SPDR(R) Series Trust
SPDR(R) Index Shares Funds
One Lincoln Street
Boston, Massachusetts 02111
VIA EDGAR CORRESPONDENCE
January 21, 2010
Ms. Kim Browning
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: SPDR(R) Series Trust and SPDR(R) Index Shares Funds (each a "Registrant"
and together, the "Registrants"); File Nos.: 811-08839 and 333-57793; and
811-21145 and 333-92106, respectively
Registrants' Proxy Statement
Dear Ms. Browning:
This letter responds to comments you provided to the undersigned in a telephonic
discussion on Tuesday January 19, 2010, with respect to the Registrants' proxy
statement (the "Proxy Statement"). The preliminary Proxy Statement was filed on
January 5, 2010 with four main proposals outlined therein. The Registrants
subsequently filed correspondence on January 25, 2010 that included additional
disclosure to be included in the Proxy Statement with respect to Subproposal 4F:
To Amend the Fundamental Policy On Underwriting Of Securities. The Registrants
have included such disclosure in the definitive Proxy Statement.
Summaries of the comments with respect to the Proxy Statement, and responses
thereto on behalf of the Registrants, are provided below. All page references
refer to the pages in the preliminary Proxy Statement. To the extent Registrants
indicate that a change has been made, such change is reflected in the definitive
Proxy Statement. Capitalized terms not defined herein should be given the
meaning provided in the Proxy Statement.
GENERAL COMMENTS
1. Comment: At the end of the notice, you indicate that shareholders'
may revoke proxies by writing a letter. On page 25, you indicate
that shareholders' can revoke a proxy by any of the voting methods
or by writing a letter. If shareholders can revoke proxies as stated
on page 25, please include this disclosure in the notice.
Response: The Registrants modified the sentence in the last
paragraph of the notice to read: "Proxies may be revoked at
any time before they are exercised by submitting to the
Secretary of the Trust at the address above a written notice
of revocation, by voting again (by Internet, proxy card/voting
instruction card or toll-free telephone) or by attending the
Meeting and voting in person."
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2. Comment: Within each proposal, indicate that shareholders will not
have an opportunity to weigh in on matters after the shareholder
vote unless another shareholder meeting is held on the same
proposals (i.e., one bite at apple).
Response: The Registrants use language such as "important" or
"important matters" in the Proxy Statement and supporting
documents to stress the importance of voting to shareholders.
The proposals describe the terms applicable to each proposal
should it be approved by shareholders. In addition, the
following has been added to the shareholder letter:
"Shareholder meetings in the SPDR Funds do not generally occur
with great frequency, so we ask that you take the time to
carefully consider these proposals and vote on these important
proposals. If you do not cast your vote at this Shareholder
Meeting (or an adjournment thereof), you will not have the
opportunity to vote on these matters unless another
shareholder meeting is held on the same proposals."
PROPOSAL 1 - ELECTION OF TRUSTEES
3. Comment: If a Trustee does not have any other directorships, state
"None" in the table on page 3.
Response: The Registrants changed these responses to "None"
where applicable.
PROPOSAL 2 - SUB-ADVISOR APPROVAL
4. Comment: In Proposal 2, please disclose any consideration by the
Board as to whether or not the overall advisory fee should change in
relation to hiring the sub-adviser or if the allocation of fees
between the Adviser/Sub-Adviser was appropriate.
Response: The Registrants added language stating: "The Board
was apprised of the portion of the current advisory fee that
the Adviser would pay to the Sub-Adviser under the
Sub-Advisory Agreement and also considered that such fees
would be paid directly by the Adviser and would not result in
increased fees payable by the Municipal SPDR Funds."
PROPOSAL 4 - FUNDAMENTAL POLICIES
5. Comment: Please add a side-by-side comparison of the current
fundamental policies versus the proposed fundamental policies as an
exhibit to the Proxy Statement.
Response: The Registrants added a table as Exhibit 2 to the
Proxy Statement that includes a side-by-side comparison of the
current fundamental policies versus the proposed fundamental
policies.
6. Comment: Please describe any additional risks to the Funds
associated with revision of any fundamental policy in the exhibit.
Response: The Registrants added general disclosure regarding
the potential risks associated with the revision of
fundamental policies under the "How Will the Uniform Policies
Differ From Existing Policies" section of Proposal 4. The
Registrants also added specific risk disclosure in each
Subproposal where applicable.
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7. Comment: If you have indicated that a new policy allows a Fund to
engage in an activity in accordance with the 1940 Act, please
clarify what is permitted under the 1940 Act (to the extent you have
not disclosed this already).
Response: The Registrants added this information where
applicable.
8. Comment: For any fundamental policy that you are revising or
eliminating, please describe any policy, whether non-fundamental or
an operating policy, that the Funds will continue to have with
respect to these types of investments.
Response: The Registrants added this information where
applicable.
9. Comment: With respect to the first bullet under the Concentration
heading in Subproposal 4E, please revise the language that says
"more than 25% of its assets..." to say "25% or more of its
assets..."
Response: The Registrants made this change.
QUORUM
10. Comment: In Part V of the Proxy Statement under "Quorum," please add
disclosure indicating whether or not returned, but "unsigned"
proxies will be included in determining quorum.
Response: The Registrants have added the following sentence:
"Unreturned and unsigned proxies will not be counted toward
quorum."
ADJOURNMENT
11. Comment: In Part V of the Proxy Statement under "Adjournment,"
please add disclosure indicating how broker non-votes will be
counted for adjournment.
Response: The Registrants revised the first sentence in the
paragraph so that it now reads (applicable disclosure change
has been bracketed for purposes of this response):
"If a quorum is not present or represented at the Shareholder
Meeting, the holders of a majority of the votes present in
person or by proxy and entitled to vote shall have the power
to adjourn the meeting from time to time, if the vote required
to approve or reject any proposal described in the original
notice of such meeting is not obtained (with proxies being
voted for or against adjournment, [including abstentions and
broker non-votes,] consistent with the votes for and against
the proposal for which the required vote has not been
obtained."
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The Registrants acknowledge the SEC press release, dated June 24, 2004 ("Press
Release"), in which the SEC announced that, in connection with any filing upon
which comments are provided to a registrant by the SEC staff, the staff would
require a written representation from the registrant to the effect that the
comment process would not be used as a defense by the registrant in any
securities related litigation brought against it. In accordance with the
position announced in the Press Release, and on behalf of the Registrants, each
Registrant acknowledges that it is responsible for the adequacy and accuracy of
the
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disclosures in its filings with the SEC and that it may not assert SEC staff
comments as a defense in any proceeding initiated by the SEC or any person under
the federal securities laws of the United States. Each Registrant further
acknowledges that SEC staff comments or changes to disclosures in response to
SEC staff comments in a filing reviewed by the SEC staff do not foreclose the
SEC from taking any action with respect to such filing.
We hope that the foregoing is responsive to each of the comments provided on
January 19, 2010. Please do not hesitate to contact the undersigned at (617)
662-3909 if you have any questions concerning the foregoing.
Sincerely,
/s/ Ryan M. Louvar
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Ryan M. Louvar
Secretary
cc: L. Dial, Esq.
J. McGuire, Esq.
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