Citizensselect Funds Sample Contracts

BY-LAWS OF
Citizensselect Funds • August 29th, 2011
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DISTRIBUTION AGREEMENT [NAME OF FUND] 200 Park Avenue New York, New York 10166
Distribution Agreement • August 27th, 2010 • Citizensselect Funds

This is to confirm that, in consideration of the agreements hereinafter contained, the above-named investment company (the "Fund") has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares.

CUSTODY AGREEMENT by and between THE FUNDS LISTED ON SCHEDULE 1 HERETO and THE BANK OF NEW YORK MELLON
Custody Agreement • August 29th, 2011 • Citizensselect Funds • New York

CUSTODY AGREEMENT, dated as of January 1, 2011 (“Agreement”) between each investment company identified on Schedule 1 hereto, as such Schedule may be amended from time to time (each such investment company and each investment company made subject to this Agreement in accordance with Section 10.12 below, the “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

BANK SELLING AGREEMENT
Bank Selling Agreement • August 26th, 2015 • Citizensselect Funds • New York

MBSC Securities Corporation (“we or “us”) is the principal underwriter and exclusive agent for the continuous distribution of the shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation (“Dreyfus”) or its subsidiaries or affiliates (each, a “Fund” and collectively, the “Funds”) pursuant to the terms of a Distribution Agreement between us and the Funds. You, the firm specified on the signature page hereto (“you”), are a “bank” (as such term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). We agree to allow you to make shares of the Funds available to your customers in accordance with the terms and conditions set forth in this Agreement. Unless the context otherwise requires, as used herein the term “Prospectus” shall mean the full, statutory prospectus (the “Statutory Prospectus”) and related statement of additional information (the “SAI”)

TRANSFER AGENCY AGREEMENT by and between EACH INVESTMENT COMPANY LISTED ON SCHEDULE B HERETO and DREYFUS TRANSFER, INC.
Transfer Agency Agreement • August 28th, 2012 • Citizensselect Funds

This Transfer Agency Agreement ("Agreement") is made as of May 29, 2012 by and between Dreyfus Transfer, Inc., a Maryland corporation ("DTI"), and each Investment Company listed on Schedule B. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term "Fund" as used in this Agreement means, as applicable, (i) each Investment Company listed on Schedule B which is not further divided into one or more Portfolios, and (ii) each Portfolio listed on Schedule B of those Investment Companies which are further divided into Portfolios; in each case each Fund shall be considered in its individual and separate capacity. For clarification: All Schedules and Exhibits to this Agreement and the Fee Agreement and the Service Level Agreement (each as defined below) constitute a part of this Agreement without the need to specifically in

BROKER-DEALER SELLING AGREEMENT
Broker-Dealer Selling Agreement • August 26th, 2015 • Citizensselect Funds • New York

MBSC Securities Corporation (“we or “us”), as the principal underwriter and exclusive agent for the continuous distribution of the shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation (“Dreyfus”) or its subsidiaries or affiliates (each, a “Fund” and collectively, the “Funds”) pursuant to the terms of a Distribution Agreement between us and the Funds, agrees to sell Fund shares to you, the firm specified on the signature page hereto (“you”), in accordance with the terms and conditions set forth in this Agreement. Unless the context otherwise requires, as used herein the term “Prospectus” shall mean the full, statutory prospectus (the “Statutory Prospectus”) and related statement of additional information (the “SAI”) incorporated therein by reference (as amended or supplemented) of each of the respective Funds included in the then currently effective registration statement (or post-effective

DISTRIBUTION AGREEMENT
Distribution Agreement • July 26th, 2019 • Citizensselect Funds

This is to confirm that, in consideration of the agreements hereinafter contained, each investment company identified on Exhibit A hereto, as such Exhibit may be amended from time to time (each, the "Fund"), has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares.

