SEC Division of Trading and Markets no-action letter: WisdomTree Trust Index-Based ETF of ETFs

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20S49
DIVISION OF
TRADING AND MARKETS
December 23,2009
Richard F. Morris

General Counsel

WisdomTree Asset Management, Inc.

380 Madison Avenue, 21st Floor

New York, NY 10017

Re: WisdomTree Trust Index-Based ETF of ETFs

File No. TP 10-10

Dear Mr. Morris:
In your letter dated December 23,2009, as supplemented by conversations with the staff ofthe Division of Trading and Markets ("Staff'), WisdomTree Trust ("Trust") on behalf of itself, any national securities exchange or national securities association on or through which 'shares of the Trust's series ("Shares") are listed, ALPS Distributors, Inc., and persons or entities engaging in transactions in Shares, requests exemptive, interpretive, or nO-action advice regarding Rule IOb-17 under the Securities Exchange Act of 1934, as amended ("Exchange Act") and Rules 101 and 102 of Regulation M. A copy of your letter is attached with this response. By including a copy of your correspondence, we avoid having to repeat or summarize the facts you presented. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter. The Trust was organized as a Delaware statutory trust on December 15, 2005 and is authorized to have multiple series of portfolios. The Trust is registered with the Commission under the Investment Company Act of 1940; as amended ("Investment Company Act"), as an open-end map.agement investment company. The Trust currently consists of 50 separate .irtvestmentportfolios,one of-whiCh is the subject ofthis request for relief, the WisdomTree· International Hedged Equity F:un&(the "Fund',"). The Fund will seek to track the price and yield . performance, before fees and expenses,·ofthe WisdomTree DEFA International Hedged Equity Index ("Index"). The Index and Fund are designed to provide exposure to equity securities in Europe, Far East Asia, and Australasia, while at the same time hedging exposure to fluctuations between the value ofthe U.S. dollar and selected non-U.S. currencies in these regions. The Fund will accomplish this objective by normally investing at least 80% of its net ·assets, plus the amount of any borrowings for investment purposes, in otherWisdomTree ETFs that provide exposure to the securities in its underlying index. The Trust intends to list the Shares on the NYSE Arcaand will offer and sell such shares pursuant to an amendment to its Registration Statement that became effective on June 10, 2009 and was revised on November 10, 2009. The Fund will issue and redeem its Shares only in

Richard F. Morris

WisdomTree Asset Management, Inc.

December 23,2009 .

aggregations of50,000 shares or multiples thereof. Shares will not be individually redeemable. Except for thy fact thatthe Fund will operate as anETFofETFs, the Fund will operate in a manner identical to the WisdomTree index fundS that have. been granted relief by the Staff previously. . . Response:
Regulation M
Redeemable securities issued by an open-€mdmanagementinvestment company are excepted from the provisions ofRule 101 and 102 ofRegu(:ation M. The Commission granted the Trust and its co-applicants exemptions from certain provisions ofthe Investment Company Act with respect to the Fund 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 Unit size· . aggregations ofShares.' . Rule 101 of Regulation M 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, 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. I 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 of your representations and the facts presented, particularly that the Trust is a registered open-end management investment company that will continuously redeem at net asset value Creation Unit size aggregations of the Shares and the secondary market price of the Shares should not vary substantiallyfrom the net assetva[ue ofsuch Shares, which is largely based on the market value ofthe rel¢vant FundholdingsandwiU becomputed,oneach 8usiness .··~:~::~o~~~h:b~e:=~:::!:~:f:~:~~:~:~~~~~iii~:~~~~~~:~:: ofthe Shares to bid' for or purchasetheShat~sdtir1ngtheir participation in suchdistribution.2 17CFR242.101. We note thatRegulation M does riot prohibit a distribution participant and its affiljatedpurchasers from bidding for and purchasing Poitfotio Se(;uri~ies in accon:lance with-the exceptions contained in paragraphs (b)(6) and (c)(l) of Rule 101. Rule IOI(b)«»(i) excepts basket transactions in which bids or purchases are made in the ordinarycQurse of business in: connection with a basketOf 20 or more securities in ",hich a covered security does not comprise more that 5% ofthe value ofthe basket purchased. Rule 10 l(b)(6)(ii) excepts adjtfstmen-ts to such a basketmade in the ordinary course of business as a result of a change in the c~mpositi~n ofastandardized index~Also;RLile IOJ(c)(I) excepts transactions in actively-traded . securities, that is, securities that have an average daily trading volume vallJe of at least $\ million and are issued by an issuer whose common equity securities have a public float value. of at least $\50 million;

---

_.
Richard F, Morris
-WisdomTree Asset Management, inc~
December23, 2009
The Staff also confirms the interpretation ofRule 101 of Regulation M that a redemption _of Creation Unit size aggregations of the. S1).an~s and the receipt of Redemption Securities In exchange therefor by a participant in a di~tribution of the Shares 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, • • 0. Rule 102 of RegulationM Rule 102 of Regulation Mprohibits: 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 iri connectl()n with a distribution ofsecurities effected by or on behalfof an issuer or selling security holder.3 Rule 100 of Regulation M defines "distribution" ~o 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 ofyour representations and the facts presented, particularly that the Trust is a registered open-end management investment company that will redeem at net asset value Creation Units of the Shares, the Staff hereby confirms _that the Trust is excepted under paragraph (d){4) of Rule 102 of Regulation M, thUs permitting the Fund to redeem the Shares during the-continuous offering ofthe ShareS. Rule IOb-17 Rule IOb-I7, with certain exceptions, requires an issuer of a class of publicly 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 IOb-17(b). __ On the basis of yOl,lf representations audthe facts presented, particularly that the _ Commission hasdeterrnined, to ~t;AA e}(em,ption from the Investment Company Act to- register :~~::.;:,::~:a"!~*~~~":I::;'~~i~Il.S requitementsof Rule lOb-II tolhe 'TiuSt\Mi.tli respect to transactions in the Shares. provided however, that such securities arenot issued by the distribution participant or an affiliate ofthe

