Exhibit (d)(iii)
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT, effective as of March 1,
2005 by and between PayPal Asset Management, Inc. (the "Adviser") and PayPal
Funds (the "Trust") with respect to the PayPal Money Market Fund, a series of
the Trust (the "Fund").
WHEREAS, the Fund and Bank entered into an Investment Advisory
Agreement dated October 4, 2002 (the "Advisory Agreement"); and
WHEREAS, the Adviser and the Trust desire to amend the Advisory
Agreement to reduce the amount of the compensation under the Advisory Agreement.
NOW, THEREFORE, in consideration of the premises set forth herein, the
parties agree as follows:
1. Amendments. The first sentence of Section 6(a) is hereby replaced
with the following sentence:
As compensation for the services provided and expenses assumed by
the Adviser under this Agreement, the Trust will arrange for the
Fund to pay the Adviser at the end of each calendar month an
advisory fee computed daily at an annual rate equal to 1.00% of the
Fund's average daily net assets.
2. Miscellaneous. Except as amended hereby, the Advisory Agreement
shall remain in full force and effect. This Amendment may be
executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first written above.
PAYPAL ASSET MANAGEMENT, INC. PAYPAL FUNDS
By: By:
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Name: Name:
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Title: Title:
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