0001193125-14-024514 Sample Contracts

THE SELECT SECTOR SPDR® TRUST PARTICIPANT AGREEMENT
Participant Agreement • January 28th, 2014 • Select Sector SPDR Trust • Massachusetts

This Participant Agreement (the “Agreement”) is entered into by and among ALPS Portfolio Solutions Distributor, Inc. (the “Distributor”), State Street Bank and Trust Company, as transfer agent (the “Transfer Agent”) and [Participant’s Name and NSCC#] (the “Participant”) and is subject to acceptance by The Select Sector SPDR Trust (the “Trust”). The Trust is an open-end management investment company organized as a Massachusetts business trust consisting of separate investment portfolios (each, a “Fund” and collectively, the “Funds”). The Distributor has been retained as principal underwriter of the Trust and provides certain services in connection with the sale and distribution of shares of beneficial interest of the Funds (the “Shares”). The Transfer Agent has been retained to provide certain transfer agency services with respect to the purchase and redemption of Shares.

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DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2014 • Select Sector SPDR Trust • Massachusetts

Distribution Agreement made this 1st day of October, 2013, by and between The Select Sector SPDR® Trust, a Massachusetts business trust (the “Trust”), and ALPS Portfolio Solutions Distributor, Inc., a Colorado corporation (the “Distributor”).

THE SELECT SECTOR SPDR TRUST MARKETING AGREEMENT
Marketing Agreement • January 28th, 2014 • Select Sector SPDR Trust • Massachusetts

THIS MARKETING AGREEMENT (the “Agreement”) is made as of October 1, 2013, between The Select Sector SPDR Trust, a Massachusetts business trust (the “Trust”), and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation (“ALPS”).

Distribution and Service Fee Agreement
Agreement • January 28th, 2014 • Select Sector SPDR Trust • Massachusetts

THIS AGREEMENT, dated as of October 1, 2013, is made by and among ALPS Portfolio Solutions Distributor, Inc., a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Distributor”), and The Select Sector SPDR® Trust, a Massachusetts business trust (the “Trust”) having its principal place of business at One Lincoln Street, Boston, Massachusetts 02111.

AMENDMENT TO MEMORANDUM OF AGREEMENT
Memorandum of Agreement • January 28th, 2014 • Select Sector SPDR Trust

This amendment (the “Amendment”) made as of (“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, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and S&P Opco, LLC, a subsidiary of S&P Dow Jones Indices LLC and a successor-in-interest to Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”).

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