SecProbe.io

CORRESP
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filename1.htm

    Christopher D. Carlson

(202)-661-7165

carlson@sewkis.com

    901 K Street,
N.W.

Washington, DC 20001

telephone: (202) 737-8833

facsimile: (202) 737-5184

www.sewkis.com

    One Battery Park Plaza

New York, New York 10004

Telephone: (212) 574-1200

Facsimile: (212) 480-8421

February 5, 2021

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Lin

 Re: Wilshire
                                         wShares Enhanced Gold Trust

                                         Pre-Effective Amendment No. 5 to the

                                         Registration Statement on Form S-1 (File No. 333-235913)

Dear Mr. Lin:

On behalf of Wilshire
wShares Enhanced Gold Trust (the “Trust”), in response to your request in comment 21 of your letter dated February
10, 2020 for a fact sheet, please see the fact sheets included with the EDGAR correspondence filing that accompanies this letter.

Please feel free to telephone the undersigned
at (202) 661-7165, Gregg Bateman at (212) 574-1436, or Anthony Tu-Sekine at (202) 661-7150 with any questions or comments
on the foregoing.

        Very truly yours,

        Seward & Kissel
        LLP

        /s/ Christopher D. Carlson

        Christopher D. Carlson

Wilshire
wShares Enhanced Gold ETF

A
New Way to Invest in GoldTM

Fund
Description

The
Wilshire wShares Enhanced Gold Trust (the “Fund“ or “WGLD”) seeks to closely reflect the performance of
the Wilshire Gold Index (the “Index”) less the Fund’s liabilities and expenses. WGLD rebalances physical gold
and cash utilizing a rules-based methodology that automatically adapts to market conditions within the gold and US equity markets
(the “S&P 500®”). The Fund’s purpose is to seek to outperform a stand-alone
investment in gold and reduce its risk profile without the use of any futures, leverage, or derivatives.

Index
Overview

The
objective of the Index is to seek to reduce the risk-profile typically associated with the purchase of gold, as measured by the
realized volatility of the LBMA Gold Price, while also generally increasing its exposure to gold during periods of heightened
realized volatility as observed in the S&P 500®. The Index utilizes a passive, rules-based methodology that rebalances
monthly.

    Table
    I. Performance of the S&P 500® Versus Gold

    (US$/oz) Over Various Periods of Time1

    Period2

        20
        year

    S&P
                                         500®

        241.2%

    Gold

        459.2%

    10
    year
    269.8%
    46.9%

    5
    year
    79.2%
    25.7%

    2
    year
    18.9%
    17.8%

    1
    year
    21.7%
    19.7%

    Great
    Recession3
    -43.9%
    9.6%

    First
    Decade of 2000s4
    -7.9%
    274.7%

    WGLD
    FUND DETAILS

        Inception

        2/8/2021

    Ticker
    WGLD

    Exchange
    NYSE
    Arca

    Fund
    Type
    ETF

    Investment
    Style
    Passive

    Creation
    Basket
    10,000

    CUSIP
    972005102

    Index
    Ticker
    WGIX

    Index
    Calculation Agent
    Solactive

    Gold
    Custodian
    J.P.
    Morgan

    Fund
    Adminstrator
    BNY
    Mellon

    Net
    Assets
    $1,800,018

    Sponsor
    Fee
    0.65%

    PUTTING
THE FUND TO WORK

WGLD is intended to
serve as a piece of an overall portfolio allocation.

Past
performance is not indicative of future results.

Wilshire
wShares Enhanced Gold ETF

Why
Invest in WGLD

Seeks
Strong Risk-Adjusted Returns –
WGLD is designed to outperform a stand-alone investment in gold while simultaneously seeking to reduce its risk profile by lowering
volatility.

Removing
Emotion – The Fund may
assist investors to overcome the often negative consequences of emotional trading, especially during heightened volatility. WGLD
utilizes first-to-market technology called Adaptive ExposureTM to rebalance its exposure to gold based on changing market conditions.

Innovative
– Staying on the cutting
edge of financial innovation. WGLD was named as a Listmaker at the Benzinga Global Fintech Awards 2020 for Best New Product.

Efficient
– The Fund provides
easy access to an institutional-like strategy in a transparent, passive and rules-based manner that sets aside the use of futures
or any form of leverage to achieve its investment objective.

    Table
    II. S&P 500® Volatility8 Versus Gold (US$/

    oz) Over Various Periods of Time1

    Period2

        20
        year

    S&P
                                         500®

        18.6%

    Gold

        17.0%

    10
    year
    14.6%
    15.3%

    5
    year
    13.2%
    12.5%

    2
    year
    14.8%
    10.2%

    1
    year
    11.6%
    11.5%

Important
Disclosures

Wilshire
wShares Enhanced Gold Fund (the “Fund”) has filed a registration statement, including a prospectus (the “Prospectus”),
with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you
invest, you should read the Prospectus and other documents the Fund has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting www.wshares.com or EDGAR on the SEC’s website
at www.sec.gov. Alter-natively, you can request a Prospectus by calling (917) 671-9097.

