SEC Division of Trading and Markets no-action letter: WisdomTree Managed Futures Strategy Fund

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
DIVISION OF August 16, 2011 TRADING AND MARKETS Mr. Jack P. Drogin, Esq.

Schiff Hardin LLP

1666 K Street N.W., Suite 300

Washington, DC 20006
Re: WisdomTree Managed Futures Strategy Fund
File No. TP 10-41
Dear Mr. Drogin:
In your letter dated August 16, 2011, as supplemented by conversations with the staff ofthe Division ofTrading and Markets ("Staff'), you request on behalf of Wisdom Tree Trust (the "Trust") and WisdomTree Managed Futures Strategy Fund (the "Fund") relief from Rule 1Ob-17 under the Securities Exchange Act of 1934, as amended ("Exchange Act"). We have enclosed a photocopy of your letter. Each defined term in this letter has the same meaning as in your letter, unless we note otherwise. Response:
Rule 1 Ob-17, with certain exceptions, requires an issuer of a class ofpublicly traded securities to give notice of certain specified actions (for example, a dividend distribution) relating to such class of securities in accordance with Rule 1 Ob-17(b). On the basis of your representations and the facts presented, and without necessarily concurring in your analysis, particularly that the concerns that the Commission raised in adopting Rule 1 Ob-17 generally will not be implicated if exemptive relief is granted to the Trust because market participants will receive timely notification ofthe existence and timing of a pending distribution, the Commission hereby grants an exemption from the requirements ofRule 1 Ob-17 to the Trust with respect to transactions in the Shares. * This exemptive relief is subject to the following conditions:

• The Trust will comply with Rule 1 Ob-17 except for Rule 1 Ob-17(b )(1 )(v)(a) and (b);
  and
• The Trust will provide the information required by Rule lOb-17(b)(1)(v)(a) and (b) to
  the Exchange as soon as practicable before trading begins on the ex-dividend date, but We also note that timely compliance with Rule lOb-17(b)(1)(v)(a) and (b) would be impractical in light ofthe nature ofthe Trust. This is because it is not possible for the Trust to accurately project ten days in advance what dividend, if any, would be paid on a particular record date.