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EXHIBIT 8
AMERICAN FIDELITY DUAL STRATEGY FUND, INC.
CORPORATE CUSTODIAL AGREEMENT
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ARTICLE I
CREATION OF CUSTODIAL RELATIONSHIP
1.01 AMERICAN FIDELITY DUAL STRATEGY FUND, INC. (hereinafter referred
to as "Principal"), wishes to provide for the safekeeping of certain assets of
Principal, including certificated securities and uncertificated securities as
defined in paragraphs (a) and (b) of subsection (1) of 12A O.S. ss.8-102 and by
federal laws and regulations (hereinafter collectively referred to as
"Securities"), cash and short-term liquid investments, and other assets
(hereinafter referred to as the "Account"). Principal hereby appoints
INVESTRUST, N.A. as custodian (hereinafter referred to as "Custodian") of the
Account in accordance with the terms of this Custodial Agreement (the
"Agreement') and agrees to deliver to Custodian all Securities, cash, assets,
and similar investments comprising the Account.
ARTICLE II
AUTHORIZED PERSONS OF PRINCIPAL
2.01 Principal shall, from time to time, authorize and terminate the
authority of individuals who are either officers or responsible employees of
Principal who shall be empowered to act on behalf of Principal with respect to
the Account by appropriate resolutions of Principal's Board of Directors.
Principal shall designate such individuals as "Authorized Employees" or
"Authorized Signatories" for the purposes specified herein, but in no event
shall Principal designate more than five (5) individuals as being so authorized.
Principal hereby warrants that all persons so designated shall have authority to
act for Principal as further provided in this Agreement. Attached hereto as
Exhibit "A" and Exhibit "B" of this Agreement are individuals currently
designated as Authorized Employees and Authorized Signatories, respectively.
2.02 Custodian shall permit access, during Custodian's regular business
hours, to assets of the Account held on Custodian's premises and to Custodian's
official records regarding the Account, by Authorized Employees or Authorized
Signatories of Principal as further provided herein. Access shall be had only by
two (2) or more authorized persons jointly, at least one of whom must be an
officer, provided that such authorized individuals shall be accompanied by an
employee of Custodian during the period of access.
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2.03 Access to assets of the Account shall also be provided to properly
authorized officers and employees of Custodian.
2.04 At least three (3) times a year, access to assets of the Account
shall be provided to an independent public accountant retained by Principal.
2.05 Principal may, from time to time, authorize and terminate the
authority of advisors or sub-advisors empowered to act on behalf of Principal
with respect to buy and sell decisions from and to the Account by appropriate
resolutions of Principal's Board of Directors. Principal shall designate such
advisors or sub-advisors as "Authorized Advisors" for the purposes specified
herein. Principal hereby warrants that all persons so designated shall have
authority to act for Principal in buy and sell decisions, subject to limitations
provided in Paragraph 5.03 of this Agreement. Attached hereof as Exhibit "C" of
this Agreement are entities currently designated as Authorized Advisors.
ARTICLE III
SAFEKEEPING OF SECURITIES
3.01 Custodian shall in all instances maintain Principal's Securities
and similar investments in accordance with governing law including, but not
limited to, the Oklahoma Insurance Code, as amended from time to time. Custodian
shall maintain Securities in safe-keeping on Custodian's premises, in a
recognized clearing corporation, or in the Federal Reserve book-entry system.
3.02 Certificated Securities deposited by Principal and held by the
Custodian shall be held separate and physically segregated from the Securities
of the Custodian and of all of its other customers and shall be in the name of
the Principal or a nominee of the Principal or, if in a clearing corporation, in
the name of the clearing corporation or its nominee.
3.03 Securities held in a fungible bulk by the Custodian as part of a
Filing of Securities by Issue (FOSBI) arrangement and Securities deposited in a
clearing corporation or in the Federal Reserve book-entry system shall be
deposited in an account that includes only assets held by Custodian for its
customers and shall be separately identified on the Custodian's official records
as being owned by the Principal. The Custodian may deposit the Securities
directly or through one or more agents which are also qualified to act as
custodian for investment companies. Custodian's records shall identify which
Securities are held by Custodian or by its agent and which Securities are in a
clearing corporation or in the Federal Reserve book-entry system. If the
Securities are in a clearing corporation or in the Federal Reserve book-entry
system, the records shall also identify where the Securities are and, if in a
clearing corporation, the name of the clearing corporation and, if through an
agent, the name of the agent. Custodian shall send
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Principal a confirmation of any transfers to or from the account of Principal.
