Exhibit (h)(3)(vii)
SIXTH AMENDMENT
Amendment AGREEMENT, effective as of February 21, 2002, by and between
E*TRADE FUNDS, a business trust organized under the laws of the state of
Delaware (the "Fund"), E*TRADE ASSET MANAGEMENT, INC. ("Management") and
Investors Bank & Trust Company, a Massachusetts trust company ("Investors
Bank").
WHEREAS the Fund, Management and Investors Bank entered into a
Sub-Administration Agreement dated February 15, 1999, as amended from time to
time (the "Sub-Administration Agreement"); and
WHEREAS, the Fund, Management and Investors Bank desire to amend the
Sub-Administration Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:
1. Amendments.
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(a) Section 3 of the Administration Agreement is hereby amended by
deleting the last sentence of the first paragraph thereof.
(b) Section 5 of the Administration Agreement is hereby amended by
deleting paragraph 5(a) thereof in its entirety and inserting in lieu thereof
the following:
"(a) For the services to be rendered and the facilities to be furnished
by the Bank, as provided for in this Agreement, the Administrator will
compensate the Bank as shall be agreed upon in writing by the parties
from time to time; provided, however, that the fees with respect to
each Portfolio will be payable only out of the assets of that
Portfolio. The Administrator will also pay or reimburse the Bank from
time to time for all necessary proper disbursements, expenses and
charges made or incurred by the Bank in the performance of this
Agreement (including any duties listed on any Schedule hereto, if any)
including any indemnities for any loss, liabilities or expense to the
Bank as provided herein."
(c) Appendix B to the Agreement is deleted in its entirety and
reserved.
(d) Appendix C to the Administration Agreement is hereby amended by
deleting such Appendix C in its entirety and inserting in lieu thereof Appendix
C in the form attached as Exhibit I.
2. Miscellaneous.
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(a) Except as amended hereby, the Sub-Administration Agreement shall
remain in full force and effect.
(b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed by its duly authorized officer, as the case may be, as of the date and
year first above written.
INVESTORS BANK & TRUST COMPANY
By: /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Managing Director
E*TRADE FUNDS
By: /s/Xxxxxxxxx Xxxxxxxxx
Name: Xxxxxxxxx Xxxxxxxxx
Title: Vice President and Treasurer
E*TRADE ASSET MANAGEMENT, INC.
By: /s/Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Vice President and Director
