0001144204-08-024894 Sample Contracts

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2008 • Paypal Funds

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”).

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SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • April 29th, 2008 • Paypal Funds • California

THIS AGREEMENT is made as of the 27 day of April 2006, between PAYPAL ASSET MANAGEMENT, INC., a Delaware corporation (“Administrator”), and Barclays Global Investors, N.A. (“BGI”), a national banking association.

SELLING AGREEMENT (for the PayPal Funds)
Selling Agreement • April 29th, 2008 • Paypal Funds • Massachusetts

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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