ADVISORY FEE WAIVER AGREEMENT
Exhibit 99.(d)(8)
AGREEMENT made as of March 11, 2025 (the “Effective Date”), by and between WisdomTree Asset Management, Inc. (“WTAM”) and WisdomTree Trust, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust (each, a “Fund”).
WHEREAS, WTAM serves as investment adviser to each Fund pursuant to an Investment Advisory Agreement with the Trust (“Management Agreement”) pursuant to which WTAM is entitled to a fee in exchange for providing advisory and other services to each Fund, and for paying all Fund expenses except those specifically excluded therein (the “Management Fee”); and
WHEREAS, pursuant to the Trust’s Guidelines for Investment of Cash Collateral relating to Securities Lending Procedures, as adopted on October 9, 2024, certain of the Funds intend to, from time to time, invest the cash collateral from securities lending in the WisdomTree Government Digital Money Market Fund, a series of the WisdomTree Digital Trust, which is managed by WisdomTree Digital Management, Inc., a registered investment adviser and affiliate of WTAM (the “Digital Money Fund”); and
WHEREAS, Digital Money Fund has an expense ratio of 0.25% of the Fund’s net assets, calculated daily and paid monthly; and
WHEREAS, WTAM has determined that it is appropriate and in the best interests of each Fund to waive a portion of each Fund’s Management Fee as described herein (the “Management Fee Waiver”); and
WHEREAS, WTAM and the Trust expect to identify certain of the Funds that invest in the Digital Money Fund in Schedule A hereto, and WTAM and the Trust intend for the terms of this Agreement to apply to any Fund that invests in the Digital Money Fund regardless of whether it is identified in Schedule A hereto.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:
1. Management Fee Waiver. For the term of this Agreement, WTAM agrees to reduce the Management Fee to be paid by a Fund for that portion of the Fund’s assets invested in the Digital Money Fund by the amount necessary to reduce the net expense ratio of the Digital Money Fund to an effective rate of 0.09%.
2. Duration and Termination. The initial term of this Agreement is one year from the Effective Date. Thereafter, this Agreement will automatically renew for one-year terms, unless WTAM provides notice to a Fund of the termination of the Agreement, which notice must be received by the Trust at least 60 days prior to the end of the then-current term. A Fund’s Board of Trustees may terminate this Agreement at any time. This Agreement will terminate automatically with respect to a Fund if (i) WTAM no longer serves as investment adviser to the Fund, or (ii) in the event of its “assignment” as defined in the Investment Company Act of 1940 (“1940 Act”). The termination of this Agreement with respect to any one Fund will not cause its termination with respect to any other Fund.
3. Amendment. This Agreement may not be amended except by a writing signed by the parties; provided, however, that the modification of the information contained in Schedule A hereto will not be considered an amendment to the terms of this Agreement requiring a writing signed by both parties.
4. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware (without giving effect to its conflict of law principles) and the applicable provisions of the 1940 Act. To the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.
5. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.
| WISDOMTREE TRUST | WISDOMTREE ASSET MANAGEMENT, INC. | |||
| By: | /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ▇▇▇▇▇▇ ▇▇▇▇ | |||
| President | Chief Operating Officer | |||
SCHEDULE A
| List of Funds | Ticker |
| WisdomTree Interest Rate Hedged U.S. Aggregate Bond Fund | AGZD |
| WisdomTree U.S. SmallCap Fund | EES |
| WisdomTree U.S. Total Dividend Fund | DTD |
| WisdomTree U.S. SmallCap Dividend Fund | DES |
| WisdomTree U.S. MidCap Fund | EZM |
| WisdomTree U.S. Efficient Core Fund | NTSX |
| WisdomTree U.S. LargeCap Fund | EPS |
| WisdomTree U.S. High Dividend Fund | DHS |
