SEC Division of Trading and Markets no-action letter: WisdomTree Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF
TRADING AND MARKETS
May 9, 2008
Richard F. Morris
Deputy General Counsel
WisdomTree Asset Management, Inc.
380 Madison Avenue, 21st Floor
New York, NY 10017
Re: WisdomTree Trust .

File No. TP 08-39

Dear Mr. Morris:
In your letter dated May 9, 2008, as supplemented by conversations with the staffof the Division ofTrading and Markets ("Staff'), WisdomTree Trust (the "Trust") on behalf of itself, and any national securities·exchange or national securities association on or through which shares ofa fund ("Shares") are listed (each a "Listing Exchange") and/or may subsequently trade, ALPS Distributors, Inc. and persons or entities engaging in transactions in Shares, including Authorized Participants (as defined in your letter), requests from the Staff, or from the Securities and Exchange Commission ("Commission"), exemptions from, or interpretive or no-action advice regarding, Section 11(d)(1) ofthe Securities Exchange Act of 1934 ("Exchange Act"), Rules 10b-lO, 10b-17, lldl-2, 15cl-5 and 15c1-6 under the Exchange Act, and Rules .101 and 102 ofRegulation M. We have enclosed a photocopy of your letter. Each defined term in this letter has the same meaning as defined in your letter, unless we note otherwise. The Trust was organized on December 15, 2005, as a Delaware statutory trust. The Trust is registered with the Commission under the Investment Company Act of 1940 (as amended "1940 Act") as an open-end management investment company. The Trust currently consists of40 separate investment portfolios, 12 ofwhich are the subject ofthis request for relief(11 "International Currency Income Funds" and one ''U.S. Curr~nt Income Fund") (together, the "Funds"). Five ofthe International Currency Income Funds (the WisdomTree Dreyfus Australian Dollar Fund, WisdomTree Dreyfus British Pound Sterling Fund, WisdomTree Dreyfus Canadian Dollar Fund, WisdomTree Dreyfus Euro Fund, and WisdomTree Dreyfus Japanese Yen Fund) will each seek (i) to earn current income reflective ofmoney market rates available to foreign investors in the specified country or region, and (ii) to maintain liquidity and preserve capital measured in the currency ofthe specified country or region. Each ofthese Funds intends to invest primarily in very short term, investment grade money market securities denominated in the non-U.S. currency specified in its name. The other six International Currency Income Funds (the WisdomTree Dreyfus Brazilian Real Fund, WisdomTree Dreyfus Chinese Yuan Fund, WisdomTree Dreyfus fudian Rupee Fund, WisdomTree Dreyfus New Zealand Dollar Fund, WisdomTree Dreyfus South African Rand Fund, and WisdomTree Dreyfus South KoreanWon Fund) will each seek (i) to

Richard F. Morris
WisdomTree Asset Management, Inc.
May 9, 2008 earn current income reflective ofmoney market rates available to foreign mvestors in the specified CO\Ultry, and (ii) to provide exposure to changes in the value ofthe designated non￾US. currency relative to the US. Dollar. Each ofthese F\Ulds intends to achieve exposure to the non-US. market designated by its name by investing primarily in short term U.S. money market securities and a smaller portion ofits assets in forward currency contracts and swaps designed to provide exposure to exchange rates and/or money market instruments available to foreign investors in the non-U.S. market designated in the F\Uld's name. The U.S. Current Income F\Uld will seek to earn current income while preserving capital and maintaining liquidity by investing primarily in very short term, high-quality money market securities denominated in US. dollars. While the F\Ulds will not seek to track the performance of an \Ulderlying index, the F\Ulds will otherwise operate in a manner substantially identical to the operation ofthe Prior ETFs. In your letter you also represent the following:

• Shares ofthe F\Ulds will be issued by an open-end management investment company
  that is registered with the Commission;
• The F\Ulds will continuously redeem, at net asset value (''NAV"), Creation Unit
  Aggregations of50,000 Shares, and the secondary market price ofthe Shares should not vary substantially from the NAV ofsuch Shares;
• Shares ofthe F\Ulds will be listed and traded on NYSE Area;
• Each F\Uld intends to invest substantially all ofits assets in non-convertible fixed
  income securities and US. or non-US. money market securities that are rated "investment grade" by at least one nationally recognized statistical ratings organization;
• No portfolio security held by a F\Uld (other than Government Securities and Foreign
  Government Securities) will represent more than 30% ofthe weight of a F\Uld and the five highest weighted portfolio securities of a F\Uld (other than Government Securities and/or Foreign Government Securities) will not in the aggregate aCCO\Ult for more than 65% ofthe weight of a F\Uld;
• Each F\Uld intends to diversify that portion ofits portfolio not invested in Government
  Securities and/or Foreign Government Securities by investing in multiple non￾affiliated issuers;
• On each Business Day, prior to the opening ofthe NYSE, each F\Uld will disclose on
  the F\Ulds' Website, the identities and quantities ofthe money market securities and other assets held by the F\Uld (i.e., the Portfolio Securities) that will form the basis for each ofthe F\Ulds' calculation ofNAV at the end ofthe Business Day;

Richard F. Morris
WisdomTree Asset Management, Inc.
May 9, 2008

• The Funds' Website will also contain the following information on a per-Share basis,
  for each Fund: (1) the prior Business Day's closing NAV and closing market price (based on the mid-point ofthe bid-asked Spread at the time the Fund's NAV is calculated or the close ofETF trading on the Listing Exchange ("Bid-Asked Price")), and a calculation ofthe premium or discount ofthe Bid-Asked Price in relation to the closing NAV; and (2) data for a period covering at least the four previous calendar quarters (or life of a Fund, ifshorter) indicating how frequently each Fund's Shares traded at a premium or discount to NAV based on the daily Bid-Asked Price and closing NAV," and the magnitude ofsuch premiums and discounts;
• The Listing Exchange will disseminate: (i) continuously throughout the trading day,
  through the facilities ofthe consolidated tape, the market value ofa Share, and (ii) every 15 seconds throughout the trading day, a calculation ofthe estimated NAV of a Share; and
• Information about the Shares and the prices ofthe securities and other instruments
  held by each ofthe Funds, including information with respect to fluctuations in currency exchange rates (one ofthe principal factors expected to effect daily fluctuations in the NAV of each Fund (other than the U.S. Current Income Fund)), will be readily available from a variety ofsources throughout each Business Day. Response:
  Regulation M
  Redeemable securities issued by an open-end management investment company are excepted from the provisions ofRule 101 and 102 ofRegulation M. The Commission granted the Trust an exemption from certain provisions ofthe 1940 Act in order to permit the Trust to maintain its registration as an open-end investment company and to issue shares that are redeemable only in Creation Dnit size aggregations ofShares. Rule 101 ofRegulation M Generally, Rule 101 ofRegulation M is an anti-manipulation regulation that, subject to certain exceptions, prohibits any "distribution participant" and its "affiliated purchasers" from bidding for, purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of a distribution until after the applicable restricted period except as specifically permitted in the Regulation. The provisions ofRule 101 ofRegulation M apply to underwriters, prospective underWriters, brokers, dealers, or other persons who have agreed to participate or are participating in a distribution of securities. On the basis ofyour representations and the facts presented, and without necessarily concurring in your analysis, particularly that the Trust is a registered open-end management

