FORM OF PARTICIPANT AGREEMENT
SELECT SECTOR SPDR(R) TRUST
This Participant Agreement (the "Agreement") is entered into by and between
ALPS Mutual Funds Services, 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(R) 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 "Prospectus"), Shares may be created or
redeemed only in aggregations of 50,000 Shares, referred to therein and herein
as a "Creation Unit". The Prospectus provides that Creation Units shall be
issued in exchange for Deposit Securities and a Cash Component delivered by the
Participant on behalf of the investor (which may be the Participant) to the
Trust. The Prospectus also provides that Creation Units shall be redeemed in
exchange for Fund Securities and a Cash Redemption Amount. Capitalized terms not
otherwise defined herein are used herein as defined in the Prospectus.
This Agreement is intended to set forth certain premises and the procedures
by which the Participant may create and/or redeem Creation Units. To place
orders with the Trust, an entity must be: (i) a broker-dealer or other
participant in the Continuous Net Settlement ("CNS") clearing process of the
National Securities Clearing Corporation ("NSCC") as such processes have been
enhanced to effect creations and redemptions of Creation Units, such processes
being referred to herein as the "Clearing Process", or (ii) outside the Clearing
Process (i.e., through the facilities of The Depository Trust Company ("DTC").
The parties hereto in consideration of the premises and of the mutual agreements
contained herein agree as follows:
1. Status of Participant. The Participant hereby represents, covenants and
warrants that with respect to orders for the creation or redemption of
Creation Units (i) by means of the Clearing Process, it is a member of NSCC
and a participant in the CNS System of NSCC (as defined in the Prospectus,
a "Participating Party"); (ii) outside the Clearing Process, it is a DTC
Participant (as defined in the Prospectus, a "DTC Participant"); and (iii)
of any fixed income funds, it has the ability to transact through the
Federal Reserve System. The Participant may place orders for the creation
or redemption of Creation Units either through the Clearing Process or
outside the Clearing Process, subject to the procedures for creation and
redemption referred to in paragraph 2 of this Agreement ("Execution of
Orders"). Any change in the foregoing status of Participant shall terminate
this Agreement and Participant shall give notice to the Distributor,
Transfer Agent and the Trust of such change.
2. Execution of Orders. All orders for the creation or redemption of Creation
Units shall be handled by each party hereto in accordance with the terms of
the Prospectus and the procedures described in Attachment A to this
Agreement. Each party hereto agrees to comply with the provisions of such
documents to the extent applicable to it. In the event the procedures
include the use of recorded telephone lines, the Participant hereby
consents to such use. The Trust reserves the right to issue additional or
other procedures relating to the manner of creating or redeeming Creation
Units and the Participant, the Transfer Agent and the Distributor each
agrees to comply with such procedures as may be issued from time to time.
3. NSCC. Solely with respect to orders for the creation or redemption of
Creation Units through the
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Clearing Process, the Participant as a Participating Party hereby
authorizes the Trust or its designee to transmit to NSCC on behalf of the
Participant such instructions, including share and cash amounts as are
necessary with respect to the creation and redemption of Creation Units
consistent with the instructions issued by the Participant to the telephone
representative of the Transfer Agent for purchases, upon approval by the
Distributor, and redemptions. The Participant agrees to be bound by the
terms of such instructions issued by the Transfer Agent (or the
Distributor), on behalf of the Trust and reported to NSCC as though such
instructions were issued by the Participant directly to NSCC.
4. Role of Participant. The Participant shall have no authority in any
transaction to act as agent of the Distributor, Transfer Agent or the
Trust.
5. Fees. In connection with the creation or redemption of Creation Units, the
Participant agrees to pay on behalf of the investor the Transaction Fee
prescribed in the Prospectus applicable to creation or redemption through
the Clearing Process, or the Transaction Fee and such additional fee as may
be prescribed pursuant to the Prospectus applicable to creation or
redemption outside the Clearing Process. The Trust reserves the right to
adjust the Transaction Fee subject to any limitation as prescribed in the
Prospectus.
