RIGHTIME FUND INC
497, 2001-01-11
Previous: MORGAN STANLEY DEAN WITTER CAPITAL I INC, 8-K, EX-99.2, 2001-01-11
Next: WESTERN INTERNATIONAL PIZZA CORP, 10QSB, 2001-01-11





Filed with the Securities and Exchange Commission on December 29, 2000.
                                                               ---
                                                1933 Act File No. 2-95943
                                               1940 Act File No. 811-4231

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC   20549

                                FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933             /X/
                                                                      ---
       Pre-Effective Amendment No.                                    / /
                                                                      ---
       Post-Effective Amendment No. 29                                /X/
                                                                      ---
                                    and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     /X/
                                                                      ---
                              Amendment No. 29
                                            --

                           THE RIGHTIME FUND, INC.
                           -----------------------
              (Exact Name of Registrant as Specified in Charter)

                218 Glenside Avenue, Wyncote, PA 19095-1595
            (Address of Principal Executive Offices) (Zip Code)

     Registrant's Telephone Number, including Area Code:  (800) 886-9393

                          The Rightime Fund, Inc.
                        David J. Rights, President
                           218 Glenside Avenue
                         Wyncote,  PA  19095-1595
                 (Name and Address of Agent for Service)


It is proposed that this filing will become effective:

            immediately upon filing pursuant to paragraph (b)
        ---
            on      pursuant to paragraph (b)
        ---    ----
         X  60 days after filing pursuant to paragraph (a)(1)
        ---
            on      pursuant to paragraph (a)(1)
        ---    ----
            75 days after filing pursuant to paragraph (a)(2)
        ---
            on      pursuant to paragraph (a)(2) of Rule 485.
        ---    ----

If appropriate, check the following box:
            This post-effective amendment designates a new effective
        ---
            date for a previously filed post-effective amendment.


Rightime Family of Funds
[RIGHTIME LOGO]

218 Glenside Avenue
Wyncote, Pennsylvania  19095-1594

The Rightime Fund

The Rightime Blue Chip Fund

The Rightime MidCap Fund

The Rightime OTC Fund

Prospectus
December 31, 2000


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.


Rightime Family of Funds                          Prospectus
[RIGHTIME LOGO]                                   December 31, 2000

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
The Rightime Fund
The Rightime Blue Chip Fund
The Rightime MidCap Fund
The Rightime OTC Fund
Performance Information
Fees and Expenses

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

The Rightime Fund
The Rightime Blue Chip Fund
The Rightime MidCap Fund
The Rightime OTC Fund
Additional Investment Policies

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

Board of Directors
Investment Advisor
Administrator, Transfer Agent and Custodian

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
Pricing of Fund Shares
Purchasing Shares
Selling Shares
Dividends, Distributions and Taxes

Other Information About the Funds
-----------------------------------------------------------------------
Shareholder Inquiries
Financial Highlights



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


OVERALL INVESTMENT PHILOSOPHY

The Rightime Family of Funds is made up of six separate mutual funds
managed according to a common investment philosophy. Four of the Funds
are described in this prospectus, and two of the Funds are included in a
separate prospectus describing those Funds.  Each of the four Funds
described in this prospectus pursues its investment objective by
investing in varying portfolios of securities.

The investment advisor for each Fund, Rightime Econometrics, Inc., uses
analytical techniques that 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 this type of
period, the Funds utilize investment strategies which the Advisor
believes offer greater protection from risk and more conservative
expectations.

In determining whether to establish an aggressive portfolio strategy
or a conservative portfolio strategy, the Advisor evaluates a number
of economic indicators such as relative value, monetary policy, investor
sentiment, technical data and momentum. If the Advisor is incorrect in
establishing an aggressive or conservative strategy, a Fund may lose
opportunities for gains or it may experience losses.

THE RIGHTIME FUND

INVESTMENT OBJECTIVE

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

PRINCIPAL INVESTMENT STRATEGIES

Core Investments

- The Fund concentrates its investments in shares of other investment
companies (mutual funds) and can also make other investments consistent
with its objective.

- 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.

Investment Style

- When using an aggressive strategy, the Advisor selects funds and other
investments such as stocks, investment grade bonds and other debt
obligations, options and futures, that it believes will perform well
during a rising trend in securities markets.

- 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 investment grade bonds and debt obligations
of any maturity 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

Market Risk

- 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 vary
and you could lose money.

Investments in Investment Companies

- 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.

- If an investment in an underlying fund is subject to a redemption
fee for an early redemption, the Fund will pay such a fee if the
Advisor determines that effecting the redemption is in the interest
of the Fund.

Analytical Risk

- 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.

Interest Rate Risk

- 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 may fluctuate in value as
interest rates rise and fall.

Hedging Risk

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

PRINCIPAL INVESTMENT STRATEGIES

Core Investments

- 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 that have: large market capitalization ($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.

Investment Style

- When using an aggressive strategy, the Fund will invest in Blue Chips
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 Chip securities, such as cash,
cash equivalents, investment grade bonds and other debt obligations
of any maturity 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

Market Risk

- 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 vary and you could
lose money.

Analytical Risk

- 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.

Interest Rate Risk

- 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 may fluctuate in value as
interest rates rise and fall.

Hedging Risk

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

PRINCIPAL INVESTMENT STRATEGIES

Core Investments

- The Fund seeks to achieve its objective by investing primarily in
securities of companies with medium-size market capitalization
("MidCaps") and in instruments such as options or futures that are based
on MidCaps. The Fund generally considers a medium-sized market
capitalization to be between $200 million and $5 billion. At least 65%
of the Fund's assets will be invested in MidCaps and related
instruments, and up to 100% may be so invested.

Investment Style

- 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 MidCap securities, such as cash,
cash equivalents, investment grade bonds and other debt obligations
of any maturity 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

Market Risk

- 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 vary and you could
lose money.

Trading Risk

- 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.

Analytical Risk

- 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.

Interest Rate Risk

- 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 may fluctuate in value as
interest rates rise and fall.

Hedging Risk

- 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 OTC FUND

INVESTMENT OBJECTIVE

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

PRINCIPAL INVESTMENT STRATEGIES

Core Investments

- The Fund seeks to achieve its objective by investing primarily in
securities traded in the over-the-counter ("OTC") market and in instruments
such as options or futures that are based upon OTC securities. OTC securities
include companies that are traded on the NASDAQ stock exchange and have
large, medium or small market capitalization. At least 65% of the Fund's
assets will be invested in OTC securities and related instruments, and up to
100% may be so invested.

Investment Style

- When using an aggressive strategy, the Fund will invest in OTC
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 those traded in the OTC market, such
as cash, cash equivalents, investment grade bonds and other debt obligations
of any maturity 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

Market Risk

- Common stock prices fluctuate in response to market, economic and
business conditions and can decline over short or even extended periods.
Stocks of OTC companies generally are subject to larger price fluctuations
than securities issued by more seasoned companies. Therefore, the value of
your investment may vary and you could lose money.

Trading Risk

- As a result of the Fund's focus on securities traded in the OTC
market, 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 OTC criteria may limit the availability of investment
opportunities.  Smaller companies often have limited product lines, markets
or financial resources, and their management may lack depth and experience.
In addition, these securities may not be as widely researched in the market.

Analytical Risk

- 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.

Interest Rate Risk

- 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 may fluctuate in value as
interest rates rise and fall.

Hedging Risk

- 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

The Rightime Fund series offers one class of shares.  The Blue Chip
Fund, the MidCap Fund, and the OTC Fund offer two classes of shares -
Class A and Class C shares.  The Class C Shares are a new class of
shares offered by The Rightime Family of Funds.  Accordingly, they do
not have any performance history of their own.  The annual performance
illustrated in the bar chart and tables below represents the actual
historic performance of each Fund's Class A Shares.  The returns for the
Class C Shares would be substantially similar to the Class A Shares
because each Class is invested in the same portfolio of securities.  The
annual returns will differ only to the extent that the Classes do not
have the same expenses.

The bar charts and tables below provide some indication of the risks of
an investment in the Funds by comparing the performance of the Class A
Shares with a broad measure of market performance and by illustrating
their highest and lowest quarterly returns since their inception.
Because this information is based on past performance, it's not a
guarantee of future results.

[GRAPHIC OMITTED: THE RIGHTIME FUND vertical bar chart]

THE RIGHTIME FUND

1991                                              30.14%
1992                                               3.65%
1993                                               8.06%
1994                                               0.83%
1995                                              26.89%
1996                                               8.59%
1997                                              (2.18%)
1998                                              30.44%
1999                                               9.81%
2000								 (12.15%)

Best Quarter: Q4 1998 18.25%
Worst Quarter: Q2 2000 (8.43%)


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

THE RIGHTIME BLUE CHIP FUND*

1991                                              23.12%
1992                                               4.10%
1993                                               7.35%
1994                                               2.22%
1995                                              28.98%
1996                                              10.87%
1997                                               4.03%
1998                                              33.91%
1999                                               2.10%
2000								 (13.70%)

Best Quarter: Q4 1998 15.58%
Worst Quarter: Q1 2000 (7.90%)


[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%
1999                                               4.19%
2000								  (1.13%)

Best Quarter: Q4 1998 21.24%
Worst Quarter: Q4 2000 (5.14%)


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

THE RIGHTIME OTC FUND*,**

1991                                              23.39%
1992                                              12.59%
1993                                              (2.27%)
1994                                               1.55%
1995                                              28.65%
1996                                              12.82%
1997                                               9.70%
1998                                              36.34%
1999                                              (7.77%)
2000								 (21.49%)

Best Quarter: Q4 1998 19.34%
Worst Quarter: Q1 2000 (11.80%)

* The bar charts do not reflect the impact of any applicable sales
charges. If these charges were reflected, returns would be less than
   those shown.

**  Formerly known as The Rightime Social Awareness Fund.  The investment
objectives and policies of the Fund were changed on October 26, 2000.

Average Annual Total Returns
(Net of Sales Charges for the periods ending December 31, 1999)

The table below shows what the average annual total returns for The
Rightime Fund and Class A Shares of The Rightime Blue Chip Fund, The
Rightime MidCap Fund and The Rightime OTC Fund would equal if you
average out performance over various lengths of time.

