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EXHIBIT 6(c)
ALPS Mutual Funds Services, Inc.
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
INVESTOR SERVICES AGREEMENT
Gentlemen:
As distributor and principal underwriter (the "Distributor") of The
Select Sector SPDR Trust (the "Trust"), an open-end, management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), currently consisting of nine separate portfolio series (each a
"Fund"), we wish to enter into this Investor Services Agreement (this
"Agreement") with you concerning (i) your provision of broker-dealer and
shareholder support services to your customers ("Clients") who may from time to
time beneficially own issued and outstanding shares of beneficial interest (the
"Shares") of the initial nine Funds of the Trust indicated on Appendix A hereto
(each, an "Initial Fund"), and each additional Fund subsequently established by
the Trust and made subject to this Agreement in accordance with Appendix B
hereto (each, an "Additional Fund" and, together with the Initial Funds, the
"Funds") and (ii) your educational and promotional activities in the secondary
market for the Shares listed and traded on the American Stock Exchange.
Capitalized terms, unless otherwise defined herein, shall have the meanings
attributed to them in the Trust's current Prospectus and Statement of Additional
Information.
This Agreement is a related agreement as contemplated by Rule 12b-1
under the 1940 Act with respect to the Rule 12b-1 plan (each a "12b-1 Plan" and
together the "12b-1 Plans") of each Initial Fund of the Trust, and subject to
the approval of the Board of Trustees pursuant to Rule 12b-1 of each Additional
Fund. Both you and we and the Trust expect that your shareholder support
services in connection with Shares pursuant to this Agreement will tend to
increase investor interest in and the use and trading of Shares on the secondary
market and thus promote further sales of additional Creation Units of Shares.
The terms and conditions of this Agreement are as follows:
Section 1. Shareholder Services. You agree to perform shareholder
account administrative, maintenance and servicing functions, which shall include
one or more of the following: (a) answering Client inquiries regarding account
status and history and maintaining account information for Clients with respect
to Shares beneficially owned by Clients; (b) processing dividend and
distribution payments on behalf of Clients; (c) providing information
periodically to Clients showing their positions in Shares; (d) at your
discretion, providing and maintaining elective services such as check writing on
the Client's account and wire transfer services; (e) acting as a participant (a
"DTC Participant") in the book-entry facilities of The Depository Trust Company
("DTC") on behalf of Clients holding beneficial interests in Shares; (f) issuing
confirmations of transactions in Shares; (g) forwarding shareholder
communications from us or on behalf of the Trust (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices); (h) producing and mailing to Clients monthly statements,
confirmations or other reports, including year-end tax information; (i) making
any elections with respect to Series dividends on behalf of Clients; and (j)
such other services analogous to the foregoing as you customarily provide to
Clients with respect to holdings of shares of open-end investment companies or
exchange-listed stocks as the Trust or a Client may reasonably request from time
to time, and may engage in educational and promotional services relating to
Shares (which may include compensation and sales incentives to your registered
brokers or other sales personnel) and facilitation through
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broker-dealers and other persons of communications to the extent you are
permitted to do so under applicable statutes, rules and regulations.
Section 2. Fees. In consideration of the services provided by you
hereunder, subject to the terms and conditions of the 12b-1 Plans and to the
provisions set forth on Appendix B hereto, in our capacity as the Distributor
implementing the 12b-1 Plans we will pay to you and you agree to accept as full
payment therefor, a fee at the annual rate of _________ of the average daily net
asset value of Shares held by you. Such fee will be computed daily and payable
monthly. The calculation of such fees by us shall be based on the report of
holdings of Shares by the Trust's transfer agent and by you as confirmed to us
in writing. Such calculation shall be final and conclusive for all purposes
hereunder. In consideration of the receipt of fees under the 12b-1 Plan, you
acknowledge and agree to all of the provisions set forth in Appendix B hereto.
In the event that any Additional Fund becomes subject to this Agreement, we will
pay to you in our capacity as Distributor, for the services and facilities to be
provided by you hereunder with respect to such Additional Fund a fee at the rate
set forth in or pursuant to the 12b-1 Plan approved by the Board of Trustees of
the Trust with respect to such Additional Fund. In no event may the fee payable
to you under this Agreement exceed an annual rate of .10% of the average daily
net assets of Shares held by you.
Section 3. Information Pertaining to Shares, Etc. (a) You and your
officers, employees and agents are not authorized to make any representations
concerning the Trust or the Shares except to communicate to Clients accurately
factual information contained in the Trust's Prospectus and Statement of
Additional Information, any marketing materials filed by us, if required, on
behalf of the Trust with the National Association of Securities Dealers, Inc.
and objective historical performance information, provided that the foregoing
shall not apply to any materials produced for your brokers, registered
representatives, or other employees for internal use only. You shall act as
agent for Clients only in your capacity as shareholder servicing agent hereunder
furnishing information regarding the Trust or the Shares and shall have no
authority to act as agent, partner, joint venture participant or in any similar
capacity for us or the Trust in any matter or in any respect.
(b) You understand that neither the Trust nor any Fund will be
advertised or marketed as an open-end investment company, i.e., as a mutual
fund, which offers redeemable securities. Any advertising materials, including
the Trust prospectus, will prominently disclose that the Shares are not
redeemable units of beneficial interest in the Trust. You further understand
that the creation of any communications, literature or advertisements in all
media formats regarding the Trust or Shares (other than for internal use by your
brokers, representatives and employees) must be approved by us prior to printing
or dissemination and must follow our internal procedures for such approvals,
including, if necessary, approval by the NASD. In addition, any shareholder
communications with respect to the Trust or Shares, including the Trust
prospectus, will disclose that the owners of Shares may acquire and tender those
shares for redemption to the Trust in Creation Unit aggregations only.