Where Securities are transferred to that account, Custodian shall also, by book
entry or otherwise, identify as belonging to Principal a quantity of securities
in a fungible bulk of securities (i) registered in the name of Custodian (or its
nominee) or (ii) shown on Custodian's account on the books of the clearing
agency, the book entry system, or Custodian's agent.
ARTICLE IV
SAFEKEEPING OF ACCOUNT CASH, SHORT-TERM INVESTMENTS, AND OTHER ASSETS
4.01 Custodian shall establish for Principal separate income and cash
accounts in Principal's name which shall be held separate and physically
segregated from other income and cash accounts and shall be invested in such
short-term investment media (such as money market funds, Custodian's deposit
accounts, master notes, registered mutual funds and the like) as agreed to from
time to time by Principal and Custodian. In the event that cash available in
such cash accounts is insufficient to enable Custodian to execute any
instruction made by Principal under this Agreement, Custodian, in its sole
discretion, may treat the instruction as null and void without any liability for
doing so; provided, however, that Custodian shall promptly orally notify
Principal of such insufficiency and shall confirm such notification by writing
mailed within five (5) business days.
4.02 Custodian shall maintain Principal's assets other than Securities,
cash, and short-term investments, separate and physically segregated from other
assets in safekeeping on Custodian's premises subject to such additional
agreements as Principal and Custodian shall make from time to time.
ARTICLE V
DEPOSITS AND WITHDRAWALS
5.01 Principal may, from time to time, deposit or withdraw Securities
and similar investments, or instruct Custodian to effect such deposits and
withdrawals (including transfers to third persons), by written instructions
signed by at least two (2) Authorized Signatories. Any such deposits,
withdrawals, or instructions to deposit or withdraw Securities or other
investments, shall be documented and signed by each of the Authorized Employees
or Authorized Signatories making such deposit, withdrawal, or request, and, at
the minimum, shall state (a) the date and time of the deposit or withdrawal, (b)
the title and amount of the Securities or similar investments to be deposited or
withdrawn, including identification by certificate numbers or otherwise, (c) the
manner of acquisition of the securities or similar investments deposited or the
purpose of the withdrawal, and (d) the identity of the person to whom the assets
are to be transferred, or from whom they are to be received, as the case may be.
Such documentation shall be on serially numbered
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forms and shall be presented in duplicate to the Custodian, who shall note
thereon the time of receipt and shall mail one (1) copy to an officer or
director of Principal who is not a person designated as an Authorized Employee
or Authorized Signatory within two (2) business days, to serve as a confirmation
of receipt of such instructions. Custodian shall preserve the other copy (in the
original or by microfilm) for not less than five (5) years.
5.02 Principal may, from time to time, instruct Custodian to effect a
deposit of assets to the Account, or a withdrawal of assets from the Account for
transfer (including purchase, sale, or exchange transactions) solely to or for
Principal's account at a federally insured depository institution or a
recognized securities broker, upon oral instructions of any Authorized Employee.
Principal shall confirm such deposit or withdrawal by written confirmation
mailed to Custodian within two (2) business days of the withdrawal. Such
confirmation shall state (a) the date and time of the deposit or withdrawal, (b)
the title and amount of the Securities or similar investments to be deposited or
withdrawn, including identification by certificate numbers or otherwise, (c) the
manner of acquisition of the securities or similar investments deposited or the
purpose of the withdrawal, and (d) the identity of the person to whom the assets
are to be transferred, or from whom they are to be received, as the case may be.
Custodian shall preserve a copy of such confirmation (in the original or by
microfilm) for not less than five (5) years.
