0000318478-20-000014 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BNY MELLON APPRECIATION FUND, INC.
Investment Advisory Agreement • April 27th, 2020 • Bny Mellon Appreciation Fund, Inc. • New York

The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as its investment adviser and also intends to employ Fayez Sarofim & Co. to act as its sub-investment adviser (the "Sub-Investment Adviser").

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SUB-INVESTMENT ADVISORY AGREEMENT BNY MELLON APPRECIATION FUND, INC.
Sub-Investment Advisory Agreement • April 27th, 2020 • Bny Mellon Appreciation Fund, Inc.

The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund's Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board of Directors. The Fund employs BNY Mellon Investment Adviser, Inc. (the "Adviser") to act as its investment adviser pursuant to a written agreement with the Fund (the "Investment Advisory Agreement"), a copy of which has been furnished to you. The Fund desires to retain you, and you hereby agree to accept such retention, as the Fund's sub-investment adviser.

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