AMENDMENT TO AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Xxxx, Xxxx & Xxxxxx, LLC
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 Xxxx, Xxxx &
Xxxxxx, LLC (the "Sub-Advisor"), hereby amends that 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 that provisions of 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: XXXX, XXXX & XXXXXX, LLC
By: /S/Xxxxxxx X. Wydra_________________
Xxxxxxx X. Xxxxx, Partner
