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Correspondence 0001214659-23-000586 from WisdomTree Trust (CIK 0001350487)

WisdomTree Trust (CIK 0001350487)
Date: Jan. 13, 2023 · CIK: 0001350487 · Accession: 0001214659-23-000586

AI Filing Summary & Sentiment

File numbers found in text: 333-132380, 811-21864

Date
January 13, 2023
Author
/s/ Joanne Antico
Form
CORRESP
Company
WisdomTree Trust (CIK 0001350487)

Letter

VIA EDGAR Division of Investment Management 100 F Street, NE Washington, DC 20549 File Nos. 333-132380 and 811-21864

Re: WisdomTree Trust

Dear Mr. Bellacicco:

This response is provided on behalf of WisdomTree Trust (the “Trust” or the “Registrant”) with respect to Staff comments received orally on November 4, 2022, regarding the Trust’s Post-Effective Amendment (“PEA”) No. 878, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on September 22, 2022, for the purpose of registering shares of the WisdomTree Yield Enhanced USD Universal Bond Fund, which will be re-named WisdomTree Voya Yield Enhanced USD Universal Bond Fund (the “Fund”) upon effectiveness. The Staff’s comments and the Trust’s responses are set forth below. Capitalized terms used, but not defined, herein have the same meaning given to them in the Trust’s registration statement.

Prospectus

1. Comment: Please provide, via correspondence, the Fund’s completed fee table and expense examples.

Response: The Fund’s fee table and expense examples are set forth in Appendix A.

2. Comment: Please provide the Staff with a copy of the Fund’s index methodology as part of this response letter.

Response: The Registrant has attached a copy of the index methodology hereto as Appendix B.

3. Comment: The Staff notes that, as part of its principal investment strategy, the Fund may invest in TBA transactions. Please briefly explain what TBA transactions are in plain English.

Response: The Registrant notes that the plain English definition of “TBA transactions” that appears in the Item 9 “TBA Transactions Risk” will be added to the corresponding Item 4 risk disclosure related to TBA transactions.

WisdomTree Asset Management, Inc. 250 West 34th Street, 3rd Floor, New York, NY 10119 | 212-801-2080 Tel

4. Comment: The Staff notes that the Fund invests in investment grade debt and high yield bonds as part of its principal investment strategy. Please disclose the ratings used by the Index to determine whether bonds are non-investment grade or high yield.

Response: The Registrant has added the requested disclosure.

5. Comment: The Staff notes that the Fund invests in Investment Grade 144A Debt as part of its principal investment strategy. Please include corresponding risk disclosure that addresses the risks associated with 144A debt.

Response: The Registrant has added the requested risk disclosure.

6. Comment: The Staff notes that US Investment Grade Debt is divided into two subcomponents, each of which is weighted by market capitalization; however, no other debt category in the Index discloses how those debt securities are weighted in the Index. Please disclose if the other listed debt categories in the Index will also be weighted by market capitalization.

Response: The Registrant confirms and has revised the disclosure to note that each of the other USD-denominated bond market categories in the Index is weighted by market capitalization.

7. Comment: The Staff notes that the Fund invests in USD-denominated fixed income securities issued from emerging markets as part of its principal investment strategy. Please explain how the Index defines “emerging markets”.

Response: The Index uses the definition applied by the Bloomberg Emerging Markets USD Aggregate Bond Index, which defines an emerging market country as a country that meets one of the following two criteria: (i) World Bank Income group classifications of low/middle income or International Monetary Fund (IMF) classification as a non-advanced country, or (ii) additional countries that bond investors classify as emerging markets due to factors such as investability concerns, the presence of capital controls, and/or geographic considerations also may be included on the list and also are reviewed on an annual basis. The Registrant has added this definition of “emerging markets” to the Item 9 disclosure under the section titled “Additional Information About the Fund’s Investment Strategies” in the Fund’s Prospectus.