Richard F. Morris
WisdomTree Asset Management, Inc.
.May 9, 2008 investment company that will continuously redeem at NAV Creation Unit size aggregations ofthe Shares ofthe Funds, and the secondary market price ofthe Shares ofthe Funds should not vary substantially from the NAV ofsuch Shares, which is based on the value ofthe portfolio securities and the other assets held by each ofthe Funds, the Staffhereby confinns that the Trust is excepted under paragraph (c)(4) ofRule .1 01 ofRegulation M with respect to the Funds, thus permitting persons who may be deemed to be participating in a distribution of Shares ofthe Funds to bid for or purchase such Shares during their participation in such distribution.1 The Staff also confirms the interpretation ofRule 101 ofRegulation M that a redemption ofCreation Unit size aggregations ofShares ofthe Funds and the receipt of Redemption Securities in exchange therefor by a participant in a distribution ofShares ofthe Funds would not constitute an "attempt to induce any person to bid for or purchase a covered security, during the applicable restricted period" within the meaning ofRegulation M, and therefore would not violate Regulation M. Rule 102 ofRegulation M Rule 102 ofRegulation M prohibits issuers, selling security holders, or any affiliated purchaser ofsuch person from bidding for, purchasing, or attempting to induce any person to bid for or purchase a covered security during the applicable restricted period in connection with a distribution of securities effected by or on behalf of an issuer or selling security holder. Rule 100 ofRegulation M defines "distribution" to mean any offering ofsecurities that is distinguished from ordinary trading transactions by the magnitude ofthe offering and the presence of special selling efforts and selling methods. . On the basis of your representations and the facts presented, particularly that the Trust is a registered open-end management investment company that will continuously redeem at NAV Creation Unit size aggregations ofthe Shares ofthe Funds, the Staffhereby confirms that the Trust is excepted under paragraph (d)(4) ofRule 102 ofRegulation M with respect to each ofthe Funds, thus permitting the Funds to redeem Shares ofthe Funds during the continuous offering ofsuch Shares. We note that Regulation M does not prohibit a distnbution participant and its affiliated purchasers from bidding for and purchasing portfolio securities in accordance with the exceptions contained in paragraphs (b)(6) and (c)(l) ofRule 101. Rule 101(b)(6)(i) excepts basket transactions in which bids or purchases are made in the. ordinary course ofbusiness in connection with a basket of20 or more securities in which a covered security does not comprise more that 5% ofthe. value ofthe. basket purchased. Rule 101(b)(6)(ii) excepts adjustments to such a basket made in the ordinary. course ofbusiness as a result of a change in the composition of a standardized index. Also, Rule 101(c)(1) excepts transactions. in actively-traded securities, that
is, securities that have an average daily trading volume. value ofat least $1 million and are. issued by an issuer whose common equity securities have a public float value ofat leaSt $150 million; provided however, that such securities are not issued by the distribution participant or an affiliate ofthe distnbution participant. I

Richard F. Morris
WisdomTree Asset Management, Inc.
May 9, 2008
Rule 10b-1 7
Rule 1Ob-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, stock split, or rights offering) relating to such class ofsecurities in accordance with Rule 10b￾17(b). On the basis ofyour representations and the facts presented, and without necessarily concurring in your analysis, particularly that the Commission has determined to grant an exemption from certain provisions ofthe 1940 Act in order to permit the Trust to maintain its registration as an open-end management investment company notwithstanding the fact that it issues Shares with limited redeemability, the Commission hereby grants an exemption from the requirements ofRule 10b-17 to the Trust with respect to transactions in the Shares.2
Section ll(d)(l) and Rules IOb-IO, lldl-2, 15cl-5, and 15cl-6
As discussed,3 we are treating your request for reliefunder Section 11(d)(l) ofthe Exchange Act, and Rules 10b-10, lldl-2, 15cl-5, and l5cl-6 thereunder, as a request that the Staff conflllTI that it will not recommend enforcement action to the Commission if a broker￾dealer treats Shares of each ofthe Funds, for purposes ofthe relieffrom Section ll(d)(l) and Rules 10b-lO, Ildl-2, 15cl-5, and 15c1-6 provided in the Letter re: Derivative Products Committee ofthe Securities Industry Association (November 21, 2005) ("Class Relief Letter"), as shares of a Qualifying ETF (as defined in the Class Relief Letter). Based on the facts and representations set forth in your letter, and without necessarily agreeing with your analysis, the Staffwill not recommend enforcement action to the Commission ifa broker-dealer treats Shares of a Fund, for purposes ofthe relieffrom Section 11(d)(1) ofthe Exchange Act and Rules 10b-10, 11dl-2, 15c1-5, and 15c1-6 thereunder provided in the Class Relief Letter, as shares of a Qualifying ETF, notwithstanding the fact that the Funds will not be managed to track a particular index, provided that the Funds meet all ofthe other conditions of a Qualifying ETF. Accordingly with respect to Shares ofthe Funds, to the extent that a broker-dealer.satisfies the other conditions in the Class Relief Letter, it could rely on the exemptive and no-action relief contained therein. We note that we have repeatedly expressed our views on Exchange Act Section l1(d)(l) and Exchange Act Rules 10b-10, lld1-2, 15cl-5, and 15cl-6 with respectto 2 . We also note that compliance with Rule 10b-17 would be impractical in light ofthe ~ture ofthe Funds. This is beca,use it is not possible for the Trust to accurately project ten days in advance what dividend, ifany, would be paid on a particular record date. 3 Telephone conversation between Darren Vieira and Matthew A. Daigler, Division ofTrading and Markets, Commission and Richard Morris, Esq., on April 24, 2008. .

Richard F. Morris
WisdomTree Asset Management, Inc.
May 9, 2008 exchange-traded funds that are not tied to an index.4 Having stated our views, we will no longer respond to requests forrelieffrom Section ll(d)(1) or Rules 10b-10, lld1-2, l5cl-5, and l5c1-6 relating to exchange-traded funds that are not managed to track a particular index unless they present novel or unusual issues. The foregoing exemption from Rule 1Ob-17 under the Exchange Act, the interpretive advice regarding Rules 101 and 102 ofRegulation M, and no-action positions taken under
Section ll(d)(l) ofthe Exchange Act, and Rules 10b-10, lldl-2, l5cl-5, and l5cl-6
thereunder, are based solely on your representations and the facts presented to the Staff, and are strictly limited to the application ofthose rules to transactions involving the Shares ofthe Funds under the circUmstances described above and in your letter. Such transactions should be discontinued, pending presentation ofthe facts for our consideration, in the event that any material change occurs with respect to any ofthose facts or representations. Moreover, the foregoing exemption from Rille 1Ob-17 under the Exchange Act, and the interpretive advice regarding Rilles 101 and 102 ofRegulation M are subject to the condition that such transactions in Shares ofthe Funds, or any related securities are not made for the purpose of creating actual, or apparent, active trading in or raising or otherwise affecting the price of such securities. These exemptions, interpretations, and no-action positions are subject to modification or revocation if at any time the Commission or Staffdetermines that such action is necessary or appropriate in furtherance ofthe purposes ofthe Exchange Act. In addition, persons relying on these exemptions, interpretations, and no-action positions are directed to the anti￾fraud and anti-manipulation provisions ofthe Exchange Act, particularly Sections 9(a), 10(b), and Rule 10b-5 thereunder. Responsibility for compliance with these and other provisions of the federal or state securities laws must rest with persons relying on these exemptions, interpretations, and no-action positions. The Staff expresses no view with respect to other questions that the proposed transactions may raise, including, but not limited to, the adequacy ofdisclosure concerning, and the applicability of other federal and state laws to, the proposed transactions. . For the Commission, by the Division of Trading and Markets, pursuant to delegated authority, /;:?~ Josephine J. Tao Assistant Director Attachment 4 .. See Letter from James A. Brigagliano, Associate Director, Division ofTrading and Markets to PowerShares Actively Managed Exchange Traded Fund Trust (April 4, 2008); and Letter from Josephine 1. Tao, Assistant Director, Division ofTrading and Markets to Bear Stearns Active ETF Trust (March 24,2008).

WlSDOMTREE'M
May 9,2008
Josephine Tao
Paula R. Jenson
Division of Trading and Markets
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Request of WisdomTree Trust, et al., for Exemptive, Interpretive or No-Action Relief from Section 11 (d)(l) of the Securities Exchange Act of 1934, as amended, and Rules 10b-lO, lOb-I?, 11dl-2, 15cl-5, l5cl-6 and Rules 101 and 102 of Regulation M Dear Ms. Tao and Ms. Jenson:
SUMMARY OF REQUEST FOR RELIEF
We are writing on behalf of WisdomTree Trust ("Trust") and each series of the Trust identified herein (eae.h, a "Fund"). The Trust, on behalf of itself, any national securities exchange or national securities association on or through which shares of a Fund ("Shares")! are listed (each, a "Listing Exchange") and/or may subsequently trade (with each such market referred to herein as a "Markef'l, ALPS Distributors, Inc. ("Distributor") and persons or entities engaging in transactions in Shares, including Authorized Participants (as defined below), hereby requests, as appropriate, from the staffofthe Division ofTrading and Markets ("Staff') ofthe Securities and Exchange Commission CCommission"), orfrom the Commission, exemptions £i·om, or interpretive or no·action advice regarding, Section 11 (d)(I) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), Rules 1Ob-l 0, 10b-17, 1Idl-2, 15c1-5, 15cl-6 thereunder and Rules 101 and 102 of Regulation M. I The Trust intends to list the Shares of the Funds described herein. The Listing Exchange has received

Commission approval pursuant to Section 19(b) of the Exchange Act of rules applicable to the trading of the Shares

(ReI. No. 34-57801)(May 8, 2008). In addition, the Commission granted the requested relief to the Trust from the

application of certain sections of the Investment Company Act of 1940 ("1940 Act") and the rules promulgated

thereunder ( ReI. No. Ie -28174)(February 27, 2008).

