May 25, 2006


VIA ELECTRONIC FILING

Christian Sandoe
Division of Investment Management
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549

      RE:   WisdomTree Trust ("Trust")
            Files Nos. 333-132380 and 811-21864

            WisdomTree Total Dividend Fund, WisdomTree High-Yielding Equity
            Fund, WisdomTree LargeCap Dividend Fund, WisdomTree Dividend Top 100
            Fund, WisdomTree MidCap Dividend Fund, WisdomTree SmallCap Dividend
            Fund, WisdomTree DIEFA Fund, WisdomTree DIEFA High-Yielding Equity
            Fund, WisdomTree Europe Total Dividend Fund, WisdomTree Europe
            High-Yielding Equity Fund, WisdomTree Europe SmallCap Dividend Fund,
            WisdomTree Japan Total Dividend Fund, WisdomTree Japan High-Yielding
            Equity Fund, WisdomTree Japan SmallCap Dividend Fund, WisdomTree
            Pacific ex-Japan Total Dividend Fund, WisdomTree Pacific ex-Japan
            High-Yielding Equity Fund, WisdomTree International LargeCap
            Dividend Fund, WisdomTree International Dividend Top 100 Fund,
            WisdomTree International MidCap Dividend Fund, and WisdomTree
            International SmallCap Dividend Fund (each a "Fund" or collectively
            the "Funds")

Dear Mr. Sandoe:

      This letter responds to comments received from the staff of the Securities
and Exchange Commission (the "Commission") on April 18, 2006 regarding the
Trust's registration statement on Form N-1A, which was filed with the Commission
on March 13, 2006 (the "Registration Statement"). For your convenience we have
restated each comment below followed by the Trust's response. Defined terms have
the same meanings as used by the Trust in its Registration Statement.




Christian Sandoe
May 25, 2006
Page 2


      We believe that the disclosure changes and supplemental responses
discussed in this letter are fully responsive to the staff's comments, and
resolve any matters raised.

1. Comment: (Prospectus/Principal Investment Strategies)

This section, which precedes each Fund's Risk/Return summary, devotes more than
three pages to descriptions of the WisdomTree indices. Since each index is
described in detail in each Fund's Principal Investment Strategies section
(e.g., WisdomTree Dividend Index is described on page 8 of the prospectus) the
location and volume of the information in this section tends to obfuscate
disclosure about how the Funds will invest their assets. Please either remove
this section from the Risk/Return summary of the prospectus or summarize this
disclosure into one or two short paragraphs. See Rule 421(a) under the
Securities Act.

      Response: Registrant has shortened the disclosure in response to the
      staff's comment.

2. Comment: (Prospectus/Principal Investment Strategies)

The first sentence of the last paragraph on page 2 states that companies
included in the Indices must pay "regular cash dividends." Please define the
term "regular cash dividends" in this section.

      Response: Only regular dividends (i.e., established or quarterly dividends
      as opposed to non-recurring or special dividends) are included in the
      determination of cash dividends or dividend yield when determining which
      stocks are eligible for inclusion in each Index. The referenced disclosure
      has been revised accordingly.

3. Comment: (Prospectus/Principal Investment Strategies)

Disclosure on page 3 states, "To the extent that a Fund's underlying Index
concentrates (i.e., holds 25% or more of its total assets) in the securities of
a particular industry or group of industries, a Fund may similarly concentrate
its investments." As it appears that the Funds' Investment Adviser determines
the composition of the Indices, this disclosure appears to permit the Funds to
reserve the right to concentrate its investments in any industry. The staff has
historically taken the position that funds may not reserve the right to
concentrate in an industry or group of industries. The First Australia Fund,
Inc. (pub. avail. July 29, 1999) (staff agreed that a concentration policy
permitting a fund to invest more than 25%, but not more than 35%, of its total
assets in companies operating in a single industry, if such companies
represented more than 20% of a widely recognized index established and
maintained by an unaffiliated third party, did not violate Section 8(b)(1) of
the Investment Company Act). Accordingly, please identify the particular
industries or groups of industries, if any, in which each Fund proposes to
concentrate its investments in each Fund's Principal Investment Strategies
section and, as applicable, provide corresponding industry concentration risk
disclosure in each Fund's Primary Investment Risks



Christian Sandoe
May 25, 2006
Page 3


section. In addition, please modify the concentration limitation in the
Investment Limitations section on page 19 of the statement of additional
information to specify the particular industries or groups of industries, if
any, in which each Fund proposes to concentrate its investments. See Section
8(b)(1)(E) of the Investment Company Act and Item11(c)(1)(1v) of Form N-1A.