5.03 Custodian shall be authorized to act in response to instructions
given by any Authorized Advisor as to buy/sell decisions regarding Principal's
Securities and similar investments, provided that, in connection with any
buy/sell transaction, Custodian shall release cash from the Account only upon
receipt of purchased securities, and shall release Securities only upon receipt
of funds in payment.
5.04 Custodian is authorized, as provided further herein, to effect
deposits of assets to the Account, and withdrawals of assets from the Account
(including transfers to third persons) which are of a routine or ministerial
nature not requiring the exercise of discretion, as further described herein.
Custodian shall notify Principal of any such deposit or withdrawal by written
notification or account statement.
A. Custodian shall collect and deposit to the Account any assets
(such as stock dividends) received as income, interest,
dividends, distributions and the like on payable date,
respecting assets held in the Account. Custodian shall
promptly notify Principal of any such amounts due but not
paid. For all stocks held in the Account, Custodian shall
specifically notify Principal of all dividends and capital
changes (e.g. stock splits, spin-offs) on or before the "Ex"
date, and to the extent reasonably possible, tax refunds on
foreign issues. In addition, Custodian or its agent shall
timely file all the necessary forms with the appropriate
foreign governments, or agencies thereof, in order to minimize
the taxes or withholding taxes on dividend, interest or other
income from Principal's investment in foreign issues of stock
or bonds held by Custodian or agent thereof. Custodian or its
agent shall also timely file
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the necessary forms with the appropriate foreign governments,
or agencies thereof in order to obtain all dividend
withholding tax rebates allowable under the current tax
treaties with the United States, or in the absence of a tax
treaty, the minimum permitted by the laws of the respective
foreign government of the issuer.
B. Custodian shall charge the Account for all expenses incurred
in carrying out Principal's instructions (including, but not
limited to, brokerage commissions, wire charges, postage,
etc.) and for Custodian's fees.
C. Custodian is authorized to surrender assets upon maturity and
in other situations where such transfer is mandatory. Should
any Securities held in any central depository or in bulk by
Custodian be called for partial redemption by the issuer,
Custodian is authorized in its sole discretion to allot (or
consent to the allotment of) the called portion to the
respective holders in any manner deemed by the Custodian to be
fair and equitable. Custodian shall deposit the proceeds of
any such transaction to the Account.
D. Custodian is authorized to sell any fractional shares received
as a result of a stock split or stock dividend affecting
Securities. Custodian shall deposit the proceeds of any such
transaction to the Account.
5.05 Custodian shall send written confirmation to Principal of all
deposits of assets to the Account and all withdrawals of assets from the Account
(including purchase, sale or exchange transactions) within one (1) business day
of each respective deposit or withdrawal.
5.06 Securities used to meet the deposit requirements set forth in the
Oklahoma Insurance Code (36 O.S. ss.101 et seq.) (the "Code") shall, to the
extent required by the Code, be under the control of the Insurance Commissioner
of the State of Oklahoma or his authorized representative (hereinafter
collectively referred to as the "Commissioner"), and shall not be withdrawn by
Principal without the approval of the Commissioner.
ARTICLE VI
CUSTODIAN'S DUTIES
6.01 Custodian's duties with respect to the Account are intended to be
ministerial only, and Custodian may rely upon, and shall not be liable for the
propriety, prudence, or correctness of, any instruction made by Principal in
accordance with this Agreement. Custodian further agrees that it shall have no
ownership interest in the Account or any assets or Securities or funds which
comprise the Account, or earnings received by it from any Securities or assets
held in the Account, nor does Custodian have any right of offset
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or other means of exercising any ownership interest over the Account and
Securities, except and only in its capacity as Custodian and a bailee for the
benefit of the Principal. Custodian shall forward to Principal or Authorized
Advisor, if applicable, all prospectuses, proxies, official reports, notices and
other materials concerning discretionary management of assets which are received
by Custodian as holder of such assets. Custodian shall not vote proxies, act on
tender offers, or perform other discretionary acts not specifically authorized
by this Agreement without specific instructions from Principal or Authorized
Advisor and shall take whatever action necessary to ensure that Principal has
the opportunity to exercise its voting rights as a shareholder. Custodian shall
be entitled to request instructions from Principal concerning any matter
involving the Account, and Principal agrees to promptly respond to any such
request.
