Exhibit (d)(6)
Execution Copy
SUB-ADVISORY AGREEMENT
AGREEMENT, dated as of March 25, 2008, by and between WisdomTree Asset
Management, Inc. (the "Investment Adviser"), a Delaware corporation having its
principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, and Mellon Capital Management Corporation ("Mellon Capital"), a
Delaware corporation having its principal office and place of business at ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and The Dreyfus
Corporation ("Dreyfus"), a New York 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");
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement dated as of March 21, 2006 (the "Advisory Agreement") with WisdomTree
Trust ("Trust"), an investment company registered under the Investment Company
Act of 1940, as amended ("Investment Company Act"), which was amended as of
March 25, 2008 to add each series of the Trust listed in Appendix A (each a
"Fund" and collectively the "Funds");
WHEREAS, each of Mellon Capital and Dreyfus (each a "Sub-Adviser" and,
collectively, the "Sub-Advisers"; for the avoidance of doubt, any reference to
the "Sub-Adviser" shall mean each of the Sub-Advisers) 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 each of the Sub-Advisers to render investment advisory and
other services with respect to each of the Funds specified under the
Sub-Adviser's name in Appendix A hereto, as amended from time to time, in the
manner and on the terms hereinafter set forth;
WHEREAS, the Investment Adviser has the authority under the Advisory
Agreement with the Trust to select sub-advisers for each Fund of the Trust;
WHEREAS, this Sub-Advisory Agreement is one of the "Ancillary Agreements"
referred to in that certain Mutual Participation Agreement by and among the
Adviser, the Sub-Advisers and WisdomTree Investments, Inc., dated as of January
24 , 2008 (as further amended, modified or supplemented, the "MPA"); and
WHEREAS, each 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 each Sub-Adviser to act as an
investment adviser for each Fund specified under such Sub-Adviser's name on
Appendix A hereto, 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. Each 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.
2. ACCEPTANCE OF APPOINTMENT
Each Sub-Adviser accepts that appointment for the Funds specified under
its name on Appendix A hereto 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). If the
Sub-Adviser is responsible for only a portion of a Fund's assets, the Investment
Adviser will specify on Appendix A or otherwise designate to the Sub-Adviser in
writing the portion of the assets for which the Sub-Adviser is responsible, and,
unless the context otherwise requires, any reference to a "Fund" in this
Agreement shall be deemed to refer only to such designated portion of the Fund's
assets. 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 reasonable
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 specified under a Sub-Adviser's name on
Appendix A, 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, each 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 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 relating
thereto, 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) if requested by the Investment Adviser, provide advice about
the fair value of the securities and other investments/assets in the Fund;
provided, however, that the parties acknowledge that the Trust is
responsible for any fair value pricing; and
(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 the Sub-Adviser
considers in good faith to be 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 then 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 thereafter modified, amended and/or supplemented ("Prospectus
and SAI"); (ii) the Investment Company Act and the Advisers Act and the rules
under each, and all other federal and state
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laws or regulations applicable to the Trust and the Fund(s); and (iii) any order
or no-action letter of the SEC governing the operation of the Trust. Prior to
the commencement of the Sub-Adviser's services hereunder, the Investment Adviser
shall provide the Sub-Adviser with current copies of the Prospectus and SAI, any
order or no-action letter of the SEC governing the operation of the Trust, and
any relevant compliance and other policies and procedures that are adopted by
the Board of Trustees and agreed upon with the Sub-Adviser. 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 documents and, except as may be required by the Advisers Act or
other applicable law or regulation, Sub-Adviser will not need to comply until a
copy has been provided to the Sub-Adviser and agreed upon.
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 maintaining records, 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 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 seek 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 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 on behalf of the Funds, except that the Sub-Adviser may engage in
transactions permitted by Section 28(e) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), only with the express written approval of the
Investment 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 fair and reasonable result and
efficient execution, provided that the Sub-Adviser does not favor any account
over any other account. 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 provide the Investment Adviser with copies of the
Sub-Adviser's current policies and procedures adopted in accordance with Rule
206(4)-7 under the Adviser Act. To the extent the Funds are required by the
Investment Company Act to adopt any such policy or procedure, the Investment
Adviser will submit such policy or procedure to the Trust's Board of Trustees
for adoption by each of the Funds, with such modifications or additions thereto
as the Board of Trustees or Investment Adviser may recommend with the
concurrence of the Sub-Adviser. The Sub-Adviser shall furnish the services
hereunder to the Fund in accordance with this Section 3 and such policies and
procedures.
