FORM OF AMENDMENT NO. 4 TO THE
AMENDED AND RESTATED
UNDERWRITING AGREEMENT
E*TRADE FUNDS
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
As of _______, 2001
E*TRADE Securities, Inc.
000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Re: Amendment No. 4 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: January 28, 2000 ("Amendment No. 1") 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 E*TRADE Premier Money
Market Fund; May 17, 2000 ("Amendment No. 2") to reflect a revision to Section 7
of the Original Agreement; and December 26, 2000 ("Amendment No. 3") to permit
E*TRADE Securities to also act as the exclusive selling agent and principal
underwriter for the Shares of the E*TRADE Financial Sector Index Fund and
E*TRADE Xxxxxxx 2000 Index Fund (the Original Agreement together with Amendments
Nos. 1-3 are hereinafter referred to as the "Agreement"). The purpose of this
document is to further permit E*TRADE Securities to also act as the exclusive
selling agent and principal underwriter for the Shares of the E*TRADE Asset
Allocation Fund. Except as amended below, all terms of the Agreement shall
continue in effect.
The Agreement is hereby further amended as follows:
1. Schedule A is hereby amended and substituted with the attached Schedule A.
2. Schedule B is hereby amended and substituted with the attached Schedule B.
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
E*TRADE Xxxxxxx 2000 Index Fund
E*TRADE Financial Sector Index Fund
E*TRADE Asset Allocation Fund
SCHEDULE B
FUND End of Initial Term
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
E*TRADE Xxxxxxx 2000 Index Fund December 26, 2002
E*TRADE Financial Sector Index Fund December 26, 2002
E*TRADE Asset Allocation Fund _________, 2003
