0000899681-02-000074 Sample Contracts

BY-LAWS OF CITIZENSSELECT FUNDS
Dreyfus Citizens Select Funds • March 14th, 2002
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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.

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").

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 • March 14th, 2002 • Dreyfus Citizens Select Funds • New York

This Agreement is made as of ____________, _____ by and among Dreyfus Transfer, Inc. ("Transfer Agent"), CitizensSelect Funds (the "Fund" and, together with Transfer Agent, "Fund Parties") and the service organization signing below ("Service Organization").

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

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:

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.

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