THE RIGHTIME FUND, INC.
Articles Supplementary
The Rightime Fund, Inc., a Maryland corporation having an office in
Baltimore, Maryland (the "Corporation") and an open-end investment
company registered under the Investment Company Act of 1940, as amended,
hereby certifies, in accordance with Section 2-208 of the Maryland
General Corporation Law, to the State Department of Assessments and
Taxation of Maryland that:
FIRST: (a) Prior to any action hereunder the Corporation, pursuant to
the power granted in the Articles of Incorporation of the Corporation,
was authorized to issue Five Hundred Million (500,000,000) shares of
Common Stock, with a par value of One Cent ($.01) per share, having an
aggregate par value of Five Million Dollars ($5,000,000).
(b) Pursuant to the Articles of Incorporation and Articles Supplementary
thereto approved by the Board of Directors of the Corporation, the
Corporation had classified and was authorized to issue Common Stock of
the Corporation as follows:
One series of shares designated as the Rightime Fund series, having
Fifty Million (50,000,000) shares of Common Stock (par value $.01 per
share) classified and allocated to such series, with an aggregate par
value of Five Hundred Thousand Dollars ($500,000).
One series of shares designated as the Rightime Blue Chip Fund series,
having Twenty Million (20,000,000) shares of Common Stock (par value
$.01 per share) classified and allocated to such series, with an
aggregate par value of Two Hundred Thousand Dollars ($200,000);
One series of shares designated as the Rightime MidCap Fund series,
having Twenty Million (20,000,000) shares of Common Stock (par value
$.01 per share) classified and allocated to such series, with an
aggregate par value of Two Hundred Thousand Dollars ($200,000);
One series of shares designated as the Rightime Social Awareness Fund
series having Twenty Million (20,000,000) shares of Common Stock (par
value $.01 per share) classified and allocated to such series, with an
aggregate par value of Two Hundred Thousand Dollars ($200,000);
SECOND: The Board of Directors of the Corporation, acting pursuant to
the power granted in the Articles of Incorporation of the Corporation,
at a meeting held on May 19, 2000, adopted resolutions establishing two
new series of the Corporation, and classifying and allocating to such
series previously unallocated and unissued Common Stock of the
Corporation as follows:
(i) Twenty Million (20,000,000) shares of Common Stock with a par value
of One Cent ($.01) per share to the Rightime Blue Chip Plus Fund series
of the Corporation, and further reclassifies those shares as follows:
Ten Million (10,000,000) shares for Class A shares of the series; and
Ten Million (10,000,000) shares for Class C shares of the series.
(ii) Twenty Million (20,000,000) shares of Common Stock with a par value
of One Cent ($.01) per share to the Rightime OTC Plus Fund series of the
Corporation, and further reclassifies those shares as follows: Ten
Million (10,000,000) shares for Class A shares of the series; and Ten
Million (10,000,000) shares for Class C shares of the series.
(iii) Ten Million (10,000,000) shares of Common Stock with a par value
of One Cent ($.01) per share to the Rightime Blue Chip Fund series of
the Corporation, with all shares allocated for Class C shares of the
series.
THIRD: The Board of Directors of the Corporation, acting pursuant to the
power granted in the Articles of Incorporation of the Corporation, at a
meeting held on May 19, 2000, adopted resolutions classifying and
allocating previously allocated but currently unissued Common Stock of
the Corporation as follows:
(i) From the Twenty Million (20,000,000) shares of Common Stock with a
par value of One Cent ($.01) per share of the Rightime MidCap Fund
series of the Corporation, Ten Million (10,000,000) shares are
reclassified as Class C shares of the series; and the remaining Ten
Million (10,000,000) shares of the series are designated without any
change of rights or privileges as Class A shares of the series.
(ii) From the Twenty Million (20,000,000) shares of Common Stock with a
par value of One Cent ($.01) per share of the Rightime Social Awareness
Fund series of the Corporation, Ten Million (10,000,000) shares are
reclassified as Class C shares of the series; and the remaining Ten
Million (10,000,000) shares of the series are designated without any
change of rights or privileges as Class A shares of the series.
