established history of 
earnings and dividends; and (iii) large number of publicly held shares 
and high trading volume, resulting in a high degree of liquidity. Market 
capitalization does not necessarily bear any correlation to other 
financial attributes used to describe the size of the company, such as 
levels of assets, revenues or income. The Fund may also invest in Blue 
Chip instruments, which include options, stock index options, financial 
futures or options on such futures, all of which are based on Blue 
Chips. At least 65% of the Fund's assets, except when maintaining a 
temporary defensive position, will be invested in Blue Chips or Blue 
Chip instruments, and up to 100% may be so invested. 

The Fund also seeks to achieve its objective by making other investments 
selected in accordance with the Fund's investment restrictions and 
policies. The Fund generally seeks to invest in securities that the 
Advisor has determined are consistent with reasonable risk. The Fund 
will use a variety of investment techniques in an effort to generate a 
high total return consisting of the sum of interest, dividend and other 
income and net realized and unrealized appreciation in the value of the 
Fund's portfolio of Blue Chips and Blue Chip instruments. The Fund's 
pursuit of high total return is tempered by an attempt to limit the Fund 
to a reasonable level of risk at all times. 

During periods when the Advisor anticipates a rising trend in the 
securities markets, it will seek to achieve the Fund's objective by 
establishing an aggressive strategy to invest in a portfolio of 
securities which the Advisor believes will benefit from such a trend. In 
order to make allowance for cash needs of the Fund or when the Fund is 
otherwise pursuing appreciation in its portfolio, the Fund may also 
invest up to 35% of its asset value in investment vehicles which are not 
Blue Chips. In addition, the Fund may use stock options, stock index 
options, financial futures or options on such futures to hedge the value 
of its uninvested cash or cash equivalent investments. This technique is 
designed to enable the Fund to quickly become more fully invested during 
a rising market, while the Advisor seeks appropriate new investments.

When the Advisor anticipates a generally declining trend in securities 
markets, it will establish a conservative strategy to seek to achieve 
its objective by investing up to 35% in securities other than Blue 
Chips, such as cash, cash equivalents, bonds and other debt obligations. 
In applying the conservative strategy to securities selection, a greater 
emphasis is placed on controlling risk, consistent with the objective of 
the Fund. In addition, the Fund may also seek to achieve its objective 
during such a period without disturbing or restructuring the portfolio 
established during an aggressive period by using cash, cash equivalents, 
proceeds of maturing securities and net assets to purchase or sell other 
investments such as stocks, bonds and other debt obligations, stock 
options, stock index options, or financial futures and options on such 
futures. Stock options, stock index options, financial futures and 
options thereon are utilized to "hedge" the risks of securities selected 
during an aggressive strategy, including the risks that exist during the 
period when the Advisor is selecting suitable investments to restructure 
the portfolio, and are not entered into for speculative purposes. 

THE RIGHTIME 
MIDCAP FUND

The Fund's objective is to achieve high total return consistent with 
reasonable risk. It seeks to achieve this objective by investing 
primarily in securities of companies with medium-size market 
capitalization ("MidCaps"). At least 65% of the Fund's assets will 
usually, except when maintaining a temporary defensive position, be 
invested in MidCaps, and up to 100% may be so invested. The Fund 
generally considers a medium-size market capitalization to be between 
$200 million and $5 billion. Market capitalization means the total 
market value of a company's outstanding common stock. MidCaps include 
common stocks that are included in the Standard & Poor's MidCap 400 
Stock Index, an index of stock market performance of 400 stocks, and 
options, stock index options, stock index futures and options on stock 
index futures, based on MidCap common stocks. The securities of 
companies with medium-size market capitalization are traded on the New 
York Stock Exchange and the American Stock Exchange and in the over-the-
counter market. Market capitalization does not necessarily bear any 
correlation to other financial attributes used to describe the size of 
the company, such as levels of assets, revenues or income.

The Fund also seeks to achieve its objective by making other investments 
selected in accordance with the Fund's investment restrictions and 
policies. The Fund generally seeks to invest in securities that the 
Advisor has determined are consistent with reasonable risk. The Fund 
will use a variety of investment techniques in an effort to generate a 
high total return consisting of the sum of interest, dividend and other 
income and net realized and unrealized appreciation in the value of the 
Fund's portfolio of MidCap securities. The Fund's pursuit of high total 
return is tempered by an attempt to limit the Fund to a reasonable level 
of risk at all times. 

During periods when the Advisor anticipates a rising trend in the 
securities markets, it will seek to achieve the Fund's objective by 
establishing an aggressive strategy to invest in a portfolio of 
securities which the Advisor believes will benefit from such a trend. In 
order to make allowance for cash needs of the Fund or when the Fund is 
otherwise pursuing appreciation in its portfolio, the Fund may also 
invest up to 35% of its asset value in investment vehicles which are not 
MidCaps. In addition, the Fund may use stock options, stock index 
options, financial futures or options on such futures to hedge the value 
of its uninvested cash or cash equivalent investments. This technique is 
designed to enable the Fund to quickly become more fully invested during 
a rising market, while the Advisor seeks appropriate new investments.

When the Advisor anticipates a generally declining trend in securities 
markets, it will establish a conservative strategy to seek to achieve 
its objective by investing up to 35% in securities other than MidCaps, 
such as cash, cash equivalents, bonds and other debt obligations. In 
applying the conservative strategy to securities selection, a greater 
emphasis is placed on controlling risk, consistent with the objective of 
the Fund. In addition, the Fund may also seek to achieve its objective 
during such a period without disturbing or restructuring the portfolio 
established by the Fund during an aggressive period by using cash, cash 
equivalents, proceeds of maturing securities, and new assets to purchase 
or sell other investments such as stocks, bonds and other debt 
obligations, stock options, stock index options, or financial futures 
and options on such futures. Stock options, stock index options, 
financial futures and options thereon are utilized to "hedge" the risks 
of securities selected during an aggressive strategy, including the 
risks that exist during the period when the Advisor is selecting 
suitable investments to restructure the portfolio, and are not entered 
into for speculative purposes. 

THE RIGHTIME 
SOCIAL AWARENESS FUND

The Fund's primary objective is to achieve growth of capital and its 
secondary objective is current income, consistent with reasonable risk. 
The Fund will attempt to invest in companies which, in the opinion of 
the Advisor, have prospects for above-average growth, and also show 
evidence in the conduct of their business, relative to other companies 
in the same industry, of contributing to the enhancement of the quality 
of human life. This may include companies which conduct their business 
in a socially responsible manner with a demonstrable commitment to 
certain social issues or enterprises that make a significant 
contribution to society through their products and services, as well as 
through the way they do business. 

The Fund generally seeks to invest in securities that the Advisor has 
determined are consistent with reasonable risk and offer prospects for 
above-average capital growth. The Fund will normally invest at least 65% 
of its total assets in securities of companies which satisfy the 
financial and social criteria described. The Fund will invest primarily 
in common stocks, but may also invest in securities convertible into 
common stocks, preferred stocks and other securities, including bonds 
and other debt obligations, cash equivalents (such as certificates of 
deposit or repurchase agreements), and stock options, stock index 
options, financial futures and options on such futures. These securities 
are selected by the Advisor generally on the basis of industry analysis, 
including analysis of underlying economic factors, financial 
characteristics and trends, securities prices and trends, sales, 
earnings, products or services, new technology and markets. The Fund 
generally invests in United States equity securities that are listed on 
securities exchanges or traded in the over-the-counter market. The 
Fund's investments may or may not pay current dividends. The Fund will 
invest in securities of well-known and established companies as well as 
smaller, less well-known companies that it believes have prospects for 
above-average capital growth. The Fund's investments in smaller, less 
well-known companies may involve greater risks than are inherent in 
securities of more established companies.

The Fund will use a variety of investment techniques in an effort to 
generate growth of capital and other returns consisting of the sum of 
interest, dividend and other income and net realized and unrealized 
appreciation in the value of the Fund's portfolio. The Fund's pursuit of 
growth of capital is tempered by an attempt to limit the Fund to a 
reasonable level of risk at all times. 

During periods when the Advisor anticipates a rising trend in the 
securities markets, it will seek to achieve the Fund's objective by 
establishing an aggressive strategy to invest in a portfolio of 
securities which the Advisor believes will benefit from such a trend. In 
addition, the Fund may use stock options, stock index options, financial 
futures or options on such futures to hedge the value of its uninvested 
cash or cash equivalent investments. This technique is designed to 
enable the Fund to quickly become more fully invested during a rising 
market, while the Advisor seeks appropriate new investments. 

When the Advisor anticipates a generally declining trend in securities 
markets, it will establish a conservative strategy to seek to achieve 
its objective by investing in securities such as cash, cash equivalents, 
bonds and other debt obligations. In applying the conservative strategy 
to securities selection, a greater emphasis is placed on controlling 
risk, consistent with the objective of the Fund. In addition, the Fund 
may also seek to achieve its objective during such a period without 
disturbing or restructuring the portfolio established during an 
aggressive period by using cash, cash equivalents, proceeds of maturing 
securities and net assets to purchase or sell other investments such as 
stocks, bonds and other debt obligations, stock options, stock index 
options, or financial futures and options on such futures. Stock 
options, stock index options, financial futures and options thereon are 
utilized to "hedge" the risks of securities selected during an 
aggressive strategy, including the risks that exist during the period 
when the Advisor is selecting suitable investments to restructure the 
portfolio, and are not entered into for speculative purposes.

After determining that a prospective investment meets the financial 
criteria described above, the Advisor will seek to select securities for 
the Fund based upon an analysis of the relative social performance of 
the issuer. The Advisor will numerically rate the social performance of 
each issuer regarding specific social issues and rate the overall social 
performance of each issuer between 1 and 10, with 1 indicating the 
highest rating and 10 indicating the lowest. In its ratings, the Advisor 
considers information provided by various sources, including the issuers 
of securities, publicly disclosed corporate documents filed with federal 
agencies, and information provided by Kinder, Lydenberg, Domini & Co. 
and its Domini Social Index (the "DSI 400"). The DSI 400 is a market 
capitalization-weighted common stock index which monitors the 
performance of 400 corporations that pass multiple, broad-based social 
screens. The DSI 400 consists of approximately 250 companies included in 
the S&P 500 Index, approximately 100 of the largest companies not 
included in the S&P 500 Index or companies providing industry 
representation, and 50 companies with particularly strong social 
characteristics. Although the Advisor may select companies listed in the 
DSI 400 for investment, it is not limited to the selection of such 
companies.

ADDITIONAL 
INVESTMENT POLICIES

DERIVATIVES 
AND ASSOCIATED RISKS

The Funds may engage in a variety of transactions using "derivatives," 
such as financial futures and options. Financial futures include stock 
index futures and futures on other types of securities or indexes. The 
Funds may also invest in options on securities or indexes. Derivatives 
are financial instruments whose value depends upon, or is derived from, 
the underlying investment, pool of investments, index or currency. The 
Funds intends to invest in such instruments that are traded on U.S. 
exchanges, or in individually negotiated transactions with other parties 
(also known as "over-the-counter").

The Funds will engage in such transactions in an effort to enhance its 
objective by receiving premiums for writing covered call and put 
options, to protect itself against increases in the prices of securities 
it may ultimately want to buy, and also to protect itself against 
declines in market value of its common stocks and/or investment company 
holdings. The selection of the foregoing techniques or any combination 
of them to be used at any particular time will depend upon an assessment 
by the Fund's Advisor as to the relative implementation costs and the 
liquidity of the particular secondary market in which such derivatives 
are traded.

An option position may be closed out only on an exchange or with a 
dealer who provides a secondary market for an option of the same series. 
Although the Funds generally will purchase or write only those options 
for which the Advisor believes there is an active secondary market, 
there is no assurance that a liquid secondary market on an exchange will 
exist for any particular option. In such event, it might not be possible 
to effect closing transactions in particular options, with the result 
that the Fund would have to exercise its options in order to realize any 
profit or allow the option to expire. The inability to close-out these 
options may result in a loss to the Fund. If exercised, the Fund would 
incur brokerage commissions upon the subsequent disposition of 
underlying securities acquired. The success of any hedging position 
depends on the ability of the Advisor to predict stock and interest rate 
movement. 

In connection with futures and options, the Funds will maintain certain 
collateral in special accounts established by Futures Commission 
Merchants in the care of the Funds' custodian bank. While the Funds do 
not engage in futures for speculative purposes, there are risks which 
result from the use of futures. Such risks are described in this 
Prospectus and the Statement of Additional Information. The Funds are 
not registered as commodity pool operators and the Advisor is not 
registered as a commodities trading advisor, in reliance upon various 
exemptive rules. 

PORTFOLIO TURNOVER

The Funds expect a portfolio turnover rate higher than that of other 
funds with similar objectives. Each Fund presently estimates that its 
annualized portfolio turnover rate generally will not exceed 300%. 
Depending on market conditions, deviation may be substantial. Higher 
portfolio turnover rates may result in increased brokerage costs as well 
as greater realization of gains and losses for tax purposes.



Rightime
Family of Funds
[RIGHTIME LOGO]                                 Management of the Funds

BOARD OF
DIRECTORS

The management of the business and affairs of the Funds is the 
responsibility of the Board of Directors of The Rightime Fund, Inc. (the 
"Company"). Each Fund is a series of the Company. The Board elects 
officers to manage the day-to-day affairs of the Funds. The Board is 
also responsible for selecting the Funds' Advisor and other service 
providers.

INVESTMENT 
ADVISOR

The investments of each Fund are managed by Rightime Econometrics, Inc., 
1095 Rydal Road, Rydal, PA 19046-1711. The Advisor has provided 
investment management services to the Funds and to separately managed 
accounts since 1979 and currently has approximately $2 billion 
(including the Funds) in assets under management.

Pursuant to the Advisory Agreement for each Fund, the Advisor, subject 
to the supervision of the Company's Board of Directors, manages the 
assets of each Fund in accordance with the stated objective, policies 
and restrictions of the Fund. The Advisor is responsible for selecting 
brokers and dealers (including, when appropriate, Lincoln Investment 
Planning, Inc. or other affiliated broker/dealers) to execute 
transactions for each Fund. The Board has also authorized the Advisor 
and the Company's officers to consider sales of Fund shares when 
allocating brokerage, subject to the policy of obtaining best price and 
execution of such transactions. The Advisor will also keep certain books 
and records in connection with its services to each Fund. 

As compensation for its services, the Advisor receives a fee, computed 
daily and payable monthly, at the annualized rate of 0.50% of the 
average daily net assets of each of The Rightime Fund, The Rightime Blue 
Chip Fund, The Rightime MidCap Fund, and The Rightime Social Awareness 
Fund.

Portfolio Manager -- David J. Rights, the Chairman of the Board, 
President, and Treasurer of The Rightime Fund, Inc., has been the 
Portfolio Manager of each Fund since its inception. Mr. Rights is the 
President and owner of all of the voting common stock of the Advisor, 
and has provided Lincoln Investment Planning, Inc. with investment 
research and related consulting services for over nineteen years. 

ADMINISTRATOR, 
TRANSFER AGENT 
AND CUSTODIAN

The Company has selected Rightime Administrators, Inc. to serve as the 
administrator of the Funds and to administer the Fund's affairs subject 
to the supervision of the Company's Board of Directors. Rightime 
Administrators, Inc. furnishes each Fund with office facilities, and with 
any ordinary clerical and bookkeeping services not furnished by the Fund's
transfer agent or custodian. Rightime Administrators, Inc. has also 
retained Lincoln Investment Planning, Inc. to provide certain accounting 
and shareholder services for each Fund and to serve as transfer agent, 
dividend disbursing agent and redemption agent for the Funds. First Union 
National Bank acts as the custodian of the securities and cash of each Fund.

Rightime
Family of Funds
[RIGHTIME LOGO]                         Shareholder Account Information

DISTRIBUTION 
OF SHARES

Lincoln Investment Planning, Inc. promotes the distribution of the 
shares of Funds in accordance with Distribution Agreements with the 
Company for each Fund. Lincoln has retained RTE Securities, Inc., a 
separate broker/dealer firm, to provide consulting services and to 
assist with wholesaling activities for the Funds. David J. Rights is 
also the owner of RTE Securities, Inc., as well as a consultant for 
Lincoln. Edward S. Forst, Sr., who is a Director and the Vice-President 
and Secretary of the Company, is also the Chairman of the Board of 
Lincoln. Mr. Rights and Mr. Forst are considered to be "affiliated 
persons" of the Funds under the Investment Company Act. 

As compensation for its services, Lincoln receives fees under each 
Fund's Rule 12b-1 Distribution Plan, computed daily and payable monthly, 
at an annualized rate of each Fund's average daily net assets of 0.75% 
for The Rightime Fund, and 0.50% for The Rightime Blue Chip Fund, The 
Rightime MidCap Fund, and The Rightime Social Awareness Fund. The 
Distribution Plans provide that each Fund's costs may not exceed the 
annual rates listed above for payments to Lincoln, sales representatives 
or third parties who render promotional and distribution services, for 
items such as advertising expenses, selling expenses, commissions or 
travel reasonably intended to result in sales of shares of the Funds and 
for the printing of prospectuses sent to prospective investors. Because 
these fees are paid out of the Funds' assets on an ongoing basis, over 
time these fees will increase the cost of your investment and may cost 
you more than paying other types of sales charges. The Funds will not 
bear any distribution expenses in excess of their payments to Lincoln 
under the Plans at the rates set forth above. 

