E*TRADE FUNDS
AMENDMENT NO. 1 TO THE
TRUST INSTRUMENT
May 2000
WHEREAS, the TRUST INSTRUMENT was originally entered into on November 1998;
NOW THEREFORE, the Board of Trustees of the Trust approved that certain
sections of the TRUST INSTRUMENT be modified as set forth below:
ARTICLE IV
POWERS OF THE TRUSTEES
Section 4.05 Chairperson of the Trustees. The Trustees shall appoint one of
their number to be Chairperson of the Board of Trustees. The Chairperson shall
preside at all meetings of the Trustees, shall not be responsible for the
execution of policies established by the Trustees and the administration of the
Trust, and may be (but is not required to be) the chief executive, financial
and/or accounting officer of the Trust.
ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 7.01 Voting Powers. The Shareholders shall have power to vote only
(a) for the election of Trustees as provided in Article III, Sections 3.01 and
3.02 hereof, (b) for the removal of Trustees as provided in Article III,
Subsection 3.03(d) hereof, (c) with respect to any investment advisory contract
as provided in Article VI, Section 6.01 hereof, and (d) with respect to such
additional matters relating to the Trust as may be required by law, by this
Trust Instrument, or the Bylaws or any registration of the Trust with the
Commission or any state, or as the Trustees may consider desirable.
On any matter submitted to a vote of the Shareholders, all Shares shall be
voted separately by individual Series, except (i) when required by the 1940 Act,
Shares shall be voted in the aggregate and not by individual Series; and (ii)
when the Trustees have determined that the matter affects the interests of more
than one Series, then the Shareholders of all such Series shall be entitled to
vote thereon. The Trustees may also determine that a matter affects only the
interests of one or more classes of a Series, in which case any such matter
shall be voted on by such class or classes. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional vote. There
shall be no cumulative voting in the election of Trustees. Shares may be voted
in person or by submission of proxy or in any manner provided for in the Bylaws.
A proxy may be given in writing, which for this purpose, may include proxies
given by any electronic or telecommunications device or in any other manner
specified in the Bylaws. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required or permitted by law,
this Trust Instrument or any of the Bylaws of the Trust to be taken by
Shareholders.
ARTICLE VIII
CUSTODIAN
Section 8.01 Appointment and Duties. Except to the extent not required with
respect to any Series that is a feeder fund or otherwise permitted by the 1940
Act or the rules thereunder, the Trustees shall employ a bank, a company that is
a member of a national securities exchange, or a trust company that has capital,
surplus and undivided profits of at least two million dollars ($2,000,000) and
is a member of the Depository Trust Company, as custodian with authority as its
agent, but subject to such restrictions, limitations and other requirements, if
any, as may be contained in the Bylaws of the Trust. Said custodian shall be
authorized: (a) to hold the securities owned by the Trust and deliver the same
upon written order or oral order confirmed in writing; (b) to receive and
receipt for any moneys due to the Trust and deposit the same in its own banking
department or elsewhere as the Trustees may direct; and (c) to disburse such
funds upon orders or vouchers.
The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian, and upon such terms and conditions, as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees, subject to such
restrictions, limitations and other requirements, if any, as may be contained in
the Bylaws of the Trust.