6.02 Custodian shall not assign, hypothecate, pledge, or otherwise
dispose of Securities or other assets deposited by Principal, except pursuant to
instructions by Principal.
6.03 Custodian shall from time to time employ one or more
sub-custodians on behalf of Principal located in the United States, but only
upon being so instructed by Principal's Board of Directors, and provided that
the Custodian shall have no more or less responsibility or liability to
Principal on account of any actions or omissions of any sub-custodian so
employed than any such sub-custodian has to the Custodian.
6.04 Upon receiving instruction from Principal's Board of Directors to
do so, Custodian may employ as sub-custodian for Principal's foreign securities
and other investments, foreign banking institutions and foreign securities
depositories designated by Principal, provided that Principal's Board of
Directors determines that it is reasonable to rely on Custodian to employ such
sub-custodian and Custodian provides written reports notifying Principal's Board
of Directors of the placement of the Account's Securities and similar
investments and of any material change in the Account's arrangements. Custodian
shall exercise reasonable care, prudence, and diligence, such as a person having
responsibility for the safekeeping of Principal's Securities and similar
investments would exercise, or to adhere to a higher standard of care, in
employing such foreign sub-custodian.
6.05 Prior to employing a foreign sub-custodian in accordance with
Section 6.04 above, Custodian shall determine that Principal's assets will be
subject to reasonable care, based on the standards applicable to custodians in
the relevant market, if maintained with the Custodian, after considering all
factors relevant to the safekeeping of Principal's Securities and similar
investments, including, without limitation (a) the foreign sub-custodian's
practices, procedures, and internal controls, (b) whether the foreign
sub-custodian has the requisite financial strength to provide reasonable care
for Account assets, (c) sub-custodian's general reputation and standing and, in
the case of a Securities Depository, as defined in Rule 17f-5 of the Investment
Company Act of 1940, the
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depository's operating history and number of participants, and (d) whether
Principal will have jurisdiction over and be able to enforce judgments against
the foreign sub-custodian.
6.06 Prior to employing a foreign sub-custodian in accordance with
Section 6.04 above, Custodian shall enter into a written contract with the
designated foreign sub-custodian that Custodian has determined will provide
reasonable care for Principal's Securities and similar investments. In the case
of a Securities Depository, Custodian's agreement with any sub-custodians shall
be governed by written contract, rules and established practices or procedures
of the depository, or any combination thereof.
6.07 Any contract entered into pursuant to Section 6.06 above, shall
include provisions that provide:
A. For indemnification or insurance arrangements (or any
combination thereof) such that Principal will be adequately
protected against the risk of loss of assets held in
accordance with such contract;
B. That Principal's Securities and similar investments will not
be subject to any right, charge, security interest, lien or
claim of any kind in favor of Custodian or sub-custodian or
their creditors, except a claim of payment for safe custody or
administration, or, in the case of cash deposits, liens or
rights in favor of creditors of Custodian or sub-custodian
arising under bankruptcy, insolvency, or similar laws;
C. That beneficial ownership of the Account's assets will be
freely transferable without the payment of money or value
other than for safe custody or administration;
D. That adequate records will be maintained identifying the
assets as belonging to Principal or as being held by a third
party for the benefit of Principal;
E. That Principal's independent public accountants will be given
access to those records for confirmation of the contents of
those records; and
F. That Principal will receive periodic reports with respect to
the safekeeping of Principal's assets, including, but not
limited to, notification of any transfer to or from
Principal's account or a third party account containing assets
held for the benefit of Principal.
Such contract may contain, in lieu of any or all of the provisions specified in
this Section 6.07, such other provisions that Custodian determines will provide,
in their entirety, the same or a greater level of care and protection for
Principal's assets as the specified provisions, in their entirety.
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6.08 Custodian must establish a system to monitor the appropriateness
of maintaining Principal's assets with a foreign sub-custodian as set forth
above, and the sub-custodial contract governing the Principal's arrangements.
