SecProbe.io

CORRESP
1
filename1.htm

SPDR INDEX SHARES FUNDS

 Beau Yanoshik

 Partner

 +1.202.373.6133

 beau.yanoshik@morganlewis.com

via EDGAR Correspondence

 January 27, 2023

 Mr. Mark Cowan, Esquire

 Division of Investment
Management

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 SPDR Index Shares Funds (the “Registrant”): SEC File Nos.
333-92106 and 811-21145; Post-Effective Amendment No. 161 to the Registrant’s Registration Statement on Form N-1A
(“Amendment No. 161”)

 Dear Mr. Cowan:

This letter responds to comments you provided in a telephonic conversation with me on Tuesday, January 3, 2023, with respect to Amendment No. 161.
Amendment No. 161 was filed on November 23, 2022 and included disclosure with respect to the SPDR MSCI ACWI Climate Paris Aligned ETF (the “Fund”), a series of the Registrant, as set forth in the Prospectus and Statement of
Additional Information (“SAI”) filed as part of Amendment No. 161.

 Summaries of the comments with respect to the Fund, and responses
thereto on behalf of the Registrant, are provided below. All page references refer to the pages in Amendment No. 161. Capitalized terms not defined herein should be given the meaning provided in Amendment No. 161.

Prospectus

1.
 Comment: Please consider revising the Fund’s investment objective as follows:

 The SPDR MSCI ACWI Climate Paris Aligned ETF (the “Fund”) seeks to provide investment results that, before
fees and expenses, correspond generally to the total return performance of an index that provides exposure to large- and mid-cap companies in developed and emerging markets and is designed to
that exceed the minimum standards for a “Paris Aligned Benchmark” under the European Union’s Low Carbon Benchmark Regulation (the “EU BMR”) by, in the aggregate, seeking to minimize exposure to physical
and transition risks of climate change and target exposure to companies more favorably positioned to benefit from opportunities arising from the transition to a lower carbon economy.

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

+1.202.739.3000

United States

+1.202.739.3001

 Response: The Registrant believes the investment objective included in Amendment
No. 161 is appropriate, as it provides an accurate description of the Index the Fund seeks to track. The Registrant therefore respectfully declines to revise the disclosure as suggested.

2.
 Comment: Please file on EDGAR a completed draft of the Fund’s fee table and example information
prior to effectiveness.

 Response: The completed fee and example tables are included in Appendix A to this
correspondence.

3.
 Comment: Please include in the Fund’s principal investment strategy (in Item 4 or Item 9) the
current dollar range of the market capitalization of the securities in the Index. The disclosure may note that the range provided is as of a particular date and may fluctuate over time.

Response: Because the market capitalization range of companies eligible for and included in the Index is not specifically defined and
may vary at any particular time, including a market capitalization range as of a certain date may be confusing when read at a later date and, therefore, the requested disclosure has not been included. The Registrant notes the “The Fund’s
Principal Investment Strategy” and “Principal Risks of Investing in the Fund” sections discuss the Fund’s focus on large- and mid-capitalization companies.

4.
 Comment: The Staff notes that the Fund’s principal investment strategy includes disclosure stating
that the Fund may become non-diversified as a result of tracking its index, in reliance on the Stradley Ronon Stevens & Young, LLP SEC No-Action Letter (pub. avail. June 24, 2019) (the “Stradley No-Action Letter”). Please explain the basis for relying on the Stradley No-Action Letter in light of the fact that it appears the Fund tracks an index that is not broad-based.

Response: The Registrant believes the Index is broad-based, as described in the Stradley
No-Action Letter. Consistent with the representation included in the incoming letter, the Index was created by an index provider that is not an affiliated person of the Fund, its investment adviser or
principal underwriter, or an affiliated person of such persons, and was not created solely for the Fund or its affiliated persons. Further, in footnote 21 to Investment Company Act Release No. 19382 (cited in the Stradley No-Action Letter), the Commission stated that a broad-based index is one that provides investors with a performance indicator of the overall applicable stock or bond markets, as appropriate. To that point, the
Registrant notes the Index may include equity securities of large- and mid-capitalization companies located in 23 developed and 24 emerging market countries around the world, and included in any of the GICS
sector. In particular, as of December 30, 2022, the Index included 943 constituents representing all 11 GICS sectors and 42 different countries.