PRICING 
OF FUND SHARES

Orders for purchases are effected at the offering price next calculated 
by each Fund after receipt of the order by the Fund's transfer agent. 
The net asset value ("NAV") of shares of each Fund equals the total 
value of its assets, less its liabilities, divided by the number of its 
outstanding shares. Expenses of the Funds, including the fees of the 
Advisor, the administrator, and the distributor, are accrued each day. 
The public offering price consists of the NAV per share next calculated 
plus any applicable sales charge. Shares are valued as of the close of 
regular trading on the New York Stock Exchange ("NYSE") each day that 
the NYSE is open for trading. Expenses and fees of each Fund are accrued 
daily and taken into account for the purpose of determining the NAV. 

The Rightime Fund will value redeemable securities issued by open-end 
investment companies using their respective NAV determined at the close 
of the NYSE. All Funds will value a portfolio security listed on a 
securities exchange at the last sales price on the security's principal 
exchange on that day. Listed securities not traded on an exchange that 
day, and other securities which are traded in the over-the-counter 
market will be valued at the last reported bid price in the market on 
that day, if any. Options and financial futures traded on national 
security or commodities exchanges are valued as of the close of trading 
of the underlying securities on such exchanges. Securities for which 
market quotations are not readily available and all other assets will be 
valued at their respective fair market value as determined in good faith 
by, or under procedures established by the Board of Directors. 

PURCHASING 
SHARES

- - The minimum investment amount is $1,000. Each Fund may waive the 
minimum investment amounts for qualified tax- sheltered retirement 
plans.

- - You can purchase shares of any Fund by contacting the Fund's 
Distributor or by purchasing through a dealer or financial institution 
that has a dealer agreement with the Distributor.

- - Shares may be purchased initially by completing the enclosed 
application and mailing it, together with your check made payable to 
"The Rightime Fund, Inc." to either address:

Rightime Fund Quick Mail      The Rightime Family of Funds
P.O. Box 13813                218 Glenside Avenue
Philadelphia, PA 19101-3813   Wyncote, PA 19095-1595
(regular mail)                (express delivery)

- - Orders for purchases are effected at the offering price next 
calculated by each Fund.

- - Subsequent investments to existing accounts must be at least $25. 
Investments may be made at any time. Please include the "Invest By Mail" 
stub from your previous confirmation statement. It is important to 
include your account number with all subsequent purchases or 
correspondence.

- - Sales charges may be reduced or waived for certain groups. Each 
Fund must be notified at the time of purchase that the purchase of 
shares would qualify for the reduced sales load. Consult the Funds' 
Statement of Additional Information, your financial advisor or the Funds 
for further details.

- - The Company reserves the right in its sole discretion to: 
(i) suspend the offering of its shares; (ii) reject purchase orders when 
it is in the best interest of a Fund; and (iii) reduce or waive the 
minimum for initial and subsequent investments.

- - A Fund may charge a $15 annual maintenance fee to accounts which 
have no new purchases during a calendar year (excluding reinvestments of 
dividends and capital gains), and which have balances that remain below 
$1,000 during the last six months of that calendar year. The Fund will 
provide a 90-day notice to the shareholder, during which period the 
shareholder may increase their account balance to $1,000 in order to 
avoid any fee. The Fund will not charge a fee if the account balance 
declines below $1,000 solely as a result of a market decline or sales 
charge, or if the account is actively participating in a systematic 
withdrawal plan. 

- - For information on how to purchase shares by wire and the issuance of 
stock certificates, please contact the Fund at 
1-800-866-9393.

There are no sales charges for purchasing shares of The Rightime Fund. 
Shares of The Rightime Blue Chip Fund, The Rightime MidCap Fund and The 
Rightime Social Awareness Fund are purchased at the offering price which 
reflects a maximum sales charge of 4.75%. Lower sales charges apply for 
larger purchases as follows:
- -----------------------------------------------------------------------
                                            Sales Load as % of
                                   ------------------------------------
                                   Offering       Amount      Dealer's 
Amount of Purchase                  Price        Invested    Concession*
- -----------------------------------------------------------------------
Less than $50,000                    4.75%         4.99%       4.25%
$50,000 but under $100,000           3.75          3.90        3.35
$100,000 but under $500,000          2.75          2.83        2.45
$500,000 but under $1,000,000        1.75          1.80        1.55
$1,000,000 but under $2,000,000      0.75          0.76        0.65
For amounts of $2 million or more there is no sales load.
- -----------------------------------------------------------------------

* In some circumstances, Lincoln may allow a larger percentage of the 
sales charge to dealers. Such dealers may have additional responsibilities 
under the federal securities laws.

SELLING 
SHARES

- - Shareholders can sell (redeem) their shares any day the NYSE is open, 
either through their financial advisor or directly to the Fund. 
Redemptions will be effected at the NAV next determined after the 
receipt of a redemption request.

- - The Funds normally send redemption proceeds on the next business day 
but, in no event later than seven days, or earlier if required under 
applicable law. Delivery of the proceeds of a redemption of shares 
purchased and paid for by check or shares purchased by the automatic 
investing plan shortly before the receipt of the redemption request may 
be delayed until the Fund determines that its custodian has completed 
collection of the funds. This may take up to 15 days. 

- - Any redemption proceeds may be reinvested in the Fund without any 
sales charges within 90 days of the redemption date.

- - By mail -- Redemption requests may be made in writing. The writing 
must:

(bullet) include the identity of the shareholder's fund and account 
number,

(bullet) state the dollar amount or number of shares to be redeemed, and

(bullet) include the signatures of all registered owners exactly as the
account is registered.

- - The following redemption requests must be accompanied by a signature 
guarantee: amounts in excess of $25,000; if the proceeds are to be made 
payable to someone other than the registered owner(s); or if the 
proceeds are to be sent elsewhere than the address of record.  A 
signature guarantee verifies the authenticity of the shareholder's 
signature and may be obtained from an acceptable financial institution 
such as a bank, savings and loan association, trust company, credit 
union, broker/dealer, registered securities association or clearing 
agency. A notarized signature is not acceptable. 

- - By telephone -- Redemptions by shareholders and their dealer 
representatives may be made by telephone by calling 
1-800-866-9393. Telephone redemptions must be paid to the registered 
owner(s) and mailed to the address of record or wired to the bank 
account designated on record at the Fund. Telephone redemptions may not 
exceed $25,000 in any 15-day period. There are some additional 
restrictions on telephone redemptions. Please call the Fund for further 
information.

- - The Fund's transfer agent will employ reasonable procedures to confirm 
that instructions communicated by telephone are genuine. These calls are 
recorded for your protection. For the protection of the shareholder and 
the Fund, a transaction may be delayed or not implemented when the 
transfer agent is not reasonably satisfied that the telephone 
instructions are genuine. If such procedures are followed to ensure 
against unauthorized transactions, neither the Fund nor its transfer 
agent will be responsible for any losses.

- - If the Board of Directors determines that it would be detrimental to 
the best interest of the remaining shareholders of a Fund to make 
payment in cash, the Fund may pay the redemption price in whole or in 
part by distribution in kind of securities from the portfolio of the 
Fund. If shares are redeemed in kind, the redeeming shareholder may 
incur brokerage costs for converting the assets into cash.

- - Each Fund reserves the right to redeem a shareholder's account where 
the account has fallen below $1,000. The Fund will advise the 
shareholder of its intention to redeem in writing at least 90 days prior 
to effecting such redemption. After the shareholder receives this 
notice, he or she may purchase additional shares in any amount necessary 
to bring the account back to $1,000. The Fund will not redeem an account 
that is worth less than $1,000 solely as a result of market decline, or 
if the account is actively participating in a systematic withdrawal 
plan. The Fund will not redeem a shareholder's account that has been 
charged an annual maintenance fee within the current calendar year.

- - If the shares to be redeemed were issued in certificate form, the 
certificates must be endorsed and must be submitted with the redemption 
request.

- - Under unusual or extreme circumstances, the Board of Directors may 
suspend the right of redemption or postpone the date of payment for 
seven days or more.

AUTOMATIC 
INVESTING PLAN

- - Shareholders who want to invest regularly may participate in the 
Automatic Investing Plan. This plan allows you the opportunity to 
purchase shares through pre-authorized withdrawals from your bank 
account. The minimum investment amount is $25. These investments are 
made on the 15th day of each month or the next business day thereafter.

EXCHANGE 
OF SHARES

- - The exchange privilege allows shareholders of a Fund to exchange all 
or part of their shares into any other Fund without paying an additional 
sales charge. No transaction fees are charged for exchanges, except that 
exchanges from the Rightime Fund (which has no front-end sales charge) 
into another Fund in the Rightime family, will be subject to the sales 
charge of the other Fund. Exchanges will be effected at the net asset 
price or public offering price next determined after the receipt of the 
exchange request. 

- - To complete an exchange of Fund shares you may:

(bullet) Make a telephone exchange request by calling the Fund at 
1-800-866-9393. Shareholders automatically receive this privilege, 
unless the shareholder waives it on the application or by notifying the 
Fund. Proper identification is needed at the time of the exchange. 
Shares issued in certificate form may not be exchanged by telephone.

or

(bullet) Write the Fund notifying us of your request to exchange shares 
of the Fund. Write to The Rightime Fund, Inc., P.O. Box 13813, 
Philadelphia, PA 19101-3813.

- - An exchange for tax purposes constitutes the sale of one Fund and the 
purchase of another. The sale may involve either a capital gain or loss 
to the shareholder for federal income tax purposes. (See "Dividends, 
Distributions and Taxes.") 

- - The exchange privilege may be changed or eliminated at any time 
without notice to shareholders.

SYSTEMATIC WITHDRAWAL PLAN

- - Shareholders with at least $5,000 in a Fund account can establish a 
Systematic Withdrawal Plan. Amounts of at least $25 can be withdrawn on 
a monthly, quarterly, semiannual or annual basis. If you are interested, 
please contact the Fund for instructions on how to establish this plan.

DIVIDENDS, 
DISTRIBUTIONS 
AND TAXES

Each Fund will declare and pay annual dividends to shareholders of 
substantially all of its net investment income, if any, earned during 
the year from investments and will distribute gains, if any, once a 
year. Reinvestments of dividends and distributions in additional shares 
of the Fund will be made at the net asset value determined on the 
payable date, unless the shareholder elected to receive the dividends 
and/or distributions in cash. An election may be changed at any time by 
notifying the Fund.

In general, distributions from each Fund are taxable to you as either 
ordinary income or capital gains. This is true whether you reinvest your 
distributions in additional shares of a Fund or receive them in cash. 
Any long-term capital gains distributed by a Fund are taxable to you as 
long-term capital gains no matter how long you have owned your shares.

Every January, you will receive a statement that shows the tax status of 
distributions you received for the previous year. Distributions declared 
in December but paid in January are taxable as if they were paid in 
December. Distributions taxed as capital gains may be taxable at 
different rates depending on how long the Fund holds its assets.

When you sell your shares of a Fund, you may have a capital gain or 
loss. For tax purposes, an exchange of your shares of a Fund for shares 
of a different Rightime Fund is the same as a sale. The tax rate on any 
gain from the sale or exchange of your shares depends on how long you 
have held your shares. Fund distributions and gains from the sale or 
exchange of your shares will generally be subject to state and local 
income tax. Non-U.S. investors may be subject to U.S. withholding and 
estate tax. You should consult your tax professional about federal, 
state, local or foreign tax consequences.

By law, a Fund must withhold 31% of your distributions and proceeds if 
you do not provide your correct taxpayer identification number ("TIN") 
or certify that your TIN is correct, or if the IRS instructs a Fund to 
do so.

Rightime
Family of Funds
[RIGHTIME LOGO]                       Other Information About the Funds

SHAREHOLDER INQUIRIES

Please direct any questions or requests that you may have concerning the 
Funds by calling 1-800-866-9393 or by writing to The Rightime Fund, 
Inc., P.O. Box 13813, Philadelphia, PA 19101-3813.

YEAR 2000

Like other mutual funds, as well as other financial and business 
organizations worldwide, the Funds could be adversely affected if the 
computer systems used by the Funds or its service providers in 
performing their investment or administrative functions do not properly 
process and calculate date-related information and data as of and after 
January 1, 2000. This is commonly referred to as the "Year 2000 Issue." 

The Company is taking steps that it believes are reasonably designed to 
address the Year 2000 Issue with respect to computer systems that it 
uses and to obtain reasonable assurances that comparable steps are being 
taken by the Company's other major service providers. In addition, the 
Year 2000 Issue may adversely affect the companies in which the Funds 
invest. For example, these companies may incur substantial costs to 
correct any problems and may suffer losses caused by data processing 
errors. At this time there can be no assurance that the remedies 
addressing the Year 2000 Issue will be sufficient to avoid any adverse 
impact to the Funds. The Funds will continue to monitor developments 
relating to this issue, including the development of contingency plans 
for providing back-up computer services in the event of a systems 
failure.

FINANCIAL HIGHLIGHTS

The financial highlights tables on the following pages are intended to help 
shareholders understand the Funds' recent financial performance during the 
past five fiscal years ended October 31. The Funds' financial highlights 
for each of the periods presented have been audited by Tait, Weller & Baker,
independent auditors. Total returns represent the rate that an investor 
would have earned or lost on an investment in the Fund, assuming 
reinvestment of all dividends and distributions. The Funds' financial 
statements, notes to financial statements and report of independent 
accountants are included in the Statement of Additional Information as 
well as in the Funds' Annual Report to Shareholders, which are available 
upon request.



<TABLE>
<CAPTION>

Rightime                                                                                                       Financial
Family of Funds                                                                                               Highlights
[RIGHTIME LOGO]                                           (For a Share Outstanding Throughout Each Year Ended October 31)

The Rightime Fund                                    1998           1997            1996             1995            1994
- -------------------------------------------  ------------   ------------    ------------     ------------    ------------
<S>                                               <C>            <C>             <C>              <C>             <C>
Net Asset Value, Beginning of Year                 $29.95         $32.09          $37.55           $35.50          $37.42
Net Investment Income (Loss)                         0.43           0.43            1.14            (0.10)           0.29
Net Realized and Unrealized Gains
(Losses) on Investments                              5.16          (1.24)           2.11             7.21           (0.49)
Total from Operations                                5.59          (0.81)           3.25             7.11           (0.20)
Distributions from Net Investment Income            (0.41)         (0.42)          (0.77)           (0.30)             --
Distributions from Realized Capital Gains              --          (0.91)          (7.94)           (4.76)          (1.72)
Total Distributions                                 (0.41)         (1.33)          (8.71)           (5.06)          (1.72)
Net Asset Value, End of Year                       $35.13         $29.95          $32.09           $37.55          $35.50
Total Return(1)                                     18.86%         (2.77)%          8.96%           23.38%          (0.48)%
Net Assets, End of Year                      $110,598,723   $126,001,807    $166,490,280     $158,966,039    $149,207,566
Ratio of Expenses to Average Net Assets              2.53%          2.45%           2.45%            2.47%           2.51%
Ratio of Net Investment Income (Loss) to
Average Net Assets                                   1.12%          1.16%           3.11%           (0.27)%          0.78%
Portfolio Turnover                                 117.73%         62.01%          15.40%            9.45%          11.50%


The Rightime Blue Chip Fund                          1998           1997            1996             1995            1994
- -------------------------------------------  ------------   ------------    ------------     ------------    ------------
Net Asset Value, Beginning of Year                 $32.27         $31.88          $32.84           $33.08          $33.14
Net Investment Income (Loss)                        (0.10)          0.03            0.40             0.35            0.39
Net Realized and Unrealized Gains
(Losses) on Investments                              8.83           0.83            3.52             5.66           (0.04)
Total from Operations                                8.73           0.86            3.92             6.01            0.35
Distributions from Net Investment Income            (0.02)         (0.40)          (0.28)           (0.46)          (0.23)
Distributions from Realized Capital Gains              --          (0.07)          (4.60)           (5.79)          (0.18)
Total Distributions                                 (0.02)         (0.47)          (4.88)           (6.25)          (0.41)
Net Asset Value, End of Year                       $40.98         $32.27          $31.88           $32.84          $33.08
Total Return(1)                                     27.06%          2.63%          12.26%           22.31%           1.06%
Net Assets, End of Year                      $271,415,783   $254,386,954    $277,639,033     $249,619,271    $221,681,939
Ratio of Expenses to Average Net Assets              2.15%          2.09%           2.08%            2.17%           2.22%
Ratio of Net Investment Income (Loss) to
Average Net Assets                                  (0.25)%         0.05%           1.25%            1.13%           1.16%
Portfolio Turnover                                   7.97%         39.27%           1.30%           17.52%           0.98%

(1) Excludes sales charge

</TABLE>



<TABLE>
<CAPTION>

                                                                                                               Financial 
                                                                                                              Highlights
                                                          (For a Share Outstanding Throughout Each Year Ended October 31)

