TRANSFER AGENCY AGREEMENT





      THIS TRANSFER AGENCY AGREEMENT is made as of this __ day of ____, 2003, by

and between Lifetime Achievement Fund, Inc., a Maryland corporation (the

"Company"), and UMB Fund Services, Inc., a Wisconsin corporation, its successors

and assigns ("UMBFS").



                                R E C I T A L S:



         WHEREAS, the Company is registered under the 1940 Act as an open-end

management investment company; and



        WHEREAS, the Company desires to retain UMBFS to render certain transfer

agency and dividend disbursement services, and UMBFS is willing to render such

services, all in accordance with the terms of this Agreement.



                              A G R E E M E N T S:



        NOW, THEREFORE, in consideration of the mutual promises and agreements

contained herein and other good and valuable consideration, the receipt of which

is hereby acknowledged, the parties hereto, intending to be legally bound, do

hereby agree as follows:





                                    ARTICLE I



                                   DEFINITIONS



        In addition to any terms defined in the body of this Agreement, the

following capitalized terms shall have the meanings set forth hereinafter

whenever they appear in this Agreement:



         1.01 1940 ACT shall mean the Investment Company Act of 1940, as amended

from time to time.



        1.02 AUTHORIZED PERSON shall mean any individual who is authorized to

provide UMBFS with Instructions and requests on behalf of the Company, whose

name shall be certified to UMBFS from time to time pursuant to Section 7.01 of

this Agreement.



         1.03 BOARD OF DIRECTORS shall mean the Board of Directors of the

Company.



        1.04 CUSTODIAN shall mean the financial institution appointed as

custodian under the terms and conditions of the custody agreement between the

financial institution and the Company, or its successor.



                                       1

{PAGE}



         1.05 ARTICLES OF INCORPORATION shall mean the Articles of Incorporation

or other similar operational document of the Company, as the case may be, as the

same may be amended from time to time.



         1.06 EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as

amended from time to time.



        1.07 FUND shall mean each separate series of Shares offered by the

Company representing interests in a separate portfolio of securities and other

assets for which the Company has appointed UMBFS as transfer agent and dividend

disbursing agent under this Agreement.



        1.08 FUND BUSINESS DAY shall mean each day on which the New York Stock

Exchange, Inc. is open for trading.



        1.09 INSTRUCTIONS shall mean an oral communication from an Authorized

Person or a written communication signed by an Authorized Person and actually

received by UMBFS. Instructions shall include manually executed originals,

telefacsimile transmissions of manually executed originals or electronic

communications.



        1.10 PROSPECTUS shall mean the current Prospectus and Statement of

Additional Information with respect to a Fund (including any applicable

supplement) actually received by UMBFS from the Company with respect to which

the Company has indicated a registration statement has become effective under

the Securities Act and the 1940 Act.



        1.11 SECURITIES ACT shall mean the Securities Act of 1933, as amended

from time to time.



        1.12 SHARES shall mean such shares of beneficial interest, or class

thereof, of each respective Fund of the Company as may be issued from time to

time.



        1.13 SHAREHOLDER shall mean a record owner of Shares of each respective

Fund of the Company.



                                   ARTICLE II



                          APPOINTMENT OF TRANSFER AGENT



        2.01 APPOINTMENT. The Company hereby appoints UMBFS as transfer agent

and dividend disbursing agent of all the Shares of the Company during the term

of this Agreement with respect to each Fund listed on Schedule A hereto, and any

additional Fund the Company and UMBFS may agree to include on any amended

Schedule A. UMBFS hereby accepts such appointment as transfer agent and dividend

disbursing agent and agrees to perform the duties thereof as hereinafter set

forth.



                                       2

{PAGE}



         2.02 DUTIES.



           A. UMBFS shall perform the transfer agent and dividend disbursement

services described on Schedule B hereto and such additional services as may be

agreed to by the parties from time to time and set forth in an amendment to

Schedule B (collectively, the "Services"). UMBFS shall have no duties or

responsibilities other than those specifically set forth in this Agreement, and

no covenant or obligation to carry out any other duties or responsibilities

shall be implied in this Agreement against UMBFS.



           B. UMBFS may, in its discretion, appoint other parties to carry out

some or all of its responsibilities under this Agreement.