2 In the future, the Trust may determine 10 list Shares on a Market other than the Listing Exchange. If the

Trust lists Shares on a Market other than the Listing Exchange, Shares will be listed in accordance with exchange

listing standards that are, or will become, effective pursuant to Section 19(b) of the Exchange Act. If the Shares also

trade on a Market pursuant to unlisted trading privileges, such trading will be conducted pursuant to self-regulatory

organization rules that have become effective pursuant to Exchange Act Section 19(b).

The Trust intends to create the following new series: WisdomTree Dreyfus Australian Dollar Fund ("Australian Dollar Fund"), WisdomTree Dreyfus Brazilian Real Fund ("Brazilian Real Fund"), WisdomTree Dreyfus British Pound Sterling Fund ("Pound Sterling Fund"), WisdomTree Dreyfus Canadian Dollar Fund ("Canadian Dollar Fund"), WisdomTrec Dreyfus Chinese Yuan fund ("Chinese Yuan fund"), WisdomTree Dreyfus Euro Fund e'Euro Fund"), WisdomTree Dreyfus Indian Rupee Fund ("Rupee Fund"), WisdornTree Dreyfus Japanese Yen fund ("Yen Fund"), WisdomTree Dreyfus New Zealand Dollar Fund ("New Zealand Dollar Fund"), WisdomTree Dreyfus South African Rand Fund ("South African Rand Fund"), WisdomTree Dreyfus South Korean Won Fund ("Korean Won Fund") (each, an "International Currency Income Fund") and the WisdomTree U.S. Current Income Fund (the "U.S. Current Income Fund"). Each Fund is intended to operate as an exchange traded fund organized as an open-end investment company (an "ETF"). The Staffhas previously issued relief substantially identical to that requested herein to index based ETFs that are listed and traded on a national securities exchange and that meet certain other conditions ("Prior Index ETFs,,).J The Funds described herein are not index·based and therefore may not rely on such relief. The Trust notes that its proposal - the creation and issuance by an investment company of shares that individually trade on an Exchange, but that in large aggregations can be purchased from and redeemed with the issuing investment company is no longer novel. The Commission has in the past fourteen years considered and approved many proposals similar to this proposa1. 4 Some of these products have been trading publicly for J See Letter from James A. Brigagliano to Wilkie Farr & Gallagher, LLP regarding Class Relief for Fixed Income Exchange Traded Index Funds, dated April 9,2007 (the "Fixed Income Class Relief Letter"); Letter from James A. Brigagliano to P{)werShares Exchange Traded Fund Trust regarding Class Relief for Exchange Traded Index Funds, dated October 24, 2006; Letter from Catherine McGuire, Esq., Chief Counsel Division of Market Regulation lo the Securities Industry Association Derivative Products Committee, dated November 21, 2005 (the "SIA" Letter); Letter from James A. Brigagliano, Assistant Director, Division of Market Regulation to Ira Himmerman, Senior Vice-President and General Counsel, Securities lndustry Association, dated January 3, 2005 re no action relief from rule 200(g) of Regulation SHO; Letter from James A. Brigagliano, Assistant Director, Division of Market Regulation to Claire P. McGrath, Vice President and Special Counsel, American Stock Exchange LLC, dated August 17, 200t. The SEC has previously granted exemptive or no-action relief under Rules IOa-1; IOb-6; lOb-7; lOb-JO; 1Ob-13; lOb-17; Ild1-2; 15cl-5; t5c1-6 and Regulation M under the Exchange Act similar to that requested here. See e.g., Letter from Nancy Sanow, Assistant Direclor,
Division of Market Regulation to James Duffy, Senior Vice President and General Counsel, AMEX, dated Janual)' 22, 1993 with respect to trading of SPDR Trust, Series I; Letter from Nancy Sanow, Assistant Direclor, Division of Market Regulation to James Duffy, Senior Vice President and General Counsel, AMEX, dated April 21, 1995 with respect to trading of MidCap SPDR Trust; Letters from Larry E. Bergman, Senior Associate Director, Division of Market Regulation to Stuart M. Strauss, Gordon Altman Butowsky, dated December 14, 1998 and December 22, 1998, respecting the trading of the Select Sector SPDR Trust; Letter from James BrigagJiano, Assistant Director, Division of Market Regulation to James Duffy, Senior Vice President and General Counsel, AMEX, dated March 3, 1999 with respect to the trading of the Nasdaq 100 Trust; Letter from James Brigagliano, Assistant DirL'Ctor, Division of Market Regulation to Kathleen Moriarty, Caner, Ledyard & Milburn dated May 16,2000 with respect to the trading of the iShare:> Trust; Letter from James Brigagliano, Assistant Director, Division of Market Regulation, to Stuart Strauss, Mayer, Brown & Platt dated September 26, 2000 with respect to the trading of the streetTRACKS® Series Trust; Letter from James Brigagliano, Assistant Director, Division of Market Regulation to W. John McGuire, Morgan, Lewis & Bockius LLP dated July 25, 2002 with respect to the trading of various series funds of the iShares Trust; Letter from James Brigagliano, Assistant Director, Division of Market Regulation, to Stuart Strauss, Mayer, Brown Rowe & Maw datedOclober 21, 2002 with respect to the trading of the FrescosM Index Shares Fund; Letter from James Brigagliano, Assistant

years, and the Trust is not aware ofany abuses associated with them. Indeed, several ofthe products have been so embraced by investors that they routinely are among the highest volume securities on the exchanges on which they trade. In addition, the SEC has granted substantially identical reliefto the other series ofthe Trust.5 Unlike Prior Index ETFs which have received exemptive and no·action relief, the investment adviser to each Fund will select securities consistent with the Fund's investment objective and policies without reference to the composition of an index. The Staffhas recently issued relief substantially identical to that requested herein to non-index based or «actively managed" ETFs ("Actively Managed ETFs"; together with the Prior fndex ETfs, the "Prior ETFs"), that are listed and traded on a national securities exchange and that meet certain other conditions.6 Each Fund will operate in a manner substantially identical to the Prior ETFs. For example, each Fund will disclose its portfolio holdings on a daily basis. In addition infonnation about the prices ofthe securities and other instruments held by the Funds is readily available from a variety of sources. The Authorized Participants (defined below) and other institutional investors expected to invest in the Funds have access to this infonnation and will be able to make their own assessment ofthe value of each Fund's portfolio. Moreover, information respecting fluctuations in currency exchange rates, one ofthe principal factors expected to effect daily fluctuations in the NAV of each Fund (other than the U.S. Current Income Fund), is readily available to the marketplace throughout each Business Day (defined below). Other than not attempting to replicate an index, each Fund, except as specifically described herein, meets the terms of the Fixed Income Class Relief Letter. ETfs limiting their investments to such fixed income securities have been granted relief from Rules 101 and 102 of Regulation M under the Exchange Act by the Class Relief Letter. 7 Director, Division of Market Regulation to Jack P.Drogin, Morgan, Lewis & Bockius LLP dated September 25. 2003 with respect to the trading of the iShares Lehman U.S. Treasury Inflation Protected Securities Fund and the iShares Lehman U.S. Aggregate Bond Fund (each a series ofthe iShares Trust). See Letter from James A. Brigagliano, Acting Associate Director, Division of Market Regulation, to Kathleen H. Moriarty, Carter, Ledyard & Milburn, dated June 15,2006; Letter from James A. Brigagliano, Acting Associate Director, Division of Market Regulation, to Richard F. Morris, WisdomTree Investments, Inc., dated October 12,2006. 6 Letter from Josephine J. Tao, Assistant Director, Division of Trading and Markets, to Foley & Lardner LLP regarding Bear Stearns Active ETF Trust. dated March 24, 2008; Letter from James A. Brigagliano, Associate Director, Division of Trading and Markets, to Clifford Chance US LLP regarding PowerSharcs Actively
Managed Exchange Traded Fund Trust, dated April 4, 2008. 7 In the Fixed Income Class Relief Letter, relief from Rules 101 and 102 of Regulation M under the Exchange Act was conditioned on the representation that: (i) no component security (excluding a Treasury Security) may represent more than 30% of the weight of the fixed income ETF; (ii) the five highest component securities in the fixed income ETF may account for more than 65% of tile aggregate of the fixed income EIT; and (iii) the fixed income ETF (except where the fund consists entirely of exempted securities) must include a minimum of 13 non￾affiliated issuers. These conditions were not required, however, where the fIXed income ETF was wholly comprised by non-convertible fixed income securities that are rated "investment grade" by at least one NRSRO.

