SELLING AGREEMENT (for the PayPal Funds)
Exhibit
(e.2)
(for
the PayPal Funds)
Dear
Sirs:
The
PayPal Funds (“PayPal”), a Delaware statutory 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:
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1.
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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.
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2.
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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.
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3.
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You
agree that you will not withhold placing customers’ orders so as to profit
yourself as a result of such
withholding.
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4.
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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.
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5.
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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.
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6.
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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.
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7.
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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.
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8.
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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.
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9.
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All
communications to us shall be sent to us at PayPal Funds, 0000 Xxxxx
Xxxxx
Xxxxxx, Xxx 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.
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10.
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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.
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11.
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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 Financial Industry Regulatory Authority (“FINRA”), 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 FINRA and the National
Association of Securities Dealers, Inc. (“NASD”), 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.
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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
FINRA, 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 FINRA and the NASD. 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.
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12.
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You
further agree that you will maintain all records required by applicable
law relating to Fund transactions that you have
executed.
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13.
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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.
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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.
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14.
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This
Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
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Sincerely,
By:
/s/
Xxxx X.
Story
Name:
Xxxx X. Story
Title:
President
So
Agreed:
FUNDS
DISTRIBUTOR, INC.
By:
/s/
Xxxx X.
Xxxxxx
Print
Name: Xxxx X. Xxxxxx
Title:
President
| Address: |
Foreside
Distribution Services,
LP
000 Xxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxx,
XX 00000
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