The Rightime MidCap Fund                             1998           1997            1996             1995            1994
- -------------------------------------------  ------------   ------------    ------------     ------------    ------------
<S>                                               <C>            <C>             <C>              <C>             <C>
Net Asset Value, Beginning of Year                 $29.12         $29.02          $32.95           $28.44          $31.07
Net Investment Income (Loss)                        (0.16)          0.27            0.49             0.26            0.32
Net Realized and Unrealized Gains
(Losses) on Investments                              7.13           1.33            2.56             5.25           (0.78)
Total from Operations                                6.97           1.60            3.05             5.51           (0.46)
Distributions from Net Investment Income            (0.24)         (0.54)          (0.14)           (0.45)             --
Distributions from Realized Capital Gains           (0.66)         (0.96)          (6.84)           (0.55)          (2.17)
Total Distributions                                 (0.90)         (1.50)          (6.98)           (1.00)          (2.17)
Net Asset Value, End of Year                       $35.19         $29.31          $29.02           $32.95          $28.44
Total Return(1)                                     24.53%          5.55%           9.65%           20.07%          (1.38)%
Net Assets, End of Year                       $67,492,574    $69,295,196     $80,303,960      $75,086,295     $65,252,084
Ratio of Expenses to Average Net Assets              2.25%          2.15%           2.19%            2.19%           2.28%
Ratio of Net Investment Income (Loss) to
Average Net Assets                                  (0.46)%         0.82%           1.72%            0.84%           1.14%
Portfolio Turnover                                     --         107.08%           3.59%           24.67%           0.75%


The Rightime Social Awareness Fund                   1998           1997            1996             1995            1994
- -------------------------------------------  ------------   ------------    ------------     ------------    ------------
Net Asset Value, Beginning of Year                 $29.31         $29.09          $32.37           $28.44          $31.07
Net Investment Income (Loss)                         0.27           0.17            0.41             0.08            0.33
Net Realized and Unrealized Gains
(Losses) on Investments                              7.55           1.52            3.88             5.91           (0.72)
Total from Operations                                8.73           0.86            3.92             6.01            0.35
Distributions from Net Investment Income            (0.15)         (0.43)             --            (0.46)             --
Distributions from Realized Capital Gains           (1.02)          (1.04)          (7.57)              --           (1.84)
Total Distributions                                 (1.17)         (1.47)          (7.57)           (0.46)          (1.84)
Net Asset Value, End of Year                       $35.96         $29.31          $29.09           $32.37          $26.84
Total Return(1)                                     27.37%          5.77%          13.62%           22.70%          (1.27)%
Net Assets, End of Year                       $13,889,339    $11,467,788      $8,694,248       $7,378,063      $7,221,772
Ratio of Expenses to Average Net Assets              2.35%          2.35%           2.42%            2.75%           2.56%
Ratio of Net Investment Income (Loss) to
Average Net Assets                                   0.81%          0.55%           1.51%            0.32%           1.04%
Portfolio Turnover                                 142.15%        107.98%          46.57%           36.49%          54.85%

(1) Excludes sales charge

</TABLE>



Rightime
Family of Funds                         For More Information About the
[RIGHTIME LOGO]                               Rightime Family of Funds

The Rightime Family of Funds
218 Glenside Ave.
Wyncote, PA 19095-1594

Client Services Department
1-800-866-9393

Administrator
Rightime Administrators Inc.
218 Glenside Ave.
Wyncote, PA 19095-1594

Investment Advisor
Rightime Econometrics Inc.
1095 Rydal Road
Rydal, PA 19046 

Distributor
Lincoln Investment Planning, Inc.
218 Glenside Ave.
Wyncote, PA 19095-1595

Custodian
First Union National Bank
530 Walnut Street
Philadelphia, PA 19106

Transfer Agent
Lincoln Investment Planning, Inc.
218 Glenside Ave.
Wyncote, PA 19095-1595

Legal Counsel
Stradley, Ronon, Stevens & Young, LLP.
2600 One Commerce Square
Philadelphia, PA 19103

Auditors
Tait, Weller & Baker
Eight Penn Center, Suite 800
Philadelphia, PA 19103


STATEMENT 
OF ADDITIONAL INFORMATION ("SAI")

The SAI provides more detailed information about the Funds and is 
incorporated by reference into this Prospectus. You may receive a free 
copy of the SAI by contacting us at 1-800-866-9393. You may also review 
and copy information about the Fund, including the SAI, at the SEC's 
public reference room in Washington, D.C. You can receive text-only 
copies:

(bullet) For a fee, by writing the Public Reference Section of the SEC, 
Washington, D.C. 20549-6009 or by calling 1-800-SEC-0330.

(bullet) Free from the SEC's Internet Website at http://www.sec.gov.

ANNUAL & 
SEMIANNUAL REPORTS

Additional information about each Funds' investments is available in the 
Funds' annual and semiannual reports to shareholders. In each combined 
annual report you will find a discussion of the market conditions and 
investment strategies that affected the Funds' performance during the 
last fiscal year. You may receive free copies of these materials and 
request other information by contacting the Funds at 1-800-866-9393.

Investment Company Act File No.811-4231



THE RIGHTIME FUND, INC.
218 GLENSIDE AVENUE
WYNCOTE, PA  19095-1594
(800) 866-9393

STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 1, 1999

The Rightime Fund, Inc. is an open-end diversified investment company 
which offers multiple series of shares (each a "Fund").  This Statement 
of Additional Information ("SAI") relates to:  The Rightime Fund, The 
Rightime Blue Chip Fund, The Rightime MidCap Fund, and The Rightime 
Social Awareness Fund.  A copy of the Fund's Prospectus is available 
without charge and may be obtained by writing or calling the Fund at the 
address and number shown above.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD 
BE READ IN CONNECTION WITH THE FUND'S PROSPECTUS DATED MARCH 1, 1999.   
PLEASE RETAIN THIS SAI FOR FUTURE REFERENCE.  




TABLE OF CONTENTS
                                                                  Page

Information About the Fund                                          3
Investment Objectives and Policies                                  3
     The Rightime Fund                                              3
     The Rightime Blue Chip Fund and The Rightime MidCap Fund       5
     The Rightime Social Awareness Fund                             7
Options & Futures                                                   10
Money Market Securities                                             13
Convertible Securities                                              14
Other Information                                                   14
Portfolio Turnover                                                  15
Hedging                                                             15
Temporary Defensive Investment Policies                             15
Investment Restrictions                                             16
Investment Advisor                                                  18
Distributor                                                         19
Distribution Plan                                                   20
Allocation of Portfolio Brokerage                                   21
Administrator                                                       22
Custodian                                                           22
Transfer Agent                                                      22
General Operations                                                  23
Purchases of Shares                                                 23
Distributions and Taxes                                             27
Capital Stock                                                       29
Officers and Directors of the Fund                                  30
General Information                                                 31
Performance                                                         31
Financial Statements                                                35



INFORMATION ABOUT THE FUND

     The Rightime Fund, Inc. (the "Company") is an open-end diversified 
investment company which offers multiple series of shares (each, a 
"Fund" and collectively, the "Funds").  The Company is a corporation 
incorporated under the laws of the State of Maryland on November 15, 
1984.

INVESTMENT OBJECTIVES AND POLICIES

     The following information supplements the discussion of the Funds' 
investment objectives and policies contained in the Prospectus.  No 
material change in a Fund's investment objective will be made without 
obtaining shareholder approval.  Unless otherwise specified, the 
investment policies and restrictions and the operating policies of the 
Funds are not fundamental policies and are subject to change by the 
Board of Trustees of the Company (the "Trustees") without shareholder 
approval.  See "Investment Restrictions" in this SAI for further 
information regarding the investment restrictions of the Funds.

THE RIGHTIME FUND

The investment objective of the Fund is to achieve a high total return 
consistent with reasonable risk.  It seeks to achieve this objective by 
concentrating in shares of investment companies and by making other 
investments selected in accordance with the Fund's investment 
restrictions and policies.  The Fund will vary its investment strategy 
as described in the Fund's Prospectus to seek to achieve its objective.  
This Statement of Additional Information contains further information 
concerning the techniques and operations of the Fund, the securities in 
which it will invest, and the policies it will follow.  

High Total Return

The Fund seeks to achieve a high total return for its shareholders.  It 
seeks to achieve this goal by a combination of capital appreciation on 
investments (which may be emphasized during periods when a generally 
rising trend in securities markets is anticipated by the Fund's 
investment advisor, Rightime Econometrics, Inc. (the "Advisor") and 
income (which may be emphasized during periods when the Advisor 
anticipates that income producing securities will provide performance 
superior to the appreciation the Fund might otherwise achieve).  The 
Fund also seeks to achieve a total return by avoiding the full impact of 
periods of market decline by either shifting its investments or by 
hedging its investments.  The Fund does not seek the "maximum total 
return" sought by some funds, because the Fund attempts to limit to a 
reasonable level the risk which it will bear in the selection of its 
investments.

Aggressive Portfolio Strategy

During periods when the Advisor anticipates a rising trend in the 
securities markets, it will seek to achieve the Fund's investment 
objective by concentrating in a portfolio of shares of investment 
companies which the Advisor believes will benefit from such a trend.  
The Advisor will use a risk adjusted analysis (which considers the 
relative volatility of its various investments) to evaluate the 
investment companies' performance under various market conditions and to 
consider the potential reward and potential risk.  The Advisor will not 
select such investment companies based solely upon their previous 
performance.  It is anticipated that such investment companies will 
generally invest more than 50% of their assets in common and/or 
preferred stocks.  In order to make allowance for cash flow needs of the 
Fund or when the Fund is otherwise pursuing appreciation in its 
portfolio the Fund may also invest up to 75% of its asset value in other 
investment vehicles such as common or preferred stocks of companies 
which are not investment companies, investment companies which are money 
market funds, cash equivalents, may make use of various hedging 
techniques, or may hold its assets as cash.  Though not required by its 
policies to do so, the Fund may make such investments, if necessary, to 
qualify as a "regulated investment company" under the Internal Revenue 
Code (the "IRC").  (See "Dividends, Distributions and Taxes" in the 
Prospectus for a discussion of qualification under Subchapter M of the 
IRC.)

Conservative Portfolio Strategy

When the Advisor anticipates a generally declining trend in securities 
markets, it may seek to achieve the Fund's investment objective by 
investing in the shares of money market funds and other types of 
investment companies, and investing up to 75% in cash equivalents and by 
retaining cash.  The Fund may also seek to achieve a favorable total 
return during such a period without disturbing or restructuring the 
portfolio established by the Fund during an aggressive period by using 
cash, cash equivalents, proceeds of maturing securities, new assets, 
etc. to purchase or sell other investment vehicles such as stocks, stock 
options, stock index options, stock index futures or options on such 
futures.  (The Fund may also use such techniques to accommodate cash 
needs or to avoid impairing the Fund's status as a regulated investment 
company under the IRC.)

To this end, the Fund may, as to 75% or less of its asset value buy or 
sell stock, financial futures or options thereon to seek to counter-
balance portfolio volatility and/or market risk consistent with the 
intention of the investment objective to limit investments to those 
which involve a reasonable risk.  Stock options, stock index futures and 
options thereon are utilized to "hedge" risks arising from the Fund's 
investments originally selected under its "Aggressive Portfolio 
Strategy," including those risks arising while the Fund is selecting 
suitable investments for its assets, and are not entered into for 
speculative purposes.  Unlike funds which seek "maximum" total return 
without limitation on the degree of risk the fund will bear, when such 
option and futures techniques are used to reduce the risk of loss (or 
secure investment gains) for this Fund, their use will generally reduce 
or impose a limit on the amount of gains the Fund can achieve from the 
investments which are so "hedged." (See "Hedging" in the Prospectus and 
"Options and Futures" below.)

Market Timing Approach

The Fund seeks to provide its shareholders with a high total return 
consistent with reasonable risk.  This involves two key concepts:

First, the Advisor will attempt to minimize market risk by monitoring 
and responding to factors (such as various monetary, or market momentum 
indicators) which the Advisor expects will assist it in determining an 
investment posture including whether to restructure the portfolio for 
the Fund.  This involves the use of "market timing" concepts and 
procedures which have been developed and applied by the Advisor.  Market 
timing involves the use of analytical techniques which seek to 
anticipate major market trends which in the opinion of the Advisor 
affect securities markets over periods of time, so an investor (such as 
the Fund) may restructure its portfolio of investments to increase gains 
or income, or avoid losses.  The Fund's Advisor will apply such 
analytical techniques to the Fund's investments, including the 
investment companies in which the Fund invests.  It should be noted that 
some members of the investment community believe that market timing 
cannot be achieved successfully on a consistent basis and there can be 
no assurance the Advisor will achieve such a level of consistency.  If 
the Advisor incorrectly judges turns in the market, the Fund may lose 
opportunities for gains or incur losses.

Second, when appropriate to achieve the objective and strategies 
described above, the Fund intends to use investment techniques under 
which it would buy or sell portfolio securities such as stocks, stock 
options, stock index options, stock index futures or options on such 
futures to avoid untimely portfolio transactions, costly restructuring 
of the portfolio, or adverse market effects while the Fund is investing 
its assets.  These techniques and securities are generally considered to 
be speculative and to involve higher risks or costs to an investor.  The 
Fund will not, however, use stock index futures and options thereon for 
speculative purposes.  These techniques will be used by the Fund when 
appropriate to "hedge" the usual investment risks attendant upon its 
investments, and the Fund believes it will therefore avoid the risks of 
such speculative use of these techniques.

The Fund also seeks to protect the value of an investment in the Fund by 
temporarily foregoing high total return for protection and stability of 
its assets when volatile or abnormal market conditions are anticipated 
(as indicated by rapidly accelerating inflation or interest rates, 
sharply declining stock markets, increasing deterioration in the banking 
situation and/or increasing threats to national or world security).  
This will involve the selection of high proportions, up to 100%, of 
temporary defensive investments such as U.S. Government securities or 
other money market securities (see "Money Market Securities"), the use 
of very short portfolio maturities of 60 days or less, other investments 
which protect the value of the Fund, and similar techniques such as 
holding cash.

Investment Company Securities

The other investment companies in which the Fund invests will be 
diversified investment companies managed by a number of investment 
advisors and portfolio managers.  This will offer the Fund an 
opportunity to benefit from a variety of diversified portfolios.  

Each such company will be a registered investment company, and will 
operate subject to a variety of regulatory constraints.  While such 
regulation does not guarantee the investment success of an investment 
company, or assure that it will not suffer investment losses, the 
Advisor believes that such investment companies provide a sound 
foundation upon which to base an investment portfolio.  By investing in 
a broad spectrum of such companies the Fund hopes to benefit from the 
collective research and analysis of many experienced investment 
personnel.  

There are many types of investment companies.  All maintain portfolios 
which are generally liquid, but can be composed of different kinds of 
securities and involve different objectives.  Such companies may seek 
only income, only appreciation, or various combinations of these.  They 
may invest in money market securities, short or long term bonds, 
dividend producing stocks, tax-exempt municipal securities, or a variety 
of other instruments.  They may seek speculative or conservative 
investments ranging from securities issued by new companies to 
securities issued by "blue-chip" companies.  An investment company which 
has a policy of holding 80% of its assets in debt securities maturing in 
thirteen months or less, or which holds itself out as a "money market 
fund" will be treated as a money market fund by the Fund.

The Advisor is responsible for monitoring and evaluating these kinds of 
factors to select investment company fund securities for the Fund's 
portfolio in accordance with the policies and techniques described in 
the Prospectus.  

THE RIGHTIME BLUE CHIP FUND AND THE RIGHTIME MIDCAP FUND

The investment objective of each Fund is to achieve a high total return 
consistent with reasonable risk.  The Rightime Blue Chip Fund seeks to 
achieve this objective by investing in shares of blue chip securities 
("Blue Chips") and by making other investments selected in accordance 
with the Fund's investment restrictions and policies.  The Rightime 
MidCap Fund seeks to achieve this objective by investing primarily in 
securities of companies with medium-size market capitalizations 
("MidCaps") and by making other investments selected in accordance with 
the Fund's investment restrictions and policies.  Each Fund will vary 
its investment strategy as described in the Fund's Prospectus to seek to 
achieve its objective. 

High Total Return

Each Fund seeks to achieve a high total return for its shareholders.  
Each Fund seeks to achieve this goal by a combination of capital 
appreciation on investments (which may be emphasized during periods when 
a generally rising trend in securities markets is anticipated by the 
Fund's Advisor) and high income (which may be emphasized during periods 
when the Advisor anticipates that income producing securities will 
provide performance superior to the appreciation the Fund might 
otherwise achieve).  Each Fund also seeks to achieve a high total return 
by avoiding the full impact of periods of market decline by either 
shifting its investments or by hedging its investments.  The Funds do 
not seek the "maximum total return" sought by some funds, because each 
Fund attempts to limit to a reasonable level the risk which it will bear 
in the selection of its investments.

