Exhibit (g)(1)

AMENDED AND RESTATED

CUSTODY AGREEMENT

by and between

SEQUOIA FUND, INC.

and

THE BANK OF NEW YORK MELLON

TABLE OF CONTENTS

AMENDED AND RESTATED CUSTODY AGREEMENT

This AMENDED AND RESTATED CUSTODY AGREEMENT , dated as of July 15,, 2013 (“Agreement”) is between SEQUOIA FUND, INC. , a corporation organized under the laws of Maryland (the “Fund”), and THE BANK OF NEW YORK MELLON , a bank organized under the laws of the state of New York (the “Custodian”). The Fund and Custodian had previously entered into the Custody Agreement between The Bank of New York and Sequoia Fund, Inc., dated June 16, 1996.

SECTION 1 – CUSTODY ACCOUNTS; INSTRUCTIONS

1.1            Definitions . Whenever used in this Agreement, the following words shall have the meanings set forth below:

“ ’40 Act ” shall mean the Investment Company Act of 1940, as amended.

“ Account ” or “ Accounts ” shall have the meaning set forth in Section 1.2.

“ Authorized Instructions ” shall have the meaning set forth in Section 1.5.

“ Authorized Person ” shall mean any Person authorized by the Fund to give Oral Instructions or Instructions with respect to one or more Accounts or with respect to foreign exchange, derivative investments or information and transactional web based services provided by the Custodian or a BNY Mellon Affiliate. Authorized Persons shall include Persons authorized by an Authorized Person. Authorized Persons, their signatures and the extent of their authority shall be provided by a Certificate. The Custodian may conclusively rely on the authority of an Authorized Person until it receives Written Instructions to the contrary.

“ BNY Mellon Affiliate ” shall mean any direct or indirect subsidiary of The Bank of New York Mellon Corporation.

“ Book-Entry System ” shall mean the United States Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.

“ Business Day ” shall mean any day on which the Custodian and relevant Depositories are open for business.

“ Certificate ” shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to the Custodian, which is received by the Custodian by letter or facsimile transmission and signed on behalf of the Fund by two (2) Authorized Persons or persons reasonably believed by the Custodian to be Authorized Persons.

“ CIP ” shall mean the Customer Identification Program under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) and its implementing regulations.

“ Country Risks ” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country’s prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country’s regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.

“ Data Providers ” shall mean pricing vendors, analytics providers, brokers, dealers, investment managers, Authorized Persons, Subcustodians, Depositories and any other Person providing Market Data to the Custodian.

“ Data Terms Website ” shall mean http://bnymellon.com/products/assetservicing/vendoragreement.pdf or any successor website the address of which is provided by the Custodian to the Fund.

“ Depository ” shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Fund from time to time and (d) the respective successors and nominees of the foregoing.

“ Foreign Depository ” shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the ’40 Act identified to the Fund from time to time and (d) the respective successors and nominees of the foregoing.

“ Instructions ” shall mean Written Instructions, S.W.I.F.T., on-line communications or other method or system, each as specified by the Custodian as available for use in connection with the services hereunder.

“ Losses ” shall mean, collectively, losses, costs, expenses, damages, liabilities and claims.

“ Market Data ” shall mean pricing or other data related to Securities and other assets. Market Data includes but is not limited to security identifiers, valuations, bond ratings, classification data and other data received from investment managers and others.

“ Non-Custody Assets ” shall have the meaning set forth in Section 11.1.

“ Oral Instructions ” shall mean instructions expressed in spoken words received by the Custodian. Where the Custodian provides recorded lines for this purpose, such instructions must be given using such lines.

“ Person ” or “ Persons ” shall mean any entity or individual.

“ Replacement Subcustodian ” shall have the meaning set forth in Section 2.1(a).

“ Securities ” shall include, without limitation, any common stock and other equity securities, depository receipts, limited partnership and limited liability company interests, bonds, debentures and other debt securities, notes or other obligations, and any instruments representing rights to receive, purchase or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository, a Foreign Depository or with a Subcustodian or on the books of the issuer).

“ Shares ” shall have the meaning set forth in Section 6.1.

“ Special Account ” shall have the meaning set forth in Section 1.2.

“ Subcustodian ” shall mean a bank or other financial institution (other than a Foreign Depository) located outside the United States which is utilized by the Custodian or by a BNY Mellon Affiliate in connection with the purchase, sale or custody of Securities or cash hereunder and is identified to the Fund from time to time, and their respective successors and assigns.

“ Tax Obligations ” shall mean taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses.

“ Tools ” shall mean certain computer programs, products, services, reports or information (including, without limitation, information obtained by the Custodian from third parties and information reflecting the Custodian’s input, evaluation and interpretation).

“ Written Instructions ” shall mean written communications, including a Certificate, received by the Custodian by overnight delivery, postal services or facsimile transmission.

1.2           Establishment of Account . (a) The Fund hereby appoints the Custodian as the custodian of all Securities, cash, and other assets of the Fund as agreed between the parties at any time delivered to the Custodian to be held under this Agreement. The Custodian hereby accepts such appointment and agrees to establish and maintain one or more accounts for the Fund in which the Custodian will hold Securities, cash and other assets as provided herein. Such accounts (each, an “Account,” and collectively, the “Accounts”) shall be in the name of the Fund.

(b)          The Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and the Custodian may agree upon (each a “Special Account”), and the Custodian shall reflect therein such assets as the Fund may specify in Instructions.

(c)          The Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in Instructions such accounts on such terms and conditions as the Fund and the Custodian shall agree, and the Custodian shall transfer to such account such Securities, cash and other assets as the Fund may specify in Instructions.

1.3           Representations and Warranties . The Fund hereby represents and warrants, which representations and warranties shall be continuing, that:

(a)          It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(b)          This Agreement has been duly authorized, executed and delivered by the Fund, has been approved by a resolution of its board and constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c)          It is conducting its business in material compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

(d)          It will not knowingly use the services provided by the Custodian hereunder in any manner that is, or will result in, a material violation of any law, rule or regulation applicable to the Fund;

(e)          It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions to the Custodian, shall safeguard and treat with commercially reasonable care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, agrees that the security procedures (if any) to be followed in connection therewith provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions, which are not Written Instructions, may be presumed in good faith by the Custodian (absent knowledge to the contrary) to have been given by person(s) duly authorized, and may be acted upon as given;

(f)          It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for the Fund does not exceed the amount the Fund is permitted to borrow under the ‘40 Act;

(g)          Its transmission or giving of, and the Custodian acting upon and in reliance on, Instructions or Oral Instructions pursuant to this Agreement shall at all times comply in all material respects with the ‘40 Act;

(h)          It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and

(i)          It has the right to make the pledge and grant the security interest to the Custodian contained in Section 5 hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as the Custodian may reasonably require to assure such priority.

The Custodian hereby represents and warrants, which representations and warranties shall be continuing, that:

(a)          It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b)          This Agreement has been duly authorized, executed and delivered by the Custodian, constitutes a valid and legally binding obligation of the Custodian, enforceable in accordance with its terms, and there is no stature, regulation, rule, order or judgment binding it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(d)          It will not knowingly use the assets delivered to it, or perform its services, pursuant to this Agreement in any manner that is, or will result in, a violation of any law, rule or regulation applicable to Custodian;

(e)          It has established policies and procedures reasonably designed to prevent its violation of federal and state laws and regulations applicable to it or its provision of services as contemplated hereunder;

(f)          It will submit to the Fund on an annual basis a copy of its report prepared in compliance with the requirements of Statements on Standards for Attestation Engagements No. 16 issued by the American Institute of Certified Public Accountants, as it may be amended from Time to Time, or such other similar report or attestation used by professional custodians relating to their internal controls;

(g)         Upon the request of the CCO, it will inform the Fund of any material changes to be made to its policies and procedures relating to the services contemplated herein;

(h)          it has at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as custodian of the Securities and cash of the Fund; and

(i)           It has put into place business continuity policies and procedures reasonably designed to meet applicable regulatory requirements.

1.4         Distributions . The Custodian shall make distributions, including in-kind distributions of Securities, or transfers out of an Account pursuant to Instructions. In making payments to service providers pursuant to Instructions, the Fund acknowledges that the Custodian is acting as a paying agent, and not as the payor, for tax information reporting and withholding purposes.

1.5            Authorized Instructions . The Custodian shall be entitled to rely in good faith upon any Oral Instructions or Instructions received by the Custodian and reasonably believed by the Custodian to be from an Authorized Person (“Authorized Instructions”). Notwithstanding any other provision included in this Agreement, Written Instructions relating to the disbursement of cash of the Fund other than in connection with the purchase, sale or settlement of Securities, shall be in the form of a Certificate. The Fund agrees that an Authorized Person shall forward to the Custodian Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact Instructions confirming Oral Instructions are not received or that contrary Instructions are received by the Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions that the Custodian reasonably deemed to be valid and effected by the Custodian prior to the Custodian’s receipt of confirmation.

1.6            Authentication . If the Custodian receives Instructions that appear on their face to have been transmitted by an Authorized Person via (i) facsimile or other electronic method that is not secure or (ii) secure electronic transmission containing applicable authorization codes, passwords or authentication keys, the Fund understands and agrees that the Custodian cannot determine the identity of the actual sender of such Instructions and that the Custodian shall be entitled to presume in good faith and absent knowledge to the contrary that such Instructions have been sent by an Authorized Person. The Fund shall be responsible for ensuring that Authorized Persons treat applicable user and authorization codes, passwords and authentication keys with commercially reasonable care.

1.7            On-Line Systems . If an Authorized Person elects to transmit Instructions through an on-line communication system offered by the Custodian, the use thereof shall be subject to any terms and conditions contained in a separate written agreement between the Custodian and the Fund. If the Fund or an Authorized Person elects, with the Custodian’s prior consent, to transmit Instructions through an on-line communications service owned or operated by a third party, the Fund agrees that the Custodian shall not be responsible or liable for the reliability or availability of any such service.

SECTION 2 – CUSTODY SERVICES

2.1            Holding Securities . (a) Subject to the terms hereof, the Fund hereby authorizes the Custodian to hold any Securities in registered form in the name of the Custodian or one of its nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to subsection (c) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (d) of this Section 2.1, Foreign Depositories in connection with its performance hereunder. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of the Custodian’s or a BNY Mellon Affiliate’s agreements with such Subcustodians. Securities and cash deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Subcustodians may be authorized to hold Securities in Depositories or Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular agreement with a Subcustodian, Securities deposited with Subcustodians, Depositories or Foreign Depositories will be held in a commingled account in the name of the Custodian or a BNY Mellon Affiliate for the Fund. The Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Subcustodians, Depositories or Foreign Depositories. The Custodian shall, directly or indirectly through Subcustodians, Depositories or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. The Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (a “Replacement Subcustodian”). Notwithstanding any other provisions hereof, with respect to any Losses incurred by the Fund as a result of the acts or the failure to act by any Subcustodian (other than a BNY Mellon Affiliate), the Custodian shall take all reasonable and appropriate action to recover such Losses from such Subcustodian. With respect to any Losses incurred by the Fund as the result of the acts or the failure to act by any Subcustodian which is a BNY Mellon Affiliate, the Custodian shall be fully responsible as provided hereunder as if it had performed the acts or failure to act itself. With respect to any Losses incurred by the Fund as the result of the acts or the failure to act by any Subcustodian which is not a BNY Mellon Affiliate, the Custodian shall be fully responsible as provided hereunder as if it had performed the acts or failure to act itself except to the extent any such Losses (1) are due to the fraud of such Subcustodian and the Custodian exercised reasonable care in the selection or retention of such Subcustodian or (2) are due to the insolvency of such Subcustodian and the Custodian, exercising reasonable care, could not have been able to anticipate the occurrence of such insolvency.