While the Registrant believes the Index is broad-based, if it was determined otherwise, the Registrant does not believe this should preclude
the Fund from relying on the Stradley No-Action Letter. The Registrant notes the concerns underlying the initial requested relief are present in all “diversified” index-based funds that seek to track
unaffiliated indexes, regardless of whether the unaffiliated indexes are broad-based or not. In particular, if an

index-based fund is not permitted to rely on the Stradley No-Action Letter, such fund would potentially (i) be prohibited from investing consistent
with its objective and strategies; (ii) experience greater tracking error; (iii) incur expenses associated with a shareholder vote to convert to non-diversified; and (iv) experience portfolio
management disruption. The Registrant believes each of these concerns, if realized, is neither consistent with the expectations nor in the best interests of shareholders of an index-based fund. Finally, the Registrant does not believe it would be
appropriate, or that the Staff intended, to create an unlevel regulatory “playing field” for diversified index-based funds.

5.
 Comment: With respect to the following sentence included in the Fund’s principal investment
strategy, please supplementally explain how the securities identified in this sentence help the Fund track the Index. For example, are these referring to securities of companies or issuers that follow the Paris-Aligned Benchmark?

 In addition, in seeking to track the Index, the Fund may invest in equity securities that are not included in the Index
(including common stock, preferred stock, depositary receipts and shares of other investment companies), cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds (including money market funds
advised by the Adviser).

 Response: The Fund may invest in the securities identified in the sentence above in a number of
circumstances. For example, the Fund may invest in securities that are not yet represented in the Index in anticipation of their addition to the Index. The Fund may invest in depositary receipts or shares of other investment companies when the Fund
cannot invest directly in one or more index constituents. When the Fund receives cash as part of a creation transaction or due to the sale of a Fund holding, but cannot immediately invest the cash, the Fund may temporarily hold the cash or invest it
in cash equivalents or money market instruments.

6.
 Comment: Please revise the sentence below, included in the Fund’s principal strategy, as noted.

 In seeking to track the Index, the Fund’s assets maywill be concentrated in an
industry or group of industries, but only to the extent that the Index concentrates in a particular industry or group of industries.

Response: The Registrant believes the disclosure included in the 485(a) filing is correct and appropriate. In particular, due to the
fact that the Fund employs a sampling strategy, there may be instances when the Fund’s Index is concentrated in an industry or group of industries, but the Fund is not.

7.
 Comment: Please disclose in the principal investment strategy if the Index is concentrated in an
industry or group of industries and include corresponding principal risk disclosure in Items 4 and 9 discussing the risks associated with concentration and the risks associated with any industry or group of industries, as applicable.

 Response: The Registrant confirms that as of November 30, 2022, the Fund was not concentrated in any
industry. The Registrant notes (i) the principal strategy in Item 4 includes disclosure indicating that, as of November 30, 2022, a significant portion of the Fund was comprised of companies in the technology and financial sectors, and
(ii) the principal risks section in Items 4 and 9 include corresponding risk disclosure. Please see the response to Comment 25 below with respect to the placement of the “Concentration Risk” discussion.

8.
 Comment: Please clarify in the Fund’s principal investment strategy what types of futures contracts
the Fund may invest in as part of its principal investment strategy.

 Response: The Registrant believes the
current disclosure provides an appropriate level of detail regarding the Fund’s use of derivatives in its principal investment strategies. The disclosure notes the type of derivative the Fund may use as part of its principal investment
strategies (futures contract) and the reasons for such use (to seek performance that corresponds to the Index and to manage cash flows). The Registrant believes identifying specific types of futures in the Fund’s principal investment strategies
would result in technical and complex disclosure that may be of limited use to investors.

9.
 Comment: To the extent derivatives are counted toward the Fund’s Rule 35d-1 policy, please disclose in the prospectus that such derivatives are valued on a marked to market basis. Such disclosure need not be included in Item 4.

Response: As discussed in greater detail in response to Comment 32, the Registrant does not believe the Fund’s name subjects the
Fund to Rule 35d-1. As a result, the Registrant believes this comment is not applicable.

10.
 Comment: Please consider revising the following sentence included in the Fund’s principal
investment strategy as noted.

 The Index is designed to exceed track companies that
follow the minimum standards for a “Paris-Aligned Benchmark” under the EU BMR.