Aggressive Portfolio Strategy

During periods when the Advisor anticipates a rising trend in the 
securities markets, it will seek to achieve the Fund's investment 
objective by investing in a portfolio of Blue Chips for The Rightime 
Blue Chip Fund and MidCaps for The Rightime MidCap Fund.  In order to 
make allowance for cash flow needs of a Fund or when a Fund is otherwise 
pursuing appreciation in its portfolio, the respective Fund may also 
invest up to 35% of its asset value in other investment vehicles which 
are not classified as such.  Though not required by its policies to do 
so, the Fund may make such investments, if necessary, to qualify as a 
"regulated investment company" under the Internal Revenue Code (the 
"IRC").  (See "Dividends, Distributions and Taxes" in the Prospectus for 
a discussion of qualification under Subchapter M of the IRC.)

Conservative Portfolio Strategy

When the Advisor anticipates a generally declining trend in securities 
markets, it may seek to achieve the respective Fund's investment 
objective by investing up to 35% in securities other than Blue Chips or 
MidCaps.  Each Fund may also seek to achieve a high total return during 
such a period without disturbing or restructuring the portfolio 
established by the Fund during an aggressive period by using cash, cash 
equivalents, proceeds of maturing securities, new assets, etc. to 
purchase or sell other investment vehicles such as bonds and other debt 
obligations, stock options, stock index options, stock index futures or 
options on such futures.  (Each Fund may also use such techniques to 
accommodate cash needs or to avoid impairing the Fund's status as a 
regulated investment company under the IRC.)

To this end, each Fund may, as to 35% or less of its asset value buy or 
sell bonds and other debt obligations, stock options, stock index 
options, stock index futures and options thereon to seek to counter-
balance portfolio volatility and/or market risk consistent with the 
intention of the investment objective to limit investments to those 
which involve a reasonable risk.  Stock options, stock index futures and 
options thereon are utilized to "hedge" risks arising from a Fund's 
investments originally selected under its "Aggressive Portfolio 
Strategy", including those risks arising while the Fund is selecting 
suitable investments for its assets, and are not entered into for 
speculative purposes.  Unlike funds which seek "maximum" total return 
without limitation on the degree of risk the fund will bear, when such 
option and futures techniques are used to reduce the risk of loss (or 
secure investment gains) for a Fund, their use will generally reduce or 
impose a limit on the amount of gains a Fund can achieve from the 
investments which are so "hedged." (See "Hedging" in the Prospectus and 
"Options and Futures" below.)

Market Timing Approach

Each Fund seeks to provide its shareholders with a high total return 
consistent with reasonable risk.  This involves two key concepts:

First, the Advisor will attempt to minimize market risk by monitoring 
and responding to factors (such as various monetary, or market momentum 
indicators) which the Advisor expects will assist it in determining an 
investment posture including whether to restructure the portfolio for 
each Fund.  This involves the use of "market timing" concepts and 
procedures which have been developed and applied by the Advisor.  Market 
timing involves the use of analytical techniques which seek to 
anticipate major market trends which in the opinion of the investment 
advisor affect securities markets over periods of time, so an investor 
(such as the Fund) may restructure its portfolio of investments to 
increase gains or income, or avoid losses.  The Advisor will apply such 
analytical techniques to each Fund's investments, including the Blue 
Chips in which The Rightime Blue Chip Fund invests and the MidCaps in 
which The Rightime MidCap Fund invests.  It should be noted that some 
members of the investment community believe that market timing cannot be 
achieved successfully on a consistent basis and there can be no 
assurance the Advisor will achieve such a level of consistency.  If the 
Advisor incorrectly judges turns in the market, a Fund may lose 
opportunities for gains or incur losses.

Second, when appropriate to achieve the objective and strategies 
described above, each Fund intends to use investment techniques under 
which it would buy or sell portfolio securities such as stock options, 
stock index options, stock index futures or options on such futures to 
avoid untimely portfolio transactions, costly restructuring of the 
portfolio, or adverse market effects while the Fund is investing its 
assets.  These techniques and securities are generally considered to be 
speculative and to involve higher risks or costs to an investor.  The 
Funds will not, however, use stock index futures and options thereon for 
speculative purposes.  These techniques will be used by each Fund when 
appropriate to "hedge" the usual investment risks attendant upon its 
investments, and the Fund believes it will therefore avoid the risks of 
such speculative use of these techniques.

Each Fund also seeks to protect the value of an investment in the Fund 
by temporarily foregoing high total return for protection and stability 
of its assets when volatile or abnormal market conditions are 
anticipated (as indicated by rapidly accelerating inflation or interest 
rates, sharply declining stock markets, increasing deterioration in the 
banking situation and/or increasing threats to national or world 
security).  This will involve the selection of high proportions, up to 
100%, of temporary defensive investments such as U.S. Government 
securities or other money market securities (see "Money Market 
Securities"), the use of very short portfolio maturities of 60 days or 
less, other investments which protect the value of the Fund, and similar 
techniques such as holding cash.

THE RIGHTIME SOCIAL AWARENESS FUND

The investment objective of the Fund is to achieve for its investors 
growth of capital and its secondary objective is current income, 
consistent with reasonable risk.  The Fund seeks to achieve this 
objective by investing in securities of well known and established 
companies, as well as smaller, less well known companies, with prospects 
for above average capital growth and by making other investments 
selected in accordance with the Fund's investment restrictions and 
policies.  As described in the Prospectus, the Fund also imposes certain 
social criteria prior to selecting investments for the Fund.  The Fund 
will vary its investment strategy as described in the Fund's Prospectus 
to seek to achieve its objective. 

Growth of Capital and Income

The Fund's primary objective is growth of capital and its secondary 
objective is current income.  The Fund seeks to achieve this goal by a 
combination of capital appreciation on investments (which may be 
emphasized during periods when a generally rising trend in securities 
markets is anticipated by the Advisor) and high income (which may be 
emphasized during periods when the investment advisor anticipates that 
income producing securities will provide performance superior to the 
appreciation the Fund might otherwise achieve, consistent with 
maintaining the Fund's objective).  The Fund also seeks to achieve a 
return on its investments by avoiding the full impact of periods of 
market decline by either shifting its investments or by hedging its 
investments.  The Fund attempts to limit to a reasonable level the risk 
which it will bear in the selection of its investments.

Aggressive Portfolio Strategy

During periods when the Advisor anticipates a rising trend in the 
securities markets, it will seek to achieve the Fund's investment 
objective by investing in a portfolio of securities, primarily common 
stocks, which the advisor believes will benefit from such a trend.  In 
order to make allowance for cash flow needs of the Fund or when the Fund 
is otherwise pursuing appreciation in its portfolio, the Fund may also 
invest its assets in other investment vehicles.  Though not required by 
its policies to do so, the Fund may make such investments, if necessary, 
to qualify as a "regulated investment company" under the Internal 
Revenue Code (the "IRC").  (See "Dividends, Distributions and Taxes" in 
the Prospectus for a discussion of qualification under Subchapter M of 
the IRC.)

Conservative Portfolio Strategy

When the Advisor anticipates a generally declining trend in securities 
markets, it may invest in securities other than common stocks, 
consistent with maintaining the Fund's objective.  The Fund may also 
seek to achieve its objective during such a period without disturbing or 
restructuring the portfolio established by the Fund during an aggressive 
period by using cash, cash equivalents, proceeds of maturing securities, 
new assets, etc. to purchase or sell other investment vehicles such as 
bonds and other debt obligations, stock options, stock index options, 
stock index futures or options on such futures.  (The Fund may also use 
such techniques to accommodate cash needs or to avoid impairing the 
Fund's status as a regulated investment company under the IRC.)

To this end, the Fund may buy or sell bonds and other debt obligations, 
stock options, stock index options, stock index futures and options 
thereon to seek to counter-balance portfolio volatility and/or market 
risk consistent with the intention of the investment objective to limit 
investments to those which involve a reasonable risk.  Stock options, 
stock index futures and options thereon are utilized to "hedge" risks 
arising from the Fund's investments originally selected under its 
"Aggressive Portfolio Strategy," including those risks arising while the 
Fund is selecting suitable investments for its assets, and are not 
entered into for speculative purposes.  When such option and futures 
techniques are used to reduce the risk of loss (or secure investment 
gains) for the Fund, their use will generally reduce or impose a limit 
on the amount of gains the Fund can achieve from the investments which 
are so "hedged." (See "Hedging" in the Prospectus and "Options and 
Futures" below.)

Social Criteria

After determining that a prospective investment meets the financial 
criteria described above, the Advisor will seek to select securities for 
the Fund based upon an analysis of the relative social performance of 
the issuer. The Advisor will numerically rate the social performance of 
each issuer regarding specific social issues and rate the overall social 
performance of each issuer between 1 and 10, with 1 indicating the 
highest rating and 10 indicating the lowest. The Advisor considers 
information provided by various sources, including the issuers of 
securities, publicly disclosed corporate documents filed with federal 
agencies, and information provided by Kinder, Lydenberg, Domini & Co. 
("KLD") and its Domini Social Index (the "DSI"). The DSI is a market 
capitalization-weighted common stock index which monitors the 
performance of 400 corporations that pass multiple, broad-based social 
screens. The DSI 400 consists of approximately 250 companies included in 
the Standard & Poor's 500 Stock Index (the "S&P 500"), approximately 100 
of the largest companies not included in the S&P 500 or companies 
providing industry representation, and 50 companies with particularly 
strong social characteristics. The Advisor may select companies listed 
in the DSI for investment, but is not limited to the selection of such 
companies.

The DSI was created to fill two primary needs:

(bullet) To create a diversified benchmark against which social investors can
measure the investment performance of socially screened portfolios. The 
DSI is constructed to represent the broad market available to the social 
investor.

(bullet) To provide a resource for social investors wishing a broad index of 
companies in a variety of industries that pass commonly applied social 
screens.

The DSI uses a combination of exclusionary and qualitative social 
screens:

Exclusionary screens:

(bullet) Eliminate companies that derive two percent or more of sales from 
military weapons systems; derive any revenues from the manufacture of 
alcoholic or tobacco products; or derive any revenues from the providing 
of gaming products or services; and

(bullet) Eliminate electric utilities that own interests in nuclear power 
plants or derive electricity from nuclear power plants in which they 
have an interest. 

Qualitative screens:

(bullet) Evaluate companies' records in areas such as diversity, employee 
relations, the environment, and product. KLD makes an effort to include 
companies with a positive record in these areas.

Investors should be aware that the Fund's social criteria may limit the 
availability of investment opportunities more than is customary with 
other investment companies. The Advisor may change the social criteria 
used to rate social performance of an issuer without prior notice or 
shareholder approval. 

Market Timing Approach

The Fund seeks to provide its shareholders with growth of capital and 
with current income as a secondary objective, consistent with reasonable 
risk.  This involves two key concepts:

First, the Advisor will attempt to minimize market risk by monitoring 
and responding to factors (such as various monetary, or market momentum 
indicators) which the Advisor expects will assist it in determining an 
investment posture including whether to restructure the portfolio for a 
Fund.  This involves the use of "market timing" concepts and procedures 
which have been developed and applied by the Fund's Advisor.  Market 
timing involves the use of analytical techniques which seek to 
anticipate major market trends which in the opinion of the Advisor 
affect securities markets over periods of time, so an investor (such as 
the Fund) may restructure its portfolio of investments to increase gains 
or income, or avoid losses.  The Advisor will apply such analytical 
techniques to the Fund's investments.  It should be noted that some 
members of the investment community believe that market timing cannot be 
achieved successfully on a consistent basis and there can be no 
assurance the Advisor will achieve such a level of consistency.  If the 
Advisor incorrectly judges turns in the market, the Fund may lose 
opportunities for gains or incur losses.

Second, when appropriate to achieve the objective and strategies 
described above, the Fund intends to use investment techniques under 
which it would buy or sell portfolio securities such as stock options, 
stock index options, stock index futures or options on such futures to 
avoid untimely portfolio transactions, costly restructuring of the 
portfolio, or adverse market effects while the Fund is investing its 
assets.  These techniques and securities are generally considered to be 
speculative and to involve higher risks or costs to an investor.  The 
Fund will not, however, use stock index futures and options thereon for 
speculative purposes.  These techniques will be used by the Fund when 
appropriate to "hedge" the usual investment risks attendant upon its 
investments, and the Fund believes it will therefore avoid the risks of 
such speculative use of these techniques.

The Fund also seeks to protect the value of an investment in the Fund by 
temporarily foregoing growth of capital for protection and stability of 
its assets when volatile or abnormal market conditions are anticipated 
(as indicated by rapidly accelerating inflation or interest rates, 
sharply declining stock markets, increasing deterioration in the banking 
situation and/or increasing threats to national or world security).  
This will involve the selection of high proportions, up to 100%, of 
temporary defensive investments such as U.S. Government securities or 
other money market securities (see "Money Market Securities"), the use 
of very short portfolio maturities of 60 days or less, other investments 
which protect the value of the Fund, and similar techniques such as 
holding cash.

OPTIONS AND FUTURES

The following descriptions of stock options, stock index options, stock 
index futures and options on such futures are summaries of the vehicles 
The Rightime Fund, The Rightime Blue Chip Fund, The Rightime MidCap Fund 
and The Rightime Social Awareness Fund may use to "hedge" their 
respective investments, and illustrate techniques each Fund can select 
to achieve such hedging.  

Option Characteristics and Transactions:  The Fund intends to purchase 
and/or write put and call options that are traded on United States 
securities exchanges and over-the-counter.  A call option is a short-
term contract (having a duration of nine months or less) pursuant to 
which the purchaser of the call option, in return for a premium paid, 
has the right to buy the security underlying the option at a specified 
exercise price at any time during the term of the option.  The writer of 
the call option, who receives the premium, has the obligation, upon 
exercise of the option, to deliver the underlying security against 
payment of the exercise price during the option period.  A put option is 
a similar contract which gives the purchaser of  the put option, in 
return for a premium, the right to sell the underlying security at a 
specified price during the term of the option.  The writer of the put, 
who receives the premium, has the obligation to buy the underlying 
security, upon exercise, at the exercise price during the option period. 

A call option is "covered" if the Fund owns the underlying security (or 
equivalent in the case of stock index options) covered by the call or 
has an absolute and immediate right to acquire that security without 
additional cash consideration (or for additional cash consideration held 
in a segregated account by its custodian) upon conversion or exchange of 
other securities held in its portfolio.  A call option is also covered 
if the Fund holds on share-for-share basis a call on the same security 
as the call written where the exercise price of the call held is equal 
to or less than the exercise price of the call written or greater than 
the exercise price of the call written if the difference is maintained 
by the Fund in cash, Treasury bills or other high grade short-term 
obligations in a segregated account with its custodian.  A put option is 
"covered" if the Fund maintains cash, Treasury bills or other high grade 
short-term obligations with a value equal to the exercise price in a 
segregated account with its custodian, or else holds on a share-for-
share basis a put on the same security as the put written where the 
exercise price of the put held is equal to or greater than the exercise 
price of the put written.  The premium paid by the purchaser of an 
option will reflect, among other things, the relationship of the 
exercise price to the market price and volatility of the underlying 
security, the remaining term of the option, supply and demand and 
interest rates.  

If the Fund as the writer of an option wishes to terminate its 
obligation, the Fund may effect a "closing purchase transaction."  This 
is accomplished by buying an option of the same series as the option 
previously written.  The effect of the purchase is that the writer's 
position will be canceled by the clearing corporation.  However, a 
writer may not effect a closing purchase transaction after it has been 
notified of the exercise of an option.  Likewise, an investor (such as 
the Fund) who is the holder of an option may liquidate his position by 
effecting a "closing sale transaction."  This is accomplished by selling 
an option of the same series as the option previously purchased.  There 
is no guarantee that either a closing purchase or a closing sale 
transaction can be effected.  

Effecting a closing transaction in the case of a written call option 
will permit the Fund to write another call option on the underlying 
security with either a different exercise price or expiration date, or 
both, or in the case of a written put option will permit the Fund to 
write another put option to the extent that the exercise price thereof 
is secured by deposited cash or short-term securities.  Also, effecting 
a closing transaction will permit the cash or proceeds from the 
concurrent sale of any securities subject to the option to be used for 
other Fund investments.  

The Fund will realize a profit from a closing purchase transaction if 
the price of the transaction is less than the premium received from 
writing the option or in the case of a closing sale transaction, the 
price received on the transaction is more than the premium paid to 
purchase the option; the Fund will realize a loss from a closing 
purchase transaction if the price of the transaction is more than the 
premium received from writing the option or in the case of a closing 
sale transaction, the price received on the transaction is less than the 
premium paid to purchase the option.  Because increases in the market 
price of a call option will generally reflect increases in the market 
price of the underlying security, any loss resulting from the closing 
purchase transaction of a call option is likely to be offset in whole or 
in part by appreciation of the underlying security if it is owned by the 
Fund.  

Stock Index Futures Characteristics:  The Fund intends to purchase and 
sell stock index futures contracts as a hedge against changes in market 
conditions in accordance with the portfolio strategies described in the 
Prospectus.  A stock index assigns relative values to the common stocks 
included in the index, and the index fluctuates with the changes in the 
market values of the common stocks so included.  A stock index futures 
contract is a bilateral agreement pursuant to which two parties agree to 
take, or make delivery of, an amount of cash equal to a specified dollar 
amount times the difference between the stock index value at the close 
of the last trading day of the contract and the price at which the 
futures contract is originally struck.  No physical delivery of the 
underlying stocks in the index is made.  