(b)          Unless the Custodian has received Instructions to the contrary, the Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.

(c)          With respect to each Depository, the Custodian (i) shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Depository.

(d)          With respect to each Foreign Depository, the Custodian shall exercise reasonable care, prudence and diligence (i) to provide the Fund in advance of any transfer of assets to such Foreign Depository, to the extent reasonably practicable under the circumstances, it being understood that the Fund or its investment adviser direct the purchase and sale of securities which may be required to be maintained at a particular Foreign Depository, with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund of any material change in such risks. The Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks.

2.2         Depositories . The Custodian shall have no liability whatsoever for the action or inaction of any Depository or Foreign Depository or for any Losses resulting from the maintenance of Securities or cash with a Depository or a Foreign Depository, except in each case to the extent such action or inaction is a direct result of the Custodian’s failure to fulfill its obligations hereunder.

2.3         Agents . The Custodian may appoint agents, including BNY Mellon Affiliates, on such terms and conditions as it deems appropriate to perform its services hereunder. Except as otherwise specifically provided herein, no such appointment shall discharge the Custodian from its obligations hereunder.

2.4         Custodian Actions without Direction . With respect to Securities held hereunder, the Custodian shall:

a.           Collect and receive all income, distributions and other payments due to the Accounts and advise the Fund as promptly as reasonably practicable of any such amounts due but not paid;

b.           Carry out any exchanges of Securities or other corporate actions not requiring discretionary decisions;

c.           Forward to the Fund or its designee proxy materials and otherwise facilitate access by the Fund or its designee to ballots or online systems to assist in the voting of proxies received for eligible positions of Securities held in the Accounts;

d.           Forward to the Fund or its designee information (or summaries of information) that the Custodian receives from Depositories or Subcustodians concerning Securities in the Accounts (excluding bankruptcy matters);

e.           Forward to the Fund or its designee notices of bankruptcy cases relating to Securities held in the Accounts and notices of any required action related to such bankruptcy cases as may be received by the Custodian (No further action or notification related to the bankruptcy case shall be required);

f.            Forward to the Fund or its designee notices and other materials relating to class actions in which the Fund may be eligible to participate as may be received by the Custodian;

g.           Forward to the Fund or its designee information received by the Custodian regarding ownership rights pertaining to the property held for the Fund;

h.           Deliver Securities upon the receipt of payment in connection with any repurchase agreement related to such Securities entered into by the Fund;

i.            Endorse for collection checks, drafts or other negotiable instruments; and

j.            Execute and deliver, solely in its custodial capacity, certificates, documents or instruments incidental to the Custodian’s performance under this Agreement.

2.5          Custodian Actions with Direction . The Custodian shall take the following actions in the administration of the Accounts only pursuant to Authorized Instructions:

a.           Settle purchases and sales of Securities and process other transactions, including free receipts and deliveries to a broker, dealer, future commission merchant or other third party specified in Instructions;

b.           Take actions necessary to settle transactions in connection with futures or options contracts, short-selling programs, foreign exchange or foreign exchange contracts, swaps and other derivative investments; and

c.           Deliver Securities in an Account if an Authorized Person advises the Custodian that the Fund has entered into a separate securities lending agreement, provided that the Fund executes such agreements as the Custodian may require in connection with such arrangements.

2.6          Foreign Exchange Transactions . (a) For the purpose of settling Securities and foreign exchange transactions, the Fund shall provide the Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient cash denominated in United States dollars to purchase the necessary foreign currency or (ii) sufficient applicable foreign currency, to settle the transaction. The Custodian shall provide the Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by the Custodian from Subcustodians, Depositories and Foreign Depositories. Such funds shall be in United States dollars or such other currency as the Fund may specify to the Custodian.

(b)          Any foreign exchange transaction effected by the Custodian in connection with this Agreement may be entered with the Custodian or a BNY Mellon Affiliate acting as a principal or otherwise through customary channels. The Fund may issue standing Instructions with respect to foreign exchange transactions, but the Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Fund.

SECTION 3 – CORPORATE ACTIONS

3.1          Custodian Notification . The Custodian shall notify the Fund or its designee of rights or discretionary corporate actions as promptly as practicable under the circumstances, provided that the Custodian has received notice of such right or discretionary corporate action from the relevant Subcustodian or Depository. Absent actual receipt of such notice, the Custodian shall have no liability for failing to so notify the Fund.

3.2            Direction . Whenever there are voluntary rights that may be exercised or alternate courses of action that may be taken by reason of the Fund’s ownership of Securities, the Fund or its designee shall be responsible for making any decisions relating thereto and for directing the Custodian to act. In order for the Custodian to act, it must receive Instructions using the Custodian generated form or clearly marked as instructions for the decision at the Custodian’s offices addressed as the Custodian may from time to time request, by such time as the Custodian shall advise the Fund or its designee. Absent the Custodian’s receipt of such Instructions by such deadline, the Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.

3.3            Voting Rights . All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. The Custodian will make available to the Fund proxy voting services upon the request of, and for the jurisdictions selected by, the Fund in accordance with terms and conditions to be mutually agreed upon by the Custodian and the Fund.

3.4            Partial Redemptions, Payments, Etc . The Custodian shall promptly advise the Fund or its designee upon its notification of a partial redemption, partial payment or other action with respect to a Security affecting fewer than all such Securities held within the Account. If the Custodian, any Subcustodian, Depository or Foreign Depository holds any Securities affected by one of the events described, the Custodian, Subcustodian, Depository or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.

SECTION 4 – SETTLEMENT OF TRADES

4.1            Payments . Promptly after each purchase or sale of Securities by the Fund, an Authorized Person shall deliver to the Custodian Instructions specifying all information necessary for the Custodian to settle such purchase or sale. For the purpose of settling purchases of Securities, the Fund shall provide the Custodian with sufficient immediately available funds for all such transactions by such time and date as conditions in the relevant market dictate.

4.2            Contractual Settlement and Income . The Custodian may, as a matter of bookkeeping convenience, credit an Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its receipt of final payment therefor. All such credits shall be conditional until the Custodian’s receipt of final payment and may be reversed by the Custodian to the extent that final payment is not received. The Custodian shall endeavor to notify the Fund as promptly as practicable under the circumstances of any such reversal. Payment with respect to a transaction will not be “final” until the Custodian shall have received immediately available funds that under applicable local law, rule and practice are irreversible and not subject to any security interest, levy or other encumbrance, and that are specifically applicable to such transaction.

4.3            Trade Settlement . Transactions will be settled using practices customary in the jurisdiction or market where the transaction occurs. When the Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. The Fund assumes responsibility for all risks involved in connection with the Custodian’s delivery of Securities pursuant to Authorized Instructions in accordance with local market practice.

SECTION 5 – dEPOSITS AND ADVANCES

5.1            Deposits . The Custodian may hold cash in Accounts or may arrange to have cash held by a BNY Mellon Affiliate or Subcustodian, or with a Depository or Foreign Depository . Where cash is on deposit with the Custodian, a Subcustodian or a BNY Mellon Affiliate, it will be subject to the terms of this Agreement and such deposit terms and conditions as may be issued by the Custodian or a BNY Mellon Affiliate or Subcustodian, to the extent applicable, from time to time, including rates of interest and deposit account access.

5.2            Sweep and Float . Cash may be swept as directed by the Fund or its investment adviser to investment vehicles offered by the Custodian or to other investment vehicles. Cash may be uninvested when it is received or reconciled to an Account after the deadline to be swept into a target vehicle, or when held for short periods of time related to transaction settlements. The Fund acknowledges that, as part of the Custodian’s compensation, the Custodian will earn interest on cash balances held by the Custodian, including disbursement balances and balances arising from purchase and sale transactions, as set forth in Schedule I.

5.3            Overdrafts and Indebtedness . The Custodian may, in its sole discretion, advance funds in any currency hereunder and the Custodian will endeavor to notify the Fund immediately if the Custodian will not cover an overdraft, provided however that its failure to do so will not impair its rights and remedies hereunder. If an overdraft occurs in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if the Fund is for any other reason indebted to the Custodian, the Fund agrees to repay the Custodian on demand or upon becoming aware of the amount of the advance, overdraft or indebtedness, plus accrued interest at the rate set forth in Schedule I, except that the Custodian will not be entitled to interest on any overdraft resulting from an error by the Custodian.

5.4            Securing Repayment . In order to secure repayment of the Fund’s obligations to the Custodian, the Fund hereby pledges and grants to the Custodian and agrees the Custodian shall have to the maximum extent permitted by law, a continuing first lien and security interest in, and right of setoff against: (a) all of the Fund’s right, title and interest in and to all Accounts in the Fund’s name and the Securities, cash and other property now or hereafter held in such Accounts (including proceeds thereof) and (b) any other property at any time held by the Custodian for the Fund. The Fund represents that it owns the Securities in the Account free and clear of all liens, claims and security interests, and that the first lien and security interest granted herein shall be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any other party (other than specific liens granted preferred status by statute). The Fund shall take any additional steps required to assure the Custodian of such priority security interest, including notifying third parties or obtaining their consent. The Custodian shall be entitled to collect from the Accounts sufficient cash for reimbursement, and if such cash is insufficient, to sell the Securities in the Accounts to the extent necessary to obtain reimbursement. With respect to the limited first lien and security interest granted herein, the Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect.

5.5            Setoff . The Custodian shall be entitled to debit any cash in the Accounts for any amount payable by the Fund in connection with any and all obligations of the Fund to the Custodian arising under this Agreement. In addition to the rights of the Custodian under applicable law and other agreements, at any time when the Fund shall not have honored any and all of its obligations to the Custodian, the Custodian shall have the right, to retain or set-off against such obligations of the Fund any cash the Custodian or a BNY Mellon Affiliate may directly or indirectly hold for the Fund, and any obligations (whether or not matured) that the Custodian or a BNY Mellon Affiliate may have to the Fund in any currency. Any such asset of, or obligation to, the Fund may be transferred to the Custodian and any BNY Mellon Affiliate in order to effect the above rights, except that the Custodian shall confer in good faith with the Fund to determine which assets should be transferred, if any, provide however that its failure to do so shall not impair its rights or remedies hereunder.

