AMENDMENT TO THE
                       TRANSFER AGENCY SERVICES AGREEMENT


     The Transfer Agency Services Agreement by and between PFPC Inc. and E*TRADE
Funds  ("Trust"),  on behalf of the Funds,  dated as of December  29,  1998,  as
amended from time to time, is hereby further amended as follows:

     1.   Effective upon the  liquidation  date for the E*TRADE  Extended Market
          Index Fund  ("Extended  Market  Fund") and the E*TRADE  Global  Titans
          Index Fund ("Global  Titans Fund"),  the Extended  Market Fund and the
          Global Titans Fund are hereby removed from Exhibit A.

     2.   The  E*TRADE  E-Commerce  Index  Fund  ("E-Commerce  Fund")  is hereby
          removed  from  Exhibit A effective  upon the earlier of either (a) the
          reorganization of E-Commerce Fund with and into the E*TRADE Technology
          Index Fund, if such  reorganization is approved by shareholders of the
          E-Commerce  Fund;  or (b) if the  reorganization  is not  approved  by
          shareholders,  upon the liquidation of the E-Commerce  Fund,  which is
          expected to occur prior to December 31, 2001.

     3.   Upon the effective date of the  reorganization  or the  liquidation of
          the E-Commerce  Fund,  which is expected to occur before  December 31,
          2001,  Exhibit A is hereby amended and  substituted  with the attached
          Exhibit A.

     4.   Upon the  effective  date of the  conversion of the E*TRADE Bond Index
          Fund ("Bond Fund") to an actively  managed  fund,  Exhibit A is hereby
          amended  so that the name of the Bond Fund in  Exhibit A is changed to
          "E*TRADE Bond Fund." If the conversion of the Bond Fund to an actively
          managed fund is not approved by shareholders,  upon the effective date
          of the liquidation of the Bond Fund,  Exhibit A is hereby modified and
          amended to remove that fund from Exhibit A.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Transfer Agency Services Agreement to be executed by their respective
officers, thereunto duly authorized, as of ________, 2001.

E*TRADE FUNDS                             PFPC INC.



By:                                       By:
    -----------------------------              -----------------------------
    Name:                                      Name:
    Title:                                     Title:







                                    EXHIBIT A

                                   PORTFOLIOS

                        E*TRADE Asset Allocation Fund*
                        E*TRADE Bond Index Fund**
                        E*TRADE Financial Sector Index Fund
                        E*TRADE International Index Fund
                        E*TRADE Premier Money Market Fund
                        E*TRADE Russell 2000 Index Fund
                        E*TRADE S&P 500 Index Fund
                        E*TRADE Technology Index Fund

     *    The Asset  Based Fee  Schedule  agreed to in the  compensation  letter
          agreement  dated August 12, 1999,  between PFPC and the Trust,  is not
          charged for this Portfolio.

     **   The name of this fund will be  changed to the  "E*TRADE  Bond Fund" if
          the conversion of the fund to an actively  managed fund is approved by
          shareholders.