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United States securities and exchange commission logo

                              April 26, 2024

       Graham Tuckwell
       Founder and Executive Chairman
       ETFS Capital Limited
       15 Rathbone Place
       London W1T 1HU
       United Kingdom

                                                        Re: ETFS Capital
Limited
                                                            WisdomTree, Inc.
                                                            PREC14A filed April
17, 2024 by ETFS Capital Limited and Graham Tuckwell
                                                            File No. 001-10932

       Dear Graham Tuckwell:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Preliminary Proxy Statement filed April 17, 2024

       Cover Page

   1.                                                   For clarity and to
avoid confusion, consider presenting the matters up for election at the
                                                        2024 Annual Meeting in
the same order as they appear on the Company card. While the
                                                        director election is
labeled as "Proposal 1" on page 11, on the cover page, you include
                                                        only four proposals to
be voted on and do not include the director election.
       Important, page 4

   2.                                                   We note your reference
to "ETFS    recommendations on the other proposals" here and on
                                                        the proxy card, however
the proxy statement discloses that ETFS does not make any
                                                        recommendation with
respect to proposals other than the election of directors. Please
                                                        revise to clarify or
advise.
 Graham Tuckwell
FirstName   LastNameGraham Tuckwell
ETFS Capital   Limited
Comapany
April       NameETFS Capital Limited
       26, 2024
April 226, 2024 Page 2
Page
FirstName LastName
Background to the Solicitation, page 6

3.       We note that on March 25, 2024, ETFS Capital amended its Schedule 13D
and attached
         its March 21, 2024 press release and letter to stockholders. However,
neither the press
         release nor the letter were filed as soliciting materials. Please
advise of the exemption
         from the proxy rules ETFS relied upon to publicize these materials
without filing them
         under Rule 14a-12. In this regard, we note that the press release
specifically advises other
         WisdomTree shareholders to vote with ETFS.
Reasons for the Solicitation, page 8

4.       For all figures and assertions of value in this and any future
materials, ensure that you
         provide specific cites supporting such disclosure. See the footnote
cites to "Bloomberg"
         throughout this section as an example where more specific supporting
data must be
         provided to allow stockholders to identify supporting source
materials.
5.       Please expand this section to explain why soliciting votes against
only three director
         candidates of nine candidates up for election at the 2024 Annual
Meeting will send a
         "clear and unequivocal message to the Board that they must appoint an
independent
         financial advisor to examine strategic alternatives." Similar
disclosure appears on page
         10, where you state that "this 'VOTE AGAINST' campaign is the only way
of getting the
         Board to conduct an independent strategic review to unlock value for
all stockholders."
         Your expanded disclosure should explain your choice of the particular
three individuals
         you have chosen to solicit against and why you believe their removal
from the Board will
         cause the Company to examine strategic alternatives and why it is the
only means of
         getting the Board to do so. In this regard, note here and under
Proposal 1 on page 11 that
         even if these three nominees are not reelected to the Board, a
majority of the Company
         nominees will remain. In addition, discuss whether, even if the three
tender their
         resignations, they can be reappointed to the Board after the Annual
Meeting.
Quorum, page 17

6.       We note the disclosure here that brokers may have discretionary
authority to vote shares
         on the proposal to ratify the appointment of Ernst & Young. However,
the Company's
         proxy statement indicates that where brokers receive your proxy
materials and because
         this is considered a contested solicitation for these purposes, no
routine matters exist on
         the card for brokers receiving your materials. Please revise or
advise.
Solicitation of Proxies, page 19

7.       Your disclosure states that the solicitation of proxies will be made
by, among
         other people, certain employees of ETFS. Please describe the class or
classes of
         employees to be so employed, and the manner and nature of their
employment for such
         purpose. Refer to Item 4(b)(2) of Schedule 14A.
8.       Please confirm the second sentence of this section accurately reflects
the intended
 Graham Tuckwell
FirstName   LastNameGraham Tuckwell
ETFS Capital   Limited
Comapany
April       NameETFS Capital Limited
       26, 2024
April 326, 2024 Page 3
Page
FirstName LastName
         methods for soliciting proxies, or revise. In this respect, we note
that telegraph is included
         as a possible method but email is not. Please also disclose any
website that will be used to
         solicit proxies via the internet.
Certain Additional Information, page 22