6. Authorized Persons. Concurrently with the execution of this Agreement and
from time to time thereafter, the Participant shall deliver to the
Distributor, the Transfer Agent and the Trust, duly certified as
appropriate by its secretary or other duly authorized official, a
certificate, in the form set forth in Attachment B, setting forth the names
and signatures of all persons authorized to give instructions relating to
activity contemplated hereby or any other notice, request or instruction on
behalf of the Participant (each an "Authorized Person"). Such certificate
may be accepted and relied upon by the Transfer Agent, the Distributor and
the Trust as conclusive evidence of the facts set forth therein and shall
be considered to be in full force and effect until delivery to the Transfer
Agent, the Distributor and the Trust of a superseding certificate bearing a
subsequent date. The Transfer Agent shall issue to each Authorized Person a
unique personal identification number ("PIN Number") by which such
Authorized Person and the Participant shall be identified and instructions
issued by the Participant hereunder shall be authenticated. Upon the
termination or revocation of authority of such Authorized Person by the
Participant, the Participant shall give immediate written notice of such
fact to the Transfer Agent and the Trust and such notice shall be effective
upon receipt by the Transfer Agent and the Trust.
7. Redemption. The Participant represents and warrants that it will not obtain
an Order Number (as described in Attachment A) for the purpose of redeeming
a Creation Unit unless it or the party for which it is acting, as the case
may be, first owns the requisite number of Shares to be redeemed as a
Creation Unit.
In the event that the Distributor, Transfer Agent and/or the Trust believe
that a Participant does not have the requisite number of Shares to be
redeemed as a Creation Unit, the Distributor, Transfer Agent and/or the
Trust may reject the Participant's redemption request.
8. Beneficial Ownership. The Participant represents and warrants to the
Distributor, Transfer Agent and the Trust that (based upon the number of
outstanding Shares of each Fund made publicly available by the Trust) it
does not, and will not in the future, hold for the account of any single
Beneficial Owner of Shares of the relevant Fund, 80 percent (80%) or more
of the currently outstanding Shares of the relevant Fund, so as to cause
the Fund to have a basis in the portfolio securities deposited with the
Fund with respect to such Fund different from the market value of such
portfolio securities on the date of such deposit, pursuant to Section 351
of the Internal
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Revenue Code of 1986, as amended. The Participant agrees that the
confirmation relating to any order for one or more Creation Units of Shares
of any Fund shall state as follows:
The Purchaser represents and warrants that, after giving effect to the
purchase of Shares to which this confirmation relates, it will not
hold 80 percent or more of the outstanding Shares of the relevant Fund
of the Trust and that it will not treat such purchase as eligible for
tax-free treatment under Section 351 of the Internal Revenue Code of
1986, as amended. If purchaser is a dealer, it agrees to deliver
similar written confirmations to any person purchasing any of the
Shares to which this confirmation relates from it.
The Trust, its Transfer Agent and Distributor shall have the right to
require information from the Participant regarding Shares' ownership of
each Fund, and to rely thereon to the extent necessary to make a
determination regarding ownership of 80 percent (80%) or more of the
currently outstanding Shares of any Fund by a Beneficial Owner as a
condition to the acceptance of a deposit of Deposit Securities.
9. Indemnification. The Participant hereby agrees to indemnify and hold
harmless the Distributor, Transfer Agent and the Trust and their respective
subsidiaries, affiliates, directors, officers, employees and agents (each
an "Indemnified Party") from and against any loss, liability, cost or
expense suffered or incurred by such Indemnified Party resulting from, in
connection with or arising out of (i) any breach by the Participant of any
provision of this Agreement; or (ii) any failure by Participant, for any
reason, fraudulent, negligent or otherwise to comply with its obligations
under this Agreement, (iii) any action undertaken in accordance with the
terms at the direction of or for the benefit of the Participant, or (iv)
any actions of such Indemnified Party in reliance upon any instructions
issued in accordance with Attachment A (as may be amended from time to
time) believed by the Distributor, the Transfer Agent and/or Trust to be
genuine and to have been given by the Participant. This paragraph shall
survive the termination of this Agreement.
