Select Sector SPDR Trust Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN SSGA FUNDS MANAGEMENT, INC. AND THE SELECT SECTOR SPDR(R) TRUST
Investment Advisory Agreement • January 28th, 2004 • Sector SPDR Trust • Massachusetts
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RECITALS
Custodian Agreement • January 27th, 2006 • Select Sector SPDR Trust • Massachusetts
WITNESSETH:
Custodian Contract • November 17th, 1998 • Sector SPDR Trust • Massachusetts
INVESTMENT ADVISORY AGREEMENT BETWEEN STATE STREET BANK AND TRUST COMPANY AND THE SELECT SECTOR SPDR(R) TRUST
Investment Advisory Agreement • November 17th, 1998 • Sector SPDR Trust • Massachusetts
FORM OF AMENDMENT TO THE AMENDED AND RESTATED MARKETING AGREEMENT
Marketing Agreement • January 28th, 2009 • Select Sector SPDR Trust
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.

ADMINISTRATION AGREEMENT
Administration Agreement • January 28th, 2016 • Select Sector SPDR Trust • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of June 1, 2015, is by and between SSGA Funds Management, Inc., a Massachusetts corporation (the “Administrator”), and The Select Sector SPDR® Trust, a Massachusetts business trust (the “Trust”).

SUB-ADMINISTRATION AGREEMENT (The Select Sector SPDR Trust)
Sub-Administration Agreement • January 28th, 2016 • Select Sector SPDR Trust • Massachusetts
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”).

AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 28th, 2019 • Select Sector SPDR Trust

This Amendment to the Transfer Agency and Service Agreement (the “Amendment”) is made and entered into as of December 17, 2018 by and between The Select Sector SPDR Trust (the “Fund”) and State Street Bank and Trust Company (the “Bank” and, with respect to its transfer agency services, the “Transfer Agent”).

THE SELECT SECTOR SPDR TRUST RESTATED MARKETING AGREEMENT
Marketing Agreement • June 15th, 2018 • Select Sector SPDR Trust • Massachusetts

THIS MARKETING AGREEMENT (the “Agreement”) is made as of April 16, 2018, between The Select Sector SPDR Trust, a Massachusetts business trust (the “Trust”), and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation (“ALPS”).

SECURITIES LENDING AUTHORIZATION AGREEMENT Between THE SELECT SECTOR SPDR® TRUST ON BEHALF OF EACH OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY, and STATE STREET BANK AND TRUST COMPANY
Securities Lending Authorization Agreement • January 25th, 2008 • Select Sector SPDR Trust • Massachusetts

This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each of the series of the Trust as listed on Schedule B to this Agreement (the Trust acting on behalf of each such series, a “Fund” and collectively, the “Funds”) as it may be amended by the parties, and no series of the Trust shall be responsible or liable for any of the obligations of any other series of the Trust under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.

ADMINISTRATION AGREEMENT SCHEDULE A Listing of Fund(s)
Administration Agreement • January 27th, 2017 • Select Sector SPDR Trust
Amendment No. 2 to Distribution and Service Fee Agreement
Select Sector SPDR Trust • January 27th, 2017

This Amendment to the Distribution and Service Fee Agreement (this “Amendment”), by and between The Select Sector SPDR® Trust, a Massachusetts business trust (the “Trust”) and ALPS Portfolio Solutions Distributor, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Distributor”), is dated as of November 21, 2016.

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Schedule B
Select Sector SPDR Trust • January 27th, 2017

This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 28th day of November, 2007 between THE SELECT SECTOR SPDR® TRUST, ON BEHALF OF EACH OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and STATE STREET BANK AND TRUST COMPANY (“State Street”).

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.

The Select Sector SPDR® Trust One Lincoln Street Boston, MA 02111
Select Sector SPDR Trust • January 28th, 2015

Reference is made to the Investment Advisory Agreement between us dated as of December 1, 2003, as amended (the “Agreement”). Pursuant to Section 8 of the Agreement, this letter serves to amend Exhibit A to the Agreement to reflect a new fee schedule for the Funds.