Investors
should consider the investment objectives, risks, charges and expenses carefully before investing. For a prospectus or summary
prospectus with this and other information about the Fund, please call (or visit our website at https://bit.ly/wSharesWGLD). Read
the prospectus or summary prospectus carefully before investing.

Past
performance should not be considered indicative of future performance, and current performance may be lower or higher than the
performance quoted.

The
shares of the Fund (the “Shares”) may trade at, above (a premium), or below (a discount) the net asset value (“NAV”)
per Share and are not individually redeemed from the Fund. The NAV per Share will fluctuate with changes in the market value of
the physical gold (“Physical Gold”) owned by the Fund. The price of gold is volatile and historical fluctuations in
gold prices are not a reliable indicator of future gold price movements.

1
Source: S&P Dow Jones and LBMA as of January 31, 2021. 2 The time periods in the chart correspond to the period 1/31/2000-1/31/2020
(20-year), 1/29/2010-1/31/2020 (10-year), 1/30/2015-1/31/2020 (5-year), 1/31/2018-1/31/2020 (2-year), 1/31/2019-1/31/2020 (1-year).
3 Great Recession data dates between 12/31/2007-3/31/2009. 4 First Decade of 2000s data dates between 12/31/1999-12/31/2009. 5
The Dot.Com Bubble returns were measured between 03/24/2000-10/09/2002. 6 The Financial Crisis returns were measured between 10/09/2007-03/09/2009.
7 The Covid-19 returns were measured between 02/17/2020-03/23/2020. 8 Volatility was measured as the standard deviation of daily
returns, annualized to 252 days of the year.

    Wilshire
    wShares Enhanced Gold ETF

There
is no guarantee that the high trading price of gold will be sustained. The Share price reported under “WGLD” is not
the same as the intraday indicative NAV (“INAV”); the INAV may vary significantly from the Share price, particularly
during times of volatility of gold prices. The Index level calculated and published by approximately 7:00 p.m. (New York City
time) under “WGIX” is not the same as the intraday indicative value for the Index (“IIV”); the IIV may
vary significantly from the Index level, particularly during times of volatility in gold prices. .An investment in the Shares
may be adversely affected by competition from other meth-ods of investing in commodities, and the availability of other gold
products.

The
Fund may terminate and liquidate at a time that is disadvantageous to Shareholders. The Share price will fluctuate with changes
in NAV per Share as well as market supply and demand. The amount of discount or premium in the Share price relative to NAV per
Share may be affected by non-concurrent trading hours between NYSE Arca, Inc. (the “Exchange”) and major gold markets.
While the Shares will trade on the Exchange until 4:00 pm (New York City time), liquidity in the market for Physical Gold may
be reduced after the close of major world gold markets including London and other locations. Depending on the price at which an
investor purchased its Shares and whether the Shares trade at a discount or a premium to NAV may affect the inves-tor’s
gain or loss on its investment in the Fund when Shares are sold. Investment return and principal value of an investment will fluctuate
so that an investor’s Shares, when sold or redeemed, may be worth more or less than the original cost. Purchases or sales
of Shares may be subject to brokerage commissions, which will reduce returns.

There
can be no assurance that the Fund will achieve its investment objective. An investment in the Fund carries with it the inherent
risks associated with investments related to Physical Gold. There can be no assurance that the Fund will achieve prof-its or
avoid losses, significant or otherwise. The performance of the Fund may not track the Index during particular periods or over
the long term. Disruptions in the ability to create or redeem creation units may adversely affect investors. Certain poten-tial
conflicts of interest exist between the Sponsor, its affiliates and the Fund’s shareholders. Shareholders will be subject
to taxation on their allocable share of the Fund’s taxable income, whether or not they receive cash distributions. Shareholders
will receive partner information tax returns on Schedule K-1, which could increase the complexity of tax returns.

While
the Sponsor developed the methodology of the Index, the Index Calculation Agent is responsible for the day-to-day imple-mentation
of the Index methodology and calculation of the Index. The ability of the Fund to exercise remedies against the Index Calculation
Agent may be limited.

Foreside
Fund Services, LLC is the marketing agent of the Fund.

The
Fund is not an investment company regulated under the Investment Company Act of 1940, nor is it a commodity pool as de-fined
in the Commodity Exchange Act, and thus is not afforded the regulatory protections applicable to such entities.