10. Additional Payment on Redemption. In the event that the Participant
receives Fund Securities the value of which exceeds net asset value at the
time of redemption, the Participant agrees to pay, on the same business day
it is notified, or cause the beneficial owner(s) of the shares redeemed to
pay, on such day, to the Trust an amount in cash equal to the difference.
11. Acknowledgment. The Participant acknowledges receipt of the Prospectus and
represents it has reviewed such document and understands the terms thereof.
The Distributor agrees to process orders for creation in accordance with
the provisions of the Prospectus. The Transfer Agent agrees to process
orders for redemptions in accordance with the provisions of the Prospectus.
12. Notices. Except as otherwise specifically provided in this Agreement, all
notices required or permitted to be given pursuant to this Agreement shall
be given in writing and delivered by personal delivery or by postage
prepaid registered or certified United States first class mail, return
receipt requested, or by facsimile or similar means of same day delivery
(with a confirming copy by U.S. mail as provided herein). Unless otherwise
notified in writing, all notices to the Trust shall be given or sent as
follows: State Street Bank and Trust Company, Investor Reporting, ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn.: Select Sector SPDR(R) Trust.
All notices to the Participant and the Distributor or the Transfer Agent,
as the case may be, shall be directed to the address, telephone or
facsimile numbers indicated below the signature line of such party.
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13. Termination and Amendment. This Agreement shall become effective in this
form as of the date accepted by the Trust and may be terminated at any time
by any party upon thirty days prior notice to the other parties (i) unless
earlier terminated by the Trust in the event of a breach of this Agreement
or the procedures described herein by the Participant or (ii) in the event
that the Trust is terminated for any reason. This Agreement supersedes any
prior such agreement between the parties. This Agreement may be amended by
the Trust from time to time by the following procedure. The Trust will mail
a copy of any such amendment to the Distributor, the Transfer Agent and the
Participant. If neither the Distributor, the Transfer Agent nor the
Participant objects in writing to the amendment within ten days after its
receipt, the amendment will become part of this Agreement in accordance
with its terms.
14. Limitation of Liability. The Trust's Declaration of Trust which is hereby
referred to and a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts, provides that the name Select Sector SPDR(R)
Trust means the Trustees from time to time serving (as Trustees but not
personally) under such Declaration of Trust. It is expressly acknowledged
and agreed that the obligations of the Trust hereunder shall not be binding
upon any of the shareholders, Trustees, officers, employees or agents of
the Trust, personally, but shall bind only the trust property of the Trust,
as provided in its Declaration of Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust and signed by
an officer of the Trust, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property
of the Trust as provided in its Declaration of Trust.
15. Counterparts. This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all shall constitute
but one and the same instrument.
16. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.
17. Anti-Money Laundering Program. The Participant represents and warrants to
the Trust that it has, or its relevant service providers on its behalf,
have:
a. Established and implemented policies, procedures and internal controls
reasonably designed to achieve compliance with the Bank Secrecy Act
(the "BSA") and applicable regulations adopted to implement the
provisions of the BSA, including policies and procedures that can be
reasonably expected to detect and cause the reporting of transactions
under Section 5318 of the BSA ("AML Program");
b. Designated an individual or individuals responsible for implementing
and monitoring its AML Program;
c. Provided ongoing training for the appropriate personnel with respect
to its AML Program;
d. Provided for ongoing testing of its AML Program by independent
personnel or by a qualified outside party; and
e. Participant will continue to maintain its AML Program in light of
current applicable laws and regulations during the term of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the __ day of ____________________, 200_.
ALPS MUTUAL FUNDS SERVICES, INC.