(c) During the term of this Agreement, we or the Trust shall
furnish or otherwise make available to you such information relating to the
business affairs of the Trust as you at any time, or from time to time,
reasonably request in order to discharge your obligations hereunder. You and
your officers and employees will, upon reasonable request, be available during
normal business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
Section 4. Representations and Warranties. By your written acceptance
of this Agreement, you represent, warrant and agree that you are, and at all
times will remain, a DTC Participant and that you will comply with all
applicable laws and regulations and the rules and procedures of DTC governing
the book-entry system in connection with the performance of your obligations
hereunder and will inform us of any change in applicable
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laws or regulations (or interpretations thereof) that would prevent or impair
full performance of any of your obligations hereunder.
Section 5. Term and Termination. Unless sooner terminated, this
Agreement will continue for one year following the date of its adoption.
Thereafter, this Agreement will continue automatically for successive annual
periods provided that such continuance is specifically approved at least
annually by the Trust in the manner described in Appendix B. This Agreement is
terminable in accordance with Appendix B. This Agreement may be amended in
writing by the parties hereto.
Section 6. Notice. All notices and other communications to either you
or us will be duly given if mailed, telegraphed, faxed or transmitted by similar
telecommunications device to us at the address shown above and to you at the
address shown below.
Section 7. Governing Law. This Agreement will be construed in
accordance with the laws of the State of New York.
If you agree to be bound by the provisions of this Agreement, please
sign two copies of this letter where indicated below and promptly return it to
us, c/o Legal Department, ALPS Mutual Funds Services, Inc., 000 00xx Xxxxxx,
Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000. We will return one signed copy for your
files.
Very truly yours,
ALPS MUTUAL FUNDS SERVICES, INC.
Dated: , 199 By:
--------------- ---- ----------------------------
Xxxxxx Xxxxxx
Chief Financial Officer
Accepted and Agreed to:
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Name of Firm
By:
---------------------------
Authorized Officer
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Name
-------------------------------
Title
Dated: , 199
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Appendix A
Shares
Trading CUSIP
Series Symbol No.
------ ------ ---
The Basic Industries Select Sector SPDR Fund Index Series
The Consumer Services Select Sector SPDR Fund Index Series
The Consumer Staples Select Sector SPDR Fund Index Series
The Cyclical/Transportation Select Sector SPDR Fund Index Series
The Energy Select Sector SPDR Fund Index Series
The Financial Select Sector SPDR Fund Index Series
The Industrial Select Sector SPDR Fund Index Series
The Technology Select Sector SPDR Fund Index Series
The Utilities Select Sector SPDR Fund Index Series
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Appendix B
1. Rule 12b-1 Information. You will provide to us and the Trust's Board
of Trustees such information as we and the Trust's Board of Trustees may
reasonably request in order to enable us and the Board of Trustees to fulfill
the requirements of Rule 12b-1 and the 12b-1 Plan, including, without
limitation, any reports required by paragraph (b)(3)(ii) of Rule 12b-1. In
addition, you will furnish us or our designees with such information as we or
they may reasonably request and will otherwise cooperate with us and our
designees (including, without limitation, any auditors designated by us or the
Trust), in connection with preparation of reports to the Trust's Board of
Trustees concerning this Agreement and the monies paid or payable to you by us
in connection with your services hereunder as well as any other reports or
filings that may be required by law. During the time that this Agreement is in
effect, the reelection and nomination of those trustees of the Trust who are not
"interested persons" (as defined in the 0000 Xxx) of the Trust shall be
committed to the discretion of the trustees of the Trust who are not such
"interested persons" of the Trust.
2. Compliance with Laws. By your written acceptance of this Agreement,
you represent, warrant and agree that you understand that this Agreement is a
Rule 12b-1 related agreement under the 1940 Act, subject to the provisions of
such Rule, as well as any other applicable rules or regulations of the
Securities and Exchange Commission; agree to conform to any compliance standards
adopted by us governing the services to be provided by you hereunder with
respect to Shares, as in effect from time to time; and agree to comply with
applicable federal and state securities laws and regulations, and regulations of
relevant self-regulatory organizations, pertaining to transactions in Shares.
3. Approvals. This Agreement, and each Rule 12b-1 Plan, is subject to
annual approval by vote of (i) the Trust's Board of Trustees and (ii) of a
majority of those Trustees who are not "interested persons" (as defined in the
0000 Xxx) of the Trust and have no direct or indirect financial interest in the
operation of the 12b-1 Plans adopted by the Trust regarding the provision of
support services to the beneficial owners of Shares of the respective Funds or
in any agreement related thereto ("Disinterested Trustees") cast in person at a
meeting called for the purpose of voting on such approval.
4. Termination. This Agreement is terminable, without penalty, at any
time (a) by the Trust by a vote of a majority of the Disinterested Trustees or
by vote of the holders of a majority of the voting securities (as such terms is
defined in the 0000 Xxx) of such Funds or by you, upon 60 days' notice in
writing to the other party hereto, (b) upon the termination of the Distribution
Agreement between the Trust and us or (c) as to any Fund, upon the termination
of its 12b-1 Plan. This Agreement shall also terminate automatically upon its
assignment (as defined in the 1940 Act).