8. Comment: The Staff notes that the Fund’s principal investment strategy includes an 80% policy to invest in Index components and investments that have similar economic characteristics, however, the Fund’s strategy does not specify the types of investments that may comprise the remaining 20% of the Fund’s net assets. Please disclose any other types of investments that are part of the Fund’s principal investment strategy.

Response: The Registrant confirms that the Fund’s current principal investment strategy disclosure describes all securities and instruments in which the Fund expects to invest to a significant extent as part of its principal investment strategy.

WisdomTree Asset Management, Inc. 250 West 34th Street, 3rd Floor, New York, NY 10119 | 212-801-2080 Tel

9. Comment: The Staff notes the inclusion of “Geographic Investment Risk” in the “Principal Risks of Investing in the Fund” section of the Prospectus. If the Fund plans to invest a significant portion of its assets in securities of companies in a specific country or region, please disclose this as part of the Fund’s principal investment strategy.

Response: The Registrant confirms that neither the Index nor its portfolio will allocate a significant portion of its constituents or assets, respectively, to securities from a specific country or region. Therefore, the Registrant respectfully declines to add such disclosure at this time.

10. Comment: The Staff notes that the Fund may invest in shares of other investment companies as part of its non-principal investment strategy. If appropriate, add a line to the Fund’s fee table for acquired fund fees and expenses (AFFE).

Response: The Registrant confirms that the Fund does not expect to invest in other investment companies to such an extent that the AFFE incurred indirectly by the Fund from its investment in other funds would exceed one basis point.

11. Comment: The Staff notes that the Fund may invest in derivatives as part of its non-principal investment strategy. Accordingly, please include non-principal risk disclosure related to derivatives.

Response: The Registrant has since confirmed that the Fund may invest in derivatives to a significant extent. Accordingly, the Registrant has revised its principal investment strategies and principal risks disclosure to disclose that the Fund may invest in derivatives to a significant extent and the risks associated with such investment.

* * * * *

Sincerely,
/s/ Joanne Antico

Show Raw Text
CORRESP
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January 13, 2023

VIA EDGAR

Mr. Christopher Bellacicco

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: WisdomTree Trust

File Nos. 333-132380 and 811-21864

Dear Mr. Bellacicco:

This response is provided on behalf of WisdomTree Trust (the
“Trust” or the “Registrant”) with respect to Staff comments received orally on November 4, 2022, regarding the
Trust’s Post-Effective Amendment (“PEA”) No. 878, which was filed with the U.S. Securities and Exchange Commission (“SEC”)
on September 22, 2022, for the purpose of registering shares of the WisdomTree Yield Enhanced USD Universal Bond Fund, which will be re-named
WisdomTree Voya Yield Enhanced USD Universal Bond Fund (the “Fund”) upon effectiveness. The Staff’s comments and the
Trust’s responses are set forth below. Capitalized terms used, but not defined, herein have the same meaning given to them in the
Trust’s registration statement.

Prospectus

 1. Comment: Please provide, via correspondence, the Fund’s completed fee table and expense examples.

Response: The Fund’s fee table
and expense examples are set forth in Appendix A.

 2. Comment: Please provide the Staff with a copy of the Fund’s index methodology as part of
this response letter.

Response: The Registrant has attached
a copy of the index methodology hereto as Appendix B.

 3. Comment: The Staff notes that, as part of its principal investment strategy, the Fund may invest
in TBA transactions. Please briefly explain what TBA transactions are in plain English.

Response: The Registrant notes that
the plain English definition of “TBA transactions” that appears in the Item 9 “TBA Transactions Risk” will be
added to the corresponding Item 4 risk disclosure related to TBA transactions.

WisdomTree
Asset Management, Inc.  250 West 34th Street, 3rd Floor,
New York, NY 10119 | 212-801-2080 Tel

 4. Comment: The Staff notes that the Fund invests in investment grade debt and high yield bonds as
part of its principal investment strategy. Please disclose the ratings used by the Index to determine whether bonds are non-investment
grade or high yield.

