Exhibit (8)(C)
MENTOR INVESTMENT GROUP, INC.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
August 21, 1995
America's Utility Fund Service Company
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Sub-Shareholder Service Agreement
Gentlemen:
Reference is made to the Shareholder Service Agreement dated as of
August 21, 1995 (the "Shareholder Service Agreement") between America's Utility
Fund, Inc., a Maryland corporation (the "Fund"), and the undersigned Mentor
Investment Group, Inc., a Virginia corporation, pursuant to which the
undersigned has agreed to provide, either through itself or through financial
institutions as it may from time to time determine, certain administrative
support services to the Fund and its shareholders. Pursuant to a Sub-Transfer
Agency Agreement dated August 21, 1995 (the "Sub-Transfer Agreement") between
you and State Street Bank and Trust Company, you are to provide certain transfer
agent and related services to the Fund. The undersigned desires to have you
provide certain administrative support services to the Fund and its
shareholders, in addition to the services you provide under the Sub-Transfer
Agreement, as the undersigned may from time to time instruct, it being the
intention of the parties that the services to be provided and the facilities
made available by you pursuant to the Sub-Transfer Agency Agreement and this
Agreement shall be in the aggregate at least as extensive as the services you
performed and the facilities you made available in respect of investors in the
Fund prior to this date. Such services and facilities shall include all services
the Fund may reasonably request in this regard, including without limitation,
your use for the benefit of the Fund of such software programs, processes, and
other systems as you utilized in providing shareholder services in respect of
the Fund prior to the date hereof in the same manner as that in which you used
them.
To compensate you for providing such services and facilities and the
expenses you incur in providing such services, the undersigned will pay to you a
fee accrued daily and paid monthly at the annual rate of 0.25 of one percent
(0.25%) of the Fund's average daily net assets in respect of which you provide
such services hereunder. The fee paid under this
America's Utility Fund Services Company -2- August 21, 1995
Agreement is intended to qualify as a "service fee" as defined in Section 26 of
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. (or any successor provision) as in effect from time to time.
This Agreement will terminate at such time as the Shareholder Service
Agreement expires or terminates.
This Agreement may be amended by written agreement of the parties.
This Agreement shall be construed in accordance with the Laws of the
Commonwealth of Virginia.
Very truly yours,
MENTOR INVESTMENT GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Title: Managing Director
Accepted and agreed to by:
AMERICA'S UTILITY FUND
SERVICE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Title: President