-----------------------------------------------------------------------
                                                                Since
                            Past        Past        Past      Inception
                            One         Five        Ten      September 17,
                            Year        Years       Years       1985
-----------------------------------------------------------------------
The Rightime Fund     (12.15)%        6.91%       10.28%        9.92%
Standard and Poor's
MidCap 400 Index(1)     17.52%       20.42%       19.92%       18.02%
Lipper Balanced Fund
Index(2)                 2.39%       11.80%       12.50%       12.58%
-----------------------------------------------------------------------

                            Past        Past        Past         Since
                            One         Five        Ten       Inception
                            Year        Years       Years   July 22, 1987
-----------------------------------------------------------------------
The Rightime Blue
Chip Fund              (13.70)%       7.11%       10.68%        8.73%
Standard and
Poor's 500
Index(3)                (9.11)%        4.09%       17.51%       14.32%
Lipper Balanced
Fund Index(2)             2.39%       11.80%       12.50%       10.55%
-----------------------------------------------------------------------

                                                                Since
                            Past        Past        Past      Inception
                            One         Five        Ten      November 11,
                            Year        Years       Years       1991
-----------------------------------------------------------------------
The Rightime MidCap
Fund                    (1.13)%      11.31%         N/A        10.99%
Standard and Poor's
MidCap 400 Index(1)     17.52%       20.42%         N/A        17.79%
Lipper Balanced
Fund Index(2)            2.39%       11.80%         N/A        11.37%
-----------------------------------------------------------------------

                            Past        Past        Past         Since
                            One         Five        Ten       Inception
                            Year        Years       Years   March 1, 1991
-----------------------------------------------------------------------
The Rightime
OTC Fund*              (21.49)%       4.43%       8.23%         6.68%
Standard and
Poor's 500 Index(3)     (9.11)%        4.09%      17.51%        16.54%
Lipper Balanced
Fund Index(2)             2.39%       11.80%      12.50%        11.99%
-----------------------------------------------------------------------

* Formerly known as The Rightime Social Awareness Fund.

(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
500 stocks and is considered to represent U.S. stock market performance
in general. The index assumes reinvestment of all dividends/distributions
and does not reflect any asset-based charges for investment manager or other
expenses.




EXPENSES AND FEES

The following tables describe the fees and expenses that you may pay if
you buy and hold shares of the Funds.   The fees and expenses that you
may pay if you buy and hold shares of The Rightime Fund and Class A
shares of the other Funds are based on actual expenses.  The fees and
expenses for the Class C shares of the Funds are based on estimated
expenses.

<TABLE>
<CAPTION>

Shareholder Transaction Fees (Fees paid directly from your investment)
----------------------------------------------------------------------
---------------------------------------
                                                  The                      The
                                The          The Rightime
Rightime               Rightime
                              Rightime         Blue Chip
MidCap                   OTC
                                Fund             Fund
Fund                    Fund
----------------------------------------------------------------------
---------------------------------------
                                          Class A    Class C
Class A    Class C   Class A    Class C
----------------------------------------------------------------------
---------------------------------------
<S>                         <C>        <C>         <C>            <C>
<C>          <C>        <C>
Maximum Sales Charge
(Load) on Purchases
as a percentage of
offering price                None      4.75%       None
4.75%     None         4.75%      None
----------------------------------------------------------------------
---------------------------------------
Maximum Sales
Charge (Load)
Imposed on
Reinvested Dividends          None      None        None
None      None         None       None
----------------------------------------------------------------------
---------------------------------------
Redemption Fee
as a percentage of
offering price                None      None        None
None      None         None       None
----------------------------------------------------------------------
---------------------------------------
Exchange Fee                  None      None        None
None      None         None       None
----------------------------------------------------------------------
---------------------------------------
Maximum Account Fee(1)        None      None        None
None      None         None       None
----------------------------------------------------------------------
---------------------------------------





</TABLE>


<TABLE>
<CAPTION>

Annual Operating Expenses (Expenses that are deducted from Fund assets)
----------------------------------------------------------------------
---------------------------------------
                                                  The                      The
                                The          The Rightime
Rightime               Rightime
                              Rightime         Blue Chip
MidCap                   OTC
                                Fund             Fund
Fund                    Fund
----------------------------------------------------------------------
---------------------------------------
                                          Class A    Class C
Class A    Class C      Class A    Class C
----------------------------------------------------------------------
---------------------------------------
<S>                         <C>        <C>         <C>            <C>
<C>          <C>        <C>
Management Fee               0.50%     0.50%       0.50%
0.50%     0.50%        0.50%      0.50%
Distribution and
Service (12b-1) Fees         0.75%     0.50%       1.00%
0.50%     1.00%        0.50%      1.00%
Other Expenses               1.26%     1.09%       1.50%
1.16%     1.00%        1.21%      1.00%
Total Operating
Expenses                     2.51%     2.09%       2.50%
2.16%     2.50%        2.21%      2.50%
----------------------------------------------------------------------
---------------------------------------
(1) A Fund may charge a $15 annual maitenance fee to accounts
which have no new purchases during a calander 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 soley as a result of a market decline
or sales charge, or if the account is actively participating
in a systematic withdrawal plan.

</TABLE>



Expense Example

The following Expense Example is intended to show the expenses that you
could pay over time and will help you to compare the cost of investing
in each Class of Shares of the Funds with the cost of investing in other
mutual funds.

The Example assumes that you invest $10,000 in each Fund for the time
periods indicated and then redeem all of your shares at the end of the
period.  The Example also assumes that you earn a 5% return each year,
and the operating expenses remain the same throughout the period.

Because the Class C Shares were not operational during the prior fiscal
year, expenses for the 5 Year and 10 Year periods are not required to be
shown.  This Example is for comparison only. Actual fees and expenses
may be different.


<TABLE>
<CAPTION>

----------------------------------------------------------------------
---------------------------------------
                                                  The                      The
                                The          The Rightime
Rightime               Rightime
                              Rightime         Blue Chip
MidCap                   OTC
                                Fund             Fund
Fund              Fund
----------------------------------------------------------------------
---------------------------------------
                                          Class A    Class C
Class A    Class C      Class A    Class C
----------------------------------------------------------------------
---------------------------------------
<S>                         <C>        <C>         <C>           <C>
<C>          <C>        <C>
1 Year                       $  254     $  678      $254          $
685      $254        $  690     $254
3 Years                      $  783     $1,101      $780
$1,121      $780        $1,135     $780
5 Years                      $1,338     $1,548       N/A
$1,582       N/A        $1,606      N/A
10 Years                     $2,853     $2,789       N/A
$2,857       N/A        $2,906      N/A
----------------------------------------------------------------------
---------------------------------------

</TABLE>


Rightime
Family of Funds              Additional Discussion of Principal
[RIGHTIME LOGO]              Investment Strategies and Principal Risks

The Advisor uses detailed analytical techniques (Aggressive Strategy or
Conservative Strategy) 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.

Although the investment objectives of each of these Funds are the same,
the types of securities that they will normally hold in their portfolios
are different. The Funds use a variety of investment techniques in an
effort to balance portfolio risks and to hedge market risks.

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

Investment Objective

- The Fund's objective is to achieve a high total return consistent with
reasonable risk.

Principal Investment Strategy

- 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.

Investment Concentration

- 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), investment grade bonds and other
debt obligations of any maturity, stock options, stock index options,
or financial futures or options on such futures.

Investments During Use of Aggressive Strategy

- 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. This
risk adjusted analysis includes consideration of the Fund's past and
projected performance, including consideration of other factors such as
the fund's investment objective, investment techniques and portfolio
structure, and 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.

- Investments in stock options, stock index options, financial futures
or options on such futures may be used to hedge the value of the Fund's
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.
Such instruments also are utilized to "hedge" the risk that may 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 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.

Investments During Use of Conservative Strategy

- When the Advisor anticipates a generally declining trend in the
securities markets, it will establish a conservative strategy by
investing in shares of money market funds, other investment companies,
or other investments which the Adviser believes will benefit from the
declining trend.

- When applying the conservative strategy to securities selection, the
Advisor places a greater emphasis on controlling risk, consistent with
the objective of the Fund. This strategy may include investments of up
to 75% of the Fund's assets in cash, cash equivalents, bonds or similar
investments. 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.

- Because the Fund does not control the underlying investment company in
which the Fund is invested, 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

Investment Objective

- The Fund's objective is to achieve a high total return consistent with
reasonable risk.

Principal Investment Strategy

- The Fund seeks to achieve this objective by using
either an aggressive or conservative strategy depending on market
conditions, and by investing primarily in Blue Chips.

- 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.

Investment Emphasis

- 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:

* Large capitalization (greater than $5 billion);

* An established history of earnings and dividends; and

* Large number of publicly held shares and high trading volume,
resulting in a high degree of liquidity.

- Market capitalization means the total market value of a company's
outstanding common stock and 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 will invest primarily in Blue Chips, but may also invest in
securities convertible into common stocks, preferred stocks and other
securities, including investment grade bonds and other debt obligations
of any maturity, 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 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.

Investments During Use of Aggressive Strategy

- 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, such as stocks, stock options, stock index options, financial
futures or options on such futures.

- Investments in stock options, stock index options, financial futures
or options on such futures may be used to hedge the value of the Fund's
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.
Such instruments also are utilized to "hedge" the risk that may exist
during the period when the Advisor is selecting suitable investments to
restructure the portfolio, and are not entered into for speculative
purposes.

Investments During Use of Conservative Strategy

- 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.

THE RIGHTIME MIDCAP FUND

Investment Objective

- The Fund's objective is to achieve a high total return consistent with
reasonable risk.

Principal Investment Strategy

- The Fund seeks to achieve this objective by using
either an aggressive or conservative strategy depending on market
conditions, and by investing primarily in MidCaps.

- 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.

Investment Emphasis

- 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 also includes options, stock index options, stock
index futures and options on stock index futures, based on MidCap
common stocks.

- The Fund generally considers a medium-size market capitalization to be
between $200 million and $5 billion. 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 means the total market value of a company's
outstanding common stock and 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 MidCap instruments, which include options,
stock index options, financial futures or options on such futures, all
of which are based on MidCaps. At least 65% of the Fund's assets, except
when maintaining a temporary defensive position, will be invested in
MidCaps or MidCap instruments, and up to 100% may be so invested.

