Dreyfus Tax Exempt Cash Management Funds Sample Contracts

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BY-LAWS OF DREYFUS TAX EXEMPT CASH MANAGEMENT FUNDS
Dreyfus Tax Exempt Cash Management Funds • May 26th, 2011
DISTRIBUTION AGREEMENT DREYFUS TAX EXEMPT CASH MANAGEMENT FUNDS 200 Park Avenue New York, New York 10166
Distribution Agreement • July 13th, 2007 • Dreyfus Tax Exempt Cash Management 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.

ARTICLE 1 Agreement and Declaration of Trust and Principal Office
Dreyfus Tax Exempt Cash Management • September 26th, 2006
CUSTODY AGREEMENT by and between THE FUNDS LISTED ON SCHEDULE 1 HERETO and THE BANK OF NEW YORK MELLON
Custody Agreement • May 26th, 2011 • Dreyfus Tax Exempt Cash Management 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”).

TRANSFER AGENCY AGREEMENT by and between EACH INVESTMENT COMPANY LISTED ON SCHEDULE B HERETO and DREYFUS TRANSFER, INC.
Transfer Agency Agreement • September 17th, 2012 • Dreyfus Tax Exempt Cash Management 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

ARTICLE I DEFINITIONS
Custody Agreement • October 25th, 1995 • Dreyfus Tax Exempt Cash Management • New York
MANAGEMENT AGREEMENT DREYFUS TAX EXEMPT CASH MANAGEMENT FUNDS 240 Greenwich Street New York, New York 10286
Management Agreement • June 12th, 2019 • Dreyfus Tax Exempt Cash Management 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:

DREYFUS TAX EXEMPT CASH MANAGEMENT Amended and Restated Agreement and Declaration of Trust
Agreement and Declaration • May 27th, 2015 • Dreyfus Tax Exempt Cash Management Funds • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, made this 6th day of January 1994, hereby amends and restates in its entirety the Agreement and Declaration of Trust made at Boston, Massachusetts, dated June 4, 1986, as amended and restated on September 30, 1993, by the Trustees thereunder (hereinafter with any additional and successor trustees referred to as the "Trustees") and by the holders of shares of beneficial interest.

MANAGEMENT AGREEMENT DREYFUS TAX EXEMPT CASH MANAGEMENT FUNDS 200 Park Avenue New York, New York 10166
Management Agreement • May 26th, 2017 • Dreyfus Tax Exempt Cash Management 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:

BNY MELLON INVESTMENT ADVISER, INC. 240 Greenwich Street New York, New York 10286
Dreyfus Tax Exempt Cash Management Funds • May 31st, 2023

This Agreement may only be amended by agreement of the Trust, on behalf of the Fund, upon the approval of the Board of Trustees of the Trust and BNYM Investment Adviser, to increase the net amounts shown and may only be terminated prior to June 1, 2024, in the event of termination of the Management Agreement between BNYM Investment Adviser and the Trust with respect to the Fund.

DREYFUS TAX-EXEMPT CASH MANAGEMENT
Dreyfus Tax Exempt Cash Management Funds • November 21st, 2007

On May 22, 2007, the Registrant's Board of Trustees authorized the name change of Dreyfus Tax Exempt Cash Management to Dreyfus Tax Exempt Cash Management Funds, a description of which appears in:

MANAGEMENT AGREEMENT DREYFUS TAX EXEMPT CASH MANAGEMENT FUNDS 240 Greenwich Street New York, New York 10286
Management Agreement • May 28th, 2024 • Dreyfus Tax Exempt Cash Management 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:

EXHIBIT A TO SUBCUSTODIAN AGREEMENT DATED , 1986
Subcustodian Agreement • October 25th, 1995 • Dreyfus Tax Exempt Cash Management • New York
BNY MELLON INVESTMENT ADVISER, INC. 240 Greenwich Street New York, New York 10286
Dreyfus Tax Exempt Cash Management Funds • May 28th, 2024

This Agreement may only be amended by agreement of the Trust, on behalf of the Fund, upon the approval of the Board of Trustees of the Trust and BNYM Investment Adviser, to increase the net amounts shown and may only be terminated prior to May 31, 2025, in the event of termination of the Management Agreement between BNYM Investment Adviser and the Trust with respect to the Fund.

Sub-Item 77 Q-1 The Registrant changed its name, as described in: Registrant's Amended and Restated Agreement and Declaration of Trust, incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 37 to the Registration Statement, filed on...
Dreyfus Tax Exempt Cash Management Funds • September 27th, 2007

Registrant's Amended and Restated Agreement and Declaration of Trust, incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 37 to the Registration Statement, filed on July 13, 2007.

MANAGEMENT AGREEMENT DREYFUS TAX EXEMPT CASH MANAGEMENT FUNDS 200 Park Avenue New York, New York 10166
Management Agreement • July 13th, 2007 • Dreyfus Tax Exempt Cash Management 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:

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MANAGEMENT AGREEMENT
Management Agreement • March 27th, 2008 • Dreyfus Tax Exempt Cash Management 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:

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