SEC Division of Trading and Markets no-action letter: WisdomTree Trust Real Return Actively Managed ETF

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF
TRADiNG AND MARKETS May27,2010
Richard F. Morris

General Counsel '

WisdbmTteeAsset Maiuigement, Inc,

380 Madison Avenue, 21 st Floor '

New York, NY 10017

Re: WisdomTree Trust Real Return· Fund

, File No. TPIO~2:5

Dear Mr. Morris:
In your letter dated May 27~ 2010, as supplemented by conversations with the

staff of the DivisionofTradingand Markets{"Division:'), WisdomTree Trust(t~e

"Trust") on behalf ofitself, the Fund, any national securities exchange or national

securities association on or thtottghwhich the exchange traded shwes ofthe Fund

("Shares';) are listed and/or may subsequently trade; the Distributor, an<i persons or

entities engaging in transactions in Shares, requests~xeniptiverelief from Rule lOb-I?

under the Securities ExchangeActof1934, as amended ("ExchangeAct") arid ' '

., interpretive relleftegarding Rules. 101 and, 102 ofRegulation M in C9nnection with,

secondarymarkd transactidns in Shares and the creation or redemption of Creation

Units, as discussed in your letter. We,have enclosed aphotocopy of your letter. Each

defined term' in this letter has the sarnemeaning asdefinoo in your letter, unless we note

otherwise. '

The Trust was organized on December 15, 200S as a Delaware statutory trust The Trust is registered with the Comtriission under the Investtnent Company Actof 1940, as amended ("1940 Act"), as an open;.end management investment company. The T~t iSiluthorized tohavc lIlultipleseries or:. p()J,#oliC)~; inqludhig,the Fu,n4thatj$ tlicr~,lbj,eQt9f .·~a]2~~~~.&t!~.'.R~~·· otl,.er investment grade fixed income secunties: The Fund also rimy mvestin'd~rivative instruments, such as swaps, futures, or options litlked to interest rates or inflation rates, in· order to'achieve its objeCtive ofproviding inflatioti.,.prQtected returns. The Fund may also invest up to 25% ofits assets in the.Subsidiary, which provides the Fund with , ' cOminoditiesexposure by investing iil commodity-l~nked instruments includingswaps on ' commodity indexes and listed futures contracts. The Fund will not invest in any collateraiized debt obligations or mortgage backed securities. WlUlethe Fund will not seek to trackthe performance of an underlying index, the Fund will otherwise operate in the s::iine manner as Prior ETFs. In your letter, you also represent the following:

Richard F. Morris
WisdomTree Asset Mah~gement, Inc~
May 27, 2010

• Shares ofthe Fund will be issued by anopen-end management investment

companY that is registered with the CommissiQn~

• The Fund will continuously rede"em; at net asset value ("NAV"), Creation Unit

Aggregations of 50,000 Shares or suc~ other amount where the vallieofa

Creation Unitis atle3$t $J,OOO,OOO at the time ofisSuap.ce, and the secondary

market price of theShaieS should not vary substantially from the NAV ofslich

Shares;

• Shares ofthe Fund will be listed and traded on a ListirrgExchange;
• No security (excluding a Treasury Secwity) held by the Fund will represent more

than 30% of the assets ofthe Fund, and the five highest weighted component

securities held by the Fund'sportfoliQ (excluding a Treasury Security) will notin

the aggregate account for more than 65% ofthe assets ofthe Fund; "

• The Fund intends to diversify that port;ion ofits portfolio not investedin TIPS and

other GoverrnnenfSecurities by investing in multiple non-affiliated issuers;

• On each Business DaybeforecQmmenceritent oftra<ling in Shares on the Listing

Exchange, "the Fund will make available~m their website the identities and

quantities ofthe secwitiesand other assets held by theFu.nd which will form the

basis for their calculation ofNAV atthe erid ofthe Business Day;

• The Listing Exchange will disseminate: (i) continuously throughout the trading
  "day, through the facilities ofthe Consolidated Tape Association, the market value of a Share, and (ii) every 15 seconds throughout the trading day~ through the facilities ofthe Consolidated Tape Association, a calculation of the estimated NAV of a Share· . " .,
• . .• ~~ :.. '
  workable hedges; '. ." ""... "" " " "
  . "
• The Fund will solely invest in liquid securities;
• The Fund will invest in portfolio securities with liquidity levels that will faCilitate
  an effective and efficient arbitrage mechanism and the abi"tity to create workable hedges; ""
• Arbitrageurs are expected to take advantage of price variations between the
  Fund's market price and itsNAV; and"

I
Richard F.Moms

WisdornT(ee Asset Management, Inc..

