FORM OF
AMENDMENT NO. 1
to the
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
WHEREAS, E*TRADE Asset Management, Inc. ("Advisor") and E*TRADE Funds
("Trust") wish to include the E*TRADE International Index Fund under
substantially the same terms as the Amended and Restated Investment Advisory
Agreement ("Agreement") dated as of August 12, 1999, between the Trust and the
Advisor, the Agreement is hereby amended as follows:
1. Exhibit A is hereby amended and substituted with the attached Exhibit A.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
the Amended and Restated Investment Advisory Agreement to be executed by their
respective officers thereunto duly authorized as of October 22, 1999.
E*TRADE FUNDS
By:_________________________________
Name:
Title:
E*TRADE ASSET MANAGEMENT, INC.
By:_________________________________
Name:
Title:
EXHIBIT A
TO THE
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
Name of Fund Advisory Fee
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.
E*TRADE Extended Market 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 Bond 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 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.