SUB-ADVISORY AGREEMENT
AGREEMENT, dated as of ____________, 2006 by and between WisdomTree Asset
Management, Inc. (the "Investment Adviser"), a Delaware corporation having its
principal office and place of business at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇, and BNY Investment Advisors (the "Sub-Adviser"), a separately
identifiable division of the Bank of New York, a New York state banking
corporation having its principal office and place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Investment Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended ("Advisers Act") or will
be so registered prior to the launch of any Fund (as defined below);
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement dated ______________, 2006 with WisdomTree Trust ("Trust") an
investment company registered under the Investment Company Act of 1940, as
amended ("Investment Company Act");
WHEREAS, the Sub-Adviser is registered as an investment adviser under the
Advisers Act;
WHEREAS, the Board of Trustees of the Trust and the Investment Adviser
desire to retain the Sub-Adviser to render investment advisory and other
services to the funds specified in Appendix A hereto, as amended from time to
time, each a series of the Trust (each a "Fund" and collectively, the "Funds"),
in the manner and on the terms hereinafter set forth;
WHEREAS, the Investment Adviser has the authority under the Investment
Advisory Agreement with the Trust to select sub-advisers for each Fund of the
Trust; and
WHEREAS, the Sub-Adviser is willing to furnish such services to the
Investment Adviser and each Fund;
NOW, THEREFORE, the Investment Adviser and the Sub-Adviser agree as
follows:
1. APPOINTMENT OF THE SUB-ADVISER
The Investment Adviser hereby appoints the Sub-Adviser to act as an
investment adviser for each Fund, subject to the supervision and oversight of
the Investment Adviser and the Trustees of the Trust, and in accordance with the
terms and conditions of this Agreement. The Sub-Adviser will be an independent
contractor and will have no authority to act for or represent the Trust or the
Investment Adviser in any way or otherwise be deemed an agent of the Trust or
the Investment Adviser except as expressly authorized in this Agreement or
another writing by the Trust, the Investment Adviser and the Sub-Adviser.
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2. ACCEPTANCE OF APPOINTMENT
The Sub-Adviser accepts that appointment and agrees to render the services
herein set forth, for the compensation herein provided.
The assets of each Fund will be maintained in the custody of a custodian
(who shall be identified by the Investment Adviser in writing). The Sub-Adviser
will not have custody of any securities, cash or other assets of the Fund and
will not be liable for any loss resulting from any act or omission of the
custodian other than acts or omissions arising in reliance on instructions of
the Sub-Adviser.
3. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE TRUST
A. As adviser to each Fund, the Sub-Adviser will coordinate the investment
and reinvestment of the assets of the Fund and determine the composition of the
assets of the Fund, in accordance with the terms of this Agreement, the Fund's
Prospectus and Statement of Additional Information and subject to the direction,
supervision and control of the Investment Adviser and the Trustees of the Trust.
B. As part of the services it will provide hereunder, the Sub-Adviser
will:
(i) formulate and implement a continuous investment program and
portfolio management compliance and reporting program for each Fund;
(ii) take whatever steps it deems necessary or advisable to
implement the investment program for each Fund by arranging for the
purchase and sale of securities and other investments;
(iii) keep the Trustees of the Trust and the Investment Adviser
fully informed on an ongoing basis of all material facts concerning the
investment and reinvestment of the assets of each Fund and the operations
of the Sub-Adviser, make regular and periodic special written reports of
such additional information concerning the same as may reasonably be
requested from time to time by the Investment Adviser or the Trustees of
the Trust, and attend meetings with the Investment Adviser and/or the
Trustees, as reasonably requested, to discuss the foregoing;
(iv) in accordance with procedures and methods established by the
Trustees of the Trust, which may be amended from time to time, promptly
notify the Investment Adviser or the Trustees of the Trust of securities
in a Fund for which fair valuation may be required or of significant
events that may require fair value pricing of all or a portion of a Fund's
portfolio, provide assistance in determining the fair value of all
securities and other investments/assets in the Fund, as necessary, and use
reasonable efforts to arrange for the provision of valuation information
or price(s) from party(ies) independent of the Sub-Adviser for each
security or other investment/asset in the Fund for which market prices are
not readily available; and
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(v) cooperate with and provide reasonable assistance to the
Investment Adviser, the Trust's administrator, the Trust's custodian and
foreign custodians, the Trust's transfer agent and pricing agents and all
other agents and representatives of the Trust and the Investment Adviser,
keep all such persons fully informed as to such matters as they may
reasonably deem necessary to the performance of their obligations to the
Trust and the Investment Adviser, provide prompt responses to reasonable
requests made by such persons and maintain any appropriate interfaces with
each so as to promote the efficient exchange of information.