9.       We note your disclosure that certain disclosure "is expected to be
included" in the
         Company's proxy statement. Given that the Company's proxy statement
has already been
         filed, please revise.
General

10.      Please ensure that all statements of opinion or belief in the proxy
statement are
         characterized as such, and supported by a reasonable factual basis
included in the proxy
         statement. Some (non-exhaustive) examples of beliefs which are not
characterized as
         such and should be revised and supported include the following:

         - "For many years now WisdomTree has embarked on an ill-advised
strategy of trying to
         transform the Company from an ETF business to a DeFi business, which
has resulted in
         the core ETF business being poorly managed whilst the Company   s DeFi
efforts have
         floundered." (page 8)
         - "The operating margin for a well-run ETF business should be around
40% to 45% . .
         . the Company appears to be wasting around 15% of its revenues on
unnecessary
         expenses." (page 8)

         Revise generally, including to provide the basis for statements
recharacterized as beliefs
         and other assertions of fact found in this section of the proxy
statement.
11.      Revise throughout the proxy statement to identify the directors whose
election you oppose
         and explain why you oppose them, in particular with respect to why you
do not oppose
         other directors.
12.      In the letter to stockholders and form of proxy, you refer to "ETFS
Capital Limited and
         the other participants in this solicitation." As only one other
participant is identified in the
         proxy statement, revise to clarify or add disclosure with respect to
all other participants.
13.      Describe the treatment of proxies voted "AGAINST" or "ABSTAIN" as to
fewer than the
         total number of Company nominees included on your proxy card.
14.      Revise to prominently disclose throughout the proxy statement that
your form of proxy
         does not include all of the Company nominees. In addition, state that
the voting options
         of shareholders choosing to vote on your card are limited.
Specifically, explain that
         shareholders voting on your proxy card cannot vote "FOR" any of the
Company nominees
         that you oppose and should use the Company proxy card if they wish to
do so. In
         addition, disclose that shareholders using your card as currently
configured (pending
         resolution of our next comment below) cannot use your proxy card to
vote "AGAINST"
         any Company nominees other than the three individuals you oppose.
Provide similar
 Graham Tuckwell
ETFS Capital Limited
April 26, 2024
Page 4
         disclosure in summary form on the proxy card itself. Note in your
revised disclosure that
         shareholders wishing to make these voting choices should use the
Company's proxy card
         (or attend the Annual Meeting and vote in person). Alternatively,
revise your proxy card
         to enable additional choices for shareholders electing to use it.
15.      Refer to your form of proxy and specifically, the language under "4.
All Other Company
         Nominees." Please provide an analysis of why the voting options and
manner of
         presentation here is appropriate under our rules, and in particular,
Rule 14a-4(b)(3). In
         this regard, the first voting option included ("FOR ALL OTHER COMPANY
         NOMINEES") does not include all WisdomTree nominees, but rather, only
the six
         individuals you do not oppose. In addition, Rule 14a-4(b)(3) specifies
that where you
         permit a vote "FOR" all nominees, you must also permit a vote
"AGAINST" such group,
         which is not possible as your proxy card is currently configured
because shareholders who
         write in the names of individual Company nominees on your card will be
abstaining as to
         those nominees.
16.      In your response letter, explain how the voting options from your
proxy card can be
         replicated on an online voting platform and describe what voting
options will be available
         to shareholders voting through an electronic platform with respect to
voting as indicated
         on your proxy card.
17.      We note that ETFS Capital was a filer on Schedule 13D before the
commencement of this
         solicitation. In your response letter, please explain why its amended
Schedule 13D filed
         March 25, 2024 was timely and complete (with respect to its February
9, 2024 letter to the
         Company).
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        Please direct any questions to Laura McKenzie at 202-551-4568 or
Christina Chalk
at (202) 551-3263.

FirstName LastNameGraham Tuckwell                             Sincerely,
Comapany NameETFS Capital Limited
                                                              Division of
Corporation Finance
April 26, 2024 Page 4                                         Office of Mergers
& Acquisitions
FirstName LastName
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