 Response: The Registrant declines
to revise the disclosure as suggested because the recommended revisions alter the meaning of the sentence to reflect an inaccurate statement with respect to the Index. The minimum standards for a Paris-Aligned Benchmark apply to the Index as a
whole, and not to each individual company within the Index.

11.
 Comment: Please disclose whether the Index Provider performs any due diligence on any issuers after they
are added to the Index to seek to ensure they continue to meet the Paris-Aligned Benchmark requirements.

Response: The Index is updated at each reconstitution through a screening and optimization process, as described in the principal
investment strategy. The Index Provider does not perform due diligence between reconstitutions. To address a scenario where developments occur in between reconstitutions that would cause a constituent to otherwise be ineligible for inclusion in the
Index, the prospectus includes the following disclosure in the “ESG Investing Risk” and “Index Strategy/Index Tracking Risk” discussions in the “Principal Risks of Investing in the Fund” section:

ESG Investing Risk

 To
the extent circumstances evolve in between reconstitutions, the Index may include, and the Fund may therefore hold for a period of time, securities of companies that do not align with the Fund’s
ESG-related objectives and/or criteria.

 Index Strategy/Index Tracking Risk

To the extent circumstances evolve in between reconstitutions, the Index may include, and the Fund may therefore hold for a period of time,
securities of companies that do not align with the Index’s objective and/or criteria.

12.
 Comment: Please consider revising the following sentence included in the Fund’s principal
investment strategy as noted.

 To construct the universe of constituents eligible for inclusion in the Index (the
“Eligible Universe”), the Parent Index is first screened to remove securities of issuers based on any of the following exclusionary criteria:

Response: The Registrant has revised the disclosure as requested.

13.
 Comment: Please explain supplementally what happens if, after being included in the Index, a company
fails to satisfy the exclusionary criteria listed in the Fund’s principal investment strategy. For example, will the company be removed from the Index during the next reconstitution?

Response: Index constituents are added to and removed from the Index at each reconstitution. In the event developments occur in between
reconstitutions that would cause a constituent to otherwise be ineligible for inclusion in the Index, the constituent will remain in the Index until the next reconstitution, at which time it will be removed from the Index. As indicated in response
to Comment 11, the Registrant includes disclosure in the “ESG Investing Risk” and “Index Strategy/Index Tracking Risk” discussions in the “Principal Risks of Investing in the Fund” section to address this scenario.

14.
 Comment: Please explain how the optimization process referred to in the Fund’s principal investment
strategy relates to the minimum standard for a Paris-Aligned Benchmark under EU BMR.

 Response: As noted in
“The Fund’s Principal Investment Strategy” section, after the Parent Index is screened to remove securities based on the listed exclusionary criteria, the optimization process is applied to select and weight the final portfolio of
securities included in the Index. Among other things, the optimization process ensures that the final Index composition exceeds the minimum standards for a Paris-Aligned Benchmark under the EU BMR.

15.
 Comment: Please revise in plain English the following disclosure included in the Fund’s principal
investment strategy. In addition, please explain how these objectives and constraints are weighted in selecting the final portfolio of securities for the Index.

“minimize the Index’s exposure to physical and transition risks of climate change (‘transition and physical risk
objectives’) and (ii) target exposure to sustainable investment opportunities (‘transition opportunities objectives’). In addition, the optimization process also incorporates target constraints to seek to minimize the risk of
significant differences in constituent, country or sector weightings relative to the Parent Index, while aiming to control for constituent turnover and minimize tracking error relative to the Parent Index (‘target diversification
constraints’).”

 Response: The Registrant believes the disclosure is appropriate as written, which is
meant to serve as a high-level description of the transition and physical risk objectives, transition opportunities objectives, and target diversification constraints. The Registrant notes that the transition and physical risk objectives and the
transition opportunities objectives are described in greater detail later in the principal investment strategy. The Registrant further notes that the objectives and constraints are not weighted, but rather the Index constituents are weighted to meet
the objectives and constraints.

16.
 Comment: With respect to the bullet points describing the optimization process in the principal
investment strategy, please explain the sources of the scores and other metrics described.

 Response: The
Index’s optimization process incorporates information and data from internal and external (e.g., issuers, government agencies and non-profit organizations) sour