-The Fund will invest primarily in MidCaps, but may also invest in
securities convertible into common stocks, preferred stocks and other
securities, including investment grade bonds and other debt obligations
of any maturity, 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 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 MidCaps and MidCap
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.

Investments During Use of Aggressive Strategy

- 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, such as stocks, stock options, stock index options, financial
futures or options on such futures.

- Investments in stock options, stock index options, financial futures
or options on such futures may be used to hedge the value of the Fund's
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.
Such instruments also are utilized to "hedge" the risk that may exist
during the period when the Advisor is selecting suitable investments to
restructure the portfolio, and are not entered into for speculative
purposes.

Investments During Use of Conservative Strategy

- 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.

THE RIGHTIME OTC FUND

Investment Objective

- The Fund's objective is to achieve a high total return consistent with
reasonable risk.

Principal Investment Strategy

- The Fund seeks to achieve this objective by using
either an aggressive or conservative strategy depending on market
conditions, and by investing primarily in OTC securities.

- 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.

Investment Emphasis

- OTC securities include common stocks that are traded in the over-the-
counter market, and may be included in the NASDAQ Composite Index or the
NASDAQ 100 Index, and options, stock index options, stock index futures
and options on stock index futures, based on OTC securities.

- OTC companies include companies with large-size market capitalization
("LargeCaps"), medium size capitalization ("MidCaps"), and small-sized
market capitalization ("SmallCaps").

* LargeCap stocks generally have a market capitalization greater than $5
billion, a large number of publicly held shares and high trading volume,
resulting in a high degree of liquidity.

* MidCap stocks generally have a market capitalization between $200
million and $5 billion, a moderate number of publicly held shares and
moderate trading volume, resulting in a moderate degree of liquidity.

* SmallCap stocks generally have a market capitalization that is less
than $200 million, a smaller number of publicly held shares and smaller
trading volume, resulting in the risk there there will be a lesser
degree of liquidity.

- Market capitalization means the total market value of a company's
outstanding common stock and 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 OTC instruments, which include options,
stock index options, financial futures or options on such futures, all
of which are based on OTC securities. At least 65% of the Fund's assets,
except when maintaining a temporary defensive position, will be invested
in OTC securities or OTC instruments, and up to 100% may be so invested.

-The Fund will invest primarily in common stocks of OTC companies, but
may also invest in securities convertible into common stocks, preferred
stocks and other securities, including investment grade bonds and other
debt obligations of any maturity, 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's investments in smaller, less well-known companies may
involve greater risks than are inherent in securities of more
established companies.

- 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 OTC securities and
OTC 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.

Investments During Use of Aggressive Strategy

- 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
OTC securities, such as stocks, stock options, stock index options,
financial futures or options on such futures.

- Investments in stock options, stock index options, financial futures
or options on such futures may be used to hedge the value of the Fund's
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.
Such instruments also are utilized to "hedge" the risk that may exist
during the period when the Advisor is selecting suitable investments to
restructure the portfolio, and are not entered into for speculative
purposes.

Investments During Use of Conservative Strategy

- 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 OTC
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.

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
individual 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 factors, including market volatility, deviation may be
substantial. Higher portfolio turnover rates may result in increased
brokerage costs and other transaction costs, which could reduce the
Funds' returns, 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 $1.8 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
combined average daily net assets (Class A and Class C) of each 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 twenty 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. ("Lincoln") 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 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% and 1.00%, respectively, of the Class A and
Class C shares of The Rightime Blue Chip Fund, The Rightime MidCap Fund,
and The Rightime OTC Fund.

- The Distribution Plans limit each Fund's distribution costs to 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.  Any
excess costs incurred by a Fund will be paid by Lincoln.

- 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.

PRICING OF FUND SHARES

- The public offering price of each Fund, and of each Class of a Fund,
consists of the net asset value per share next calculated plus any
applicable sales charge.  The net asset value of each class of shares of
a Fund equals the total value of that class' net assets divided by its
shares outstanding.  Both Class A and Class C share prices are
calculated as of the close of  regular trading on the New York Stock
Exchange (NYSE) each day that the NYSE is open for business.  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 following sections apply to all share classes of the Funds.

How to Invest

- You can purchase share 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, or you may invest
directly

- 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)

Minimum Investment

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

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

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

Subsequent Investments

- 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:

* Suspend the offering of its shares;

* Reject purchase orders when it is in the best interest of a Fund; and

* Reduce or waive the minimum for initial and subsequent investments.

Account and Transaction Policies

- 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.

There are no sales charges for purchasing shares of The Rightime Fund.
Class A shares of The Rightime Blue Chip Fund, The Rightime MidCap Fund
and The Rightime OTC 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.

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.

SELLING SHARES

- Shareholders can sell (redeem) their shares any day the NYSE is open,
either through their financial advisor or directly through the Fund.
Redemptions will be effected at the NAV next determined after the
receipt of a redemption request that has been received in good order by
the Fund's Transfer Agent.

- 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.

Redemptions By Mail

Redemption requests may be made in writing. The writing must:

* Include the identity of the shareholder's fund and account number,

* State the dollar amount or number of shares to be redeemed, and

* Include the signatures of all registered owners exactly as the account
is registered.

Signature Guarantees

- 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.

Redemptions By Phone

- 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.

Accuracy of Instructions

- 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.

In-Kind Redemptions

- 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.

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.

Account and Transaction Policies

- 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.

EXCHANGE OF SHARES

- The exchange privilege allows shareholders of a Fund to exchange all
or part of their shares into shares of the same Class of 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 Class A shares of another
Fund, will be subject to the sales charge of the other Fund.

- To complete an exchange of Class A or Class C Shares of a Fund you
may:

*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

*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 Class of a
Fund and the purchase of another Class. 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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

- Each Class of the Fund will declare and pay annual dividends to its
respective 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 each Class 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 Class of 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 Class of a Fund or
receive them in cash.  Any long-term capital gains distributed by each
Class of 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 Class 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, each Class of 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.

FINANCIAL HIGHLIGHTS

The financial highlights tables on the following pages are intended to
help shareholders understand the recent financial performance for The
Rightime Fund and the Class A Shares of The Rightime Blue Chip Fund,
The Rightime MidCap Fund and The Rightime OTC Fund during the past
five fiscal years ended October 31. As of the date of this Prospectus,
Class C Shares of The Rightime Blue Chip Fund, The Rightime MidCap Fund
and The Rightime OTC Fund had not been offered to investors. 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 auditors are included in the Funds' Annual Report
to Shareholders and are incorporated by reference into the Statement of
Additional Information. The Statement of Additional Information as well
as in the Funds' Annual Report to Shareholders, are available free of
charge upon request.



<TABLE>
<CAPTION>

Rightime
Financial
Family of Funds
Highlights
[RIGHTIME LOGO]                                           (For a
Share Outstanding Throughout Each Year Ended December 1)

The Rightime Fund                                    2000
1999            1998             1997            1996
-------------------------------------------  ------------
------------    ------------     ------------    ------------
<S>                                          <C>            <C>
<C>              <C>            <C>
Net Asset Value, Beginning of Year 				$33.97
$35.13          $29.95           $32.09          $37.55
Net Investment Income (Loss) 					0.40
0.33            0.43             0.43            1.14
Net Realized and Unrealized Gains
(Losses) on Investments 					(0.27)
3.49            5.16            (1.24)           2.11
Total from Operations 						0.13
3.82            5.59            (0.81)           3.25
Distributions from Net Investment Income 			(0.69)
(0.41)          (0.41)           (0.42)          (0.77)
Distributions from Realized Capital Gains 		(3.99)
(4.57)             --            (0.91)          (7.94)
Total Distributions 						(4.68)
(4.98)          (0.41)           (1.33)          (8.71)
Net Asset Value, End of Year 					$29.42
$33.97          $35.13           $29.95          $32.09
Total Return(1) 							(0.98)%
10.61%          18.86%           (2.77)%          8.96%
Net Assets, End of Year 				$88,115,235
$112,630,370    $110,598,723     $126,001,807    $166,490,280
Ratio of Expenses to Average Net Assets 			2.48%
2.51%           2.53%            2.45%           2.45%
Ratio of Net Investment Income (Loss) to
Average Net Assets 						1.17%
0.89%           1.12%            1.16%           3.11%
Portfolio Turnover 						159.81%
106.40%         117.73%           62.01%          15.40%


The Rightime Blue Chip Fund                          2000
1999            1998             1997           1996
-------------------------------------------  ------------
------------    ------------     ------------    ------------
Net Asset Value, Beginning of Year 				$40.33
$40.98          $32.27           $31.88          $32.84
Net Investment Income (Loss) 					(0.26)
(0.15)          (0.10)            0.03            0.40
Net Realized and Unrealized Gains
(Losses) on Investments 					(4.11)
4.13            8.83             0.83            3.52
Total from Operations 						(4.37)
3.98            8.73             0.86            3.92
Distributions from Net Investment Income 			--
--           (0.02)           (0.40)          (0.28)
Distributions from Realized Capital Gains 		(0.05)
(4.63)             --            (0.07)          (4.60)
Total Distributions 						(0.05)
(4.63)          (0.02)           (0.47)          (4.88)
Net Asset Value, End of Year 					$35.91
$40.33          $40.98           $32.27          $31.88
Total Return(1)
	(10.86)%
9.45%          27.06%            2.63%          12.26%
Net Assets, End of Year 				$197,301,383
$288,999,398    $271,415,783     $254,386,954    $277,639,083
Ratio of Expenses to Average Net Assets 			2.10%
2.09%           2.15%            2.09%           2.08%
Ratio of Net Investment Income (Loss) to
Average Net Assets 						(0.56)%
(0.36)%         (0.25)%           0.05%           1.25%
Portfolio Turnover 						6.43%
10.16%           7.97%           39.27%           1.30%

