AMERICAN FIDELITY DUAL STRATEGY FUND, INC.
CORPORATE CUSTODIAL AGREEMENT
________________________________________________________
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 (4) and (18) of subsection (a) of 12A O.S. Section
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 BANK OF OKLAHOMA, N.A.,
custodian (hereinafter referred to as "Custodian") of the
Account.
ARTICLE II
Authorized Persons of Principal
2.01 Principal shall, from time to time, authorize
and terminate the authority of individuals empowered to act on
behalf of Principal with respect to the Account by appropriate
resolutions of Principal's Board of Directors or by other forms
of authorization acceptable to Custodian. Principal shall
designate such individuals as "Authorized Employees" or
"Authorized Signatories" for the purposes specified herein.
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 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 or by other forms of authorization acceptable
to Custodian. Principal shall designate such advisors or
subadvisors 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 7.03 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 the
Securities in accordance with governing law. Custodian, in its
discretion, shall maintain Securities in safe-keeping on
Custodian's premises, or in a recognized clearing corporation, or
in the Federal Reserve book-entry system subject to the following
provisions:
A. Certified Securities held by the Custodian shall
be held either separate from the Securities of
the Custodian and of all of its other customers
or in a fungible bulk of Securities as part of a
Filing of Securities by Issue (FOSBI)
arrangement;
B. Securities held in a fungible bulk by the
Custodian and Securities in a clearing
corporation or in the Federal Reserve book-entry
system shall be separately identified on the
Custodian's official records as being owned by
the Principal. Said records shall identify
which Securities are held by the 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, said 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;
C. All Securities that are registered shall be
registered in the name of the Principal or in
the name of a nominee of the Principal or in the
name of the Custodian or its nominee or, if in a
clearing corporation, in the name of the
clearing corporation or its nominee.
ARTICLE IV
Account Cash and Short-term Investments
4.01 Custodian shall establish for Principal separate
income and Principal cash accounts which 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.
ARTICLE V
Safekeeping of Other Assets
5.01 Custodian shall maintain assets of the Account
other than Securities, cash and short-term investments in
safekeeping on Custodian's premises subject to such additional
agreements as Principal and Custodian shall make from time to
time.
ARTICLE VI
Access to Account by Principal
and Persons Authorized by Principal
6.01 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 persons authorized by Principal as
further provided herein. Access shall be granted only to persons
authorized in writing by two (2) Authorized Signatories of
Principal. Access shall be granted only to two (2) or more
persons so authorized, who shall be accompanied by an employee of
Custodian during the period of access.
ARTICLE VII
Deposits and Withdrawals
7.01 Written Instruction of Principal. Principal
may, from time to time, instruct Custodian to effect deposits of
assets to the Account and withdrawals of assets from the Account
(including transfers to third persons), by written instructions
signed by at least two (2) Authorized Signatories. Such
instructions, at the minimum, shall state (a) the date of the
deposit or withdrawal; (b) the description or amount of the
assets to be deposited or withdrawn; and (c) 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 instructions
shall be presented in duplicate to the Custodian, who shall note
thereon the time of receipt and shall mail one (1) copy to
Principal 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.
7.02 Oral Instruction of Principal. 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.
Custodian shall preserve a copy of such confirmation (in the
original or by microfilm) for not less than five (5) years.
7.03 Instructions From Authorized Advisor. Custodian
shall be authorized to act in response to instructions given by
any Authorized Advisor as to buy/sell decisions regarding the
Account, 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.
7.04 Non-discretionary Deposits and
Withdrawals. 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. Income, Interest, Dividends, etc. Custodian
shall deposit to the Account any assets (such as
stock dividends) received as income, interest,
dividends, distributions and the like,
respecting assets held in the Account.
Custodian shall promptly notify principal of any
such amounts due but not paid and on or before
the "Ex" date of stocks. 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. Expenses. 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. Maturity, Calls, Mandatory Redemptions and
Exchanges, etc. 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. Fractional Shares. 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.
7.05 Custodian's Confirmation of Deposits and
Withdrawals. 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 two (2) business days of each
respective deposit or withdrawal.
7.06 Withdrawals Requiring Insurance Commissioner
Approval. Securities used to meet the deposit requirements set
forth in the Oklahoma Insurance Code (36 O.S. Section 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 the
Principal without the approval of the Commissioner.
ARTICLE VIII
Custodian's Duties
8.01 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 the
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.
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.
ARTICLE IX
Record Keeping
9.01 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. The Custodian and its agents shall be required
to send to the Principal:
(1) On the first business day of each month a report
of all the transactions in the Account during the
preceding month and the 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 the
Custodian's or its agents' internal accounting
control of Securities that the Principal may
reasonably request.
B. The Custodian shall maintain records sufficient
to determine and verify information relating to
Securities that may be reported in the
Principal's annual statement and supporting
schedules and information required in any audit
of the financial statements of the Principal.
C. The 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.
ARTICLE X
Liability for Safekeeping
10.01 Custodian shall be responsible only for assets
actually received by it hereunder. Custodian shall indemnify
Principal for any loss of Securities occasioned by the negligence
or dishonesty of the 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 the
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 XI
Miscellaneous
11.01 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.
11.02 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.
11.03 Governing Law - Termination. This Agreement
shall be governed by the laws of the State of Oklahoma and may be
terminated by either party upon sixty (60) days written notice.
Custodian's fees shall be prorated to the termination date.
11.04 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.
11.05 Captions. Captions employed in this Agreement
are for ease of reference only and shall not be employed in
determining the meaning of any provision.
11.06 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 Xxxxxxx Center
X.X. Xxx 00000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
If to Custodian:
Attention: Xxxxx X. Xxxxxxx
Bank of Oklahoma, N.A.
0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
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 ____ day of
__________, 1998.
"PRINCIPAL"
AMERICAN FIDELITY DUAL STRATEGY
FUND, INC.
ATTEST: By: American Fidelity Assurance
Company
By:
Xxxxxx X. Xxxxx, Xx., Secretary Xxxx X. Xxx, President
"CUSTODIAN"
ATTEST: BANK OF OKLAHOMA, N.A.
By:
Assistant Cashier Xxxxx X. Xxxxxxx, Senior Vice
President & Senior Trust Officer