BY:
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PRINTED NAME:
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TITLE:
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ADDRESS:
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TELEPHONE:
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FACSIMILE:
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STATE STREET BANK AND TRUST COMPANY
BY:
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PRINTED NAME:
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TITLE:
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ADDRESS:
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TELEPHONE:
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FACSIMILE:
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PARTICIPANT NAME:
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NSCC #:
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BY:
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PRINTED NAME:
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TITLE:
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ADDRESS:
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TELEPHONE:
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FACSIMILE:
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ACCEPTED
SELECT SECTOR SPDR(R) TRUST
BY:
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PRINTED NAME:
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TITLE:
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SELECT SECTOR SPDR(R) TRUST
ATTACHMENT A
This document supplements the Prospectus with respect to the procedures to
be used by (i) the Distributor in processing an order for the creation of
Creation Units of each Fund and (ii) the Transfer Agent in processing an order
for redemption of Creation Units of each Fund. To accommodate Participants with
restricted securities in the standard basket, the Participant may utilize custom
creation and redemption baskets. For a Participant to transact in a custom
basket, the Participant must acknowledge the additional procedures described in
Appendix 1 relating to custom baskets.
A Participant is required to have signed the Participant Agreement. Upon
acceptance of the Participant Agreement by the Trust, the Transfer Agent will
assign a personal identification number to each Authorized Person authorized to
act for the Participant. This will allow a Participant through its Authorized
Person(s) to place an order with respect to Creation Units.
TO PLACE AN ORDER FOR CREATION OR REDEMPTION OF CREATION UNITS
1. Call to Receive an Order Number. For Creations, an Authorized Person for
the Participant will call the telephone representative at ▇-▇▇▇-▇▇▇-▇▇▇▇
not later than the closing time of the regular trading session on the New
York Stock Exchange (the "NYSE Closing Time") (ordinarily 4:00 p.m. Eastern
Time) to receive an Order Number. For Redemptions, an Authorized Person for
the Participant will call the telephone representative at ▇-▇▇▇-▇▇▇-▇▇▇▇
not later than the NYSE Closing Time to receive an Order Number.
Upon verifying the authenticity of the caller (as determined by the use of
the appropriate PIN Number) and the terms of the order, the telephone
representative will issue a unique Order Number. All orders with respect to
the creation or redemption of Creation Units are required to be in writing
and accompanied by the designated Order Number. Incoming telephone calls
are queued and will be handled in the sequence received. Calls placed
before the NYSE Closing Time will be processed even if the call is taken
after this cut-off time. ACCORDINGLY, DO NOT HANG UP AND REDIAL. INCOMING
CALLS THAT ARE ATTEMPTED LATER THAN THE NYSE CLOSING TIME WILL NOT BE
ACCEPTED.
NOTE THAT THE TELEPHONE CALL IN WHICH THE ORDER NUMBER IS ISSUED INITIATES
THE ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE ORDER. AN ORDER IS ONLY
COMPLETED AND PROCESSED UPON RECEIPT OF WRITTEN INSTRUCTIONS CONTAINING THE
DESIGNATED ORDER NUMBER, AUTHORIZED INDIVIDUALS' SIGNATURES AND TRANSMITTED
BY FACSIMILE (the "Order").
ORDERS FOR REDEMPTION WILL BE SUBJECT TO REJECTION IF PARTICIPANT DOES NOT
HOLD REQUISITE NUMBER OF SHARES TO FULFILL REQUEST.
2. Place the Order. An Order Number is only valid for a limited time. The
Order for creation or redemption of Creation Units must be sent by
facsimile to the telephone representative within 20 minutes of the issuance
of the Order Number. In the event that the Order is not received within
such time period, the telephone representative will attempt to contact the
Participant to request immediate transmission of the Order. Unless the
Order is received by the telephone representative upon the earlier of (i)
within 15 minutes of contact with the Participant or (ii) 45 minutes after
the NYSE Closing Time, the order will be deemed invalid.
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3. Await Receipt of Confirmation.
A. Clearing Process. The Distributor (in the case of creations) or the
Transfer Agent (in the case of redemptions) shall issue a confirmation
of Order acceptance within approximately 15 minutes of its receipt of
an Order received in good form. In the event the Participant does not
receive a timely confirmation from the Distributor or the Transfer
Agent, it should contact the telephone representative at the business
number indicated.