DISTRIBUTION AGREEMENT
Distribution Agreement • July 31st, 2017 • Citizensselect Funds

This is to confirm that, in consideration of the agreements hereinafter contained, each investment company identified on Exhibit A hereto, as such Exhibit may be amended from time to time (each, the "Fund"), has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares.

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • August 27th, 2014 • Citizensselect Funds • New York

This Amendment to the Custody Agreement (defined below) is made as of October 1, 2013 by and between each investment company identified on Schedule 1 hereto, as such Schedule may be amended from time to time (each such investment company and each investment company made subject to the Custody Agreement in accordance with Section 10.12 thereof, the "Fund"), and The Bank of New York Mellon (the "Custodian"). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custody Agreement.

BANK SELLING AGREEMENT
Bank Selling Agreement • August 25th, 2017 • Citizensselect Funds • New York

MBSC Securities Corporation (“we” or “us”), as the principal underwriter and exclusive agent for the continuous distribution of the shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation (“Dreyfus”) or its subsidiaries or affiliates (each, a “Fund” and collectively, the “Funds”) pursuant to the terms of a Distribution Agreement between us and the Funds, agrees to sell Fund shares to you, the firm specified on the signature page hereto (“you”), which is a “bank” (as such term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), in accordance with the terms and conditions set forth in this Agreement. You may make shares of the Funds available to your customers and, with respect to certain Fund shares, provide shareholder, administrative or other services to your customers who own shares of the Funds in accordance with the terms and conditions set f

BROKER-DEALER SELLING AGREEMENT
Broker-Dealer Selling Agreement • August 25th, 2017 • Citizensselect Funds • New York

MBSC Securities Corporation (“we” or “us”), as the principal underwriter and exclusive agent for the continuous distribution of the shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation (“Dreyfus”) or its subsidiaries or affiliates (each, a “Fund” and collectively, the “Funds”) pursuant to the terms of a Distribution Agreement between us and the Funds, agrees to sell Fund shares to you, the firm specified on the signature page hereto (“you”), in accordance with the terms and conditions set forth in this Agreement. You may make shares of the Funds available to your customers and, with respect to certain Fund shares, provide shareholder, administrative or other services to your customers who own shares of the Funds in accordance with the terms and conditions set forth in this Agreement. Unless the context otherwise requires, as used herein the term “Prospectus” shall mean the full, statutory p

CITIZENSSELECT FUNDS (formerly, SSL-1993-10) Amended and Restated Agreement and Declaration of Trust
Agreement and Declaration • March 14th, 2002 • Dreyfus Citizens Select Funds • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, made as of the 14th day of February, 2002 by the Trustee hereunder (hereinafter with any additional and successor trustees referred to as the "Trustees") and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, hereby amends and restates in its entirety the Agreement and Declaration of Trust dated May 14, 1993 made at Boston, Massachusetts.

MANAGEMENT AGREEMENT CITIZENSSELECT FUNDS 200 Park Avenue New York, New York 10166
Management Agreement • July 31st, 2017 • Citizensselect Funds

The above-named investment company (the "Fund") consisting of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), herewith confirms its agreement with you as follows:

CUSTODY AGREEMENT
Custody Agreement • March 14th, 2002 • Dreyfus Citizens Select Funds • New York

Custody Agreement made as of April 16, 2002 between CITIZENSSELECT FUNDS, a business trust organized and existing under the laws of the Commonwealth of Massachusetts, having its principal office and place of business at 200 Park Avenue, New York, New York 10166 (hereinafter called the "Fund"), and THE BANK OF NEW YORK, a New York corporation authorized to do a banking business, having its principal office and place of business at 15 Broad Street, New York, New York 10286 (hereinafter called the "Custodian").

