Exhibit (e)(ii)
SELLING AGREEMENT
(FOR THE PAYPAL FUNDS)
Dear Sirs:
The PayPal Funds ("PayPal"), a Delaware business trust registered as
an open-end management investment company, currently directly distributes
shares of one series, the PayPal Money Market Fund (the "Fund"). PayPal
self-distributes shares of the Fund at their respective net asset values
without any sales charges. You currently are a party to a Services Agreement
with PayPal Asset Management, Inc. ("PAMI") dated January 1, 2001 to perform
various broker-dealer services with respect to the Fund. As provided in that
Services Agreement, PayPal invite(s) you to participate as a non-exclusive
agent in the distribution of shares of the Fund upon the following terms and
conditions:
1. You are to offer and sell those shares only at the public offering
prices that shall be currently in effect, in accordance with the
terms of the then-current Prospectus and Statement of Additional
Information of the Fund, subject in each case to the delivery
prior to or at the time of those sales of the then-current
Prospectus. You agree to act only as agent in those transactions
and nothing in this Agreement shall, in any other manner,
constitute either of us the agent of the other or shall constitute
you or the Fund the agent of the other. All orders are subject to
acceptance by us and become effective only upon confirmation by
us. We reserve the right in our sole discretion to reject any
purchase order. The minimum dollar purchase of shares of the Fund
shall be the applicable minimum amounts described in the
then-current Prospectus and Statement of Additional Information
and no order for less than those such amounts will be accepted,
unless such purchase shall be expressly approved by the Fund in
accordance with the then-current Prospectuses.
2. As an authorized agent to sell shares of the Fund, you agree to
purchase shares of the Fund only through us or from your
customers. Purchases through us shall be made only for your own
investment purposes or for the purpose of covering purchase orders
already received from your customers, and we agree that we will
not place orders for the purchase of shares from the Fund except
to cover purchase orders already received by us. Purchases from
your customers shall be at a price not less than the net asset
value quoted by the Fund at the time of that purchase. Nothing
herein contained shall prevent you from selling any shares of the
Fund for the account of a record holder to us or to the Fund at
the net asset value quoted by us and charging your customer a fair
commission for handling the transaction.
3. You agree that you will not withhold placing customers' orders so
as to profit yourself as a result of such withholding.
4. You agree to sell shares of the Fund only (a) to your customers at
the public offering prices then in effect or (b) to the Fund or to
each such Fund itself at the redemption price, as described in the
Fund's then-current effective Prospectus.
5. Settlement shall be made promptly, but in no case later than the
time customary for such payments after our acceptance of the order
or, if so specified by you, we will make delivery by draft on you,
the amount of which draft you agree to pay on presentation to you.
If payment is not so received or made, the right is reserved
forthwith to cancel the sale or at our option to resell the shares
to the Fund, at the then prevailing net asset value in which
latter case you agree to be responsible for any loss resulting to
the Fund or to us from your failure to make payment as aforesaid.
6. No person is authorized to make any representations concerning the
Fund or shares of the Fund except those contained in each Fund's
then-current effective Prospectus or Statement of Additional
Information and any such information as may be released by a Fund
or us as information supplemental to such Prospectus or Statement
of Additional Information. In purchasing shares through us you
shall rely solely on the representations contained in each Fund's
then-current effective Prospectus or Statement of Additional
Information and above-mentioned supplemental information.
7. Additional copies of each Prospectus or Statement of Additional
Information and any printed information issued as supplemental to
each such Prospectus or Statement of Additional Information will
be supplied by us to you and your selling agents in reasonable
quantities upon request.
8. We, our affiliates and the Fund shall not be liable for any loss,
expenses, damages, costs or other claims arising out of any
redemption or exchange pursuant to telephone instructions from any
person, or our refusal to execute such instructions for any
reason.
9. All communications to us shall be sent to us at PayPal Funds, 0000
Xxxxxxxxxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, Attention:
President. Any notice to you shall be duly given if registered
mailed or e-mailed to you at your address as shown on this
Agreement.
10. This Agreement will be terminated automatically when the Services
Agreement is terminated, and shall automatically terminate upon
its attempted assignment by you, whether by operation of law or
otherwise, or by us otherwise than by operation of law.
11. By accepting this Agreement, you represent that you are registered
as a broker-dealer under the Securities Exchange Act of 1934, as
amended (the "1934 Act") are qualified to act as a broker or
dealer in the states or other jurisdictions where you transact
business, and are a member in good standing of the National
Association of Securities Dealers, Inc., and you agree that you
will maintain such registrations, qualifications, and membership
in good standing and in full force and effect throughout the term
of this Agreement. You further agree to comply with all applicable
federal laws, the laws of the states or other jurisdictions
concerned, and the rules and regulations promulgated thereunder
and with the Constitution, Bylaws and Conduct Rules of the
National Association of Securities Dealers, Inc., and that you
will not offer or sell shares of the Funds in any state or
jurisdiction where they may not lawfully be offered and/or sold.
If you are offering and selling shares of the Funds in
jurisdictions outside the several states, territories, and
possessions of the United States and are not otherwise required to
be registered, qualified, or a member of the National Association
of Securities Dealers, Inc., as set forth above, you nevertheless
agree to observe the applicable laws of the jurisdiction in which
such offer and/or sale is made, to comply with the full disclosure
requirements of the Securities Act of 1933, as amended (the "1933
Act") and the regulations promulgated thereunder, to conduct your
business in accordance with the spirit of the Conduct Rules of the
National Association of Securities Dealers, Inc. You agree to
indemnify and hold the Fund, PAMI, and their affiliates, officers,
employees and agents harmless from loss or damage resulting from
any failure on your part to comply with applicable laws.
12. You further agree that you will maintain all records required by
applicable law relating to Fund transactions that you have
executed.
13. We by our acceptance of this Agreement, agree to indemnify and
hold you, your affiliates, officers, employees and agents harmless
from and against any and all liabilities, losses and costs
(including reasonable attorneys' fees and expenses) (collectively,
"Losses") that result from a breach by us or our respective
officers, employees or agents of a provision of this Agreement. We
shall not be liable for indemnification hereunder if such Losses
are attributable to your negligence or misconduct in performing
your obligations under this Agreement.
You by your acceptance of this Agreement, agree to indemnify and
hold PayPal, the Fund and PAMI (and their officers, employees and
agents) harmless from and against any and all liabilities, losses,
and costs (including reasonable attorneys' fees and expenses)
(collectively, "Losses") that result from a breach by you or your
respective officers, employees or agents of a provision of this
Agreement. You shall not be liable for indemnification hereunder
if such Losses are attributable to our negligence or misconduct in
performing our obligations under this Agreement. Nothing contained
in this Agreement is intended to operate as a waiver by you or us
of compliance with any provision of the Investment Company Act of
1940, as amended, the 1934 Act, the 1933 Act, the Investment
Advisers Act of 1940, as amended, or the rules and regulations
promulgated by the Securities and Exchange Commission thereunder.
14. This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts.
Sincerely,
PAYPAL FUNDS
By:
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Print Name:
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Title:
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So Agreed:
FUNDS DISTRIBUTOR, INC.
By:
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Print Name:
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Title:
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Address: 00 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
