FORM OF
AMENDMENT NO. 2
to the
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
WHEREAS, E*TRADE Asset Management, Inc. ("Advisor") and E*TRADE Funds
("Trust") wish to include the E*TRADE ▇▇▇▇▇▇▇ 2000 Index Fund under
substantially the same terms as the Amended and Restated Investment Advisory
Agreement ("Agreement") dated as of August 12, 1999, and as amended on October
22, 1999, between the Trust and the Advisor, the Agreement is hereby amended as
follows:
1. Exhibit A is hereby amended and substituted with the attached Exhibit
A.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Amended and Restated Investment Advisory Agreement to be executed by
their respective officers thereunto duly authorized as of __________, 2000.
E*TRADE FUNDS
By:_____________________________
Name:
Title:
E*TRADE ASSET MANAGEMENT, INC.
By:_____________________________
Name:
Title:
EXHIBIT A
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
Name of Fund Advisory Fee
------------ ------------
E*TRADE S&P 500 Index 0.02%, if the Fund invests all ofits
Fund assets in a master of the Fund's assets not invested in
a master fund.
E*TRADE Extended 0.02%, if the Fund invests all of its assets in a
Market Index Fund master fund and 0.08% on that portion of the Fund's
assets not invested in a master fund
E*TRADE Bond Index 0.02%, if the Fund invests all of its
Fund assets in a master fund and 0.08% on that portion of
the Fund's assets not invested in a master fund.
E*TRADE International 0.02%, if the Fund invests all
Index Fund of its assets in a master fund and 0.08% on that
portion of the Fund's assets not invested in a master
fund.
E*TRADE ▇▇▇▇▇▇▇ 2000 0.02%, if the Fund invests all of its assets in a
Index Fund master fund and 0.10% on that portion of the Fund's
assets not invested in a master fund.