(1) Excludes sales charge

</TABLE>



<TABLE>
<CAPTION>


Financial

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

The Rightime MidCap Fund                             2000
1999            1998             1997            1996
-------------------------------------------  ------------
------------    ------------     ------------    ------------
<S>                                               <C>            <C>
<C>               <C>             <C>
Net Asset Value, Beginning of Year 				$34.19
$35.19          $29.12           $29.02          $32.95
Net Investment Income (Loss) 					(0.12)
(0.16)          (0.16)            0.27            0.49
Net Realized and Unrealized Gains
(Losses) on Investments 					0.62
5.71            7.13             1.33            2.56
Total from Operations 						0.50
5.55            6.97             1.60            3.05
Distributions from Net Investment Income 			0.00
--           (0.24)           (0.54)          (0.14)
Distributions from Realized Capital Gains 		(6.08)
(6.55)          (0.66)           (0.96)          (6.84)
Total Distributions 						(6.08)
(6.55)          (0.90)           (1.50)          (6.98)
Net Asset Value, End of Year 					$28.61
$34.19          $35.19           $29.12          $29.02
Total Return(1) 							1.56%
16.40%          24.53%            5.55%           9.65%
Net Assets, End of Year 				$62,744,724
$77,250,994     $67,492,574      $69,295,196     $80,303,960
Ratio of Expenses to Average Net Assets 			2.17%
2.16%           2.25%            2.15%           2.19%
Ratio of Net Investment Income (Loss) to
Average Net Assets 						(0.37)%
(0.48)%         (0.46)%           0.82%           1.72%
Portfolio Turnover 						20.93%
50.75%             --           107.08%           3.59%


The Rightime OTC  Fund                               2000
1999            1998             1997            1996
-------------------------------------------  ------------
------------    ------------     ------------    ------------
Net Asset Value, Beginning of Year				$32.50
$35.96	    $29.31		   $29.09		  $32.37
Net Investment Income (Loss)					0.21
0.24	 	    0.27		   0.17		  0.41
Net Realized and Unrealized Gains
(Losses) on Investments						(7.03)
3.19		    7.55		   1.52		  3.88
Total from Operations						(6.82)
3.43		    7.82		   1.69		  4.29
Distributions from Net Investment Income			(0.27)
(0.27)	    (0.15)		   (0.43)		  0.00
Distributions from Realized Capital Gains			(2.84)
(6.62)	    (1.02)		   (1.04)		  (7.57)
Total Distributions						(3.11)
(6.89)	    (1.17)		   (1.47)		  (7.57)
Net Asset Value, End of Year					$22.57
$32.50	    $35.96		   $29.31		  $29.09
Total Return(1)							(22.90)%
8.39%		    27.37%		   5.77%		  13.62%
Net Assets, End of Year					$6,670,091
$15,926,379	    $13,889,339	   $11,467,788	  $8,694,248
Ratio of Expenses to Average Net Assets			2.57%
2.21%		    2.35%		   2.35%		  2.42%
Ratio of Net Investment Income (Loss) to
Average Net Assets						0.56%
0.72%		    0.81%		   0.55%		  1.51%
Portfolio Turnover						360.82%
169.26%	    142.15%		   107.98%		  46.57%

(1) Excludes sales charge

</TABLE>



Rightime Family of Funds
[RIGHTIME LOGO]

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
123 South Broad Street
Philadelphia, PA 19109

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

Legal Counsel
Greenberg Traurig, LLP.
2700 Two Commerce Square
Philadelphia, PA 19103

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



For More Information About
the Rightime Family of Funds

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 to the Public Reference Section of
the SEC, Washington, D.C. 20549-0102,, by e-mail to the SEC at
[email protected]. For information about the operation of the
Public Reference Room, please call 1-202-942-8090.

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

ANNUAL & SEMIANNUAL REPORTS

Additional information about each Fund's investments is available in the
Funds' annual and semi-annual 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
















Rightime Family of Funds                                    30642.01
[RIGHTIME LOGO]

218 Glenside Avenue
Wyncote, Pennsylvania  19095-1594

The Rightime Blue Chip Plus Fund

The Rightime OTC Plus Fund

Prospectus
December 31, 2000

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.

Rightime Family of Funds                          Prospectus
[RIGHTIME LOGO]                                   December 31, 2000

TABLE OF CONTENTS:

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

Overall Investment Philosophy
The Rightime Blue Chip Plus Fund
The Rightime OTC Plus Fund
Performance Information
Fees and Expenses

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

The Rightime Blue Chip Plus Fund
The Rightime OTC Plus Fund
Additional Investment Policies

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

Board of Directors
Investment Advisor
Administrator, Transfer Agent and Custodian

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 Plus
Funds.

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

Other Information About the Plus Funds
-----------------------------------------------------------------------
Shareholder Inquiries
Financial Highlights

Rightime Family of Funds


[RIGHTIME LOGO]                                   Summary of the Plus Funds

OVERALL INVESTMENT PHILOSOPHY

The Rightime Family of Funds is made up of six separate mutual funds
managed according to a common investment philosophy. Two of the Funds
are described in this prospectus, and four other Funds are included in a
separate prospectus describing those Funds.  Each Plus Fund described in
this prospectus pursues its investment objective by investing in varying
portfolios of securities.  The investment objective of each Plus Fund is
to achieve a high total return consistent with reasonable risk.

The investment advisor for each Plus Fund, Rightime Econometrics, Inc.,
uses analytical techniques that seek to anticipate and identify major
market trends which the Advisor believes can affect securities markets
over periods of time.  Each Plus 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 Plus Fund's pursuit of a high return is
tempered by an attempt to limit the Fund to a reasonable level of risk.
Each Plus 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 this type of period, the Plus Funds utilize investment
strategies which the Advisor believes offer greater protection from risk
and more conservative expectations by restructuring each Plus Fund's
portfolio to emphasize income over gains and maintenance of stability of
principal.

In determining whether to establish an aggressive portfolio strategy
or a conservative portfolio strategy, the Advisor evaluates a number
of economic indicators such as relative value, monetary policy, investor
sentiment, technical data and momentum. If the Advisor is incorrect in
establishing an aggressive or conservative strategy, a Fund may lose
opportunities for gains or it may experience losses.

During periods when the Fund adopts an aggressive portfolio strategy,
each Plus Fund seeks to produce investment results that are greater than
the performance of the principal benchmark index for that Fund.
Each Plus Fund seeks to achieve this result through the investment of
borrowed funds.  This practice is called "leveraging," and involves
investment by each Plus Fund of assets that must be repaid to a lender.
If the Plus Fund is not successful in achieving its strategy
when it uses leverage, it may realize investment losses that are
significantly worse than it would achieve without such borrowing.

The investment objective of each of the Plus Funds evaluates the return
that the Fund seeks in reference to a level of risk that the Fund
considers reasonable.  For this reason, each Plus Fund will follow a
conservative strategy when the Adviser deems it appropriate to reduce
exposure to the market.  The Fund believes that reducing the Plus Funds'
exposure to market risk could permit the Fund to reduce the negative
impact of a leveraged decline in market value, although there can be no
assurance that the Adviser can succeed in reducing the Plus Funds'
exposure to adverse  market movements.

An investor considering an investment in the Plus Funds should recognize
that the strategy of seeking to magnify the return achieved by the Funds
through leveraging, while offering the opportunity for a higher total
return than the Funds would achieve without such leveraging, involves
additional risk that the Plus Funds may incur losses at a higher rate
than would occur in the absence of such borrowing.

THE RIGHTIME BLUE CHIP PLUS FUND

INVESTMENT OBJECTIVE

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

PRINCIPAL INVESTMENT STRATEGIES

Core Investments

- 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 that have: large market capitalization ($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.

Investment Style

- When using an aggressive strategy, the Fund will invest in Blue Chips
and related instruments such as stocks, investment grade bonds and other
debt obligations, options and futures 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 Chip securities, such as cash,
cash equivalents, investment grade bonds and other debt obligations
of any maturity 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.

Leveraging

- In addition to the amounts invested in the Plus Fund by its
shareholders, the Fund may borrow additional funds to invest in Blue
Chip securities and related instruments.  Although the Adviser to the
Rightime Blue Chip Plus Fund selects its investments in a manner similar
to the way that investments are selected for the Rightime Blue Chip
Fund, the investment results of the Plus Fund could reflect a higher
rate of gain or loss than the Fund that does not use leveraging
techniques.

PRINCIPAL RISKS

Leveraging Risk

- The  Plus Funds employ leveraged investment techniques.  Leverage
seeks to achieve a gain on a capital base that is larger than the amount
invested in the Fund.  While this technique can magnify the effect of
gains, it can also magnify the effect of losses.  In addition, the cost
of the funds borrowed for investment purposes can exceed the income and
gain that are achieved by the investments, or reduce that income or
gain.  Therefore, Plus Fund shareholders may find that the costs
associated with the borrowing could reduce or even eliminate the income
and gain achieved by investments acquired with borrowed funds.

Market Risk

- 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 vary and you could
lose money.

Analytical Risk

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

Interest Rate Risk

- 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 may fluctuate in value as
interest rates rise and fall.

Hedging Risk

- 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 OTC PLUS FUND

INVESTMENT OBJECTIVE

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

PRINCIPAL INVESTMENT STRATEGIES

Core Investments

- The Fund seeks to achieve its objective by investing primarily in
securities traded in the over-the-counter ("OTC") market and in
instruments such as options or futures that are based upon OTC
securities. OTC securities include companies that are traded on the
NASDAQ stock exchange and have large, medium or small market
capitalization. At least 65% of the Fund's assets will be invested in
OTC securities and related instruments, and up to 100% may be so
invested.

Investment Style

- When using an aggressive strategy, the Fund will invest in OTC
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 those traded in the OTC market, such
as cash, cash equivalents, investment grade bonds and other debt
obligations of any maturity 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.

Leveraging

- In addition to the amounts invested in the Plus Fund by its
shareholders, the Fund may borrow additional funds to invest in OTC
securities and related instruments.  Although the Adviser to the
Rightime OTC Plus Fund selects its investments in a manner similar to
the way that investments are selected for the Rightime OTC Fund, the
investment results of the Plus Fund would normally reflect a higher rate
of gain or loss than the Fund that does not use leveraging techniques.

PRINCIPAL RISKS

Leveraging Risk

- The  Plus Funds employ leveraged investment techniques.  Leverage
seeks to achieve a gain on a capital base that is larger than the amount
invested in the Fund.  While this technique can magnify the effect of
gains, it can also magnify the effect of losses.  In addition, the cost
of the funds borrowed for investment purposes can exceed the income and
gains that are achieved by the investments, or reduce that income or
gain.  Therefore, Plus Fund shareholders may find that the costs
associated with the borrowing could reduce or even eliminate the income
and gain achieved by investments acquired with borrowed funds.

