THE SELECT SECTOR SPDR TRUST
FORM OF AMENDMENT
TO THE
AMENDED AND RESTATED MARKETING AGREEMENT
THIS AMENDMENT is made as of October 1, 2008 by and between The Select
Sector SPDR Trust, a Massachusetts business trust (the "Trust") and ALPS Fund
Services, Inc., a Colorado corporation ("ALPS"). The Trust and ALPS are parties
to an Amended and Restated Marketing Agreement dated November 11, 2005 (the
"Agreement"). The Trust and ALPS wish to amend the Agreement as follows:
Section 5 of the Agreement is revised in its entirety as follows:
5. Compensation and Marketing Budget.
Subject to the terms and conditions of the 12b-1 Plans, each Fund will
pay to ALPS a fee for its services hereunder, calculated daily and payable
monthly, equal to such Fund's allocable portion of the aggregate fees
payable by the initial nine Funds, as follows:
(a) 0.0325% per annum of the aggregate daily net assets of all nine
Funds ("Aggregate Net Assets") up to Aggregate Net Assets of $9
Billion, plus
(b) 0.0275% per annum of the Aggregate Net Assets in excess of $9
Billion.
(c) 0.025% per annum of the Aggregate Net Assets in excess of $20
Billion.
(d) 0.020% per annum of the Aggregate Net Assets in excess of $30
Billion.
Such fees shall be allocated by the Distributor among the Funds
subject to this Agreement pro rata in accordance with the average daily net
assets of the respective Funds, the method of such allocation to be subject
to the annual review and approval of the Board of Trustees of the Trust.
ALPS will provide an annual marketing budget of $150,000 and 0.0025%
of Aggregate Net Assets between $4.5 Billion and $20 Billion for the
production of marketing materials and promotional items in association with
the sales and marketing of the Trust's Shares; no marketing budget will be
provided for Aggregate Net Assets over $20 Billion.
IN WITNESS WHEREOF, the parties hereto have caused to be duly executed
this Amendment as of the day and year written above.
The Select Sector SPDR Trust
By:
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Xxxx X. Xxxxxx, President
ALPS Fund Services, Inc.
By:
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Xxxxxx X. May, President