Characteristics of Options on Stock Index Futures:  The Fund intends to 
purchase and/or write put and call options on stock index futures which 
are traded on a U.S. exchange or Board of Trade.  Options on stock index 
futures are similar to options on stocks except that an option on a 
stock index future gives the purchaser the right, in return for the 
premiums paid, to assume a position in a stock index futures contract (a 
purchase if the option is a call and a sale if the option is a put), 
rather than to purchase or sell stock, at a specified exercise price at 
any time during the period of the option.  Upon exercise of the option, 
the delivery of the futures position by the writer of the option to the 
holder of the option will be accompanied by delivery of the accumulated 
balance in the writer's futures margin account which represents the 
amount by which the market price of the stock index futures contract, at 
exercise, exceeds, in the case of a call, or is less than, in the case 
of a put, the exercise price of the option on the stock index future.  
If an option is exercised on the last trading day prior to the 
expiration date of the option, the settlement will be made entirely in 
cash equal to the difference between the exercise price of the option 
and the closing level of the index on which the future is based on the 
expiration date.  

Risks of Transactions in Stock Options:   An option position may be 
closed out only on an exchange which provides a secondary market for an 
option of the same series.  Although the Funds will generally purchase 
or write only those options for which there appears to be an active 
secondary market, there is no assurance that a liquid secondary market 
on an exchange will exist for any particular option, or at any 
particular time, and for some options no secondary market on an exchange 
may exist.  In such event it might not be possible to effect closing 
transactions in particular options, with the result that the Fund would 
have to exercise its options in order to realize any profit and would 
incur brokerage commissions upon the exercise of call options and upon 
the subsequent disposition of underlying securities acquired through the 
exercise of call options or upon the purchase of underlying securities 
for the exercise of put options.  If the Fund as a covered call option 
writer is unable to effect a closing purchase transaction in a secondary 
market, it will not be able to sell the underlying security until the 
option expires or it delivers the underlying security upon exercise.  

Reasons for the absence of a liquid secondary market on an exchange 
could include the following:  l) there may be insufficient trading 
interest in certain options; 2) restrictions may be imposed by an 
exchange on opening transactions or closing transactions or both; 3) 
trading-halts, suspensions or other restrictions may be imposed with 
respect to particular classes or series of options or underlying 
securities; 4) unusual or unforeseen circumstances may interrupt normal 
operations on an exchange; 5) the facilities of an exchange or a 
clearing corporation may not at all times be adequate to handle current 
trading volume; or 6) one or more exchanges could, for economic or other 
reasons, decide or be compelled at some future date to discontinue the 
trading of options (or a particular class or series of options), in 
which event the secondary market on that exchange (or in the class or 
series of options) would cease to exist, although outstanding options on 
that exchange that had been issued by a clearing corporation as a result 
of trades on that exchange would continue to be exercisable in 
accordance with their terms.  There is no assurance that higher than 
anticipated trading activity or other unforeseen events might not, at 
times, render certain of the facilities of any of the clearing 
corporations inadequate, and thereby result in the institution by an 
exchange of special procedures which may interfere with the timely 
execution of customers' orders.  However, the Options Clearing 
Corporation, based on forecasts provided by the U.S. exchanges, believes 
that its facilities are adequate to handle the volume of reasonably 
anticipated options transactions, and such exchanges have advised such 
clearing corporation that they believe their facilities will also be 
adequate to handle reasonably anticipated volume.  

When the Fund enters into a futures transaction, it must deliver to the 
Futures Commission Merchant (the "FCM") selected by the Fund an amount 
referred to as "initial margin."  This amount is maintained by the FCM 
in an account at the Fund's Custodian Bank.  Thereafter "variation 
margin" may be paid by the Fund to, or drawn by the Fund from, such 
account in accordance with the controls set for such account.  These 
controls, including the requirement that the Fund draw out amounts in 
excess of $50,000 in any one such account, are intended to protect the 
Fund from misappropriation of such "margin."  The Fund will carefully 
monitor such accounts to seek to minimize the risk attendant upon such 
accounts.  

The Fund will also request that the Custodian Bank segregate other 
securities of the Fund equal in value to the Fund's potential liability 
under such transactions in excess of any amount held by the FCM, so that 
the Fund will always have the necessary assets to fulfill its 
obligation.  The segregated account procedures will comply with 
Investment Company Act Release Number 10666 so the Fund will not be 
deemed to be engaged in the issuance of senior securities.

While the Funds have not adopted fundamental limitations on their 
futures or options activities, they must comply with certain 
requirements of the U.S. Securities and Exchange Commission ("SEC") and 
the Commodities Futures Trading Commission.  For example, these 
provisions require that each Fund shall not purchase or sell any futures 
or puts or calls on futures if immediately thereafter the sum of the 
amount of the Fund's margin deposits (both initial and variation 
deposits) and premiums paid for outstanding puts and/or calls on futures 
would exceed 5% of the value of its total assets.  (While the amount 
represented by such premiums or margin may be small, the value of the 
assets affected by options or futures may be large.)  This limitation 
could, however, change if regulatory provisions applicable to the Fund's 
were to be changed.

The conditions with which each Fund will comply under the terms of an 
Exemptive Order granted by the SEC to Rightime Fund, Inc. include 
requirements that: (1) the Fund maintain liquid assets in the segregated 
custody of its Custodian Bank equal to the combined value of its 
additional obligations for futures and certain other investments; (2) 
the sum of specified premiums and margins not exceed 5% of the Fund's 
market value when such investments are made; (3) the Fund establish and 
maintain funds in FCM Accounts in its Custodian Bank as described in the 
Exemptive Order; and (4) the Fund withdraw excess variation margin from 
such FCM Accounts are described in the Exemptive Order.

MONEY MARKET SECURITIES

Although The Rightime Fund intends to concentrate its investments in 
investment company securities and The Rightime Blue Chip Fund, The 
Rightime MidCap Fund, and The Rightime Social Awareness Fund intend to 
invest their assets primarily in common stocks, each Fund may invest its 
assets directly in money market securities whenever deemed appropriate 
by the Advisor to achieve the Fund's investment objective.  It may 
invest without limitation in such securities on a temporary basis for 
defensive purposes.  

Securities issued or guaranteed as to principal and interest by the 
United States government ("Government Securities") include a variety of 
Treasury securities, which differ in their interest rates, maturities 
and date of issue.  Treasury bills have a maturity of one year or less; 
Treasury notes have maturities of one to ten years; Treasury bonds 
generally have a maturity of greater than five years.  Each Fund will 
only acquire Government Securities which are supported by the "full 
faith and credit" of the United States.  Securities which are backed by 
the full faith and credit of the United States include Treasury bills, 
Treasury notes, Treasury bonds, and obligations of the Government 
National Mortgage Association, the Farmers Home Administration, and the 
Export-Import Bank.  The Fund's direct investments in money market 
securities will generally favor securities with shorter maturities 
(maturities of less than 60 days) which are less affected by price 
fluctuations than those with longer maturities.

Certificates of deposit are certificates issued against funds deposited 
in a commercial bank or a savings and loan association for a definite 
period of time and earning a specified return.  Bankers' acceptances are 
negotiable drafts or bills of exchange, normally drawn by an importer or 
exporter to pay for specific merchandise, which are "accepted" by a 
bank, meaning, in effect, that the bank unconditionally agrees to pay 
the face value of the instrument on maturity.  Investments in bank 
certificates of deposit and bankers' acceptances are limited to domestic 
banks and savings and loan associations that are members of the Federal 
Deposit Insurance Corporation having total assets in excess of five 
hundred million dollars ("Domestic Banks").  

Investments in prime commercial paper may be made in notes, drafts, or 
similar instruments payable on demand or having a maturity at the time 
of issuance not exceeding nine months, exclusive of days of grace, or 
any renewal thereof payable on demand or having a maturity likewise 
limited.  

Under a repurchase agreement the Fund acquires a debt instrument for a 
relatively short period (usually not more than one week) subject to the 
obligation of the seller to repurchase and the Fund to resell such debt 
instrument at a fixed price.  The Fund will enter into repurchase 
agreements only with banks which are members of the Federal Reserve 
System, or securities dealers who are members of a national securities 
exchange or are market makers in government securities and in either 
case, only where the debt instrument collateralizing the repurchase 
agreement is a U.S. Treasury or agency obligation supported by the full 
faith and credit of the U.S.  A repurchase agreement may also be viewed 
as the loan of money by the Fund to the seller.  The resale price 
specified is normally in excess of the purchase price, reflecting an 
agreed upon interest rate.  The rate is effective for the period of time 
the Fund is invested in the agreement and may not be related to the 
coupon rate on the underlying security.  The term of these repurchase 
agreements will usually be short (from overnight to one week) and at no 
time will the Fund invest in repurchase agreements of more than sixty 
days.  The securities which are collateral for the repurchase 
agreements, however, may have maturity dates in excess of sixty days 
from the effective date of the repurchase agreement.  The Fund will 
always receive, as collateral, securities whose market value, including 
accrued interest, will be at least equal to 100% of the dollar amount to 
be paid to the Fund under each agreement at its maturity, and the Fund 
will make payment for such securities only upon physical delivery or 
evidence of book entry transfer to the account of the Custodian.  If the 
seller defaults, the Fund might incur a loss if the value of the 
collateral securing the repurchase agreement declines, and might incur 
disposition costs in connection with liquidation of the collateral.  In 
addition, if bankruptcy proceedings are commenced with respect to the 
seller of the security, collection of the collateral by the Fund may be 
delayed or limited.  The Fund may not enter into a repurchase agreement 
with more than seven days to maturity if, as a result, more than 10% of 
the market value of the Fund's net assets would be invested in such 
repurchase agreements together with any other illiquid assets.  

CONVERTIBLE SECURITIES

Traditional convertible securities include corporate bonds, notes and 
preferred stocks that may be converted into or exchanged for common 
stock, and other securities that also provide an opportunity for equity 
participation.  These securities are generally convertible either at a 
stated price or a stated rate (that is, for a specific number of shares 
of common stock or other security).  As with other fixed income 
securities, the price of a convertible security to some extent varies 
inversely with interest rates.  While providing a fixed-income stream 
(generally higher in yield than the income derivable from a common stock 
but lower than that afforded by a non-convertible debt security), a 
convertible security also affords the investor an opportunity, through 
its conversion feature, to participate in the capital appreciation of 
the common stock into which it is convertible.  As the market price of 
the underlying common stock declines, convertible securities tend to 
trade increasing on a yield basis and so may not experience market value 
declines to the same extent as the underlying common stock.  When the 
market price of the underlying common stock increases, the price of a 
convertible security tends to rise as a reflection of the value of the 
underlying common stock.  To obtain such a higher yield, the Funds may 
be required to pay for a convertible security an amount in excess of the 
value of the underlying common stock.  Common stock acquired by the Fund 
upon conversion of a convertible security will generally be held for so 
long as the Advisor anticipates such stock will provide the Fund with 
opportunities which are consistent with the Fund's investment objective 
and policies.

OTHER INFORMATION

The Advisor will select securities for each Fund based upon an analysis 
of the expected contribution of the security to the Fund's investment 
objective.  Equity securities (such as common and preferred stock) will 
be selected based upon the expected appreciation potential, income, 
and/or liquidity of the security.  Debt securities (such as bonds or 
other obligations, including money market securities), will be selected 
after considered factors such as the interest rate and the soundness of 
the issuer.  In selecting preferred stocks or debt securities, the 
Advisor does not rely upon published ratings of such issuers, but may 
consider such ratings in making its recommendations.  Preferred stocks 
and debt securities in which the Funds may invest will be rated at the 
time of purchase Baa or higher by Moody's Investor Service, Inc., or BBB 
or higher by Standard & Poor's Ratings Group or in the opinion of the 
Advisor will be of comparable quality.  Baa and BBB rated securities are 
considered to have speculative characteristics.  Adverse economic 
conditions and changing circumstances are more likely to lead to a 
weakened capacity to pay principal and interest.  In the event the 
rating on an issue held in a Fund's portfolio is changed by the ratings 
service, such change will be considered by the Fund in its evaluation of 
the overall investment merits of that security.

PORTFOLIO TURNOVER

It is not the policy of any of the Funds to purchase or sell securities 
for short-term trading purposes, but each Fund may sell securities to 
recognize gains or avoid potential for loss.  Each Fund will, however, 
sell any portfolio security (without regard to the time it has been 
held) when the Advisor believes that market conditions, credit-
worthiness factors or general economic conditions warrant such a step.  
Each Fund may seek to avoid untimely portfolio transactions by utilizing 
hedging techniques which reduce the necessity to restructure portions of 
each Fund's portfolio.  Each Fund presently estimates that its 
annualized portfolio turnover rate will generally not exceed 300%.  High 
portfolio turnover might involve additional transaction costs (such as 
brokerage commissions or sales charges) which are borne by the Fund, or 
adverse tax effects.  (See "Dividends, Distributions and Taxes" in the 
Prospectus.) 

HEDGING

Under certain conditions, each Fund may choose to restructure its 
investments in anticipation of market movement.  This could involve the 
sale of investments owned by the Fund to secure gains or to avoid losses 
before an expected decline in the market reduces the market value of 
such securities. 

In place of or to supplement such restructuring, each Fund may seek to 
protect itself from anticipated market action by using "hedging" 
techniques that the Fund expects will generate gains which would offset 
losses on other securities owned by the Fund.  These hedging techniques 
could involve combinations of various techniques, such as the purchase 
or sale of stocks or the use of stock options, stock index options, 
stock index futures and options thereon to seek to achieve increases in 
the values of such options and futures which offset decreases in the 
values of other securities owned by the Fund.  The Advisor would select 
the specific technique(s) based upon analysis of the Fund's portfolio, 
market conditions, relative costs and risks, tax effects and other 
factors.  There can be variations between the relative movements of 
investments and the hedge selected with respect to that investment.  
This may increase or decrease the gains or losses each Fund achieves by 
its hedging relative to its losses or gains on the hedged investments.

TEMPORARY DEFENSIVE INVESTMENT POLICIES

Each Fund reserves the right to protect the value of its investments by 
temporarily foregoing the Fund's objective for protection and stability 
of its assets when volatile or abnormal market conditions are 
anticipated by the Advisor (as indicated by rapidly accelerating 
inflation or interest rates, sharply declining stock markets, increasing 
deterioration in the banking situation and/or increasing threats to 
national or world security).  This will involve the selection of high 
proportions, up to 100%, of temporary defensive investments such as U.S. 
Government securities or other money market securities, the use of very 
short portfolio maturities of 60 days or less, other investments which 
protect the value of the Fund, and similar techniques such as holding 
cash.

INVESTMENT RESTRICTIONS

Each Fund has adopted the Investment Restrictions set forth below, which 
cannot be changed without the approval of a majority of the outstanding 
voting securities of the Fund.  As provided in the Investment Company 
Act of 1940 a "vote of a majority of the outstanding voting securities" 
of the Fund means the affirmative vote of the lesser of:  (i) more than 
50% of the outstanding shares of the Fund; or (ii) 67% or more of the 
shares present at a meeting if more than 50% of the outstanding shares 
are represented at the meeting in person or by proxy.  So long as 
percentage restrictions are observed by a Fund at the time it purchases 
any security, changes in values of particular Fund assets or the assets 
of the Fund as a whole will not cause a violation of any of the 
following restrictions. 