5.6            Bank Borrowings . If the Fund borrows money from any bank (including the Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by the Custodian hereunder as collateral for such borrowings, the Fund shall deliver to the Custodian Instructions specifying with respect to each such borrowing: (a) the name of the bank, (b) the amount of the borrowing, (c) the time and date, if known, on which the loan is to be entered into, (c) the total amount payable to the Fund on the borrowing date, and (e) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities. The Custodian shall deliver on the borrowing date specified in Instructions the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Instructions.  The Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. The Custodian shall deliver such Securities as additional collateral as may be specified in Instructions to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to the Custodian, and the Custodian shall receive from time to time such return of collateral as may be tendered to it.  In the event that the Fund fails to specify in Instructions, the name of the issuer of the Securities to be delivered as collateral by the Custodian or the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by the Custodian, the Custodian shall not be under any obligation to deliver any Securities.

SECTION 6 – SALE AND REDEMPTION OF SHARES

6.1            Sale of Shares . Whenever the Fund shall sell any shares issued by the Fund (“Shares”), it shall deliver to the Custodian Instructions specifying the amount of cash and/or Securities to be received by the Custodian for the sale of such Shares and specifically allocated to an Account for the Fund. Upon receipt of such proceeds, the Custodian shall credit such proceeds to an Account in the name of the Fund for which such proceeds were received.

6.2            Redemption of Shares for Cash . Except as provided hereinafter, whenever the Fund desires the Custodian to make payment out of the cash held by the Custodian hereunder in connection with a redemption of any Shares, it shall furnish to the Custodian Instructions specifying the total amount to be paid for such Shares. The Custodian shall make payment of such total amount to the transfer agent specified in such Instructions out of the cash held in an Account of the Fund.

6.3           Redemption of Shares.

a. Except as provided hereinafter, whenever the Fund desires the Custodian to make payment out of Securities held by the Custodian hereunder in connection with a redemption of any Shares, it shall furnish to the Custodian Instructions specifying:

(i)           the amount to be paid in Securities for such Shares and

(ii)          the Securities to be registered and delivered.

The Custodian shall make payment out of the Securities held in the separate account in the name of the Fund the total amount specified in the Instructions.

6.4           Check Redemptions . Notwithstanding the above provisions regarding the redemption of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by the Fund, the Custodian, unless otherwise instructed by Instructions, shall, upon presentment of such check, charge the amount thereof against the cash held in the Account of the Fund of the Shares being redeemed, provided, that if the Fund or its agent timely advises the Custodian that such check is not to be honored, the Custodian shall return such check unpaid.

SECTION 7 – PAYMENT OF DIVIDENDS AND DISTRIBUTIONS

7.1            Determination to Pay . Whenever the Fund shall determine to pay a dividend or distribution on Shares, it shall furnish to the Custodian Instructions setting forth the date of the declaration of such dividend or distribution, the total amount payable and the payment date.

7.2            Payment . Upon the payment date specified in such Instructions, the Custodian shall pay out of the cash held for the account of the Fund the total amount payable to the dividend agent of the Fund specified therein.

SECTION 8 – TAXES, REPORTS AND RECORDS

8.1            Tax Obligations . The Fund shall be liable for all taxes, assessments, duties and other governmental charges, including interest and penalties, with respect to any cash and Securities held on behalf of the Fund and any transaction related thereto. To the extent that the Custodian has received relevant and necessary information with respect to an Account, the Custodian shall perform the following services with respect to Tax Obligations:

a.           The Custodian shall promptly upon receipt of sufficient information from the Fund, which information has been requested by the Custodian as applicable, file, as applicable by market of investment and allowed by local law for exemptions, relief-at-source or tax reclaim refunds with respect to withheld foreign (non-United States) taxes in instances in which such claims are appropriate and use all available measures customarily used to minimize the imposition of foreign taxes at source and promptly inform the Fund of alternative means of minimizing such taxes of which the Custodian shall become aware (or with the exercise of reasonable care should have become aware);

b.           The Custodian shall withhold appropriate amounts, as required by United States tax laws, with respect to amounts received on behalf of nonresident aliens upon receipt of Instructions; and

c.           The Custodian shall provide to the Fund such information received by the Custodian that could, in the Custodian’s reasonable belief, assist the Fund or its designee in the submission of any reports or returns with respect to Tax Obligations. An Authorized Person shall inform the Custodian in writing as to which party or parties shall receive information from the Custodian.

8.2           Pricing and Other Data . In providing Market Data related to the Accounts in connection with this Agreement, the Custodian is authorized to use Data Providers. The Custodian may follow Authorized Instructions in providing pricing or other Market Data, even if such instructions direct the Custodian to override its usual procedures and Market Data sources. The Custodian shall be entitled to rely without inquiry on all Market Data (and all Authorized Instructions related to Market Data) provided to it, and the Custodian shall not be liable for any Losses incurred as a result of errors or omissions with respect to any Market Data utilized by the Custodian or the Fund hereunder. The Fund acknowledges that certain pricing or valuation information may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may be material. The Custodian shall not be required to inquire into the pricing of any Securities or other assets even though the Custodian may receive different prices for the same Securities or assets. Market Data may be the intellectual property of the Data Providers, which may impose additional terms and conditions upon the Fund’s use of the Market Data. The additional terms and conditions can be found in the Data Terms Website. The Fund agrees to those terms as they are posted in the Data Terms Website from time to time. Certain Data Providers may not permit the Fund’s directed price to be used. Performance measurement and analytic services may use different data sources than those used by the Custodian to provide Market Data for an Account, with the result that different prices and other Market Data may apply.

8.3           Statements and Reports . The Custodian shall make available to the Fund a monthly report of all transfers to or from the Accounts and a statement of all holdings in the Accounts as of the last Business Day of each month. The Fund may elect to receive certain information electronically through the Internet to an email address specified by it for such purpose. By electing to use the Internet for this purpose, the Fund acknowledges that such transmissions are not encrypted and therefore are not secure. The Fund further acknowledges that there are other risks inherent in communicating through the Internet such as the possibility of virus contamination and disruptions in service, and agrees that the Custodian shall not be responsible for any Losses suffered or incurred by the Fund or any person claiming by or through the Fund as a result of the use of such methods.

8.4            Review of Reports . If, within ninety (90) days after the Custodian makes available to the Fund a statement with respect to the Accounts, the Fund has not given the Custodian written notice of any exception or objection thereto, for which the Fund has knowledge of a loss, the statement shall be deemed to have been approved, and in such case, the Custodian shall not be liable for any claims concerning such statement. Losses for which a Fund has no knowledge remain subject to a claim against the Custodian.

8.5            Books and Records. The books and records pertaining to the Fund which are in possession of the Custodian shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the ‘40 Act and the rules thereunder. The Fund, or its authorized representatives, shall have access to such books and records during the Custodian’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by the Custodian to the Fund or its authorized representative. Upon the reasonable request of the Fund, the Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by the Custodian on a computer disc, or are similarly maintained.

8.7             Class Actions.

(i)          Upon receipt of a settled securities class action notification, the Custodian shall, as promptly as practicable under the circumstances, research its records under its control or in its possession to endeavor to identify the Fund’s interest, if any, with respect to any such class action notification.

(ii)         As promptly as practicable under the circumstances, upon identifying a class action notification it has received as pertinent to the Fund, the Custodian will provide the Fund with a written summary of each class action notification with such detail as it generally provides to similarly situated clients (together with the information under its control or in its possession with regard to the applicable securities holding of the Fund) and the cut-off time by which the Fund is required to inform the Custodian if it disagrees with the Custodian’s record of such securities holdings and/or securities transactions or wishes to instruct the Custodian not to file a claim on the Fund’s behalf. With respect to class actions arising prior to the effective date of this agreement, the Custodian will endeavor to provide the information set forth in this paragraph.

(iii)        Unless the Fund instructs the Custodian not to do so by the applicable cut-off time, the Custodian shall, as promptly as practicable under the circumstances, complete and file the required claim forms for the particular class action insofar as they relate to transactions or holdings for which the Custodian acted as custodian. The Custodian shall present with the claim any supporting information that it has under its control or in its possession and that is required as part of the filing as set out in the class action notification. If the claim requires information which the Custodian does not have under its control or in its possession, the Custodian shall, as promptly as practicable under the circumstances, notify the Fund in writing. The Custodian shall be authorized to disclose such information as may be reasonably required to complete and file such claims.

8.8            Required Disclosure. With respect to Securities issued in the United States, the Shareholders Communications Act of 1985 (the “Act”) requires the Custodian to disclose to issuers, upon their request, the name, address and securities position of the Custodian’s clients who are “beneficial owners” (as defined in the Act) of the issuer’s Securities, unless the beneficial owner objects to such disclosure. The Act defines a “beneficial owner” as any person who has or shares the power to vote a security (pursuant to an agreement or otherwise) or who directs the voting of a security. The Fund represents that it is the beneficial owner of the Securities. As beneficial owner it has designated below whether it objects to the disclosure of its name, address and securities position to any United States issuer that requests such information pursuant to the Act for the specific purpose of direct communications between such issuer and the Fund.

With respect to Securities issued outside the United States, the Custodian shall disclose information required by law, regulation, rules of a stock exchange or organizational documents of an issuer. The Custodian is also authorized to supply any information regarding the Accounts that is required by any law, regulation or rules now or hereafter in effect. The Fund agrees to supply the Custodian with any required information if it is not otherwise reasonably available to the Custodian.

Pursuant to this Section 8.8, as Beneficial Owner:

x The Fund objects to disclosure

¨ The Fund does not object to disclosure

IF NO BOX IS CHECKED, THE CUSTODIAN SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES A CONTRARY INSTRUCTION FROM THE FUND.

8.9            Tools . From time to time the Custodian may make available to the Fund or its agent(s) certain computer programs, products, services, reports or information (including, without limitation, information obtained by the Custodian from third parties and information reflecting the Custodian’s input, evaluation and interpretation) (collectively, “Tools”). Tools may allow the Fund or its agent(s) to perform certain analytic, accounting, compliance, reconciliation and other functions with respect to an Account. By way of example, Tools may assist the Fund or its agent(s) in analyzing the performance of investment advisers appointed by the Fund, determining on a post-trade basis whether transactions for an Account comply with the Fund’s investment guidelines, evaluating assets at risk and performing account reconciliations. Tools may be used only for the Fund’s internal purposes, and may not be resold, redistributed or otherwise made available to third parties. Tools are the sole and exclusive property of the Custodian and its suppliers. The Fund may not reverse engineer or decompile any computer programs provided by the Custodian comprising, or provided as a part of, any Tools. Information supplied by third parties may be incorrect or incomplete, and any information, reports, analytics or other services supplied by the Custodian that rely on information from third parties may also be incorrect or incomplete. All Tools are provided “AS IS”, whether or not they are modified to meet specific needs of the Fund and regardless of whether the Custodian is compensated by the Fund for providing such Tools. THE CUSTODIAN DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TOOLS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, THE CUSTODIAN AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS, COST, EXPENSE, DAMAGE, LIABILITY OR CLAIM SUFFERED OR INCURRED BY THE FUND, ITS AGENT(S) OR ANY OTHER PERSON AS A RESULT OF USE OF, INABILITY TO USE OR RELIANCE UPON ANY TOOLS.

SECTION 9 – provisions regarding the Custodian

9.1          Standard of Care . In performing its duties under this Agreement, the Custodian shall exercise reasonable care and diligence in accordance with the standards that a professional custodian would observe in these affairs. Any acknowledgement of risk or liability by the Fund herein is subject to the Custodian exercising the forgoing standard of care in carrying out its duties hereunder.

