0000899681-02-000174 Sample Contracts

BY-LAWS OF DREYFUS INSTITUTIONAL CASH ADVANTAGE FUNDS
By-Laws • May 24th, 2002 • Dreyfus Institutional Cash Advantage Funds
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DREYFUS INSTITUTIONAL CASH ADVANTAGE FUNDS (formerly, SSL-1993-12) Amended and Restated Agreement and Declaration of Trust
Agreement and Declaration of Trust • May 24th, 2002 • Dreyfus Institutional Cash Advantage Funds • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, made as of the 8th day of May, 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.

DISTRIBUTION AGREEMENT DREYFUS INSTITUTIONAL CASH ADVANTAGE FUNDS 200 Park Avenue New York, New York 10166
Distribution Agreement • May 24th, 2002 • Dreyfus Institutional Cash Advantage 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.

ADMINISTRATION AGREEMENT DREYFUS INSTITUTIONAL CASH ADVANTAGE FUNDS 200 Park Avenue New York, New York 10166
Administration Agreement • May 24th, 2002 • Dreyfus Institutional Cash Advantage 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 DREYFUS INSTITUTIONAL CASH ADVANTAGE FUNDS 200 Park Avenue New York, New York 10166
Management Agreement • May 24th, 2002 • Dreyfus Institutional Cash Advantage 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 • May 24th, 2002 • Dreyfus Institutional Cash Advantage Funds • New York

Custody Agreement made as of May 22, 2002 between DREYFUS INSTITUTIONAL CASH ADVANTAGE 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").

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