For All Funds - The Funds will not:

(1) as to 75% of the Fund's total assets, invest more than 5% of its 
total assets in the securities of any one issuer.  (This limitation does 
not apply to cash and cash items, obligations issued or guaranteed by 
the United States government, its agencies or instrumentalities, or 
securities of other investment companies);

(2) purchase more than 10% of the voting securities or more than 10% of 
any class of securities of any issuer.  (For purposes of this 
restriction, all outstanding fixed income securities of an issuer are 
considered as one class);

(3) purchase or sell commodities or commodity futures contracts, other 
than those financial futures outlined in the Fund's current Prospectus, 
and as described in this SAI;

(4) make loans of money or securities, except (a) by the purchase of 
fixed income obligations in which the Fund may invest consistent with 
its investment objective and policies; or (b) by investment in 
repurchase agreements;

(5) invest in securities of any company if, to the knowledge of the 
Fund, any officer or director of the Company or the Advisor owns more 
than 0.5% of the outstanding securities of such company and such 
officers and directors (who own more than 0.5%) in the aggregate own 
more than 5% of the outstanding securities of such company;

(6) borrow money, except the Fund may borrow from banks: (a) for 
temporary or emergency purposes in an amount not exceeding 5% of the 
Fund's assets; or (b) to meet redemption requests that might otherwise 
require the untimely disposition of portfolio securities in an amount up 
to 33 1/3% of the value of the Fund's total assets (including the amount 
borrowed) valued at market less liabilities (not including the amount 
borrowed) at the time the borrowing was made.  While borrowings exceed 
5% of the value of the Fund's total assets, the Fund will not make 
additional investments;

(7) pledge, hypothecate, mortgage or otherwise encumber its assets, 
except in an amount up to 33 1/3% of the value of its net assets but 
only to secure borrowings for temporary or emergency purposes, such as 
to effect redemptions; 

(8) purchase the securities of any issuer if, as a result, more than 10% 
of the value of the Fund's net assets would be invested (a) in 
securities that are subject to legal or contractual restrictions on 
resale ("restricted securities"), (b) in securities for which there are 
no readily available market quotations, or (c) in repurchase agreements 
maturing in more than seven days;

(9) issue senior securities, except to the extent that an investment 
technique described in the Fund's prospectus (such as the use of stock 
index futures) may be deemed  to involve a "senior security;"  

(10) engage in the underwriting of securities except insofar as the Fund 
may be deemed an underwriter under the Securities Act of 1933 in 
disposing of a portfolio security;  

(11) purchase or sell real estate or interests therein, although it may 
purchase securities of issuers which engage in real estate operations 
and securities which are secured by real estate or interests therein;  

(12) invest for the purpose of exercising control or management of 
another company;  

(13) purchase oil, gas or other mineral leases, rights or royalty 
contracts or exploration or development programs, except that the Fund 
may invest in the securities of companies which invest in or sponsor 
such programs;  

(14) make purchases of securities on "margin" (though the Fund will 
comply with applicable requirements of the Commodities Futures Trading 
Commission with respect to futures); or

(15) sell securities short;

In addition to the above restrictions, The Rightime Fund is also subject 
to the following restrictions that it may not:

(16) concentrate its investments in any industry other than registered 
investment companies;

(17) invest in any investment company if, at the time of investment, a 
purchase of its shares would result in the Fund and its affiliates 
owning more than 3% of the total outstanding stock of such investment 
company; and

(18) invest in any investment company which itself does not qualify as a 
diversified investment company under the Internal Revenue Code.

In addition restrictions 1 through 15, The Rightime Blue Chip Fund, The 
Rightime MidCap Fund and The Rightime Social Awareness Fund are also 
subject to the following restriction that it may not:

(19) concentrate its investments in any industry.

Non-Fundamental Restrictions

In addition to the restrictions outlined above, the Funds (as indicated 
below) will also be subject, as a matter of operating policy, to the 
restrictions noted below:  (1) (All Funds) The Funds may only invest in 
other investment companies within limits set by the Investment Company 
Act of 1940.  With respect to all Funds other than The Rightime Fund, 
this would allow a Fund to invest up to 10% of its total assets in other 
investment companies, although not more than 5% of the Fund's total 
assets may be invested in any one investment company and the Fund's 
investment in another investment company may not represent more than 3% 
of the securities of any one investment company.  (2) (All Funds) The 
Funds may also acquire securities of other investment companies beyond 
such limits pursuant to a merger, consolidation or reorganization.

INVESTMENT ADVISOR

The investments of each Fund are managed by Rightime Econometrics, Inc. 
(the "Advisor"), 1095 Rydal Road, Rydal, Pennsylvania, 19046-1711, under 
an Investment Advisory Agreement (the "Advisory Agreement") which became 
effective as to the Funds on the following dates:  The Rightime Fund, 
March 26, 1985; The Rightime Blue Chip Fund, July 1, 1987; The Rightime 
MidCap Fund, November 10, 1991; and The Rightime Social Awareness Fund, 
on March 1, 1990.  Each Agreement was initially approved by the Board of 
Directors for a term of two years from its effective date, subject to 
shareholder ratification.  Each Agreement will continue in effect from 
year to year thereafter only if such continuance is approved annually by 
either the Fund's Board of Directors or by a vote of a majority of the 
outstanding voting securities of the Fund and in either case by the vote 
of a majority of the directors who are not parties to the Agreement or 
interested persons (as such term is defined in the Investment Company 
Act of 1940, as amended) of any party to the Agreement, voting in person 
at a meeting called for the purpose of voting on such approval.  Each 
Agreement may be terminated at any time without penalty by the Fund's 
Board of Directors or by a majority vote of the outstanding shares of 
the Fund, or by the Investment Advisor, in each instance on not less 
than 60 days' written notice and shall automatically terminate in the 
event of its assignment

As compensation  for its services, the Advisor receives a fee, computed 
daily and payable monthly, at the annualized rate of 0.50% of the 
average daily net assets of each The Rightime Fund, The Rightime Blue 
Chip Fund, The Rightime MidCap Fund and The Rightime Social Awareness 
Fund.

The following table shows the fees paid by each series pursuant to its 
Advisory Agreement, during the three most recent fiscal years:

                                         1998         1997         1996
                                  -----------  -----------  -----------
The Rightime Fund                    $562,069     $778,525     $830,865
The Rightime Government 
Securities Fund+                      $20,412      $33,110      $57,725
The Rightime Blue Chip Fund        $1,322,530   $1,432,253   $1,360,520
The Rightime Social 
Awareness Fund                        $65,411      $53,093      $40,814
The Rightime MidCap Fund             $336,885     $394,749     $396,405

+ On June 26, 1998, The Rightime Government Securities Fund was merged 
into The Rightime Blue Chip Fund. 

The sole officer, director and shareholder of the Advisor is David J. 
Rights.  Mr. Rights is also the Chairman of the Board, President and 
Treasurer of the Fund and the President and Treasurer of Rightime 
Administrators, Inc., the Fund's administrator.  Mr. Rights is the owner 
of RTE Securities, Inc., a broker-dealer firm which has been retained by 
Lincoln Investment Planning, Inc. the Fund's distributor and transfer 
agent, to provide consulting and wholesaling services with respect to 
the distribution of the Fund's shares.  The Advisor presently serves as 
advisor to other clients and may do so in the future.  

DISTRIBUTOR

Pursuant to the Distribution Agreement for each Fund, the expenses of 
printing all sales literature, including prospectuses, are to be borne 
by Lincoln Investment Planning, Inc. (the "Distributor").  Each 
Distribution Agreement provides that it will continue in effect from 
year to year only so long as such continuance is specifically approved 
at least annually by either the Fund's Board of Directors or by a vote 
of a majority of the outstanding voting securities of the Fund and in 
either case by the vote of a majority of the directors who are not 
"interested persons" of the Fund as defined in the 1940 Act (and each of 
whom has no direct or indirect financial interest in the Plan or any 
agreement related thereto, referred to as the "Independent Directors"), 
voting in person at a meeting called for the purpose of voting on such 
approval.  Each agreement will terminate automatically in the event of 
its assignment.  Under each Distribution Agreement, the Distributor is 
the exclusive agent for the Fund's shares, and has the right to select 
selling dealers to offer the shares to investors.  

Edward S. Forst, Sr., the Vice-President and Secretary of The Rightime 
Fund, Inc., is the Chairman of the Distributor; he is also Vice 
President and Secretary of Rightime Administrators, Inc., each Fund's 
Administrator.  David J. Rights, through RTE Securities, Inc., provides 
consulting and wholesaling services to the Distributor, and holds other 
positions with Fund affiliates as described above under "Investment 
Advisor."

The services provided by the Distributor under each Distribution 
Agreement relate to the sale of the Fund's shares.  These services are 
separate from those provided by the Distributor in its capacity as sub-
administrator to Rightime Administrators, Inc., such as receiving and 
responding to shareholder inquiries, assisting each Fund with tax 
returns, proxy statements, and other services not undertaken to 
distribute shares.

The Plans provide for the use of Fund assets to pay expenses of 
distributing Fund shares.  The Distribution Agreements and the Plans 
were each approved by the Boards of Directors, including a majority of 
the Independent Directors.  Each Fund's Plan and the agreements under 
each Plan may be different from, and will operate independently of, any 
plan adopted by any other series of the Company.  Each Plan may be 
terminated at any time by the vote of the Company's Board of Directors 
or the Independent Directors, or by the vote of a majority of the 
outstanding voting securities of the Fund.

As compensation for its services, the Distributor receives a fee, 
computed daily and payable monthly, at an annualized rate of each Fund's 
average daily net assets of 0.75% for The Rightime Fund, and 0.50% for 
The Rightime Blue Chip Fund, The Rightime MidCap Fund, and The Rightime 
Social Awareness Fund.  The Plans provide that each Fund's costs may not 
exceed the annual rates listed above, for payments to the Distributor, 
sales representative or third parties who render promotional and 
distribution services, for items such as advertising expenses, selling 
expenses, commission or travel reasonably intended to result in sales of 
shares of the Fund and for the printing or prospectuses sent to 
prospective investors.  The Funds will not bear any distribution 
expenses in excess of their payments to the Distributor under the Plans 
at the rates set forth above. 

The Plans do not limit the amounts paid to the Distributor by each Fund 
to amounts actually expended by the Distributor, and it is therefore 
possible for payments to the Distributor to exceed its expenses in a 
particular year.  At the present time, however, the budgeted expenses of 
the Distributor, including commissions to its representatives and those 
of other dealers, will substantially exceed the payments received under 
each Distribution Agreement.  The Distributor will advance such amounts 
from its own resources, and while the Distributor hopes to recover such 
"excess" payments through its normal fees in later years, the Funds are 
not legally obligated to repay such excess amounts or to continue the 
Plans or the Distribution Agreements for such purpose.  Although the 
Plans may be amended by the Board of Directors, any change in a Plan 
that would materially increase the amounts authorized to be paid under 
the Plan must be approved by a shareholder vote.

Commissions for distribution of Fund shares and other compensation 
received by Lincoln Investment Planning during the Fund's fiscal years 
ended October 31, 1996, 1997 and 1998:

<TABLE>
<CAPTION>
                             Net         Distributor
           Total         Underwriting    Compensation 
        Underwriting    Commissions to  on Redemption     Brokerage        Other 
        Commissions       Distributor   and Repurchases   Commissions  Compensation

<S>    <C>              <C>                  <C>           <C>             <C>
1998   $  628,172*        $  628,172         -0-             -0-            -0-
1997   $1,148,636*        $1,148,636         -0-             -0-            -0-
1996   $1,236,367*        $1,236,367         -0-             -0-            -0-

* Does not include nominal amounts paid to Lincoln Investment Planning 
by investment companies whose shares are purchased by The Rightime Fund 
to compensate Lincoln Investment Planning for shareholder servicing 
and/or distribution activities on behalf of such companies.

</TABLE>


DISTRIBUTION PLAN

Pursuant to each Fund's 12b-1 Distribution Plan, each Fund may incur 
distribution costs which may not exceed: 0.50% per annum of The Rightime 
Fund's net assets and 0.25% per annum for each of The Rightime Blue Chip 
Fund's, The Rightime Social Awareness Fund's and The Rightime MidCap 
Fund's net assets for payments to the Distributor or others for items 
such as advertising expenses, selling expenses, commissions or travel 
reasonably intended to result in sales of shares of the Fund.  The 12b-1 
Distribution Plan for each Fund also provides that each Fund may incur a 
shareholder servicing fee of 0.25% per annum of the Fund's net assets 
which is paid to the Distributor or others for ongoing servicing and/or 
maintenance of shareholder accounts.

During the most recent fiscal year, the distribution expenses paid by 
the Funds were as follows:  The Rightime Fund $562,069 The Rightime 
Government Securities Fund $0*; The Rightime Blue Chip Fund  $661,265; 
The Rightime Social Awareness Fund $32,705; and The Rightime MidCap Fund 
$168,443.  The shareholder servicing expenses paid by the Series of the 
Fund were as follows:  The Rightime Fund $281,035; The Rightime 
Government Securities Fund $12,758*; The Rightime Blue Chip Fund 
$661,265; The Rightime Social Awareness Fund $32,705; and The Rightime 
MidCap Fund $168,443.  

The following table sets forth the distribution and shareholder 
servicing expenses paid on behalf of each series by the Distributor 
during the most recent fiscal year ended October 31, 1998.  The excess 
costs incurred over payments received from the Funds pursuant to each 
Fund's 12b-1 Distribution Plan were paid by the Distributor from its own 
resources and will not be reimbursed by the Fund.

ALLOCATION OF PORTFOLIO BROKERAGE

The Advisor, in effecting the purchases and sales of portfolio 
securities for the account of each Fund, will seek execution of trades 
either: (i) at the most favorable and competitive rate of commission 
charged by any broker, dealer or member of an exchange; or (ii) at a 
higher rate of commission charges if reasonable in relation to brokerage 
and research services provided to the Fund or the Advisor by such 
member, broker, or dealer.  Such services may include, but are not 
limited to, any one or more of the following:  Information as to the 
availability of securities for purchase or sale; statistical or factual 
information or opinions pertaining to investments.  The Advisor may use 
research and services provided to it by brokers and dealers in servicing 
all its clients, however, not all such services will be used by the 
Advisor in connection with the Fund.

Portfolio orders may be placed with affiliated broker-dealers, and in 
such case, the affiliated broker-dealers will receive brokerage 
commissions.  However, portfolio orders will be placed with the 
affiliated broker-dealers only where the price being charged and the 
services being provided compare favorably with those which would be 
charged to the Fund by non-affiliated broker-dealers, and with those 
charged by the affiliated broker to other unaffiliated customers, on 
transactions of a like size and nature.  Brokerage may also be allocated 
to dealers in consideration of Fund share distribution but only when 
execution and price are comparable to that offered by other brokers.  
The Fund follows the standards of SEC Rule 17e-1 under the Investment 
Company Act of 1940 which requires that the commission paid to the 
Distributor must be reasonable and fair compared to the commissions, 
fees or other remuneration received or to be received by other brokers 
in connection with comparable transactions involving similar securities 
during a comparable period of time.

For the Fund's last three fiscal years ended October 31, none of the 
Fund's aggregate brokerage commissions were paid to Lincoln Investment 
Planning, Inc., and for the same periods, none of the Fund's aggregate 
amount of portfolio transactions (purchases and sales) were effected by 
Lincoln.  Lincoln does, however, assist the Rightime Fund in purchasing 
investment company shares and, while Lincoln does not accept any front 
or back end sales charges in connection with such transactions, it may 
receive distribution fees.  

The Advisor is responsible for making the Fund's portfolio decisions 
subject to instructions described in the prospectus.  The Board of 
Directors may however impose limitations on the allocation of portfolio 
brokerage.  

The Fund expects that purchases and sales of portfolio money market 
securities will be principal transactions.  Such securities are normally 
purchased directly from the issuer or from an underwriter or market 
maker for the securities.  There will usually be no brokerage 
commissions paid by the Fund for such purchases.  Purchases from the 
underwriters will include the underwriter commission or concession and 
purchases from dealers serving as market makers will include the spread 
between the bid and asked price.  

ADMINISTRATOR

Each Fund has selected Rightime Administrators, Inc. (the 
"Administrator") to serve as the Administrator of the Fund.  The 
Administrator which is affiliated with the Advisor is located at 218 
Glenside Avenue, Wyncote, PA 19095-1595.  The Administrator serves under 
an agreement (the "Administration Agreement") with the Company on behalf 
of each Fund, dated the same date as the respective Fund's Advisory 
Agreement.  

Each Administration Agreement provides that the Administrator will 
administer the Fund's affairs subject to the supervision of the 
Company's Board of Directors and, in connection therewith, furnish each 
Fund with office facilities, and with any ordinary clerical and 
bookkeeping services not furnished by the Fund's Transfer Agent or 
Custodian.  The Administrator has authorized any of its directors, 
officers or employees who are elected as directors or officers of the 
Company, including a majority of the directors who are not "interested 
persons," as defined in the Investment Company Act of 1940, as amended, 
with respect to each Fund.  The Administrator has retained Lincoln 
Investment Planning, Inc., the Distributor and Transfer Agent for each 
Fund, to provide certain accounting services and shareholder services 
for each Fund. 

As compensation for its services, the Administrator receives a fee, 
computed daily and payable monthly, at an annualized rate of each Fund's 
average daily net assets of 0.95% for The Rightime Fund, and 0.85% for 
each The Rightime Blue Chip Fund, The Rightime MidCap Fund, and The 
Rightime Social Awareness Fund.  The Administrator will pay the fees of 
the Distributor for the accounting and shareholder services referred to 
in the previous paragraph.

CUSTODIAN

First Union National Bank, 530 Walnut Street, Pennsylvania 19106, 
serves as the Custodian of the securities and cash for each Fund.

TRANSFER AGENT

Lincoln Investment Planning, Inc. serves as Transfer Agent, Dividend 
Disbursing Agent and Redemption Agent for redemptions pursuant to a 
Transfer and Dividend Disbursing Agency Agreement approved by the 
shareholders of The Rightime Fund, Inc. at a meeting held for such 
purpose on October 23, 1986.  The agreement is subject to annual renewal 
by the Board of Directors of the Fund, including the directors who are 
not interested persons of the Fund or of the Transfer Agent.  Pursuant 
to the agreement, as amended and approved by the Board of Directors, the 
Transfer Agent receives a fee calculated at an annual rate of $15.00 per 
shareholder account and will be reimbursed out-of-pocket expenses 
incurred on the Fund's behalf.