9.2          Limitation of Duties and Liability . Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:

a.           The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;

b.           The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except Losses arising out of the Custodian’s negligence, willful misconduct, lack of good faith or failure to exercise the standard of care set forth in Section 9.1;

c.           The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;

d.           The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account,

e.           The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment;

f.            The Custodian may obtain the advice of counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice provided however that its action or inaction must be consistent with its rights and obligations as expressly set forth hereunder;

g.           The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and

h.           The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash.

9.3          Losses . Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.

9.4           Force Majeure. Notwithstanding anything in this Agreement to the contrary, the Custodian shall not be responsible or liable for any failure to perform under this Agreement or for any Losses to any Account resulting from any event beyond the reasonable control of the Custodian.

9.5          Fees . The Fund shall pay to the Custodian the fees and charges as may be specifically agreed upon in writing, between the parties from time to time. The Fund shall also reimburse the Custodian for out-of-pocket expenses that are a normal incident of the services provided hereunder.

9.6          Indemnification .

(a)  The Fund shall indemnify and hold harmless the Custodian from and against all Losses, including reasonable counsel fees and expenses in third party suits and in a successful defense of claims asserted by the Fund, relating to or arising out of the performance of the Custodian’s obligations under this Agreement, except to the extent resulting from the Custodian’s negligence, willful misconduct, lack of good faith or failure to exercise the standard of care set forth in Section 9.1 in performing its duties and obligations under this Agreement. This provision shall survive the termination of this Agreement.

(b)  The Custodian shall indemnify and hold harmless the Fund from and against all losses, including reasonable counsel fees and expenses in third party suits and in a successful defense of claims asserted by the Custodian, relating to or arising from the Custodian’s negligence, willful misconduct, lack of good faith or failure to exercise the standard of care set forth in Section 9.1 in performing its duties and obligations under this Agreement, in all instances with such determinations having been made finally by an arbiter of competent jurisdiction. This provision shall survive the termination of this Agreement.

SECTION 10 – aMENDMENT; TERMINATION; ASSIGNMENT

10.1          Amendment . This Agreement may be amended only by written agreement between the Fund and the Custodian.

10.2          Termination . Either party may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of such notice. The Fund may at any time terminate this Agreement if the Custodian has materially breached its obligations under this Agreement and such breach has remained uncured for a period of thirty days after the Custodian’s receipt from the Fund of written notice specifying such breach. Upon termination hereof, the Fund shall pay to the Custodian such compensation as may be due to the Custodian, and shall likewise reimburse the Custodian for other amounts payable or reimbursable to the Custodian hereunder. The Custodian shall follow such reasonable Instructions concerning the transfer of custody of records, Securities and other items as the Fund shall give; provided that (a) the Custodian shall have no liability for shipping and insurance costs associated therewith and (b) full payment shall have been made to the Custodian of its compensation, costs, expenses and other amounts to which it is entitled hereunder. If any Securities or cash remain in any Account after termination, the Custodian may deliver to the Fund such Securities and cash. Except as otherwise provided herein, all obligations of the parties to each other hereunder shall cease upon termination of this Agreement.

10.3          Successors and Assigns . Neither the Fund nor the Custodian may assign this Agreement without the prior written consent of the other. Any entity that shall by merger, consolidation, purchase, or otherwise, succeed to substantially all the institutional custody business of the Custodian shall, upon succession and approval of the Fund, be and become the Custodian hereunder. This Agreement shall be binding upon, and inure to the benefit of, the Fund and the Custodian and their respective successors and permitted assigns.

SECTION 11 – aDDITIONAL PROVISIONS

11.1          Non-Custody Assets . As an accommodation to the Fund, the Custodian may provide consolidated recordkeeping services pursuant to which the Custodian reflects on statements securities and other assets not held by, or under the control of, the Custodian (“Non-Custody Assets”). Non-Custody Assets shall be designated on the Custodian’s books as “shares not held” or by other similar characterization. The Fund acknowledges and agrees that it shall have no security entitlement against the Custodian with respect to Non-Custody Assets, that the Custodian shall rely, without independent verification, on information provided by the Fund, its designee or the entity having custody regarding Non-Custody Assets (including but not limited to positions and market valuations), and that the Custodian shall have no responsibility whatsoever with respect to Non-Custody Assets or the accuracy of any information maintained on the Custodian’s books or set forth on account statements concerning Non-Custody Assets.

11.2          Appropriate Action . The Custodian is hereby authorized and empowered, in its sole discretion, to take any action with respect to an Account that it deems necessary or appropriate in carrying out the purposes of this Agreement.

11.3          Governing Law . This Agreement shall be construed in accordance with and governed by the substantive laws of the state of New York without regard to its conflicts of law provisions. The parties consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute hereunder. The Fund irrevocably waives any objection it may now or hereafter have to venue in such court and any claim that a proceeding brought in such court has been brought in an inconvenient forum. The parties hereby expressly waive, to the full extent permitted by applicable law, any right to trial by jury with respect to any judicial proceeding arising from or related to this Agreement. The parties agree that the establishment and maintenance of the Accounts, and all interests, duties and obligations with respect thereto, shall be governed by the laws of the state of New York.

11.4          Representations . Each party represents and warrants to the other party that it has full authority to enter into this Agreement upon the terms and conditions hereof and that the individual executing this Agreement on its behalf has the requisite authority to bind such party to this Agreement, and that the Agreement constitutes a binding obligation of such party enforceable in accordance with its terms.

11.5          USA PATRIOT Act . The Fund hereby acknowledges that the Custodian is subject to federal laws, including the Customer Identification Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Custodian must obtain, verify and record information that allows the Custodian to identify the Fund. Accordingly, prior to opening an Account hereunder, the Custodian will ask the Fund to provide certain information including, but not limited to, the Fund’s name, physical address, tax identification number and other information that will help the Custodian to identify and verify the Fund’s identity, such as organizational documents, certificate of good standing, license to do business or other pertinent identifying information. The Fund agrees that the Custodian cannot open an Account hereunder unless and until the Custodian verifies the Fund’s identity in accordance with the Custodian’s CIP.

11.6          Non-Fiduciary Status . The Fund hereby acknowledges and agrees that the Custodian is not a fiduciary by virtue of accepting and carrying out its obligations under this Agreement, is not acting as a collateral agent and has not accepted any fiduciary duties, responsibilities or liabilities with respect to its services hereunder.

11.7          Notices . Notices shall be in writing and shall be addressed to the Custodian or the Fund at the address set forth on the signature page or such other address as either party may designate in writing to the other party. All notices shall be effective upon receipt.

11.8          Entire Agreement . This Agreement, any related fee agreement constitute the entire agreement with respect to the matters dealt with herein, and supersede all previous agreements, whether oral or written, and documents with respect to such matters.

11.9          Necessary Parties . All of the understandings, agreements, representations and warranties contained herein are solely for the benefit of the Fund and the Custodian, and there are no other parties who are intended to be benefited by this Agreement.

11.10          Execution in Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and said counterparts when taken together shall constitute but one and the same instrument and may be sufficiently evidenced by one set of counterparts.

11.11      Confidentiality.

(a)          The Custodian agrees that, except as required by law, the Custodian will keep confidential all records and information in its possession relating to the Fund (“Fund Confidential Information”), will not disclose Fund Confidential Information to any person except at the request or with the consent of the Fund and will not use Fund Confidential Information except to perform its obligations under this Agreement. Fund Confidential Information shall include, but not be limited to, portfolio holdings and transaction counterparties.

(b)          The Custodian hereby represents and warrants it has implemented measures reasonably designed to safeguard Fund Confidential Information.

(c)          The Custodian acknowledges and agrees that the unauthorized use or disclosure of Fund Confidential Information may result in immediate and irreparable injury to the Fund, or to an affiliate thereof, for which monetary damages may not be adequate. Therefore, in the event that the Custodian or any subcontractor or any employee of the Custodian, or of any subcontractor, uses or discloses Fund Confidential Information in breach of the Custodian’s obligations under this Agreement, or in the Fund’s good faith opinion any such party is likely to use or disclose Fund Confidential Information in breach of the Custodian’s obligations under this Agreement, then the Fund shall, in addition to any other rights it may have under this Agreement or in law, be entitled to equitable relief, including, but not limited to, temporary and permanent injunctive relief and specific performance. In addition, the Custodian agrees that the Fund shall be entitled to recover any pecuniary gain realized by the Custodian from the unauthorized use or disclosure of any Fund Confidential Information.

(d)          The term “Fund Confidential Information” does not include information which: (1) becomes generally available to the public other than as a result of a disclosure by the Custodian, (2) was available to the Custodian on a non-confidential basis prior to its disclosure by the Fund or its agents, except, as the Fund may reasonably request the Custodian to maintain such information as Fund Confidential Information, to the extent the Custodian so agrees to such request, and (3) becomes available to the Custodian on a non-confidential basis from a source other than the Fund; provided, however, that such source is not known by the Custodian to be bound by a confidentiality agreement with the Fund.

(e)          Notwithstanding the foregoing, the Custodian may disclose Fund Confidential Information (a) to its and its affiliates’ directors, officers, employees and agents, including accountants and legal counsel (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Fund Confidential Information and instructed to keep such Fund Confidential Information confidential), (b) to the extent requested by any regulatory or governmental authority or required by any law or regulation, (c) to the extent required by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of any of its rights or obligations under this Agreement, provided that each such person agrees to maintain the confidentiality of such information on the terms set forth in this Section, or (f) with the consent of the Fund.

(f)          The Custodian may use Fund Confidential Information in the ordinary course of business to provide information based products and services to clients generally, including without limitation, (i) analyses of market trends and trading volumes, (ii) indices and analytic and measurement tools, and (iii) information memoranda and ‘white papers’; provided that, in all cases, information will be without attribution to the Fund and only in an aggregated form anonymously compiled with other clients’ or third-parties’ data.

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first set forth above.

Schedule I

[To be added]

Exhibit (g)(2)

FOREIGN CUSTODY MANAGER AGREEMENT

AGREEMENT made as of July 15, 2013 by and between Sequoia Fund, Inc. (the “Fund”) and The Bank of New York Mellon (“BNY”).

WITNESSETH:

WHEREAS , the Fund desires to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein;

WHEREAS , BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;

NOW THEREFORE , in consideration of the mutual promises hereinafter contained in this Agreement, the Fund and BNY hereby agree as follows:

ARTICLE I.
DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

1.           “Board” shall mean the board of directors of the Fund.

2.           “Eligible Foreign Custodian” shall have the meaning provided in the Rule.

3.           “Foreign Assets” shall have the meaning provided in the Rule.

4.           “Monitoring System” shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement.

5.           “Responsibilities” shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement.

6.           “Rule” shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended.

7.           “Specified Country” shall mean each country listed on Schedule I attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Fund has given settlement instructions to The Bank of New York Mellon as custodian (the “Custodian”) under the Amended and Restated Custody Agreement between Sequoia Fund, Inc. and the Bank of New York Mellon, dated as of May __, 2013 (“Custody Agreement”).

