0000935069-06-003071 Sample Contracts

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SEVENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT FOR E*TRADE FUNDS
Expense Limitation Agreement • November 17th, 2006 • E Trade Funds
FIFTH AMENDED AND RESTATED UNDERWRITING AGREEMENT
Underwriting Agreement • November 17th, 2006 • E Trade Funds • New York
RECITALS
Shareholder Services Agreement • November 17th, 2006 • E Trade Funds • Delaware
November 17, 2006 E*TRADE Funds 671 No. Glebe Road 12th Floor Arlington, Virginia 22203 Kobren Insight Funds 20 William Street Suite 310 Wellesley Hills, Massachusetts 02481 Ladies and Gentlemen: This opinion is being delivered to you in connection...
E Trade Funds • November 17th, 2006

This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of November 1, 2006 by and between E*TRADE Funds, a Delaware statutory trust, on behalf of its series, E*TRADE Delphi Value Fund ("Acquiring Fund"), and Kobren Insight Funds, a Massachusetts business trust, on behalf of its series, Delphi Value Fund ("Acquired Fund"). Pursuant to the Agreement, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for (i) the assumption by Acquiring Fund of all of the Assumed Liabilities of Acquired Fund, as defined in the Agreement (the "Acquired Fund Liabilities"), and (ii) the issuance of shares of beneficial interest of Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring Fund Shares to the shareholders of Acquired Fund and the termination of Acquired Fund (the foregoing together constituting

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