Exhibit d(ii)
AMENDED AND RESTATED
OPERATING EXPENSES AGREEMENT
THIS AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT (the
"Agreement") is dated as of the 9th day of March, 2001, by and between PAYPAL
FUNDS, a Delaware business trust (hereinafter called the "Trust"), on behalf of
each series of the Trust listed in Appendix A hereto, as the same may be amended
from time to time (each, a "Fund" and, collectively, the "Funds"), and PAYPAL
ASSET MANAGEMENT, INC. a Delaware corporation (the "Adviser").
WITNESSETH:
WHEREAS, the Adviser renders advice and services to the Funds pursuant
to the terms and provisions of an Investment Advisory Agreement, dated June 13,
2000, between the Trust and the Adviser;
WHEREAS, this Agreement amends and restates in its entirety that
certain Operating Expenses Agreement dated January 1, 2000 between the parties;
and
WHEREAS, the Adviser wishes to limit the Funds' respective Operating
Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to
the terms and provisions of this Agreement, and the Trust (on behalf of the
Funds) wishes to allow the Adviser to implement those limits.
NOW, THEREFORE, in consideration of the foregoing and of the covenants
and the mutual promises hereinafter set forth, the parties hereto, intending to
be legally bound hereby, mutually agree as follows:
1. Limit on Operating Expenses. The Adviser hereby agrees to limit each
Fund's Operating Expenses to the respective annual rate of total Operating
Expenses specified for that Fund in Appendix A of this Agreement, effective from
the date stated.
2. Definition. For purposes of this Agreement, the term "Operating
Expenses" with respect to a Fund means all expenses necessary or appropriate for
the operation of the Fund, including the Adviser's investment advisory or
management fee under Section 6 of the Investment Advisory Agreement and
including any advisory fees payable at the Master Portfolio level, and other
expenses described in Section 5 of the Investment Advisory Agreement, but does
not include any Rule 12b-1 fees, front-end or contingent deferred loads, taxes,
interest, dividend expenses, brokerage commissions, expenses incurred in
connection with any merger or reorganization or extraordinary expenses such as
litigation.
3. Reimbursement of Fees and Expenses. The Adviser, under Section 5 of
the Investment Advisory Agreement, retains its right to receive reimbursement of
reductions of its investment management fee and Operating Expenses paid by it
that are not its responsibility under Section 5 of the Investment Advisory
Agreement.
4. Term. This Agreement shall become effective on the date specified
herein and shall remain in effect for a period of one (1) year from that
effective date, unless sooner terminated as provided in Paragraph 5 of this
Agreement. This Agreement shall continue in effect thereafter for additional
periods not exceeding one (1) year so long as such continuation is approved for
each Fund at least annually by the Board of Trustees of the Trust (and
separately by the disinterested Trustees of the Trust).
5. Termination. This Agreement may be terminated at any time, and
without payment of any penalty, by either the Trust or by the Board of Trustees
of the Trust, on behalf of any one or more of the Funds, upon sixty (60) days'
written notice to the Adviser. The Adviser may decline to renew this Agreement
by written notice to the Trust at least thirty (30) days before its annual
expiration date.
6. Assignment. Neither this Agreement nor any of the rights or
obligations hereunder may be assigned by either party hereto without the written
consent of the other party to this Agreement.
7. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute or rule, or shall be otherwise
rendered invalid, the remainder of this Agreement shall not be affected thereby.
8. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
9. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of California, without giving
effect to the conflict of laws principles thereof; provided that nothing herein
shall be construed to preempt, or to be inconsistent with, any federal law,
regulation or rule, including the Investment Company Act of 1940, as amended,
and the Investment Advisers Act of 1940, as amended, and any rules and
regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers, all on the day and
year first above written.
THE TRUST:
PAYPAL FUNDS
By: /s/ Xxxx X. Story
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Name: Xxxx X. Story
Title: President
THE ADVISER:
PAYPAL ASSET MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice President
Appendix A to
Operating Expenses
Agreement
(Effective January 1, 2001)
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Operating Expense
Fund Limit
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PayPal Money Market Reserve Fund (formerly, X.xxx Money 1.50%
Market Reserve Fund)
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