AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED
UNDERWRITING AGREEMENT
E*TRADE FUNDS
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As of May 17, 2000
E*TRADE Securities, Inc.
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Re: Amendment No. 2 to the Amended and Restated Underwriting Agreement
Ladies or Gentlemen:
E*TRADE Funds (the "Company") and E*TRADE Securities, Inc. entered into an
Amended and Restated Underwriting Agreement ("Original Agreement") dated as of
August 12, 1999 with respect to the E*TRADE S&P 500 Index Fund, E*TRADE Extended
Market Index Fund, E*TRADE Bond Index Fund, E*TRADE Technology Index Fund,
E*TRADE International Index Fund and E*TRADE E-Commerce Index Fund. The Original
Agreement was amended on January 28, 2000 ("Amendment No. 1") (the Original
Agreement together with Amendment No. 1 are hereinafter referred to as the
"Agreement") to permit E*TRADE Securities to also act as the exclusive selling
agent and principal underwriter for the Shares of the E*TRADE Global Titans
Index Fund and the E*TRADE Premier Money Market Fund. The purpose of this
document is to further amend the Agreement to reflect a revision to Section 7 of
the Agreement. Except as amended below, all terms of the Agreement shall
continue in effect.
The Agreement is hereby further amended as follows:
1. Section 7 of the Agreement is hereby amended as follows:
7. Payment of Expenses.
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(a) If and to the extent that such payments may be made consistently
with Rule 12b-1 or any plan adopted thereunder by the Fund, each Fund shall
assume and pay for the following expenses: (i) costs of preparing, printing and
distributing reports, Prospectuses and Statements of Information used by it in
connection with the sale or offering of its Shares and all advertising and sales
literature relating to it printed at your instruction; and (ii) counsel fees and
expenses in connection with the foregoing.
(b) You shall pay all of your own costs and expenses connected with
the sale of Shares.
If the foregoing meets with your approval, please acknowledge your
acceptance by signing each of the enclosed counterparts hereof and returning
such counterparts to us, whereupon this shall constitute a binding agreement as
of the date first above written.
Very truly yours,
E*TRADE FUNDS
(on behalf of each Fund listed in the attached Schedule A)
By: __________________________________________________
Title: __________________________________________________
Agreed to and Accepted:
E*TRADE SECURITIES, INC.
By: ______________________________
Title: ______________________________
SCHEDULE A
The series of E*TRADE Funds currently subject to this Amended and Restated
Underwriting Agreement are as follows:
E*TRADE S&P 500 Index Fund
E*TRADE Extended Market Index Fund
E*TRADE Bond Index Fund
E*TRADE Technology Index Fund
E*TRADE International Index Fund
E*TRADE E-Commerce Index Fund
E*TRADE Global Titans Index Fund
E*TRADE Premier Money Market Fund
SCHEDULE B
FUND End of Initial Term
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E*TRADE S&P 500 Index Fund February 3, 2001
E*TRADE Extended Market Index Fund August 12, 2001
E*TRADE Bond Index Fund August 12, 2001
E*TRADE Technology Index Fund August 12, 2001
E*TRADE International Index Fund October 22, 2001
E*TRADE E-Commerce Index Fund October 22, 2001
E*TRADE Global Titans Index Fund January 28, 2002
E*TRADE Premier Money Market Fund January 28, 2002