        2.03   DELIVERIES.



               A. In connection with UMBFS's appointment as transfer agent and

dividend disbursing agent, the Company shall deliver or cause the following

documents to be delivered to UMBFS:



               (1) A copy of the Articles of Incorporation and By-laws of the

Company and all amendments thereto, certified by the Secretary of the Company;



               (2) A certificate signed by the President and Secretary of the

Company specifying the number of authorized Shares and the number of such

authorized Shares issued and currently outstanding, if any, the validity of the

authorized and outstanding Shares, whether such shares are fully paid and

non-assessable, and the status of the Shares under the Securities Act and any

other applicable federal law or regulation;



               (3) A certified copy of the resolutions of the Board of Directors

of the Company appointing UMBFS as transfer agent and dividend disbursing agent

and authorizing the execution of this Transfer Agency Agreement on behalf of the

Company;



               (4) Copies of the Company's Registration Statement, as amended to

date, and the most recently filed Post-Effective Amendment thereto, filed by the

Company with the Securities and Exchange Commission under the Securities Act and

the 1940 Act, together with any applications filed in connection therewith; and



               (5) The certificate required by Section 7.01 of this Agreement,

signed by an officer of the Company and designating the names of the Company's

initial Authorized Persons.



               B. The Company agrees to deliver or to cause to be delivered to

UMBFS in Milwaukee, Wisconsin, at the Company's expense, all of its Shareholder

account records in a format acceptable to UMBFS, as well as all other documents,

records and information that UMBFS may reasonably request in order for UMBFS to

perform the Services hereunder.



                                       3

{PAGE}



                                   ARTICLE III



                             COMPENSATION & EXPENSES



         3.01 COMPENSATION. As compensation for the performance of the Services,

the Company agrees to pay UMBFS the fees set forth on Schedule C attached

hereto. Fees shall be adjusted in accordance with Schedule C or as otherwise

agreed to by the parties from time to time. The parties may amend Schedule C to

include fees for any additional services requested by the Company, enhancements

to current Services, or to add Funds for which UMBFS has been retained. The

Company agrees to pay UMBFS's then current rate for any Services added to, or

any enhancements to existing Services set forth on, Schedule C after the

execution of this Agreement.



         3.02 EXPENSES. The Company also agrees to promptly reimburse UMBFS for

all out-of-pocket expenses or disbursements incurred by UMBFS in connection with

the performance of Services under this Agreement. Out-of-pocket expense shall

include, but not be limited to, those items specified on Schedule C hereto. If

requested by UMBFS, out-of-pocket expenses are payable in advance. Payment of

postage expenses, if prepayment is requested, is due at least seven days prior

to the anticipated mail date. In the event UMBFS requests advance payment, UMBFS

shall not be obligated to incur such expenses or perform the related Service(s)

until payment is received.



        3.03   PAYMENT PROCEDURES.



               A. The Company agrees to pay all amounts due hereunder within

thirty (30) days of the date reflected on the statement for such Services (the

"Due Date"). Except as provided in Schedule C, UMBFS shall bill Service fees

monthly, and out-of-pocket expenses as incurred (unless prepayment is requested

by UMBFS). UMBFS may, at its option, arrange to have various service providers

submit invoices directly to the Company for payment of reimbursable

out-of-pocket expenses.



               B. The Company is aware that its failure to remit to UMBFS all

amounts due on or before the Due Date will cause UMBFS to incur costs not

contemplated by this Agreement, including, but not limited to carrying,

processing and accounting charges. Accordingly, in the event that UMBFS does not

receive any amounts due hereunder by the due date, the Company agrees to pay a

late charge on the overdue amount equal to one and one-half percent (1.5%) per

month or the maximum amount permitted by law, whichever is less. In addition,

the Company shall pay UMBFS's reasonable attorney's fees and court costs if any

amounts due UMBFS are collected by or through an attorney. The parties hereby

agree that such late charge represents a fair and reasonable computation of the

costs incurred by reason of the company's late payment. Acceptance of such late

charge shall in no event constitute a waiver by UMBFS of the Company's default

or prevent UMBFS from exercising any other rights and remedies available to it.



               C. In the event that any charges are disputed, the Company shall,

on or before the Due Date, pay all undisputed amounts due hereunder and notify

UMBFS in writing of any disputed charges for out-of-pocket expenses which it is

disputing in good faith. Payment for such disputed charges shall be due on or

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