ARTICLE VII
RECORD KEEPING
7.01 Custodian agrees to cooperate with Principal in maintaining
records and supplying reports to Principal, as reasonably needed by Principal in
order to meet Principal's accounting, reporting and regulatory obligations,
including the following obligations:
A. Custodian and its agents shall be required to send to
Principal:
(1) on the first business day of each month a report of
all the transactions in the Account during the
preceding month and a listing of all assets held in
the Account at the end of the preceding month;
(2) all reports which they receive from a clearing
corporation or the Federal Reserve book-entry system
on their respective systems of internal accounting
control; and
(3) any reports prepared by outside auditors on
Custodian's or its agents' internal accounting
control of Securities that Principal may reasonably
request.
B. Custodian shall maintain records sufficient to determine and
verify information relating to Securities that may be reported
in Principal's annual statement and supporting schedules and
information required in any audit of the financial statements
of Principal.
C. Custodian shall provide, upon written request from any of the
Authorized Signatories of the Principal, the appropriate
affidavits, substantially in the form provided in Exhibits
"D", "E" and "F", attached hereto, and made a part hereof,
with respect to the Securities.
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ARTICLE VIII
LIABILITY FOR SAFEKEEPING
8.01 Custodian shall be responsible only for assets actually received
by it hereunder. Custodian shall indemnify Principal for any loss of assets
occasioned by the negligence or dishonesty of Custodian's officers and
employees, or burglary, robbery, holdup, theft or mysterious disappearance,
including any loss by damage or destruction. Custodian shall not be liable in
any manner for loss occasioned by failure of Principal or its officers or
employees to comply with this Agreement, by negligence or dishonesty of
Principal or its officers or employees. Custodian will not be liable for any
failure to take any action required to be taken under this Agreement in the
event and to the extent that the taking of such action is prevented or delayed
by war (whether declared or not and including existing wars), revolution,
insurrection, riot, civil commotion, or act of God, accident, fire, explosion,
stoppage of labor, strikes or other differences with employees, laws,
regulations, orders or other acts of any governmental authority or any other
cause whatever beyond its reasonable control. In the event that there is a loss
of Securities, Custodian shall promptly replace the Securities or the value
thereof, and the value of any loss of rights or privileges resulting from said
loss of Securities. In the event that Custodian obtains entry in a clearing
corporation or in the Federal Reserve book-entry system through an agent,
Custodian shall agree with such agent that the agent shall be subject to the
same liability for loss of Securities as Custodian. Custodian's responsibility
for any asset shall be terminated upon compliance with Principal's instructions
regarding withdrawal, in compliance with procedures established under this
Agreement.
ARTICLE IX
EFFECTIVE PERIOD, TERMINATION, & AMENDMENT
9.01 This Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however, that Principal shall not amend or terminate this Agreement in
contravention of any applicable federal or state regulations, or any provision
of Principal's Articles of Incorporation, and further provided, that Principal
may at any time by action of its Board of Directors (a) substitute another bank
or trust company for Custodian by giving notice as described above to Custodian,
or (b) immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for Custodian by the Comptroller of the Currency or upon
the happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
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Upon termination of this Agreement, Principal shall pay to Custodian
such compensation as may be due as of the date of such termination and shall
likewise reimburse Custodian for its costs, expenses and disbursements.
9.02 Custodian shall not be permitted to assign this Agreement without
the express consent of Principal's Board of Directors.
9.03 If a successor custodian is appointed by Principal's Board of
Directors, Custodian shall, upon termination, deliver to such successor
custodian at the office of Custodian, duly endorsed and in the form for
transfer, all Securities and similar investments of the Account then held by it
hereunder and shall transfer to an account of the successor custodian all such
Securities and similar investments.
9.04 In the event this Agreement is terminated and no successor
custodian appointed, Custodian shall, in like manner, upon receipt of a
certified copy of a vote of Principal's Board of Directors, deliver at the
office of Custodian and transfer such Securities and similar investments in
accordance with such vote.