• distribution participant. - - - -
  17CFR 242.102,
  . . ". We also note that compliance with Rule IOb-17 would be impractical in light ofthe nature ofthe Fund. This is because it is not possible for the Trustto accurately project ten daysiil advance wh3:t dividend; if any; would be paid on a particular record date. - - -

. Richard F. Morris .

WisdomTree Asset Management, Inc.

. December23, 2009

The foregoing exemption from Rule 1Qb·l? and interpretations of Rules 101 and 102 of Regulation M are based s.olely on your representations and the facts presented to Staff, and are strictly limited to the application of those rules to transactiQns involving the Shares under the circumstances describ~d above and in your letter. Such transactions shOUld be discontinued, .pending presentatIon of the 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 Rule lOb-I? and interpretations of Rules 101 and 102 of Regulation M ate subject to the condition that such transactions in Shares; any PortfolioSecilrities',or any related securities are .. not made lQf the purpose of creating actual, or apparent, active trading in or raising or otherwise affecting the price ofsuch securities. . These eXemption and interpretive positions are subject to modification or revocation ifat any time the COmrtlission or Staffdetermines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act. In addition, persons relying on these exemption and interpretive positions are directed to the anti-fraud and anti-manipulation . provisions of the Exchange Act, partiCularly Sections 9(a), lO(b),and Rule lOb-5 thereunder. Responsibility for compliance with these and other provisions.ofthe federal or state securities .laws must rest with persons relying 011 these exemption and interpretive positions. The Staff

expresses no view with respect to other questions that the proposed transactions may raise,

including, but not limited to, the adequacy of disclosure 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, /~~ Josepnme J. Tao Assistant Director

RECEIVED . . .
.. . ..". ,.....", -- .~ , ..
2009 DEC 23 PH 4: S8
SEC / Tt1 WIi6{)MrREE"
December 23,2009
Josephine 1. Tao
Assistant Director
Division ofTrading and Markets
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: . Request of WisdomTree Trust for Exemptive, Interpretive or No-Action Relief from Rule 10b-17 and Rules 101 and 102 of Regulation M promulgated under the Securities Exchange Act of 1934 for Index-Based ETF of ETFs Dear Ms. Tao:
SUMMARY OF REQUEST FOR RELIEF
I am writing on behalf of WisdomTree Trust (the "Trust"), an open-end investment company, and the WisdomTree International Hedged Equity Fund (the "Fund"), a series ofthe Trust described herein ("Applicants"). The Trust, on behalf ofitself, any national securities exchange or national securities association on or through which shares of the Fund ("Shares,,)l are listed (each, a "Listing Exchange") and/or may subsequently trade (with each such market referred to herein as a "Market"i, ALPS Distributors, Inc. ("Distributor") and persons or entities engaging in transactions in Shares, including Authorized Participants (as defined below), hereby requests, as applicable, from the staffoftheDivision ofTrading and Markets("Staff') ofthe Securities and Exchange Commission ("Commission"), or from the Commission, exemptions, interpretive or no-action advice regarding Rule 1Ob-17 and Rules 101 and I02 ofRegulation M under the Securities Exchange Act of 1934 (the "Exchange Act")... The Trust intends to offer Shares ofthe Fund. The Fund is an exchange traded fund ("ETF") organized as a series ofthe Trust The Fund seeks to track the performance ofan 1 The Trust intends to list the Shares of the Fund described herein on NYSE Arca pursuant to NYSE Arca Rule 5.2 (j) (3). In addition, the Commission granted the requested reliefto the Trust from the application ofcertain sections ofthe Investment Company Act of 1940 ("1940 Act") and the rules promulgated thereunder (see ReI. Nos.. IC -27391 (June 12,2006). . 2 In the future, the Trust may determine to·list Shares on a Market other than the Listing Exchange~ Ifthe 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) ofthe Exchange Act. Ifthe Shares also trade on a Market pursuant to unlisted trading privileges, such trading will be con~ucted pursuant to self-regulatory organization rules that have become effective pursuant toExchang~ Act Section 19(b). . .

underlying index developed by WisdomTree Investments, Inc. The Fund intends to operate as an "ETF ofETFs." As such, the Fund will seek to track the performance of its underlying index by investing substantially all ofits assets in otherWisdomTree ETFs instead of investing directly in the shares. of issuers ofindividual equity securities included in its underlying index. Except for . . the fact that the Fund Will operate as anETFs ofETFs, the Fund will operate in a manner identical to the WisdomTree index Funds that have been gnintedreliefby the Staff and substantially identical to the WisdomTree actively-managed Funds that have been granted relief by the Staff.4 The Staff recently issued relief substantially identical to that requested herein to index

based and actively managed ETFs operating as ETFs ofETFs (the "Prior ETFs ofETFs,,).5 The

Staff has previously issued substantially similar relief to index-based ETFs6 and actively

managed ETFs7 that invest directly in securities, as well as substantially similar relief to various