The Commission has also granted exemptive and no"-action relief to exchange traded products ("ETPs") that are not organized as investment companies but that also seek to provide exposure to a foreign currency. 8 None ofthese ETPs tracks an index. For these reasons, we do not believe that the Funds raise any significant new regulatory issues. This Letter is divided into six parts. Part I is a description ofthe Trust and the Funds;
Part Il is a description ofthe Trust's disclosure documents with respect to its Shares, Part III is a
comparison of the Trust against Prior ETFs, Part IV contains a discussion ofthe dissemination of infonnation regarding Shares, Part V contains the requests for relief and Part VI is the conclusion.
PART I
A. The Trust And Its Funds
The Trust was organized as a Delaware statutory trust on December 15, 2005 and is authorized to have multiple series or portfolios, twelve (12) of which are the subject of this request. The Trust is registered with the Commission under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end management investment company and currently offers forty (40) separate investment portfolios. The Trust intends to list the Shares on NYSE Area ("Area"). The Trust will offer and sell such shares pursuant to an amendment to its Registration Statement (Registration Nos. 811 21864 and 333-132380) on Form N-l A under the 1940 Act and theSceurities Act of 1933 (" 1933 Act"). A Registration Statement describing the Funds was filed with the SEC on January 4, 2008 and became effective on April 8, 2008. The U.S. Current Income Fund seeks to earn current income while preserving capital and maintaining liquidity by investing primarily in very short term, high-quality money market securities denominated in U.S. donars. Eligible investments include commercial paper, time deposits and certificates ofdeposits, asset-backed securities, corporate notes, government securities (as defined in section 3(a)(42) ofthe Exchange Act)( "Government Securities") and repurchase agreements. Each ofthe Australian Dollar Fund, British Pound Sterling Fund, Canadian Dollar Fund, Euro Fund and Japanese Yen Fund (i) seeks to earn current income reflective ofmoney market rates available to foreign investors in the specified country or region, and (ii) seeks to maintain liquidity and preserve capital measured in the currency ofthe specified country or region. Each ofthese Funds intends to invest primarily in very short term, investment grade money market securities denominated in the non-U.S. currency specified in its name. Eligible investments include Foreign Government Securities (defined below), bank debt obligations and time deposits, bankers' acceptances, commercial paper,short-term corporate debt obligations, mortgage-backed securities and asset-backed securities. . 8 See Letter from James A. Brigagliano, Assistant Director, Division of Market Regulation to George T. Simon, Foley & Lardner, LLP, dated December 5, 2005, with respect to the Euro Currency Trust.

Each ofthe Brazilian Real Fund, Chinese Yuan Fund, Indian Rupee Fund, New Zealand Dollar Fund, South African Rand Fund, and South Korean Won Fund seeks (i) to earn current income reflective of money market rates available to foreign investors in the specified country, and (ii) to provide exposure to changes in the value ofthe designated non-U.S. currency relative to the U.S. Dollar. Each ofthese Funds intends to achieve exposure to the non-U.S. market designated by its name using the foHowing strategy. Each ofthe Funds will invest primarily in short term U.S. money market securities. In addition, each such Fund will invest a smaller portion of its assets in forward currcncy contracts and swaps designed to provide exposure to exchange rates and/or money market instruments available to foreign investors in the non-U.S. market designated in the Fund's name. The combination ofV.S. money market securities with forward currency contracts and currency swaps is designed to create a position economically similar to a money market instrument denominated in a non·U.8. currency. Each Fund intends to invest substantially all of its assets in non-convertible fixed income securities and U.S. or non-U.S. money market securities that are rated "investment grade" by at least one nationally recognized statistical ratings organization. No portfolio security held by a Fund (other than Government Securities and similar obligations offoreign governments or agencies of foreign governments ("Foreign Government Securities"» will represent more than 30% ofthe weight of a Fund and the five highest weighted portfolio securities of a Fund (other th~ Government Securities and/or Foreign Government Securities) will not in the aggregate account for more than 65% of the weight of a Fund. Each Fund intends to diversify that portion of its portfolio not invested in Government Securities andlor Foreign Government Securities by investing in multiple non-affiliated issuers. B. Other Parties

1. Adviser and Sub-Adviser
   Each Fund will be advised by WisdomTree Asset Management, Inc. ("Adviser") pursuant to an Investment Advisory Agreement between the Trust and the Adviser. WisdomTree Asset Management is a Delaware corporation registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers AcC). The Adviser has offices located at 380 Madison Avenue, 21 st Floor, New York NY 10017. The Adviser is not affiliated (within the meaning of Section 2(a)(3) ofthe 1940 Act) with Area or any other Market, or the Distributor (as defmed below). The Adviser may designate one or more sub-advisers (each, a "Sub-Adviser") for each Fund. The Sub-Adviser to the U.S. Current Income Fund is Mellon Capital Management Corporation and the Sub-Adviser to the International Currency Income FWlds is The Dreyfus Corporation. The Adviser Or the Sub-Adviser chooses each Fund's portfolio investments and places orders to buy and sell each Fund's portfolio investments. Any Sub-Adviser will not be affiliated (within the meaning of Section 2(a)(3) ofthe 1940 Act) with the Adviser, the Distributor. the Area or any other Market.
2. Distributor and Authorized Participants

ALPS Distributors, Inc., a broker-dealer registered under the Exchange Act and a member ofthe. National Association ofSecurities Dealers, Inc. ("NASD"), will act as the Distributor and principal underwriter ofthe Creation Units of Shares ("Distributor"). The Distributor will distribute Shares on an agency basis. The Distributor is not affiliated (within the meaning of Section 2(a)(3) of the 1940 Act) with the Adviser, Sub-Adviser, the NYSE, the AMEX or any other Market. Entities that have entered into an agreement with the Distributor to become "Authorized Participants" may place orders with the Distributor to purchase or redeem Creation Units, as described in Part II D. below. The Authorized Participants are not affiliated (within the meaning of Section 2(a)(3) ofthe 1940 Act) with the Adviser, Sub-Adviser, Area or any other Market.
3. Administrator/CustodianlTransfer Agent/Securities Lending Agent/Fund
Accounting Agent
The Trust may appoint the Adviser or other service providers to act as administrator ("Administrator"), custodian ('"Custodian"), transfer agent ("Transfer Agent"), Fund Accounting Agent ("Fund Accounting Agent") and securities lending agent ("Securities Lending Agent") for the Trust. The identity of the Adviser, Sub-Adviser, Administrator, Custodian, Transfer Agent and Fund Accounting Agent will be disclosed in the Prospectus. If any such persons are "affiliated" persons within the meaning of Section 2(a)(3) ofthe 1940 Act with the Trust, the Adviser or the Distributor, such affiliation will also be disclosed and the performance of their duties and obligations will be conducted within the provisions of the 1940 Act and the rules thereunder.
C. Shares
As described in subparts J.D. through I.F. below, each FWld will issue and redeem its Shares only in aggregations of 50,000 Shares or multiples thereof ("Creation Units"). Shares will not be individually redeemable; only Shares combined into Creation Units will be redeemable. The Trust intends that the initial NAV of Shares will be established at a level convenient for trading purposes. 9 Purchasers of Creation Units will be able to unbundle the Creation Units into the individual Shares comprising such Creation Unit. It is not expected that the Funds' Distributor will maintain a secondary market in individual Shares. The Listing Exchange will designate one or more member firms to act as a "Lead Market Maker" responsible for maintaining depth and quality oftrading in the Shares. The "Lead Market Maker" has quote and execution obligations and the responsibility for keeping tight spreads in the Shares. The Shares will trade on the Listing Exchange in a manner similar to the shares of the Prior ETFs that are listed on Area or another Market. 10 9 The Trust believes that a convenient trading range will bt: between $25 - SIOO per Share and the Trust reserves the right to declare a share split, or a reverse share split, ifthe trading price over time deviates significantly from such price range. Each shareholder will have one vote per Share. 10 The Trust expects that the trading of Shares on any other Market would be conducted in a similar manner.

Shares will be registered in book-entry fonn only; the Funds will not issue individual certificates for Shares. The Depository Trust Company ("'DTC") will serve as securities depository for Shares and DTC or its nominee will be the record or registered owner of all outstanding Shares. BenefIcial ownership of Shares will be shown on the records of DTC or a broker-dealer that is a participant in DIe (a "DIe Participant"). Benelicial owners of Shares ("Beneficial O\'Ilers") will receive, at the relevant Fund~s expense, all ofthe statements, notices, and reports required under the 1940 Act and other applicable laws ("Required Materials"). The Trust understands that under existing industry practice, in the event the Trust requests any action of Beneficial Owners of Shares, or a Beneficial Owner desires to take any action that DTC, as the record owner of all outstanding Shares, is entitled to take, DTC would authorize the DTC Participants to take such action and that the DTC Participants would authorize the indirect participants and Beneticial Owners acting through such DTC Participants to take such action and would othern-;se act upon the instructions of Beneficial Owners owning Shares through them. As described above, the Trust \-111 recognize DTC or its nominee as the record owner of Shares for all purposes. Accordingly, to exercise any rights of a holder of Shares, each Beneficial Owner must rely upon the procedures of(l) DTC, (2) DTC Participants and (3) brokers, dealers, banks and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly, through which such Beneficial Owner holds its interest. Moreover, because the Trust's records will reflect o\-'Ilership of Shares by DTe only, the Trust will furnish the Required Materials to the DTC Participants who, in tum, will be responsible for distributing them to the Beneficial Owners. This arrangement is identical to that of all Prior ETFs. D. Purchasing Shares The Trust will offer, issue and sell Shares of each FW1d in Creation Units through the Distributor on a c.ontinuous basis at the net asset value (sometimes referred to herein as "NAV") per share next detcnnined after receipt of an order in proper foml. The NAV of each Fund is expected to be determined as of the close ofthe regular trading session on the New York Stock Exchange ("NYSE") (ordinarily 4:00 p.m. Eastern Time ("ET"»), on each day that the NYSE is open for business (each such day a "Business Day"). The Trust will sell and redeem Creation Units ofeach Fund on every Business Day and will not suspend the right of r~demptionor postpone the date of payment or satisfaction upon redemption for more than seven days, other than (a) any period during which the NYSE is closed other than customary weekend and holiday closings, (b) any period during which trading on the NYSE is restricted, (c) any period during which an emergency exists as a result of which disposal by the Trust
of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Trust to determine the value of its net assets, and (d) for such other periods as the Commission has by order pennitted in connection with certain international funds and may by order pennit for the protection of holders of Shares. Each Fund will always have a fixed number of Shares in a Creation Unit as specified in the Prospectus for such Fund. I I II Assuming a Creation Unit of 50,000 Shares and $25 per Share price for a Fund as of the first day of trading on the Listing Exchange, the Creation Unit value on such day would be $1,250,000.

As discussed above, individual Shares will be listed on the Listing Exchange (or another Market) and traded in the secondary market in the same mallller as other equity securities and the units or shares (as the case may be) of Prior ETFs currently listed and trading thereon. The price of Shares trading in the secondary market will be based on a current bid/offer market. No secondary sales will be made to brokers or dealers at a concession by the Distributor or by any Fund. Transactions involving the sale ofShares in the secondary market -- which will be between purchasers and sellers and will not involve a Fund -- will be subject to customary brokemge commissions and charges. This also is the method employed by SPDRs, BLDRS, streetTRACKS, iShares, VIPERs, Select Sector SPDRs, and the individual securities of other Prior ETFs. Like lhose products, the price at which Shares trade will be disciplined by arbitrage opportunities created by the ability to purchase or redeem Creation Units at NAV, which should ensure that Shares do not trade at a material premiwn or discount in relation to NAV. Redemptions of Shares of each fund in Creation Units will be made by the Trust in a similar manner, but the process is reversed. Shares may only be directly purchased, or redeemed, by or through an entity which is an "Authorized Participant" (i.e. (i) a broker-dealer or other participant in the dearing process through the Continuous Net Settlement System of the NSCC, a clearing agency that is registered with the SEC; or a DTC Participant, and (ii) which has executed an agreement with the Distributor with respect to creations and redemptions of Creation Unit Aggregations. Authorized Participants may be, but are not required to be, members ofthe Primary Listing Market. Authorized Participants are generally broker-dealers and are not compensated by the Trust or any Fund in cOllllection with the issuance or redemption of Shares. E. Procedures Applicable To Purchases Of Funds

1. Deposits of Currency and/or Securities.
   To purchase Shares directly from a Fund, an Authorized Participant must deposit with such Fund the required securities, non-U.S.currency and/or cash (the "Portfolio Deposit"). Each Business Day, prior to the opening oftrading on the Listing Exchange, the Adviser or Sub￾Adviser will make available through the National Securities Clearing Corporation ("NSCC') the required Portfolio Deposit.
2. Placement of Purchase Orders.
   As mentioned above, all purchase orders for Shares in Creation Units of a Fund must be placed by or through an Authorized Participant. A purchase order must be received by the Distributor prior to a Fund's purchase cut-off time Cin order to receive that day's NAV per Share. All other procedures set forth in the Participant Agreement must be followed in order for an Authorized Participant to receive the NAV determined on that day: For each Fund (other than the Current Income Fund), the Custodian shall cause any sub-custodian(s) ofthe Fund to maintain an accourit into which the Authorized Participant shall deliver, on behalf of itself or the party on whose behalf it is acting, the Portfolio Deposit, with any appropriate adjustments as advised by the Trust. Purchases of Creation Units of Shares of a Fund by an Authorized Participant generally will settle no later than the third (3rd) Business Day following the Transmittal Date (generally

-.eXpressedas "T+3,,).12 However~ when a relevant local market is dosed due to local ~~ket holidays, the local market settlement process will not commence ~til the end ofthe local' holi~y period. . . .
3. transaction Fee on Purchases ofCreation Uirlts.
.... The Trust may mipose ~action f~s ("TransactioQ. Fees")in co~ectionwith the . purchase of Creati~nUnits~ The .exact amo~t ofany such Tra.maction Fees for each Fund Win :_ .~.- -:.be-determined-b¥:th.e Trust~The-p~ose-Of.this-fee is-to .protect-the-.oontmuing-shareholdets-of.· the' Trust ag~t the possible dilutive ~ctional expenSes' including operational processing . and brokerage. costS·assoCiated:With ~s~blishhig and liquidating portfolio P9sitions in connection with the purchase ofCreation Units. . The J:.l1aximum T~ahsaction Fee, and any vanations or waivers.thereof,.wiU be fully disClosed' in'the current Prospectus:. From time to time and' for such periods 3;8. the 'Trust in "its .sole discretion may det~inUne,.the.Transaction.Fees for purcb.~e or red~mptionof'Creation U~ts of a Fund may b~ iiicreased,-decreased or otherWise mOdified., Such chang~s8nd. " variations will be. effected by anam,endment or suppl~m:enttothethen current.Registration Staten?-ent for' such Fimd. :S~ch' Trarisacti~Ii ·Pees will be limited to:.amoUJ:l~ $iilt wtU 'haye been' determined'by the Adviser to ·be: app~optiate and will take.into aCcount tnmsactiQnand operatiQl)a1·processing co~ts. aSSQciated With the recent purchases and saI~s ofthe's'ecutities l;J.eld .. by the Trust. '.Iii aU caSes j;uch·TransactiOn.Fees will.belilnited; in accOr~Ce.with requir.ements . 'of the. Commission applicabl~, to riuuiagemeJ:i:t lllVestment compani~s offeringte~eeriiable' secunties. . . . . . .... ' . ..1 2.. PI~cement ofRedemption Orders. , Orders' to redeem Shares in Creation Units ofthe Funds must be delivered.by an Authorized Participant; inve~tors. othe~.than Authorized Particip~ts ·are·responsible f~r making ,arrangements for a tede.mption request to, be made through' an AuthonzedParticq;ant. An order to redeem Shares in Creatlon,Unit(s) ofany Fund is'deemed received by the Trust onthe . TransntittaL Date if: (i) such order is received by the Transfer Agent not later than such Fund's 11 To the extent that th~ standard for the delivery and settlement of Deposit Securities is shortened from T+3 to T+2, 1'+1 or evenT, the time for the delivery and settlement of purchases or redemptions' of Creation Units ofShares of a Fund by an AuthorizedPaiti~ipant mC!-y be similarly shortened. .