ARTICLE II.
BNY AS A FOREIGN CUSTODY MANAGER

1.          The Fund pursuant to resolutions adopted by the Board hereby delegates to BNY with respect to each Specified Country the Responsibilities.

2.          BNY accepts the Board’s delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Fund’s assets would exercise.

3.          BNY shall provide to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of the Fund’s foreign custody arrangements, but in no event less than quarterly, written reports notifying the Board of the placement of assets of the Fund with a particular Eligible Foreign Custodian within a Specified Country and, as promptly as practicable under the circumstances, notify the Board of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Fund with any such Eligible Foreign Custodian.

ARTICLE III.
RESPONSIBILITIES

1.          Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian to serve as foreign custodian and place and maintain the Fund’s Foreign Assets with such Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Fund held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Fund’s foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Fund’s assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Fund as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Fund with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) as promptly as practicable under the circumstances advise the Fund whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule and, in such case, BNY shall, in consultation with the Board, arrange for the withdrawal of the assets from the applicable Eligible Foreign Custodian as promptly as practicable under the circumstances.

2.          For purposes of Section 1 of this Article, BNY’s determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, “Country Risks” shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian’s use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country’s financial infrastructure; (c) such country’s prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

ARTICLE IV.
REPRESENTATIONS AND ADDITIONAL COVENANTS

1.          The Fund hereby represents that: (a) this Agreement has been duly authorized, executed and delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the Fund’s execution or performance of this Agreement; (b) this Agreement has been approved and ratified by the Board at a meeting duly called and at which a quorum was at all times present; and (c) the Board or the Fund’s investment adviser has considered the Country Risks associated with investment in each Specified Country and will have considered such risks prior to any settlement instructions being given to the Custodian with respect to any other country.

2.          BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY’s execution or performance of this Agreement; (c) BNY has established the Monitoring System; and (d) it is a U.S. Bank as defined in the Rule.

ARTICLE V.
CONCERNING BNY

1.          BNY shall not be liable for any costs, expenses, damages, liabilities or claims sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof or a breach by BNY of its representations, warranties or covenants contained herein. In no event shall BNY be liable to the Fund, the Board or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.

2.          The Fund shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities and claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY’s performance hereunder; provided that the Fund shall not be required to indemnify or hold harmless BNY from or against any such cost, expense, damage, liability or claim to the extent the same arises out of BNY’s failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof or BNY’s breach of its representations, warranties or covenants herein. The terms of this provision shall survive termination of this Agreement.

3.          BNY shall indemnify the Fund and hold it harmless from and against any and all losses, costs, expenses, damages, liabilities and claims, including attorneys’ and accountants’ fees, sustained or incurred by, or asserted against, the Fund by reason or as a result of BNY’s negligence, willful misconduct, lack of good faith or failure to exercise the standard of care set forth herein in performing its duties and obligations under this Agreement, in all instances with such determinations having been made finally by an arbiter of competent jurisdiction. The terms of this provision shall survive termination of this Agreement.

4.          For its services hereunder, the Fund agrees to pay to BNY such compensation and out-of-pocket expenses as set forth in writing between the parties from time to time.

5.          In no event shall BNY be liable for any Country Risks associated with investments in a particular country.

ARTICLE VI.
MISCELLANEOUS

1.          This Agreement constitutes the entire agreement between the Fund and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Fund and the Custodian shall affect the duties and obligations of BNY hereunder, except as provided in Section 8 below, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement.

2.          Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at One Wall Street, 25 ^th Floor, New York, New York 10286, or at such other place as BNY may from time to time designate in writing. All notices shall be effective upon receipt.

3.          Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if received by it at its offices at 767 Fifth Avenue, Suite 4701, New York, New York 10153, or at such other place as the Fund may from time to time designate in writing. All notices shall be effective upon receipt.

4.          In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other.

5.          This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and BNY hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

6.          The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement.

7.          This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

8.          This Agreement shall terminate simultaneously with the termination of the Custody Agreement, and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of such notice.

9.          BNY agrees that, except as required by law, BNY will keep confidential all records and information in its possession relating to the Fund (“Fund Confidential Information”), will not disclose Fund Confidential Information to any person except at the request or with the consent of the Fund and will not use Fund Confidential Information except to perform its obligations under this Agreement. Fund Confidential Information shall include, but not be limited to, portfolio holdings and transaction counterparties.

BNY hereby represents and warrants it has implemented measures reasonably designed to safeguard Fund Confidential Information.

BNY acknowledges and agrees that the unauthorized use or disclosure of Fund Confidential Information may result in immediate and irreparable injury to the Trust, the Fund, or to an affiliate thereof, for which monetary damages may not be adequate. Therefore, in the event that BNY or any subcontractor or any employee of BNY, or of any subcontractor, uses or discloses Fund Confidential Information in breach of BNY’s obligations under this Agreement, or in the Fund’s good faith opinion any such party is likely to use or disclose Fund Confidential Information in breach of the BNY’S obligations under this Agreement, then the Fund shall, in addition to any other rights it may have under this Agreement or in law, be entitled to equitable relief, including, but not limited to, temporary and permanent injunctive relief and specific performance. In addition, BNY agrees that the Fund shall be entitled to recover any pecuniary gain realized by BNY from the unauthorized use or disclosure of any Fund Confidential Information.

The term “Fund Confidential Information” does not include information which: (1) becomes generally available to the public other than as a result of a disclosure by BNY, (2) was available to BNY on a non-confidential basis prior to its disclosure by the Trust or its agents except, as the Trust may reasonably request BNY to maintain such information as Fund Confidential Information, to the extent BNY so agrees to such request, and (3) becomes available to BNY on a non-confidential basis from a source other than the Trust; provided, however, that such source is not known by BNY to be bound by a confidentially agreement with the Trust.

Notwithstanding the foregoing, BNY may disclose Fund Confidential Information (a) to its and its affiliates’ directors, officers, employees and agents, including accountants and legal counsel (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Fund Confidential Information and instructed to keep such Fund Confidential Information confidential), (b) to the extend requested by any regulatory or governmental authority or required by any law or regulation, (c) to the extent required by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of any of its rights or obligations under this Agreement, provided that each such person agrees to maintain the confidentiality of such information on the terms set forth in this Section, or (f) with the consent of the Trust.

BNY may use Fund Confidential Information in the ordinary course of business to provide information based products and services to clients generally, including without limitation, (i) analyses of market trends and trading volumes, (ii) indices and analytic and measurement tools, and (iii) information memoranda and ‘white papers’; provided that, in all cases, information will be without attribution to the Trust or the Funds and only in an aggregated form anonymously compiled with other clients’ or third parties’ data.

IN WITNESS WHEREOF , the Fund and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.

SCHEDULE I

Specified Countries

[To be provided]

Exhibit (h)(1)(b)

AMENDMENT

THIS AMENDMENT , effective as of May 17, 2014, is made by and between SEQUOIA FUND, INC. (the “Fund”) and DST SYSTEMS, INC. (f/k/a Data-Sys-Tance, Inc.) (“DST”).

WHEREAS, the Fund and DST have entered into the Service Agreement dated June 11, 1973, as amended (the “Agreement”), and the parties desire to amend the Agreement to include additional services to be provided by DST to the Fund;

NOW, THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged and in consideration of the mutual covenants herein contained, the parties hereby agree to amend the Agreement as follows:

1.          The following is added to the Agreement as a new Section 6.05:

“6.05         DST shall assist the Fund in fulfilling the Fund’s responsibilities under certain provisions of USA PATRIOT Act, Sarbanes-Oxley Act, Title V of Gramm Leach Bliley Act, Securities Act of 1933, Securities and Exchange Act of 1934, and 1940 Act, and the regulations under each of the foregoing, applicable to registered open-end management investment companies, and Regulation S-ID, by providing the services set forth in and complying with the terms of DST’s Compliance +™, as such may be amended from time to time as permitted herein (the “Compliance + Program”), a current copy of which has been provided to the Fund.

(a)          DST shall: (i) perform the services and procedures set forth in the Compliance + Program for the benefit of the Fund in accordance with the terms and conditions set forth in the Agreement and with disclosure in the Fund’s registration statement, including the Fund’s prospectus and statement of additional information (the “Registration Statement”), (ii) implement and maintain internal controls and procedures reasonably necessary to insure that its employees act in accordance with the Compliance + Program, and (iii) perform such additional services and procedures as agreed to with the Fund (such additional services and procedures, the “Client Compliance Procedures”).

(b)          DST’s obligations relating to the Compliance + Program shall be limited to those set forth in the Agreement, in the Compliance + Program and in the Client Compliance Procedures. For the avoidance of doubt, in the event of a conflict between (i) disclosure in the Registration Statement and (ii) the terms and conditions of the Agreement, the Compliance + Program, or Client Compliance Procedures, DST shall incorporate the conflicting provision from the Registration Statement into the Client Compliance Procedures upon the Fund’s written notice of such conflict to DST, and a reasonable amount of time to formulate a mutually agreeable process. Any obligations under the enumerated Acts and Regulations that DST has not agreed to perform on the Fund’s behalf under the Compliance + Program, the Client Compliance Procedures or under this Agreement shall remain the Fund’s sole obligation.

(c)          In connection with the enactment of Regulation S-ID:

(i)          DST shall assist the Fund in fulfilling the Fund’s responsibilities under Regulation S-ID by providing the services set forth in and complying with the terms of DST’s identity theft program for registered open-end management investment companies, as such may amended from time to time as permitted herein (the “Identity Theft Program”), a current copy of which has been provided to Fund.

(ii)         DST shall: (i) perform the services and procedures set forth in the Identity Theft Program for the benefit of the Fund in accordance with the terms and conditions set forth in this Agreement, (ii) perform such additional services and procedures as agreed to with the Fund (such additional services and procedures, the “Client Identity Theft Procedures”), and (iii) implement and maintain internal controls and procedures reasonably necessary to insure that DST’s employees act in accordance with the Identity Theft Program and the Client Identity Theft Procedures.

(iii)        DST’s obligations relating to the Identity Theft Program shall be limited to those set forth in the Agreement, the Identity Theft Program and the Client Identity Theft Procedures. For the avoidance of doubt, in the event of a conflict between (i) disclosure in the Registration Statement and (ii) the terms and conditions of the Agreement, the Identity Theft Program or the Client Identity Theft Procedures, DST shall incorporate the conflicting provision from the Registration Statement into the Client Identity Theft Procedures upon the Fund’s written notice of such conflict to DST, and a reasonable amount of time to formulate a mutually agreeable process.

(d)          DST reserves the right to make amendments to the Compliance + Program and the Identity Theft Program, provided that in no event shall any such amendment in any material way lessen the benefit of such Programs to the Fund. DST shall notify the Fund promptly in writing of any change to either Program and obtain the prior written consent of the Fund for any amendment that would have a material adverse affect on the services provided by DST to the Fund.

(e)          DST represents, warrants and agrees that the Compliance + Program and the Identity Theft Program are reasonably designed to prevent violation of the federal securities laws (as defined in Rule 38a-1) and Regulation S-ID by the Fund and DST with respect to the services provided to the Fund by DST.