MANAGEMENT AGREEMENT CITIZENSSELECT FUNDS 240 Greenwich Street New York, New York 10286
Management Agreement • July 26th, 2024 • Citizensselect Funds

The above-named investment company (the "Fund") consisting of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), herewith confirms its agreement with you as follows:

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • July 26th, 2024 • Citizensselect Funds

Each investment company identified on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Fund"), desires to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series")*, by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the relevant Series' Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund employs BNY Mellon Investment Adviser, Inc. (the "Manager") to act as the Series' investment manager pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. The Manager is authorized to and desires to retain you to act as the Series' sub-investment adviser with respect to that portion of the Series' a

DISTRIBUTION AGREEMENT CITIZENSSELECT FUNDS 200 Park Avenue New York, New York 10166
Distribution Agreement • March 14th, 2002 • Dreyfus Citizens Select Funds

This is to confirm that, in consideration of the agreements hereinafter contained, the above-named investment company (the "Fund") has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares.

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • March 14th, 2002 • Dreyfus Citizens Select Funds • New York

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

OMNIBUS ACCOUNT SERVICES AGREEMENT
Omnibus Account Services Agreement • February 29th, 2016 • Citizensselect Funds • New York
SUBCUSTODIAL UNDERTAKING IN CONNECTION WITH MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 27th, 2009 • Citizensselect Funds • New York

This Subcustodial Undertaking In Connection With Master Repurchase Agreement (the "Agreement") is made and entered into as of the date set forth below by and among ____________ ("Seller"), a ____________ and Registered Broker-Dealer, each registered investment company ("Fund") listed on Appendix A (each such investment company or series thereof as indicated on Appendix A, "Buyer"), The Bank of New York ("Custodian"), Buyer's custodian, a New York corporation authorized to do a banking business, and JP Morgan Chase Bank, N.A. ("Bank"), a national banking association.

MANAGEMENT AGREEMENT
Management Agreement • August 27th, 2004 • Dreyfus Citizens Select Funds
BANK AFFILIATED BROKER-DEALER AGREEMENT (FULLY DISCLOSED BASIS)
Broker-Dealer Agreement • March 14th, 2002 • Dreyfus Citizens Select Funds • New York

We are a broker-dealer registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We desire to make available to our customers shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation or its subsidiaries or affiliates (hereinafter referred to individually as a "Fund" and collectively as the "Funds"). You are the principal underwriter (as such term is defined in the Investment Company Act of 1940, as amended) of the offering of shares of the Funds and the exclusive agent for the continuous distribution of such shares pursuant to the terms of a Distribution Agreement between you and each Fund. Unless the context otherwise requires, as used herein the term "Prospectus" shall mean the prospectus and related statement of additional information (the "Statement of Additional Information") incorporated therein by reference (as amen

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MANAGEMENT AGREEMENT CITIZENSSELECT FUNDS 200 Park Avenue New York, New York 10166
Management Agreement • March 14th, 2002 • Dreyfus Citizens Select Funds

The above-named investment company (the "Fund") consisting of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), herewith confirms its agreement with you as follows:

MANAGEMENT AGREEMENT CITIZENSSELECT FUNDS 240 Greenwich Street New York, New York 10286
Management Agreement • July 26th, 2019 • Citizensselect Funds • New York

The above-named investment company (the "Fund") consisting of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), herewith confirms its agreement with you as follows:

FORM OF ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 14th, 2002 • Dreyfus Citizens Select Funds • New York

We wish to enter into an Agreement with you for providing certain services with respect to shares of each class of the series of CitizensSelect Funds (the "Fund") set forth on Schedule A attached hereto, as such Schedule may be revised from time to time, a mutual fund managed by The Dreyfus Corporation. You are the principal underwriter as defined in the Investment Company Act of 1940, as amended (the "Act"), and the exclusive agent for the continuous distribution of shares of the Fund.

Amendment No. 1
Transfer Agency Agreement • July 26th, 2024 • Citizensselect Funds

This Amendment No. 1 To Transfer Agency Agreement ("Amendment No. 1"), dated as of September 3, 2021 ("Effective Date"), is being entered into by and between BNY Mellon Transfer, Inc. ("BNYM-TI") and each Investment Company listed on Schedule B hereto.

Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299
Citizensselect Funds • May 5th, 2021
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