C. In furnishing services hereunder, the Sub-Adviser shall be subject to,
and shall perform in accordance with the following: (i) the Trust's Declaration
of Trust, as the same may be hereafter modified and/or amended from time to time
("Trust Declaration"); (ii) the By-Laws of the Trust, as the same may be
hereafter modified and/or amended from time to time ("By-Laws"); (iii) the
currently effective Prospectus and Statement of Additional Information of the
Trust filed with the Securities and Exchange Commission ("SEC") and delivered to
the Sub-Adviser, as the same may be hereafter modified, amended and/or
supplemented ("Prospectus and SAI"); (iv) the Investment Company Act and the
Advisers Act and the rules under each, and all other federal and state laws or
regulations applicable to the Trust and the Fund(s); (v) any order or no-action
letter of the SEC governing the operation of the Trust, (vi) the Trust's
Compliance Manual and other policies and procedures adopted from time to time by
the Board of Trustees of the Trust; and (vii) the written instructions of the
Investment Adviser. Prior to the commencement of the Sub-Adviser's services
hereunder, the Investment Adviser shall provide the Sub-Adviser with current
copies of the Trust Declaration, By-Laws, Prospectus and SAI, any order or
no-action letter of the SEC governing the operation of the Trust, Compliance
Manual and other relevant policies and procedures that are adopted by the Board
of Trustees. The Investment Adviser undertakes to provide the Sub-Adviser with
copies or other written notice of any amendments, modifications or supplements
to any such above-mentioned document.
D. The Sub-Adviser, at its expense, will furnish: (i) all necessary
facilities and personnel, including salaries, expenses and fees of any personnel
required for them to faithfully perform their duties under this Agreement; and
(ii) administrative facilities, including bookkeeping, and all equipment
necessary for the efficient conduct of the Sub-Adviser's duties under this
Agreement.
E. The Sub-Adviser will select brokers and dealers to effect all Fund
transactions subject to the conditions set forth herein. The Sub-Adviser will
place all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions, if applicable. The Sub-Adviser is directed at all times
to seek to execute transactions for each Fund (i) in accordance with any written
policies, practices or procedures that may be established by the Board of
Trustees or the Investment Adviser from time to time and which have been
provided to the Sub-Adviser, (ii) as described in the Trust's Prospectus and
SAI, and (iii) in accordance with applicable federal and state laws and
regulations. In placing any orders for the purchase or sale of investments for
each Fund, in the name of the Fund or its nominees, the Sub-Adviser shall use
its best efforts to obtain for the Fund "best execution", considering all of the
circumstances, and shall maintain records adequate to demonstrate compliance
with this requirement. In no instance will Fund securities be purchased from or
sold to the Sub-Adviser, or any affiliated person thereof, except in accordance
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with the Investment Company Act, the Advisers Act and the rules under each, and
all other federal and state laws and regulations applicable to the Trust and the
Fund.
F. The Sub-Adviser is not authorized to engage in "soft-dollar"
transactions permitted by Section 28(e) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), without the express written approval of the Adviser
or the Trust's Board of Trustees.
G. On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund(s) as well as other clients of
the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. Allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction, will be
made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the
most equitable and consistent with its fiduciary obligations to each Fund and to
its other clients over time. The Investment Adviser agrees that the Sub-Adviser
and its affiliates may give advice and take action in the performance of their
duties with respect to any of their other clients that may differ from advice
given, or the timing or nature of actions taken, with respect to the Fund. The
Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are
fiduciaries to other entities, some of which have the same or similar investment
objectives (and will hold the same or similar investments) as the Fund, and that
the Sub-Adviser will carry out its duties hereunder together with its duties
under such relationships.
H. The Sub-Adviser will maintain all accounts, books and records with
respect to each Fund as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act and Advisers Act and
the rules thereunder and shall file with the SEC all forms pursuant to Section
13 of the Exchange Act, with respect to its duties as are set forth herein.
