AMENDMENT NO. 2 TO THE
SECOND AMENDED AND RESTATED
UNDERWRITING AGREEMENT
E*TRADE FUNDS
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
As of February 26, 2003
E*TRADE Securities LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Amendment No. 2 to the Second Amended and Restated Underwriting
Agreement
Ladies and Gentlemen:
E*TRADE Funds ("Trust") and E*TRADE Securities LLC (formerly known as
E*TRADE Securities, Inc.) ("E*TRADE Securities") entered into a Second Amended
and Restated Underwriting Agreement dated as of September 10, 2001, as amended
on October 7, 2002 ("Agreement"), in which E*TRADE Securities acts as the
exclusive selling agent and principal underwriter for the shares of the series
and classes of the Trust, as set forth on Schedule A, as amended from time to
time.
The purpose of this document is to further amend the Agreement to
reflect the addition of multiple classes of shares of the Trust and the
redesignation of the existing shares of the: E*TRADE California Municipal Money
Market Fund, E*TRADE Government Money Market Fund, E*TRADE Money Market Fund,
E*TRADE Municipal Money Market Fund, and E*TRADE New York Municipal Money Market
Fund as the "Sweep Class" of shares for which E*TRADE Securities is compensated
for services rendered and expenses borne in connection with its marketing
activities with respect to shares of each Sweep Class as set forth in the
attached Schedule C pursuant to the Trust's Distribution Plan under Rule 12b-1
under the Investment Company Act of 1940, as amended.
1. The following sections of the Agreement are hereby further amended as
follows:
17. Compensation.
Pursuant to a Distribution Plan adopted in accordance with Rule 12b-1
under the 1940 Act ("Rule 12b-1 Plan") under which E*TRADE Securities provides
certain services and/or assumes expenses, E*TRADE Securities shall be
compensated by each Fund or Class as specified in Schedule C a monthly fee
(payable on or before the fifth (5/th/) business day of the following month)
computed daily at the annual rate for each Fund or Class as specified in
Schedule C.
18. Quarterly Reporting
E*TRADE Securities shall furnish to the Trust, at least quarterly, reports
as to the sales of each Fund's shares made with respect to which E*TRADE
Securities provides certain services and/or assumes expenses under the Rule
12b-1 Plan as well as information as to the distribution activities and services
provided to each such Fund under the Rule 12b-1 Plan. These reports may be
combined with any similar report prepared by E*TRADE Securities.
2. Schedule A is hereby amended and substituted with the attached Schedule A.
3. Schedule B is hereby amended and substituted with the attached Schedule B.
4. The attached Schedule C is hereby made part of the Agreement.
Except as amended above, all terms of the Agreement shall continue in
effect.
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: ___________________________________________________
Name: ___________________________________________________
Title: ___________________________________________________
Agreed to and Accepted:
E*TRADE SECURITIES LLC
By: _______________________________
Name:: _______________________________
Title: _______________________________
2
SCHEDULE A
The series of E*TRADE Funds currently subject to this Second Amended and
Restated Underwriting Agreement, as amended, are as follows:
E*TRADE Asset Allocation Fund
E*TRADE Bond Fund
E*TRADE California Municipal Money Market Fund
E*TRADE Government Money Market Fund
E*TRADE International Index Fund
E*TRADE Money Market Fund
E*TRADE Municipal Money Market Fund
E*TRADE New York Municipal Money Market Fund
E*TRADE Premier Money Market Fund
E*TRADE ▇▇▇▇▇▇▇ 2000 Index Fund
E*TRADE S&P 500 Index Fund
E*TRADE Technology Index Fund
SCHEDULE B
FUND End of Initial Term
---- -------------------
E*TRADE Asset Allocation Fund March 1, 2003
E*TRADE Bond Fund August 12, 2001
E*TRADE California Municipal Money Market Fund
Sweep Class October 7, 2004
E*TRADE Government Money Market Fund
Sweep Class October 7, 2004
E*TRADE International Index Fund October 22, 2001
E*TRADE Money Market Fund
Institutional Class July 1, 2005
Sweep Class October 7, 2004
E*TRADE Municipal Money Market Fund
Premier Class May 1, 2005
Sweep Class October 7, 2004
E*TRADE New York Municipal Money Market Fund
Sweep Class October 7, 2004
E*TRADE Premier Money Market Fund January 28, 2002
E*TRADE ▇▇▇▇▇▇▇ 2000 Index Fund December 26, 2002
E*TRADE S&P 500 Index Fund February 3, 2001
E*TRADE Technology Index Fund August 12, 2001
SCHEDULE C
FUND Rule 12b-1 Fee
---- --------------
E*TRADE Money Market Fund
Sweep Class 0.60% of the Fund's average daily
net assets, calculated as
described in Section 17 of the
Agreement.
Institutional Class N/A
E*TRADE Government Money Market Fund
Sweep Class 0.50% of the Fund's average daily
net assets, calculated as
described in Section 17 of the
Agreement.
E*TRADE Municipal Money Market Fund
Sweep Class 0.50% of the Fund's average daily
net assets, calculated as
described in Section 17 of the
Agreement.
Premier Class N/A
E*TRADE California Municipal Money Market Fund
Sweep Class 0.50% of the Fund's average daily
net assets, calculated as
described in Section 17 of the
Agreement.
E*TRADE New York Municipal Money Market Fund
Sweep Class 0.50% of the Fund's average daily
net assets, calculated as
described in Section 17 of the
Agreement.