May 27;2010

• A close alignment between the market price of Fund shares and the Fund's NAV
  is expected.· .
  Response: .
  Regulation M
  Redeemable securities issued by an open-end mamigement investment company are excepted from the provisions ofRule 101 and 102 ofRegulation M. The Commission granted the Trust an exemption from certain provisions of the 1940 Act in order to permit the TlUst to maintain its registration as an open-end management investment company and to issue shares that are redeemable only in Creation Unit size aggregations ofShares. . . 1?ule 101 ofRegulation M Generally, Rule 101ofRegulation M is ananti-mariipulation regulation that, subject to certaiJ;l exceptions, prohibits any"distribution pamcipant"and its "affiliated purchasers" from bidding for, purchasing, or attemptiilgto induce any person to. bid for or purchase any securitywhich is the subject of a disfribution until after the applicable . restrictedperiodexcept as specifically petrtlitted in the RegulatiQn; The provisions of . :Rule lOT o(RegulaticmM apply tounderwriters; prospeetivetmdeiWriters,b(okers, . dealers,dr other persons· who.have·agreedt6 participate or are partiCipating in a distribution ofsecurities. . . On the ba.sis ofyour representations arId the facts presented, and without. . necessarily concurring in your analysis; partic\llatly thattheTIilstisa registered open￾endnianagement inve~tmentcompany that will.continuousiyredeem at NAV Creation Unit size aggregations of the Shares oftlie Fund, arid the secondary market price ofthe Shares ofthe Fund should not vary ~ubstantiallyfrom the NAVofsuch Shares,which is based on the value ofthe portfolio secllrities (lud the other asse,ts held by the Fund, the· .
• ·:i~1f$!~!=~a~~f.t~',
  (Juring:theiC:part.icipation in such distributIon! .' ...•...•....:. ' '. .' . . . . 'we ~otetlJ.atRegulatiop. tv[ does not prohibit a distributionPatticipant~d its affiliated purchasers from bidding foiand purchasing portfolio securities in accordaric~withthe exceptipns contained. in paragraphs (b)(6) and (c)(I) ofRule 101. Rule 10 I(b)(6)(i) excepts baSket transactions io, which bids or purchases are mac;le in the ordinary course of business inconnection with a basket of20 or more securities in which a . covered security does not comprise more that 5% of the value Of the basket Pllrchased. Rule to1(b)(6)(ii) excepts adjustments to su¢h a basket made in the ordinary course ofbusiness'as a result of a change in the . composition ofa standardized index. Also, Rule 101(c)(1) excepts transactions in actively-traded . securities, tha~ is, securities that have an average daily tradingv.olume vaJue of at least $1 million and are issued byan issu~r whose common equity securities have a public float value of at least $150 million; provided however, thatsuch securities are not issued by the distribution participant or an affiliate ofthe distribution participant.

Richard F. Morris
WisdomTree Asset Management, Inc.
May 27, 2010
PageAof5
'The Division also confirms the interpretation ofRule 1()1 ofRegulation M that a

redemption ofCreation Unit size aggregations of Shares ofthe Fund; and the receipt of

, - Portfolio SecUrities in exchange, by a participant in a distribution ofShares ofthe Fund would not constitute an "attempt to induce any person to hidfol" or purchase a covered security, during the applicable restricted period" within the meaning of Regulation M, and therefore would not violate Regulation M. Rule 102o/Regulation M Rule 102 ofRegulationM prohibits issuers, selling security holders, or (lIly

affiliated purchaser ofsuch person from bidding for, 'purchasing, or attemptingto induce

any person to bid for or purchase a covered security during the applicable restricted '

period in connection with a distribution ofsecurities effected by or on behalfof an issuer

Of selling security holder. Rule 100 of Regulation M defines ~'distribution" to mean imy

offering ofsecurities that is distinguished from ordinary trading transactions by the "

magnitude oftn.e offering and the presence ofspecial selling efforts and selling methods.

, On the basis ofyour representationsan<i the facts presented, patticularlythat the Trust is a registered open-end management inv~tmentcompanythatwiUtedeematNAV ' Creation Units ofShares ofthe Fund, the Division hereby confinnsthat the Trustis , excepted under paragraph(d)(4) ofRule 102 ofRegulation M with respectto'theFUIld,

thUs pennitting the Fund to redeem Shares of the Fund during the continuous offering of

such Shares.

Rule IOb-17
Rule 1Ob-17, with certain exceptions, requires aIi issuer 9f a class of publicly

traded securities to give notice ofcertain specified actions (for example, a dividend

distributiOll; i,;.t()~k split,or rights Offering) relating to such class of securities:i~.

acC9r~~~,!itll~*I¢~t()o~11(b).<' .,.". ..' '., " ':'<';:'.'
.. :: .::?' ":. : "." ""':'
'Onthe basis of your repteS~rit<iti~nsandthefactspreSenfed, ~~~ithd~~:' . neceSsarily concurring in your analysis, particularly that the Conimisslonhasdetennin~', to grant an exemption from the 1940 Act to register the Trust as'an open-¢nd . maIlagement investment company notwlthstandin~ the fact that it issues Shares with . limited redeemability, the Commission hereby grants an exemption fromthe , requirements ofRule 1Ob-17 to the Trust with respect to transactions inthe Shares.2 We also note that compliance with Rule lOb-17 would be impractical in light ofthe nature of the Fund. TIns 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 particularrecord date. '

