Amendment to Second Amended and Restated Sub-Advisory Agreement
Renaissance Investment Management
This Amendment effective February 20, 2013 by and between the American
Fidelity Dual Strategy Fund, Inc. a Maryland corporation (the "Fund"),
American Fidelity Assurance Company, an insurance company organized under
the laws of the State of Oklahoma (the "Advisor") and The Renaissance Group
LLC (d/b/a Renaissance Investment Management) (the "Sub-Advisor") hereby
amends that Second Amended and Restated Sub-Advisory Agreement (the "Advisory
Agreement") by and among the parties dated February 20, 2012.
RECITALS
WHEREAS, the Fund is engaged in business as an open-end diversified
management company and is registered as such under the Investment Company Act;
WHEREAS, The Advisor and the Fund are parties to a Management and
Investment Advisory Agreement dated as of May 1, 2003 as amended on
January 5, 2009 and as amended and restated on February 20, 2012 pursuant to
which the Advisor acts as an investment advisor to the Fund; and
WHEREAS, the Advisor and the Sub-Advisor desire to amend the existing
Advisory Agreement.
AMENDMENT
The Advisor and Sub-Advisor agree to amend the Advisory Agreement as
follows:
1. Section III C. of Exhibit A of the Advisory Agreement which states that
the Fund will not invest in the securities of tobacco-producing companies is
hereby deleted thereby removing this restriction.
2. Item III C. of Appendix 1 to Exhibit A, which is a list of Companies in
which investment is prohibited, is deleted.
3. The Advisory Agreement in all other respects shall remain effective.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
FUND:
AMERICAN FIDELITY DUAL STRATEGY
FUND, INC.
By: /S/ Xxxxx X. Carpenter_____________
Xxxxx X. Xxxxxxxxx, President
ADVISOR:
AMERICAN FIDELITY ASSURANCE
COMPANY
By: /S/ Xxxxxx X. Brearton_____________
Xxxxxx X. Xxxxxxxx, Executive Vice-President
SUB-ADVISOR:
THE RENAISSANCE GROUP
LLC (d/b/a Renaissance Investment Management)
By:____/S/Xxxxxxx X. Schroer________
Xxxxxxx X. Xxxxxxx, Managing Partner
