EXHIBIT g.1
EXECUTION COPY
AMENDED AND RESTATED CORPORATE CUSTODIAL AGREEMENT
THIS AMENDED AND RESTATED CORPORATE CUSTODIAL AGREEMENT (the "Agreement")
is made as of the 1st day of November, 2005 (the "Effective Date") by AMERICAN
FIDELITY DUAL STRATEGY FUND, INC., a Maryland corporation ("Principal"), and
INVESTRUST, N.A., a national association ("Custodian"), with reference to the
following circumstances:
A. Principal and Custodian are parties to that certain Corporate Custodial
Agreement dated September 30, 1998 (the "Original Agreement"), pursuant to which
Custodian provides for the safekeeping of certain assets of Principal, including
certificated securities and uncertificated securities as defined in 12A O.S.
ss.8-102(a) and by federal laws and regulations ("Securities"), cash and
short-term liquid investments, and other assets (the "Account").
B. Principal and Custodian desire to amend and restate the Original
Agreement as set forth in this Agreement.
C. In consideration of the recitals and the mutual promises, covenants and
agreements contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
ARTICLE I
Creation of Custodial Relationship
1.01 Principal hereby appoints Custodian as custodian of the Account in
accordance with the terms of this 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/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" of this
Agreement is a list of the individuals currently designated as Authorized
Employees/Signatories.
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/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.
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 hereto as Exhibit "B" of
this Agreement is a list of the 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 Principal a confirmation of
any transfers to or from the Account. Where Securities are transferred to the
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. All
non-routine requests for outgoing funds to third parties shall be signed by two
(2) Authorized Employees/Signatories from Exhibit "A." All deposits,
withdrawals, or instructions to deposit or withdraw Securities or other
investments, shall be documented 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 presented in duplicate to the Custodian, who shall note
thereon the time of receipt and shall return one (1) copy to an officer or
director of Principal who is not a person designated as an Authorized
Employee/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/Signatory. Principal shall confirm such deposit or withdrawal by
written confirmation mailed to Custodian within five (5) 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 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 with out 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 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 may 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. Attached hereto as Exhibit "C" is a list of
the sub-custodians currently engaged by Custodian on behalf of Principal.
Custodian shall update Exhibit "C" upon any change to the sub-custodians engaged
on behalf of Principal.
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-4 of the Investment Company Act of 1940, the
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 sub-custodian in accordance with any of the
foregoing provisions, Custodian shall have determined that the sub-custodian
will provide reasonable care for Principal's Securities and similar investments
and shall enter into a written contract with the sub-custodian. 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 the sub-custodian, at a minimum, to exercise due care in
accordance with reasonable commercial standards in discharging
its duty as custodian of the Account, including its duty to
obtain and maintain the financial assets and security
entitlements (as such terms are defined in Section 8-102 of the
Uniform Commercial Code, 2002 Official Text and Comments) of
Principal.
B. 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;
C. 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;
D. 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;
E. 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;
F. That Principal's independent public accountants will be given
access to those records for confirmation of the contents of those
records; and
G. 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 (except for Section 6.07(A)), 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.
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 Employees/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.
7.02 Custodian agrees to provide, promptly upon request by Principal, such
reports as are available concerning the internal accounting controls and
financial strength of Custodian.
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, damage, cost, or
expense suffered by it (i) 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, or (ii)
the failure of Custodian to otherwise comply with the terms of this Agreement.
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.
8.02 This Agreement, at a minimum, shall be construed to obligate Custodian
to exercise due care in accordance with reasonable commercial standards in
discharging its duty as custodian of the Account, including its duty to obtain
and maintain the financial assets and security entitlements (as such terms are
defined in Section 8-102 of the Uniform Commercial Code, 2002 Official Text and
Comments) of Principal.
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.
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 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 are set
forth on Schedule 1 to this Agreement. Schedule 1 may be amended from time to
time upon the mutual agreement of Principal and Custodian.