Index
Disclaimers

The
Fund is not sponsored, promoted, sold or supported in any other manner by the Index Calculation Agent nor does the Index
Calculation Agent offer any express or implicit guarantee or assurance either with regard to the results of using the Index
and/or Index trademark or the current level of the Index at any time or in any other respect. The Index is calculated and published
by the Index Calculation Agent. The Index Calculation Agent uses its best efforts to ensure that the Index is calculated
correctly. Irrespective of its obligations towards the Fund, the Index Calculation Agent has no obligation to point out
errors in the Index to third parties including but not limited to investors and/or financial intermediaries of the Fund or
the Shares. Neither publication of the Index by the Index Calculation Agent nor the licensing of the Index or Index trademark
for the purpose of use in connection with the Fund constitutes a recommendation by the Index Calculation Agent to invest
capital in the Fund nor does it in any way represent an assurance or opinion of the Index Calculation Agent with regard to
any investment in the Fund.

The
LBMA Gold Price PM, which is administered and published by ICE Benchmark Administration limited (“IBA”), serves
as, or as part of, an input or underlying reference for the Shares. LBMA Gold Price PM is a trademark of precious metals
prices limited, and is licensed to IBA as the administrator of the LBMA Gold Price PM. ICE Benchmark Administration is a
trademark of IBA and/ or its affiliates. LBMA Gold Price PM, and the trademarks LBMA Gold Price PM and ICE Benchmark
Administration, are used by the Fund with permission under license by IBA. IBA and its affiliates make no claim,
predication, warranty or representation whatsoever, express or implied, as to the results to be obtained from any use of the
LBMA Gold Price PM, or the appropriate-ness or suitability of the LBMA Gold Price PM for any particular purpose to which it
might be put, including with respect to the Shares. To the fullest extent permitted by applicable law, all implied terms,
conditions and warranties, including, without limita-tion, as to quality, merchantability, fitness for purpose, title or
non-infringement, in relation to the LBMA Gold Price PM, are here-by excluded and none of IBA or any of its affiliates will
be liable in contract or tort (including negligence), for breach of statutory duty or nuisance, or under antitrust laws or
otherwise, in respect of any inaccuracies, errors, omissions, delays, failures,

    Wilshire
    wShares Enhanced Gold ETF

cessations
or changes (material or otherwise) in the LBMA Gold Price PM, or for any damage, expense or other loss (whether di-rect or indirect)
you may suffer arising out of or in connection with the LBMA Gold Price PM or any reliance you may place upon it. LBMA Gold Price
PM is a trademark of Precious Metals Prices Limited, is licensed to IBA as the administrator of the LBMA Gold Price PM, and is
used by the Fund with permission under license by IBA. The Index (the “Licensee Index”) was created by the Sponsor
for the Fund, which has contracted with S&P Dow Jones Indices LLC (“SPDJI”) to license the use of the S&P
500® Index in connection with the Licensee Index.

The
S&P 500® Index is the property of SPDJI. S&P DJI, its affiliates and licensors shall have no liability for any errors
or omis-sions in the S&P 500® Index, any data related thereto, the Licensee Index and any investment products based thereon,
and the Licensee Index and the any investment products based thereon are not sponsored, endorsed, sold or promoted by SPDJI, its
affiliates or third party licensors.

None
of SPDJI, its affiliates or third party licensors make any representation or warranty, express or implied, to the owners of the
Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or
the ability of the S&P 500® Index to track general market performance. SPDJI’s only relationship to Licensee with
respect to the Licensee Index and Products is the licensing of the S&P 500® Index. SPDJI and its third party licensors
are not responsible for and have not participated in the determination of the prices and amount of the Fund or the timing of the
issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund may convert into cash or
other redemp-tion mechanics. SPDJI, its affiliates and third-party licensors have no obligation or liability in connection with
the administration, marketing or trading of the Fund. SPDJI is not an investment advisor. Inclusion of a security within the S&P
500® Index is not a recommendation by SPDJI to buy, sell, or hold such security, nor is it investment advice.

NONE
OF SPDJI, ITS AFFILIATES, OR THIRD PARTY LICENSORS GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE
S&P 500® INDEX, THE LICENSEE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICA-TION WITH RESPECT THERETO, INCLUDING,
ORAL, WRITTEN, OR ELECTRONIC COMMUNICATIONS. SPDJI, ITS AFFILIATES AND THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES
OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. SPDJI AND ITS THIRD PARTY LICENSORS MAKE NO EXPRESS OR IMPLIED WARRANTIES,
AND EXPRESSLY DISCLAIM ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED
BY LICENSEE, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500® INDEX OR LICENS-EE INDEX
OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEV