Dreyfus Institutional Reserves Funds Sample Contracts

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AMENDED EXHIBIT A TO THE ADMINISTRATION AGREEMENT
Administration Agreement • January 23rd, 2004 • Bny Hamilton Funds Inc
WITNESSETH:
Administration Agreement • November 14th, 2005 • Bny Hamilton Funds Inc • New York
BY-LAWS OF
By-Laws • March 26th, 2008 • Dreyfus Institutional Reserves Funds
SECOND AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • November 14th, 2005 • Bny Hamilton Funds Inc
WITNESSETH:
Custody Agreement • April 25th, 2008 • Bny Hamilton Funds Inc • New York
DISTRIBUTION AGREEMENT
Distribution Agreement • March 26th, 2008 • 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.

SUBADVISORY AGREEMENT
Subadvisory Agreement • August 1st, 2008 • Managers Amg Funds • Massachusetts

AGREEMENT made as of the [ ] day of [ ], 2008 between MANAGERS INVESTMENT GROUP LLC, a limited liability company organized under the laws of the state of Delaware and having its principal place of business in Norwalk, Connecticut (the “Adviser”) and Gannett Welsh & Kotler, LLC, a limited liability company organized under the laws of the State of Delaware and having its principal place of business at 222 Berkeley Street, Boston, Massachusetts 02116 (the “Subadvisor”).

WITNESSETH:
Cash Management and Related Services Agreement • February 26th, 1999 • Bny Hamilton Funds Inc • New York
CUSTODY AGREEMENT
Custody Agreement • March 26th, 2008 • Dreyfus Institutional Reserves Funds • New York

Custody Agreement made as of July 1, 2007 between 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”) and each investment company listed on Schedule 1 attached hereto, as such Schedule may be amended from time to time, having its principal office and place of business at 200 Park Avenue, New York, New York 10166 (hereafter, each called the “Fund”).

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • March 26th, 2008 • Dreyfus Premier International Funds Inc • New York

As you are aware, Dreyfus Premier Investment Funds, Inc. (the “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 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 The Dreyfus Corporation (the “Adviser”) to act as its investment adviser pursuant to a written agreement (the “Management Agreement”), a copy of which has been furnished to you. The Adviser desires to retain you, and you hereby agree to accept such retention, as the Series’ sub-investment adviser.

ADMINISTRATION AND SHAREHOLDER SERVICING AGREEMENT
Administration and Shareholder Servicing Agreement • August 1st, 2008 • Managers Amg Funds • New York

AGREEMENT, made as of this ____ day of __________, 2008 by and between Managers AMG Funds, a Massachusetts business trust (the “Trust”), on behalf of two of its series known as the GW&K Multi-Cap Equity Fund and the GW&K Municipal Enhanced Yield Fund (each a “Fund,” and collectively the “Funds”), and Managers Investment Group LLC, a limited liability company organized under the laws of the State of Delaware (the “Management Company”).

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WITNESSETH:
Distribution Agreement • February 28th, 2005 • Bny Hamilton Funds Inc • New York
MANAGEMENT AGREEMENT
Management Agreement • March 26th, 2008 • Dreyfus Premier International Funds Inc

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:

ARTICLE I
Custody Agreement • February 26th, 1999 • Bny Hamilton Funds Inc • New York
Agreement and Declaration of Trust
Trust Agreement • March 26th, 2008 • Dreyfus Institutional Reserves Funds • Massachusetts

THIS AGREEMENT AND DECLARATION OF TRUST, made as of the 10th day of January, 2008 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.

DISTRIBUTION AGREEMENT
Distribution Agreement • March 26th, 2008 • Mellon Funds Trust

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.

MANAGEMENT AGREEMENT
Management Agreement • March 26th, 2008 • Dreyfus Institutional Reserves 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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