The Transfer Agent acts as paying agent for all Fund expenses and 
provides all the necessary facilities, equipment and personnel to 
perform the usual or ordinary services of Transfer and Dividend Paying 
Agent, including:  receiving and processing orders and payments for 
purchases of shares, opening stockholder accounts, preparing annual 
stockholder meeting lists, mailing proxy material, receiving and 
tabulating proxies, mailing stockholder reports and prospectuses, 
withholding certain taxes on nonresident alien accounts, disbursing 
income dividends and capital distributions, preparing and filing U.S. 
Treasury Department Form 1099 (or equivalent) for all stockholders, 
preparing and mailing confirmation forms to stockholders for all 
purposes and redemption of the Fund's shares and all other confirmable 
transactions in stockholders' accounts, recording reinvestment of 
dividends and distributions of the Fund's shares and causing redemption 
of shares for and disbursements of proceeds to withdrawal plan 
stockholders.  The Transfer Agent may contract with other parties to 
provide services under the agreement.  Pursuant to this authority, the 
Transfer Agent has entered into an agreement under which DST Systems 
Inc. and its subsidiaries provide computer services and the printing and 
distribution of confirmations and tax forms.

The Transfer Agent received compensation for its services for the fiscal 
years ended in 1996, 1997 and 1998, respectively, $704,111; $694,812 and 
$721,419.

GENERAL OPERATIONS

Except as indicated above, each Fund is responsible for the payment 
of its expenses, including: (a) the fees payable to the Advisor, 
Administrator, and the Distributor; (b) the fees and expenses of 
Directors who are not affiliated with the Advisor, the Administrator, or 
the Distributor; (c) the fees and certain expenses of the Fund's 
Custodian and Transfer Agent; (d) the charges and expenses of the 
Company's legal counsel and independent accountants; (e) brokers' 
commissions and any issue or transfer taxes in connection with its 
securities transactions; (f) all taxes and corporate fees payable to 
governmental agencies; (g) the fees of any trade association of which 
each Fund is a member; (h) the cost of stock certificates representing 
shares of each Fund; (i) reimbursements of the organization expenses of 
each Fund; (j) the fees and expenses involved in registering and 
maintaining registration of the Company and the shares of each Fund with 
the U.S. Securities and Exchange Commission, paying notice filing fees 
to states in which Fund shares are sold, and the preparation and 
printing of the Company's registration statements and prospectuses; for 
such purposes; (k) allocable communication expenses with respect to 
investor services and all expenses of shareholders and directors 
meetings and of preparing, printing and mailing prospectuses and reports 
to shareholders; and (l) litigation and indemnification expenses and 
other extraordinary expenses not incurred in the ordinary course of each 
Fund's business. Expenses which are identifiable to a specific Fund are 
charged to the appropriate Fund and general corporate expenses are 
allocated proportionately to each Fund based on relative net assets.

PURCHASE OF SHARES

The shares of the Fund are continuously offered by the Distributor.  
Orders for the purchase of shares of the Fund received by the 
Distributor prior to the close of regular trading on any day the New 
York Stock Exchange ("NYSE") is open for trading will be confirmed at 
the offering price next determined (based upon the sales charges and 
valuation procedures described in the Prospectus) as of the close of 
regular trading of the NYSE on that day.  The NYSE is scheduled to be 
open Monday through Friday throughout the year except for New Year's 
Day, Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial 
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.  
Orders received by the Distributor after the close of regular trading of 
the NYSE will be confirmed at the next day's price.  It is the 
responsibility of dealers to transmit orders received by them promptly 
to the Distributor.  

Purchases of The Rightime Blue Chip Fund, The Rightime Social Awareness 
Fund, and The Rightime MidCap Fund of $50,000 or more at offering price 
carry reduced sales loads as shown in the table below and may include a 
series of purchases over a 13-month period under a Letter of Intention 
signed by a purchaser.  The sales loads set forth below are applicable 
to purchases made at one time by an individual; or an individual, his or 
her spouse and their children under the age of 21; or a trustee or other 
fiduciary of a single trust estate or single fiduciary account 
(including an employee benefit plan qualified under Section 401 of the 
Internal Revenue Code).  For purchases of $2 million or more, there is 
no sales charge.

                    Sales Load as % of  Sales Load as % of     Dealer
Amount of Purchase    Offering Price     Amount Invested     Concession*

Less than $50,000         4.75%                4.99%            4.25%

$50,000 but 
under $100,000            3.75%                3.90%            3.35%

$100,000 but 
under $500,000            2.75%                2.83%            2.45%

$500,000 but
under $1,000,000          1.75%                1.80%            1.55%

$1,000,000 but 
under $2,000,000          0.75%                0.76%            0.65%

For purchases of $2 million or more there is no sales load.

* In some circumstances, the Distributor may allow a larger percentage 
of the sales load to dealers.  Such dealers may have additional 
responsibilities under the federal securities laws.


The Fund must be notified when a sale takes place which would qualify 
for the reduced sales charge on the basis of previous purchases and 
current purchases.  The reduced sales charge will be granted upon 
confirmation of the shareholder's holdings by the Fund.  

Letter of Intent:  Shareholders of The Rightime Blue Chip Fund, The 
Rightime MidCap Fund and The Rightime Social Awareness Fund may reduce 
their sales loads by signing a Letter of Intent that permits purchases 
over a 13-month period.  The above table is also applicable to the 
aggregate amount of purchases made by any such purchaser previously 
enumerated within a 13-month period pursuant to a written Letter of 
Intent provided by the Distributor, and not legally binding on the 
signer or the Fund, which includes provisions for a price adjustment, 
depending upon the actual amount purchased within such period, and which 
provides for the holding in escrow by the Distributor of 5% of the total 
amount intended to be purchased until such purchase is completed within 
the 13-month period.  If the intended investment is not completed, the 
purchaser will be asked to pay an amount equal to the difference between 
the sales load on the shares purchased at the reduced rate and the sales 
load otherwise applicable to the total shares purchased.  If such 
payment is not made within 20 days following the expiration of the 13-
month period, the Distributor will surrender an appropriate number of 
the escrowed shares for redemption in order to realize the difference.  
Such purchasers may include the value (at offering price at the level 
designated in their Letter of Intent) of all their shares of the Fund 
previously purchased and still held as of the date of their Letter of 
Intent toward the completion of such Letter.

Right of Accumulation:  The reduced sales load is applicable to any 
subsequent purchases of shares of the Fund, by any such purchaser where 
the aggregate investment in the Funds by such purchaser is $50,000 or 
more.  The Right of Accumulation is applicable to purchases made at any 
one time by an individual; or an individual, his or her spouse and their 
children under the age of 21; or a trustee or other fiduciary of a 
single trust estate or single fiduciary account (including an employee 
benefit plan qualified under Section 401 of the IRC).

Waiver of Sales Loads:  The sales load will not apply to purchases of 
The Rightime Blue Chip Fund, The Rightime MidCap Fund and The Rightime 
Social Awareness Fund in the following circumstances, provided that the 
Funds are notified at the time of purchase:

(bullet) Shares acquired through dividend or capital gain reinvestment from any 
series of The Rightime Fund, Inc.;

(bullet) Shares acquired by the officers, directors and employees of Rightime 
Econometrics, Inc., Lincoln Investment Planning, Inc., and The Rightime 
Fund, Inc.;

(bullet) Shares acquired by any pension, profit-sharing or qualified retirement 
plan of Rightime Econometrics, Inc. and Lincoln Investment Planning, 
Inc.;

(bullet) Shares acquired by registered representatives of dealers who have 
entered into dealers' agreements with the Distributor;

(bullet) Shares acquired by certain family members of any such individual and 
their spouses identified above and certain trusts, pension, profit 
sharing or qualified retirement plan for the sole benefit of such 
persons;

(bullet) Shares acquired and paid for with the proceeds from a Teacher's 
Insurance Annuity Association (TIAA) or College Retirement Equity Fund 
(CREF) account, and ongoing retirement plan investments after a TIAA-
CREF transfer is received;

(bullet) Shares acquired and paid for with the proceeds from accounts of 
employees of organizations who have or had a contract or agreement with 
TIAA or CREF, and ongoing retirement plan investments after the transfer 
is received;

(bullet) Shares acquired and paid for with the proceeds of a redemption of an 
account in an unaffiliated mutual fund when the assets were managed by 
an outside investment advisor or market timer for a minimum of one year; 
and

(bullet) Shares acquired and paid for with the proceeds of a redemption of an 
account in an unaffiliated mutual fund or insurance company which had 
previously incurred an initial sales charge or contingent deferred sales 
charge provided the assets maintain dealer or registered representative 
continuity.  To qualify for this waiver, the Fund may require evidence 
of the previously incurred charges.

Retirement Investing

Shares of the Funds are available to all types of tax-deferred 
retirement plans including custodial accounts described in Section 
403(b) of the Internal Revenue Code.  Qualified investors benefit from 
the tax-free compounding of income dividends and capital gains 
distributions.  You can transfer an existing plan into the Fund or set 
up a new plan by calling the Fund.  The following is a brief description 
of the retirement investing options.

Individual Retirement Accounts (IRAs) - Individuals, who are not active 
participants in an employer maintained retirement plan are eligible to 
contribute on a deductible basis to an IRA account.  The IRA deduction 
is also available for individual taxpayers and married couples with 
adjusted gross incomes not in excess of certain specified limits.  All 
individuals may make nondeductible IRA contributions to a separate 
account to the extent that they are not eligible for a deductible 
contribution.  Income earned by an IRA account is tax deferred.  The 
Fund also makes its shares available to be held within special IRA 
programs called SEP-IRAs (Simplified Employee Pension-IRA) and SIMPLE-
IRAs (Savings Incentive Match Plan for Employees-IRA).  These programs 
allow employees to set up IRA accounts, into which employers can make 
contributions in lieu of establishing retirement plans for such 
employees.  SEP-IRAs and SIMPLE-IRAs can free employers of many of the 
recordkeeping requirements of establishing and maintaining a retirement 
plan trust.  

If you have received a lump sum distribution from another qualified 
retirement plan, you may rollover all or part of that distribution into 
an IRA.  Your rollover contribution is not subject to the limits on 
annual IRA contributions.  By acting within applicable time limits of 
the lump sum distribution you can continue to defer Federal income taxes 
on your lump sum contribution and on any income that is earned on that 
contribution.  

Roth IRA - In a Roth IRA, amounts contributed to the IRA are not tax 
deductible at the time of the contribution.  Amounts invested are 
permitted to grow tax-free and distributions from the IRA are not 
subject to tax if you have held the IRA for more than five years more, 
and the distributions meet certain qualifying restrictions.  Investors 
filing as single taxpayers who have adjusted gross incomes of $95,000 or 
more, and investors filing as joint taxpayers with adjusted gross 
incomes of $150,000 or more may find their participation in this IRA to 
be restricted.  Taxpayers with adjusted gross incomes of less than 
$100,000 can convert assets in traditional IRAs to a Roth IRA without 
paying the 10% early withdrawal tax.  The deemed distribution of IRA 
assets will be included in income.  However, if the assets are rolled 
over before January 1, 1999, the amount required to be included in gross 
income will be spread ratably over the four-tax-year period beginning 
with the tax year in which the distribution is made.

Education IRA - In an Education IRA, parents or others may contribute up 
to $500 annually to an education IRA on behalf of any child under age 
18.  This IRA is subject to the same AGI limits as the Roth IRA above, 
and there are other contribution restrictions that may apply including a 
6% excise tax on total contributions in excess of $500 per child per 
year.  The earnings accumulate tax free, and assets that have 
accumulated in the IRA may be distributed tax free when used to pay 
qualified higher education expenses.

KEOGH Plans for Self-Employed - If you are a self-employed individual, 
you may establish a Self-Employed Retirement (KEOGH) Plan and contribute 
up to the maximum amounts permitted for your plan under current tax 
laws.  Under a Defined Benefit KEOGH Plan, you may establish a program 
with a specific amount of retirement income as your objective.  The 
annual contributions needed to achieve this goal are calculated 
actuarially and can sometimes exceed the tax-deductible contributions 
allowed under a regular KEOGH Plan.  

Tax-Sheltered Custodial Accounts - If you are an employee of a public 
school, state college or university, or an employee of a non-profit 
organization exempt from tax under Section 501(c)(3) of the IRC, you may 
be eligible to make contributions into a custodial account (pursuant to 
section 403(b)(7) of the IRC) which invests in Fund shares.  Such 
contributions, to the extent that they do not exceed certain limits, are 
excludable from the gross income of the employee for federal income tax 
purposes.  

Other Retirement, Savings, and Deferred Compensation Plans - Our 
Investment Advisor and Distributor make available, through their 
affiliates, a full range of consulting and plan administrative services, 
on a fee basis.  Information is available to explain and assist you with 
the establishment of various types of corporate retirement plans, 
education and charitable organizations deferred compensation plans, 
thrift and savings plans.  Also available are automated recordkeeping 
and actuarial services for tax-sheltered plan sponsors which fulfill all 
appropriate accounting and recordkeeping requirements.  These services 
can also accommodate so called "split-funding" options where plan assets 
may be invested in various investments in addition to the Fund.

How to Establish Retirement Accounts - All the foregoing retirement plan 
options require special applications or plan documents.  Please call us 
to obtain information regarding the establishing of retirement plan 
accounts.  FirstUnion National Bank acts as the plan custodian for 
retirement plan accounts with the Fund, and charges nominal fees in 
connection with plan establishment and maintenance.  These fees are 
detailed in the plan documents.  You may wish to consult with your 
attorney or other tax advisor for specific advice prior to establishing 
a plan.  

Systematic Withdrawal Plan

You can arrange to make systematic cash withdrawals from your account 
monthly, quarterly or annually.  Your account, initially, must be at 
least $5,000 in order to establish this service, although the 
withdrawals may continue even though your account subsequently drops 
below $5,000.  Each payment must be for an amount not less than $25.  If 
the periodic amount you elect to withdraw is more than the increase in 
the value of any income or gains in your account, the withdrawals can 
deplete the value of your account.  If the withdrawals are to be sent to 
someone who is not a registered owner of the shares, a signature 
guarantee is required on your application for this service.  The Fund 
bears the cost of providing this plan at the present time.  Please 
contact the Fund to obtain information about establishing a systematic 
withdrawal plan.

In-Kind Redemptions

To comply with certain state securities regulations, the Fund has 
undertaken that any portfolio securities issued in an in-kind redemption 
will be readily marketable securities.

DISTRIBUTION AND TAXES

Distributions

Distributions of Net Investment Income.  Each Fund receives income 
generally in the form of dividends and interest on its investments.  
This income, less expenses incurred in the operation of a Fund, 
constitute its net investment income from which dividends may be paid to 
you.  Any distributions by a Fund from such income will be taxable to 
you as ordinary income, whether you take them in cash or in additional 
shares.

Distributions of Capital Gains.  Each Fund may derive capital gains and 
losses in connection with sales or other dispositions of its portfolio 
securities. Distributions derived from the excess of net short-term 
capital gain over net long-term capital loss will be taxable to you as 
ordinary income.  Distributions paid from long-term capital gains 
realized by a Fund will be taxable to you as long-term capital gain, 
regardless of how long you have held your shares in the Fund.  Any net 
short-term or long-term capital gains realized by a Fund (net of any 
capital loss carryovers) generally will be distributed once each year, 
and may be distributed more frequently, if necessary, in order to reduce 
or eliminate federal excise or income taxes on a Fund.

Information on the Tax Character of Distributions.  Each Fund will 
inform you of the amount and character of your distributions at the time 
they are paid, and will advise you of the tax status for federal income 
tax purposes of such distributions shortly after the close of each 
calendar year.  If you have not held Fund shares for a full year, you 
may have designated and distributed to you as ordinary income or capital 
gain a percentage of income that is not equal to the actual amount of 
such income earned during the period of your investment in a Fund.

Taxes

Election to be Taxed as a Regulated Investment Company.  Each Fund has 
elected to be treated as a regulated investment company under Subchapter 
M of the Code, has qualified as such for its most recent fiscal year, 
and intends to so qualify during the current fiscal year.  As a 
regulated investment company, each Fund generally pays no federal income 
tax on the income and gains it distributes to you.  The Board reserves 
the right not to maintain the qualification of a Fund as a regulated 
investment company if it determines such course of action to be 
beneficial to you.  In such case, a Fund will be subject to federal, and 
possibly state, corporate taxes on its taxable income and gains, and 
distributions to you will be taxed as ordinary dividend income to the 
extent of a Fund's available earnings and profits.

Excise Tax Distribution Requirements.  The Code requires each Fund to 
distribute at least 98% of its taxable ordinary income earned during the 
calendar year and 98% of its capital gain net income earned during the 
twelve month period ending October 31 (in addition to undistributed 
amounts from the prior year) to you by December 31 of each year in order 
to avoid federal excise taxes.  Each Fund intends to declare and pay 
sufficient dividends in December (or in January that are treated by you 
as received in December) but does not guarantee and can give no 
assurances that its distributions will be sufficient to eliminate all 
such taxes.

Redemption of Fund Shares.  Redemptions and exchanges of Fund shares are 
taxable transactions for federal and state income tax purposes that 
cause you to recognize a gain or loss.  If you hold your shares as a 
capital asset, the gain or loss that you realize will be capital gain or 
loss.  Any loss incurred on the redemption or exchange of shares held 
for six months or less will be treated as a long-term capital loss to 
the extent of any long-term capital gains distributed to you by a Fund 
on those shares.