Response: The Registrant has added
the requested disclosure.

 5. Comment: The Staff notes that the Fund invests in Investment Grade 144A Debt as part of its principal
investment strategy. Please include corresponding risk disclosure that addresses the risks associated with 144A debt.

Response: The Registrant has added
the requested risk disclosure.

 6. Comment: The Staff notes that US Investment Grade Debt is divided into two subcomponents, each
of which is weighted by market capitalization; however, no other debt category in the Index discloses how those debt securities are weighted
in the Index. Please disclose if the other listed debt categories in the Index will also be weighted by market capitalization.

Response: The Registrant confirms
and has revised the disclosure to note that each of the other USD-denominated bond market categories in the Index is weighted by market
capitalization.

 7. Comment: The Staff notes that the Fund invests in USD-denominated fixed income securities issued
from emerging markets as part of its principal investment strategy. Please explain how the Index defines “emerging markets”.

Response: The Index uses the definition
applied by the Bloomberg Emerging Markets USD Aggregate Bond Index, which defines an emerging market country as a country that meets one
of the following two criteria: (i) World Bank Income group classifications of low/middle income or International Monetary Fund (IMF) classification
as a non-advanced country, or (ii) additional countries that bond investors classify as emerging markets due to factors such as investability
concerns, the presence of capital controls, and/or geographic considerations also may be included on the list and also are reviewed on
an annual basis. The Registrant has added this definition of “emerging markets” to the Item 9 disclosure under the section
titled “Additional Information About the Fund’s Investment Strategies” in the Fund’s Prospectus.

 8. Comment: The Staff notes that the Fund’s principal investment strategy includes an 80% policy
to invest in Index components and investments that have similar economic characteristics, however, the Fund’s strategy does not
specify the types of investments that may comprise the remaining 20% of the Fund’s net assets. Please disclose any other types of
investments that are part of the Fund’s principal investment strategy.

Response: The Registrant confirms
that the Fund’s current principal investment strategy disclosure describes all securities and instruments in which the Fund expects
to invest to a significant extent as part of its principal investment strategy.

WisdomTree
Asset Management, Inc.  250 West 34th Street, 3rd Floor,
New York, NY 10119 | 212-801-2080 Tel

      2

 9. Comment: The Staff notes the inclusion of “Geographic Investment Risk” in the “Principal
Risks of Investing in the Fund” section of the Prospectus. If the Fund plans to invest a significant portion of its assets in securities
of companies in a specific country or region, please disclose this as part of the Fund’s principal investment strategy.

Response: The Registrant confirms
that neither the Index nor its portfolio will allocate a significant portion of its constituents or assets, respectively, to securities
from a specific country or region. Therefore, the Registrant respectfully declines to add such disclosure at this time.

 10. Comment: The Staff notes that the Fund may invest in shares of other investment companies as part
of its non-principal investment strategy. If appropriate, add a line to the Fund’s fee table for acquired fund fees and expenses
(AFFE).

Response: The Registrant confirms
that the Fund does not expect to invest in other investment companies to such an extent that the AFFE incurred indirectly by the Fund
from its investment in other funds would exceed one basis point.

 11. Comment: The Staff notes that the Fund may invest in derivatives as part of its non-principal investment
strategy. Accordingly, please include non-principal risk disclosure related to derivatives.

Response: The Registrant has since
confirmed that the Fund may invest in derivatives to a significant extent. Accordingly, the Registrant has revised its principal investment
strategies and principal risks disclosure to disclose that the Fund may invest in derivatives to a significant extent and the risks associated
with such investment.

* * * * *

Sincerely,

    /s/ Joanne Antico

    Joanne Antico, Esq.

