UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
NAME OF ISSUER: WisdomTree Europe SmallCap Div ETF
TITLE OF CLASS OF SECURITIES: Exchange Traded Fund
CUSIP NUMBER: 97717W869
DATE OF EVENT WHICH REQUIRES FIILNG OF THIS STATEMENT: July 31, 2007
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be 'filed' for the purpose of Section 18 of the Securities
Exchange Act of 1934 ('Act') or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP NO. 97717W869
(1) Names of Reporting Persons The Bank of New York Mellon Corporation
IRS Identification Nos. Of Above Person IRS No. 13-2614959
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( )
(3) SEC use only
(4) Citizenship or Place of Organization New York
Number of Shares (5) Sole Voting Power 0
Beneficially
Owned by Each (6) Shared Voting Power 0
Reporting Person
With (7) Sole Dispositive Power 0
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 0
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 0%
(12) Type of Reporting Person (See Instructions) HC
CUSIP NO. 97717W869
(1) Names of Reporting Persons The Bank of New York
IRS Identification Nos. Of Above Person IRS No. 13-5160382
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( )
(3) SEC use only
(4) Citizenship or Place of Organization New York
Number of Shares (5) Sole Voting Power 0
Beneficially
Owned by Each (6) Shared Voting Power 0
Reporting Person
With (7) Sole Dispositive Power 0
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 0
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 0%
(12) Type of Reporting Person (See Instructions) BK
SCHEDULE 13G
Item 1(a) Name of Issuer: WisdomTree Europe SmallCap Div ETF
Item 1(b) Address of Issuer's Principal Executive Offices:
48 Wall Street
New York, New York 10005
Item 2(a) Name of Person Filing: The Bank of New York Mellon Corporation
and any other reporting person(s)
identified on the second part of the
cover page(s) and Exhibit I.
Item 2(b) Address of Principal Business Office, or if None, Residence:
c/o The Bank of New York Mellon Corporation
One Wall Street, 31st Floor
New York, New York 10286
(for all reporting persons)
Item 2(c) Citizenship: See cover page(s) and Exhibit I.
Item 2(d) Title of Class of Securities: Exchange Traded Funds
Item 2(e) CUSIP Number: 97717W869
Item 3 See Item 12 of cover page(s) ("Type of Reporting
Person") for each reporting person.
Symbol Category
BD = Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934
BK = Bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934
IV = Investment Company registered under Section 8 of the
Investment Company Act of 1940
IA = Investment Advisor registered under Section 203 of the
Investment Advisors Act of 1940
EP = Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
Section 240.13-d(1)(b)(1)(ii)(F)
HC = Parent Holding Company, in accordance with Section
240.13-d(1)(b)(1)(ii)(G)
Item 4 Ownership: See Item 5 through 9 and 11 of cover page(s)
as to each reporting person.
The amount beneficially owned includes, where appropriate, securities
not outstanding which are subject to options, warrants, rights or
conversion privileges that are exercisable within 60 days. The securities
reported herein as beneficially owned may exclude securities of the issuer
with respect to which voting and/or dispositive power is exercised by
subsidiaries of The Bank of New York Mellon Corporation, or departments or
units thereof, independently from the exercise of those powers over the
securities reported herein. See SEC Release No. 34-39538 (January 12, 1998).
The filing of this Schedule 13G shall not be construed as an admission
that The Bank of New York Mellon Corporation, or its direct or indirect
subsidiaries, including The Bank of New York and Mellon Bank, N.A., are for
the purposes of Section 13(d) or 13(g) of the Act, the beneficial owners of
any securities covered by this Schedule 13G.
The following information applies if checked: ( ) Mellon Bank, N.A. and/or
( ) The Bank of New York Trust Company is/are the trustee of the issuer's
employee benefit plan (the "Plan"), which is subject to ERISA. The securities
reported include all shares held of record by such reporting person(s) as
trustee of the Plan which have not been allocated to the individual accounts
of employee participants in the Plan. The reporting person, however,
disclaims beneficial ownership of all shares that have been allocated to the
individual accounts of employee participants in the Plan for which directions
have been received and followed.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ( X )
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
All of the securities are beneficially owned by The Bank of New York Mellon
Corporation and its direct or indirect subsidiaries in their various
fiduciary capacities. As a result, another entity in every instance
is entitled to dividends or proceeds of sale. The number of
individual accounts holding an interest of 5% or more is ( )
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported by the Parent Holding Company:
See Exhibit I.