I. The Sub-Adviser will, unless and until otherwise directed by the
Investment Adviser or the Board of Trustees, exercise all rights of security
holders with respect to securities held by each Fund, including, but not limited
to: voting proxies in accordance with the Trust's then-current proxy voting
policies, converting, tendering, exchanging or redeeming securities; acting as a
claimant in class action litigation (including litigation with respect to
securities previously held); and exercising rights in the context of a
bankruptcy or other reorganization.
4. COMPENSATION OF SUB-ADVISER
The Investment Adviser will pay the Sub-Adviser as compensation for
providing services in accordance with this Agreement those fees as set forth in
Appendix B.
5. LIABILITY AND INDEMNIFICATION
A. Except as may otherwise be provided by the Investment Company Act or
any other federal securities law, neither the Sub-Adviser nor any of its
officers, members or employees (its "Affiliates") shall be liable for any
losses, claims, damages, liabilities or litigation (including
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legal and other expenses) incurred or suffered by the Investment Adviser or the
Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates
with respect to each Fund, except that nothing in this Agreement shall operate
or purport to operate in any way to exculpate, waive or limit the liability of
the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and
hold harmless the Trust, the Investment Adviser, all affiliated persons thereof
(within the meaning of Section 2(a)(3) of the Investment Company Act) and all
controlling persons (as described in Section 15 of the Securities Act of 1933,
as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and
all losses, claims, damages, liabilities or litigation (including reasonable
legal and other expenses) to which any of the Manager Indemnitees may become
subject under the 1933 Act, the Investment Company Act, the Advisers Act, or
under any other statute, or common law or otherwise arising out of or based on
(i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty
made herein, (ii) any willful misconduct, bad faith, reckless disregard or
negligence of the Sub-Adviser in the performance of any of its duties or
obligations hereunder or (iii) any untrue statement of a material fact contained
in the Prospectus or SAI, proxy materials, reports, advertisements, sales
literature, or other materials pertaining to the Fund(s) or the omission to
state therein a material fact known to the Sub-Adviser which was required to be
stated therein or necessary to make the statements therein not misleading, if
such statement or omission was made in reliance upon information furnished to
the Investment Adviser or the Trust, or the omission of such information, by the
Sub-Adviser Indemnitees (as defined below) for use therein.
B. Except as may otherwise be provided by the Investment Company Act or
any other federal securities law, the Investment Adviser shall indemnify and
hold harmless the Sub-Adviser, all affiliated persons thereof (within the
meaning of Section 2(a)(3) of the Investment Company Act) and all controlling
persons (as described in Section 15 of the 1933 Act) (collectively, "Sub-Adviser
Indemnitees") against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which any of the
Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment
Company Act, the Advisers Act, or under any other statute, at common law or
otherwise, arising out of or based on this Agreement; provided however, the
Investment Adviser shall not indemnify or hold harmless the Sub-Adviser
Indemnitees for any losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) arising out of or based on (i)
any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made
herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence
of the Sub-Adviser in the performance of any of its duties or obligations
hereunder or (iii) any untrue statement of a material fact contained in the
Prospectus or SAI, proxy materials, reports, advertisements, sales literature,
or other materials pertaining to the Fund(s) or the omission to state therein a
material fact known to the Sub-Adviser which was required to be stated therein
or necessary to make the statements therein not misleading, if such statement or
omission was made in reliance upon information furnished to the Investment
Adviser or the Trust, or the omission of such information, by the Sub-Adviser
Indemnities for use therein.
C. A party seeking indemnification hereunder (the "Indemnified Party")
shall (i) provide prompt notice to the other of any claim ("Claim") for which it
intends to seek indemnification, (ii) grant control of the defense and /or
settlement of the Claim to the other party, and (iii) cooperate with the other
party in the defense thereof. The Indemnified Party shall have the right
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at its own expense to participate in the defense of any Claim, but shall not
have the right to control the defense, consent to judgment or agree to the
settlement of any Claim without the written consent of the other party. The
party providing the indemnification shall not consent to the entry of any
judgment or enter any settlement which (i) does not include, as an unconditional
term, the release by the claimant of all liabilities for Claims against the
Indemnified Party or (ii) which otherwise adversely affects the rights of the
Indemnified Party.
6. REPRESENTATIONS OF THE INVESTMENT ADVISER
The Investment Adviser represents, warrants and agrees that:
A. The Investment Adviser has been duly authorized by the Board of
Trustees of the Trust to delegate to the Sub-Adviser the provision of investment
services to each Fund as contemplated hereby.