3 See Letter from James A. Brigagliano, Acting Associate Director, Division. of Market Regulation, to Kathleen H. Moriarty, Carter, Ledyard & Milbwn, dated June 15,2006 with respect to certain WisdomTree index Funds; Letter from James A. Brigagliano, Acting Associate Director, Division of Market Regulation, to Richard F. Morris, WisdomTree Investments, Inc., dated October 12, 2006 with respect to certain WisdoinTree international sector Funds. 4 Letter from James A. Brigagliano, Acting Associate Dii-ector, Division of Market Regulation, to Richard F. Morris, WisdomTree Investments, Inc., dated May 9; 2008 with respect to certain WisdomTree actively managed furids; Letter from Josephine J. Tao, Assistant Director, Division of Trading and Markets, to Richard F. Morris, WisdomTree Investments, Inc., dated January 7,2009 with respect to certain WisdomTree actively managed funds. 5 Letter from Josephine J. Tao, Assistant Director Division of Trading and Markets, to Kathleen H. Moriarty of Katten Muchin Rosenman LLP dated March 25,2009 with respect to Index IQ index-based ETFs of ETFs; Letter from Josephine J. Tao, Assistant Director Division of Trading and Markets, to W. John McGuire of Morgan Lewis & Bockius, LLP dated September 14, 2009 with respect to Adviser Shares Trust actively managed ETFs of ETFs. . 6 See Letter from James A. Brigagliano, Assistant Director, Division of Market Regulation, to Jack P. Drogin of Morgan Lewis & Bockius, LLP, dated August 4,2005 with respect to iShares MSCI EAFE Growth Index Fund and iShares MSCI EAFE Value Index Fund; Letter from James Brigagliano, Assistant Director, Division of Market I{egulation, to Jack P. Drogin, Morgan, Lewis & Bockius LLP,dated OCtober 14,2004 with respect to . iShares FTSElXinhu:a China 25 Index Fund; Letter from James· A. Brigagliano, Assistant Director, Division of Market Regulation, to Stuart Strauss, Mayer, Brown Rowe & Maw, dated October 21,2002 with respect to the Fresco Index Shares Fund; Lette~ from James A. Brigagliano, Assistant Director, Division of Market Regulation, to W. John McGuire, Morgan, Lewis & Bockius LLP, dated July 25, 2002, to Mary Joan Hoene,Carter, Ledyard & Milburn, dated December 1, 2000, and September 5, 2000, and to Kathleen H. Moriarty; Carter, Ledyard & Milburn, dated May 16, 2000 with respect to various· series of iShares Trust; Letter from James A. Btigagliano, Associate Director of the Division of Market Regulation, to Kathleen Moriarty, Carter, Ledyard & MilbUrn, dated May 21, 2001 with respect to Vanguard Index Funds; Letter from James A. Brigagliano, Assistant Director, Division of Market Regulation to Barry A. Mendelson,.The Vanguard Group, dated October 20,2004 with respect to Division of Market Regulation, to Barry A. Mendelson, The Vanguard Group, dated October 20, 2004 with respect to yanguard Index Funds and Letter from James A. Brigagliano, Assistant Director, Division of Market Regulation, to Kathleen Moriarty, Carter, Ledyard & Milbwn, dated
March 9; 2005 with respect to Vanguard Index Funds. 7 See Letter from Josephine Tao, Assistant Director Division of Trading and Markets, to PIMCO ETF Trust Actively Managed Fixed Income Exchange· Traded Fund, dated November 10,2009; Letter from Josephine Tao, Assistant Director Division of Trading and Markets, to Grail Advisors ETF Trust, dated April· 30, 2009, as revised May 6, 2009; Letter from James A. Brigagliano, Associate· Director, Division of Trading and Markets, to

ETPs (collectively, the "Prior ETFs").8 The Fund will operate in a manner substantially identical to the Prior ETFs ofETFs. Except for the fact that it will operate as an ETF ofETFs, the Fund will operate in a manner substantially identical to the Prior ETFs.For example, the Fund will disclose its portfolio holdings on a daily basis and information about the prices ofthe securities and other instruments held by the Fund will be readily available from a variety ofsources. However, unlike the Prior ETFs ofETFs which seek to track the performance of "fund offunds" itidexes consisting ofother ETFs and ETPs, the Fund seeks to track the performance of an index ofshares ofissuers ofindividual equity securities. Applicants do not believe the Fund raises any significant new regulatory issues that have not already been addressed by the Commission and Staff. Nevertheless, because the Fund operates as ETFs ofETFs, Applicants are concerned that the "ETF.Class Relief' previously issued by the Staffwith respect to certain types ofETFs may not extend to the Fund.9 Specifically, the ETF Class Relief does not appear to extend to the Fund since the Fund does not meet the terms of Condition 2 and 3 ofthe Equity ETF ClaSs Letter as discussed more fully in Part IV herein. In particular, the Fund does not expect to hold twenty (20) or more "Component Securities" and may hold WisdomTree ETFs in excess of 25% of its total portfolio value. Not withstanding the foregoing, Applicants represent that each ETF or ETP held by the Fund will either (i) meet all ofthe criteria established in the applicable ETF Class Relief or (ii) have received individual relief pursuant to a response letter from: the Division. Clifford Chance US LLP regarding PowerShares Actively Managed Exchange Traded Fund Trust, dated April 4, 2008; and 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. 8 See for example, Letter from James A. Brigagliano, Assistant Director, Division ofMarket Regulation, to Michael Schmidtberger, Esq., Sidley Austin Brown & Wood LLP dated January 19,2006 with respect to tm Commodity Index Tracking Fund and DB Commodity Services LLC; Letter from Brian A. Bussey, Assistant Chief Counsel, Division ofMarket Regulation, to Kathleen H. Moriarty, Carter, Ledyard & Milburn, dated December 12, 2005, with respect to StreetTRACKS Gold Trust and Letter from James A. Brigagliano,Assistant Director, Division ofMarket Regulation to Kathleen H. Moriarty ofCarter, Ledyard & Milburn LLP, dated November 17,2004, with respect to the streetTRACKS Gold Trust. . . . . 9 See Letter from James A. Brigagliano, Esq., Assistant Director, Division ofMarket Regulation, to Claire P. McGrath, Esq., Vice President and Special Counsel, The American Stock Exchange, dated August 17, 2oo1"(re:
Exemptive Relief for Exchange traded Index FundsH"2001 Class Letter'); Letter from James A. 'Brigagliano, Esq., Assistant Director, Division ofMarket Regulation, t(} Ira Hammerman, Senior Vice President and General Counsel, Securities Industry Association, dated January 3, 20().5 (re: N~action Relief From Rule 200(g) ofRegulation SHO); Letter from Catherine McGuire, Esq., ChiefCounsel, Division ofMarket Regulation, to the Securities Industry Association Derivative .Products Committee, dated November 21,2005 (re: Expanded Class Relieffor ETFs with respectto Section l1(d)(1) ofthe 1934 Act and Rules 10b-10, lldl-2,15cl~5, and 15cl-6 under the 1943 Act) ("SIA Letter'); Letter from James A. Brigagliano, Acting Associate Director, Division ofMarket RegUlation, to Stuart M.Strauss, Esq., Clifford Chance US LLP (October 24,2006) (re: ETFs comprised ofEquity Securities and incorporating relief from certain prior letters) ("Equity ETF Class Letter'); Letter from James A. Brigagliano, Associate Director, Division ofMarket Regulation, to Benjamin Haskin, Esq.,·Willkie. FaiT & Oallagher LLP (April 9, 2007) ("Fixed Income ETF Class Letter') and Letter from Josephine Tao, Associate Director, Division of Trading and Markets, to Domenick Pugliese, Esq., Paul, Hastings, Janofsky and Walker LLP with ~espect to ETFs that are comprised of both equity as well as fixed-income securities ("Combination ETFClass Letter') (collectively, "ETF Class Relief' or "ETF Class ReliefLetters"). . ..

Applicants hereby request, as applicable, exemptions, interpretive or rio-action advice

regarding Rule IOh-17 and Rules 101 and 102 ofRegulation M under the Exchange Act.

This Letter is divided into six parts. Part I is description of th~ Trust and the Fund. Part II is a description ofthe Trust's disclosure documents with :respect to its .Shares.Part III contains a discussion ofthe dissemination ofinformationregarding Shares. Part IV contains a discussion ofthe ETF Class Relief. Part V contains the requests for relief and Part VI is the conclusion.
PART I
A. The Trust and the Fund
The Trust was organized as a Delaware statutory trust on December 15,2005 and is

authorized to have multiple series or portfolios. 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 over fifty (50) separate investment

portfolios.

The Trust intends to list the Shares on NYSE Arca. The Trust will offer and sell such shares pursuant to an amendment to its Registration Statement (Registration Nos. 811-21864 and 333-132380) on FormN-IA under the 1940 Act and the Securities Act of 1933 ("1933 Act"). A Registration Statement describing the Fund became effective on Jurte 10, 2009 and was revised on November 10, 2009; The Fund seeks to track the price and yield performance, before fees and

• expenses, ofthe WisdomTreeDEFA International Hedged Equity Index (the "Index"). To be
  included in the Index, companies must be incorporated and listed for tradirigin one of 16 developed-market European countries (Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom), Japan, Hong Kong, Singapore, or Australasia. Companies must have paid at least $5 million in cash dividends on their common stock in the annual cycle prior to the most recent Index measurement date and must also satisfy specified liquidity and other requirements. Companies are weighted in the Index based on regular cash dividends paid. The Index applies an applicable published WMlReuters one-month currency forward rate to the total equity exposure of each country in the Index to adjust the value ofeach clUTency against the U.S. dollar. The Fund employs an investment approach designed to track the performance of the Index. The Index and the Fund are designed to provide exposure to equity securities in Europe, .·Far East Asia and Australasia, while atthe same time hedging exposure to fluctuations between
• the value ofthe U.S. dollar and selected non-U.S. currencies in these regions~For U.S. investors,
  .international equity investments include two components ofreturn. the first is the return attributable to stock prices in the non-U.S. market or markets in which an investment is made. The second is the return attributable to the value of non-U.S. currencies in these markets relative to the U.S. dollar. The Index and the Fundseek to trackthe performance of equity securities in
• these developedmarkets that is attributable solely to stock prices. The Fund operates as a "fund
  offunds" and invests its assets primarily in other WisdomTreeETFs that, in turn, invest in equity securities in Europe, Far East Asia and Australasia. By investing in these ETFs, the FUnd will achieve exposure to the equity securities in the Index. Currently, the Fund's underlying ETFs are the WisdomTree Europe Total Dividend Fund, Japan Total Dividend Furtd and Pacific ex-Japan Total Dividend Fund.

