December 8, 2021

VIA EDGAR

Ms. Ashley Vroman-Lee

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Dear Ms. Vroman-Lee:

This response is provided on behalf of WisdomTree Trust (the “Trust” or the “Registrant”) with respect to Staff comments received orally on August 24, 2021 regarding the Trust’s Post-Effective Amendment (“PEA”) No. 798, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on July 7, 2021 for the purpose of registering shares of the WisdomTree Efficient Gold Plus Gold Miners Strategy Fund (the “Fund”). 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

Response: The Registrant confirms all missing information will be included in the Fund’s Post-Effective Amendment.

Response: The Registrant has added the following disclosure to the end of the first paragraph of the “Principal Investment Strategies of the Fund” section of the Prospectus:

The Fund uses U.S.-listed gold futures contracts to enhance the capital efficiency of the Fund. Capital efficiency is the ability for an investment to gain exposure to a particular market while using fewer assets.

WisdomTree Asset Management, Inc. 230 Park Avenue, New York, NY 10169 | 212-801-2080 Tel 212-801-2081 Fax

Response: The Registrant has revised the second sentence of the “Principal Investment Strategies of the Fund” section of the Prospectus as follows (new language in bold):

The Fund seeks to achieve its investment objective by investing, either directly or through a wholly-owned subsidiary, in a portfolio comprised of (i) U.S.-listed gold futures contracts and (ii) global equity securities issued by companies that derive at least 50% of their revenue from the gold mining business (“Gold Miners”).

In addition, the Registrant has provided the Staff with a list of Fund constituents via email on December 7, 2021.

Response: The disclosure has been revised accordingly. Additionally, the disclosure has been revised to include gold mining as an industry.

Response: The Registrant confirms that “Currency Exchange Rate Risk” is a principal risk of investing in the Fund. The Registrant confirms that each of the remaining risks described in the “Principal Risks of Investing in the Fund” section of the Fund’s Prospectus is a principal risk of the Fund and relevant to investors.

Response: The Registrant has included all pertinent information in its Item 4 description of the “Principal Investment Strategies of the Fund” and respectfully declines to duplicate this information in the Fund’s Item 9 disclosure. General Instruction C.3(a) of Form N-1A states that “[i]nformation that is included in response to Items 2 through 8 need not be repeated elsewhere in the prospectus.” Accordingly, we have not repeated the Fund’s principal investment strategies in the back half of the Prospectus.

Response: The Registrant has revised the Fund’s 80% policy, located in the “Additional Information About the Fund – Additional Information About the Fund’s Investment Strategies” section of the Fund’s Prospectus, as follows (new language in bold):

The Fund will invest, under normal circumstances, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the types of securities suggested by the Fund’s name, including a combination of U.S.-listed gold futures contracts and equity securities issued by Gold Miners, as well as other investments that, combined, have economic characteristics similar or equivalent to those of gold and equity securities issued by Gold Miners.

See also the Registrant’s response to Comment 3, wherein “Gold Miners” are now defined as “companies that derive at least 50% of their revenue from the gold mining business.” In addition, the following language is included in the “Investment Limitations – Non-Fundamental Policies” section of the Statement of Additional Information (new language in bold):

The Fund has adopted a non-fundamental investment policy in accordance with Rule 35d-1 under the 1940 Act to invest, under normal circumstances, at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in the types of securities suggested by the Fund’s name, including a combination of U.S.-listed gold futures contracts and equity securities issued by Gold Miners (as that term is defined in the Prospectus), as well as other investments that, combined, have economic characteristics similar or equivalent to those of gold and equity securities issued by Gold Miners. The Fund’s investment in derivatives will be included in its net assets when determining whether the Fund satisfies the 80% test described above and the Fund values those derivatives at market value.

As noted in the above SAI disclosure, the Registrant confirms that derivatives, including the futures contracts, are included in the Fund’s net assets for purposes of the Fund’s 80% policy and the Fund values those derivatives at market value.

Response: The disclosure has been revised accordingly. See the Registrant’s response to Comment 7.

Statement of Additional Information (“SAI”)

Response: Consistent with the response to Comment 4 above, the disclosure has been revised accordingly.

Comments related to the WisdomTree Subsidiary:

Response: The Registrant hereby confirms that the Fund complies with such provisions.

Response: In connection with its approval of the parent Fund’s advisory contract pursuant to Section 15 of the 1940 Act, the Board of Trustees of the Fund is provided information regarding the activities of the WisdomTree Subsidiary, the nature and quality of the services provided with respect to the WisdomTree Subsidiary, and the fee waiver agreement applicable to the WisdomTree Subsidiary. However, the Trust respectfully submits that the WisdomTree Subsidiary is not an investment company and is therefore not required to comply with the requirements of Section 15 of the 1940 Act. In addition, the Trust does not believe that the WisdomTree Subsidiary’s advisory agreement is a material contract of the Fund requiring its inclusion as an exhibit to the registration statement. Notwithstanding, many of the material terms of the WisdomTree Subsidiary’s advisory agreement are similar to those of the advisory agreement for the Fund.

Response: The Registrant confirms that, with respect to the Fund, the WisdomTree Subsidiary will comply with the provisions relating to affiliated transactions under Section 17 and the rules thereunder. The Trust also confirms that the WisdomTree Subsidiary’s custodial arrangements will comply with the requirements of Section 17(f) of the 1940 Act. The registration statement discloses that State Street Bank and Trust Company, the Fund’s custodian, also serves as the custodian to the WisdomTree Subsidiary.

Response: The Registrant notes that the Fund’s principal investment strategies and risks include the required disclosure.

Response: The Trust confirms that the WisdomTree Subsidiary’s financial statements will be reported on a consolidated basis with those of the Fund.

Response: The Registrant so confirms.

* * * * *

Sincerely,

cc:

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

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

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

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