Market Risk

- Common stock prices fluctuate in response to market, economic and
business conditions and can decline over short or even extended periods.
Stocks of OTC companies generally are subject to larger price
fluctuations than securities issued by more seasoned companies.
Therefore, the value of your investment may vary and you could
lose money.

Trading Risk

- As a result of the Plus Fund's focus on securities traded in the OTC
market, the Plus Fund may invest in smaller, less well-known companies
which may involve greater risk than investing in securities of more
established companies.  The Plus Fund's OTC criteria may limit the
availability of investment opportunities.  Smaller companies often have
limited product lines, markets or financial resources, and their
management may lack depth and experience.  In addition, these securities
may not be as widely researched in the market.

Analytical Risk

- 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 Plus Fund may lose opportunities for
gains or it may experience losses.

Interest Rate Risk

- 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 may fluctuate in value as
interest rates rise and fall.

Hedging Risk

- 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

The Blue Chip Plus Fund and the OTC Plus Fund offer two classes of
shares - Class A and Class C shares.  The Plus Funds are new series
offered by The Rightime Family of Funds.  Accordingly, they do not have
any performance history of their own.  The returns for both Classes are
expected to be substantially similar because each Class is invested in
the same portfolio of securities, except that the annual returns will
differ to the extent that the Classes do not have the same expenses.

EXPENSES AND FEES OF EACH CLASS OF SHARES OF THE RIGHTIME FUNDS

The following tables describe the fees and expenses that you may pay if
you buy and hold Shares of the Funds.   The fees and expenses that you
may pay if you buy and hold Class A Shares of the Funds are based on
actual expenses.  The fees and expenses for the Class C Shares of the
Funds are based on estimated expenses.

Shareholder Transaction Fees (Fees paid directly from your investment)
--------------------------------------------------------------------------
                              The Rightime                The Rightime
                           Blue Chip Plus Fund            OTC Plus Fund
                        --------------------------    ---------------------
                           Class A      Class C         Class A    Class C
--------------------------------------------------------------------------
Maximum Sales Charge
(Load) on Purchases
(as a percentage of
offering price)            4.75%         None           4.75%       None
--------------------------------------------------------------------------
Maximum Sales Charge
(Load) Imposed on
Reinvested Dividends        None         None            None       None
--------------------------------------------------------------------------
Redemption Fee
(as a percentage of
offering price)             None         None            None       None
--------------------------------------------------------------------------
Exchange Fee                None         None            None       None
--------------------------------------------------------------------------
Maximum Account Fee (1)     None         None            None       None
--------------------------------------------------------------------------





Annual Operating Expenses (Expenses that are deducted from Fund assets)
--------------------------------------------------------------------------
                              The Rightime                The Rightime
                           Blue Chip Plus Fund            OTC Plus Fund
                        --------------------------    ---------------------
                           Class A      Class C         Class A    Class C
--------------------------------------------------------------------------
Management fee             0.50%        0.50%           0.50%      0.50%
Distribution and
Service (12b-1) Fees       0.50%(2)     1.00%(3)        0.50%(2)   1.00%(3)
Other Expenses             1.00%*       1.00%*          1.00%      1.00%*
Total Operating
Expenses                   2.00%*       2.50%*          2.00%      2.50%*
--------------------------------------------------------------------------
(1) A Fund may charge a $15 annual maitenance fee to accounts
which have no new purchases during a calander 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 soley as a result of a market decline
or sales charge, or if the account is actively participating
in a systematic withdrawal plan.
(2) Actual 12b-1 fees are 0.25%; service fees equal 0.25%.
(3) Actual 12b-1 fees are 0.75%; service fees equal 0.25%.

* Amount is based on estimated expenses to be incurred in the first year
of operations.

Expense Example

The following Expense Example is intended to show the expenses that you
could pay over time and will help you to compare the cost of investing
in each Class of Shares of the Funds with the cost of investing in other
mutual funds.

The Example assumes that you invest $10,000 in each Fund for the time
periods indicated and then redeem all of your shares at the end of the
period.  The Example also assumes that you earn a 5% return each year,
and the operating expenses remain the same throughout the period.

Because the Funds are new, expenses for the 5 Year and 10 Year periods
are not required to be shown.  This Example is for comparison only.
Actual fees and expenses may be different.

--------------------------------------------------------------------------
                              The Rightime                The Rightime
                           Blue Chip Plus Fund            OTC Plus Fund
--------------------------------------------------------------------------
                           Class A      Class C         Class A    Class C
                        --------------------------    ---------------------
1 Year                     $669          $254           $669        $254
3 Years                    $1074         $780           $1074       $780
--------------------------------------------------------------------------


Rightime Family of Funds       Additional Discussion of Principal
[RIGHTIME LOGO]                Investment Strategies and Principal Risks

The Advisor uses detailed analytical techniques (Aggressive Strategy or
Conservative Strategy) 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.

Although the investment objectives of the Plus Funds are the same, the
types of securities that they will normally hold in their portfolios are
different. The Plus Funds use a variety of investment techniques in an
effort to balance portfolio risks and to hedge market risks.

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 BLUE CHIP PLUS FUND

Investment Objective

- The Fund's objective is to achieve a high total return consistent with
reasonable risk.

Principal Investment Strategy

- The Fund seeks to achieve this objective by using
either an aggressive or conservative strategy depending on market
conditions, and by investing primarily in Blue Chips.

- 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.

Investment Emphasis

- 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:

* Large capitalization (greater than $5 billion);

* An established history of earnings and dividends; and

* Large number of publicly held shares and high trading volume,
resulting in a high degree of liquidity.

- Market capitalization means the total market value of a company's
outstanding common stock and 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 will invest primarily in Blue Chips, but may also invest in
securities convertible into common stocks, preferred stocks and other
securities, including investment grade bonds and other debt obligations
of any maturity, 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 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.

Investments During Use of Aggressive Strategy

- 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, such as stocks, stock options, stock index options, financial
futures and options on such futures.

- Investments in stock options, stock index options, financial futures
or options on such futures may be used to hedge the value of the Fund's
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.
Such instruments also are utilized to "hedge" the risk that may exist
during the period when the Advisor is selecting suitable investments to
restructure the portfolio, and are not entered into for speculative
purposes.

Investments During Use of Conservative Strategy

- 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.

THE RIGHTIME OTC PLUS FUND

Investment Objective

- The Fund's objective is to achieve a high total return consistent with
reasonable risk.

Principal Investment Strategy

- The Fund seeks to achieve this objective by using
either an aggressive or conservative strategy depending on market
conditions, and by investing primarily in OTC securities.

- 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.

Investment Emphasis

- OTC securities include common stocks that are traded in the
over-the-counter market, and may be included The NASDAQ Composite Index
or The NASDAQ 100 Index, and options, stock index options, stock index
futures and options on stock index futures, based on OTC securities.

- OTC companies include companies with large-size market capitalization
("LargeCaps"), medium size capitalization ("MidCaps"), and small-sized
market capitalization ("SmallCaps").

* LargeCap stocks generally have a market capitalization greater than $5
billion, a large number of publicly held shares and high trading volume,
resulting in a high degree of liquidity.

* MidCap stocks generally have a market capitalization between $200
million and $5 billion, a moderate number of publicly held shares and
moderate trading volume, resulting in a moderate degree of liquidity.

* SmallCap stocks generally have a market capitalization that is less
than $200 million, a smaller number of publicly held shares and smaller
trading volume, resulting in the risk there there will be a lesser
degree of liquidity.

- Market capitalization means the total market value of a company's
outstanding common stock and 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 OTC instruments, which include options,
stock index options, financial futures or options on such futures, all
of which are based on OTC securities. At least 65% of the Fund's assets,
except when maintaining a temporary defensive position, will be invested
in OTC securities or OTC instruments, and up to 100% may be so invested.

-The Fund will invest primarily in common stocks of OTC companies, but
may also invest in securities convertible into common stocks, preferred
stocks and other securities, including investment grade bonds and other
debt obligations of any maturity, 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's investments in smaller, less well-known companies may
involve greater risks than are inherent in securities of more
established companies.

- 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 OTC securities and
OTC 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.

Investments During Use of Aggressive Strategy

- 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
OTC securities, such as stocks, stock options, stock index options,
financial futures or options on such futures.

- Investments in stock options, stock index options, financial futures
or options on such futures may be used to hedge the value of the Fund's
un-invested 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.
Such instruments also are utilized to "hedge" the risk that may exist
during the period when the Advisor is selecting suitable investments to
restructure the portfolio, and are not entered into for speculative
purposes.

Investments During Use of Conservative Strategy

- 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 OTC
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.

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
individual 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 Plus 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 Plus Funds expect a portfolio turnover rate higher than that of
other funds with similar objectives. Each Plus Fund presently estimates
that its annualized portfolio turnover rate generally will not exceed
300%.  Depending on factors, including market volatility, deviation may
be substantial. Higher portfolio turnover rates may result in increased
brokerage costs and other transaction costs, which could reduce the
Funds' returns, 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 Plus Funds is the
responsibility of the Board of Directors of The Rightime Fund, Inc. (the
"Company"). Each Plus 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 $1.8 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 Plus 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
combined average daily net assets (Class A and Class C) of each of The
Rightime Funds.

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 12b-1 Distribution Plan, computed daily and payable monthly, at
an annualized rate of each Fund's average daily net assets of 0.50% and
1.00%, respectively, of the Class A and Class C shares of The Rightime
Blue Chip Plus Fund and The Rightime OTC Plus Fund.

- The Distribution Plans limit each Fund's distribution costs to 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.  Any
excess costs incurred by a Fund will be paid by Lincoln.

- 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.

PRICING OF FUND SHARES

- The share price of a share of a Fund is known as its public offering
price.  The  public offering price of each Fund, and of each Class of a
Fund, consists of the net asset value per share next calculated plus any
applicable sales charge.  The net asset value of each class of shares of
a Fund equals the total value of that Class' net assets divided by its
shares outstanding.  Both Class A and Class C share prices are
calculated as of the close of  regular trading on the New York Stock
Exchange (NYSE) each day that the NYSE is open for business.  Expenses
and fees of each Fund are accrued daily and taken into account for the
purpose of determining the NAV.

