RIGHTIME FUND INC
PRE 14A, 2000-06-30
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                                               Draft -- June 29, 2000

THE RIGHTIME FUND, INC.

218 Glenside Avenue
Wyncote, Pennsylvania 19095-1594

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
OF THE RIGHTIME SOCIAL AWARENESS FUND

To Be Held on August   , 2000
                    ---
To the Shareholders:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of The
Rightime Social Awareness Fund ("the "Fund"), a series of The Rightime
Fund, Inc. (the "Company"), will be held at the Company's offices which are
located at 218 Glenside Avenue, Wyncote, Pennsylvania on August   , 2000,
                                                               --
at     a.m., eastern time. The following matters will be acted upon at
  ----
that time:

To amend the investment objective of the Fund to reflect a change in the
investment focus and style of the Fund to a style that, in the opinion of
Fund management, better positions the Fund to take advantage of prevailing
market and economic conditions.

To transact any other business as may properly come before the Special
Meeting or any adjournment thereof.

Shareholders of record as of the close of business on June 30, 2000 are
entitled to notice of, and to vote at, the Special Meeting or any
adjournment thereof.

By Order of the Board of Directors,
Edward S. Forst, Sr.
Secretary
                                                         July   , 2000
                                                              --

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
PROPOSAL.

THE BOARD OF DIRECTORS URGES YOU TO VOTE YOUR SHARES TODAY. YOU MAY VOTE BY
TELEPHONE BY CALLING 1-800-   -    , EXT.    . REPRESENTATIVES ARE
                           --- ----      ---
AVAILABLE FROM 9 A.M. TO 11 P.M. EASTERN TIME. YOU MAY ALSO RETURN THE
ENCLOSED PROXY CARD BY FACSIMILE (1-800-   -    ) OR RETURN IT IN THE
                                        --- ----
ENCLOSED POSTAGE-PAID RETURN ENVELOPE. IT IS IMPORTANT THAT YOU VOTE
PROMPTLY SO THAT A QUORUM MAY BE ENSURED. YOUR EFFORT TO RETURN YOUR VOTE
PROMPTLY WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO SHAREHOLDERS
WHO HAVE NOT RESPONDED.

PROXY STATEMENT

This Proxy Statement describes a proposal that will be considered at a
Special Meeting (the "Meeting") of Shareholders of The Rightime Social
Awareness Fund (the "Fund").  The Special Meeting will be held on August
  , 2000 at          a.m. eastern time at the offices of The Rightime Fund,
--         ---------
Inc. (the "Company"), 218 Glenside Avenue, Wyncote, Pennsylvania
19095-1594.  This document gives you information you need in order to vote
on the proposal at the Meeting, and is furnished in connection with the
solicitation of proxies by the Board of Directors of the Company (the
"Board").

Who is asking for my vote?

The Board has asked that you vote on the proposal. The votes will be
formally counted at the Meeting on August   , 2000, and if the Meeting is
                                         ---
adjourned, at any later meeting. Shareholders of the Fund that are eligible
to vote at the Meeting may vote in person at the Meeting, and may vote by
telephone or by returning a completed proxy card in the postage-paid
envelope provided.  Details can be found on the enclosed proxy insert.  Do
not mail the proxy card if you are voting by telephone.

Who is eligible to vote at the Meeting?

Shareholders of record at the close of business on June 30, 2000, (the
"Record Date") are entitled to vote at the Meeting.  The notice of the
Meeting, the proxy card, and the proxy statement were mailed to
shareholders of record on or about July __, 2000.  Each shareholder is
entitled to one vote for each full share and a proportionate vote for each
fractional share of the Fund held as of the Record Date.

Under Maryland law, shares owned by two or more persons (whether as joint
tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a
written instrument or court order providing to the contrary has been filed
with the Fund: (1) if only one owner votes, that vote will bind all; (2) if
more than one votes, the vote of the majority will bind all; and (3) if
more than one votes and the vote is evenly divided, the vote will be cast
proportionately.

What are shareholders being asked to vote on?