| WisdomTree U.S. SmallCap Quality Growth Fund | QSML |
| WisdomTree U.S. MidCap Dividend Fund | DON |
| WisdomTree U.S. LargeCap Dividend Fund | DLN |
| WisdomTree U.S. Quality Dividend Growth Fund | DGRW |
| WisdomTree U.S. SmallCap Quality Dividend Growth Fund | DGRS |
| WisdomTree U.S. Multifactor Fund | USMF |
| WisdomTree U.S. Value Fund | WTV |
| WisdomTree U.S. MidCap Quality Growth Fund | QMID |
| WisdomTree U.S. Quality Growth Fund | QGRW |
| WisdomTree 1-3 Year Laddered Treasury Fund | USSH |
| WisdomTree 7-10 Year Laddered Treasury Fund | USIN |
| WisdomTree ▇▇▇▇▇▇ Total Return Fund | WTBN |
| WisdomTree Floating Rate Treasury Fund | USFR |
| WisdomTree Efficient Gold Plus Equity Strategy Fund | GDE |
| WisdomTree International Efficient Core Fund | NTSI |
| WisdomTree Emerging Markets Efficient Core Fund | NTSE |
| WisdomTree Efficient Gold Plus Gold Miners Strategy Fund | GDMN |
| WisdomTree Yield Enhanced U.S. Aggregate Bond Fund | AGGY |
| WisdomTree Bloomberg U.S. Dollar Bullish Fund | USDU |
| WisdomTree Emerging Currency Strategy Fund | CEW |
| WisdomTree Managed Futures Strategy Fund | WTMF |
| 1 |
| WisdomTree Target Range Fund | GTR |
| WisdomTree PutWrite Strategy Fund | PUTW |
| WisdomTree Enhanced Commodity Strategy Fund | GCC |
| WisdomTree Yield Enhanced U.S. Short-Term Aggregate Bond Fund | SHAG |
| WisdomTree U.S. Corporate Bond Fund | QIG |
| WisdomTree U.S. High Yield Corporate Bond Fund | QHY |
| WisdomTree Interest Rate Hedged High Yield Bond Fund | HYZD |
| WisdomTree U.S. Short-Term Corporate Bond Fund | QSIG |
| WisdomTree Emerging Markets Corporate Bond Fund | EMCB |
| WisdomTree Voya Yield Enhanced USD Universal Bond Fund | UNIY |
| WisdomTree Mortgage Plus Bond Fund | MTGP |
| WisdomTree U.S. AI Enhanced Value Fund | AIVL |
| WisdomTree International AI Enhanced Value Fund | AIVI |
| WisdomTree International Equity Fund | DWM |
| WisdomTree Dynamic Currency Hedged International Equity Fund | DDWM |
| WisdomTree Emerging Markets SmallCap Dividend Fund | DGS |
| WisdomTree Dynamic Currency Hedged International SmallCap Equity Fund | DDLS |
| WisdomTree International SmallCap Dividend Fund | DLS |
| WisdomTree Japan SmallCap Dividend Fund | DFJ |
| WisdomTree Japan Hedged SmallCap Equity Fund | DXJS |
| WisdomTree Emerging Markets ex-State-Owned Enterprises Fund | XSOE |
| WisdomTree Global High Dividend Fund | DEW |
| WisdomTree Emerging Markets ex-China Fund | XC |
| WisdomTree International MidCap Dividend Fund | DIM |
| WisdomTree International High Dividend Fund | DTH |
| WisdomTree Emerging Markets High Dividend Fund | DEM |
| WisdomTree Japan Hedged Equity Fund | DXJ |
| WisdomTree Global ex-U.S. Quality Dividend Growth Fund | DNL |
| WisdomTree Emerging Markets Quality Dividend Growth Fund | DGRE |
| WisdomTree Europe SmallCap Dividend Fund | DFE |
| WisdomTree International LargeCap Dividend Fund | DOL |
| WisdomTree International Hedged Quality Dividend Growth Fund | IHDG |
| WisdomTree International Quality Dividend Growth Fund | IQDG |
| WisdomTree Europe Hedged SmallCap Equity Fund | EUSC |
| WisdomTree Emerging Markets Multifactor Fund | EMMF |
| WisdomTree Europe Quality Dividend Growth Fund | EUDG |
| WisdomTree International Multifactor Fund | DWMF |
| WisdomTree China ex-State-Owned Enterprises Fund | CXSE |
| WisdomTree Europe Hedged Equity Fund | HEDJ |
| WisdomTree Battery Value Chain and Innovation Fund | WBAT |
| WisdomTree BioRevolution Fund | WDNA |
| WisdomTree Artificial Intelligence and Innovation Fund | WTAI |
| 2 |
| WisdomTree Cloud Computing Fund | WCLD |
| WisdomTree New Economy Real Estate Fund | WTRE |
| WisdomTree Alternative Income Fund | HYIN |
| WisdomTree Cybersecurity Fund | WCBR |
| WisdomTree Emerging Markets Local Debt Fund | ELD |
| WisdomTree Interest Rate Hedged U.S. Aggregate Bond Fund | AGZD |
| WisdomTree U.S. SmallCap Fund | EES |
| WisdomTree U.S. Total Dividend Fund | DTD |
| WisdomTree U.S. SmallCap Dividend Fund | DES |
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