PURCHASING
SHARES

The following sections apply to all share classes of the Plus Funds.

How to Invest

- 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, or you may invest
directly.

- 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)

Minimum Investment

- The minimum investment amount for each Class of shares is $1,000.
Minimum investment amounts for qualified tax-sheltered retirement plans.

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

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

Subsequent Investments

- 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' of
Additional Information, your financial advisor or the Funds for further
details.

- The Company reserves the right in its sole discretion to:

* Suspend the offering of its shares;

* Reject purchase orders when it is in the best interest of a Fund;

* Reduce or waive the minimum for initial and subsequent investments.

Account and Transaction Policies

- 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.

Class A shares of The Rightime Blue Chip Plus Fund and The Rightime OTC
Plus 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.

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.

SELLING SHARES

- Shareholders can sell (redeem) their shares any day the NYSE is open,
either through their financial advisor or directly through the Fund.
Redemptions will be effected at the NAV next determined after the
receipt of a redemption request that has been received in good order by
the Fund's Transfer Agent.

- 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.

Redemptions By Mail

Redemption requests may be made in writing. The writing must:

* Include the identity of the shareholder's fund and account number,

* State the dollar amount or number of shares to be redeemed, and

* Include the signatures of all registered owners exactly as the account
is registered.

Signature Guarantees

- 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.

Redemptions By Phone

- 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.

Accuracy of Instructions

- 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.

In-Kind Redemptions

- 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.

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.

Account and Transaction Policies

- 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.

EXCHANGE OF SHARES

- The exchange privilege allows shareholders of a Fund to exchange all
or part of their shares into shares of the same Class of 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 Class A shares of another
Fund, will be subject to the sales charge of the other Fund.

- To complete an exchange of Class A or Class C Shares of a Fund you
may:

*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

*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 Class of a
Fund and the purchase of another Class. 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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

- Each Class of the Fund will declare and pay annual dividends to its
respective 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 each Class 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 Class of 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 Class of a Fund or
receive them in cash.  Any long-term capital gains distributed by each
Class of 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 Class 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, each Class of 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.

Rightime Family of Funds
[RIGHTIME LOGO]

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
123 South Broad Street
Philadelphia, PA 19109

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

Legal Counsel
Greenberg Traurig, LLP.
2700 Two Commerce Square
Philadelphia, PA 19103

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



For More Information About
the Rightime Family of Funds

STATEMENT OF ADDITIONAL INFORMATION

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:

* For a fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-0102,, by e-mail to the SEC at
[email protected]. For information about the operation of
the Public Reference Room, please call 1-202-942-8090.

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

ANNUAL & SEMIANNUAL REPORTS

Once the Plus Funds have completed a year of operations, additional
information about each Fund's investments will be available in the
Funds' annual and semi-annual 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 investment objective of each of the Plus Funds evaluates the return
that the Fund seeks in reference to a level of risk that the Fund
considers reasonable.  For this reason, each Plus Fund will follow a
conservative strategy when the Adviser deems it appropriate to reduce
exposure to the market.  The Fund believes that reducing the Plus Funds'
exposure to market risk could permit the Fund to reduce the negative
impact of a leveraged decline in market value, although there can be no
assurance that the Adviser can succeed in reducing the Plus Funds'
exposure to adverse  market movements.




Rightime Family of Funds                           26028.04
[RIGHTIME LOGO]

For More Information About the Rightime Family of Funds

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:

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

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

* Is there a website address where an SAI can be obtained by a prospective
shareholder?  If so, list address.

ANNUAL & SEMI-ANNUAL REPORTS

Additional information about each Funds' investments is available in the
Funds' Annual and Semi-Annual 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 (800) 866-9393.

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





THE RIGHTIME FUND, INC.



Supplement Dated January 10, 2001 to the
Statement of Additional Information
Dated January 1, 2001



The Rightime Fund, Inc.'s Statement of Additional Information
dated January 1, 2001 contains information concerning
The Rightime Family of Funds including
The Rightime Blue Chip Plus and The Rightime OTC Plus Funds.
The Rightime Plus Funds are new offerings which are not
currently available to investors.

Information concerning The Rightime Blue Chip Plus Fund
and The Rightime OTC Plus Fund is contained in a separate
Prospectus which will be available when The Rightime Plus Funds
commence operations.





STATEMENT OF ADDITIONAL INFORMATION
DATED JANUARY 1, 2001

The Rightime Fund, Inc. (the "Company") is an open-end diversified
investment company which is made up of six different funds (each a
"Fund" and collectively, the "Funds").

This Statement of Additional Information ("SAI") relates to:

     The Rightime Fund
     The Rightime Blue Chip Fund
     The Rightime MidCap Fund
     The Rightime OTC Fund
     The Rightime Blue Chip Plus Fund, and
     The Rightime OTC Plus Fund.

A copy of the Funds' Prospectuses dated January 1, 2001 is available
without charge and may be obtained by writing or calling the address and
number shown above.  Information from the Annual Report has been
incorporated into this SAI by reference.  A copy of the Annual Report
may be obtained free of charge from the address and number listed above.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD
BE READ IN CONNECTION WITH THE FUNDS' PROSPECTUSES DATED JANUARY 1,
2001.   PLEASE RETAIN THIS STATEMENT OF ADDITIONAL INFORMATION FOR
FUTURE REFERENCE.

TABLE OF CONTENTS                                                Page

Information About the Fund
Investment Objectives and Policies
    The Rightime Fund
    The Rightime Blue Chip Fund
    The Rightime MidCap Fund
    The Rightime OTC Fund
    The Rightime Blue Chip Plus Fund and
    The Rightime OTC Plus Fund
Options & Futures
Hedging
Money Market Securities
Convertible Securities
Investment Selection Information
Portfolio Turnover
Investment Restrictions
Investment Advisor
Distributor
Allocation of Portfolio Brokerage
Administrator
Custodian
Transfer Agent
General Operations
Purchases of Shares
Distributions and Taxes
Capital Stock and Voting Rights
Officers and Directors of the Fund
Principal Holders and Control Persons
Code of Ethics
General Information
Performance
Financial Statements

INFORMATION ABOUT THE COMPANY

The Rightime Fund, Inc. (the "Company") is an open-end diversified
management investment company which is made up of six separate mutual
funds (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.  Each
Fund's investment objective is fundamental; no material changes will be
made without first obtaining shareholder approval.

Unless otherwise specified, the investment policies and restrictions and
the operating policies of the Funds are not fundamental policies and
therefore are subject to change by the Board of Directors of the Company
(the "Directors") without shareholder approval.  Each Fund's assets are
managed by Rightime Econometrics, Inc. (the "Advisor").

This SAI contains further information concerning the techniques and
operations of each of the Funds, the securities in which each Fund will
invest, and the policies each Fund will follow.

THE RIGHTIME FUND

-The investment objective of the Fund is to achieve a high total return
consistent with reasonable risk.  The Fund seeks to achieve this
objective by concentrating in shares of other mutual funds 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.

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 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 high 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 that 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 its portfolio in 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 of investing in each
investment company.  The Advisor will not select such investment
companies based solely upon their previous performance.

-It is anticipated that these 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, and cash
equivalents.

-The Fund may also make use of various hedging techniques, or may hold
its assets as cash.

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% of its assets 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 a period when the Advisor used an aggressive
portfolio strategy.  The Fund would seek a favorable total return 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 Internal Revenue Code (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 limits on a Fund's investment risk, 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 "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) that the Advisor expects will assist it in determining an
investment strategy 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 that seek to
anticipate major market trends that 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 investment by the Fund in a high
proportion (up to 100%) of its assets in temporary defensive investments
such as U.S. Government securities or other money market securities (see
"Money Market Securities"), securities with short 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 investment 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
will use these types 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, THE RIGHTIME MIDCAP FUND, THE RIGHTIME
OTC FUND, THE RIGHTIME BLUE CHIP PLUS FUND, AND THE RIGHTIME OTC PLUS
FUND

The investment objective of each Fund is to achieve a high total return
consistent with reasonable risk.  The Rightime Blue Chip Fund and the
Rightime Blue Chip Plus Fund seek 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.  The Rightime OTC Fund and the Rightime OTC
Plus Fund seek to achieve this objective by investing in the securities
of companies traded on the over-the-counter (OTC) market and other
investments, as described in 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
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 Funds 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
that 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 the Rightime Blue Chip Plus Fund, MidCaps for The
Rightime MidCap Fund and OTC securities for The Rightime OTC Fund and
the Rightime OTC Plus Fund.  In order to make allowance for cash flow
needs of a Fund or when a Fund is otherwise pursuing appreciation of its
portfolio, the respective Fund may also invest up to 35% of its asset
value in investment vehicles other than Blue Chips, MidCaps, and OTC
securities for the respective Funds.

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% of its assets in securities other than
Blue Chips,. MidCaps, or OTC securities respectively.  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
a period when the Advisor used an aggressive portfolio strategy.  Each
Fund would seek to obtain a high total return 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 make such investments to
meet cash flow needs or to avoid impairing the Fund's status as a
regulated investment company under the Internal Revenue Code (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
each Fund's 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," and are not entered into for speculative purposes.  Unlike
funds which seek "maximum" total return without limits on a Fund's
investment risk, 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 "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) that the Advisor expects will assist it in determining an
investment strategy including whether to restructure the portfolio for
each Fund.  This involves the use of "market timing" concepts and
procedures that have been developed and applied by the Advisor.