Richard F. Morris
WisdomTree Asset Management, Inc.
May 27,2010
The.foregoing exemption from Rule 1Db-I? under the Exchange Act and the interpretive advice regarding Rules 101 and 102 ofRegulation M are b~eds?lely on your reptesentation~andthefactspresented to the Division, and are strictly limited to the application ofthose rules to transactions Involving the Shares Qfthe Fund llnder the circumstances described above and in your letter. 'Such transactions should be discontinil~,pendillg presentation ofthe facts for our consideratiQn, in the'event that any material change occurS with respect to any ofthose facts or representations. Moreover, the foregoing exemption from Rule·lOb..l 7 under the Exchange Act and t4e interpretive . .advice regarding Rules 101 and 102 ofRegulation M are subject to the condition that. such transactions in Shares ofthe Fund, or any related securities, are not made for the purpose ofcreating actual, or apparent, active trading in or raising or otherwise' affecting the price ofsuch securities. The exemption and interpretations are subject to modification or revocation if at 'any time the COrnrriission or Division determines that such action is necessary or

• .appropnaie in furtherance ofthe purposes ofthe Exchange Act. In.additiQIl,persons
  relying on. the. exemption and interpretations are directed to the artti-fraud and all,ti- . '. .mail.ipulationptovisions ofthe EXchange Act, particularly Sections 9(a}, 1O(b); and Rule lOb-'S thereunder. Responsibility for compliance with these and other provisioJ;1softhe federal-or state sec~rities laws must rest with persons r~lyingori the ex:emptionand intefprebiti()ns. . . . The Division expresses no view with respeCt to.other questions that the proposed transactions may raise, including, but not limitedto, the adequacy ofdisclosure concerning, and the applicability ofother federal and state laws to,·the proposed ttansactions. For the Commission, by the Division of Trading and: Markets, purs~anttodeleg~te9 authority, . " ~. ..;' . ". . , :.. " .:"' ,'. ,; .'
• • < " ;:(ff:r Josephine J. Tao . .
  Assistant Director
  Attachment

WlSDOMTREEsN
2010JUN28 ~.MI!: 19
May 27,2010 "c .... CI ~·t . T~1 r~l
Josephine Tao '
ASSIstant Director
Division of Trading and Markets
,Securities and Exchange Coinmission'
100 F Street, N.E,
Washington, DC 20549
Re: Request of WisdomTree Trust, et ilL, for Exemptive Relief from Rule 10b-17 and Interpretive Relief Regarding Rules 101 and 102 of Regulation M under the Securities Exchange Act of 1934 for theWisdomTree Real Return Fund an Actively-Managed ETF Dear Ms. Tao:
SUMMARY OF REQUEST FOR RELIEF
We are writing on behalf of WisdomTree Trust ("Trust") and the WisdomTree Real Return Fund (the "Fund"), a series of the Trust described herein. The Trust, on behalf of itself, any national securities exchange or national securities association on or through which shares of the Fund ("Shares,,)1 are listed (each, a "Listing Exchange") and/or may subsequently trade (with ~ach such market referred to herein as a "Market,,)2, 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 staff of the Division of Trading and Markets ("Staff') of the Securities arid Exchange Commission ("Commission"), or from the Commission, exemptive relief from Rule IOb-17 under the Securities Exchange Act of 1934 (the "Exchange Act"), and interpretive relief from Rules 101 and 102 of Regulation M under the Exchange Act. The Fund is intended to, operate as an exchange traded fund organized as. an open-end investment company (an "ETF"). I The Trust intends to list the Shares of the F~nd described herein. The Commission has' approved a proposed rule change by NYSE Arca, Inc. to,permit it to list the Shares pursuant to Section 19(b) of the Exchange Act. See Securities Exchange Act Release No. 34-61697 (March 12,2010). In addition, the Commission granted the requested relief to the Trust frQm the application of certain sections of the Investment Company Act of 1940 ("1940 Act") and the rules promulgated thereunder (see ReI. No. IC-28471 (October 27, 2008». 2 in the future, the Trust may determine to list Shares on a Market other than the Listing Exchange: Ifthe Tnist 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 conducted pursuant to self-regulatory organization rules that have become effective pursuant to Exchange Act Section 19(b).

The Fund is actively managed. The investment adviser to the Fund will select securities

consistent with the Fund's investment objective and policies without reference to the

composition of an index.