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for
the purpose of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired and are
not held in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct. This filing is signed by The Bank of New York
Mellon Corporation on behalf of all reporting entities pursuant to Rule
13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934,
as amended.
Date: August 19, 2007
THE BANK OF NEW YORK MELLON CORPORATION
By: /s/ DAVID BELSTERLING
--------------------------
David Belsterling
First Vice President
Attorney-In-Fact for
The Bank of New York Mellon Corporation
EXHIBIT I
The shares reported on the attached Schedule 13G are beneficially owned by the
following direct or indirect subsidiaries of The Bank of New York Mellon
Corporation, as marked (X):
(A) The Item 3 classification of each of the subsidiaries listed below is
"Item 3(b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)"
( ) The Bank of New York (parent holding company of Estabrook Capital
Management LLC; Gannett, Welsh & Kotler LLC)
( ) The Bank of New York Trust Company, N.A.
( ) The Dreyfus Trust Company
( ) Mellon Bank, N.A. (parent holding company of The Dreyfus Corporation;
Laurel Capital Advisors LLP; Mellon Trust of Delaware, N.A.)
( ) Mellon Private Trust Company, N.A.
( ) Mellon Trust of California
( ) Mellon Trust of Delaware, N.A.
( ) Mellon Trust of New England, N.A.
( ) Mellon Trust of New York LLC
( ) Mellon Trust of Washington
(B) The Item 3 classification of each of the subsidiaries listed below is
"Item 3(e) An Investment Adviser in accordance with Section 240.13d-1
(b)(1)(ii)(E)"
( ) The Boston Company Asset Management LLC
( ) Boston Safe Advisors, Inc.
( ) The Dreyfus Corporation (parent holding company of MBSC Securities
Corporation)
( ) Estabrook Capital Management LLC
( ) Founders Asset Management LLC
( ) Franklin Portfolio Associates LLC
( ) Gannett, Welsh & Kotler LLC
( ) Laurel Capital Advisors LLP
( ) MBSC Securities Corporation (parent holding company of Founders
Asset Management LLC)
( ) Mellon Capital Management Corporation
( ) Mellon Equity Associates LLP
( ) Mellon Global Investments Limited
( ) Newton Capital Management Limited
( ) Newton Investment Management Limited
( ) Standish Mellon Asset Management Company LLC
( ) Urdang Securities Management, Inc.
( ) Walter Scott & Partners Limited
(C) The Item 3 classification of each of the subsidiaries listed below is
"Item 3(g) A Parent Holding Company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G)"
( ) The Bank of New York Mellon Corporation
( ) The Boston Company Holding LLC (parent holding company of Mellon
Private Trust Company, N.A.; Mellon Trust of California; Mellon
Trust of New York LLC; Mellon Trust of Washington)
( ) MAM (DE) Trust (parent holding company of MAM (MA) Holding Trust)
( ) MAM (MA) Holding Trust (parent holding company of Boston Safe
Advisors, Inc.; Franklin Portfolio Associates LLC; Mellon Equity
Associates LLP; Standish Mellon Asset Management Company LLC; The
Boston Company Asset Management LLC)
( ) MBC Investments Corporation (parent holding company of The Dreyfus Trust
Company; Mellon Capital Management Corporation; Neptune LLC)
( ) Mellon International Holding S.AR.L (parent holding company of
Mellon International Limited)
( ) Mellon International Limited (parent holding company of Newton Management
Limited; Walter Scott & Partners Limited)
( ) MMIP, LLC (parent holding company of Laurel Capital Advisors LLP; Mellon
Equity Associates LLP)
( ) Neptune LLC (parent holding company of Mellon International Holding
S.AR.L)
( ) Newton Management Limited (parent holding company of Newton Capital
Management Limited; Newton Investment Management Limited)
NOTE: ALL OF THE LEGAL ENTITIES LISTED UNDER (A) AND (B) ABOVE ARE DIRECT OR
INDIRECT SUBSIDIARIES OF THE BANK OF NEW YORK MELLON CORPORATION. BENEFICIAL
OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS BY ANY ONE OF THE SUBSIDIARIES
OR INTERMEDIATE PARENT HOLDING COMPANIES LISTED ABOVE IS REPORTED ON A JOINT
REPORTING PERSON PAGE FOR THAT SUBSIDIARY ON THE ATTACHED SCHEDULE 13G AND IS
INCORPORATED IN THE TOTAL PERCENT OF CLASS REPORTED ON THE BANK OF NEW YORK
MELLON CORPORATION'S REPORTING PERSON PAGE. (DO NOT ADD THE SHARES OR PERCENT
OF CLASS REPORTED ON EACH JOINT REPORTING PERSON PAGE ON THE ATTACHED SCHEDULE
13G TO DETERMINE THE TOTAL PERCENT OF CLASS FOR THE BANK OF NEW YORK MELLON
CORPORATION).
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned (each a
'Company') does hereby make, constitute and appoint each of David M. Belsterling
and Andrew M. Kresl (and any other employee of The Bank of New York Mellon
Corporation, or one of its affiliates, designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf, whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), with respect to securities which may be deemed to be
beneficially owned by the Company or under the Company's investment discretion
under the Exchange Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by a Company or until such time as the person or persons to
whom power of attorney has been hereby granted cease(s) to be an employee of
The Bank of New York Mellon Corporation or one of its affiliates.
THIS POWER OF ATTORNEY may be executed in any number of counterparts all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has duly subscribed these presents
effective as of August 1, 2007.
THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK
CORPORATION
By: /s/ Ronald P. O'Hanley By: /s/ Bruce W. Van Saun
---------------------- ---------------------
Ronald P. O'Hanley Bruce W. Van Saun
Vice Chairman Vice Chairman & Chief Financial
Officer
THE BANK OF NEW YORK TRUST ESTABROOK CAPITAL MANAGEMENT LLC
COMPANY, N.A.
By: /s/ Michael K. Klugman By: /s/ William C. McClean III
---------------------- --------------------
Michael K. Klugman William C. McClean III
President President
GANNETT, WELSH & KOTLER LLC URDANG SECURITIES MANAGEMENT, INC.
By: /s/ Thomas Williams Roberts III By: /s/ Richard J. Ferst
------------------------------- --------------------
Thomas Williams Roberts III Richard J. Ferst
Co-President & President & Chief Operating Officer
Chief Compliance Officer
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended (the 'Exchange Act'), each undersigned entity (each a 'Company')
hereby agrees to any and all joint filings required to be made on the Company's
behalf on Schedule 13G (including amendments thereto) under the Exchange Act,
with respect to securities which may be deemed to be beneficially owned by the
Company under the Exchange Act, and that this Agreement be included as an
Exhibit to any such joint filing. This Agreement may be executed in any number
of counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective
this 1st day of August, 2007.
THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK
CORPORATION
By: /s/ Ronald P. O'Hanley By: /s/ Bruce W. Van Saun
---------------------- ---------------------
Ronald P. O'Hanley Bruce W. Van Saun
Vice Chairman Vice Chairman & Chief Financial
Officer
THE BANK OF NEW YORK TRUST ESTABROOK CAPITAL MANAGEMENT LLC
COMPANY, N.A.
By: /s/ Michael K. Klugman By: /s/ William C. McClean III
---------------------- --------------------
Michael K. Klugman William C. McClean III
President President
GANNETT, WELSH & KOTLER LLC URDANG SECURITIES MANAGEMENT, INC.
By: /s/ Thomas Williams Roberts III By: /s/ Richard J. Ferst
------------------------------- --------------------
Thomas Williams Roberts III Richard J. Ferst
Co-President & President & Chief Operating Officer
Chief Compliance Officer