Amendment No. 1 to Distribution and Service Fee Agreement
Select Sector SPDR Trust • October 6th, 2015

This Amendment, dated as of October 5, 2015, to the Distribution and Service Fee Agreement (this “Amendment”), by and between The Select Sector SPDR® Trust, a Massachusetts business trust (the “Trust”) and ALPS Portfolio Solutions Distributor, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Distributor”).

AMENDMENT TO MEMORANDUM OF AGREEMENT
Memorandum of Agreement • July 24th, 2015 • Select Sector SPDR Trust

This amendment (the “Amendment”) made as of March 5, 2014 with retroactive effect as of January 1, 2013 (“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”).

AMENDMENT NO. 4 TO MEMORANDUM OF AGREEMENT
Memorandum of Agreement • January 28th, 2019 • Select Sector SPDR Trust

This amendment ( the “Amendment”) made as of March 1, 2018 (“Effective Date”}, amends the Memorandum of Agreement dated as of December 15, 1.998 (the “Sub-License Agreement”) by and among The Select Sector SPDR R 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· ln-interest to Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), as amended by Amendment to Memorandum of Agreement dated as of October 17, 2008, as further amended by Amendment to Memorandum of Agreement dated as of July 22, 2015, and as further amended by Amendment No. 3 to Memorandum of Agreement dated as of November 3, 2017.

Select Sector SPDR® Trust PARTICIPANT AGREEMENT
Select Sector Spdr® Trust Participant Agreement • January 25th, 2008 • Select Sector SPDR Trust • Massachusetts

This Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributors, 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 Select Sector SPDR® Trust (the “Trust”). The Trust is an open-end management investment company organized as a Massachusetts business trust which consists of investment portfolios as set forth in the Trust’s current prospectuses (each a “Fund” and collectively the “Funds”). The Distributor has been retained to provide certain services with respect to acting as principal underwriter of the Trust in connection with the creation and distribution of shares the Funds (the “Shares”). The Transfer Agent has been retained to provide certain services with respect to the creation and redemption of Shares. As specified in the Trust’s current prospectuses and Statement of Additional Information (together, the “Prospe

AMENDED AND RESTATED SECURITIES LENDING AUTHORIZATION AGREEMENT Between THE SELECT SECTOR SPDR® TRUST ON BEHALF OF EACH OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY, and STATE STREET BANK AND TRUST COMPANY
Securities Lending Authorization Agreement • January 26th, 2018 • Select Sector SPDR Trust • Massachusetts

This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each of the series of the Trust as listed on Schedule B to this Agreement (the Trust acting on behalf of each of its series, a “Fund” and collectively, the “Funds”) as it may be amended by the parties, and no series of the Trust shall be responsible or liable for any of the obligations of any other series of the Trust under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.

Amendment No. 1 to Distribution Agreement
Distribution Agreement • October 6th, 2015 • Select Sector SPDR Trust

This Amendment, dated as of October 5, 2015, to the Distribution Agreement (this “Amendment”), by and between The Select Sector SPDR® Trust, a Massachusetts business trust (the “Trust”) and ALPS Portfolio Solutions Distributor, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Distributor”).

Schedule B
Select Sector SPDR Trust • October 6th, 2015

This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 6th day of October, 2015 between THE SELECT SECTOR SPDR® TRUST, ON BEHALF OF EACH OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”) and STATE STREET BANK AND TRUST COMPANY (“State Street”).

Amendment No. 3 to Marketing Agreement
Marketing Agreement • January 26th, 2018 • Select Sector SPDR Trust

This Amendment No. 3 (this “Amendment”) to the Marketing Agreement, as amended, (the “Agreement”), by and between The Select Sector SPDR® Trust, a Massachusetts business trust (the “Trust”) and ALPS Fund Services, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (“ALPS”), is dated as of October 20, 2017.

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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