The Staff has 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,,).3 The Staff also has issued relief substantially identical to th~t requested herein to non-index based or "actively managed" ETFs; including ~ctively managed .. ETFs issued by the Trust, that are listed and traded on a national securities exchange and that. meet certain other conditions (the "Prior Actively Managed ETFs").4 Prior Index ETFs and Prior Actively Managed ETFs may be referred to collectively as the "Prior ETFs." 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. In addition, information about the prices of the securities and other instruments held by the Fund is readily available from a variety of sources. The Authorized Participants (as defined below) and other institutional investors expected to invest in the Fund have access to this information and will be able to inake their own assessment of the value of the Fund's portfolio. Moreover, information respecting. fluctuations in currency exchange rates, one of the principal factors expected to effect daily fluctuations in the NAV of the Fund, is readily available· to the marketplace throughout each Business Day (as defined below). .The letters to the Prior Actively Managed ETFs provided relief specific to the funds .described therein and, therefore, the Trust and the Flind are not entitled to rely on those letters· for relief. Because the Fund is not an index-basedETF, it also is not entitled to rely on the relief previously provided to index-based ETFs. Further, while the Fund satisfies a number of the conditions of the Fixed Income Class Relief Letter, it is not dear that the composition of the 3 See Letter from Josephine Tao to Paul, Hastings, Janofsky and Walker LLP regarding Class Relief for Combination Exchange Traded Funds, dated June 27, 2007; 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 PowerShares Exchange Traded Fund Trust regarding Class Relief for Exchange Traded Index Funds, dated October 24, 2006; Letter from Catherine McGuire to the Securities Industry Association Derivative Products Committee, dated November 21, 2005 (the "SIA" Letter); Letter from James A. Brigagliano to Ira Himmerman, Senior Vice-President and General Counsel, Securities Industry Association regarding no action relief from rule 200(g) of Regulation SHO,.dated January 3, .. 2005; Lette~ from James A. Brigagliano to ClaireP.McGrath,Vice President and Special Counsel, American Stock Exchange LLC, dated August 17,2001. 4 See Letter from Josephine Tao to Grail Ad~isors ETF T~t Actively Managed fixed
Income Exchange Traded Funds, dated January 27, 2010; Letter from Josephine Taoto PIMCO ETF Trust Actively Managed Fixed Income Exchange Traded Fund, dated November 10,2009; Letter from Josephine Tao to Grail Advisors ETF Trust, dated April 30, 2009, as revised May 6,2009; Letter from Josephine Tao toWisdomTree Asset Management, I~c. regarding the WisdomTree Dreyfus Emerging Currency Fund, dated January 7, 2009; Letter from Josephine Tao to WisdomTree Asset Management, Inc. regarding WisdomTree Trust actively managed ETFs, dated May 9, 2008; Letter from James A. Brigagliano to Clifford Chance US LLP regarding PowerShares.Actively Managed Exchange Traded Fund Trust, dated April 4, 2008; and Letter from Josephine J. Taoto Foley & Lardner LLP regarding Bear Stearns Active ETF Trust, dated March 24, 2008~ . 5 In the Fixed Income Class Relief Letter, relief from Rules 101 and 102 of Regulation M under the

Fund's investments, as discussed in greater detail below, enable the Trust and the Fund to rely on the Fixed Income Class Relief Letter. The Trust and the Fund note, however, that their proposal

• the creation and issuance by an actively-managed investment company of shares that
  individually trade on a natiOIial securities exchange, but that can only be purchased from and redeemed with the issuing investment company in large aggregations - is no longer novel. For these reasons, we do not believe that the Fund raises any significant new regulatory Issues. In connection with this request, the Trust represents as follows:
• Shares of the Fund will be issued by an open-end management investment company
  that is registered with the Commission under the Investment Company Act of 1940 ; .
• The Fund will issue and redeem, at net asset value (sometimes hereinafter referred to .
  as "NAV"), Creation Units of at least 50,000 Shares or such other amount where the value of a Creation Unit is at least $1,000,000 at the time of issuance, and the secondary market price of the Shares should not vary substantially from the NAV of such Shares; .
• . Shares ofthe Fund will be listed and traded on a Listfng Exchange;
• No security (excluding a Treasury Security) held by the Fund will represent more
  than 30% of the assets of the Fund, and the five highest weighted positions held by the Fund (excludinga Treasury Security) will not, in the aggregate, account for more than 65% ofthe assets ofthe Fund;
• Each Fund intends to diversify that portion of its portfolio not invested in U.S.
  TreasUry Inflation Protected Securities ("TIPS") and other Government Securities by investing in multiple non-affiliated issuers;
• On each Business Day before commencement of trading in Shares on the Listing
  Exchange, the Fund will make available on its website the identities and quantities of the· securities and other assets held by the Fund which will form the basis for its calculation ofNAV at the end of the Business Day; and
• The Listing Exchange or other market information provider will disseminate every 15
  seconds throughout the trading day the intra-day proxy value of the Fund per Share. This Letter is divided into six parts. Part I is a descdptionofthe Trustand the Fund,Part II isa description of the Trust's disclosure documents with respect to .its Shares; Part III is a conip~ison ofthe Trust against Prior ETFs, Part IV contains a discussion of the dissemination of information regarding Shares, Part. V contains the requests for relief and Part VI is the conclusion. 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; and the five highest component securities in the fixed income ETF may not account for more than 65% of the aggregate of the fixed income ETF; ·and (ii) 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.

