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DISTRIBUTION PLAN
OF
LIFETIME ACHIEVEMENT FUND, INC.
ARTICLE I.
THIS PLAN
This Plan (the "Plan") sets forth the terms and conditions on which
Lifetime Achievement Fund, Inc. (the "Fund") will, after the effective date
hereof, pay certain amounts to Manarin Securities Corporation (the
"Distributor") in connection with the provision by the Distributor of certain
services to the Fund and its shareholders, as set forth herein. Certain of such
payments by the Fund may, under Rule 12b-1 of the Securities and Exchange
Commission, as from time to time amended (the "Rule"), under the Investment
Company Act of 1940, as amended (the "Act"), be deemed to constitute the
financing of distribution by the Fund of its shares. This Plan describes all
material aspects of such financing as contemplated by the Rule and shall be
administered and interpreted, and implemented and continued, in a manner
consistent with the Rule. The Fund and the Distributor have entered into a
Distribution Agreement dated June 14, 2000 (the "Distribution
Agreement"), the terms of which, as heretofore and from time to time continued,
are incorporated herein by reference.
ARTICLE II.
SHAREHOLDER AND SALES SERVICES
The Fund shall pay to the Distributor a fee in the amount specified in
Article III hereof. Such fee is to reimburse the Distributor for expenses
primarily intended to result in the sale of shares of the Fund consisting of:
(i) compensation and expenses of sales and marketing personnel of the
Distributor, (ii) compensation (in addition to sales charges, if any) paid to
registered representatives of the Distributor and other broker-dealers that have
entered into written sales agreements with the Distributor; (iii) compensation
to financial institutions and other institutions, organizations and associations
which have provided access to their customers or otherwise assisted in the
distribution process but have not been involved in the offer or sale of the
Shares; (iv) costs of preparing and running advertisements; and (v) other
distribution-related expenses.
ARTICLE III.
MAXIMUM EXPENDITURES
The expenditures to be made by the Fund in connection with the
distribution services performed pursuant to this Plan, and the basis upon which
such expenditures will be made, shall be determined by the Fund, but in no event
shall such expenditures
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exceed the lesser of: (a) .25% of the average daily net assets of the Fund
(determined as outlined from time to time in an effective registration statement
for the fund) on an annual basis, or (b) distribution expenses which the
Distributor actually incurred during the Fund's fiscal year. At the end of each
month (or as such other intervals as the Board of Directors of the Fund shall
determine), the Distributor shall provide the Fund with an itemized list of
distribution expenses actually incurred during the preceding month which are
reimbursable under the Plan for which the Distributor desires to be reimbursed,
and the Fund shall reimburse such costs. The Fund may, in any month, reimburse
the Distributor for expenses in excess of one-twelfth (1/12) of the annual
limitations stated above, but in no event shall the total reimbursement made by
the Fund in any fiscal year exceed the limitations stated above.
ARTICLE IV.
EXPENSES BORNE BY THE FUND
Notwithstanding any other provision of the Plan, the Fund, Manarin
Investment Counsel, Ltd., Manarin Securities Corporation, Mackenzie Investment
Management, Inc. and Ivy Mackenzie Services Corp. shall bear the respective
expenses under the Investment Advisory Agreement dated June 14, 2000, the
Distribution Agreement dated June 14, 2000, the Master Fund Accounting
Services Agreement dated February 14, 2000, and the Transfer Agent and
Shareholder Services Agreement dated February 14, 2000, as amended.
ARTICLE V.
APPROVAL BY DIRECTORS
This Plan shall not take effect until it has been approved, together
with any related Agreements, by votes, cast in person at a meeting called for
the purpose of voting on this Plan or such Agreements, of a majority (or
whatever greater percentage may, from time to time, be required by Section 12(b)
of the Act or the rules and regulations thereunder) of: (a) all of the Directors
of the Fund, and (b) those Directors of the Fund who are not "interested
persons" of the Fund as such term may be from time to time defined under the
Act, and have no direct or indirect financial interest in the operation of this
Plan or any Agreements related to it (the "Independent Directors").
ARTICLE VI.
CONTINUANCE
This Plan and any related Agreements shall continue in effect for so
long as such continuance is specifically approved at least annually in advance
in the manner provided for the approval of this Plan in Article V.
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ARTICLE VII.
INFORMATION
The Distributor will furnish the Fund and its Directors at least
quarterly as required by the Rule, or at such other intervals as the Fund shall
specify, a written report of amounts expended or incurred pursuant to this Plan
and the purposes for which such expenditures were made and such other
information as the Directors may request.
ARTICLE VIII.
TERMINATION
This Plan may be terminated: (a) at any time by vote of a majority of
the Directors, a majority of the Independent Directors, or a majority of the
Fund's outstanding voting securities, or (b) by the Underwriter on 60 days'
notice in writing to the Fund.
ARTICLE IX.
AGREEMENTS
Each Agreement with any person relating to implementation of this Plan
shall be in writing, and each Agreement related to this Plan shall provide:
a. That such Agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Independent Directors or by vote of a majority of the Fund's
then-outstanding voting securities.
b. That such Agreement shall terminate automatically in the event
of its assignment.
ARTICLE X.
AMENDMENTS
This Plan may not be amended to increase materially the maximum amount
of the fees payable by the Fund hereunder without the approval of a majority of
the outstanding voting securities of the Fund. No material amendment to the Plan
shall, in any event, be effective unless it is approved in the same manner as is
provided for approval of this Plan in Article V.
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