At a meeting of the Board held on May 19, 2000 the Board, including the
independent directors, unanimously approved submitting a proposal to
shareholders of the Fund for their consideration and approval. The Board
recommended that shareholders approve a proposal to amend the investment
objective of the Fund. The amendment would change the investment focus and
style of the Fund to a style that, in the opinion of Fund management,
better positions the Fund to take advantage of prevailing market and
economic conditions.

How can I get more information about the Fund or the Company?

A copy of the Fund's Annual Shareholder Report was mailed to all
shareholders following the close of the Fund's Fiscal Year, October 31,
1999.  If you would like to receive an additional copy of any report at no
cost, please contact the Fund by 1-800-866-9393 or by writing to the Fund
at:

THE RIGHTIME FUND, INC.
218 Glenside Avenue
Wyncote, PA  19095-1594.

PROPOSAL

To amend the investment objective of the Fund to provide that the Fund will
seek to achieve a high total return consistent with reasonable risk.

(If this change is approved, the Board will modify the investment policies
of the Fund to permit it to select its investments without regard to the
social policies of the issuers of the securities acquired, and will change
the name of the Fund to reflect the change in this policy.)

As described below, the Board recommends that shareholders approve this
proposal in order to adopt a style that, in the opinion of Fund management,
better positions the Fund to take advantage of prevailing market and
economic conditions. The Fund's investment objective is fundamental, and
may not be changed without the approval of the shareholders. The investment
philosophy of the Fund is not fundamental, and will be changed by the Board
if the amendment to the investment objective is approved.

The Present Investment Objective

The Fund's current investment objective is to achieve for its investors
growth of capital, and its secondary objective is current income,
consistent with reasonable risk.  The Fund pursues this investment
objective by investing in a portfolio of investment securities issued by
companies that satisfy certain social policy concerns that guide the Fund
in selecting its investments.

Using investment techniques developed by the Adviser, the Fund seeks to
achieve its current investment 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.  After determining that a prospective investment
meets the financial criteria briefly described above, the Adviser then
evaluates such securities for investment by the Fund based upon an analysis
of the relative social performance of the issuer.

The Proposed Investment Objective

At its meeting held on May 19, 2000, the Board adopted, and recommended
that the shareholders approve, the following new investment objective: to
achieve a high total return consistent with reasonable risk. If the
proposal is approved, the Fund will pursue the new investment objective by
investing in a portfolio of securities that trade in the over-the-counter
markets. The Adviser will no longer consider the social policies of a
company in selecting investments for the Fund.

Reason for the Proposed Change

Over the past several years, we have witnessed an unprecedented level of
growth in the domestic stock markets. During the same time period, many
mutual funds have been able to achieve record returns for their
shareholders. The performance of the Fund has not kept pace with the
broader securities markets, and with many other mutual funds that
principally invest in stocks. As a result, the Fund has not been able to
attract the number of investors that would enable it to achieve the results
management had hoped and that you have sought by investing in the Fund.
The fact that the Social Awareness Fund has not attracted a larger number
of investors has resulted in the Fund being unable to realize certain
economies of scale.  If the Fund were able to build a larger asset base, it
would be able to spread certain expenses across a broader asset base, thus
reducing the portion of fund expenses borne by each shareholder.

The Board considered that although the Fund was organized with a particular
philosophical purpose in mind, the Fund owes a duty to its shareholders to
improve the return on investments in the Fund.  The Board does not believe
that continuing to operate the Fund subject to the present investment
objective, and the investment criteria imposed on a socially conscious
fund, is the best way to maximize shareholder value.  Thus, the Board is
proposing that the investment objective and orientation of the Fund be
changed to permit the Fund to invest in a wide range of securities of
issuers of securities selected for their investment merits.  Though many of
the Fund's shareholders invested in the Fund because of the very investment
policy that the Board is proposing to revise, continuing to operate the
Fund as it does now is not prudent or financially viable for shareholders.

New Investment Focus

If the proposed amendment to the Fund's investment objective is approved by
shareholders, the Fund will begin pursuing its investment objective by
principally investing its assets in securities that are traded in the over
the counter securities market (the "OTC").  Generally, the OTC is comprised
of more small and medium sized companies than many other securities
exchanges.