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, one of which is 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 over fifty (50) separate investment portfolios. The Trust intends to list the Shares on NYSE Arca ("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 Form N-IA under the 1940 Act and the Securities Act of 1933 ("1933 Act"). A Registration Statement describing the Fund was filed with the SEC on October 28, 2009 and was immediately effective upon filing. The Fund, which is non-diversified, seeks to provide investors with total returns that exceed the rate of inflation over long-term investment horizons. To achieve its investment objective, the Fund intends to invest primarily in a portfolio of inflation-linked securities, such as U.S. Treasury Inflation Protected Securities ("TIPS") and other investment grade fixed income securities.6 The Fund also may invest in derivative instruments, such as swaps, futures, or options linked to interest rates or inflation rates, in order to achieve its objective of providing .inflation-protected returns.7 The Fund intends to invest in investment grade securities. The Fund may invest in securities with effective or final maturities ofany length, but will seek to keep the average effective duration of its portfolio between two and ten years. The Fund also intends to have targeted exposure to commodities across a number of sectors, such as energy, precious

• metals and agriculture, but does not intend invest in commodities directly. The Fund expects to
  obtain its commodities exposure primarily through investment in a wholly-owned subsidiary organized as a corporation inthe Cayman Islands (the "Subsidiary"). The Fund may invest up to 25% of its assets in the Subsidiary. The Fund owns 100% of the outstanding shares of the Subsidiary, the Subsidiary is not offered to other investors and the Fund may be considered to control the Subsidiary. The Subsidiary intends to invest all of its assets in commodity-linked 6 According to the U.S. Treasury, the U.S. TIPS market is the world's largest inflation indexed securities market; there are over $550 billion of TIPS outstanding and the average daily turnover of TIPS is over $5 billion. United States Department of the Treasury, Overview of Treasury Inflation-Linked Securities, http://www.ustreas.gov/offices/domestic-financeikey-initiatives/tips.shtnil.· mira-day prices for TIPS are available from Blooinberg, other data providers and major broker-dealers. The Fund will not invest in mortgage~backed securities ("MBS") or collateralized debt obligations ("CDOs"). . 7 As with the tnarket·for TIPS, the market fo~ derivative instr~ments (such as swaps, futures or options) linked to interest rates or inflation rates, is also relatively large and liquid. The reference points for such contracts typically are widely used indexes of interest or inflation rates, most commonly the London Interbank Offering Rate ("UBOR") or the Consumer Price Index ("CPI"). Because values for rates and indexes such as UBOR or the CPI are widelydisseminated, the value ofderivatives based in such rates or indexes is calculable and transparent. Intra￾day prices and values for such indexes, rates and instrwnents are available from Bloomberg, other data providers and major broker-dealers. Spreads in the interest;. and inflation linked derivatives markets tend to.be relatively tight . because of the wide use of such rates and indexes and the ability to easily access and hedge such exposure.

instruments and fixed income securities that serve as collateral for its cominodity exposure. The Subsidiary intends to achieve commodities exposure primarily through transactions in swaps on commodity indexes.8 Although it currently does not inteneJ to do so, the Subsidiary may also invest in swaps on specific commodities and structured notes that provide commodity returns. The Subsidiary's financial statements will be consolidated into the' financial statements of the Fund. For all practical purposes, the portfolio investments of the Subsidiary are the Portfolio holdings of the Fund' for SEC reporting purposes. The Subsidiary's and Fund's portfolio investments will be made available prior to the start of trading each day and will be publiCly disclosed (at no charge) on a daily basis on the Fund's website. As such, the holdings of the Fund and the Subsidiary will be as transparent to investors as the holdings of the Prior ETFs; The Fund's investment in the Subsidiary is not expected to have any impact'on (i) the process used to issue or redeem Creation Units of Fund shares, (ii) the cost to issue or redeem Creation Units of Fund shares, (iii) secondary market trading of Fund shares or (iv) the effectiveness of the Fund's arbitrage mechanism and the ability of Authorized Participants and other investors to hedge their exposure to the Fund or take advantage of arbitrage opportunities with respect to Fund shares.9 . 8 The Subsidiary intends to engage in swap transactions on widely-.used commodity indexes, such as the S&P GSCI Total Return Index, Dow Jones-uBS Commodity Total Return Index, and BNP Paribas Millennium Long/Short Commodities Index. Each such index is widely-followed and serves as the basis for a range of mvestment products. Each index is designed to track the performance ofa composite of listed commodity futures contracts. Each index incorporates minimum liquidity screens and is designed to allow easy and cost-efficient investment. Intra- and end-of-day prices are readily available for the indexes and the underlying futures contracts through Bloomberg, other major market data providers and broker-dealers. The Fund and the Subsidiary do not anticipate that: (i) that current or potential future regulations with respect to position liInits on listed commodity contracts will have a material impact on the operation of the Fund or the Subsidiary, or (ii) that potential future regulations with respect to position limits on over-the-counter commodity contracts ()r position limits on commodity contracts listed on non-U.S. exchanges will have a material impact on the operation of the Fund or the Subsidiary. The Fund and the Subsidiary each are actively managed. As such, each has the portfolio flexibility to invest ina variety of listed contracts andOTC contracts in accordance with its investment objective~ In the unlikely event the Fund or Subsidiary should be in danger ofexceeding a position limit with respect to a particular contract, theFund
or Subsidiary would simplyinvest in.another similar contract or closely correlated investment. For example, ,if the Fund or Subsidiary could not obtain additional exposure to a commodity index each would likely seek exposure to a different commodity index with similar return characteristiCs or exposure to the individualcomponents ofone or more similar commodity indexes. 9 Several Prior ETFs invest through off-shore subsidi~ries. For example, the WisdomTree India Earnings .. Fund and the PowerShares India Portfolio, both of which commenced trading in 2008, each invests through an offshore subsidiary organized iit Mauritius. Each of these products has gathered significant assets (approximately $838 million and $409 million, respectively, as of March 30, 2010) and traded successfully (2010 average daily trading volume of approximately 1,100,000 shares and 360,000 shares, respectively). WisdomTree is not aware of any significant issues caused by use of the offshore'structure.