The Fund will normally invest at least 80% ofits·net assets, plus the amount of any . borrowings for investment purposes, in other WisdomTree Funds that provide exposure to the securities in its underlying Index. The Fund also may invest its assets in individual equity securities, cash and cash equivalents, as well as in shares of other investment companies, forward contracts, futures contracts, options on futures contracts, options, and swaps. As with the Prior ETFs, each Fund may invest a limited portion ofits assets in derivative instruments in order to track the performance of its underlying· index. In no case will the Fund hold an equity security or contract issued by a single issuer or counterparty in excess of 20% of the value of such Fund's net assets. The Fund intends to enter into one-month forward currency contracts or futures contracts designed to offset the fund's exposure to non-U.S. currencies. A one-month forward cUrrency contract is a contract between two parties to buy or sell a specific currency one month in the future at an agreed-upon rate. A currency futures contract is a contract to exchange one currency for another at a specified date in the future at an agreed upon exchange rate. The amount of forward contracts and futures contracts in the Fund is based on the aggregate exposure ofthe Fund and Index to each non-U.S. currency. While this approach is designed to minimize the impact of currency fluctuations on Fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return ofthe forward contracts and futures contracts may not perfectly offset the actual fluctuations of non-U.S. currencies relative to the U:S. dollar.' WisdomTree Asset Management expects that, over time, the correlation between the Fund's performance and that of its Index, before fees and expenses, will be 95% or better. R Other Parties

1. Adviser and Sub-Adviser
   The 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 Act"). The Adviser has offices located at 380 Madison Avenue, 21st Floor, New York NY 10017. The Adviser is not affiliated (within the meaning ofSection 2(a)(3) ofthe 1940 Act) with NYSE Arca or any other Market, or the Distributor (as defined below). The Adviser may designate one or more sub-advisers (each, a "Sub:-Adviser") for the Fund. . The Adviser or the Sub-Adviser chooses the Fund's portfolio investments and places orders to buy and sell the 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, NYSE Arc<i or any other Market. .
2. Distributor and Authorized ParticipantS
   . The Trust has appointed ALPS Distributors, Inc., a broker-dealer registered under the Exchange Act and a member ofthe Financial Industry Regulatory Authority, Inc. ("FINRA"),to

• 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) ofthe 1940 Act) with the Adviser, Sub-Adviser, NYSE Arca or any other Market. The Trust may appoint a different Distributor in the future.. .

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 11 D. below. The Authorized Participants are not affiliated (within the meaning of Section 2(a)(3) ofthe 1940 Act) with the Adviser, Sub-Adviser, NYSE Arca or any other Market.
3. Administrator/Custodian/Transfer Agent/Securities Lending Agent/Fund Accounting
Agent
The Trust may appoint the Adviser, an affiliate ofAdviser 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 ofthe 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 ofSection 2(a)(3) of the 1940 Act with the Trust, the Adviser or the Distributor, such affiliation will also be disclosed and the performance oftheir duties and obligations will be conducted within the provisions of the 1940 Act and the rules thereunder.
C. Shares
As described in subparts I.D. through I.F. below, the FundwiU issue and redeem its Shares in aggregations of 50,000 Shares or multiples thereof ("Creation Units"). Shares will not be individually redeemable. The Trust intends that the initial net asset value ("NAV") of Shares will be established at a level convenient for trading purposes. 10 Purchasers ofCreation Units will be able to unbundle the Creation Units into the individual Shares comprising such Creation Unit. It is not expected that the Fund's Distributor will maintain a secondary market in individual Shares. The Listing Exchange will designate one or more member ftrms 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 ofthe Prior ETFs that are listed on NYSE Arca or another Market.ll ShareS will be registered in book-entry form only; the Fund will not issue individual ,certiftcates for Shares. The Depository Trust Company ("DTC") will serVe as secUrities , depository for Shares and DTCor its nominee will be the record or registered owner of all ,outstanding Shares. Beneftcial ownership ofShares will be shown on the records ofDTC or a broker-dealer that is a participant inDTC (a'''DTC Participant");Beneti~ialownersof Shares

("BeneftcialOwners") willreceive, ~tthe Fund's expense, all ofthe statements, notices, and

reports required under the ,1940 Act and other applicable laWs ("Required Materials")~ ,

10 The Trust believes that a,convenient trading range will be between $25 • $100 per Share and the Trust reserves the right to declare a share split, or a reverse share split, if the trading price over time deviates significantly from such price range. Assuming a Creation Unit of 50,000 shares and a $25 per share. price; for' the Fund the Creation Unit value ofthe Fund would be $1,250,000. Each shareholder will have one vote per Share. II The Trust,expects that the trading of Shares on any other Market would be conducted ma similar manner.'