-Market timing involves the use of analytical techniques that seek to
anticipate major market trends that 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, the MidCaps in which The Rightime MidCap Fund invests and
the OTC-securities in which The Rightime OTC Funds 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 Fund investing a high proportion, (up
to 100%) of its assets in temporary defensive investments such as U.S.
Government securities or other money market securities (see "Money
Market Securities"), securities with 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 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 Fund investing a high proportion (up
to 100%) of its assets in temporary defensive investments such as U.S.
Government securities or other money market securities (see "Money
Market Securities"), securities with 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 BLUE CHIP PLUS FUND AND THE RIGHTIME OTC PLUS FUND

The Rightime Blue Chip Plus and Rightime OTC Plus Funds seek to provide
a return for shareholders that will exceed the return that would be
achieved by the corresponding Blue Chip and OTC Funds.  Each of the
"Plus Funds" seeks to achieve this goal through the investment of
borrowed funds.  This practice is called leverage, and involves the
investment of assets that the Fund has borrowed, and is committed to
repay to the lender.  The policies of the Plus Funds permit these Funds
to use leverage and other investment practices to seek a return that is
approximately 200% of the return achieved by the non-leveraged Funds,
although at the present time the Plus Funds will only seek to achieve a
return that is 150% of the corresponding non-leveraged Fund's return.

As described in the prospectus of the Plus Funds, the Plus Funds incur
additional risks by investing borrowed assets.  While that practice can
produce higher investment income or gains if successful, the cost of the
borrowing, and the risk that losses may require the Plus Funds to use
other assets to repay their loans, can reduce income or gains, or
produce losses that are magnified in proportion to invested assets.

In order to implement the leveraging strategies of the Plus Funds, these
Funds operate under investment restrictions that permit the Plus Funds
to borrow money in amounts higher than the other Funds.  Coupled with
the hedging activities that are authorized to be utilized by all of the
Funds, the use of borrowed assets for investments may result in the
Funds being exposed to risks that are not offset by other more
conservative practices of the Funds.

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, The Rightime OTC Fund, The Rightime Blue Chip Plus Fund, and The
Rightime OTC Plus Fund may use to "hedge" their respective investments,
and illustrate techniques each Fund can select to achieve such hedging.

Option Characteristics and Transactions

Puts and Calls.  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.

Covered Puts and Calls.  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.

Closing Purchase Transactions.  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 Fund's position will be canceled by the clearing
corporation.  However, the Fund may not effect a closing purchase
transaction after it has been notified of the exercise of an option.
Likewise, if the Fund is the holder of an option, it may liquidate its
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.  Conversely, 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 multiplied by
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

Puts and Calls.  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 and Futures

Closing Purchase Transactions.  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:

* There may be insufficient trading interest in certain options,

* Restrictions may be imposed by an exchange on opening transactions or
closing transactions or both,

* Trading-halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of options or underlying securities,

* Unusual or unforeseen circumstances may interrupt normal operations on
an exchange,

* The facilities of an exchange or a clearing corporation may not at all
times be adequate to handle current trading volume, or

* 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.

Margin Requirements.  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 Fund will comply with the segregated account procedures
required by the SEC to prevent the Fund from being considered to be
issuing senior securities.

Percentage Restrictions.  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:

* 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;

* The sum of specified premiums and margins not exceed 5% of the Fund's
market value when such investments are made;

* The Fund establish and maintain funds in FCM Accounts in its Custodian
Bank as described in the Exemptive Order; and

* The Fund withdraw excess variation margin from such FCM Accounts are
described in the Exemptive Order.

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.

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 OTC 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.

U.S. Government Securities.  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.  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").

Commercial Paper.  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.

Repurchase Agreements.  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 s 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 Fund 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 a 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.

INVESTMENT SELECTION 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.) The actual portfolio turnover rate for each Fund will
be affected by the market conditions that influence the investment
determinations of the Adviser.  During recent years unusual market
patterns have resulted in lower portfolio turnover rates for the Funds,
but there can be no assurance that these conditions will continue, and
turnover rates could return to the previously anticipated levels.

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:

* More than 50% of the outstanding shares of the Fund; or

* 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 - Except as set forth below, each Fund 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) Except as provided in this restriction, borrow money, except that a
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
a Fund's total assets, that Fund will not make additional investments.
The "Plus Funds" may also borrow from banks for the purpose of obtaining
additional funds to make investments, subject to the limitations on such
borrowings under the Investment Company Act of 1940, which includes a
requirement that a Fund maintain 300% asset coverage for borrowings, and
act to reduce borrowings when required by the Act.

(7) Except for the "Plus Funds," 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 as required by restrictions 6 and 7
above, and 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).

(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.

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

In addition to restrictions 1 through 15, The Rightime Blue Chip Fund,
The Rightime MidCap Fund, The Rightime OTC Fund, The Rightime OTC Plus
Fund and The Rightime Blue Chip Plus Fund are also subject to the
following restriction that each Fund 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 "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; The Rightime OTC Fund (f/k/a The
Rightime Social Awareness Fund) - March 1, 1990; The Rightime Blue Chip
Plus Fund and the Rightime OTC Plus Fund - December 11, 2000.  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 Company's Board
of Directors or by a vote of a majority of the outstanding voting
securities of a Fund.  Regardless of the method of approval of an
Agreement, the Agreement must be approved by the vote of a majority of
the Directors who are not parties to an Agreement or interested persons
(as such term is defined in the Investment Company Act of 1940, as
amended) of any party to an 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: (i) the Board of
Directors; (ii) a majority vote of the outstanding shares of a Fund;  or
(iii) the Advisor on not less than 60 days' written notice.  Each
Agreement 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
combined average daily net assets of the classes of a Fund (Class A and
Class C).

The following table shows the fees paid by each series pursuant to its
Agreement, during the three most recent fiscal years:
                                           2000         1999         1998
                                    -----------  -----------  -----------
The Rightime Fund                     $544,962     $586,508     $562,069
The Rightime Government
Securities Fund*                         $N/A         $N/A      $20,412
The Rightime Blue Chip Fund         $1,272,225   $1,486,737   $1,322,530
The Rightime MidCap Fund              $367,081     $379,878     $336,885
The Rightime OTC Fund**                $59,948      $80,638      $65,411
The Rightime Blue Chip
Plus Fund***                             $N/A         $N/A         $N/A
The Rightime OTC Plus
Fund***                                  $N/A         $N/A         $N/A

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

** Formerly known as The Rightime Social Awareness Fund.

*** Inception of Fund - January 1, 2001.

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 Company and the President and Treasurer of Rightime
Administrators, Inc., each 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. each Fund's distributor
and transfer agent, to provide consulting and wholesaling services with
respect to the distribution of each Fund's shares.  The Advisor
presently serves as advisor to other clients and may do so in the
future.

DISTRIBUTOR

Distribution Agreement.  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.  Regardless of the method of approval of the
Distribution Agreement, the Distribution Agreement must be approved by
the vote of a majority of the directors who are not parties to such
agreement or interested persons of any such party, voting in person at a
meeting called for the purpose of voting on such approval.  Each
Distribution 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.

Officers of the Distributor.  Edward S. Forst, Sr., Chairman of the
Distributor, is also the Vice-President and Secretary of The Rightime
Fund, Inc. and 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 Company affiliates as
described above under "Investment Advisor."

Services of the Distributor.  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.

12b-1 Plans of Distribution.  The 12b-1 Distribution Plans (the "Plans")
provide for the use of assets of each Class of the Funds to pay expenses
of distributing Class shares.  Each Class' Plan must be approved
annually by the Board of Directors, and by the directors who are not
interested persons of the Company and have no direct or indirect
financial interest in the operation of the plan or any agreements
related to the Plan (the "12b-1 Directors").  Each Class' Plan and the
agreements under each Plan may be different from, and will operate
independently of, any plan adopted by any other Class of the Company.
Each Plan may be terminated at any time by the vote of the Company's
Board of Directors including a majority of the 12b-1 Directors, or by
the vote of a majority of the outstanding voting securities of the
Class.

As compensation for its services, the Distributor receives a fee,
computed daily and payable monthly, at an annualized rate of each Class
of the Fund's average daily net assets, as follows:

* Class A Shares of The Rightime Fund pay a 12b-1 fee of 0.50% (and a
shareholder servicing fee of 0.25%).

* Class A Shares of The Rightime Blue Chip Fund, The Rightime Mid-Cap
Fund, The Rightime OTC Fund, The Rightime Blue Chip Plus Fund and The
Rightime OTC Plus Fund pay a 12b-1 fee of 0.25% (and a shareholder
servicing fee of 0.25%).

* All Class C Shares pay a 12b-1 fee of 0.75% (and a shareholder
servicing fee of 0.25%).

The Plan for each Class provides that each Class' 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 of prospectuses sent to prospective
investors.

In addition to the 12b-1 fees paid by each Class to the Distributor, up
to 0.25% may pay for the ongoing servicing and/or maintenance of
shareholder accounts.  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.

During the most recent fiscal year, the distribution expenses paid by
the Funds were as follows:

<TABLE>
<CAPTION>

                              The            The            The

            The            Rightime        Rightime       Rightime

          Rightime        Blue Chip           OTC         Mid-Cap

            Fund            Fund             Fund          Fund

<S>     <C>             <C>             <C>           <C>
<C>                 <C>

Compensation to
Sale Personnel
	$511,410		$1,238,378		$57,569
	$356,883
Administration Staff
	30,746		74,452		3,461			21,456
Advertising &
Printing
	27,780		67,268		3,127			19,386
Miscellaneous
Selling Expense
	64,885		157,119		7,304			45,280
Office Expense
	61,981		150,087		6,977			43,253
Professional Services
	6,797			16,458		765			4,743
Total
	703,599		1,703,762		79,203		491,001
----
@ Formerly known as The Rightime Social Awareness Fund.

</TABLE>

Commissions for distribution of Fund shares and other compensation
received by Lincoln Investment Planning during the Fund's fiscal years
ended October 31, 1998, 1999 and 2000:


               Net          Distributor
           Underwriting     Compensation
          Commissions to   on Redemption     Brokerage       Other
           Distributor    and Repurchases   Commissions  Compensation

2000   $  427,700*            $--            $--            $--
1999   $  847,470*            $0             $0             $0
1998   $  628,172*            $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.

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 marketmaker
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.

The following table shows the aggregate brokerage commissions paid by
each series during the three most recent fiscal years:

                                           2000         1999         1998
                                    -----------  -----------  -----------
The Rightime Fund                      $22,575      $12,105      $12,480
The Rightime Government
Securities Fund+                         $N/A         $390       $5,850
The Rightime Blue Chip Fund           $128,995      $96,988      $90,570
The Rightime MidCap Fund               $56,710     $60,391      $25,000
The Rightime OTC Fund                  $63,127     $24,201      $15,255
The Rightime Blue Chip Plus Fund*        $N/A         $N/A         $N/A
The Rightime OTC Plus Fund*              $N/A         $N/A         $N/A

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

@ Formerly known as The Rightime Social Awareness Fund.