B. .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, 21 st Floor, New York NY 10017. The Adviser is not affiliated (within the meaning of Section 2(a)(3) of the 1940 Act) with 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) of the 1940 Act) with the Adviser, the Distributor, Arca or any other Market.
2. Distributor and Authorized Participants
   ALPS Distributors, In<;., a. broker-dealer registered under the Exchange Act and a .. member of the Financial Industry Regulatory Authority, Inc. ("FINRA"), will act as the distributor and principal underwriter of the 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, Arca 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 PartH D. below. The Authorized Participants are not affiliated (within the meaning of Section 2(a)(3) of the 1940 Act) with the Adviser, Sub-Adviser, Arca or any other Market.
3. Administrator/CustodianITransfer Agent/Securities Lending AgentlFuhd

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)of the 1940 Act with the Trust, the Adviser or the Distributor, such affiliation will also be disclosed and the perform(1Jlce 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 LD. through LF.below, the Fund typically will issue and redeem its Shares only in aggregations of 50,000 Shares or multiples thereof ("Creation Units"), . with a minimum market value of approximately $1,000,000. 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. 1O 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 Fund's 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 of trading 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. 11 . Shares will be registered· in book-entry form only; the Fund 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 DTC (a "DTC Participant"). Beneficial owners of Shares ("Beneficial Owners") will receive, at the Fund's expense, all of the 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 UTC, 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 Benefieial 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 nomine~ 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 (I) 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 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 of the Fund in Creation Units through the Distributor on a continuous baSis at the NAV per share next determined after receipt of an order in proper form. The NAV of each Fund is expected to be
determined as of the close of the regular trading .session on the New York Stock Exchange (''NYSE'') {ordinarily 4:00 p.m. 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. Each shareholder will have one vote per Share. II The Trust expects that the trading of Shares on any othe~ Market would be conducted in a similar manner.

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 of redemption or 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 permitted in connection with certain international funds and may by order permit for the protection of holders of Shares. The Fund will always have a fixed number of Shares in a Creation Unit as specified in the Prospectus for the Fund. 12 . . As discussed above, individual Shares will be listed on the Listing Exchange (or another Market) and traded in the secondary mark~t in the same manner 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 the Fund. Transactions involving the sale of Shares in the secondary market -- which will 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. Like the Prior ETFs, the price. at which Shares trade will be disciplined by arbitrage opportunities created bythe 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 of Shares ofthe Food 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 clearing process.through the Continuous Net Settlement System of the National Securities Clearing Corporation ("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 of the Primary Listing Market. Authorized Participants are generally broker-dealers and are not compensated by the Trust or· any Fund in connection with the issuance or redemption of Shares. E. Procedures Applicable To Purchases of the 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 .("Deposit Securities"; together

. with the required cash amount, the "Portfolio Deposit"). The Portfolio Deposit may consist

entirely of cash. Each Business Day, prior to the opening of trading on the Listing Exchange, the

Adviser or Sub-Adviser will make the required Portfolio Deposit available through the NSCC. A

portion of the cash and/or securities received as part of the Portfolio Deposit will be transferred

12 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 suchday would be $1,250,000.

by the Fund to the Subsidiary in exchange for shares ofthe Subsidiary at NAV. The Subsidiary, in turn, will invest the cash and any securities received in accordance with the investment objective ofthe Subsidiary and the Fund.
2. Placement ofPutchase Orders.
As mentioned above, all purchase orders for Shares in Creation Units of the Fund inust be placed by or through an Authorized Participant. A purchase order must be received by the Distributor prior to the Fund's purchase cut-off time, in order to receive that day's NAV per Share.. All other ptocedures set forth in the Participant Agreement niust be followed in order for an Authorized Participant to receive the NAV determined ou. that day. The Custodian shall cause any sub-custodian(s) of the 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 of Creation 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,,).13 However, when a relevant local market is closed due to local market holidays, the local market settlement process will not commence until the end of the local holiday period.
3. Transaction Fee on Purchases of Creation Units.
The Trust may impose transaction fe~s ("Transaction Fees") in cOmiection with the purchase of Creation Units. The exact amount of any such Transaction Fees for the Fund will be . determined· by the Trust. The purpose of this fee is to protect the continuing shareholders of the Trust against the possible dilutive transactional expenses including operational processing and brokerage costs associated with establishing and liquidating portfolio positions in connection ,with the purchase of Creation Units. The maximum Transaction Fee will be fully disclosed in the current Prospectus. From time to time and for such periods as the Trust in its sole discretion may determine, the . Transaction Fees for purchase or redemption of Creation Units of the Fund may be increased, decreased or otherwise modified. Such changes and variations will be effected by an amendment or supplement to the then current Registration Statement for the Fund. Such Transaction Fees will be limited to amounts that will have been determined by the Adviser to be appropriate and will take into account transaction and operational processing costs associated with the recent purchases and sales of the securities held by.the Trust. In all cases such Transaction Fees will be limited in accordance with requirements of the Commission applicable to management· investmentcompanies offering redeemable securities. . F. Procedures Applicable To Redemptions Ofthe Fund

1. Redemption Proceeds.
   13 To the extent that the standard for the delivery and settlement of Deposit Securities is shortened from T+3 to T+2, T+ I or even T, the time for the delivery and settlement of purchases or redemptions of Creation Units ofShares ofthe Fund by an Authorized Participant may be similarly shortened.