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 Beneficial Owners acting through such DTC ParticipantS to take such action and would otherwise act upon the instructions of Beneficial Owners owning Shares through them. As described above, the Trust will recognize DTC or its nominee as the record owner ofShares for all purposes. Accordingly, to exercise any rights of a holder of Share~, each Beneficial Owner must rely upon the procedures of(1) OTC, (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 hidirectly, through which such Beneficial Owner holds its interest. Moreover, because the Trust's records will reflect ownership of Shares by DTC only, the Trust will furnish the Required Materials to the DTC Participants who, in turn, 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 ofthe Fund in Creation Units through the Distributor on a continuous basis at the NAVper share next determined after receipt of an order in properfonn. The NAV ofthe Fund is expected to be detennined as ofthe 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 of each Fund on every Business Day and will not suspend the right ofredemption or postpone the date of payment or satisfaction upon redemption for more than seven days, other than (a) any period during which the NYSEis 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 ofsecurities 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 permit for the protection of holders of Shares. As discussed above, individual Shares will be listed on the Listing Exchange (or another Market) and traded in the secondary market in the same manner as other equity securities and the units or shares (as the case may be) ofPrior ETFs and Prior ETFs ofETFs currently listed and. trading thereon. The price of Shares trading in the secondary market will b.eb~ed oil a current
bid/offer market· No secondary sales will be made to brokers or dealers at aconce~sionby·the Distributor or by the Fund. Transactions involving the sale of Shares·in the second,ary market￾whichwill be between purchasers and sellers and will not involve the Fund -- will be subject to customary brokerage commissions and charges. This also is the method employed by the Prior ETFs and Prior ETFs ofETFs. Like the Prior ETFs and Prior ETFs ofETFs, 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 premium or discount in relation to NAV. Redemptions ofShares ofthe 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&., (i) a broker-dealer· or other participant in the clearing process through the Continuous Net Settlement System ofthe .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, butare not required to be, .. members ofthe Primary Listing Market. Authorized Participants are generally broker-dealers and are not compensated by the Trust ot the Fund in connection with the issuance or redemption of Shares. E. Procedures Applicable To Purchases ofthe Fund

1. Deposits of Cash and/or Securities
   To purchase Shares directly from the Fund, an Authorized Participant must deposit with the Fund the required cash amount and/or designated securities (the "Portfolio Deposit"). Each . Business Day, prior to the opening oftrading on the Listing Exchange, the Adviser or Sub￾Adviser will make the required Portfolio Deposit available through the National Securities Clearing Corporation ("NSCC").
2. Placement of Purchase Orders
   As mentioned above, all purchase orders fOf Shares in Creation Units ofthe Fund must be placed by or through an Authorized Participant. A purchase order must be received by the Distributor prior to the Fund's purchase cut-offtime, in 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. The Custodian shall cause any sub-custodian(s) ofthe Fund to maintain an account 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 ofCreation Units of Shares of the Fund by an Authorized Participant

generally will settle no later than the third (3rd) Business Day following the Transmittal Date

(generally expressed as "T+3,,).12. .

3. Transaction Fee on Purchases ofCreation Units
   The Trust may inipose transaction fees ("Transaction Fees") in connection with the purchase ofCreation Units. The purpose ofthis fee is to protect the continuing shareholders of the Trust againstthe possible dihitive transactional expenses including operationalprocessing and brokerage costs associated with establishing and liquidating portfolio positions in connection with the purchase ofCreation Units. The maximum Transaction Fees will be fully disclosed in the Prospectus for each Fund. In all cases such Transaction ·Fees will be limited i~ ~ccordance with requirements ofthe Commission applicable to management investment companies offering redeemable securities. F. Procedures Appli~able To Redemptions ofthe Fund
   I. Redemption Proceeds
   12 To the extent that the standard for the delivery and settlement of Deposit Securities is shortened from T+3 to T+2, T+1 or even T, the time for the delivery and settlement of purchases or redemptions ofCreation Units ofShares ofthe Fund by an Authorized Participant may be similarly shortened.

The payment upon redemption ("Redemption Payment") for the Fund will consist of designated securities ("Redemption Securities") and/or cash in an amount equal to the NAV of a Creation Unit. The Adviser or Sub-Adviser will make the composition ofthe Redemption Payment available through NSCC, DTC or the Distributor.
2. Placement ofRedemption Orders
Orders to redeem Shares in Creation Units ofthe Fund must be delivered by an Authorized Participant; investors other than Authorized Participants are responsible for making . arrangements for a redemptiOli request to be made through an Authorized Participant. An order to redeem Shares in Creation Unit(s}ofthe Fund is deemed received by the Trust on the Transmittal Date if: (i) such order is received by the Transfer Agent not later than the Fund's redemption cut-offtime 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.
3. Transaction Fee on Redemption ofCreation Units
The Trust may impose Transaction Fees in connection with the redemption of Creation Units ofthe Fund. The purpose ofthis fee is to protect the continuing shareholders ofthe Trust against the possible dilutive transactional expenses including operational processing and brokerage costs associated with establishing and liquidating portfolio positions in connection with the redemption of Creation Units; The maximum Transaction Fees will be fully disclosed in the Prospectus for the Fund. In all cases such Transaction Fees will be limited in accordance with requirements ofthe Commission applicable to management investment companies offering redeemable securities. . PART II A. Disclosure Documents The primary disclosure documents with respect to the Shares will be the Prospectus for. the Fund. 13 As with all investment company securities, the purchase of Shares in Creation Units from the Fund will be accompanied or preceded by a Prospectus. With respect to disclosure in the Prospectus concerning the non-redeemability of Shares, the Trust and the Fund will observe the following policies: (l)the term "mutualfund" will not be used except to compare and contrast the Trust or the Fund with ~onventionalmutualfunds;(2) the term "open-end management investment company" .Will he used in the Prospectus only to the extent required by Form 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 ofthe Prospectus and the prospectus summary will include a distinct paragraph orparagtaphS setting forth the fact that Shares will be listed on a Market and will be individually non-redeemable; (4) the Prospectus will disclose that the owners of Shares may acquire those Shares from the Fund, and tender those Shares for redemption to the Fund, in Creation Units; and (5) the Prospectus will 13 In the future, Applicants may also elect to use and deliver a "Summary Prospectus" as permitted in the final rules adopted by the Commission in Release Nos. 33-8998; IC-28584; File No. S7-28-07 (Jan. 13,2009).

