January 23, 2014 WisdomTree Asset Management, Inc. Attention: Jonathan Steinberg
January 23, 2014
WisdomTree Asset Management, Inc.
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
New York, NY 10017
With a copy to:
WisdomTree Asset Management, Inc.
Attention: Legal Department
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
New York, NY 10017
Dear ▇▇. ▇▇▇▇▇▇▇▇▇,
Pursuant to that certain Sub-Advisory Agreement between WisdomTree Asset Management, Inc. (the “Investment Adviser”) and Mellon Capital Management Corporation (the “Sub-Adviser”) dated as of January 1, 2013, as amended (the “Agreement”), the Sub-Adviser hereby provides the Investment Adviser with (i) an amended and restated Appendix A to the Agreement in the form attached hereto, (ii) an amended and restated Appendix B-2 to the Agreement in the form attached hereto, (iii) an amended and restated Appendix B-4 to the Agreement in the form attached hereto, (iv) a new Appendix B-6 in the form attached hereto, (iv) the deletion of Exhibit C, (v) the deletion of Appendix D-2 and (vi) existing Appendix ▇-▇, Appendix B-3, Appendix B-5, Appendix D-l, Appendix E and Appendix F as attached hereto.
In particular, this Amendment adds six (6) new funds to Appendix A, specifically the addition of five (5) funds to the WisdomTree International Equity Funds list and one (1) new fund to the U.S. Fixed Income Funds list, namely, the WisdomTree Bloomberg Floating Rate Treasury Fund. The remaining existing Appendices are included to ensure that we have a complete updated and restated set of Appendices. In addition, the list headings on Appendix ▇-▇ and Appendix B-3 have been conformed to the list headings on Appendix A.
| Sincerely, |
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| Name: ▇▇▇▇▇ ▇▇▇▇▇ |
| Title: Managing Director |
1
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.
Acknowledged and agreed:
| WisdomTree Asset Management, Inc. | ||
| By: |
| |
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | Chief Executive Officer | |
| Mellon Capital Management Corporation | ||
| By: |
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| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Managing Director | |
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APPENDIX A
TO
Effective as of January 23, 2014
FUNDS FOR WHICH MELLON CAPITAL MANAGEMENT CORPORATION ACTS AS SUB-ADVISER
ALTERNATIVE FUNDS
WisdomTree Managed Futures Strategy Fund
CURRENCY AND INTERNATIONAL FIXED INCOME FUNDS
WisdomTree Chinese Yuan Strategy Fund
WisdomTree Indian Rupee Strategy Fund
WisdomTree Brazil Real Strategy Fund
WisdomTree Emerging Currency Strategy Fund
WisdomTree Commodity Currency Strategy Fund
WisdomTree Australia & New Zealand Debt Fund
WisdomTree Asia Local Debt Fund
WisdomTree Euro Debt Fund
WisdomTree Emerging Markets Local Debt Fund
WisdomTree Bloomberg U.S. Dollar Bullish Fund
DOMESTIC EQUITY FUNDS
WisdomTree Total Dividend Fund
WisdomTree Dividend ex-Financials Fund
WisdomTree Equity Income Fund
WisdomTree LargeCap Dividend Fund
WisdomTree MidCap Dividend Fund
WisdomTree SmallCap Dividend Fund
WisdomTree Total Earnings Fund
WisdomTree Earnings 500 Fund
WisdomTree LargeCap Value Fund
WisdomTree MidCap Earnings Fund
WisdomTree SmallCap Earnings Fund
WisdomTree S&P500 Managed Payout Fund
WisdomTree U.S. Dividend Growth Fund
WisdomTree U.S. SmallCap Dividend Growth Fund
WisdomTree U.S. Low Volatility Equity Fund
INTERNATIONAL EQUITY FUNDS
WisdomTree DEFA Fund
WisdomTree DEFA Equity Income Fund
WisdomTree Europe Hedged Equity Fund
A-1
WisdomTree Global Equity Income Fund
WisdomTree Europe SmallCap Dividend Fund
WisdomTree India Earnings Fund
WisdomTree Japan Hedged Equity Fund
WisdomTree Global ex-US Growth Fund
WisdomTree Japan SmallCap Dividend Fund
WisdomTree Asia Pacific ex-Japan Fund
WisdomTree Australia Dividend Fund
WisdomTree International Dividend ex-Financials Fund
WisdomTree International LargeCap Dividend Fund
WisdomTree International MidCap Dividend Fund
WisdomTree International SmallCap Dividend Fund
WisdomTree Emerging Markets Equity Income Fund
WisdomTree Emerging Markets SmallCap Dividend Fund
WisdomTree Middle East Dividend Fund
WisdomTree Commodity Country Equity Fund
WisdomTree Global Natural Resources Fund
WisdomTree Global ex-US Utility Fund
WisdomTree Global ex-US Real Estate Fund
WisdomTree Emerging Markets Dividend Growth Fund
WisdomTree Emerging Markets Low Volatility Equity Fund
WisdomTree Emerging Markets Consumer Growth Fund
WisdomTree Brazil Low Volatility Equity Fund
WisdomTree Europe Low Volatility Equity Fund
WisdomTree Korea Hedged Equity Fund
WisdomTree United Kingdom Hedged Equity Fund
WisdomTree Japan Small Cap Hedged Equity Fund
WisdomTree Germany Hedged Equity Fund
WisdomTree International Hedged Dividend Growth Fund
WisdomTree China Dividend ex-Financials Fund*
WisdomTree Japan Hedged Real Estate Fund
WisdomTree Japan Hedged Financials Fund
WisdomTree Japan Hedged Tech, Media and Telecom Fund
WisdomTree Japan Hedged Capital Goods Fund
WisdomTree Japan Hedged Health Care Fund
| *Anticipated | commencement of Mellon Capital Management Corporation as sub-adviser is February 1, 2014. |
FIXED INCOME INFLATION HEDGED FUNDS
WisdomTree Barclays U.S. Aggregate Bond Zero Duration Fund
WisdomTree Barclays U.S. Aggregate Bond Negative Duration Fund
WisdomTree BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ High Yield Bond Zero Duration Fund
WisdomTree BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ High Yield Bond Negative Duration Fund
WisdomTree Barclays U.S. Treasury 20+ Year Negative Duration Fund
WisdomTree Barclays U.S. Treasury 3-7 Year Negative Duration Fund
WisdomTree Barclays Intermediate Credit Bond Zero Duration Fund
WisdomTree Barclays Intermediate Credit Bond Negative Duration Fund
U.S. FIXED INCOME FUNDS
WisdomTree Bloomberg Floating Rate Treasury Fund
A-2
The Investment Adviser hereby appoints Mellon Capital Management Corporation, and Mellon Capital Management Corporation hereby accepts appointment, as the Sub-Adviser for the Fund(s) set forth above.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.
| WISDOMTREE ASSET MANAGEMENT, INC. |
MELLON CAPITAL MANAGEMENT CORPORATION | |||||||
| By: |
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By: |
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| Name: | Name: ▇▇▇▇▇ ▇▇▇▇▇ | |||||||
| Title: | Title: Managing Director | |||||||
A-3