(f)          With respect to the Compliance + Program and Identity Theft Program, DST will permit duly authorized governmental and self-regulatory examiners to make periodic inspections of its operations as such would involve Fund, and the Fund to obtain, inter alia , information and records relating to DST’s performance of its obligations under the Programs and to inspect DST’s operations for purposes of determining DST’s compliance with the Programs. The Fund shall pay any reasonable out-of-pocket third party record production costs incurred by DST arising from such examinations upon receipt of an accounting of such costs from DST.

(g)          Except as expressly amended hereby, the Agreement remains in full force and effect.

Exhibit (h)(2)

FINAL

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

THIS AGREEMENT is made as of June 30, 2014 by and between the Sequoia Fund, Inc. (the “Fund”), and BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation (“BNY Mellon”).

WITNESSETH :

WHEREAS, the Fund is an investment company registered under the Investment Company Act of 1940, as amended; and

WHEREAS, the Fund desires to retain BNY Mellon to provide the services described herein, and BNY Mellon is willing to provide such services, all as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

1.           Definitions.

Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below:

“ 1933 Act ” means the Securities Act of 1933, as amended.

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

“ 1940 Act ” means the Investment Company Act of 1940, as amended.

“ Authorized Person ” shall mean each person, whether or not an officer or an employee of the Fund, duly authorized by the Board to execute this Agreement and to give Instructions on behalf of the Fund as set forth in Exhibit A hereto and each Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by BNY Mellon and the Fund. From time to time the Fund may deliver a new Exhibit A to add or delete any person and BNY Mellon shall be entitled to reasonably rely on the last Exhibit A actually received by BNY Mellon.

“ BNY Mellon Affiliate ” shall mean any office, branch or subsidiary of The Bank of New York Mellon Corporation.

“ Board ” shall mean the Fund’s board of directors.

“ Confidential Information ” shall have the meaning given in Section 21 below.

“ Documents ” shall mean such other documents, including but not limited to, Board resolutions, including resolutions of the Fund’s Board authorizing the execution, delivery and performance of this Agreement, as BNY Mellon may reasonably request from time to time that are necessary for its provision of services under this Agreement.

" Instructions " shall mean Oral Instructions or written communications actually received by BNY Mellon by S.W.I.F.T., tested telex, letter, electronic mail, facsimile transmission or other method or system specified by BNY Mellon as available for use in connection with the services hereunder, from an Authorized Person or person believed in good faith to be an Authorized Person, pursuant to the terms of this Agreement.

“ Investment Advisor ” shall mean the entity identified by the Fund to BNY Mellon as the entity having investment responsibility with respect to the Fund.

“ Net Asset Value ” shall mean the per share value of the Fund, calculated in accordance with generally accepted accounting principles in the United States and in accordance with the Fund’s policy and valuation procedures, as may be more fully described in the Fund’s Offering Materials.

“ Offering Materials ” shall mean the Fund’s currently effective prospectus and statement of additional information, including effective amendments thereto.

“ Oral Instructions ” shall mean oral instructions received by BNY Mellon under permissible circumstances specified by BNY Mellon, in its sole discretion, as being from an Authorized Person or person believed in good faith by BNY Mellon to be an Authorized Person, pursuant to the terms of this Agreement.

“ Organizational Documents ” shall mean the Fund’s charter and bylaws, material contracts, Offering Materials, all SEC exemptive orders issued to the Fund, required filings or similar documents of formation or organization, as applicable, copies of which have been delivered to and received by BNY Mellon.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Laws ” means the 1933 Act, the 1934 Act and the 1940 Act.

“ Shares ” means the shares of common stock of the Fund.

2.           Appointment.

The Fund hereby appoints BNY Mellon as its agent for the term of this Agreement to perform the services described herein. BNY Mellon hereby accepts such appointment and agrees to perform the duties hereinafter set forth.

3.           Representations and Warranties.

The Fund hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that:

(a)          It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(b)          This Agreement has been duly authorized, executed and delivered by the Fund in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms;

(c)          It conducts its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business, and there is no statute, regulation, rule, order or judgment binding on the Fund and no provision of its charter and bylaws, or any contract binding on it or affecting its property that would prohibit its execution or performance of this Agreement;

(d)          The method of valuing portfolio securities and other assets of the Fund and the method of computing the Net Asset Value is set forth in the Offering Materials of the Fund or in the Fund’s valuation policies and procedures;

(e)          The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Investment Advisor or sponsor of the Fund in connection with this Agreement, have been fully disclosed to the Board of the Fund and that, if required by applicable law, such Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits;

(f)          Each person named on Exhibit A hereto is duly authorized by such Fund to be an Authorized Person hereunder;

(g)          Without limiting the provisions of Section 21 below, the Fund shall treat as confidential the terms and conditions of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) as required by applicable law; (ii) to its employees, regulators, examiners, internal and external accountants, auditors and counsel, (iii) for a summary description of this Agreement in the Offering Materials, (iv) to any other person when required by a court order or legal process, or (v) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, internal and external accountants, auditors and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder;

(h)          The Fund shall promptly notify BNY Mellon in writing of any legal proceeding or securities investigation filed or commenced against the Fund that may, in the Fund’s sole discretion, relate to the services provided by BNY Mellon under this Agreement; and

(i)          The Fund acknowledges for itself and its users that certain information provided by BNY Mellon on its websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its users. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, the Fund, on behalf of itself and its users, further agrees not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor. (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission.)

4.           Representations and Warranties of BNY Mellon

BNY Mellon hereby represents and warrants to the Fund, which representations and warranties shall be deemed to be continuing, that:

(a)          It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(b)          This Agreement has been duly authorized, executed and delivered by BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms;

(c)          BNY Mellon has compliance policies and procedures reasonably designed to ensure compliance with applicable “federal securities laws” as that term is defined in Rule 38a-1 under the 1940 Act, and will upon request provide reports and certifications in a mutually agreed upon form to the Fund’s Chief Compliance Officer or other officer regarding the foregoing;

(d)          BNY Mellon employees with access to the Fund’s portfolio holdings are subject to BNY Mellon’s Personal Securities Trading Policy which is reasonably designed to detect trading activity in violation of applicable laws and regulations as they relate to BNY Mellon’s provision of the services contemplated by this Agreement;

(e)          BNY Mellon has an insurance policy covering directors’ and officers’ errors and omissions in effect in an amount that is appropriate in light of its duties and responsibilities hereunder, and upon the Fund’s request, BNY Mellon shall provide to the Fund evidence of such policy and the amount of coverage;

(f)          BNY Mellon conducts its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory licenses and approvals necessary to carry on its business, and there is no statute, rule, regulation, order or judgment binding on BNY Mellon and no provision of its charter, bylaws or any contract binding on it or affecting its property that would prohibit its execution or performance of this Agreement; and

(g)          BNY Mellon has developed and implemented commercially reasonable business continuity and disaster recovery policies, procedures and facilities (the “Disaster Recovery Plan and Back-Up System”) that, at all times, satisfy the requirements of its regulators and all applicable law, rules, and regulations.

5.           Delivery of Documents.

The Fund shall promptly provide, deliver or cause to be delivered from time to time to BNY Mellon the Fund’s Organizational Documents, Documents and other materials used in the distribution of Shares and all amendments thereto as may be necessary for BNY Mellon to perform its duties hereunder. BNY Mellon shall not be deemed to have notice of any information (other than information supplied by BNY Mellon) contained in such Organizational Documents, Documents or other materials until they are actually received by BNY Mellon. Such delivery may be made by electronic mail to an address provided by BNY Mellon for such delivery.

6.           Matters Regarding BNY Mellon.

(a)          Subject to the direction and control of the Fund’s Board and the provisions of this Agreement, BNY Mellon shall provide to the Fund the administrative, valuation and computation and other services listed on Schedule I attached hereto.

(b)          In performing hereunder, BNY Mellon shall provide, at its expense, office space, facilities, equipment and personnel.

(c)          BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of the Fund, distribution of shares of the Fund, maintenance of the Fund’s financial records (except to the extent specifically set forth in this Agreement), or other services normally performed by the Fund’s counsel or independent auditors, and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Fund or any other person, and the Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or legal advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. The scope of services provided by BNY Mellon under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Fund, unless the Fund and BNY Mellon expressly agree in writing to any such increase in the scope of services.

(d)          The Fund shall cause its officers, advisors, sponsor, distributor, legal counsel (subject to any applicable privileges), independent auditors and accountants, transfer agent and any other service providers to cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to the Fund as is within the possession or knowledge of such persons, and which in the reasonable opinion of BNY Mellon, is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to BNY Mellon by any of the aforementioned persons. Subject to Section 9 below, BNY Mellon shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund to cause any information, documents or advice to be provided to BNY Mellon as provided herein and shall be held harmless by the Fund when acting in reliance upon such information, documents or advice relating to such Fund. All fees or costs charged by such persons shall be borne by the Fund, and BNY Mellon shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by BNY Mellon of its duties hereunder. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by the Fund, or by any affiliate of such Fund or by any other third party service provider to the Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized or subscribed to by BNY Mellon which BNY Mellon in its commercially reasonable judgment deems reliable, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information.

(e)          Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, that notwithstanding this paragraph, BNY Mellon may not use the Fund’s or any of its affiliates’ proprietary or confidential information in providing such services to such other third parties.

(f)          The Fund shall furnish BNY Mellon with any and all instructions, explanations, information, specifications and documentation deemed reasonably necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, valuation procedures describing the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses, and the value of any securities lending related collateral investment account(s). BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes unless the Fund shall have specified to BNY Mellon in Instructions the precise amount of the same to be included in liabilities and expenses or used to reduce Net Asset Value. Upon the request of BNY Mellon, the Fund shall furnish BNY Mellon with bid, offer or market values of securities when BNY Mellon notifies the Fund that the same are not available to BNY Mellon from a security pricing or similar service utilized, or subscribed to, by BNY Mellon that the Fund directs BNY Mellon to utilize. At any time and from time to time, the Fund also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to use such information in its calculations hereunder. BNY Mellon shall use the particular securities pricing or similar services as may be specified by the Fund, however, BNY Mellon shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Fund.

(g)          BNY Mellon may apply to an Authorized Person of the Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for the Fund, and, subject to its carrying out such Instructions in accordance with its standard of care as set forth in this Agreement, BNY Mellon shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such Instructions. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken.

(h)          The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) the Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund other than information concerning shareholders of the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers, each of which is subject to confidentiality obligations with respect to such information, as such disclosure relates to the overall servicing of the Fund by the BNY Mellon Group, and (ii) BNY Mellon may store the names and business contact information of the Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers, as such storage relates to the overall relationship between the Fund and the BNY Mellon Group. The BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group, and notwithstanding anything in this Agreement to the contrary the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies the Customer-Related Data of the Fund. The Fund confirms that it is authorized to consent to the foregoing and the disclosure and storage of information in connection with the Centralized Functions, but, for the avoidance of doubt, not BNY Mellon Group’s distribution of any Customer-Related Data.