The payment upon redemption for the Fund will generally consist cash and/or securities ("Redemption Securities"; together with the cash amount the "Redemption Payment"). in an amount equal to the NAV of· a Creation Unit. The Redemption Payment also may consist entirely of cash. The Adviser or Sub-Adviser will make the composition of the Redemption Payment available through NSCC, DTC or the Distributor. To satisfy redemption requests, the Fund generally will redeem shares of the Subsidiary at NAV and will receive cash andlor securities that will be included in the Redemption Payment made to Fund investors that redeem Shares.
2. Placement of Redemption Orders.
. Orders to redeem Shares in· Creation Units of the Fund must .be delivered by an Authorized Participant; investors other than Authorized Participants are responsible for making arrangements for a redemption request to be made through an Authorized Participant. An order to redeem Shares in CreationUnit(s) of the Fund is deemed received by the Trust on the Transmittal Date if: (i) such order is recdved by the Transfer Agent not later than the Fund's redemption cut-off time on the Transmittal Date; (ii) such order is accompanied or followed by the requisite number of Shares of the 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 of Creation Units.
   The Trust may impose Transaction Fees in connection with the redemption of Creation Units of the Fund. The exact amount of any Transaction Fee will be determined by the Trust for the Fund. The purpose of this fee is to protecfthe continuing shareholders of the 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 ofCreation Units.
  PART II
  A. . Disclosure Documents
  The primary disclosure documents with respect to the Shares will be the Prospectus for the Fund, As with all investment company securities, the purchase of Shares in Creation Units from any 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: (1) the term "mutual furid" will notbe used except to compare and contrast theTrust orthe Fund with conventional mutual funds; (2)
• the tenn"open-end management investment company" will be used iIi the Prospecttisonly to the
  extent required by FormN-lAor 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 prospectussuIhmary will include a distinct paragraph or paragraphs setting forth the fact thatShares 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, 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 for 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 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 ina manner which could render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the 1933 Act. The Prospectus also will state' that a determination of whether one is an underwriter must take into account all the facts and circumstances pertaining to the activities of the 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 also will 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) of the 1933 Act, would be' unable to take advantage of the prospectus-delivery exemption provided by Section4(3) of the 1933 ACt. 14 .' . The Distributor will coordinate ·the production and distribution of .the .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 (and Subsidiary) will be disclosed on the public website of the Listing Exchange and/or the Trust. is The Trust's agent will calculate the Intra-day Indicative Value or "IIV" (discussed in Part IV.C. below) for the Fund. The IIV will be provided by the Trust's agent to the Listing Exchange and disseminated by the Listing Exchange through the facilities of the Consolidated Tape Association. 14 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 unsoiicited brokers' transactions in Shares (pursuant to Section 4(4) of the 193:1 Act). Also, firms 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 Prospectus also will note that the prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on the Market. . . . I~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. IC~26418.

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.
PART IV
A. Availability of Information Regarding the Fund and Shares 1..General.
The daily NAV for the Fund (including the daily value of the SUbsidiary's portfolio investments) will be calculated by the Fund's accounting agent and disseminated each Business .Day by the Fund. The NAVofthe Fund generally will be calculated each Business Day as of the close of the NYSE and posted on the Fund's website shortly thereafter. It is the policy of the Trust to make the NAV of each ETF available to aU 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 of trading on Area, the cash amount and Deposit Securities (if any) that make up the Portfolio Deposit and the cash amount and Redemption Securities (if any) that make .up the Redemption Payment. B. Dissemination ofInformation About the Fund's Portfolio Securities The prices of the securities and other investments of the Fund and Subsidiary ("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, Bloqmberg or Reuters, and other pricing services. . In addition, prior to the opening of theNYSE each Business Day, the Fund will disclose on the Fund's website ("Website") the identities and quantities of the securities and other assets held by the Fund (i.e., the Portfolio Securities) that will form the basis for the calculation of NAV at the end of such Business Day. As noted herein, this will include the Portfolio Securities of the Subsidiary._ The Website will be publicly accessible at no charge. This information will form the basis for such Fund's NAV calculation as of 4:00pm ETon that Business Day.
C. Dissemination of Information About Funds and Their Shares
12 .