9.05 In the event that no written order designating a successor
custodian or certified copy of a vote of the Board of Directors shall have been
delivered to Custodian on or before the date when termination of this Agreement
shall become effective, then Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the Investment Company Act of
1940, of its own selection, having aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than $25,000,000,
all Securities, funds and other properties held by Custodian on behalf of
Principal and to transfer to an account of such successor custodian all of the
Securities of the Account. Thereafter, such bank or trust company shall be the
successor of Custodian under this Agreement.
9.06 In the event that Securities, funds, and other properties remain
in the possession of Custodian after the date of termination of the Agreement
owing to failure of Principal to procure the certified copy of the vote referred
to in Section 9.04 above or of the Board of Directors to appoint a successor
custodian, Custodian shall be entitled to fair compensation for its services
during such period as Custodian retains possession of such Securities, funds and
other properties and the provisions of this Agreement relating to the duties and
obligations of the Custodian shall remain in full force and effect.
ARTICLE X
Miscellaneous
10.01 WARRANTY. Principal warrants that it has authority to enter into
this Agreement and that it has title to and authority to deliver any property
which will be
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delivered to Custodian, and that all instructions provided to Custodian
hereunder will be within Principal's authority.
10.02 FEES. Custodian's charges for services provided hereunder shall
be such reasonable compensation as is mutually agreed upon from time to time by
Principal and Custodian.
10.03 GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Oklahoma.
10.04 SEVERABILITY. In the event that any provision of this Agreement
is held invalid or unenforceable, the remaining provisions shall be construed to
be valid and enforceable nonetheless.
10.05 CAPTIONS. Captions employed in this Agreement are for ease of
reference only and shall not be employed in determining the meaning of any
provision.
10.06 NOTICE. Except where otherwise more specifically provided herein,
notice shall be made in writing by delivery or mail as follows:
If to Principal:
American Fidelity Dual Strategy Fund, Inc.
Attention: Investment Department
2000 ▇▇▇▇▇▇▇ Center
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Custodian:
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
InvesTrust, N.A.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
IN WITNESS WHEREOF, the parties hereby cause their names to be signed
herein and their seals to be affixed and duly attested by their duly authorized
officers, this 30th day of September, 1998.
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"PRINCIPAL"
AMERICAN FIDELITY DUAL STRATEGY
FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇
--------------------------------------
▇▇▇▇ ▇. ▇▇▇, Chairman of the Board and
President
"CUSTODIAN"
INVESTRUST, N.A.
By: /s/ ILLEGIBLE
--------------------------------------
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EXHIBIT "A"
AUTHORIZED EMPLOYEES
NAME TITLE
---- -----
Jo ▇▇▇ ▇▇▇▇▇▇▇▇ Vice President
▇▇▇▇ ▇▇▇▇▇▇ Vice President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Senior Vice President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Vice President
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EXHIBIT "B"
AUTHORIZED SIGNATORIES
NAME SIGNATURE
---- ---------
Jo ▇▇▇ ▇▇▇▇▇▇▇▇ /s/ JO ▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
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EXHIBIT "C"
AUTHORIZED ADVISORS
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ Investment Advisors
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
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EXHIBIT "D"
FORM A
CUSTODIAN AFFIDAVIT
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STATE OF OKLAHOMA )
) SS.
COUNTY OF OKLAHOMA )
________________________________, being duly sworn deposes and says
that he is _________________________________ of INVESTRUST, N.A., a special
purpose bank chartered by the Office of the Comptroller of the Currency with the
principal place of business at ___________________________ (hereinafter called
the "Bank").
That his duties involve supervision of activities of the Bank as
custodian and records relating thereto.
That the Bank is custodian for certain securities of AMERICAN FIDELITY
DUAL STRATEGY FUND, INC., having a place of business at Oklahoma City, Oklahoma
(hereinafter called the "Fund"), pursuant to an agreement between the Bank and
the Fund.
That the schedule attached hereto is a true and complete statement of
securities (other than those caused to be deposited with The Depository Trust
Company or like entity or a Federal Reserve Bank under the Federal Reserve
book-entry procedure) which were in the custody of the Bank for the account of
the Fund as of the close of business on ________________________; that, unless
otherwise indicated on the schedule, the next maturing and all subsequent
coupons were then either attached to coupon bonds or in the process of
collection; and that, unless otherwise shown on the schedule, all such
securities were in bearer form or in registered form in the name of the Fund or
its nominee or of the Bank or its nominee, or were in the process of being
registered in such form.
