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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC