WisdomTree U.S. MidCap Dividend Fund (DON) CORRESPCorrespondence with SEC

December 12, 2023

VIA EDGAR

Ms. Kim McManus

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

File Nos. 333-132380 and 811-21864

Dear Ms. McManus:

This response is provided on behalf of WisdomTree Trust (the “Trust” or the “Registrant”) with respect to Staff comments received orally on November 6, 7, and 14 and December 5 and 7 of this year, regarding the Trust’s Post-Effective Amendment No. 897, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on November 3, 2023, for the purpose of registering shares of the WisdomTree U.S. MidCap Quality Growth 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.

General and Administrative Comment

Response: The Registrant confirms all missing information will be included in the Fund’s next Post-Effective Amendment. Additionally, the completed fee table is included herein as Exhibit A.

Prospectus Comments

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

Response: The Registrant anticipates that there will be between 100 and 200 constituents in the Index, and has revised the disclosure under the “Principal Investment Strategies of the Fund” section of the Fund’s Prospectus accordingly.

Response: The Registrant confirms that the Index’s constituents are currently not concentrated in any industry.

WisdomTree Asset Management, Inc. 250 West 34^th Street, New York, NY 10119 | 212-801-2080 Tel 212-801-2081 Fax

Response: The Registrant provided a copy of the Fund’s index methodology to the Staff via email on November 6, 2023.

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.

Response: The Registrant defines “modified market-capitalization weighting” as securities weighted based on company size adjusted for the amount of shares that are publicly traded. The Registrant has incorporated this definition under the “Additional Information About the Fund’s Investment Strategies” section of the Fund’s Prospectus.

Response: The Fund’s 80% investment policy disclosed under the “Principal Investment Strategies of the Fund” section of the Fund’s Prospectus has been revised to provide that the Fund, under normal circumstances, will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the constituent securities of its Index, each of which is a security issued by a mid-cap company, identified in accordance with the Index Provider’s market-capitalization selection parameters, that is incorporated and headquartered in the United States. The disclosure further explains that the Index Provider’s market-capitalization selection parameters generally provide that the Index will be composed of the top scoring 30% of companies that comprise the top 60% of the remaining eligible U.S. Quality Growth Index family constituent universe after the exclusion of the 500 largest companies by market capitalization.

WisdomTree Asset Management, Inc. 250 West 34^th Street, New York, NY 10119 | 212-801-2080 Tel 212-801-2081 Fax

Index Methodology Comments

Response: The Registrant has revised the Fund’s disclosure under the “Additional Information About the Fund’s Investment Strategies” section of the Fund’s Prospectus accordingly.

Response: The Index Provider notes that “under coverage” means that information about the company is monitored by the Index’s third-party index calculation agent. The Registrant has added this factor to the disclosure under the “Principal Investment Strategies of the Fund” section of the Fund’s Prospectus accordingly.

Response: The Registrant has revised the disclosure under the “Additional Information About the Fund – Additional Information About the Fund’s Investment Strategies – The Index” section of the Fund’s Prospectus accordingly. Relatedly, the Registrant has confirmed that REITs will not be eligible for inclusion in the Index and therefore, has not listed REITs among the eligible securities identified in the revised disclosure.

Response: The Registrant confirms that REITs are not eligible for inclusion in the Index and has revised the Index Methodology accordingly.

* * * * *

Sincerely,

/s/ Joanne Antico

Joanne Antico, Esq.

Secretary

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

WisdomTree Asset Management, Inc. 250 West 34^th Street, New York, NY 10119 | 212-801-2080 Tel 212-801-2081 Fax

EXHIBIT 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.

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

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

WisdomTree Asset Management, Inc. 250 West 34^th Street, New York, NY 10119 | 212-801-2080 Tel 212-801-2081 Fax

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