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That the Bank as custodian has the responsibility for the safekeeping
of such securities as that responsibility is specifically set forth in the
agreement between the Bank as custodian and the Fund; and
That, to the best of his knowledge and belief, unless otherwise shown
on the schedule, said securities were the property of said Fund and were free of
all liens, claims or encumbrances whatsoever.
INVESTRUST, N.A.
By:
--------------------------------
Subscribed and sworn to before me this _______ day of
___________________, 19___.
--------------------------------
Notary Public
My Commission Expires:
----------
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18
EXHIBIT "E"
FORM B
CUSTODIAN AFFIDAVIT
-----------------------
STATE OF OKLAHOMA )
) SS.
COUNTY OF OKLAHOMA )
________________________________, being duly sworn deposes and says
that he is _________________________________ of INVESTRUST, N.A., a special
purpose bank chartered by the Office of the Comptroller of the Currency with the
principal place of business at ___________________________ (hereinafter called
the "Bank").
That his duties involve supervision of activities of the Bank as
custodian and records relating thereto.
That the Bank is custodian for certain securities of AMERICAN FIDELITY
DUAL STRATEGY FUND, INC., having a place of business at Oklahoma City, Oklahoma
(hereinafter called the "Fund"), pursuant to an agreement between the Bank and
the Fund.
That the Bank has caused certain of such securities to be deposited
with _________________________________ and that the schedule attached hereto is
a true and complete statement of the securities of the Fund of which the Bank
was custodian as of the close of business on ________________________, 19____,
and which were so deposited on such date.
That the Bank as custodian has the responsibility for the safekeeping
of such securities both in the possession of the Bank or deposited with
______________________________ as is specifically set forth in the agreement
between the Bank as custodian and the Fund; and
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That, to the best of his knowledge and belief, unless otherwise shown
on the schedule, said securities were the property of said Fund and were free of
all liens, claims or encumbrances whatsoever.
INVESTRUST, N.A.
By:
--------------------------------
Subscribed and sworn to before me this _______ day of
___________________, 19___.
--------------------------------
Notary Public
My Commission Expires:
----------
-19-
20
EXHIBIT "F"
FORM C
CUSTODIAN AFFIDAVIT
-----------------------
STATE OF OKLAHOMA )
) SS.
COUNTY OF OKLAHOMA )
________________________________, being duly sworn deposes and says
that he is _________________________________ of INVESTRUST, N.A., a special
purpose bank chartered by the Office of the Comptroller of the Currency with the
principal place of business at ___________________________ (hereinafter called
the "Bank").
That his duties involve supervision of activities of the Bank as
custodian and records relating thereto.
That the Bank is custodian for certain securities of AMERICAN FIDELITY
DUAL STRATEGY FUND, INC., having a place of business at Oklahoma City, Oklahoma
(hereinafter called the "Fund"), pursuant to an agreement between the Bank and
the Fund.
That it has caused certain securities to be credited to its book-entry
account with the Federal Reserve Bank of ___________________________ under the
Federal Reserve book-entry procedure; and that the schedule attached hereto is a
true and complete statement of the securities of the Fund of which the Bank was
custodian as of the close of business on _______________________, 19___, which
were in a "General" book-entry account maintained in the name of the Bank on the
books and records of the Federal Reserve Bank of ________________________ at
such date;
That the Bank has the responsibility for the safekeeping of such
securities both in the possession of the Bank or said "General" book-entry
account as is specifically set forth in the agreement between the Bank and the
Fund; and
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That, to the best of his knowledge and belief, unless otherwise shown
on the schedule, said securities were the property of said Fund and were free of
all liens, claims or encumbrances whatsoever.
INVESTRUST, N. A.
By:
--------------------------------
Subscribed and sworn to before me this _______ day of
___________________, 19___.
--------------------------------
Notary Public
My Commission Expires:
----------
-21-