MAXLIFE FUND CORP.

160 TYCOS DRIVE, UNIT #12

TORONTO, ONTARIO M6B 1W8

(416) 200-0657

November 28, 2006

U.S. Securities & Exchange Commission

Office of Small Business

450 Fifth Street NW

Washington, D.C. 20549

Re:	Maxlife Fund Corp.
	File No. 333-138298

Dear Sir/Madam:

Request is hereby made for the acceleration of the effective date of our Registration Statement on Form SB-2, File No. 333-138298, to 4:00 P.M. Eastern Standard Time on November 30, 2006, or as soon as practicable thereafter.

We are also aware that:

•Should the Commission or the staff, acting pursuant to a delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•The action of the Commission or the staff, acting pursuant to a delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing;

•The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the Untied States.

Very truly yours,

MAXLIFE FUND CORP.

/s/ BENNETT KURTZ

PRESIDENT AND SECRETARY