      Response: The staff has noted that Section 8(b)(1) "permits a fund to
      implement a concentration policy that allows for some degree of
      discretion" and that "a fund must clearly describe, in as much detail as
      is practicable, the circumstances under which a fund may concentrate its
      investments." (The First Australia Fund, Inc. (pub. Avail. July 29,
      1999)). Registrant believes its current disclosure satisfies this
      obligation. Each Fund's investment objective is to track its underlying
      Index. Except for the sector Indexes, no Index is specifically designed to
      concentrate in any industry. "Industry concentration" is not a specific
      factor in the general Index construction rules. If a non-sector Index is
      concentrated it is solely because unrelated Index construction rules have
      produced this result as an unintended outcome. If an Index is
      concentrated, the Fund tracking the Index will seek to concentrate to
      approximately the same extent. Doing so will help each Fund track its
      Index. It is common practice for index funds to employ this practice, and
      for such funds to make similar disclosures in their registration
      statements. Registrant believes this is clear disclosure, insofar as
      practicable, of both the Funds' intent and of the amount of each Fund's
      discretion with respect to industry concentration.

      Registrant believes the staff's comment, if implemented, would have the
      effect of replacing straightforward disclosure that is commonly understood
      by index investors (and that reflects the Funds and the Advisers' actual
      intentions) with potentially complex disclosure concerning the impact of
      unforeseen changes to the Index methodology (that does not reflect the
      Funds' or the Advisers' actual intentions). The staff's comment seems to
      not take into account the fact that each Index is governed by written
      Index construction rules and that, as discussed at great length in the
      Registrant's application for the standard exemptive relief from the 1940
      Act filed with the Commission on April [19], 2006 (the "Application"),
      extensive policies and procedures have been put in place to separate those
      persons responsible for portfolio management of the Funds from those
      persons responsible for Index administration. Each of the over seventy
      (70) WisdomTree Indexes is governed by a detailed set of Index
      construction rules that sets forth, in great detail, how to determine the
      constituents of each Index. Among other things, the Index construction
      rules govern when and how changes to the Indexes can be made. For example,
      new securities can be added to an Index only at the annual reconstitution
      date. Changes to the Index rules can only be made upon sixty (60) days
      prior notice to the public. Such changes can only be made by the "Index
      Administrator", a senior employee of WTI and/or WisdomTree Asset
      Management, Inc. ("WTA") who has sole responsibility for the operation of
      each Index. The Index Administrator does not have any responsibility for
      portfolio management and is specifically prohibited from sharing
      non-public information about the Index with those persons at WTA and the
      Sub-Advisor responsible for portfolio management of the Funds. Similarly,
      the portfolio managers are



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May 25, 2006
Page 4


      prohibited from sharing non-public information about the Funds' portfolios
      with the Index Administrator.

      The Registrant notes that the disclosure in the prospectus of the BLDRS
      Index Funds seems to support the Registrant's position. Each BLDRS Index
      Fund tracks a benchmark index (a "BLDRS Benchmark Index") of depository
      receipts created and compiled by the Bank of New York ("BNY"). BNY is a
      prominent participant in the markets for the depository receipts in each
      BLDRS Benchmark Index. BNY acts as Trustee of each Fund and is responsible
      for maintaining the portfolio of each BLDRS Index Fund (the BLDRS Index
      Funds are organized as a UIT). Each BLDRS Index Fund invests in a
      portfolio of securities in substantially the same weighting as the
      component securities of its BLDRS Benchmark Index. Each BLDRS Benchmark
      Index reflects the performance of a specific segment of the market for
      U.S. exchange-listed depository receipts. Registrant believes the
      potential for index alteration by an affiliate of a fund presented in the
      BLDRS Index Funds situation is analogous to the potential for index
      alteration created by the operation of the Funds and the Indexes because
      both UITs and open-end investment companies can adjust their portfolios to
      track their underlying benchmark or index. BNY and the BLDRS Index Funds
      appear to have addressed the potential for index alteration through the
      use of a rules-based index methodology and the adoption and implementation
      of various policies and procedures (such as "firewalls" and other
      information barriers), which is substantially the same approach taken by
      the Registrant. Registrant notes that the only reference to industry
      concentration in the most recent disclosure document for BLDRS Index Funds
      is "Each Fund is subject to the additional risks associated with
      concentrating its investments in companies in the market sector that its
      relevant benchmark BNY ADR Index targets."(1)

      In response to the staff's comments, Registrant has nevertheless decided
      to "tighten" its disclosure. Instead of saying that a Fund may "similarly
      concentrate its investments", the prospectus and SAI will be revised to
      reflect that each Fund may concentrate its investments to "approximately
      the same extent as its underlying Index." In addition, Registrant shall
      periodically review each Index's current constituents to make sure that,
      to the extent each Index (and Fund) is concentrated in any industry, the
      prospectus and SAI contain appropriate disclosure of this fact and also
      provide risk disclosure.

      In response to the staff's comments, Registrant has nevertheless decided
      to "tighten" its disclosure. Instead of saying that a Fund may "similarly
      concentrate its investments", the prospectus and SAI will be revised to
      reflect that each Fund may concentrate its investments to "approximately
      the same proportion as its weighting in the Index." In addition,
      Registrant shall periodically review each Index's current constituents to
      make

- --------
(1) Prospectus for BLDRS Asia 50 ADR Index Fund, BLDRS Developed Markets 100 ADR
Index Fund, BLDRS Emerging Markets 50 ADR Index Fund, and BLDRS Europe 100 ADR
Index Fund, dated January 31, 2006, at page 5. (497 filing dated February 6,
2006, SEC Accession No. 0000950123-06-001143).



Christian Sandoe
May 25, 2006
Page 5


      sure that, to the extent each Index (and Fund) is concentrated in any
      industry, the prospectus and SAI contain appropriate disclosure of this
      fact and also provide risk disclosure.

4. Comment: (Prospectus/WisdomTree Total Dividend Fund - Principal Investment
   Strategies)

The second sentence of this section states that the Fund attempts to invest all,
or substantially all of its assets in stocks that make up the Index. In
addition, disclosure on page 20 of the statement of additional information
states that the Fund will invest at least 80% of its net assets, plus the amount
of any borrowings for investment purposes, in securities in the Fund's index.
Please disclose the Fund's 80% policy in this section of the prospectus. See
Investment Company Act Release No. 24828 (January 17, 2001) at footnote 15.
Please make corresponding changes to other sections that contain similar
disclosure.

      Response: The referenced disclosure has been revised.

5. Comment: (Prospectus/WisdomTree Total Dividend Fund - Index Description)

Please describe in this section the market capitalization range of the Index as
of a recent date. Please add corresponding disclosure in the Index Description
sections for each Fund described in the prospectus.

      Response: Disclosure regarding the market capitalization of each Index has
      been added to the Prospectus. For example, with respect to the WisdomTree
      Dividend Index, the disclosure now states: "As of March 31, 2006,
      approximately 79% of the capitalization of the Index consisted of
      companies with market capitalizations over $10.0 billion."

6. Comment: (Prospectus/WisdomTree Total Dividend Fund - Index Description)

The second sentence states that the Index will be comprised of securities that
have average daily trading volumes of at least $100,000 for the three months
prior to the Index measurement date. As this low minimum daily trading volume
limit would permit the Index to include relatively illiquid securities, please
describe illiquid securities risk in the Primary Investment Risks section.
Please make corresponding changes to other sections that contain similar
disclosure.

      Response: Registrant intends for each Fund to invest substantially all of
      its assets in "liquid" securities. Registrant therefore disagrees with the
      staff's assessment that disclosure regarding investments in illiquid
      securities is required. First, Registrant notes that the generally
      accepted definition of an illiquid security is one that can not be sold or
      disposed of in the ordinary course of business at the approximate value at
      which the asset



Christian Sandoe
May 25, 2006
Page 6


      is valued by the fund. Registrant does not expect any Fund to invest in
      any securities that would be deemed illiquid under this definition.
      Second, Registrant notes that average daily dollar volume is but one
      measure of liquidity used by each Fund's underlying Index. The Index
      construction rules look at other generally accepted measures of liquidity,
      such as minimum capitalization, cash amount of dividends paid and in some
      cases share volume traded. Registrant notes that all of the Indexes pass
      the "generic listing standards" for ETFs set forth in, for example, Rule
      1000A of the American Stock Exchange. These rules were designed as a
      measure of the liquidity and tradability of an ETF's portfolio.

7. Comment: (Prospectus/WisdomTree Total Dividend Fund - Primary Investment
   Risks)

As the Index Description section for this Fund described on page 7 states that
the index includes large-capitalization, mid-capitalization and small
- -capitalization securities, please add small- and mid-capitalization risk.
Please make corresponding changes to other sections that contain similar
disclosure.

      Response: The requested change has been made. Additional disclosure,
      commensurate with the percentage of each Fund's investment in mid- or
      small-capitalization stocks has been added.

8. Comment: (Prospectus/WisdomTree Total Dividend Fund - Fees and Expenses)

The Other Expenses line item in the Annual Fund Operating Expenses section of
the table identifies an amount of "None," while footnote "*" to this amount
states that there will be de minimis tax and interest expenses incurred by the
Fund. Please revise the figure in the table to reflect the appropriate amount.
If the amount will be less than one basis point, please reflect this figure as
"0.00%" rather than "None." In addition, footnote * states that the Fund's
Investment Adviser will pay all expenses incurred by the Fund (except for
certain enumerated expenses). Please clarify whether these expenses will be
incurred by the Fund but reimbursed by the Investment Adviser or whether these
expenses will be incurred directly by the Fund's Investment Adviser on the
Fund's behalf. If the Fund will incur these expenses, please revise the table to
reflect these expenses and the effect of the reimbursement. Please make
corresponding changes to other sections that contain similar disclosure.

      Response: Each Fund's expense chart will now show "0.00%" rather than
      "None" for the Other Expenses line item. The referenced footnote has been
      revised. Supplementally, Registrant notes that the only expenses expected
      to be incurred by the Fund that are required to be disclosed in the Fee
      Table are (i) the "Management Fee" to be paid to each Fund's Investment
      Adviser, and (ii) the "Other Expenses", which are expected to be less than
      0.00%.




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May 25, 2006
Page 7


9. Comment: (Prospectus/WisdomTree Total Dividend Fund - Fees and Expenses)

The paragraph following the expense example states that the example does not
reflect sales charges (loads) on reinvested dividends (and other distributions).
The Fee table, however, does not disclose that there will be any sales charges
(loads) on reinvested dividends or other distributions. Please reconcile this
apparent inconsistency. Please make corresponding changes to other sections that
contain similar disclosure.

      Response: Since no Fund charges sales charges (loads), the referenced
      disclosure has been removed.

10. Comment: (Prospectus/WisdomTree High-Yielding Equity Fund - Index
    Description)

As the Fund's name includes the term "Equity," please clarify in this section
that the "securities" included in the WisdomTree High-Yielding Equity Index are
equity securities. See Rule 35d-I under the Investment Company Act. Please make
corresponding changes to other sections that contain similar disclosure.

      Response: The requested change has been made. The term "securities" has
      been replaced with "stock" because the Funds believe this more precisely
      describes the types of investments included in the Indexes.

11. Comment: (Prospectus/WisdomTree MidCap Dividend Fund - Principal Investment
    Strategies)

As the Primary Investment Risks section describes the risks of investments in
REITs, please describe a corresponding principal investment strategy to invest
in REITs in this section. Please make corresponding changes for WisdomTree
SmallCap Dividend Fund.

      Response: Additional disclosure, commensurate with the degree to which
      each Fund invests in the common stock issued by REITs, has been added.

12. Comment: (Prospectus/WisdomTree MidCap Dividend Fund - Index Description)




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May 25, 2006
Page 8


This section states that the securities in the Index will be a subset of the
WisdomTree Dividend Index which will be created by first removing the 300
largest companies from WisdomTree Dividend Index and then removing the smallest
25% of the remaining securities. Please explain to us how the methodology
described above results (and will continue to result) in a selection of
companies that are deemed to be mid-cap securities. See Rule 35d-1 under the
Investment Company Act. In addition, please provide to us the market
capitalization range of companies that currently satisfy the Index's selection
criteria. Please provide similar information with respect to the WisdomTree
International Dividend Fund.

      Response: WTI developed its methodology for classifying Index securities
      as large-, mid- or small-capitalization based on extensive research and
      testing. While there is no universally accepted measure of capitalization
      size, WTI is comfortable that its methodology results, and will continue
      to result, in classifications that fall within generally accepted industry
      parameters for classifying companies as large-, mid- or
      small-capitalization. For example, it is common to define
      mid-capitalization companies as those companies with market
      capitalizations between $2.0 billion and $10.0 billion or between $1.5
      billion and $10.0 billion. Over 91% of the market capitalization of the
      MidCap Dividend Index consists of companies with market capitalizations
      between $2.0 billion and $10.0 billion and approximately 9% of the market
      capitalization of the MidCap Index consists of companies with market
      capitalizations less than $2.0 billion. Over 93% of the market
      capitalization of the International MidCap Dividend Index consists of
      companies with market capitalizations between $2.0 billion and $10.0
      billion. Approximately 7% of the market capitalization of the Index
      consists of companies with market capitalizations in excess of $10.0
      billion. Because there is no generally accepted definition of
      capitalization size, it is somewhat common for indexes to consist of
      securities falling slightly outside of specified ranges. In the future, if
      the Index methodology did not result in a selection of companies deemed to
      be mid-cap securities, the Index Administrator, in accordance with the
      Index methodology, would change the Index construction rules to achieve
      the desired result.

      The WisdomTree Dividend Index breaks down as follows: approximately 79% of
      the market capitalization of the Index consists of companies with market
      capitalizations in excess of $10.0 billion, approximately 16% of the
      market capitalization of the Index consists of companies with market
      capitalizations between $2.0 billion and $10.0 billion, and approximately
      5% of the market capitalization of the Index consists of companies with
      market capitalizations less than $2.0 billion.

      The non-U.S. equivalent of the broad-market Dividend Index is the Dividend
      Index of Europe, Far East Asia and Australasia (DIEFA). DIEFA breaks down
      as follows: approximately 71% of the market capitalization of the Index
      consists of companies with market capitalizations in excess of $10.0
      billion, approximately 22% of the market capitalization of the Index
      consists of companies with market capitalizations between $2.0 billion and
      $10.0 billion, and approximately 7% of the market capitalization of the
      Index consists of companies with market capitalizations less than $2.0
      billion.




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May 25, 2006
Page 9


13. Comment: (SAI/ Portfolio Holding Disclosure Policies and Procedures)

Please describe in this section any conditions or restrictions placed on the use
of information about portfolio securities that is disclosed, including any
requirement that the information be kept confidential or prohibitions on trading
based on the information, and any procedures to monitor the use of this
information. In addition, please describe any policies and procedures with
respect to the receipt of compensation or other consideration by the Funds,
their investment adviser (or sub-adviser), or any other party in connection with
the disclosure of information about portfolio securities. Also, please describe
the procedures that the Funds use to ensure that disclosure of information about
portfolio securities is in the best interests of the Funds' shareholders,
including procedures to address conflicts between the interests of the Funds'
shareholders, on the one hand, and any of the entities set forth in Item 1
I(f)(1)(vi) of Form N-1A. Also, please describe the manner in which the board of
directors exercises oversight of disclosure of the Funds' portfolio securities.
Further, the fifth paragraph states that the Funds' chief compliance officer may
authorize the disclosure of portfolio holdings. Please clarify whether (s)he is
the only individual that may authorize such disclosures. See Item I l (f)(1) of
Form N-1A. Finally, if the Funds have any ongoing arrangements to disclose
portfolio holdings information to any third parties, please specifically
identify any such parties and provide the disclosure required by Item 11(f)(2)
of Form N-1A.

      Response: Exchange traded funds are designed to be fully transparent to
      the market in order to facilitate efficient creation and redemption of
      fund shares and a variety of investment and trading strategies. Given the
      unique structure of exchange traded funds, and consistent with the
      portfolio holdings disclosure policies of other exchange traded funds,
      each Fund intends to make publicly available its portfolio holdings on
      days which it is open for business. The Funds will make the portfolio
      composition files used in connection with creation and redemption
      transactions available on a daily basis through the facilities of the
      National Securities Clearing Corporation and to the Funds' calculation
      agent (the entity that calculates and disseminates the estimated intra-day
      portfolio value of each Fund and also calculates and disseminates each
      Index). The Funds will also publish on the Funds' website on a daily basis
      each Fund's portfolio holdings as of the end of the prior business day.
      The Trust notes that this approach is also consistent with the
      Commission's recognition that portfolio transparency is a significant
      factor in the effectiveness of the exchange traded fund arbitrage
      mechanism(2). Thus, the Portfolio Holding Disclosure Policies and
      Procedures (the "Procedures") adopted by the Board do not place any
      conditions or restrictions on the use of portfolio holdings information
      that is publicly disclosed, such as a requirement that the information be
      kept confidential or

- ----------
(2) SEC Concept Release: Actively Managed Exchanged Traded Funds, Rel. No.
IC-25258; File No. S7-20-01, dated November 8, 2001, at page 10.


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Page 10


      prohibit trading on such information, nor do the Procedures contemplate
      any monitoring of such information once it is publicly disclosed.

      The Funds recognize and intend that investors will have access to the
      portfolio composition and holdings of each Fund on a daily basis. Based on
      the experience of other exchange traded funds with substantially similar
      policies, the Funds believe that (a) frequent disclosure of a Fund's
      portfolio holdings would be unlikely to lead to "front running" (where
      other persons would trade ahead of the Fund and the investors assembling
      the deposit securities for Creation Units), and (b) the frequent
      disclosures of a Fund's portfolio holdings would not lead to "free riding"
      (where other persons mirror the Fund's investment strategies without
      paying the Fund's advisory fees). The Funds expect that disclosure of such
      information will be used also by fund analysts, fund evaluation services,
      financial planners and advisers and broker dealers, among others, and will
      enhance general market knowledge about each Fund's holdings, thereby
      facilitating efficient creation and redemption activity and minimizing the
      likelihood that Fund shares will trade with sustained premiums or
      discounts. In no event will intraday trading information about the Funds'
      investment portfolios be disclosed. The Board believes that the Procedures
      are in the best interests of each Fund's shareholders.

      Although the Funds do not intend to do so, in order to preserve
      flexibility to respond to unforseen circumstances, the Funds' chief
      compliance officer and the head of the Advisor's legal department are the
      only persons who may authorize the disclosure of a Fund's portfolio
      holdings in a manner other than as set forth above.

      As noted above, the only ongoing arrangements the Funds' have to disclose
      their portfolio holdings are to make their portfolio composition files
      available on a daily basis through the facilities of the National
      Securities Clearing Corporation and to the Funds' calculation agent and to
      disclose portfolio holdings on the Funds' website. The Funds do not
      receive any compensation or other consideration in exchange for disclosing
      their portfolio composition files and holdings on a daily basis.

      In light of the foregoing, the Funds do not believe that any changes to
      the referenced disclosure, which is consistent with consistent the
      disclosure of other exchange traded funds, is required.

14. Comment: (SAI/ Portfolio Holding Disclosure Policies and Procedures - Online
    Disclosure of Ten Largest Stock Holdings)

The first sentence states that each Fund intends to disclose its complete
portfolio holdings and its ten largest stock portfolio holdings and the
percentages that each of these ten largest stock portfolio holdings represent of
the Fund's total assets as of the close of the prior business online at
wisdomtree.com. The underlined text does not make sense, please revise.

      Response: The referenced disclosure has been revised.



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May 25, 2006
Page 11


15. Comment: (SAI/ Investment Limitations)

The last sentence of the first paragraph states that any subsequent change in
values, net assets, or other circumstances will not be considered when
determining whether the investment complies with the Fund's investment policies
and limitations. Please clarify that this statement does not apply to the Fund's
limitations on borrowing. See Section 18(f)(1) of the Investment Company Act.