As a result of the Fund's new focus on securities traded on the OTC, the
Fund's exposure to the risks associated with smaller and medium sized
companies likely will increase.  Investing in the securities of smaller
companies generally involves a greater degree of risk than is customarily
associated with larger companies.  Stocks of small and medium sized
companies generally are subject to larger price fluctuations than
securities issued by larger and more seasoned companies.  Smaller companies
often have limited product lines, markets, or financial resources, and
their management may lack depth and experience.  Nevertheless, the Board
believes that the potential for long term rewards that may be attained by
investing in these smaller and medium sized companies should be
commensurate with any increase in risk.

If the proposed investment objective is approved by shareholders, it will
become effective      , 2000.
                ------

The Fund will also conduct such other business as may properly come before
the Meeting.  Management of the Fund knows of no other business that may
come before the Meeting.  However, if any additional matters are properly
presented at the Meeting, it is intended that the persons named in the
enclosed proxy, or their substitutes, will vote on such matters in
accordance with their judgment.

What vote is required to approve this amendment to the Fund's investment
objective?

The Proposal requires the affirmative vote of the lesser of (a) 67% or more
of the shares present at the Meeting in person or by proxy or (b) a
majority of the Fund's outstanding shares.

THE BOARD RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL.

Further Information About Voting and the Meeting

What is the required quorum?

To hold the Meeting, a majority of the Fund's shares that are entitled to
be voted at the Meeting must be represented at the meeting, either in
person or through voting instructions for such shares.  In the event that a
quorum is present but sufficient votes in favor of the proposal are not
received by the date of the Meeting, the persons named as proxies may
propose one or more adjournments to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of a majority of
the shares present in person or by proxy at the meeting to be adjourned.
Shares directed to be voted against the proposal will be voted against any
such adjournment, and other shares will be voted in favor of such
adjournment if the persons named as proxies determine that additional
solicitation is reasonable and in the interests of the shareholders of the
Fund.

How are the votes counted?

The individuals named as proxies on the enclosed proxy card (or their
substitutes) will vote according to your directions if your proxy is
received properly executed, or in accordance with your instructions given
when you vote by telephone.  You may direct the proxy holders to vote your
shares on the proposal by checking the appropriate box "FOR" or "AGAINST,"
or instruct them not to vote those shares on the proposal by checking the
"ABSTAIN" box.  Alternatively, you may simply sign, date, and return your
proxy card(s) with no specific instructions as to either proposal.

IF YOU PROPERLY EXECUTE YOUR PROXY CARD AND GIVE NO VOTING INSTRUCTIONS
WITH RESPECT TO A PROPOSAL, YOUR SHARES WILL BE VOTED FOR THE PROPOSAL.

Abstentions and "broker non-votes" (as defined below) are counted for
purposes of determining whether a quorum is present for purposes of
convening the Meeting.  "Broker non-votes" are shares held by a broker or
nominee for which an executed proxy is received by the fund even if such
shares are not voted as to one or more proposals because instructions have
not been received from the beneficial owners or persons entitled to vote,
and the broker or nominee does not have discretionary voting power.  With
regard to the Proposal, abstentions and broker non-votes will be considered
to be voting securities that are present and will have the effect of being
counted as votes against the proposal.  With regard any other matter that
may properly come before the Meeting, abstentions and broker non-votes will
not be counted as "votes cast" on the proposal and will have no effect on
the result of the vote.

How can proxies be recorded?

You may record your vote on the proxy card enclosed with this statement and
mail it in the prepaid envelope provided to Shareholder Communications
Corporation ("SCC"), a firm that the Fund has retained to tabulate the
votes.  In addition, the Fund has arranged to have votes recorded by
telephone.  The Fund and SCC have established telephone voting procedures
that are designed to authenticate shareholders' identities, so that
shareholders may authorize the voting of their shares in accordance with
their instructions by telephone, and to confirm that their instructions
have been properly recorded.

How will proxies be solicited, and who pays for the costs involved?

