AMENDMENT NO. 1 TO THE
SECOND AMENDED AND RESTATED
UNDERWRITING AGREEMENT
E*TRADE FUNDS
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
As of October 7, 2002
E*TRADE Securities LLC
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Re: Amendment No. 1 to the Second Amended and Restated Underwriting
Agreement
Ladies and Gentlemen:
E*TRADE Funds ("Trust") and E*TRADE Securities LLC (formerly known as
E*TRADE Securities, Inc.) ("E*TRADE Securities") entered into a Second Amended
and Restated Underwriting Agreement ("Agreement") dated as of September 10, 2001
in which E*TRADE Securities acts as the exclusive selling agent and principal
underwriter for the shares of the series of the Trust, as set forth on Schedule
A, as amended from time to time.
The purpose of this document is to further amend the Agreement to permit
E*TRADE Securities to act as the exclusive selling agent and principal
underwriter for the shares of: E*TRADE California Municipal Money Market Fund,
E*TRADE Government Money Market Fund, E*TRADE Money Market Fund, E*TRADE
Municipal Money Market Fund, and E*TRADE New York Municipal Money Market Fund
(each a "New Fund"), under substantially the same terms as the Agreement, and to
compensate E*TRADE Securities, Inc. for services rendered and expenses borne in
connection with its marketing activities with respect to each New Fund as set
forth in the attached Schedule C pursuant to the Trust's Distribution Plan under
Rule 12b-1 under the Investment Company Act of 1940, as amended.
The Agreement is hereby further amended as follows:
1. The following Sections are hereby made a part of the Agreement:
17. Compensation.
Pursuant to a Distribution Plan adopted in accordance with Rule 12b-1 under
the 1940 Act ("Rule 12b-1 Plan") under which E*TRADE Securities provides certain
services and/or assumes expenses, E*TRADE Securities shall be compensated by
each Fund listed in Schedule C a monthly fee (payable on or before the fifth
(5th) business day of the following month) computed daily at the annual rate for
each Fund as specified in Schedule C.
18. Quarterly Reporting
E*TRADE Securities shall furnish to the Trust, at least quarterly, reports
as to the sales of each Fund's shares made with respect to which E*TRADE
Securities provides certain services and/or assumes expenses under the Rule
12b-1 Plan as well as information as to the distribution activities and services
provided to each such Fund under the Rule 12b-1 Plan. These reports may be
combined with any similar report prepared by E*TRADE Securities.
2. Schedule A is hereby amended and substituted with the attached Schedule A.
3. Schedule B is hereby amended and substituted with the attached Schedule B.
4. The attached Schedule C is hereby made part of the Agreement.
Except as amended above, all terms of the Agreement shall continue in
effect.
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: ______________________________________________________
Name:____________________________________________________
Title:____________________________________________________
Agreed to and Accepted:
E*TRADE SECURITIES LLC
By: ________________________________
Name::______________________________
Title: _____________________________
2
SCHEDULE A
The series of E*TRADE Funds currently subject to this Second Amended and
Restated Underwriting Agreement, as amended, are as follows:
E*TRADE Asset Allocation Fund
E*TRADE Bond Fund
E*TRADE California Municipal Money Market Fund
E*TRADE Financial Sector Index Fund
E*TRADE Government Money Market Fund
E*TRADE International Index Fund
E*TRADE Money Market Fund
E*TRADE Municipal Money Market Fund
E*TRADE New York Municipal Money Market Fund
E*TRADE Premier Money Market Fund
E*TRADE Xxxxxxx 2000 Index Fund
E*TRADE S&P 500 Index Fund
E*TRADE Technology Index Fund
SCHEDULE B
FUND End of Initial Term
---- -------------------
E*TRADE Asset Allocation Fund March 1, 2003
E*TRADE Bond Fund August 12, 2001
E*TRADE California Municipal Money Market Fund October 7, 2003
E*TRADE Financial Sector Index Fund December 26, 2003
E*TRADE Government Money Market Fund October 7, 2003
E*TRADE International Index Fund October 22, 2001
E*TRADE Money Market Fund October 7, 2003
E*TRADE Municipal Money Market Fund October 7, 2003
E*TRADE New York Municipal Money Market Fund October 7, 2003
E*TRADE Money Market Fund January 28, 2002
E*TRADE Xxxxxxx 2000 Index Fund December 26, 2002
E*TRADE S&P 500 Index Fund February 3, 2001
E*TRADE Technology Index Fund August 12, 2001
SCHEDULE C
FUND Rule 12b-1 Fee
---- --------------
E*TRADE Money Market Fund 0.60% of the Fund's average daily net assets,
calculated as described in Section 17 of the
Agreement.
E*TRADE Government Money Market Fund 0.50% of the Fund's average daily net assets,
calculated as described in Section 17 of the
Agreement.
E*TRADE Municipal Money Market Fund 0.50% of the Fund's average daily net assets,
calculated as described in Section 17 of the
Agreement.
E*TRADE California Municipal Money Market Fund 0.50% of the Fund's average daily net assets,
calculated as described in Section 17 of the
Agreement.
E*TRADE New York Municipal Money Market Fund 0.50% of the Fund's average daily net assets,
calculated as described in Section 17 of the
Agreement.
