Dreyfus Cash Management Sample Contracts

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BY-LAWS OF DREYFUS CASH MANAGEMENT
Dreyfus Cash Management • May 26th, 2011
MANAGEMENT AGREEMENT DREYFUS CASH MANAGEMENT
Management Agreement • May 29th, 2018 • Dreyfus Cash Management

The Fund desires to employ its capital by in­vesting and reinvesting the same in investments of the type and in accordance with the limitations specified in its charter documents and in its Pros­pectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as its investment adviser.

AMENDMENT
Transfer Agency Agreement • May 30th, 2012 • Dreyfus Cash Management

THIS AMENDMENT is made as of the 5th day of October, 2011 and amends the AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT (the “Agreement”) dated as of June 1, 2007 between each mutual fund, and each portfolio or series of each mutual fund, listed on Schedule A hereto (each, a “Fund” and, collectively, the “Funds”) as such Schedule may be revised from time to time, and DREYFUS TRANSFER, INC. (the “Transfer Agent”).

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 Cash Management

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

MANAGEMENT AGREEMENT DREYFUS CASH MANAGEMENT
Management Agreement • May 26th, 2021 • Dreyfus Cash Management • New York

The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as its investment adviser.

SERVICE AGREEMENT
Service Agreement • May 27th, 2016 • Dreyfus Cash Management • New York

This Agreement is entered into as of __________, ____ between __________________, a ___________________ (the "Service Provider") and MBSC Securities Corporation, a New York corporation ("MBSC").

BROKER-DEALER SELLING AGREEMENT
Broker-Dealer Selling Agreement • May 29th, 2018 • Dreyfus Cash Management • 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

ARTICLE I DEFINITIONS
Custody Agreement • October 25th, 1995 • Dreyfus Cash Management • New York
DREYFUS CASH MANAGEMENT Amended and Restated Agreement and Declaration of Trust
Agreement and Declaration • May 27th, 2015 • Dreyfus Cash Management • 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 Cash Management

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 • May 30th, 2024 • Dreyfus Cash Management

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

August 25, 2011 Dreyfus Cash Management Plus, Inc.
Dreyfus Cash Management • March 2nd, 2012
MANAGEMENT AGREEMENT DREYFUS CASH MANAGEMENT
Management Agreement • May 30th, 2024 • Dreyfus Cash Management

The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as its investment adviser.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • March 30th, 2012 • Dreyfus Cash Management • Maryland

This Agreement is intended to be and is adopted as a "plan of reorganization" within the meaning of the regulations under Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"). The reorganization will consist of the transfer of all of the assets of the Fund to the Acquiring Fund in exchange solely for the Acquiring Fund's Institutional shares, Agency shares, Administrative shares, Investor shares and Participant shares (collectively, the "Acquiring Fund Shares") of beneficial interest, par value $.001 per share, and the assumption by the Acquiring Fund of the liabilities of the Fund as described herein, and the distribution, after the Closing Date hereinafter referred to, of the Acquiring Fund Shares to the shareholders of the Fund in liquidation of the Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement (the "Reorganization").

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