FOURTH: The total number of shares of stock which the Corporation is
authorized to issue, following the aforesaid actions, is Five Hundred
Million (500,000,000) shares of Common Stock, with a par value of One
Cent ($.01) per share, having an aggregate par value of Five Million
Dollars ($5,000,000):
One series of shares is designated as the Rightime Fund series and Fifty
Million (50,000,000) shares of Common Stock (par value $.01 per share)
are classified and allocated to such series, with an aggregate par value
of Five Hundred Thousand Dollars ($500,000);
One series of shares is designated as the Rightime Blue Chip Fund series
and Twenty Million (30,000,000) shares of Common Stock (par value $.01
per share) are classified and allocated to such series, with an
aggregate par value of Two Hundred Thousand Dollars ($300,000);
One series of shares is designated as the Rightime MidCap Fund series
and Twenty Million (20,000,000) shares of Common Stock (par value $.01
per share) are classified and allocated to such series, with an
aggregate par value of Two Hundred Thousand Dollars ($200,000);
One series of shares is designated as the Rightime Social Awareness Fund
series and Twenty Million (20,000,000) shares of Common Stock (par value
$.01 per share) are classified and allocated to such series, with an
aggregate par value of Two Hundred Thousand Dollars ($200,000);
One series of shares is designated as the Rightime Blue Chip Plus Fund
series and Twenty Million (20,000,000) shares of Common Stock (par value
$.01 per share) are classified and allocated to such series, with an
aggregate par value of Two Hundred Thousand Dollars ($200,000);
One series of shares is designated as the Rightime OTC Plus Fund series
and Twenty Million (20,000,000) shares of Common Stock (par value $.01
per share) were classified and allocated to such series, with an
aggregate par value of Two Hundred Thousand Dollars ($200,000).
FIFTH: The shares of the Rightime Blue Chip Plus Fund series and the
shares of the Rightime OTC Plus Fund series shall have such preferences,
conversion or other rights, voting powers, restrictions, limitations as
to dividends, qualifications, terms and conditions of redemption and
other characteristics as are stated in Article FIFTH of the Articles of
Incorporation of the Corporation.
SIXTH: With respect to the shares of each Fund series, at such times as
may be determined by the Board of Directors (or with the authorization
of the Board of Directors, the officers of the Corporation) in
accordance with the Investment Company Act of 1940, as amended, all
other applicable rules and regulations, and as reflected in the
registration statement of the Corporation current as of the time such
shares are issued, shares of a class, to the extent required under
applicable regulations, may be automatically converted into shares of
another class of capital stock of the same series based on the relative
net asset values of such classes at the time of conversion, subject,
however, to any conditions of conversion that may be imposed by the
Board of Directors (or with the authorization of the Board of Directors,
the officers and the Corporation) and reflected in such current
registration statement relating to the Funds.
SEVENTH: The aforesaid shares of the Corporation have been duly
classified and allocated by the Board of Directors pursuant to the
authority and power contained in the charter of the Corporation.
IN WITNESS WHEREOF, The Rightime Fund, Inc., has caused these Articles
Supplementary to be signed in its name and on its behalf this 19th day
of May 2000.
The Rightime Fund, Inc.
By --------------------
David J. Rights
Chairman of the Board
WITNESS:
--------------------------- (SEAL)
Name: Curtis F. Hartranft
Title: Assistant Secretary
THE UNDERSIGNED, Chairman of the Board of The Rightime Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles
Supplementary, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said Corporation, the
foregoing Articles to be the corporate act of said Corporation and
further certifies, that, to the best of his knowledge, information and
belief, the matters and facts set forth herein with respect to the
approval thereof are true in all material respects, under the penalties
of perjury.
--------------------
David J. Rights
Chairman of the Board
Attest:
--------------------------- (SEAL)
Curtis F. Hartranft
Assistant Secretary