B. The Trust has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the Investment Company Act and will provide the
Sub-Adviser with a copy of such code of ethics.
C. The Investment Adviser is currently in compliance and shall at all
times continue to be in compliance with the requirements imposed upon the
Investment Adviser by applicable law and regulations.
D. The Investment Adviser (i) will be registered as an investment adviser
under the Advisers Act prior to the commencement of operation of the Funds and
thereafter will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the Investment Company Act, the
Advisers Act or other law, regulation or order from performing the services
contemplated by this Agreement; (iii) has met and will seek to continue to meet
for so long as this Agreement is in effect, any other applicable federal or
state requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and perform
the services contemplated by this Agreement, and (v) will promptly notify the
Sub-Adviser of the occurrence of any event that would disqualify the Investment
Adviser from serving as investment manager of an investment company pursuant to
Section 9(a) of the Investment Company Act or otherwise.
7. REPRESENTATIONS OF THE SUB-ADVISER
The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the Investment Company Act, the
Advisers Act or other law, regulation or order from performing the services
contemplated by this Agreement; (iii) has met and will seek to continue to meet
for so long as this Agreement remains in effect, any other applicable federal or
state requirements, or the applicable requirements of any regulatory or industry
self-regulatory
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agency necessary to be met in order to perform the services contemplated by this
Agreement; (iv) has the authority to enter into and perform the services
contemplated by this Agreement; and (v) will promptly notify the Investment
Adviser of the occurrence of any event that would disqualify the Sub-Adviser
from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the Investment Company Act or otherwise. The Sub-Adviser will
also promptly notify each Fund and the Investment Adviser if it is served or
otherwise receives notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, government agency,
self-regulatory organization, public board or body, involving the affairs of the
Fund(s) or the Sub-Adviser, provided, however, that routine regulatory
examinations of the Sub-Adviser shall not be required to be reported by this
provision.
B. The Sub-Adviser is currently in compliance and shall at all times
continue to be in compliance with the requirements imposed upon the Sub-Adviser
by applicable law and regulations.
C. The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1
under the Advisers Act and will provide the Investment Adviser and the Board
with a copy of such code of ethics, together with evidence of its adoption.
Within forty-five days of the end of the last calendar quarter of each year that
this Agreement is in effect, and as otherwise requested, the president, Chief
Operating Officer or a vice-president of the Sub-Adviser shall certify to the
Investment Adviser that the Sub-Adviser has complied with the requirements of
Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no
material violation of the Sub-Adviser's code of ethics or, if such a material
violation has occurred, that appropriate action was taken in response to such
violation. Upon the written request of the Investment Adviser, the Sub-Adviser
shall permit the Investment Adviser, its employees or its agents to examine the
reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and Rule
204A-1(b) and all other records relevant to the Sub-Adviser's code of ethics.
D. The Sub-Adviser has provided the Trust and the Investment Adviser with
a copy of its Form ADV, which as of the date of this Agreement is its Form ADV
as most recently filed with the SEC and promptly will furnish a copy of all
amendments to the Trust and the Investment Adviser at least annually. Such
amendments shall reflect all changes in the Sub-Adviser's organizational
structure, professional staff or other significant developments affecting the
Sub-Adviser, as required by the Advisers Act.
F. The Sub-Adviser agrees to maintain an appropriate level of errors and
omissions or professional liability insurance coverage.
G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will
knowingly in any way refer directly or indirectly to its relationship with the
Trust, the Fund(s), the Investment Adviser or any of their respective affiliates
in offering, marketing or other promotional materials without the express
written consent of the Investment Adviser, except as required by rule,
regulation or upon the request of a governmental authority.
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8. NON-EXCLUSIVITY
The services of the Sub-Adviser to the Investment Adviser, the Fund(s) and
the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be
free to render investment advisory or other services to others and to engage in
other activities. It is understood and agreed that the directors, officers, and
employees of the Sub-Adviser are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers, directors, trustees, or employees of any other
firm or corporation.
9. SUPPLEMENTAL ARRANGEMENTS
The Sub-Adviser may from time to time employ or associate itself with any
person it believes to be particularly suited to assist it in providing the
services to be performed by such Sub-Adviser hereunder, provided that no such
person shall perform any services with respect to the Fund(s) that would
constitute an assignment or require a written advisory agreement pursuant to the
Investment Company Act. Any compensation payable to such persons shall be the
sole responsibility of the Sub-Adviser, and neither the Investment Adviser nor
the Trust shall have any obligations with respect thereto or otherwise arising
under the Agreement.
