Explanatory Notes to Form N-CEN Item C.17 (Principal Transactions)
The Registrant is providing the below information which it believes would be
helpful in understanding the information reported in response to Item C.17
(Principal Transactions) of this Form.
As indicated by the Form N-CEN instructions for Item C.17, the Registrant has
included the value of tender offers in the aggregate value of principal
purchase/sales during the period in Item C.17.b. However, because tender offer
principal transactions are not executed through a broker/dealer, this
information has been excluded from Item C.17.a. For purposes of reconciling
the value of principal transactions responses between Item C.17.a.vii and
Item C.17.b, the Registrant is including the value of tender offer principal
transactions below:
Sale
Proceeds from
Tender Offers
Fund Name
WisdomTree Emerging Markets ex-State-Owned Enterprises Fund.....191,402.31
WisdomTree Emerging Markets Multifactor Fund........................447.18
WisdomTree Emerging Markets Quality Dividend Growth Fund.........60,086.50
WisdomTree Emerging Markets SmallCap Dividend Fund............5,712,672.41
WisdomTree Europe Hedged SmallCap Equity Fund...................251,422.60
WisdomTree Europe SmallCap Dividend Fund......................1,143,808.41
WisdomTree Global ex-U.S. Quality Dividend Growth Fund...........70,405.62
WisdomTree India Earnings Fund................................2,676,819.09
WisdomTree International Equity Fund............................294,422.32
WisdomTree International High Dividend Fund.....................328,452.23
WisdomTree International MidCap Dividend Fund...................175,467.79
WisdomTree International SmallCap Dividend Fund...............3,030,682.32
WisdomTree Japan Hedged SmallCap Equity Fund....................216,734.08
WisdomTree Japan SmallCap Dividend Fund.......................1,159,857.44
WisdomTree U.S. SmallCap Dividend Fund........................3,562,034.00
WisdomTree U.S. SmallCap Fund.................................2,570,613.00
WisdomTree U.S. SmallCap Quality Dividend Growth Fund...........679,572.00
Report of Independent Registered Public Accounting Firm
To the Shareholders and
Board of Trustees of WisdomTree Trust
In planning and performing our audits of the financial statements of WisdomTree China ex-State-Owned Enterprises Fund, WisdomTree Emerging Markets ex-State-Owned Enterprises Fund, WisdomTree Emerging Markets High Dividend Fund, WisdomTree Emerging Markets Multifactor Fund, WisdomTree Emerging Markets Quality Dividend Growth Fund, WisdomTree Emerging Markets SmallCap Dividend Fund, WisdomTree Europe Hedged Equity Fund, WisdomTree Europe Hedged SmallCap Equity Fund, WisdomTree Europe Quality Dividend Growth Fund, WisdomTree Europe SmallCap Dividend Fund, WisdomTree Global ex-U.S. Quality Dividend Growth Fund, WisdomTree Global High Dividend Fund, WisdomTree India Earnings Fund, WisdomTree International AI Enhanced Value Fund, WisdomTree International Equity Fund, WisdomTree International Hedged Quality Dividend Growth Fund, WisdomTree International High Dividend Fund, WisdomTree International LargeCap Dividend Fund, WisdomTree International MidCap Dividend Fund, WisdomTree International Multifactor Fund, WisdomTree International Quality Dividend Growth Fund, WisdomTree International SmallCap Dividend Fund, WisdomTree Japan Hedged Equity Fund, WisdomTree Japan Hedged SmallCap Equity Fund, WisdomTree Japan SmallCap Dividend Fund, WisdomTree New Economy Real Estate Fund, WisdomTree U.S. AI Enhanced Value Fund, WisdomTree U.S. High Dividend Fund, WisdomTree U.S. LargeCap Dividend Fund, WisdomTree U.S. LargeCap Fund, WisdomTree U.S. MidCap Dividend Fund, WisdomTree U.S. MidCap Fund, WisdomTree U.S. MidCap Quality Growth Fund, WisdomTree U.S. Multifactor Fund, WisdomTree U.S. Quality Dividend Growth Fund, WisdomTree U.S. Quality Growth Fund, WisdomTree U.S. SmallCap Dividend Fund, WisdomTree U.S. SmallCap Fund, WisdomTree U.S. SmallCap Quality Dividend Growth Fund, WisdomTree U.S. SmallCap Quality Growth Fund, WisdomTree U.S. Total Dividend Fund, and WisdomTree U.S. Value Fund, (forty-two of the funds constituting WisdomTree Trust (the “Trust”)) as of and for the periods ended March 31, 2024, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Trust’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Trust’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Trust’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Trust’s internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of March 31, 2024.
This report is intended solely for the information and use of management and the Board of Trustees of WisdomTree Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ Ernst & Young LLP
New York, New York
May 30, 2024