8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2020

WISDOMTREE CONTINUOUS COMMODITY

INDEX FUND

(Registrant)

(Exact name of registrant as specified in its charter)

WISDOMTREE CONTINUOUS COMMODITY

INDEX MASTER FUND

(Rule 140 Co-Registrant)

(Exact name of registrant as specified in its charter)

Delaware	26-0151234 (Registrant)
(State or other jurisdiction of incorporation)	26-0151301 (Co-Registrant) (IRS Employer Identification Number)
c/o WisdomTree Commodity Services, LLC 245 Park Avenue 35th Floor New York, NY (Address of Principal Executive Offices)	10167 (Zip Code)
001-33908 001-33909 (Commission File Number)
1-866-909-9473 (Registrants’ telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Shares	GCC	NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act of 1934, as amended.  ☐

Item 8.01 Other Events.

WisdomTree Continuous Commodity Index Fund (the “Fund”) has filed a prospectus supplement dated July 21, 2020 (the “Prospectus Supplement”) to its prospectus dated October 25, 2019 relating to a continuous offering of 61,000,000 shares representing units of fractional undivided beneficial interest in and ownership of the Fund. The Prospectus Supplement, which relates to a proposed reorganization of the Fund, is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Prospectus Supplement dated July 21, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WISDOMTREE CONTINUOUS COMMODITY INDEX FUND
By: WisdomTree Commodity Services, LLC, its Managing Owner
By:	/s/ Jeremy Schwartz
	Name: Jeremy Schwartz
	Title:   President and Chief Executive Officer
WISDOMTREE CONTINUOUS COMMODITY INDEX MASTER FUND
By: WisdomTree Commodity Services, LLC, its Managing Owner
By:	/s/ Jeremy Schwartz
	Name: Jeremy Schwartz
	Title:   President and Chief Executive Officer

Date: July 21, 2020

EX-99.1

Exhibit 99.1

Filed Pursuant to Rule 424(b)(3)

File No. 333-233919

333-233919-01

WisdomTree Continuous Commodity Index Fund

61,000,000 Common Units of Beneficial Interest

This prospectus supplement dated July 21, 2020 is to the prospectus of WisdomTree Continuous Commodity Index Fund (the “Fund”) dated October 25, 2019, which relates to a continuous offering of 61,000,000 Shares representing units of fractional undivided beneficial interest in and ownership of the Fund. This prospectus supplement, which relates to a potential reorganization of the Fund, should be read in its entirety in conjunction with the prospectus, and kept together with your prospectus for future reference.

Investing in the Shares involves significant risk. See “Risk Factors” beginning on Page 9 of the prospectus. The Fund is not a mutual fund registered under the Investment Company Act of 1940, as amended, and is not subject to regulation thereunder.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION, NOR ANY STATE OR FOREIGN SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS SUPPLEMENT, OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

Proposed Reorganization

WisdomTree Commodity Services, LLC (the “Managing Owner”), on behalf of the Fund, plans to enter into an Agreement and Plan of Reorganization (the “Plan”) providing for the reorganization (the “Reorganization”) of the Fund into and with the WisdomTree Enhanced Commodity Strategy Fund (the “Acquiring Fund”), a newly created series of WisdomTree Trust (the “Trust”). The terms of the proposed Plan, information about the Reorganization, including the reasons for the Reorganization, and information about the Acquiring Fund, will be contained in a combined proxy statement/prospectus (the “Proxy Statement/Prospectus”) with respect to a special meeting of shareholders expected to be called for the purpose of asking the Fund’s shareholders to approve the Plan. The Proxy Statement/Prospectus is expected to be mailed in September 2020 to the Fund’s shareholders as of August 14, 2020. If the Fund’s shareholders approve the Plan, the Reorganization is expected to be completed as soon as practicable thereafter.

Completion of the Reorganization would be subject to certain conditions including approval by the Fund’s shareholders. If approved by the Fund’s shareholders and upon effectiveness of the Plan, it is anticipated that each of the Fund’s shareholders would receive shares of the Acquiring Fund equivalent to the value of such shareholder’s Shares as of the closing date of the Reorganization determined in the manner detailed in the Plan and summarized in the Proxy Statement/Prospectus, in complete liquidation and dissolution of the Fund, and the Fund’s shareholders would no longer be shareholders of the Fund but would become shareholders of the Acquiring Fund.

The Fund is currently passively managed by the Managing Owner, a subsidiary of WisdomTree Investments, Inc. (“WTI”) and sub-advised by GreenHaven Advisors LLC. In contrast, the Acquiring Fund would be actively managed, advised by WisdomTree Asset Management, Inc. (“WisdomTree Asset Management”), an affiliate of the Managing Owner and subsidiary of WTI, and sub-advised by Mellon Investments Corporation. The Acquiring Fund

and the Fund are separate entities with, among other items, different investment objectives, investment strategies, fees and risks. The Fund provides investors with exposure to the daily change in the price of an index comprised of a portfolio of commodities, with a view to tracking the performance of the index over time, while the Acquiring Fund is anticipated to provide exposure to a portfolio of commodities through active management at a lower expense ratio. In addition, the Fund is a commodity pool whose securities are registered under the Securities Act of 1933, as amended (the “Securities Act”), while the Acquiring Fund will be an open-end management investment company whose securities would be registered under the Securities Act and which is a series fund of the Trust, which is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Acquiring Fund must comply with the requirements of the Investment Company Act, including, in particular, certain investment limitations pertaining to investments in instruments that are not securities and instruments that give rise to leverage, while the Fund is not required to comply with such requirements. In addition, while both the Fund and the Acquiring Fund are organized as Delaware statutory trusts, the Acquiring Fund is overseen by a Board of Trustees in contrast to the Fund where the exclusive management and control of all aspects of the Fund are vested in the Managing Owner.

Additional Information

In connection with the proposed Reorganization, the Acquiring Fund has filed a registration statement with the Securities and Exchange Commission (“SEC”). The registration statement includes a preliminary Proxy Statement/Prospectus. After the registration statement is declared effective, we will provide shareholders of the Fund with a copy of the definitive Proxy Statement/Prospectus, which will provide important comparative information about the Fund’s and Acquiring Fund’s respective objectives, strategies, risks, and fees and expenses. Investors should carefully read and consider the Proxy Statement/Prospectus before voting. Investors may obtain free copies of the Proxy Statement/Prospectus, and all other relevant documents filed with the SEC through the website maintained by the SEC at www.sec.gov. In addition, after the registration statement becomes effective, the definitive Proxy Statement/Prospectus will be available at www.wisdomtree.com.

The Managing Owner and WisdomTree Asset Management and their representatives may be deemed to be participants in the solicitation of proxies in connection with the Reorganization. Information regarding the participants in the solicitation is provided in the registration statement and will be provided in the definitive Proxy Statement/Prospectus.

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

YOU SHOULD RETAIN THIS SUPPLEMENT

WITH YOUR PROSPECTUS FOR FUTURE REFERENCE.