B. Outside the Clearing Process. In lieu of receiving a confirmation of
Order acceptance, the DTC Participant will receive an acknowledgment
of Order acceptance. The DTC Participant shall deliver on settlement
date the Deposit Securities and Cash Component (in the case of
creations) or the Creation Unit size aggregation of shares on trade
date plus one (in the case of redemptions) to the Trust through DTC.
The Trust shall settle the transaction within prescribed settlement
date.
4. Ambiguous Instructions. In the event that an Order contains terms that
differ from the information provided in the telephone call at the time of
issuance of the Order Number, the telephone representative will attempt to
contact the Participant to request confirmation of the terms of the order.
If an Authorized Person confirms the terms as they appear in the Order then
the order will be accepted and processed. If an Authorized Person
contradicts its terms, the Order will be deemed invalid and a corrected
Order must be received by the telephone representative not later than the
earlier of (i) within 15 minutes of such contact with the Participant or
(ii) 45 minutes after the NYSE Closing Time. If the telephone
representative is not able to contact an Authorized Person, then the Order
shall be accepted and processed in accordance with its terms
notwithstanding any inconsistency from the terms of the telephone
information. In the event that an Order contains terms that are illegible,
as determined in the sole discretion of the Distributor (in the case of
creations) or the Transfer Agent (in the case of redemptions), the Order
will be deemed invalid and the telephone representative will attempt to
contact the Participant to request retransmission of the Order. A corrected
Order must be received by the telephone representative not later than the
earlier of (i) within 15 minutes of such contact with the Participant or
(ii) 45 minutes after the NYSE Closing Time.
5. Processing an Order. The Transfer Agent reserves the right to suspend an
Order in the event that its acceptance would appear to result in the
Participant or a Beneficial Owner owning 80 percent (80%) or more of all
outstanding shares of a given Fund. In such event, the telephone
representative will attempt to contact an Authorized Person for purposes of
confirmation of the fact that with respect to such Participant no
Beneficial Owner would own 80 percent (80%) or more of all outstanding
shares of a given Fund upon execution of the Order. In the event that (i)
the telephone representative is unable to contact an Authorized Person or
(ii) the Participant fails to transmit an identical Order containing a
representation and warranty as to such fact, then the Order shall be deemed
invalid.
6. Creation of Creation Units Without Receipt of Deposit Securities. Creation
Units of the Fund may be created in advance of receipt by the Trust of all
or a portion of the applicable Deposit Securities, provided that the
Participant deposits an initial deposit of cash with the Trust having a
value greater than the net asset value of the shares on the date the order
is placed in proper form. In addition to available Deposit Securities, cash
must be deposited in an amount equal to the sum of (i) the Cash Component,
plus (ii) 115% of the market value of the undelivered Deposit Securities
(the "Additional Cash Deposit"). The order shall be deemed to be received
on the Business Day on which the order is placed provided that the order is
placed in proper form
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prior to 4:00 p.m. Eastern Time such date and federal funds in the
appropriate amount are deposited with the Trust's Custodian by 1:00 p.m.
Eastern Time on settlement date. If the order is not placed in proper form
by 4:00 p.m. Eastern Time or federal funds in the appropriate amount are
not received by 1:00 p.m. Eastern Time on settlement date, then the order
may be deemed to be rejected and the Participant shall be liable to the
Trust for losses, if any, resulting there from. An additional amount of
cash shall be required to be deposited with the Trust, pending delivery of
the missing Deposit Securities to the extent necessary to maintain an
amount of cash on deposit with the Trust at least equal to 115% of the
daily marked to market value of the missing Deposit Securities. In the
event that additional cash is not paid, the Trust may use the cash on
deposit to purchase the missing Deposit Securities. The Participant will be
liable to the Trust for the costs incurred by the Trust in connection with
any such purchases. These costs will be deemed to include the amount by
which the actual purchase price of the Deposit Securities exceeds the
market value of such Deposit Securities on the day the purchase order was
deemed received by the Distributor plus the brokerage and related
transaction costs associated with such purchases. The Trust will return any
unused portion of the Additional Cash Deposit once all of the missing
Deposit Securities have been properly received by the Custodian or
purchased by the Trust and deposited into the Trust. The Trust shall charge
and the Participant agrees to pay to the Trust the Transaction Fee
prescribed in the Prospectus applicable to creation or redemption through
the Clearing Process, or the Transaction Fee and such additional fee as may
be prescribed pursuant to the Prospectus applicable to creation or
redemption outside the Clearing Process. The delivery of Creation Units of
the Fund so created will occur no later than the prescribed settlement date
following the day on which the purchase order is deemed received by the
Distributor.
