Exhibit (e)(3)
AMENDMENT NO. 1 TO
UNDERWRITING AND DISTRIBUTION
SERVICES AGREEMENT
This Amendment No. 1 to the Underwriting and Distribution Services
Agreement (the "Agreement") made as of September 7, 1998, by and between Value
Equity Trust (formerly Xxxxxxx Equity Trust), a Massachusetts business Trust
(the "Fund"), on behalf of Value Fund, a series of the Fund, and Xxxxxx
Distributors, Inc., a Delaware Corporation, is made as of September 14, 1999.
Pursuant to Section 10 of the Agreement, the Agreement is hereby
amended by adding a new paragraph at the end of Section 8 to read as follows:
"Notwithstanding anything in this Agreement to the contrary, KDI shall
be contractually bound hereunder by the terms of any publicly announced waiver
of or cap on the compensation received for its distribution services under the
Plan or by the terms of any written document provided to the Board of Trustees
of the Fund announcing a waiver or cap, as if such waiver or cap were fully set
forth herein."
Except as provided herein, the terms and provisions of the Agreement
shall remain in full force and effect without amendment.
Executed under seal this 30th day of September, 1999.
VALUE EQUITY TRUST,
on behalf of Value Fund ATTEST:
By: /s/Xxxx X. Xxxxxxxx /s/Xxxx Xxxxxxxx
--------------------------------- ---------------------------------
Xxxx X. Xxxxxxxx Title: Vice President
President
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XXXXXX DISTRIBUTORS, INC. ATTEST:
By: /s/Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxxxx Title: Assist. Secretary
Vice President
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