All or a portion of any loss that you realize upon the redemption of 
your Fund shares will be disallowed to the extent that you purchase 
other shares in the Fund (through reinvestment of dividends or 
otherwise) within 30 days before or after your share redemption.  Any 
loss disallowed under these rules will be added to your tax basis in the 
new shares you purchase.

Deferral of Basis.  All or a portion of the sales charge that you paid 
for your shares in a Fund will be excluded from your tax basis in any of 
the shares sold within 90 days of their purchase (for the purpose of 
determining gain or loss upon the sale of such shares) if you reinvest 
the sales proceeds in the same Fund or in another of the Rightime Funds, 
and the sales charge that would otherwise apply to your reinvestment is 
reduced or eliminated.  The portion of the sales charge excluded from 
your tax basis in the shares sold will equal the amount that the sales 
charge is reduced on your reinvestment.  Any portion of the sales charge 
excluded from your tax basis in the shares sold will be added to the tax 
basis of the shares you acquire from your reinvestment.

U.S. Government Obligations.  Many states grant tax-free status to 
dividends paid to you from interest earned on direct obligations of the 
U.S. government, subject in some states to minimum investment 
requirements that must be met by a Fund.  Investments in GNMA/FNMA 
securities, bankers' acceptances, commercial paper and repurchase 
agreements collateralized by U.S. government securities do not generally 
qualify for tax-free treatment.  The rules on exclusion of this income 
are different for corporations.

Dividends-Received Deduction for Corporations.  Distributions from the 
Funds will generally qualify in part for the 70% dividends-received 
deduction for corporations.  The portion of the dividends so qualified 
depends on the aggregate taxable qualifying dividend income received by 
the Funds from domestic (U.S.) sources.  The Funds will send to 
shareholders statements each year advising the amount of the dividend 
income which qualifies for such treatment.  All dividends, including 
those which qualify for the dividends-received deduction, must be 
included in your alternative minimum taxable income calculation.

Investment in Complex Securities.  A Fund may invest in complex 
securities.  Such investments may be subject to numerous special and 
complicated tax rules.  These rules could affect whether gains and 
losses recognized by a Fund are treated as ordinary income or capital 
gain and/or accelerate the recognition of income to a Fund or defer a 
Fund's ability to recognize losses.  In turn, these rules may affect the 
amount, timing or character of the income distributed to you by a Fund.

CAPITAL STOCK

The authorized capital stock of the Company consists of 500,000,000 
shares of Common Stock with a par value of $0.01 each.  At the present 
time 50,000,000 shares have been allocated to The Rightime Fund, and 
20,000,000 have been allocated to each of the remaining funds.  Each 
share has equal dividend, voting, liquidation and redemption rights.  
There are no conversion or preemptive rights.  Shares, when issued, will 
be fully paid and nonassessable.  Fractional shares have proportional 
voting rights.  Shares of the Funds do not have cumulative voting rights 
which means that the holders or more than 50% of the shares voting for 
the election of directors can elect all of the directors if they choose 
to do so and, in such event, the holders of the remaining shares will 
not be able to elect any person to the Board of Directors.  The Funds' 
shareholders will vote together to elect directors and on other matters 
affecting the entire corporation, but will vote separately on matters 
affecting separate series.  

The Funds do not intend to hold annual meetings of shareholders.  The 
Company will call a meeting of Shareholders, if requested to do so by 
the holders of at least 10% of the Company's outstanding shares, for the 
purpose of voting upon the question of removal of a director or 
directors and will assist in communications with other shareholders as 
required by Section 16(c) of the Investment Company Act of 1940, as 
amended.


<TABLE>
<CAPTION>

                                    OFFICERS AND DIRECTORS OF THE FUND

                                                            Principal Occupation During the Past 
Name, Address & Age    Position & Office with the Fund                  Five Years

<S>                   <C>                                   <C>
David J. Rights        Chairman of the Board, President,     President of Rightime Econometrics, Inc., a registered 
1095 Rydal Road        and Treasurer                         investment advisor; and Consultant to Lincoln Investment 
Rydal, PA  19046                                             Planning, Inc., a registered investment advisor and broker
Age 53                                                       dealer.

Edward S. Forst, Sr.   Director, Vice President,             Chairman of the Board, Lincoln Investment Planning Inc., a 
218 Glenside Avenue    and Secretary                         registered investment advisor and broker dealer.
Wyncote, PA  19095
Age 72

Francis X. Barrett     Director                              Vice Chairman of the Board, Member of the Finance, Investment, 
1706 Belleair Forest                                         and Executive Committee, Sacred Heart Hospital; formerly, 
Drive, #312                                                  Executive Director, National Catholic Education Association; 
Belleair, FL  33756                                          and Pastor Emeritus, Church of Holy Guardian Angels, Reading, PA.
Age 73

Dr. Winifred L. 
Tillery                Director                              Education Consultant; formerly, Superintendent of Schools, 
744 Amsterdam Road                                           Camden County, New Jersey; Assistant Commissioner of Education, 
Mt. Laurel, NJ  08054                                        State of New Jersey formerly, Director, Division of Direct Services, 
Age 66                                                       New Jersey Department of Education; and Executive Director for 
                                                             Special Education for the Philadelphia School District, 
                                                             Philadelphia, PA.

Dr. Carol A. Wacker    Director                              Education Consultant; Formerly, Assistant Superintendent for 
1659 Landquist Drive                                         Senior High Schools, the Philadelphia School District, 
Encinitas, CA  92024                                         Philadelphia, PA.
Age 65

</TABLE>

The officers conduct and supervise the daily business operations of the 
Fund, while the directors, in addition to functions set forth under 
"Advisor," "Administrator" and "Distributor" review such actions and 
decide on general policy.  Compensation to officers and directors of the 
Fund who are affiliated with the Administrator, the Investment Advisor 
or the Distributor is paid by the Administrator, the Investment Advisor 
or the Distributor, respectively, and not by the Fund.  Directors 
receive a $7,000 annual retainer and $1,250 per board of directors 
meeting attended and are reimbursed for expenses incurred in connection 
with attendance at such meetings.  Directors who are members of the 
audit committee receive $1,250 per audit committee meeting if such 
meeting is held separately from a board meeting.  During the most recent 
fiscal year, there were four meetings of the board of directors, and two 
separate meetings of the audit committee.  The Fund has adopted a Code 
of Ethics which governs when and how securities investment personnel may 
engage in personal securities transactions.

As of December 23, 1998, the officers and directors of The Rightime 
Fund, Inc. as a group, beneficially owned 1.18% of the Funds.


<TABLE>
<CAPTION>

                                                                    
                                                                    
                                                     (3)                       (5)
                                                 Pension or       (4)         Total 
                                       (2)       Retirement    Estimated   Compensation 
                                    Aggregate     Benefits      Annual    From Registrant 
                                   Compensation  Accrued As    Benefits      and Fund 
            (1)                        from     Part of Fund     Upon      Complex Paid 
Name of Person, Position            Registrant    Expenses    Retirement   to Directors
- ---------------------------------  -----------  ------------  ----------  ----------------
<S>                                 <C>            <C>          <C>        <C>
David J. Rights, Director*             None         None         None           None

Edward S. Forst, Sr., Director*        None         None         None           None

Francis X. Barrett, Director        $14,500         None         None        $14,500

Dr. Winifred L. Tillery, Director   $14,500         None         None        $14,500

Dr. Carol A. Wacker, Director       $14,500         None         None        $14,500

* "Interested" person as defined in the "1940 Act."

</TABLE>


GENERAL INFORMATION

Audits and Reports

The accounts of The Rightime Fund, Inc., are audited each year by Tait, 
Weller & Baker independent certified public accountants located at Eight 
Penn Center Plaza, Philadelphia, PA, 19103.  Shareholders receive 
semiannual and annual reports of the Fund including the annual audited 
financial statements and a list of securities owned.  

PERFORMANCE

Current yield and total return may be quoted in advertisements, 
shareholder reports or other communications to shareholders.  
Occasionally, the Fund may include its distribution rate in sales 
literature.  Yield is the ratio of income per share derived from the 
Fund's portfolio investments to a current maximum offering price 
expressed in terms of percent.  The yield is quoted on the basis of 
earnings after expenses have been deducted.  Total return is the total 
of all income and capital gains paid to shareholders, assuming 
reinvestment of all distributions, plus (or minus) the change in the 
value of the original investment, expressed as a percentage of the 
purchase price.  The distribution rate is the amount of distributions 
per share made by the Fund over a twelve-month period divided by the 
current maximum offering price.

Securities and Exchange Commission rules require the use of standardized 
performance quotations or, alternatively, that every non-standardized 
performance quotation furnished by the Fund be accompanied by certain 
standardized performance information computed as required by the 
Commission.  Current yield and total return quotations used by the Fund 
are based on the standardized methods of computing performance mandated 
by the Commission.  An explanation of those and other methods used by 
the Fund to compute or express performance follows:

As indicated below, current yield is determined by dividing the net 
investment income per share earned during the period by the maximum 
offering price per share on the last day of the period and analyzing the 
result.  Expenses accrued for the period include any fees charged to all 
shareholders during the 30-day base period.  According to the SEC 
formula:
                                       6         
                  Yield = 2 [( a-b + 1) -1]
                               ---
                                cd
where:

a = dividends and interest earned during the period.

b = expenses accrued for the period (net of reimbursements).

c = the average daily number of shares outstanding during the
    period that were entitled to receive dividends.

d = the maximum offering price per share on the last day of the
    period.

The average annual total return for each Fund for the indicated period 
ended on the date of the balance sheet contained herein is as follows:

                      One Year    Five Year    Ten Year   Since Fund's
    Fund Name          Period      Period       Period     Inception 
    ---------         --------    ----------   --------   ------------
The Rightime Fund      18.86%       9.10%       9.47%       10.88%

The Rightime Blue     
Chip Fund              21.02%      11.50%      10.72%       10.15% 

The Rightime Social
Awareness Fund         21.33%      12.05%       --           9.99%

The Rightime MidCap   
Fund                   18.63%      10.20%       --          11.06%

As the following formula indicates, the average annual total return is 
determined by multiplying a hypothetical initial purchase order of 
$1,000 by the average annual compound rate of return (including capital 
appreciation/depreciation and dividends and distributions paid and 
reinvested) for the stated period less any fees charged to all 
shareholder accounts and analyzing the result.  The calculation assumes 
the maximum sales load is deducted from the initial $1,000 purchase 
order and that all dividends and distributions are reinvested at the 
net asset value on the reinvestment dates during the period.  The 
quotation assumes the account was completely redeemed at the end of each 
one, five and ten year period or since inception and the deduction of 
all applicable charges and fees.  According to the SEC formula:

               P(1+T)n  = ERV
where:

P     = a hypothetical initial payment of $1,000

T     = average annual total return

n     = number of years

ERV   = ending redeemable value of a hypothetical $1,000 payment made at 
        the beginning of the 1, 5, or 10 year periods at the end of the 1, 
        5, or 10 year periods (or fractional portion thereof).

Sales literature pertaining to the Fund may quote a distribution rate in 
addition to the yield or total return.  The distribution rate is the 
amount of distributions per share made by the Fund over a twelve-month 
period divided by the current maximum offering price.  The distribution 
rate differs from the yield because it measures what the Fund paid to 
shareholders rather than what the Fund earned from investments.  It also 
differs from the yield because it may include dividends paid from 
premium income from option writing, if applicable, and short-term 
capital gains in addition to dividends from investment income.  Under 
certain circumstances, such as when there has been a change in the 
amount of dividend payout, or a fundamental change in investment 
policies, it might be appropriate to annualize the distributions paid 
over the period such policies were in effect, rather than using the 
distributions paid during the past twelve months.

With respect to those categories of investors who are permitted to 
purchase shares of the Fund at net asset value, sales literature 
pertaining to the Fund may quote a "Current Return for Net Asset Value 
Investments."  This rate is computed by adding the income dividends paid 
by the Fund during the last twelve months and dividing that sum by a 
current net asset value.  Figures for compound yield, total return and 
other measures of performance for Net Asset Value Investments may also 
be quoted.  These will be derived as described elsewhere in this 
Statement with the substitution of net asset value for public offering 
price.

Sales literature referring to the use of the Fund(s) as a potential 
investment for Individual Retirement Accounts (IRAs), and other tax-
advantaged retirement plans may quote a total return based upon 
compounding of dividends on which it is presumed no federal income tax 
applies.

Regardless of the method used, past performance is not necessarily 
indicative of future results, but is an indication of the return to 
shareholders only for the limited historical period used.

Comparisons and Advertisements

To help investors better evaluate how an investment in the Fund(s) might 
satisfy their investment objective, advertisements regarding the Fund(s) 
may discuss yield or total return for the Fund(s) as reported by various 
financial publications.  Advertisements may also compare yield or total 
return to yield or total return as reported by other investments, 
indices, and averages.  The following publications, indices, and 
averages may be used:

a) Dow Jones Composite Average or its component averages - an unmanaged 
index composed of 30 blue-chip industrial corporation stocks (Dow Jones 
Industrial Average), 15 utilities company stocks (Dow Jones Utilities 
Average), and 20 transportation company stocks.  Comparisons of 
performance assume reinvestment of dividends.

b) Standard & Poor's 500 Stock Index or its component indices - an 
unmanaged index composed of 400 industrial stocks, 40 financial stocks, 
40 utilities stocks, and 20 transportation stocks.  Comparisons of 
performance assume reinvestment of dividends.

c) Standard & Poor's MidCap 400 Index - an unmanaged index composed of 
400 domestic and Canadian stocks which measures the mid-range sector of 
the U.S. stock market.

d) The New York Stock Exchange composite or component indices - 
unmanaged indices of all industrial, utilities, transportation, and 
finance stocks listed on the New York Stock Exchange.

e) Lipper - Mutual Fund Performance Analysis, Lipper Fixed Income 
Analysis, and Lipper Mutual Fund Indices - measures total return and 
average current yield for the mutual fund industry.  Ranks individual 
mutual fund performance over specified time periods assuming 
reinvestment of all distributions, exclusive of sales charges.

f) The Ryan composite or component indices - unmanaged indices of U.S. 
government securities as published in Barron's and other publications.

g) IBC money market fund indices - unmanaged indices of money 
market funds as published in Barron's and other publications.

h) CDA Mutual Fund Report, published by CDA Investment Technologies, 
Inc. - analyzes price, current yields, risk, total return, and average 
rate of return (average annual compounded growth rate) over specified 
time periods for the mutual fund industry.

i) Weisenberger - Mutual Funds Panorama, Weisenberger Investment 
Companies, published by Warren, Gorham & Lamont, Inc. - Lists 
distributions, price and fund privileges; measures performance over 
varying time period, calculates yield and lists expense ratios.

j) Mutual Fund Values and Mutual Fund Source Book, published by 
Morningstar, Inc. - Lists fund assets, portfolio composition, annual 
total return, portfolio statistics, income and expense ratios, risk 
statistics and ranks funds by objective.  Provides statistics on the 
mutual fund industry.

k) Financial publications such as Business Week, Changing Times, 
Financial World, Forbes, Fortune, Money Magazine, Wall Street Journal, 
Barron's et al. which rate fund performance over various time periods.

l) Consumer Price Index (or Cost of Living Index), published by the U.S. 
Bureau of Labor Statistics - a statistical measure of change, over time, 
in the price of goods and services, in major expenditure groups.

In assessing such comparisons of yield, return, or volatility, an 
investor should keep in mind that the composition of the investments in 
the reported indices and averages is not identical to the Fund's 
portfolio, that the averages are generally unmanaged, and that the items 
included in the calculations of such averages may not be identical to 
the formula used by the Fund to calculate its figures.  In addition 
there can be no assurance that the Fund will continue this performance 
as compared to such other averages.

FINANCIAL STATEMENTS

The Rightime Fund, Inc.'s financial statements are contained in its 
Annual Report to Shareholders dated October 31, 1998, which is available 
without charge upon request, and is incorporated herein by reference.


ADMINISTRATOR 
Rightime Administrators Inc.  
218 Glenside Avenue
Wyncote, PA  19095-1594

INVESTMENT ADVISOR 
Rightime Econometrics, Inc.  
1095 Rydal Road
Rydal, PA 19046-1711

DISTRIBUTOR 
Lincoln Investment Planning, Inc.  
218 Glenside Avenue
Wyncote, PA  19095-1595

CUSTODIAN 
FirstUnion National Bank
530 Walnut Street
Philadelphia, PA  19106

TRANSFER AGENT 
Lincoln Investment Planning, Inc.
218 Glenside Avenue
Wyncote, PA  19095-1594

LEGAL COUNSEL 
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square 
Philadelphia, PA  19103-7098 

AUDITORS 
Tait, Weller & Baker 
Eight Penn Center Plaza
Philadelphia, PA  19103-2108

MAILING ADDRESS:
Rightime Fund Quick Mail
P.O. Box 13813
Philadelphia, PA 19101-3813


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