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 (a) and (b) of subsection (1) of 12A
O.S. 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.
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 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 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 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. 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 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
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.
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.
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.
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 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 Xxxxxxx Center
X.X. Xxx 00000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
IF TO CUSTODIAN:
Attention: Xxxxx Xxxxxx
InvesTrust, N.A.
0000 Xxxxx Xxxxxxx Xxxxxx, 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.
By:
Xxxx X. Xxx, Chairman of the Board and
President
"CUSTODIAN"
INVESTRUST, N.A.
By:
EXHIBIT "A"
AUTHORIZED EMPLOYEES
NAME TITLE
Jo Xxx Xxxxxxxx Vice President
Xxxx Xxxxxx Vice President
Xxxxx X. Xxxxxxxxx Senior Vice President
Xxxxxxx X. Xxxxx Senior Vice President
Xxxxxx X. Xxxxx, Xx. Vice President
EXHIBIT "B"
AUTHORIZED SIGNATORIES
NAME SIGNATURE
Jo Xxx Xxxxxxxx ____________________________
Xxxx Xxxxxx ____________________________
Xxxxx X. Xxxxxxxxx ____________________________
Xxxxxxx X. Xxxxx ____________________________
Xxxxxx X. Xxxxx, Xx. ____________________________
EXHIBIT "C"
AUTHORIZED ADVISORS
Xxxxxxxx Xxxxx & Associates
000 X. Xxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
(000) 000-0000
Xxxx Investment Advisors
0000 Xxxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
(000) 000-0000
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 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.
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:___________________
(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 bankchartered 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
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:__________________
(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 bankchartered 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
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:__________________
(SEAL)