    Secretary

 cc: Angela Borreggine, Esq. (WisdomTree)

W. John McGuire, Esq. (Morgan, Lewis & Bockius LLP)

Laura E. Flores, Esq. (Morgan, Lewis & Bockius LLP)

K. Michael Carlton, Esq. (Morgan, Lewis & Bockius LLP)

WisdomTree
Asset Management, Inc.  250 West 34th Street, 3rd Floor,
New York, NY 10119 | 212-801-2080 Tel

      3

Appendix A

Fees and Expenses of the Fund

The following table describes the fees and expenses
you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and example below. The fees are expressed as a percentage of the Fund’s average
net assets.

    Shareholder Fees (fees paid directly from your investment)
    None

    Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

    Management Fees
    0.15%

    Distribution and/or Service (12b-1) Fees
    None

    Other Expenses
    0.00%1

    Total Annual Fund Operating Expenses
    0.15%

1 Other Expenses are based on estimated amounts for the current
fiscal year.

Example

The following example is intended to help retail
investors compare the cost of investing in the Fund shares with the cost of investing in other funds. It illustrates the hypothetical
expenses that such investors would incur over various periods if they were to invest $10,000 in the Fund for the time periods indicated
and then redeem all of the shares at the end of those periods. This example assumes that the Fund provides a return of 5% a year and that
operating expenses remain the same. This example does not include the brokerage commissions that retail investors may pay to buy and sell
shares of the Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

    1 Year
    3 Years

    $15
    $48

WisdomTree
Asset Management, Inc.  250 West 34th Street, 3rd Floor,
New York, NY 10119 | 212-801-2080 Tel

      4

Appendix B

Bloomberg Fixed Income Indices January 11, 2023  US Universal Enhanced Yield Index 1  US Universal Enhanced Yield Index  The Bloomberg US Universal Enhanced Yield Index is a broad-based index that measures the performance of the USD-denominated taxable bond market and covers investment-grade, high yield, and emerging markets debt (i.e. Core Plus).   A key feature of this index is the objective of yield enhancement relative to the flagship US Universal Index, which represents the union of the US Aggregate Index, US Corporate High Yield Index, Investment Grade 144A Index, Eurodollar Index, US Emerging Markets Index, and the non-ERISA eligible portion of the CMBS Index.  The yield enhancement is achieved by allocating half of the US Aggregate exposure of the flagship US Universal Index to the US Aggregate Enhanced Yield Index.  Further details on the index design are explained in the methodology section.  Index Components The following describes the different components that compose the US Universal Enhanced Yield Index: ? US Universal: The Bloomberg US Universal Index represents the union of the US Aggregate Index, US Corporate High Yield Index, Investment Grade 144A Index, Eurodollar Index, US Emerging Markets Index, and the non-ERISA eligible portion of the CMBS Index. The index covers USD-denominated, taxable bonds that are rated either investment grade or high-yield. View fact sheet  ? US Aggregate - The Bloomberg US Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, US dollar-denominated, fixed-rate taxable bond market. The index includes Treasuries, government-related and corporate securities, fixed-rate agency MBS, ABS and CMBS (agency and non-agency). View fact sheet ? US Aggregate Enhanced Yield - The Bloomberg US Aggregate Enhanced Yield Index uses a rules-based approach to re-weight the US Aggregate Index with the aim of earning a higher yield while broadly retaining the risk characteristics of the US Aggregate. Yield can typically be increased by shifting exposure along any of a number of different risk dimensions such as interest rate risk (i.e. duration) and credit risk (i.e. spread). Since the US Aggregate Enhanced Yield Index seeks to broadly retain the risk characteristics of the US Aggregate, risk is determined as tracking error to the standard US Aggregate. The US Aggregate Enhanced Yield Index considers risk-adjusted yield to determine whether, and by how much, to increase or decrease the weights of the securities in the index. View fact sheet ? US High Yield - The Bloomberg US Corporate High Yield Bond Index measures the USD-denominated, high yield, fixed-rate corporate bond market. Bonds from issuers with an emerging markets country of risk, based on the indices' EM country definition, are excluded.  ? Emerging Markets USD Aggregate - The Bloomberg Emerging Markets USD Aggregate Bond Index is a flagship hard currency Emerging Markets debt benchmark that includes fixed and floating-rate US dollar-denominated debt issued from sovereign, quasi-sovereign, and corporate EM issuers. Country eligibility and classification as Emerging Markets is rules-based and reviewed annually using World Bank income group and International Monetary Fund (IMF) country classifications. ? Investment Grade 144A Debt ? Consists of USD-denominated privately-placed securities initially issued pursuant to the U.S. Securities and Exchange Commission Rule 144A, an exemption from the registration requirements prescribed in section 5 of the Securities Act of 1933 permitting, subject to certain conditions, the public resale of restricted securities. ? Eurodollar Debt ? Investment grade debt denominated in US Dollars and publicly issued in Eurobond markets.  Methodology The objective of the index is to enhance the yield of the US Universal Index by combining the subcomponents using the following approach: ? Calculate the weight of the US Aggregate Index as a subcomponent of the US Universal Index by dividing the US Aggregate Index market value by the US Universal Index market value and assign half of this weight to the flagship US Aggregate Index and half of the weight to the US Aggregate Enhanced Yield Index. ? The remaining weight of the US Universal Enhanced Index is allocated to the non-US Aggregate component of the US Universal Index on a market capitalization basis. The non-US Aggregate component consists of the US Corporate High Yield Index, Investment Grade 144A Index (excluding US Aggregate), Eurodollar Index