(i)          BNY Mellon may, with respect to questions of law that are not ordinary course, obtain the advice of mutually agreed upon counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice where in the opinion of counsel any such action or inaction would result in a violation of law, rule or regulation. If BNY Mellon is in doubt as to any action it should or should not take, BNY Mellon may request further directions or advice, including Oral Instructions or Written Instructions, from the Fund’s Authorized Person. In the event of a conflict between directions or advice or Oral Instructions or Written Instructions BNY Mellon receives from the Fund’s Authorized Person and the advice BNY Mellon receives from counsel, BNY Mellon may rely upon and follow the advice of counsel.

(j)          Except as otherwise set forth in this Agreement, BNY Mellon shall have no duty or obligation with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Fund of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by a Fund to its shareholders; or (iv) the effect under any federal, state or foreign income tax laws of a Fund making or not making any distribution or dividend payment, or any election with respect thereto. Further, BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. Except as otherwise provided in the Agreement, BNY Mellon is solely responsible for processing the securities identified in the prior sentence, as identified by the Fund or its Authorized Persons, in accordance with U.S. tax laws and regulations.

(k)          BNY Mellon shall have no duties or responsibilities whatsoever with respect to the services provided under the Agreement except the duties and responsibilities set forth in the Agreement, which includes the Exhibits, Appendices and Schedules attached hereto, and no covenants or obligations, except for the covenants and obligations set forth in the Agreement, shall be implied against BNY Mellon in connection with the Agreement.

(l)          BNY Mellon, in performing the services required of it under the terms of this Agreement and subject to its standard of care as set forth in the Agreement, shall be entitled to rely in good faith on the accuracy and validity of any and all Instructions, explanations, information, specifications, Documents and documentation furnished to it by the Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such Instructions, explanations, information, specifications, Documents or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of the Fund’s liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of securities; and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of the Fund.  In the event BNY Mellon’s computations under the Agreement rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY Mellon which the Fund directs BNY Mellon to utilize, and which BNY Mellon in its good faith and in its commercially reasonable judgment deems reliable, BNY Mellon, subject to its standard of care, shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by the Fund or any third party described in this sub-section (l) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers.

(m)          BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by the Fund.

(n)          Neither the Fund nor BNY Mellon shall be responsible for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) which occur directly or indirectly by reason of circumstances beyond the party’s reasonable control in the performance of its duties and obligations under this Agreement, including, without limitation, labor difficulties within or without the Fund or BNY Mellon, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss or malfunctions of utilities, action or inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by a third party, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above.  Neither party shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than the party to supply any instructions, explanations, information, specifications or documentation deemed necessary by the party in the performance of its duties and obligations under this Agreement.

(o)          BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by BNY Mellon's own intentional misconduct, bad faith, negligence or reckless disregard in the performance of its duties under this Agreement.

(p)          BNY Mellon will furnish to the Fund, as frequently as it is performed which shall be in the sole discretion of BNY Mellon, a copy of the report it receives in accordance with Statements on Standards for Attestation Engagements No. 16 (the “SSAE Report”) related to the services provided pursuant to this Agreement.

(q)          BNY Mellon shall cooperate with the Fund’s independent public accountants and shall take all reasonable actions in the performance of its obligations under this Agreement to provide such information, as may be reasonably requested by the Fund from time to time, to such accountants for the expression of their opinion.

(r)          BNY Mellon shall maintain levels and types of insurance coverage including, without limitation, errors and omissions, fidelity bond and electronic data processing coverage, which are determined by its board of directors/trustees to be appropriate for its business, and such types and levels of coverage are consistent with the types and levels maintained in the industry by other high quality fund administrators for registered investment companies.

7.           Allocation of Expenses.

Except as otherwise provided herein, all costs and expenses arising or incurred in connection with the performance of this Agreement shall be paid by the Fund.

8.           Portfolio Compliance Services.

(a)          If Schedule I contains a requirement for BNY Mellon to provide the Fund with portfolio compliance services, such services shall be provided pursuant to the terms of this Section 8 (the “Portfolio Compliance Services”). The precise compliance review and testing services to be provided shall be as directed by the Fund and as mutually agreed between BNY Mellon and the Fund, and the results of BNY Mellon’s Portfolio Compliance Services shall be detailed in a portfolio compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. BNY Mellon shall have no responsibility or obligation to provide Portfolio Compliance Services other that those services specifically listed in Schedule I.

(b)          The Fund will examine each Compliance Summary Report delivered to it by BNY Mellon and notify BNY Mellon of any error, omission or discrepancy within fifteen (15) days of its receipt. The Fund agrees to notify BNY Mellon promptly if it fails to receive any such Compliance Summary Report. The Fund further acknowledges that unless it notifies BNY Mellon of any error, omission or discrepancy within fifteen (15) days, such Compliance Summary Report shall be deemed final and shall not be reissued. In addition, if the Fund learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Fund will notify BNY Mellon of such condition promptly after discovery thereof.

(c)          While BNY Mellon will endeavor to identify out-of-compliance conditions, BNY Mellon does not and could not for the fees charged, make any guarantees, representations or warranties with respect to its ability to identify all such conditions. In the event of any errors or omissions in the performance of Portfolio Compliance Services, in the absence of a breach of BNY Mellon’s standard of care as set forth below the Fund’s sole and exclusive remedy and BNY Mellon’s sole liability shall be limited to re-performance by BNY Mellon of the Portfolio Compliance Services affected and in connection therewith the correction of any error or omission, if practicable, and the preparation of a corrected report, at no cost to the Fund.

9.           Rule 38a-1 and Regulatory Administration Services.

(a)          If Schedule I contains a requirement for BNY Mellon to provide the Fund with compliance support services related to Rule 38a-1 promulgated under the 1940 Act and/or Regulatory Administration services, such services shall be provided pursuant to the terms of this Section 9 (such services, collectively hereinafter referred to as the “Regulatory Support Services”).

(b)          Notwithstanding anything in this Agreement to the contrary, the Regulatory Support Services provided by BNY Mellon under this Agreement are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Fund or any other person.

(c)          All work product produced by BNY Mellon as outlined at Schedule I in connection with its provision of Regulatory Support Services under this Agreement is subject to review and approval by the Fund and by the Fund’s legal counsel, where applicable. The Regulatory Support Services performed by BNY Mellon under this Agreement will be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.

10.          Standard of Care; Indemnification.

(a)          Except as otherwise provided in the Agreement, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own bad faith, negligence, willful misconduct or reckless disregard of its obligations and duties hereunder. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, in good faith reliance on incomplete or inaccurate specifications or other information furnished by the Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s bad faith, negligence, willful misconduct or reckless disregard in the performance of its duties hereunder.

(b)          Notwithstanding any other provision herein, BNY Mellon agrees to reimburse the Fund or its shareholders, as applicable, in accordance with (i) or (ii) below for losses and reasonable reprocessing costs incurred by the Fund or its shareholders resulting directly from a BNY Mellon error in calculating the net asset value per share for the Fund (a “NAV error”), provided that the NAV error amount (i.e., the difference between the original NAV per share and the recalculated NAV per share) meets a materiality threshold of at least one-tenth of one percent per share (equivalent to one (unrounded) whole cent on $10 of NAV per share):

(i)          If the NAV error amount is less than ½ of 1% of the recalculated NAV per share, no reprocessing of shareholder accounts is performed. BNY Mellon shall reimburse the Fund for the Fund’s net loss, if any, the Fund would retain any net gain resulting from the error; or

(ii)         If the NAV error amount is equal to or greater than ½ of 1% of the recalculated NAV per share, reprocessing would occur to correct shareholder accounts. BNY Mellon shall reimburse the Fund for losses retained by shareholders who fully liquidate their shareholder account(s) at the erroneous share price related to the NAV error; such losses are deemed non-recoverable for the purposes of this Section 10(b). In addition, BNY Mellon shall reimburse the Fund for associated reasonable reprocessing costs incurred during the error period arising from the Fund’s reimbursement of shareholders, after taking into account applicable shareholder account adjustments.

(c)          The Fund shall indemnify and hold harmless BNY Mellon and any BNY Mellon Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by the Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNY Mellon or any BNY Mellon Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate without bad faith, negligence, willful misconduct or reckless disregard of its duties hereunder, or in reasonable reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter may have been altered, changed, amended or repealed, (ii) the Fund’s Offering Materials or Documents (excluding information provided by BNY Mellon), (iii) any Instructions, or (iv) arising out of transactions or other activities of the Fund which occurred prior to the commencement of this Agreement; provided, that the Fund shall not indemnify BNY Mellon or any BNY Mellon Affiliate for costs, expenses, damages, liabilities or claims for which BNY Mellon or any BNY Mellon Affiliate is liable under the Agreement. This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement with respect to the Fund. Without limiting the generality of the foregoing, the Fund shall indemnify BNY Mellon and any BNY Mellon Affiliate against and save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following:

  I.         Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by any third party described above or by or on behalf of the Fund;

 II.         Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Fund or otherwise without bad faith, negligence, willful misconduct or reckless disregard of its duties hereunder;

III.         Any improper use by the Fund or its agents, distributor or investment advisor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement;

 IV.        The method of valuation of the securities and the method of computing the Fund’s Net Asset Value (but not BNY Mellon’s computation of the Fund’s Net Asset Value based on such methods); and

 V.         Any valuations of the Fund’s portfolio securities, other assets or the Net Asset Value provided to BNY Mellon by the Fund.

(d)          BNY Mellon shall indemnify and hold the Fund harmless from and against, any and all costs, expenses, damages, liabilities and claims (including claims asserted by BNY Mellon), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred by the Fund and arising or resulting directly from BNY Mellon’s bad faith, negligence, or willful misconduct in the performance of its services under this Agreement, or reckless disregard of its obligations and duties under the Agreement. This indemnity shall be a continuing obligation of BNY Mellon, its successors and assigns, notwithstanding the termination of this Agreement.

(e)          Notwithstanding any other provision of this Agreement, in no event shall either BNY Mellon (which shall include for this provision, any BNY Mellon Affiliate) or the Fund be liable to the other party or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action.

(f)          In order that the indemnification provisions contained in this Section 10 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other party, the indemnified party shall promptly notify the indemnifying party of such assertion, and shall keep the indemnifying party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or in the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify the indemnified party except with the indemnifying party’s prior written consent. In no event will a party be liable for any settlement of any action or claim effected without its prior written consent.

(g)          Actions taken or omitted in good faith reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be from an Authorized Person, or upon the opinion of legal counsel for the Fund or BNY Mellon’s own counsel, shall be conclusively presumed to have been taken or omitted in good faith.

(h)          The terms of this Section 10 shall survive the termination of this Agreement.

11.          Compensation.

For the services provided hereunder, the Fund agrees to pay BNY Mellon such compensation as is mutually agreed to in writing by the Fund and BNY Mellon from time to time and such out-of-pocket expenses ( e.g. , telecommunication charges, postage and delivery charges, costs of independent compliance reviews, record retention costs, reproduction charges and transportation and lodging costs) as are incurred by BNY Mellon in performing its duties hereunder. Except as hereinafter set forth, compensation shall be calculated and accrued daily and paid monthly. BNY Mellon shall deliver to the Fund invoices for services rendered and upon providing its approval, the Fund authorizes BNY Mellon to debit the Fund’s custody account for all amounts due and payable hereunder. Upon termination of this Agreement before the end of any month, the compensation for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the effective date of termination of this Agreement. For the purpose of determining compensation payable to BNY Mellon, the Fund’s Net Asset Value shall be computed at the times and in the manner specified in the Fund’s Offering Materials.