10. REGULATION
The Sub-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 and
shall promptly provide the Advisor and Trust with copies of such information,
reports and materials.
11. RECORDS
The records relating to the services provided under this Agreement shall
be the property of the Trust and shall be under its control; however, the Trust
shall furnish to the Sub-Adviser such records and permit it to retain such
records (either in original or in duplicate form) as it shall reasonably require
in order to carry out its business. In the event of the termination of this
Agreement, such other records shall promptly be returned to the Trust by the
Sub-Adviser free from any claim or retention of rights therein, provided that
the Sub-Adviser may retain any such records that are required by law or
regulation. The Investment Adviser and the Sub-Adviser shall keep confidential
any information obtained in connection with its duties hereunder and disclose
such information only if the Trust has authorized such disclosure or if such
disclosure is expressly required or requested by applicable federal or state
regulatory authorities, or otherwise required by law.
12. DURATION OF AGREEMENT
This Agreement shall become effective upon the date first above
written, provided that this Agreement shall not take effect unless it has first
been approved: (i) by a vote of a majority
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of those trustees of the Trust who are not "interested persons" (as defined in
the Investment Company Act) of any party to this Agreement ("Independent
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the Fund's outstanding securities.
This Agreement shall continue in effect for a period more than two years from
the date of its execution only so long as such continuance is specifically
approved at least annually by the Board of Trustees provided that in such event
such continuance shall also be approved by the vote of a majority of the
Independent Trustees cast in person at a meeting called for the purpose of
voting on such approval. Additional Funds may be added to Appendix A by the
Investment Adviser upon sixty (60) days written notice to the Sub-Adviser and
only after the approval by the Board of Trustees of the Trust, including a
majority of the Independent Trustees, cast in person at a meeting called for the
purpose of voting such approval and, if required under the 1940 Act, a majority
of the outstanding voting securities (as defined in the Investment Company Act)
of the Fund.
13. TERMINATION OF AGREEMENT
This Agreement may be terminated with respect to any Fund at any time,
without the payment of any penalty, by the Board of Trustees, including a
majority of the Independent Trustees, by the vote of a majority of the
outstanding voting securities of such Fund, on sixty (60) days' written notice
to the Investment Adviser and the Sub-Adviser. This Agreement will automatically
terminate, without the payment of any penalty in the event the Investment
Advisory Agreement between the Investment Adviser and the Trust is assigned (as
defined in the Investment Company Act) or terminates for any other reason. This
Agreement will also terminate upon written notice to the other party that the
other party is in material breach of this Agreement, unless the other party in
material breach of this Agreement cures such breach to the reasonable
satisfaction of the party alleging the breach within thirty (30) days after
written notice. Any "assignment" (as that term is defined in the Investment
Company Act) of this Agreement will result in automatic termination of this
Agreement. The Sub-Adviser will notify the Trust and the Investment Adviser of
any such assignment and of any changes in key personnel who are either the
portfolio manager(s) of the Funds or senior management of the Sub-Adviser, in
each case prior to or promptly after, such change. The Sub-Adviser agrees to
bear all reasonable legal, printing, mailing, proxy and related expenses of the
Trust and the Investment Adviser, if any, arising out of an assignment of this
Agreement by the Sub-Adviser.
14. AMENDMENTS TO THE AGREEMENT
Except to the extent permitted by the Investment Company Act or the rules
or regulations thereunder or pursuant to exemptive relief granted by the SEC,
this Agreement may be amended by the parties with respect to any Fund only if
such amendment, if material, is specifically approved by the vote of a majority
of the outstanding voting securities of such Fund (unless such approval is not
required by Section 15 of the Investment Company Act as interpreted by the SEC
or its staff or unless the SEC has granted an exemption from such approval
requirement) and by the vote of a majority of the Independent Trustees cast in
person at a meeting called for the purpose of voting on such approval. The
required shareholder approval shall be effective with respect to the Fund if a
majority of the outstanding voting securities of the Fund vote to approve the
amendment, notwithstanding that the amendment may not have been approved by a
majority of the outstanding voting securities of any other Fund affected by the
amendment or all the Funds of the Trust.
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15. ASSIGNMENT
The Sub-Adviser shall not assign or transfer its rights and obligations
under this Agreement. Any assignment (as that term is defined in the Investment
Company Act) of the Agreement shall result in the automatic termination of this
Agreement, as provided in Section 13 hereof. The Sub-Adviser agrees to bear all
reasonable legal, printing, mailing, proxy and related expenses of the Trust and
the Investment Adviser, if any, arising out of any assignment of this Agreement
by the Sub-Adviser. Notwithstanding the foregoing, no assignment shall be deemed
to result from any changes in the directors, officers or employees of such
Sub-Adviser except as may be provided to the contrary in the Investment Company
Act or the rules or regulations thereunder.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to each Fund.
17. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
18. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the address listed below of each applicable party in
person or by registered or certified mail or a private mail or delivery service
providing the sender with notice of receipt or such other address as specified
in a notice duly given to the other parties. Notice shall be deemed given on the
date delivered or mailed in accordance with this paragraph.
For: BNY Investment Advisors
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For: WisdomTree Asset Management, Inc.
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With a copy to:
WisdomTree Asset Management, Inc.
Attn: Legal Department
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or: WisdomTree Trust
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With a copy to:
WisdomTree Asset Management, Inc.
Attn: Legal Department
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19. SEVERABILITY AND SURVIVAL
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. Sections 5, 11 and 20 shall
survive the termination of this Agreement.
20. TRUST AND SHAREHOLDER LIABILITY
The Sub-Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Trust Declaration and agrees that
obligations, if any, assumed by the Trust pursuant to this Agreement shall be
limited in all cases to the Trust and its assets, and if the liability relates
to one or more series, the obligations hereunder shall be limited to the
respective assets of the Fund. The Sub-Adviser further agrees that it shall not
seek satisfaction of any such obligation from the shareholders or any individual
shareholder of the Fund(s), nor from the Trustees or any individual Trustee of
the Trust.
21. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York, or any of the applicable
provisions of the Investment Company Act. To the extent that the laws of the
State of New York, or any of the provisions in this Agreement, conflict with
applicable provisions of the Investment Company Act, the latter shall control.
11
22. INTERPRETATION
Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
Investment Company Act shall be resolved by reference to such term or provision
of the Investment Company Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC validly issued pursuant to the
Investment Company Act. Specifically, the terms "vote of a majority of the
outstanding voting securities," "interested persons," "assignment," and
"affiliated persons," as used herein shall have the meanings assigned to them by
Section 2(a) of the Investment Company Act. In addition, where the effect of a
requirement of the Investment Company Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the SEC, whether of
special or of general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
[SIGNATURE PAGE TO FOLLOW]
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first mentioned above.
WISDOMTREE ASSET MANAGEMENT, INC. BNY INVESTMENT ADVISORS
By:___________________________________ By:___________________________________
Name: Name:
Title: Title:
13
APPENDIX A
TO
SUB-ADVISORY AGREEMENT
DOMESTIC EQUITY FUNDS
WisdomTreeSM Total Dividend
WisdomTree(SM) Dividend Top 100(SM)
WisdomTree(SM) High-Yielding Equity(SM)
WisdomTree(SM) LargeCap Dividend
WisdomTree(SM) MidCap Dividend
WisdomTree(SM) SmallCap Dividend
INTERNATIONAL EQUITY FUNDS
WisdomTree DIEFA(SM)
WisdomTree DIEFA(SM) High-Yielding Equity(SM)
WisdomTree(SM) Europe Total Dividend
WisdomTree(SM) Europe High-Yielding Equity(SM)
WisdomTree(SM) Europe SmallCap Dividend Fund
WisdomTree(SM) Japan Total Dividend
WisdomTree(SM) Japan High-Yielding Equity(SM)
WisdomTree(SM) Japan SmallCap Dividend Fund
WisdomTree DIPR(SM)
WisdomTree DIPR(SM) High-Yielding Equity(SM)
WisdomTree(SM) International Dividend Top 100(SM)
WisdomTree(SM) International LargeCap
WisdomTree(SM) International MidCap
WisdomTree(SM) International SmallCap
Dated: ______________, 2006
14
APPENDIX B
TO
SUB-ADVISORY AGREEMENT
I. Domestic Equity Funds. The Sub-Adviser shall be entitled to receive the fees
indicated below.
II. International Equity Funds. The Sub-Adviser shall be entitled to receive the
fees indicated below.
15