/ clearly disclose that individual Shares prices may be below, above, or at the most recently calculated NAV. The Distributor will coordinate the production and distribution ofthe Prospectus to

broker-dealers~ It will be the responsibility of the broker-dealers to ensure that a Prospectus is

• provided to each secondary market purchaser of Shares.
  B. Website
  As discussed more fully in Part IV.B. below, the portfolio holdings of the 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 the Fund. The

Estimated NAV will-be disseminated by the Primary Listing Market.

PART III
A. Dissemination ofInformationaborit Creation and Redemption Baskets As discussed above, the names and required number of shares of each component in the

Creation Basket and Redemption Basket to be tendered in connection with the issuance or

redemption, respectively, ofShares of Creation Units will be made available through NSCC,

DTC or the Distributor on each Business Day, prior to the opening oftrading on NYSE Area.

_B. Dissemination Oflnformation About the Fund's Portfolio Securities The prices ofthe 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.
C. Dissemination ofInformation about Shares
In order to provide current Share pricing information for the Fund for use by-investors, professionals and persons wishing to create or redeem Shares, (i) the Listing Exchange will disseminate continuously throughout the trading day, through the facilities ofthe consolidated tape, the market value of a Share, and (ii) the Listing Exchange or a third party data vendor will -·disseminateevery 15 seconds throughout the trading day, separately from the consolidated tape, a calculation ofthe estimated NAV ("Estimated NAV") of a Share. Comparing these two figures

• allows an investor to deterinlne whether, and to what extent, Shares are selling at a premium or a
  discount to NAV. -
  The Website will also contain the following informatiOll on a per Share basis, for the Fund: (i) 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 ExchangeeBid~Asked Price"», and a calculation ofthe premium or discount ofthe Bid-Asked PriceiIi relation to the closing NAV; and (2) data for a period covering at least the four previous calendar quarters (or life ofthe Fund, ifshorter) indicating how frequently each' 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 ofeach Fund's policies and procedures is available in the SAL See Release No. IC-26418.

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 Website will also display the Prospectus, and additional quantitative infonnation that is updated on a daily basis.
PART IV
A. Comparison ofthe Fund to the Other ETFs Which Have Sought Similar . Commission Action and Received Similar Relief Applicants believe thatthe relief requested herein is identical to the relief granted by the Commission to the Prior ETFs ofETFs and is virtually identical to that granted in the ETF Class ReliefLetters. B. Applicability ofthe ETF Class Relief to the Fund The ETF Class Relief provides exemptive and/or no-action or interpretive relief with respect to Rule 1Ob-17, as well as Rules 101 and 102 of Regulation M, to any ETF that meets the . . criteria set forth in the Equity ETF Class Relief Letter. The Eql;lity ETF Class. Relief Letter sets forth five criteria that an ETF must meet in order to rely upon the ETF Class Relief. These are:
"1. The ETF Shares are issued by an open-end investment company or unit investment

trust registered with the Commission under the Investment Company Act;

2. The ETF consists of a basket oftwenty or more Component Securities: with no one

Component Security constituting more than 25% ofthe total value ofthe ETF;

3. At least 70% ofthe ETF must be comprised ofComponent Securities thatmeet the

minimum public float and minimum average daily trading volume thresholds under

the 'actively-traded securities' definition found in Regulation M for excepted

securities during each ofthe previous two months oftrading prior.to the fonnation of

the relevant ETF; provided, however, that if the ETF has 200 or more Component

Securities then 50% ofthe Component Securities must meet the actively-traded

securities thresholds;

.4. ETF shares areto be issued and redeemed in Creation Dillt aggregations of 50,000

• shafes or such other amount where the value of a Creation Dnit is at least $1 million

at the time ofissuance; and

5. The ETFmustbe managed to track a particular index all the components ofwhich

have public available lastsaletrade infonnation. The intra-day proxy value ofthe

ETF per share and the value ofthe "benchmark" index must be p~blicly disseminated

by a major market data vendor throughout the trading day.>Hs·

IS See, Equity ETF Class Relief Letter at 2.
; ..

The Fund will meet all ofthe criteria ofthe Equity ETF Class Relief Letter set forth above, with the exception of Conditions 2 and 3. The Fund does not intend to hold "a basket of twenty or more" Index Constituents and may hold a WisdomTree ETF in excess of25% ofthe total value of its portfolio. Applicants note, however, that each ofthe WisdomTree ETFs held by the Fund itself will have either met all conditions set forth in the Equity ETF Class Relief Letter, or will have received·individual relief from the Commission. Therefore, Applicants hereby request that the Commission grant exemptive, interpretive or no-action relief from Rule lOb-I? and Rules 101 and 102 of Regulation M as discussed below. As noted above, this relief is identical to the relief granted to the Prior ETFs ofETFs .
PART V
.A. Requests For Relief - Introduction
The Trust, on behalf ofitself, the Listing Exchange, other Markets, the Distributor,

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

that the Commission grant exemptions, interpretive or no-action advice regarding Rules lOb-I?

and Rules 101 and 102 ofRegulation M under the Exchange Act.

