0000899681-08-000269 Sample Contracts

BY-LAWS OF
Dreyfus Institutional Reserves Funds • March 26th, 2008
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DISTRIBUTION AGREEMENT
Distribution Agreement • March 26th, 2008 • Dreyfus Institutional Reserves 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.

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”).

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:

Agreement and Declaration of Trust
Agreement and Declaration of Trust • 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.

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