redemption cut-off time on the Transmittal Date; (ii) such order is accompanied or followed by the requisite number of Shares ofthe Fund specified in such order; and (iii) all other procedures set forth in the Participant Agreement are properly followed. Deliveries of Portfolio Securities to redeeming Authorized Participants generally will be made within three Business Days. Because the Portfolio Securities and relevant currency of a FWld may trade on days that the listing exchange for the Fund is closed or are otherwise not Business Days for such Fund, stockholders may not be able to redeem their Shares of such Fund, or to purchase and sell shares of such Fund on the listing exchange for the Fund, on days when the NAV of such Fund could be significantly atJected by events in the relevant foreign markets.
3. Transaction Fee on Redemption ofCreation Units.
The Trust may impose Transaction Fees in connection with the redemption ofCreation Units of a Fund. The exact amoWlt of any Transaction Fee will be determined by the Trust for such Fund. The purpose ofthis fec is to protect the continuing shareholders ofthe Trust against the possible dilutive transactional expenses including operational processing and brokerage costs a'isociated with establishing and liquidating portfolio positions in connection with the redemption ofCreation Units. An Authorized Participant may request a redemption in cash which a Fund may, in its sole discretion, permit. Authorized Participants that elect to receive cash in lieu of one or more securities in the redemption basket arc subject to an additional charge determined at the discretion of a Fund. The Transaction Fee is paid to a Fund, and it protects existing shareholders of a Fund from the expenses associated with the redemption of Creation Units. G. Dividend Reinvestment Service The Trust will not make the DTe book·entry Dividend Reinvestment Service available for use by BeneticiaJ Owners for reinvestment of their cash proceeds, but certain individual brokers may make a dividend reinvestment service available to their clients. The Prospectus will inform investors ofthis fact and direct interested investors to contact such investor's broker to ascertain the availability and a description of such a service through such broker. The Prospectus will also caution interested Beneficial Owners that they should note that each broker may require investors to adhere to specific procedures and timetables in order to participate in the service and such investors should ascertain from their broker such nec·essary details. Shares acquired pursuant to such service will be held by the Beneficial Owners in the same manner, and subject to the same terms and conditions, as for original ownership of Shares. Brokerage commissions charges and other costs, if any, incurred in purchasing Shares in the secondary market with the cash from the distributions generally will be an expense borne by the individual Beneficial Owners participating in reinvestment through such service.

H. Potential Investors And Users Of Shares
The Adviser believes there will be three main types of market participants interested in buying and selling Shares in Creation Units:
(1) institutional investors who wish to keep a portion of their portfolio tracking one or more non￾U.S. currencies or who seek exposure to U.S. and Non-U.S. Money Market Securities, and who choose Shares because they are a cost effective means to do so and/or because they can be bought and sold intra-day, unlike most investmentcompany securities; (2) arbitrageurs who seek to profit from any slight premium or discount in the market price of individual Shares on the Exchange versus the NAV ofthose Shares; and (3)the Lead Market Maker, who may from time to time lind it appropriate to purchase or redeem Creation Units in connection with its market-making activities on the Primary Listing Market. The Adviser expects that secondary market purchasers of Shares will include both institutional and retail investors as is the case for current ElFs.
PART II
A. Disclosure Documents
The primary disclosure documents with respect to the Shares will be the Prospectus for each Fund. As with all investment company securities, the purchase of Shares in Creation Units from any Fund will bc accompanied or preceded by a Prospectus. With respect to disclosure in the Prospectus concerning the non-redeemability of Shares, the Trust and the Funds will observe the following policies: (1) the term "mutual fund" will not be used except to compare and contrast the Trust or a Fund with conventional mutual funds; (2) the tenn "open-end management investment company" will be used in the Prospectus only to the extent required by Fonn N-IA or other securities law requirements and this phrase will not be included on the prospectus cover page or summary; (3) the front cover page of the Prospectus and the prospectus summary will include a distinct paragraph or paragraphs setting forth the fact that Shares will be listed on a Market (which will be identified) and will be individually non￾redeemable; (4) the Prospectus will disclose that the owners of Shares may acquire those Shares from a Fund, and tender those Shares forredemption to the Fund, only in Creation Units; and (5) the Prospectus will clearly disclose that individual Shares prices may be below, above, or at the most recently calculated NAV. The Prospectus will also indicate that the proposed method by which Shares will be purchased and traded may raise certain issues under applicable securities laws. Similar disclosure is made in the prospectuses tor the Prior ETFs currently trading on a Market. As described above, Shares in Creation Units will be offered continuously to the public. Because new Shares may be created and issued on an ongoing basis, at any point during the life of the relevant Fund, a "distribution," as such term is used in the 1933 Act, may be occurring. Broker￾dealers and other persons will be cautioned in the Prospectus that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery and liability provisions ofthe 1933 Act. The Prospectus will also state that a detennination ofwhether one is an underwriter must take into account all the facts and

circumstances pertaining to the activities ofthe broker-dealer or its client in the particular cases, and may provide examples of activities that could lead to categorization as an underwriter. The Prospectus will also state that dealers who are not "underwriters," but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an "unsold allotment" within the meaning of Section 4(3)(c) ofthe 1933 Act, would be unable to take advantage ofthe prospectus-delivery exemption provided by
Section 4(3) of the 1933 Act. 13
The Distributor will coordinate the production and distribution ofthe Prospectus to broker-dealers. It will be the responsibility ofthe broker-dealers to ensure that a Prospectus is provided to each secondary market purchaser of Shares. B. Website As discussed marc fulty in Part IV.B. below, the portfolio holdings of each Fund will be disclosed on the public website ofthe Primary Listing Market and/or the Trust. 14 The Trust's agent'will calculate the Estimated NAV (discussed in Part IV.C. below) for each Fund. The Estimated NAV will be disseminated by the Primary Listing Market.
PART III
Comparison Of The Funds To The Prior ETFs That Have Sought Similar Commission

Action And Received Similar Relief.

The Funds will operate in a manner substantially identical to the operation of the Prior

ETFs. The Relief requested in this Letter is substantially identical to the relief granted by the

Commission to the Prior ETFs.

13 The Trust notes that prospectus delivery is not required in certain instances, including purchases of Shares by an investor who has previously been delivered a prospectus (until such prospectus is supplemented or otherwise updated) and unsolicited brokers' transactions in Shares (pursuant to Section 4(4) of the 1933 Act). Also, finns that do incur a prospectus-delivery obligation with respect to Shares will be reminded that under Securities Act . Rule 153, a prospectus-delivery obligation under Section 5(b)(2) of the Securities Act owed to a member of the Market in connection with a sale on such Market, is satisfied by the fact that the Prospectus are available at such Market upon request. The Pro~pectlls also will note that the prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions ·00 the Market. 14 The Trust will comply with its obligations, imposed by recent amendments to Form N-IA, to disclose in its policies and procedures with respect to the disclosure of its portfolio securities and to state in its Prospectus that a description of each Fund's policies and procedures is available in the SAL See Release No. lC-264IS.

PART IV
A. Availability Of Information Regarding Funds And Shares

1. General.
   The daily NAV for each Fund v.~ll be calculated by the Funds' accounting agent and disseminated each Business Day by the Fund. The NAV of each Fund generally will be calculated each Business Day as ofthe close ofthe NYSE and posted on the Funds' website shortly thereafter. It is the policy ofthe Trust to make the NAV ofeach ETF available to all market participants at the same time.
2. Information Provided to Authorized Participants.
   All Authorized Participants may access the information described below. Applicants note that Authorized Participants that are not also NSCC members may have to either join NSCC or obtain the portfolio composition file ("PCF") from a third-party data vendor.
3. Dissemination of Information about Creation and Redemption Baskets.
   As discussed above, the Adviser or Sub-Adviser will make available through NSCC. DTC or the Distributor on each Business Day, prior to the opening oftrading on the NYSE, the Foreign Currency Deposit, the Foreign Currency Redemption AmoWlt and the Balancing Amount effective as of the previous Business Day, per outstanding Fund Share of each Fund. A list of the names and amount of each security constituting the Deposit Securities or Redemption Securities will also be made available each Business Day. B. Dissemination Oflnformation About Each Fund's Portfolio Securities The closing prices of each Fund's portfolio securities ("Portfolio Securities") are readily available from, as applicable, automated quotation systems, public sources, such as newspapers and other publications, and from a variety of on-line information services, such as Quotron, Bloomberg or Reuters, and other pricing services. In addition, prior to the opening of the NYSE each Business Day, eaeh Fund will disclose on the Funds' website ("Website") the identities and quantities of the money market securities and other assets held by the Fund (Le., the Portfolio Securities) that will form the basis for the calculation ofNAVat the end of such Business Day. The Website will be publicly accessible at no charge. This infom1ation ~ill form the basis tor such Fund's NAV calculation as of 4:00 pm ET on that Business Day.
   C. Dissemination Oflnformation About Funds And Their Shares
   In order to provide current Share pricing information for each Fund for use by investors, professionals and persons wishing to create or redeem Shares, the Listing Exchange will disseminate: (i) continuously throughout the trading day, through the facilities ofthe consolidated tape, the market value of a Share, and (ii) every 15 seconds throughout the trading day, separately from the consolidated tape, a calCulation of the estimated NAV ('"Estimated