1. Rule IOb-17
   Rule lOb-I? requires an issuer of a class ofpublicly traded securities to give notice of certain specifiedactions (e.g., dividends, stock splits, rights offerings) relating to such class of securities in accordance with Rule IOb-I?(b). Paragraph (c) of the 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 oftendering 50,000 Shares, the Fund is intended to function like any other open-end fund continuously offering its shares. It is in recognition ofthe foregoing that the Division ofInvestment Management issued an order permitting 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 lOb-I? would be impractical in light ofthe nature ofthe Fund. This is because it is not possible for the Fund, like other Prior ETFs,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 IOb:"I?, which covers open-end investment compames with fully redeemable shares, should be appliCable to theFund.
2. Rule 101 ofRegulation M

• Applicants respectfully requests that the Commission grant interpretive relief from RUle
  101, as discussed below, to permit persons participating in adistribution of Shares ofthe· Fundto bid for or purchase, redeem or engage iIi other secondary market transactions in such Shares. Generally, Rule 101 ofRegulation 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 of a distribution until after the applicable restricted period, except as specifically permitted in Regulation M. The provisions ofRule 101 apply to underwriters and prospective underwriters, brokers, dealers, and other persons who have agreed to participate·or are participating in such distribution. . .

We understand that while broker-dealers that: (i)tender Portfolio Deposits to the Trust through the Distributor in return for Shares ofthe Fund in Creation Units; or (ii) redeem Shares ofthe Fund in Creation Units for receipt ofRedemption Securities and cash (orcash only) held by the 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 ofShares ofthe Fund in Creation Units, under certain circumstances such broker-dealers could be deemed to be "underwriters" or "distribution participants" as such tenns are defined in Rule 100(b). Paragraph (c)(4) ofRule 101 exempts from its application, inter alia, redeemable securities issued by an open-end management investment company (as such tenus are used in the 1940 Act). The Trust is registered as an open-end managementinvestment company under the 1940 Act. However, as discussed above, individual Shares are not redeemable· except in Creation Units. Due to the redeemability ofthe Shares in Creation Units, there should be little disparity between the Shares' market price and their net asset value per Share. Accordingly, the rationale for exempting redeemable securities of open-end management investment companies from the application of Ru1e 101 is equally applicable to the Shares. Although redemption is subject to the condition oftendering the appropriate number of Shares ofCreation Units, the Trust otherwise will continue to function as an open-end fund continuously offering its Shares. It is in recognition ofthe 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 confinn that as a result ofregistration ofthe Trust as an open-end management investment company and the redeemable nature ofthe Shares in Creation Units, transactions in the Shares would be exempted from Rule 101 on the basis ofthe exception contained in (c)(4) ofsuch Ru1e. 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 oftheir Market listing. Thus, the secondary market price of Shares should not vary substantially from the net asset value of such Shares. Because ofthe redeemability of Shares in Creation Units, coup1<:~d with the open-end nature of .the Trust, any significant disparity between the market price ofthe Shares and their net asset :value should be eliminated by arbitrage activity. Because the net asset value ofShares is largely based on the market value ofthe relevant Fund holdings, transactions
involving Shares (creations from and redemptions· With the Trust, as well as pQfchases and sales in the secondary market) will not affect net asset value. Similarly, such transactions should not have a significant effect oil the market price of Shares. Applicants request that the Commission clarify that the tender of the·Shares to the Fund . for redemption and the receipt ofRedemption 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 ofRu1e
101. Redemption entails no separate bid for any ofthe Redemption Securities. As described
above, folloWing notice ofredemption, the Fund will deliver the specified Redemption Securities· after the redemption request is received in proper fonn, except in those cases where redemption proceeds are paid entirely in cash. Absent unusual circumstances, the Fund 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 ofthe 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.

In view of the lack of any special financial incentive to create Creation Units ofShares, .. combined with a predictable ·lack of any meaningful potential fOf 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 the Fund is unnecessary and inappropriate, and could unnecessarily hinder broker￾dealers or other persons in their creation and redemption activities, in their day-to-day ordinary business ofbuying and selling Shares and thus undermine the potential beneficial market effects of Shares trading discussed throughout this Letter.
3. Rule 102 ofRegulation M
Applicants respectfully request that the Commission confirm that, as a result of registration ofthe Trust as an open-end management investment company and the redeemable nature of the Shares in Creation Units, for the reasons previously stated under our request for relief under Rule 101(c)(4), transactions in Shares would be exempted from Rule 102 on the basis ofthe exception contained in paragraph (d)(4) ofsuch Rule. Application ofRule 102 in this context would not further the anti-manipulative purposes ofthe Rule. Alternatively, the Trust requests that the Commission grant an exemption under paragraph (e) of Rule .102 to such effect. Application ofRule 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 of the offering process by prohibiting activities that could artificially influence the market for that particular security. 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 the Fund during a distribution ofsuch security. The Trust will redeem the Creation Units of Shares at the NAVofthe 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 ofthe Shares ofthe Fund at NAV in consideration principally for Portfolio Securitiesheld by the Fund does not involve the abuses that Rule 102 was intended to prevent. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

PART VI
A. Conclusion
Based on the foregoing, the Trust respectfully requests that the Commission and the Division ofTrading and Markets grant the reliefrequested herein. The forms ofreliefrequested are virtually identical to those actions which the Commission and the Division ofTrading and Markets have taken in similar circumstances. Thank you for your consideration ofthis request. Should you have any questions or require additional infonnation, please do not hesitate to call the undersigned at (917) 267:-3721. V~17?w￾Richard F. :L~: . General Counsel WisdomTree Asset Management, Inc.