In order to provide current Share pricing information for the 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 of the Consolidated Tape Association, the market value of a Share, and (ii) every 15 seconds· throughout the trading day a: calculation of the intra-day estimated NAV of a Share (the "Intra￾day Indicative Value" or "IlV,,).16 Comparing these two figures allows an investor to determine whether, and to what extent, Shares are selling at a premium or a discount to NAV. The IIV is calculated and provided to the Listing Exchange on a daily basis by a third party calculation agent not affiliated with the Fund. As with other Market listed stocKs, Shares' closing prices, and certain other daily trading information, 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 of many 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 of raw data available, and that such data is packaged, analyzed and widely disseminated to the investing public. Also, the Listing Exchange intends to disseminate a variety of data with respect to Shares on adaily basis by means of CTA and CQ High Speed Lines including: information as of the previous day's close with respect to NAV and the number of Shares outstanding. The Trust has been advised that similar information 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, for 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 of the premium or discount of the 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, 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.
PART V
A. .Requests For Relief - Introduction
. The Trust, on behalf of itself, 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 relief from Exchange Act Rule 1Ob-I 7 and and provide interpretive relief from Rules 101 and 102 of RegulationM of the Exchange Act. As noted 16 The estimated NAV of the Fund's Shares is calculated by dividing the value ofthe Deposit Securities by . the number of Shares in a Creation Unit. The value of each Deposit Security will be its most recent price on its . primary trading market. Throughout the U.S. trading day at 15-secondintervals, the vendor will recalculate the estimated NAV of the Fund's Shares to reflect changes in market values.

above, this requested relief is substantially similar to relief granted to the Prior ETFs currently trading on a Market and to the other series ofthe Trust. The Trust represents that the Fund's arbitrage mechanism will be facilitated by the transparency ofthe Fund's portfolio and the availability ofthe IIV, the liquidity of portfolio securities, and the ability to access such securities, as well as arbitrageurs ability to create workable hedges. Further, the Fund will invest solely in liquid securities. As discussed above, there will be disclosure on each business day ofthe Fund's portfolio securities and the IIV will be disseminated every 15 seconds throughout the trading session each business day. The Fund will invest in portfolio securities with liquidity levels that will facilitate an'effective and efficient arbitrage mechanism and the ability to create workable hedges. For these reasons, we expect . arbitrageurs to be able to take advantage of price variations between the Fund's market price and NAV. Thus, the Trust expects a close alignment between the market price of Fund shares and the NAV of the Fund.

1. Rule lOb-I?
   Rule lOb-I?· 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 1Ob-l?(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 of tendering 100,000 Shares, the Trust is intended to function like any other open-end fund continuously offering its shares. It is in recognition ofthe foregoing that the Division of Investment 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,compliaricewith Rule lOb-I? would beimpractical in light of the nature of the Fund:
   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) of Rule lOb-I?, which covers open-end investment companies with fully redeemable shares, should be applicable to the Trust.
2. Rule 101 of Regulation M.
   The Trust respectfully requests that the Commission grant interpretive relief from RUle 101, as discussed below, to permit persons participating in a distribution ofShares ofthe Fund to bid foror purchase,redeemor engage in other secondary market transactions iIi such Shares. Generally, Rule 101 of Regulation Mis 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.· . The Trust understands that while broker-dealers that: (i) tender Portfolio Deposits to the Trust through the Distributor in return for Shares of the Fund in Creation Units; or (ii) redeem Shares ofthe Fund in Creation Units for receipt of Redemption Securities and cash (or cash 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 of Shares oftheFund 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 100(b). . Paragraph (c)(4)of Rule 101 exempts from its application, inter alia, redeemable securities issued by an open-end management investment company (as such"terms are used in the
• 1940 Act). 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 andtheir 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 the 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 wiit 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 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, transactions in the· Shares would be exempted from Rule 101 on the basis of the exception contained in (c)(4) of such}~..ule. 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 of the Shares and th~ir net asset value should be eliminated by arbitrage activity. Because the net asset value ofShares 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 requests that the Commission clarify that the tender of the Shares to the Fund for redemption and the receipt of Redemption Securities upon redemption does not constitute a . bid for or purchase of ally 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 of Rule

101. Redemption entails no separate bid for any of the Redemption Securities. As described
     above, following notice of redemption, 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 entirely in cash. Absent 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 or having a portfolio wholly comprised of fixed income securities, the Fund, except as specifically described herein, meets the terms of the Fixed Income Class Relief Letter.17 That letter granted class relief to fixed income ETFsfrom 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 ofShares 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 of buying and selling Shares and thus undermine the potential beneficial market effects of Shares trading discussed throughout this Letter. Rule 102 ofRegulation 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 under the request for relief under Rule 101(c)(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) of Rule 102 to such effect. 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 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 of such security. The Trust will redeem the Creation Units of Shares at the NAVof 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 the 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.

• 17 Se,e Fixed Income Class Relief Letter, supra rio 3.

PART VI
A. Conclusion
Based on the foregoing, the Trust respectfully requests that the Commission and the Division ofTrading and Markets grant the relief requested herein. The forms ofrelIef requested 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 of this request. Should you have any questions or require additional information, please do not hesitate to call theundersigned at (917) 267-3721. Very truly yours, Richard F. Morris General Counsel WisdomTree Asset Management, Inc.