E*TRADE Funds
0000 Xxxxxxxx Xxxxx
Menlo Park, CA 94025
_______________, 2000
E*TRADE Asset Management, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust") and
E*TRADE Asset Management, Inc. (the "Administrator") as follows:
1. The Trust is an open-end investment company which currently has eight
separate investment portfolios, listed on Exhibit A, all of which are subject
to this agreement (each a "Portfolio").
2. In exchange for good and sufficient consideration receipt of which is hereby
acknowledged, the Administrator hereby agrees to pay directly, waive its fees
under its Administrative Services Agreement with respect to each Portfolio
and reimburse each Portfolio to the extent that the costs and expenses
incurred or allocated to such Portfolio would exceed the amounts listed on
Exhibit A and hereby waives all legal right and title to recoup any such fee
waivers, expense reimbursements or any other payments made hereunder. Nothing
herein shall be deemed to require the Administrator to waive fees, make
reimbursement or pay expenses with respect to a Portfolio's pro rata expenses
allocated against such Portfolio's interest in any master fund.
3. For purposes of clarification, the Administrative Services Agreement is
hereby modified to provide that all of the expenses described in Section 2(c)
(including but not limited to toll charges and special services) shall be paid
fully directly by the Administrator without reference to any amount payable by
any Portfolio. The Administrator waives any right to recoup such expenses. The
Trust shall also bear the expenses and fees of the Trust's trustees who are not
affiliated with E*TRADE Group, Inc. or entities controlled by it, provided that
such expenses shall be subject to the waiver provided in Section 2(d) of the
Administrative Services Agreement and the waiver and reimbursement provided in
Section 2 of this Agreement.
4. Nothing herein contained shall be deemed to require the Trust or the
Portfolios to take any action contrary to the Trust's Trust Instrument or
By-Laws, or any applicable statutory or regulatory requirement to which it
is subject or by which it is bound, or to relieve or deprive the Trust's
Board of Trustees of its responsibility for and control of the conduct of
the affairs of the Trust or the Portfolios.
5. This Agreement shall remain in effect so long as the Administrative
Services Agreement is in effect, provided that the waiver to recoup any
waivers, expense reimbursements or other payments hereunder shall survive
the termination hereof. If any one or more of the provisions of this
Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions shall not
be affected thereby. All liabilities of the Trust are limited to the
assets of the Series to which they relate, and no shareholder or trustee
shall have personal liability for the liabilities of the Trust.
If the foregoing correctly sets forth the agreement between the
Trust and the Administrator, please so indicate by signing and returning to the
Trust the enclosed copy hereof.
Very truly yours,
E*TRADE FUNDS
By:
Name:
Title:
ACCEPTED AND AGREED:
E*TRADE ASSET MANAGEMENT, INC.
By:
Name:
Title:
EXHIBIT A
Portfolio Expense
E*TRADE Global Titans Index Fund...................................0.60%