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SELECT SECTOR SPDR(R) TRUST
APPENDIX 1--PROCEDURES SPECIFIC TO CUSTOM BASKETS
To accommodate Participants with restricted securities in the standard
basket of a Fund, State Street has developed custom creation and redemption
baskets (the "Custom Baskets"). Custom Baskets are intended to allow
Participants with restricted issues in a particular Fund, to transact in that
Fund using the Custom Basket process. The Custom Basket process substitutes
cash-in-lieu for the restricted securities and continues to settle through the
standard CNS process at NSCC. It is the responsibility of the Participant to
apply to the NSCC by contacting DTCC Relationship Services Group at
▇-▇▇▇-▇▇▇-▇▇▇▇ to allow them to receive Custom Baskets as well as the regular
daily standard baskets (the "Standard Baskets"). To ensure proper tracking of
the Fund to its benchmark index the following guidelines must be followed when
transacting Custom Baskets:
1. On or before T-1, the Participant must request a Custom Basket from the
Transfer Agent by calling ▇-▇▇▇-▇▇▇-▇▇▇▇. The Transfer Agent will fax a
custom basket form on which the Participant must identify the restricted
securities to be omitted from the creation or redemption basket. At this
time, the Participant is limited to substituting cash-in-lieu only for
restricted issues. Participants may request that the Custom Basket be
available for creations and redemptions for a one-time transaction, a
specific period or indefinitely. The Transfer Agent will review the Custom
Basket request and, if approved, will deliver a confirmation back to the
Participant. In the event subsequent additions and/or deletions to
restricted issues are required to change the custom basket already
approved, the Participant is responsible for completing a new standard form
with the Transfer Agent.
2. On trade date, prior to the opening of the NYSE, State Street will notify
NSCC as to the components of the approved Custom Baskets available that day
along with the components of the Standard Basket. Each Custom Basket will
be identified by a separate NSCC assigned instruction CUSIP.
3. On trade date, the Participant will follow the directions regarding placing
orders outlined in Attachment A. A Participant wishing to create or redeem
a Custom Basket must identify the custom CUSIP on the order form in the
blank provided. Orders received without a custom CUSIP indicated will be
processed as orders for Standard Baskets. Participants placing orders for
Custom Baskets must note that the cut-off-time to create and redeem a
Custom Basket will be 3:00 p.m. Eastern Time. ORDERS FOR CUSTOM BASKETS
WILL NOT BE PROCESSED IF RECEIVED BY AFTER 3:00 P.M. EASTERN TIME. The
Participant must transact on the Standard Basket after 3:00 p.m. Eastern
Time.
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IN WITNESS WHEREOF, the Participant acknowledges that he or she has read
the procedures relating to Custom Baskets and agrees to comply with all such
procedures. Failure to comply with the Custom Basket procedures will require the
transaction to be effected in Standard Basket.
PARTICIPANT:
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NSCC #:
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BY:
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TITLE:
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ADDRESS:
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TELEPHONE:
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FACSIMILE:
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Date:
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▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇(▇) TRUST
AUTHORIZED PERSONS
ATTACHMENT B
The following individuals are Authorized Persons pursuant to Section 6 of
the Participant Agreement between State Street Global Markets, LLC, State Street
Bank and Trust Company and
,
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Participant Name NSCC #
NAME TITLE SIGNATURE
---- ----- ---------
Date:
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12