FORM OF
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
UNDERWRITING AGREEMENT
E*TRADE FUNDS
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
As of________ __, 2000
E*TRADE Securities, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Re: Amendment No. 1 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 ("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 purpose of this
document is to amend the Agreement 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 the E*TRADE Premier Money Market Fund, each
a new series of the Trust, under substantially the same terms as the Agreement.
Except as amended below, all terms of the Agreement shall continue in effect.
The Agreement is hereby amended as follows:
1. Schedule A is hereby amended and substituted with the attached Schedule
A.
2. Section 12 of the Amended and Restated Underwriting Agreement is hereby
amended as follows:
Term of the Agreement. The Amended and Restated Underwriting Agreement
shall continue in effect with respect to each Fund as indicated on Schedule B
hereto. The Amended and Restated Underwriting Agreement shall continue annually
thereafter for successive one (1) year periods if approved at least annually for
a Fund (i) by a vote of a majority of the outstanding voting securities of the
respective Fund or by a vote of the Trustees of the Company, and (ii) by a vote
of a majority of the Trustees of the Company who are not interested persons or
parties to the Agreement (other than as Trustees of the Company), cast in person
at a meeting called for the purpose of voting on this Agreement.
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
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 _______ __, 2002
E*TRADE Premier Money Market Fund _______ __, 2002