* Inception of Fund - January 1, 2001.


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 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
combined average daily net assets (Class A and Class C) of 0.95% for The
Rightime Fund, and 0.85% for each The Rightime Blue Chip Fund, The
Rightime MidCap Fund, and The Rightime OTC 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, 123 S. Broad Street, Pennsylvania 19109,
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 Company 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 Company, including the directors who are not
interested persons of the Company 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 Company's behalf.

The Transfer Agent acts as paying agent for all Company 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 Funds' shares and all other confirmable
transactions in stockholders' accounts, recording reinvestment of
dividends and distributions of the Funds' 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 of $721,419, $626,340 and
$502,811 for its services for the fiscal years ended October 31, 1998,
1999 and 2000, respectively.

GENERAL OPERATIONS

In addition to the expenses indicated above, each Fund is also
responsible for the payment of :

(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.

Certain expenses, as defined below, shall be allocated to each Class:

(a) Payments made pursuant to each Class's Distribution Plan;

(b) Transfer Agent fees attributable to a specific class,

(c) Printing and postage expenses related to preparing and distributing
materials such as shareholder reports, prospectuses and proxies to
current shareholders of a specific class,

(d) The expense of administrative personnel and service to support of
the shareholders of a specific class, including, but not limited to,
fees and expense under an administrative services agreement,

(e) Litigation or other legal expenses relating to solely to one Class,
and

(f) Directors' fees incurred as a result of issues relating to one
Class.

Expenses under (a) must be allocated to the Class for which such
expenses are incurred.  All other Class expenses listed in (c) and (d)
above may be allocated to a class but only if an officer of the Fund has
determined, subject to Board approval or ratification, which of such
categories of expenses will be treated as Class Expenses consistent with
applicable legal principles under the 1940 Act and the Internal Revenue
Code of 1986 ("Code").

Expenses of a Fund shall be apportioned to each Class depending on the
nature of the expense item.  Company-level expenses and Fund Expenses
shall be allocated among the Classes of shares based on their relative
net asset values.  Approved Class expenses shall be allocated to the
particular Class to which they are attributable.  In addition, certain
expenses may be allocated differently if their method of imposition
changes.  Thus, if a Class expense can no longer be attributed to a
class, it shall be charged to the Fund for allocation among the Classes,
as determined by the Board of Directors.  Any additional Class expenses
not specifically identified above that are subsequently identified and
determined to be properly allocated to one class of shares shall not be
so allocated until approved by the Board of Directors of the Company in
light of the requirements of the 1940 Act and the Code.

PURCHASE OF SHARES

Each Class of shares of a Fund are continuously offered by the
Distributor at each Class' net asset value plus any applicable sales
charge.  Orders for the share purchases 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.

Sales Charges

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 $50,000 or more of The Rightime Blue Chip Fund, The
Rightime MidCap Fund and The Rightime OTC Fund 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,

* An individual, his or her spouse and their children under the age of
21, or

* 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).

                     Sales Load as       Sales Load as          Dealer
                      % of Amount        % of Offering          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 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.

Reduced Sales Charges

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 OTC 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.

-The Letter of Intent is not legally binding on the signer or the Fund,
and includes provisions for a price adjustment, depending upon the
actual amount purchased within a 13-month period.

-Under the Letter of Intent, the Distributor will hold in escrow 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,

* 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 OTC Fund in the
following circumstances, provided that the Funds are notified at the
time of purchase:

* Shares acquired through dividend or capital gain reinvestment from any
series of The Rightime Fund, Inc.,

* Shares acquired by the officers, directors and employees of  Rightime
Econometrics, Inc., Lincoln Investment Planning, Inc., and The Rightime
Fund, Inc.,

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

* Shares acquired by registered representatives of dealers who have entered
into dealers' agreements with the Distributor,

* 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 forthe sole benefit of such persons,

* 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,

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

* 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

* 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.  First Union National Bank
acts as the plan custodian for retirement plan accounts with the Fund,
and charges nominal fees in connection with plane 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.

DIVIDENDS AND 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 as options, futures
contracts and options on futures contracts. 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 AND VOTING RIGHTS

The authorized capital stock of the Company consists of 500,000,000
shares of Common Stock with a par value of $0.01 each.  Shares of each
Class of shares of the Funds have equal dividend, voting, liquidation
and redemption rights.  There are no conversion or preemptive rights.
These shares, when issued, will be fully paid and non-assessable.
Fractional shares have proportional voting rights.  The Class A and
Class C shares of the Funds do not have cumulative voting rights ---
meaning 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.  Shareholders
will vote together to elect directors and on other matters affecting the
entire Company.  Separate voting will occur on any matter submitted to
shareholders affecting separate series.  Separate voting will also occur
on matters in which the interests of one Class are different from the
interests of the other Class.

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 54                                                       dealer.

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

Francis X. Barrett     Director                              Vice
Chairman of the Board, Member of the
1706 Belleair Forest                                         Finance,
Investment and Executive
Drive, #312
Committee, Sacred Heart Hospital; formerly
Belleair, FL  33756
Executive Director, National Catholic
Age 74
Education Association;
                                                               and
Pastor Emeritus, Church of
                                                               Holy
Guardian Angels, Reading, PA.

Dr. Winifred L.
Tillery                Director
Education Consultant; formerly,
744 Amsterdam Road
Superintendent of Schools, Camden County,
Mt. Laurel, NJ  08054                                        New
Jersey; Assistant Commissioner of
Age 67
Education, State of New Jersey formerly,

Director, Division of Direct Services,
                                                               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
1659 Landquist Drive
Superintendent for Senior High Schools, the
Encinitax, CA  92024
Philadelphia School District, Philadelphia,
Age 66                                                       PA.

----
* "Interested Person" as defined in the "1940 Act."

</TABLE>


The officers conduct and supervise the daily business operations of the
Fund by its agents and contractors.  The Directors, in addition to
approving agreements as set forth under "Advisor," "Administrator" and
"Distributor" review actions and decide on general policy for the Funds.
Compensation to officers and directors of the Fund who are affiliated
with the Administrator, the Investment Advisor or the Distributor is
paid by each entity, respectively, and not by the Fund.

Directors' Fees

Each Director who is not an "interested" Director received a $10,500
annual retainer and $1,625 per board meeting attended for the 2000
fiscal year and was reimbursed for related expenses.  During the most
recent fiscal year, there were four board meetings and three meetings of
the Audit Committee.

Each of the "non-interested" Directors are members of both the Audit
Committee and Nominating Committees.  Dr. Wacker serves as Chairman of
both committees.   The Audit Committee is responsible for reviewing the
Company's financial statements and approving the selection of
independent accountants.  The members of the audit committee received
$2,250 per audit committee meeting attended (when held separately from a
board meeting) in the 2000 fiscal year. During the most recent fiscal
year, there were two separate meetings of the audit committee.  The
Nominating Committee is responsible for the nomination of directors for
the Company.  No additional fees have been paid to Directors in
connection with such meetings.

As of October 31, 2000, the officers and directors of the Company, as a
group, beneficially owned less than 1% of each 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          $19,250         None         None
$19,250

Dr. Winifred L. Tillery, Director     $19,250         None         None
$19,250

Dr. Carol A. Wacker, Director         $19,250         None         None
$19,250

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

</TABLE>

PRINCIPAL HOLDERS AND CONTROL PERSONS

Principal Holders

As of December 29   , 2000, there were no shareholders that were known
to own of record or beneficially more than 5% of the outstanding voting
shares of the Funds:

Control Persons

As of December 29   , 2000, there were no shareholders that were
considered to be control persons of the Funds:

"Control" means:

* The beneficial ownership, either directly or through one or more
controlled companies, of more than 25% of the voting securities of a
company;

* The acknowledgment or assertion by either the controlled or controlling
party of the existence of control; or

* A final adjudication under section 2(a)(9) of the 1940 Act that
control exists.

CODE OF ETHICS

The Company, the Advisor and the Distributor have each adopted codes
of ethics pursuant to Rule 17j-1 under the 1940 Act that permit
investment personnel, subject to their particular code of ethics,
to invest in securities, including securities that may be purchased
or held by a Fund, for their own accounts. The Codes of Ethics are on
public file with, and are available from, the Securities and Exchange
Commission's Public Reference Room in Washington, D.C.

GENERAL INFORMATION

Audits and Reports

The accounts of The Rightime Fund, Inc., are audited each year by Tait,
Weller & Baker independent auditors 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 Funds may include their distribution rates in sales
literature.  Yield is the ratio of income per share derived from a
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 a Class of a Fund over a twelve-month
period divided by the current maximum offering price.

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

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:

* 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.

* 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.

* 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.

* The NASDAQ 100 Index -TM- is a capitalization weighted index composed
of 100 of the largest non-financial domestic companies listed on the
National Market tier of The NASDAQ Stock Market.  All companies listed
on the index have a minimum market capitalization of $500 Million and
an average daily trading volume of at least 100,000 shares.

* 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.

* Lipper - Mutual Fund Performance Analysis, Lipper Fixed Income
Analysis, and Lipper Mutual and 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.

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

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

* 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.

* 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.

* 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.

* 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.

* 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 Annual Report to Shareholders for the fiscal
year ended October 31, 2000 has been filed with the Securities and
Exchange Commission. The financial statements contained in its
Annual Report to Shareholders dated October 31, 2000 are incorporated
by reference into this Statement of Additional Information. The financial
statements and financial highlights included in such Annual Report to
Shareholders have been audited by the Company's independent auditors,
Tait, Weller & Baker, whose report thereon also appears in such Annual
Report and is also incorporated herein by reference. No other parts of the
Annual Report are incorporated by reference herein. The Financial Statements
in such Annual Report have been incorporated herein in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.

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
First Union National Bank
123 S. Broad Street
Philadelphia, PA  19109

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

LEGAL COUNSEL
Greenberg Traurig, LLP
2700 Two Commerce Square
2001 Market Street
Philadelphia, PA  19103

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

THE RIGHTIME FUND, INC.



THE RIGHTIME FUND, INC.







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