12.          Records; Visits.

(a)          The books and records pertaining to the Fund that are in the possession or under the control of BNY Mellon or were created or maintained for the Fund by BNY Mellon in connection with its services under the Agreement shall be the property of the Fund. The Fund and Authorized Persons shall have access to the books and records at all times during BNY Mellon’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by BNY Mellon to the Fund or to an Authorized Person, at the Fund’s expense.

(b)          BNY Mellon shall make, maintain and keep in accordance with Section 31 and the rules thereunder all books and records with respect to the Fund’s books of account, records of the Fund’s securities transactions and all other books and records of the Fund arising in connection with its services under this Agreement.

13.          Term of Agreement.

(a)          This Agreement shall be effective on the date first written above and, unless terminated pursuant to its terms, shall continue until 11:59 PM (Eastern time) on the date which is the third anniversary of the effective date (the “Initial Term”), at which time this Agreement shall terminate, unless renewed in accordance with the terms hereof.

(b)          This Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”), unless the Fund or BNY Mellon gives written notice to the other party of its intent not to renew and such notice is received by the other party not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term (a "Non-Renewal Notice"). In the event a party provides a Non-Renewal Notice, this Agreement shall terminate with respect to the relevant Fund at 11:59 PM (Eastern time) on the last day of the Initial Term or Renewal Term, as applicable.

(c)          If the Fund or BNY Mellon materially breaches this Agreement (a “Defaulting Party”) the other party (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party ("Breach Notice"), and if such material breach shall not have been remedied within thirty (30) days after the Breach Notice is given, then the Non-Defaulting Party may terminate this Agreement by giving written notice of termination to the Defaulting Party ("Breach Termination Notice"), in which case this Agreement shall terminate as of 11:59 PM (Eastern time) on the 30th day following the date the Breach Termination Notice is given, or such later date as may be specified in the Breach Termination Notice (but not later than the last day of the Initial Term or then-current Renewal Term, as appropriate). In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.

(d)          Notwithstanding anything contained in this Agreement to the contrary, (i) if in connection with a Change in Control (defined below) the Fund gives notice to BNY Mellon terminating this Agreement or terminating it as the provider of any of the services hereunder or (ii) if the Fund otherwise terminates this Agreement, except for a termination by the Fund pursuant to Section 13(c) above, or terminates any of the services hereunder, during the first twelve (12) months of the Initial Term, the following terms shall apply:

(i)          Before the effective date of the Early Termination and before any conversion of Fund records and accounts to a successor service provider, the Fund shall pay to BNY Mellon an amount equal to all fees and other amounts (“Early Termination Fee”) calculated as if BNY Mellon were to provide all services hereunder for twelve (12) months, less an amount equal to any fees already paid to and received by BNY Mellon. The Early Termination Fee shall be calculated using the average of the monthly fees and other amounts due to BNY Mellon under this Agreement during the last three calendar months before the date of the notice of Early Termination (or, if not given, the date services are terminated hereunder).

(ii)         The Fund expressly acknowledges and agrees that the Early Termination Fee is not a penalty but reasonable reimbursement to BNY Mellon for on-boarding related costs.

(iii)        For the purposes of this Section 13(d), “Change in Control” means a merger, consolidation, adoption, acquisition, change in control, re-structuring or re-organization of or any other similar occurrence involving the Fund or any affiliate of the Fund.

(e)          Notwithstanding any other provision of this Agreement, either party may in its sole discretion terminate this Agreement immediately with respect the other party by sending notice thereof to the other party upon the happening of any of the following: (i) the other party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against the other party any such case or proceeding; (ii) the other party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for the other party or any substantial part of its property or there is commenced against the other party any such case or proceeding; (iii) the other party makes a general assignment for the benefit of creditors; or (iv) the other party admits in any recorded medium, written, electronic or otherwise, its inability to pay its debts as they come due (collectively, such events are “For Cause Events”). The terminating party may exercise its termination right under this Section 13(e) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right. Any exercise by a party of its termination right under this Section 13(e) shall be without any prejudice to any other remedies or rights available to the party and shall not be subject to any fee or penalty, whether monetary or equitable. Notwithstanding the provisions of Section 19 below, notice of termination under this Section 13(e) shall be considered given and effective when given, not when received.

14.          Amendment.

This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and the Fund, and authorized or approved by the Fund’s Board. Notwithstanding any other provisions contained in this Agreement, the Fund may, without BNY Mellon’s consent, amend Exhibit A to change Authorized Persons, and provided further that the Fund provides at least thirty (30) days’ notice to BNY Mellon of each such amendment to Exhibit A.

15.          Assignment; Subcontracting.

(a)          This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by the Fund without the written consent of BNY Mellon, or by BNY Mellon without the written consent of the Fund.

(b)          Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the Fund thirty (30) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may, with written notice to the Fund, subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement, but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement, but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the Fund and (B) limit BNY Mellon’s liability such that BNY Mellon shall only be liable for failure to reasonably select, monitor and retain such unaffiliated third party approved by the Fund, and BNY Mellon shall have no liability for any acts or omissions to act of such unaffiliated third party; and (iv) BNY Mellon, in the course of providing certain additional services requested by the Fund, including but not limited to, Typesetting, Money Market Fund or eBoard Book services (“Vendor Eligible Services”) as further described in Schedule I, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect, and shall only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and the Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.

(c)          As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Fund will pay to BNY Mellon such fees as may be agreed to in writing by the Fund and BNY Mellon. In turn, BNY Mellon will be responsible for paying the Vendor’s fees. For the avoidance of doubt, BNY Mellon anticipates that the fees it charges hereunder will be more than the fees charged to it by the Vendor, and BNY Mellon will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the Vendor as compensation for the additional services provided by BNY Mellon in the course of making the Vendor Eligible Services available to the Fund.

16.          Governing Law; Consent to Jurisdiction.

This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. BNY Mellon and the Fund hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder, and waive to the fullest extent permitted by law their right to a trial by jury. To the extent that in any jurisdiction the Fund may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the Fund irrevocably agrees not to claim, and it hereby waives, such immunity.

17.          Severability; No Third Party Beneficiaries.

In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. Unless otherwise provided for in this Agreement and subject to applicable law, a person who is not a party to this Agreement shall have no rights to enforce any provision of this Agreement, and no Fund shall have a right to enforce any provision of this Agreement as it relates to another Fund. BNY Mellon shall not be responsible for any costs or fees charged to a Fund or an affiliate of a Fund by consultants, counsel, auditors, public accountants or other service providers retained by the Fund or any such affiliate.

18.          No Waiver.

Each and every right granted to BNY Mellon or the Fund under the Agreement or under any other document delivered under the Agreement or in connection with the Agreement, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of BNY Mellon or the Fund to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by BNY Mellon or the Fund of any right preclude any other or future exercise thereof or the exercise of any other right.

19.          Notices.

All notices, requests, consents and other communications pursuant to this Agreement in writing shall be sent as follows:

if to the Fund, at

Sequoia Fund, Inc.

9 West 57 ^th Street

Suite 5000

New York, NY 10019-2701

Attn: Paul Greenberg

if to BNY Mellon, at

BNY Mellon
103 Bellevue Parkway
Wilmington, Delaware 19809
Attention: Head of U.S. Fund Accounting

with a copy to:

The Bank of New York Mellon
One Wall Street
New York, New York 10286
Attention: Legal Dept. – Asset Servicing

or at such other place as may from time to time be designated in writing. Notices hereunder shall be effective upon receipt.

20.          Counterparts .

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts together shall constitute only one instrument.

21.          Confidentiality .

BNY Mellon shall keep confidential any information relating to the Fund’s business and shareholders and the Fund shall keep confidential any information relating to BNY Mellon’s business (each, “Confidential Information”), except as expressly agreed in writing by the protected party. Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing or investment strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans and internal performance results relating to the past, present or future business activities of the Fund or BNY Mellon and their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or BNY Mellon a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, as between BNY Mellon and the Fund information shall not be Confidential Information and shall not be subject to such confidentiality obligations if it: (a) is already known to the receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (d) is released by the protected party to a third party without restriction; (e) is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory authority request or law; (f) is relevant to the defense of any claim or cause of action asserted against the receiving party; (g) is Fund information provided by BNY Mellon in connection with an independent third party compliance or other review; (h) is released in connection with the provision of services under this Agreement; or (i) has been or is independently developed or obtained by the receiving party. BNY Mellon represents and warrants that it has established and maintains policies and measures reasonably designed to protect the confidentiality of customer information, and will subject information provided hereunder by the Fund, the Fund’s investment advisor or any of their affiliates to such policies and measures. Nothing in this Agreement shall be deemed to authorize BNY Mellon to waive attorney-client, work product or other legal privilege by or on behalf of the Fund, the Fund’s investment advisor or any of its affiliates. Provisions authorizing the disclosure of information shall survive any termination of this Agreement. The obligations set forth in this Section 21 shall survive any termination of this Agreement for a period of one (1) year after such termination.

22.          Non-Solicitation .

During the term of this Agreement and for one (1) year after its termination by either party or expiration, the Fund shall not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of BNY Mellon’s employees, and the Fund shall cause the Fund’s sponsor and any affiliates of the Fund to not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of BNY Mellon’s employees. To “knowingly” solicit, recruit or hire within the meaning of this provision does not include, and therefore does not prohibit, solicitation, recruitment or hiring of a BNY Mellon employee by a Fund, the Fund’s sponsor or an affiliate of the Fund if the BNY Mellon employee was identified by such entity solely as a result of the BNY Mellon employee’s response to a general advertisement by such entity in a publication of trade or industry interest or other similar general solicitation by such entity.

IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the day and year first above written.

EXHIBIT A

I,       [Name]                       , of         [Fund Name]    , a [State] [corporation/trust] (the “Fund”), do hereby certify that:

The following individuals serve in the following positions with the Fund, and each has been duly elected or appointed by the Board of the Fund to each such position and qualified therefor in conformity with the Fund’s Organizational Documents, and the signatures set forth opposite their respective names are their true and correct signatures. Each such person is designated as an Authorized Person under the Fund Administration and Accounting Agreement dated as of ___________________, 201__, between the Fund and BNY Mellon Investment Servicing (US) Inc.

SCHEDULE I

Schedule of Services

All services provided in this Schedule of Services are subject to the review and approval of the appropriate Fund officers, Fund counsel and accountants of the Fund, as may be applicable. The services included on this Schedule of Services may be provided by BNY Mellon or a BNY Mellon Affiliate, collectively referred to herein as “BNY Mellon”.

VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES

BNY Mellon shall provide the following valuation support and computation accounting services for the Fund:

FINANCIAL REPORTING

BNY Mellon shall provide the following financial reporting services for the Fund:

¹ Requires “Typesetting Services” as described herein.

TAX SERVICES

BNY Mellon shall provide the following tax services for the Fund: