Exhibit (d)(7)
Execution Copy
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this day of this 19th day of February, 2008,
between WisdomTree Asset Management, Inc. (the "Adviser") and WisdomTree India
Investment Portfolio, Inc. (the "Portfolio"), a private company limited by
shares incorporated in the Republic of Mauritius.
WHEREAS, the Adviser is principally engaged in the business of
rendering investment management services and is registered as an investment
adviser under the U.S. Investment Advisers Act of 1940, as amended (the
"Advisers Act"); and
WHEREAS, the Portfolio is engaged in the business of investing and
reinvesting its assets in securities listed and traded in India; and
WHEREAS, the Board of Directors of the Portfolio desires to appoint the
Adviser to serve as the investment adviser to the Portfolio;
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Appointment of the Adviser
The Portfolio hereby appoints the Adviser to act as investment adviser
for the period and on terms set forth herein. The Adviser accepts such
appointment and agrees to render such services as described herein. The Adviser
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided for or authorized, in this Agreement or another writing by
the Portfolio and the Adviser, have no authority to act for or represent the
Portfolio in any way or otherwise be deemed an agent of the Portfolio.
2. Duties of the Adviser
(a) The Portfolio acknowledges and agrees that it is contemplated that the
Adviser will manage the investment operations and composition of the Portfolio
and render investment advice for the Fund. The Adviser may, at its own expense,
select and contract with one or more investment sub-advisers to manage the
investment operations and composition of the Portfolio. The services provided by
the Adviser or any such sub-adviser shall include: (i) furnishing continuously
an investment program for the Portfolio; (ii) managing the investment and
reinvestment of Portfolio assets; (iii) determining which investments shall be
purchased, held, sold or exchanged for the Portfolio and what portion, if any,
of the assets of the Portfolio shall be held uninvested; (iv) providing the
Portfolio with records concerning the activities that the Portfolio is required
to maintain; and (v) rendering reports to the Portfolio's officers and Board of
Directors of the Portfolio concerning the Adviser's discharge of the foregoing
responsibilities. The Adviser may enter into arrangements with its parent or
other persons affiliated or unaffiliated with the Adviser for the provision of
certain personnel and facilities to the Adviser to enable the Adviser to fulfill
its duties and obligations under this Agreement.
(b) The Adviser shall discharge the foregoing responsibilities subject to the
supervision and control of the Board of Directors of the Portfolio and in
compliance with such policies as the Directors may from time to time establish
and applicable laws and regulations.
3. Advisory Fees
The Portfolio shall not be required to pay an advisory fee to the
Adviser for the services to be provided by the Adviser hereunder so long as the
parent company of the Portfolio pays an advisory fee to the Adviser for managing
its assets.
4. Regulation
The Adviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
The Adviser consents to receive service of process in the Republic of Mauritius.
5. Provision of Certain Information by the Adviser
The Adviser will promptly notify the Portfolio in writing of the
occurrence of any of the following events:
(a) the Adviser fails to be registered as an investment adviser under the
Advisers Act or under the laws of any jurisdiction in which the Adviser is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement;
(b) the Adviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of the Portfolio; and
(c) the chief executive officer or parent company of the Adviser changes.
6. Limitation of Liability of the Adviser
Neither the Adviser nor its officers, directors, employees, agents,
affiliated persons or controlling persons or assigns shall be liable for any
error of judgment or mistake of law or for any loss suffered by the Portfolio or
its shareholders in connection with the matters to which this Agreement relates;
provided that no provision of this Agreement shall be deemed to protect the
Adviser against any liability to the Portfolio or its shareholders resulting
from any willful misfeasance, bad faith or gross negligence in the performance
of its duties or obligations hereunder, the reckless disregard of its duties or
obligations hereunder, or breach of its fiduciary duty to the Portfolio or its
shareholders.
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7. Force Majeure
Notwithstanding any other provision of this Agreement, the Adviser
shall not be liable for any loss suffered by the Portfolio or its shareholders
caused directly or indirectly by circumstances beyond the Adviser's reasonable
control including, without limitation, government restrictions, exchange or
market rulings, suspensions of trading, acts of civil or military authority,
national emergencies, labor difficulties, fires, earthquakes, floods or other
catastrophes, acts of God, wars, riots or failures of communication or power
supply. In the event of equipment breakdowns beyond its reasonable control, the
Adviser shall take reasonable steps to minimize service interruptions, but shall
have no liability with respect thereto.
8. Duration, Termination and Amendment
(a) Duration. This Agreement shall become effective on the date hereof. Unless
terminated in accordance with this Section 8, the Agreement shall remain in full
force and effect for two years from the date hereof. Subsequent to such initial
period of effectiveness, this Agreement shall continue in full force and effect
for periods of one year thereafter so long as such continuance is specifically
approved at least annually by either the Board of Directors of the Portfolio or
by vote of a majority of the outstanding voting securities of the Portfolio.
(b) Amendment. Any amendment to this Agreement that is material shall become
effective only upon approval of the Adviser and the Board of Directors of the
Portfolio.
11. Services Not Exclusive
The services of the Adviser to the Portfolio hereunder are not to be
deemed exclusive, and the Adviser shall be free to render similar services to
others (including other investment companies and to engage in other activities)
so long as its services hereunder are not impaired thereby.
12. Miscellaneous
(a) Notice. All notices and other communications given or made pursuant hereto
shall be in writing and shall be delivered personally or sent by registered or
certified mail (postage prepaid, return receipt requested), overnight courier or
facsimile. Any such notice shall be deemed given when so delivered personally,
or, if mailed, five (5) days after the date of deposit in the United States or,
if sent by overnight courier, on the next business day following deposit with
such courier or, if sent via facsimile transmission, on the day of transmission
provided telephonic confirmation of receipt is obtained promptly after
transmission and a confirming copy is sent via mail to the parties at the
following addresses:
If to Portfolio: WisdomTree India Investment Portfolio, Inc.
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Port Louis, Mauritius
Fax: (▇▇▇)▇▇▇▇▇▇▇
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If to Adviser: Legal Department
WisdomTree Asset Management, Inc.
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Fax: (▇▇▇)▇▇▇-▇▇▇▇
(b) Severability. Should any portion of this Agreement for any reason be held to
be void in law or in equity, the Agreement shall be construed, insofar as is
possible, as if such portion had never been contained herein.
(c) Applicable Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Delaware in the United States (without
giving effect to its conflict of law principles).
(d) Execution By Counterpart. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement.
(e) Survival After Termination. The rights and obligations set forth in Sections
6 and 12 shall survive the termination of this Agreement.
(g) Entire Agreement. This Agreement contains the entire understanding and
agreement of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed as of the date first set forth above.
WISDOMTREE INDIA INVESTMENT PORTFOLIO, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director
WISDOMTREE ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
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