DISTRIBUTION PLAN OF
THE RIGHTIME OTC PLUS FUND SERIES
WHEREAS, The Rightime Fund, Inc. (the "Corporation") engages in business as
an open-end management investment company and is registered as such under
the Investment Company Act of 1940, as amended (the "Act");
WHEREAS, The Rightime OTC Plus Fund Series (the "Fund") is a series of the
Corporation operated as an open-end management investment company;
WHEREAS, the Corporation has adopted, on behalf of the Fund, a Multiple
Class Plan pursuant to Rule 18f-3 under the Act;
WHEREAS, the Multiple Class Plan authorizes two classes of shares, "Class A
Shares" and "Class C Shares;" and
WHEREAS, the Fund intends to act as a distributor of its shares of capital
stock as defined in Rule 12b-1 under the Act, and desires to adopt a
Distribution Plan pursuant to such Rule, and the Board of Directors of the
Corporation has determined that there is a reasonable likelihood that
adoption of this Distribution Plan will benefit the Fund and its
shareholders.
NOW THEREFORE, the Corporation hereby adopts this Distribution Plan for the
Fund (the "Plan") in accordance with Rule 12b-1 under the Act and
containing the following terms and conditions:
1. The Fund may finance activities, which are primarily intended to result
in the sale of its shares in accordance with this Plan, and may apply fees
paid by the Fund under the Plan to the payment of service fees as defined
under the National Association of Securities Dealers, Inc.'s Rules of Fair
Practice that governs the sales of mutual fund securities subject to
asset-based sales charges (the "NASD Rule"). The expenses of distribution
activities ("Distribution Expenses") and other services under this Plan
shall not exceed one half of one percent (.50%) and one percent (1.00%) per
annum of the average daily net assets of the Fund's Class A Shares and
Class C Shares, respectively, including any amounts not in excess of one
quarter of one percent (.25%) which may be paid by the Fund's separate
share classes for personal or account services which are treated as a
service fee under the NASD Rule.
In the event the Board of Directors deems it desirable to allow
Distribution Expenses to exceed such limit the Administrator, Rightime
Administrators, Inc. ("Administrator"), may advance the required funds to
the Fund with the understanding that such advances will be repaid by the
Fund at such time or times deemed appropriate by the Administrator out of
any excess of funds created by Distribution Expenses being lower than .50%
and 1.00% of the average daily net assets of the Fund's Class A Shares and
Class C Shares, respectively, during the fiscal year in which the advance
occurred, but that such advances will not otherwise constitute a liability
to the Fund.
1. The Distribution Expenses provided for in paragraph 1 of this Plan may
be spent by the Fund on any activities primarily intended to result in the
sale of the Fund's shares, including, but not limited to, compensation paid
to and expenses incurred by officers, directors, employees or sale
representatives of the Fund, or broker-dealers or other third parties, in
consideration of their promotional and distributional services, which
services may include assistance in the servicing of shareholder accounts
produced by third parties, and may include promotional, travel,
entertainment, and telephone expenses, the printing of prospectuses and
reports for other than existing shareholders, preparation and distribution
of sales literature, and advertising of any type.
The Distributor shall not provide services related to the administrative
servicing of existing shareholders, or bear expenses related to the same.
Such services include, but are not limited to, the following costs:
Transfer Agent, information, computer, telephone and office expenses
related to the ongoing servicing of existing shareholders.
3. This Plan shall not take effect until it has been approved by (a) a vote
of at least a majority of the outstanding voting securities of the Fund and
(b) a vote of the Board of Directors of the Corporation, including the
affirmative vote of at least a majority of those Directors who are not
"interested persons" (as defined in the Act) of the Fund and have no direct
or indirect financial interest in the operation of the Plan or in
agreements related to the Plan (the "Rule 12b-1 Directors"), cast in person
at a meeting called for voting on the Plan.
4. Any Agreements related to this Plan shall be in writing, the form
thereof must be approved by the Board of Directors (including the
disinterested Directors), and may be terminated at any time in the manner
provided for termination of this Plan in paragraph 7 below.
5. This Plan and agreements hereunder shall continue in effect for so long
as such continuance is specifically approved at least annually in the
manner provided for approval of this Plan in paragraph 3(b).
6. The persons authorized to direct the disposition of Distribution
Expenses paid or payable by the Fund pursuant to this Plan or any related
agreement shall be the President of the Corporation or his designee. The
President shall provide to the Corporation's Directors and the Directors
shall review, at least quarterly, a written report of the Distribution
Expenses so expended and the purposes for which such expenditures were
made.
7. This plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding voting
securities of the Fund.
8. This Plan may not be amended to increase materially the limit upon
Distribution Expenses provided in paragraph 1 or to change materially the
nature of such Distribution expenses provided in paragraph 2 hereof unless
such amendment is approved in the manner provided for in paragraph 3
hereof.
9. While this Plan is in effect, the selection and nomination of Directors
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the Directors who are not interested
persons.
10. The Fund shall preserve copies of this Plan and any related agreements
and all reports made pursuant to paragraph 6 hereof, for a period of not
less than six years from the date of this Plan, or the agreements or of
such reports, as the case may be, the first two years in an easily
accessible place.
11. It is the opinion of the Corporation's Directors and Officers that the
following are not expenses primarily intended to result in the sale of
shares issued by the Fund: fees and expenses of registering the Fund as a
broker-dealer or of registering an agent of the fund under federal or state
laws regulation the sale of securities; fees of registering, at the request
of the Fund, agents or representative of a principal underwriter of the
Fund under federal or state laws regulating the sale of securities,
provided that no sales commission or "load" is charged on sales of shares
of the Fund; and fees and expenses of preparing and setting in type the
Fund's registration statement under the Securities Act of 1933. Should such
expenses be deemed by a court or agency having jurisdiction to be expenses
primarily intended to result in the sale of shares issued by the Fund, they
shall be considered to be expenses contemplated by and included in this
Distribution Plan but not subject to the limitation prescribed in paragrah1
hereof.
IN WITNESS WHEREOF, the Corporation has executed this Distribution Plan on
behalf of the Fund on the day and year set forth below in Philadelphia,
Pennsylvania.
THE RIGHTIME FUND, INC.
By: --------------------------
David J. Rights, President
Date:--------------------------
Attest:
--------------------------
Curtis F. Hartranft
Assistant Secretary
