AMENDMENT TO SECOND AMENDED AND RESTATED
SUB-ADVISORY AGREEMENT
WEDGE CAPITAL MANAGEMENT, LLP
This Amendment, effective May 1, 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 Wedge Capital Management, LLP (the "Sub-Advisor"),
hereby amends that Second Amended and Restated Sub-Advisory Agreement
by and among the parties dated February 20, 2012 (the "Sub-Advisory
Agreement").
RECITALS
WHEREAS, the parties hereto are parties to the Sub-Advisory
Agreement, pursuant to which the Sub-Advisor acts as an investment
advisor to the Fund; and
WHEREAS, the parties desire to amend the Sub-Advisory Agreement
as set forth herein.
AMENDMENT
1. The Sub-Advisory Agreement is amended as follows:
Section III.C of Exhibit A of the Sub-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. The Sub-Advisory Agreement in all other respects shall remain
effective, and to the extent the Sub-Advisory Agreement and this
Amendment are in conflict, the terms of this Amendment shall control.
3. This Amendment may be executed in one or more separate
counterparts, each of which shall be deemed to be an original, and all
of which taken together shall be deemed to constitute one and the same
instrument.
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: WEDGE CAPITAL MANAGEMENT, LLP
By: /S/ Xxxx X. Norman___________________
Xxxx X. Xxxxxx, General Partner