10.03 Governing Law. This Agreement shall be governed by the internal 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: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Compliance Officer
2000 ▇▇▇▇▇▇▇ Center
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▇▇▇▇▇
If to Custodian:
InvesTrust, N.A.
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
[Signature Page to Follow]
Executed the day and year first written above.
"PRINCIPAL"
AMERICAN FIDELITY DUAL STRATEGY
FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇
▇▇▇▇ ▇. ▇▇▇, President
"CUSTODIAN"
INVESTRUST, N.A.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, President
EXHIBIT "A"
Authorized Employees/Signatories
NAME SIGNATURE
Jo ▇▇▇ ▇▇▇▇▇▇
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EXHIBIT "B"
Authorized Advisors
▇▇▇▇ Investment Advisors, Inc. Wedge Capital Management LLP
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
The Renaissance Group LLC
d/b/a Renaissance Investment Management
The ▇▇▇▇▇▇▇ Center, Suite 1200
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EXHIBIT "B"
Sub-Custodians
Fifth-Third, pursuant to that certain agreement dated October 5, 2005.
EXHIBIT "D"
Form A
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 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ (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.
That the Bank, as custodian, has the responsibility for the safekeeping of
such securities as that responsibility is specifically set forth in Rule
17f-2(b) and (c) of the Investment Company Act and the agreement between the
Bank, as custodian, and the Fund.
That the Bank has maintained such securities in the manner set forth above
as of ___________ and has maintained such securities in such manner from
________ through ______________.
That, to the best of his knowledge and belief, unless otherwise shown on
the schedule, such securities were the property of the Fund and were free of all
liens, claims or encumbrances whatsoever.
INVESTRUST, N.A.
By: ______________________________________
Subscribed and sworn to before me this ___ day of _____________, 20___.
My Commission Expires: _______________ __________________________________
My Commission No.: ___________________ Notary Public
[Seal]
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").
This 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 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ (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 _______________, 2005, 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 Rule 17f-2(b) and (c) of
the Investment Company Act and the agreement between the Bank, as custodian, and
the Fund.
That the Bank has maintained such securities in the manner set forth above
as of ___________ and has maintained such securities in such manner from
________ through ______________.
That, to the best of his knowledge and belief, unless otherwise shown on
the schedule, such securities were the property of the Fund and were free of all
liens, claims or encumbrances whatsoever.
INVESTRUST, N.A.
By: ___________________________________
Subscribed and sworn to before me this ___ day of _____________, 20__.
My Commission Expires: _______________ __________________________________
My Commission No.: ___________________ Notary Public
[Seal]
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").
This 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 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ (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 thereto 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 _________________, 20___, 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 Rule 17f-2(b) and (c) of the Investment Company Act
and the agreement between the Bank, as custodian, and the Fund; and
That the Bank has maintained such securities in the manner set forth above
as of ______________ and has maintained such securities in such manner from
___________ through _____________.
That, to the best of his knowledge and belief, unless otherwise shown on
the schedule, such securities were the property of the Fund and were free of all
liens, claims or encumbrances whatsoever.
INVESTRUST, N.A.
By: ______________________________________
Subscribed and sworn to before me this ___ day of _____________, 20___.
My Commission Expires: _______________ __________________________________
My Commission No.: ___________________ Notary Public
[Seal]
SCHEDULE 1
Depository Custody Service
Fee Schedule
For Dual Strategy Fund
Base Fee (annual) 600.00
Holdings (monthly)
Depository eligible issues 3.00
Non-eligible issues 5.00
Transaction Fees (each event)
Depository
Receive/Deliver transactions 15.00
Maturity transactions 15.00
Non-mandatory reorganization transactions 15.00
Paydown transactions 8.00
Call options (round trip) 15.00
Physical
Receive/Deliver transactions 25.00
Maturity transactions 25.00
Non-mandatory reorganization transactions 25.00
Disbursements and Deposits 15.00 for the first account; 3.00
for each additional account