SUB-INVESTMENT ADVISORY AGREEMENT BNY MELLON INVESTMENT ADVISER, INC.Sub-Investment Advisory Agreement • August 25th, 2020 • BNY Mellon U.S. Mortgage Fund, Inc. • New York
BNY Mellon U.S. Mortgage 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 "Board"). The Fund employs BNY Mellon Investment Adviser, Inc. (the "Adviser") to act as the Fund's investment adviser pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. The Adviser is authorized by the Fund to, and desires to, retain you, and you hereby agree to accept such retention, to act as the Fund's sub-investment adviser with respect to that portion of the Fund's assets which may be assigned to you from time to time (the "sub-advised assets").
BNY MELLON INVESTMENT ADVISER, INC. 240 Greenwich Street New York, New York 10286Fee Waiver Agreement • August 25th, 2020 • BNY Mellon U.S. Mortgage Fund, Inc.
This Agreement may only be amended by agreement of the Company, on behalf of the Fund, upon the approval of the Board of Directors of the Company and BNYM Investment Adviser to increase the amount of the waiver and may only be terminated prior to September 1, 2021, in the event of termination of the Management Agreement between BNYM Investment Adviser and the Company with respect to the Fund.
