0001104659-07-033503 Sample Contracts

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • April 30th, 2007 • E Trade Funds

THIS AGREEMENT is made as of November 20, 2006 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and E*Trade Funds, a Delaware statutory trust (the “Fund”).

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STATE SECURITIES SERVICES AGREEMENT
State Securities Services Agreement • April 30th, 2007 • E Trade Funds

THIS AGREEMENT is made as of Aug. 12, 1999 by and between E*TRADE ASSET MANAGEMENT, INC., a Delaware corporation (“E*TRADE”), and PFPC INC., a Delaware corporation (“PFPC”), which is a wholly owned subsidiary of PFPC Worldwide, Inc.

EIGHTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT for E*TRADE FUNDS
Expense Limitation Agreement • April 30th, 2007 • E Trade Funds

EIGHTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, effective as of April 27, 2007 by and between E*TRADE Asset Management, Inc. (“ETAM”) and E*TRADE Funds (“Trust”), on behalf of each series of the Trust set forth in Schedule A as such Schedule may be amended from time to time (each series is hereinafter referred to as the “Fund”).

AMENDED EXHIBIT A
E Trade Funds • April 30th, 2007

THIS EXHIBIT A, amended as of January 24, 2000 is Exhibit A to that certain State Securities Services Agreement dated as of August 12, 1999 between PFPC Inc. and E*TRADE Asset Management, Inc.

November 20, 2006
E Trade Funds • April 30th, 2007

Reference is made to the Custodian Services Agreement dated as of November 20, 2006 (the “Fund Custody Agreement”) by and between PFPC Trust Company (“PFPC”) and E*TRADE Funds (the “Fund”).

AMENDMENT to the STATE SECURITIES SERVICES AGREEMENT
State Securities Services Agreement • April 30th, 2007 • E Trade Funds

This is an amendment to the State Securities Services Agreement dated as of August 12, 1999, between E*TRADE Asset Management, Inc. (“E*TRADE”) and PFPC Inc. (“PFPC”), as amended from time to time (“Agreement”), with respect to the E*TRADE Funds (“Fund”).

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 30th, 2007 • E Trade Funds • Delaware

This Agreement is made as of November 16, 2001, between E*TRADE Funds, a Delaware business trust (“Trust”), on behalf of each series listed on Schedule A hereto as amended from time to time, and E*TRADE Asset Management, Inc., a Delaware corporation (“ETAM”).

SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • April 30th, 2007 • E Trade Funds

THIS AGREEMENT is made as of November 20, 2006 by and among PFPC INC., a Massachusetts corporation (“PFPC”), E*TRADE ASSET MANAGEMENT, INC., a Delaware corporation (the “Administrator”) and E*TRADE FUNDS, a Delaware statutory trust (the “Fund”).

AMENDED AND RESTATED TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • April 30th, 2007 • E Trade Funds

The Transfer Agency Services Agreement between PFPC INC. (“PFPC”) and E*TRADE FUNDS (the “Fund”) made as of December 29, 1998 (the “Agreement”) is hereby amended and restated as set forth below. The date of this amendment and restatement is as of November 20, 2006.

AMENDED INVESTMENT SUB-ADVISORY AGREEMENT E*TRADE FUNDS
Sub-Advisory Agreement • April 30th, 2007 • E Trade Funds • California

Amended Investment Sub-Advisory Agreement (“Agreement”), effective December 29, 2006 with respect to each series of the E*TRADE Funds (“Trust”) listed on the attached Exhibit A (each series is hereinafter referred to as a “Fund”), among World Asset Management, Inc., a Delaware corporation (“Sub-Adviser”), E*TRADE Asset Management, Inc., a Delaware corporation (“Adviser”) and the Trust.

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