Directors, officers, or employees of the Fund, or its Adviser or
Distributor may solicit proxies by mail, in person, or by telephone.  In
the event that votes are solicited by telephone, each shareholder would be
called at the telephone number the Fund has in its records for his or her
account, and would be asked for their Social Security number or other
identifying information.  The shareholder would then be given an
opportunity to authorize the execution for you of a proxy to vote your
shares at the Meeting in accordance with their instructions.  To ensure
that your instructions have been recorded correctly, confirmation of the
instructions is mailed to you.  A special toll-free number will be
available in case the information contained in the confirmation is
incorrect.

The costs of the meeting, including the solicitation of proxies, will be
paid by the Fund. To ensure that sufficient shares of common stock are
represented at the meeting to permit approval of the proposals outlined in
this proxy statement, the Fund has retained the services of SCC as proxy
solicitor to assist them in soliciting proxies.  SCC will be paid a fee for
its services, plus reimbursement of out-of-pocket expenses.  Securities
brokers, custodians, fiduciaries, and other persons holding shares as
nominees will be reimbursed, upon request, for their reasonable expenses in
sending solicitation materials to the principals of the accounts.

Can I change my vote after I mail my proxy?

Any proxy, including those given by telephone, may be revoked at any time
before it is voted by filing a written notice of revocation with the Fund,
by delivering a properly executed proxy bearing a later date, or by
attending the meeting and voting in person.

Is the Fund required to hold annual meetings?

Under Maryland law, the Fund is not required to hold an annual meeting.
The Board has determined that the Fund will take advantage of this
provision to avoid the significant expense associated with holding annual
meetings, including legal, accounting, printing, and mailing fees incurred
in preparing proxy materials.  Accordingly, no annual meetings are held in
any year in which a meeting is not otherwise required to be held by the
Investment Company Act of 1940, as amended (the "1940 Act"), unless the
Board determines otherwise.  However, 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 1940 Act.

If a shareholder wishes to present a proposal to be included in the proxy
statement for the next shareholder meeting, the proposal must be submitted
in writing and received by the Secretary of the Company at 218 Glenside
Avenue, Wyncote, Pennsylvania 19095-1594, in a reasonable time before the
Company begins to print and mail proxy materials on behalf of the affected
fund.

Who are the executive officers of the Fund?

The following table sets forth the names of the principal executive
officers of the Fund, their position with the Fund, their principal
business address, and their business experience over the past five (5)
years.

<TABLE>
<CAPTION>


Name and
Address                   Age          Position
                                       with Fund               Principal Occupation During the
                                                                      Past Five Years
<S>                      <C>          <C>                         <C>
David J. Rights           54           Chairman of the Board,      President of Rightime
1095 Rydal Rd.                         President, and Treasurer    Econometrics, Inc., a registered
Rydal, PA 19046                                                    investment adviser; and consultant to
                                                                   Lincoln Investment Planning, Inc., a
                                                                   registered investment adviser and
                                                                   broker-dealer.

Edward S. Forst, Sr.      73           Director,                   Chairman of the Board, Lincoln
218 Glenside Ave.                      Vice-President, and         Investment Planning, Inc.. a
Wyncote, PA 19095                      Secretary                   registered investment adviser and
                                                                   broker-dealer.

</TABLE>


Each person listed above is an "interested person" of the Fund as defined
under the Investment Company Act of 1940, as amended (the "1940 Act").

Who provides the investment advisory, distribution and other significant
administrative services to the Fund?

The investments of the Fund are managed by Rightime Econometrics, Inc.,
1095 Rydal Road, Rydal, Pennsylvania, 19046-1711 pursuant to an investment
advisory agreement.  The Fund also is party to a distribution agreement
with Lincoln Investment Planning, Inc. ("Lincoln"), 218 Glenside Avenue,
Wyncote, Pennsylvania 19095-1595.  Lincoln also serves as the transfer
agent, dividend disbursing agent, and redemption agent for the Fund
pursuant to a Transfer and Dividend Disbursing Agreement.  Rightime
Administrators, Inc., 218 Glenside Avenue, Wyncote, Pennsylvania
19095-1595, serves as the administrator.

Who are the principal owners of shares of the Fund?

As of June 30, 2000, the Fund had    ,     ,.    shares outstanding and no
                                 ----- ---- ----
shareholders were known to own of record or beneficially more than 5% of









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