Bloomberg Fixed Income Indices January 11, 2023  US Universal Enhanced Yield Index 2  (excluding US Aggregate), US Emerging Markets Index (excluding US Aggregate), and the non-ERISA eligible portion of the CMBS Index. ? As an example, as of October 31, 2022, the market value of the US Universal Index was $27.954 trillion and the market value of the US Aggregate Index was $23.756 trillion. Therefore, the percentage assigned to the US Aggregate component was $23.756/$27.954 or 84.98%, where half of that goes into the flagship US Aggregate Index and half goes into the US Aggregate Enhanced Yield Index. The remaining percentage of 15.02% is allocated to the non-US Aggregate component of the US Universal Index on a market capitalization weighted basis.  Rules for Inclusion Eligible Currencies Principal and interest must be denominated in USD. Quality The index includes both investment grade (Baa3/BBB-/BBB- or above) and high yield (Ba1/BB+/BB+ or below) using the middle rating of Moody's, S&P, and Fitch. When a rating from only two agencies is available, the lower is used; when only one agency rates a bond, that rating is used. In cases where explicit bond level ratings may not be available, other sources may be used to classify securities by credit quality:  ? Local currency treasury and hard currency sovereign issues are classified using the middle issuer level rating from each agency for all outstanding bonds, even if bond level ratings are available.  ? Expected ratings at issuance may be used to ensure timely index inclusion or to properly classify split-rated issuers. ? Unrated securities may use an issuer rating for index classification purposes if available. Unrated subordinated securities are included if a subordinated issuer rating is available. Amount Outstanding ? For Treasury, government-related and corporate securities, USD300mn minimum par amount outstanding. ? For MBS pass-throughs, pool aggregates must have USD1bn par amount outstanding.  ? For ABS, USD500mn minimum deal size and USD25mn minimum tranche size. ? For CMBS, USD500mn minimum deal size with at least USD300mn amount outstanding remaining in the deal and USD25mn minimum tranche size. ? US Treasuries held in the Federal Reserve SOMA account (both purchases at issuance and net secondary market transactions) are deducted from the total amount outstanding. New issuance bought at auction by the Federal Reserve does not enter the index. Net secondary market purchases/sales are adjusted in the Projected Universe of the index weekly, typically on Fridays, and in the Returns Universe once a month, based on the amount outstanding in the Projected Universe at prior month-end.1  ? For US High Yield securities, USD150mn minimum par amount outstanding