      Response: The referenced disclosure has been revised.

16. Comment: (SAI/ Portfolio Managers)

The first sentence of the second paragraph describes the other registered
investment companies and pooled investment vehicles that Messrs. Zyla and Rose
manage jointly but does not identify whether either of these individuals manages
any other funds or accounts separately. If either Portfolio Manager manages any
additional funds or accounts separately, please also provide corresponding
disclosure for such funds or accounts in this section. See Item 15(a)(2) of Form
N-1A.

      Response: The referenced disclosure will be revised.

17. Comment: (SAI/Portfolio Manager Compensation)

The third paragraph states that Portfolio Managers for each Fund manage multiple
portfolios for multiple clients. Please provide a description of any material
conflicts of interest that may arise in connection with the Portfolio Managers'
management of the Funds' investments, on the one hand, and the investments of
the other funds and accounts, on the other. See Item 15(x)(4) of Form N-1A.

      Response: Registrant believes that the third paragraph under the heading
      "Portfolio Manager Compensation" does, in fact, comply with Item 15(a)(4)
      of Form N-1A. Registrant notes that the paragraph includes the following
      statements about potential conflicts:

      "A portfolio manager may place transactions on behalf of other accounts
      that are directly or indirectly contrary to investment decisions made on
      behalf of the Fund, or make investment decisions that are similar to those
      made for the Fund, both of which have the potential to adversely impact
      the Fund depending on market conditions. For example, a portfolio manager
      may purchase a security in one portfolio while appropriately selling that
      same security in another portfolio. In addition, some of these portfolios
      have fee structures that are or have the potential to be higher than the
      advisory fees paid by the Fund. However, the compensation structure for
      portfolio managers generally does not provide any incentive to favor one
      account over another because that part of a manager's bonus based on
      performance is not based on the performance of one account to the
      exclusion of others."




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Page 12


18. Comment: (General Comments)

      We note that portions of the filing are incomplete. We may have additional
      comments on such portions when you complete them in a pre-effective
      amendment, on disclosures made in response to this letter, on information
      supplied supple mentally, or on exhibits added in any pre - effective
      amendments.

      Response: Registrant acknowledges that the staff may have additional
      comments.

19. Comment: (General Comments)

      If you intend to omit certain information from the form of prospectus
      included with the registration statement that is declared effective in
      reliance on Rule 430A under the Securities Act, please identify the
      omitted information to us supplementally, preferably before filing the
      final pre-effective amendment.

      Response: Registrant does not expect to rely upon Rule 430A.

20. Comment: (General Comments)

      Please advise us if you have submitted or expect to submit an exemptive
      application or no-action request in connection with your registration
      statement.

      Response: Registrant filed an amended exemptive application with the
      Commission on April 19, 2006. Notice of the Registrant's exemptive
      application was published in the Federal Register on May 18, 2006. See
      Release IC-27324.

21. Comment: (General Comments)

      Response to this letter should be in the form of a pre-effective amendment
      filed pursuant to Rule 472 under the Securities Act. Where no change will
      be made in the filing in response to a comment, please indicate this fact
      in a supplemental letter and briefly state the basis for your position.

      Response: A pre-effective amendment to the Registration Statement was
      filed on May 25, 2006.

22. Comment: (General Comments)

      We urge all persons who are responsible for the accuracy and adequacy of
      the disclosure in the filings reviewed by the staff to be certain that
      they have provided all information



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May 25, 2006
Page 13


      investors require for an informed decision. Since the Trust and its
      management are in possession of all facts relating to the Trust's
      disclosure, they are responsible for the accuracy and adequacy of the
      disclosures they have made.

      Response: Registrant and its management acknowledge their
      responsibilities.

                                    * * * * *

      It is anticipated that the Trust will seek effectiveness of the
Registration Statement, as amended, on June 9, 2006. The Trust will in
connection therewith make the requested representations and file the necessary
acceleration request.

      If you have any further comments or questions regarding this response,
please contact A. Michael Primo at (212) 536-4852 or Robert J. Borzone, Jr. at
(212) 536-4029. Thank you for your attention to this matter.




                                   Very truly,

                                   /s/ A. Michael Primo
                                   A. Michael Primo