NAV") of a Share. IS Comparing these two figures allows an investm to determine whether, and to what extent, Shares are selling at a premium or a discount to NAV. As with other Market listed stocks, Shares' closing prices, and certain other daily trading infonnation, such as market prices and volume of Shares, will be broadly available on a real time basis throughout the trading day. The Trust expects that the previous day's closing price and volume information will be published daily in the financial sections ofmany newspapers. In addition, the Trust expects, given the past history of Prior ETFs, that Shares will be followed by stock market and mutual fund professionals as well as investment advisers who will offer their analysis of why investors should purchase, hold, sell or avoid Shares. Market listing of Shares should help ensure that there is a substantial amount ofraw data available, and that such data is pac.kaged, analyzed and widely disseminated to the investing public. Also, the Listing Exchange intends to disseminate a variety of data. with respect to Shares on a daily basis by means of CTA and CQ High Speed Lines including: information as ofthe previous day's close with respect to NAV and the number of Shares outstanding. The Trust has been advised that similar infonnation will be provided in connection with Shares of each Fund primarily listed on a Market other than the Listing Exchange. The Website will also contain the following information on a per Share basis, ior each Fund: (i) the prior business day's closing NAV and closing market price (based on the mid-point of the bid-asked spread at the time the Fund's NAV is calculated or the close ofETF trading on the Listing Exchange ("Bid-Asked Price"», and a calculation ofthe premium or discount of the Bid-Asked Price in relation to the closing NAV; and (2) data tor a period covering at least the four previous calendar quarters (or life of a Fund, if shorter) indicating how frequently each Fund's Shares traded at a premium or discount to NAV based on the daily Bid-Asked Price and closing NAV, and the magnitude of such premiums and discounts. The Website will also display the Prospectus, and additional quantitative information that is updated on a daily basis. PARTY A. Requests For Relief - Introduction The Trust, on behalfofitself, the Listing Exchange, other Markets, the Distributor,

Authorized Participants and persons or entities engaging in transactions in the Shares, requests

that the Commission grant exemptive, interpretive or no-action relief from Section II (d)( I)

Exchange Act, JOh-lO,lOb-17, lIdI-2, 15cl-5, and 15cl-6 under the Exchange Act and Rules

15 The Estimated NAY of each Fund's Shares is calculated by taking the value ofthe Foreign Currency Deposit and/or Deposit Security (converted into dollars based on current foreign currency exchange rates) by the number ofshares ofthat security contained in the Creation Deposit, adding the resulting figure to the previous day's Balancing Amount or the estimated Balancing Amount, and dividing that sum by the number of Shares in a Creation Unit. The value of each Deposit Security will be either its most recent closing price or its then-current market price on its primary trading market, depending on whether the particular security trades in a country whose markets have dosed or are still open. Throughout the U.S. trading day at 15-second intervals, the vendor will recalculate the estimated NAY ofa Fund's Shares to reflect changes in market values (for those Deposit Securities trading in countries whose markets are open) and changes in foreign currency exchange rates.

101 and 102 of Regulation M. As noted above, this requested relief is substantially similar to relief granted to the Prior ETFs currently trading on a Market and to the other series of the Trust.

1. Rule lOb-lO.
   Rule IOb-l 0 requires a broker or dealer effecting a transaction in a security for a customer to give or send written notification to such customer disclosing the infonnation specified in paragraph (a) of Rule IOb-l 0, including the identity, price and number of shares or units (or principal amount) ofthe security purchased or sold. The Trust requests that the Commission provide exemptive relief from application ofthe Rule, as discussed below, with respect to the creation (i.e., issuance) or redemption of Shares (all ofwhich are in Creation Unit size aggregations). The Trust is not requesting exemptive orinterpretive relief from Rule IOb-IO in connection with purchases and sales of Shares in the secondary market. The Trust proposes that broker-dealers acting for their customers in either depositing Deposit Securities in exchange for Creation Units or redeeming Shares in Creation Unit size aggregations lor Redemption Securities be pennil1ed to provide such customers with a statement ofthe number of Creation Units created or redeemed without providing a statement ofthe identity, number and price of shares ofindividual Deposit Securities included in the Portfolio Deposit tendered to the Trust for purposes of creation of Creation Units, or the identity, number and price ofshares of Redemption Securities to be delivered by the Trust to the redeeming holder. The composition of the Deposit Securities, if any, required to be tendered to the Trust through the Custodian for creation purposes and ofthe Redemption Securities, if any, to be delivered on redemption will be disseminated by the Custodian on each Business Day and will be applicable to requests for creations or redemption, as the case may be, on that day. This infonnation will be made available to requesting broker-dealers or other persons through the NSCC. Moreover, institutions and market professionals will be readily able to calculate independently such information based on publicly available information. The Trust anticipates that any institution or broker-dealer engaging in creation or redemption transactions would have done so only with knowledge ofthe composition ofthe applicable Deposit Securities or the Redemption Securities to be received on redemption, so that specific infonnation on the Deposit Securities or the Redemption Payment to be received on redemption in the Rule 1Ob·1 0 notification would be redundant. The Trust agrees that any exemptive or interpretive rcliefundcr Rule IOb-IO with respect to creations and redemptions be subject to the following conditions:
   (1) Confirmation statements of creation and redemption transactions in Shares will contain all ofthe infonnation specified in paragraph (a) of Rule IOb-IO other than identity, price, and number of shares of each component security of the Deposit Securities or Redemption Securities tendered or received by the customer in the transaction; (2) Any confinnation statement of a creation or redemption transaction in Shares that omits the identity, price, or number ofshares of component securities will contain a statement that such omitted infonnation will be provided to the customer upon request; and (3) All such requests will be fulfilled in a timely manner in accordance with paragraph (c) of Rule 1Ob-I O.
2. Rule 10b-17.

Rule 1Ob-17 requires an issuer of a class of publicly traded securities to give notice of certain specified actions (e.g., dividends, stock splits, rights offerings) relating to such class of securities in accordance with Rule lOb-17(b). Paragraph (c) ofthe Rule, however, states that the Rule shall not apply to redeemable securities issued by open-end investment companies and unit investment trusts registered under the 1940 Act. Except for the fact that redemption is subject to the minimum condition of tendering 50,000 Shares, the Trust is intended to function like any other open-end fund continuously offering its shares. it is in recognition of the foregoing that the Division oflnvestment Management issued an order pennitting the Trust to issue shares with limited redeemability while still treating the Trust like any other open-end investment company. In addition, compliance with Rule 1Ob-17 would be impracticaL in light of the nature ofthe funds. 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. Therefore, the exemption under paragraph (c) ofRuLe 1Ob-17, which covers open-end investment companies with fully redeemable shares, should be applicable to the Trust.
3. Section ll(d)(l): Rule Ildl-2.
Section I l(d)(I) of the Exchange Act generally prohibits a person who is a broker-dealer
from effecting any transaction in which the broker-dealer extends credit 10 a customer on any security which was part of a new issue in the distribution of which he participated as a member of a selling syndicate or group within thirty days prior to such transaction. Rule 11d1-2 provides an exemption from Section II(d)(l) for securities issued by a registered open-end investment company or unit investment trust with respect to transactions by a broker-dealer who cA1ends credit on such security, provided the person to whom credit has been extended has owned the security for more than thirty days. The Staff has previously issued class relief under Section II (d)(l) and Rule 11 d1-2 with respect to ETFs which meet certain conditions (the "SIA Letter,,).16 The Trust requests that simiLar relief be extended to the Trust subject to the identical conditions enumerated in thc SIA Letter. Under the conditions of the SIA Letter, the only compensation a broker-dealer will receive for representing a customer in purchasing Shares is the commission charged to that customer, which in alllikclihood is the same compensation the broker-dealer would receive in connection with any stock purchase by a customer. Therefore, there is no special financial incentive to a broker-dealer, except the broker-deaLer's regular commission, to engage in secondary market transactions in Shares, whether as principal or agent. In view ofthe foregoing, the Trust does not believe that application ofthe thirty-day restriction in Rule 11 d1-2 to broker￾dealers does not furthers the purpose of Section I l(d)(I) or Rule I1dl-2.
4. Rules 15cl-5 and 15c1-6.
Rule 15cl-5 requires a broker or dealer controlled by, controlling, or under common control with, the issuer of a security who induces the purchase or sale by a customer of a security, to disclose the existence ofsuch control before entering into a contract with or for such customer for the purchase or sale of such security. Rule 15c1-6 requires a broker or dealer to send a customer -\oTi tien notification ofits participation in the primary or secondary distribution II> See SIA Letter, supra n. 3.

