STANDARD & POOR?S DEPOSITARY RECEIPTS TRUST

PARTICIPANT AGREEMENT

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 State Street Bank and Trust Company (the ?Trustee?).  The Trustee serves as the trustee of the Standard & Poor?s Depositary Receipts (?SPDRs?) Trust (the ?Trust?) pursuant to certain Standard Terms and Conditions of Trust dated as of January 1, 1993 and effective as of January 22, 1993 and the Trust Indenture dated January 22, 1993 (the ?Trust Agreement?); and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (?NSCC?).  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 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.

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