AMENDMENT NO. 3
to the
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
E*TRADE Asset Management, Inc. ("Advisor") and E*TRADE Funds ("Trust")
hereby agree to modify and amend the Amended and Restated Investment Advisory
Agreement, dated as of August 12, 1999, as amended October 22, 1999, and as
further amended from time to time, between the Advisor and the Trust
("Agreement") as follows:
1. Effective upon the liquidation date for the E*TRADE Extended Market
Index Fund ("Extended Market Fund"), the Extended Market Fund is
hereby removed from Exhibit A.
2. The E*TRADE Bond Index Fund ("Bond Fund") is hereby removed from
Exhibit A effective upon the earlier of either (a) the conversion of
the Bond Fund to an actively managed fund, if such conversion is
approved by shareholders of the Bond Fund; or (b) if the conversion
of the Bond Fund to an actively managed fund is not approved by
shareholders, upon the liquidation of the Bond Fund, which is
expected to occur prior to December 31, 2001.
3. Upon the effective date of the conversion or the liquidation of the
Bond Fund, Exhibit A is hereby amended and substituted with the
attached Exhibit A.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to
the Agreement to be executed by their respective officers thereunto duly
authorized as of ___________________, 2001.
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 International Index Fund 0.02%, if the
Fund invests all 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 Xxxxxxx 2000 Index Fund 0.02%, if the Fund invests all of its
assets in a master fund and 0.10% on
that portion of the Fund's assets not
invested in a master fund.
E*TRADE S&P 500 Index Fund 0.02%, if the Fund invests all of its
assets in a master fund and 0.07% on
that portion of the Fund's assets not
invested in a master fund.