of any security in which it effects any transaction in or for such customer's account or induces the purchase or sale of such security by such customer. The Trust believes that disclosure by a broker·deakr of a control relationship with the issuer of a portfolio security held by the Fund, or ofa participation in the distribution ofone of the Fund's portfolio securities, wQuldimpose an unnecessary and unjustifiable burden on broker￾dealers engaging in Share transactions for their customers. There is no realistic potential for manipulating one ofthe Fund's portfolio securities' market price by means of transactions in Shares. Such a strategy would be both expensive and inetlicient and, moreover, the Fund will not own more than 10% of anyone company's voting securities. Application ofthe Rules 15c1-5 and Rule 15c1-16 could adversely affect the attractiveness ofthe Shares 10 broker-dealers and thereby affect market liquidity and the utility of the Shares as a form of basket trading. The Trust, therefore, requests the Staffto grant no-action relief fi-om application ofthe rules with respect to creations and redemptions of Shares and secondary market transactions therein.
5. Rule 101 of Regulation M.
The Trust respectfully requests that the Commission grant an exemption from Rule 101, as discussed below, to pennit persons participating in a distribution of Shares of a Fund to bid for or purchase, redeem or engage in other secondary market transactions in such Shares. Generally, Rule 101 of Regulation M is an anti-manipulation regulation that, subject to certain exemptions, prohibits any "distribution participant" and "its affiliated purchasers" from bidding for, purchasing from, or attempting to induce any person to bid for or purchase, any security which is the subject ofa distribution until after the applicable restricted period, except as specifically pennitted in Regulation M. The provisions of Rule 101 apply to underwriters and prospective underwriters, brokers, dealers, and other persons who have agreed to participate or are participating in such distribution. The Trust understands that while broker-dealers that: (i) tender Portfolio Deposits to the Trust through the Distributor in return for Shares of a Fund in Creation Units; or (ii) redeem Shares ofa Fund in Creation Units for receipt of Redemption Securities held by a Fund generally will not be part of a syndicate or selling group, and while no broker-dealer will receive fees, commissions or other remuneration from the Trust or the Distributor for the sale of Shares of a Fund in Creation Units, under certain circumstances such broker-dealers could be deemed to be "underwriters" or "distribution participants" as such terms are defined in Rule lOO(b). Paragraph (c)(4) ofRule I0 I exempts from its application, inter alia, redeemable securities issued by an open-end management investment company (as such terms are used in the 1940 Ac-t). The Trust is registered as an open·end management investment company under the 1940 Act. However, as discussed above, individual Shares are not redeemable except in Creation Units. Due to the redeemability of the Shares in Creation Units, there should be little disparity between the Shares' market price and their net asset value per Shares. Accordingly, the rationale for exempting redeemable securities of open-end management investment companies from the application of Rule 101 is equally applicable to the Shares. Although redemption is subject to tbe condition of tendering the appropriate number of Shares of Creation Units, the Trust otherwise will continue to function as an open.end fund continuously offering its Shares. It is in recognition of the special nature of such offerings that open-end management investment company and unit investment trust securities are exempted under paragraph (c)(4). Without such an exemption, they could not operate as intended. In view of the foregoing, the Trust requests

that the Commission continn that as a result of registration of the Trust as an open-end management investment company and the redeemable nature of the Shares in Creation Units, transactions in the Shares would be exempted from Rule 101 on the basis of the exception contained in (c)(4) of such Rule. The purpose of Rule 101 is to prevent persons from conditioning the market to facilitate a distribution. Creation Units of Shares may be created and redeemed, in kind (or in cash in certain cases) at net asset value, on any Business Day. Holders of Shares also have the benefit of intra-day secondary market liquidity by virtue of their Market listing. Thus, the secondary market price of Shares should not vary substantially from the net asset value of such Shares. Because of the redeemability of Shares in Creation Units, coupled with the open-end nature of the Trust, any significant disparity between the market price ofthc Shares and their net asset. value should be eliminated by arbitrage activity. Because the net asset value of Shares is largely based on the market value of the relevant Fund Holdings, transactions involving Shares (creations from and redemptions with the Trust, as well as purchases and sales in the secondary market) will not affect net asset value. Similarly, such transactions should not have a significant effect on the market price of Shares. The Trust also respectfully requests relieffrom the provisions ofRule LOl to the extent necessary to permit persons or entities that may be deemed to be participating in the distribution of Shares or shares of any Portfolio Securities included as Deposit Sec·urities (i) to purchase Deposit Securities for the purpose of tendering them to a Fund as part of a Creation Deposit, for the purchase of Creation Units of Shares and (ii) to tender Shares for redemption in Creation Units and to receive Redemption Securities as part of redemption proceeds. The Trust also requests that the Commission clarify that the tender of the Shares to a Fund for redemption and the receipt of Redemption Securities upon redemption does not constitute a bid for or purchase of any of such securities, or an "attempt to induce any person to bid for or purchase a covered security, during the applicable restricted period" for the purposes ofRule 101. Redemption entails no separate bid for any ofthe Redemption Securities. As described above, following notice ofredemption, a Fund will deliver the specified Redemption Securities after the redemption request is received in proper form, except in those cases where redemption proceeds are paid in cash. Abscnt unusual circumstances, the Trust will not purchase Redemption Securities in the secondary market to fulfill a redemption request. Therefore, redemptions of Shares cannot be expected to affect the market price of the Redemption Securities. As indicated above, the Distributor will not engage in any secondary market transactions in Shares, either for its own account or for
investors. The Trust also notes that, aside from not attempting to replicate an index, each Fund,

except as specifically described herein, meets the terms oftbe Class Relief Letter. l7 That lettcr

granted class relief to fixed income ETFsirom Rule 101 under Regulation M.

In view of the lack of any special financial incentive to create Creation Units of Shares, combined with a predictable lack of any meaningful potential for the issuance and the secondary market trading of Shares to affect significantly Shares pricing, application of Rule 101 to a broker-dealer or other person who may be participating in a distribution of Shares or securities held by a Fund is unnecessary and inappropriate, and could unnecessarily hinder broker-dealers 17 See Fixed Income Class Relief Lcltcr, supra n. 7.

or other persons in their creation and redemption activities, in their day-to-day ordinary business of buying and selling Shares and thus undennine the potential beneficial market effects of Shares trading discussed throughout this Letter.
6. Rule 102 of Regulation M.
The Trust respectfully requests that the Commission confirm that, as a result of registration of the Trust as an open-end management investment company and the redeemable nature of the Shares in Creation Units, for the reasons previously stated Wlder the request for relief under Rule 101 (e)(4), transactions in Shares would be exempted from Rule 102 on the basis of the exception contained in paragraph (d)(4) of such Rule. Application of Rule 102 in this context would not further the anti-manipulative purposes of the Rule. Alternatively, the Trust requests that the Commission grant an exemption under paragraph (e) ofRule 102 to such etTect. Application of Rule 102 in this context would not further the anti-manipulative purpose of this rule. The purpose of Rule 102 is to prevent persons from manipulating the price of a security during a distribution and to protect the integrity ofthe offering process by prohibiting activities that could artificially influence the market for that particular security. As noted above, aside from not attempting to replicate an index, each Fund also either meets the terms of the Fixed Income Class Relief Letter'S or generally limits its investments to financial instruments other than securities (e.g., currency futures contracts), exempted securities and fixed income securities that are rated investment grade by one or more NRSRO or are deemed to be of equivalent credit quality by the Adviser. That letter granted class relief to fixed income funds from Rule 102 under Regulation M. For the reasons described in connection with the requested Rule 101 relief, redemption transactions and secondary market transactions in the Shares are not viable means to manipulate the price of a portfolio security held by a Fund during a distribution of such security. The Trust \vill redeem the Creation Units of Shares at the NAV of the Shares. Although Shares are traded on the secondary market, Shares may only be redeemed in Creation Units. Thus, the Trust believes that the redemption by the Trust of the Shares of each ofthe Funds at NAV in consideration principally for Portfolio Securities held by a Fund does not involve the abuses that Rule 102 was intended to prevent. 13 See Fixed Income Class Relief Letter, supra n. 7.

PART VI
A. Conclusion
Based on the foregoing, the Trust respectfully requests that the Commission and the Division ofMarket Regulation grant the relief requested herein. The forms of relief requested are virtually identical to those actions which the Commission and the Division of Market Regulation have taken in similar circumstances. Thank you for your consideration ofthis request. Should you have any questions or require additional information, please do not hesitate to call the undersigned at (917) 267-3721. Very truly yours, Richard F. Morris Deputy General Counsel WisdomTree Asset Management, Inc. CC: Brian Bussey, Assistant ChiefCounsel, Division of Trading and Markets