AMENDMENT NO. 2 TO MEMORANDUM OF AGREEMENT

Exhibit (h)(iii)(4)

AMENDMENT NO. 2 TO

MEMORANDUM OF AGREEMENT

This amendment (the “Amendment”) made as of July 22, 2015 (“Effective Date”), amends the memorandum of agreement dated as of December 15, 1998 (the “Sub-License Agreement”) by and among The Select Sector SPDR^® Trust (the “Trust”), Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and S&P Opco, LLC, a subsidiary of S&P Dow Xxxxx Indices LLC and a successor-in-interest to Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”).

WITNESSETH THAT:

WHEREAS, pursuant to the license agreement dated November 17, 1998, as amended (the “License Agreement”), by and among Xxxxxxx Xxxxx, S&P, Archipelago Holdings LLC (as assignee of NYSE Alertnext US (formerly known as American Stock Exchange LLC) and PDR Services LLC), S&P has granted to Xxxxxxx Xxxxx a license to use the S&P 500 Index and the S&P Marks (as defined in the License Agreement) in connection with the issuance, exchange trading, marketing and/or promotion of the series of the Trust, an open-end management investment company consisting of the Products (as defined in the License Agreement);

WHEREAS, the parties entered into the Sub-License Agreement allowing the Trust to use and refer to the S&P Marks and certain Xxxxxxx Xxxxx trademarks in connection with the marketing and promotion of, and making disclosures related to, the Products;

WHEREAS, the parties desire to amend the Sub-License Agreement to add rights to the Select Sector Real Estate and Select Sector Financial Services Indices and related S&P Marks for use in connection with the marketing and promotion of, and making disclosures related to, the Products, and to update the names of the existing Products;

NOW THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties agree as follows:

1. Appendix A to the Sub-License Agreement is hereby amended by deleting the Select Sector SPDRs listed therein and replacing them with the following:

Select Sector SPDR Fund		Index
The Consumer Discretionary Select Sector SPDR Fund		Consumer Discretionary Select Sector
The Consumer Staples Select Sector SPDR Fund		Consumer Staples Select Sector
The Energy Select Sector SPDR Fund		Energy Select Sector
The Financials Select Sector SPDR Fund		Financials Select Sector
The Health Care Select Sector SPDR Fund		Health Care Select Sector
The Industrial Select Sector SPDR Fund		Industrials Select Sector
The Materials Select Sector SPDR Fund		Materials Select Sector
The Technology Select Sector SPDR Fund		Technology Select Sector
The Utilities Select Sector SPDR Fund		Utilities Select Sector
The Real Estate Select Sector SPDR Fund		Real Estate Select Sector
The Financial Services Select Sector SPDR Fund		Financial Services Select Sector

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2. This Amendment contains the entire understanding among the parties with respect to the transactions contemplated hereby. To the extent that any provision of this Amendment modifies or is otherwise inconsistent with any provision of the Sub-License Agreement, this Amendment shall control, but the Sub-License Agreement shall otherwise remain in full force and effect.

3. This Amendment may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the date first written above.

THE SELECT SECTOR SPDR TRUST
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Managing Director
S&P OPCO, LLC
By:		/s/ Xxxxx Rive
Name:		Xxxxx Rive
Title:		Managing Director

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