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I. 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 any report on Form 13F or
Schedule 13G and any amendments thereto, required by the Exchange Act, with
respect to its duties as are set forth herein.
J. 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 Sub-Adviser's then-current proxy
voting policies (provided such policies have been approved by the Trust's Board
of Trustees), converting, tendering, exchanging or redeeming securities.
4. COMPENSATION OF SUB-ADVISER; PAYMENT OF FEES UNDER CERTAIN ANCILLARY
AGREEMENTS
A. Each Sub-Adviser shall be entitled to receive a monthly fee with
respect to each Fund for which it serves as Sub-Adviser equal to one-half (1/2)
of the fee paid to the Investment Adviser with respect to such Fund pursuant to
the Advisory Agreement. The fee shall be accrued on a daily basis and payable in
accordance with the terms of the MPA.
B. The Investment Adviser acknowledges and agrees that it will inform the
Trustees at the time of any approval, amendment or renewal of this Agreement
with respect to any Fund, that the fees paid under this Section 4 have been
established in recognition that the each Sub-Adviser is paying for certain
services that are provided to the Fund as specified in the MPA, in addition to
the services provided by each Sub-Adviser under this Agreement, and should be
treated as such for all purposes of the Investment Company Act, including
without limitation, Section 36 thereof. The Sub-Advisers shall cooperate with
the Investment Adviser in providing any information that may be required by the
Board of Trustees of the Trust in connection with any approval, amendment or
renewal of this Agreement.
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 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, its officers, employees, consultants
and 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.
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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, its officers, employees, consultants and 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 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.
D. Notwithstanding anything in this Agreement to the contrary contained
herein, the Sub-Adviser shall not be responsible or liable for its failure to
perform under this Agreement or for any losses to the Investment Adviser or the
Trust resulting from any event beyond the reasonable control of the Sub-Adviser
or its agents, including but not limited to, nationalization, expropriation,
devaluation, seizure, or similar unusual actions by any governmental authority,
de facto or de jure; or the breakdown, failure or malfunction of any utilities
or telecommunications systems; or acts of war, terrorism, insurrection or
revolution; or acts of God (collectively, "Force Majeure Events"). Upon the
occurrence of a Force Majeure Event, the Sub-Adviser, shall endeavor to
recommence performance or observance without delay, in a manner consistent with
its obligations under the Advisers Act, the Investment Company Act and as a
fiduciary of the Trust.
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 (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
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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.
D. The Investment Adviser acknowledges receipt of Part II of Sub-Adviser's
Form ADV at least 48 hours prior to entering into this Agreement, as required by
Rule 204-3 under the Advisers Act.
E. The Investment Adviser shall direct the Trust's custodian to provide
timely information to the Sub-Adviser regarding such matters as the composition
of assets in the portion of each Fund managed by the Sub-Adviser, cash
requirements and cash available for investment in such portion of each such
Fund, and all other information as may be reasonably necessary for the
Sub-Adviser to perform its duties hereunder.
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 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 material 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. Any notification will be considered prompt if it is given in
a manner consistent with the Sub-Adviser's fiduciary and other obligations under
the Advisers Act and contemporaneously with any regulatory filing or notice to
other affected parties within the time that such filing or notice is required by
applicable law.
B. 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 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.
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C. The Sub-Adviser has provided 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, will provide a copy of Part II annually, and promptly will
furnish a copy of all material amendments to the Investment Adviser.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and
omissions or professional liability insurance coverage.
E. The Sub-Adviser agrees not to consult with (i) other subadvisers to a
Fund, if any, (ii) other subadvisers to any other Fund of the Trust, or (iii)
other subadvisers to an investment company under common control with any Fund,
concerning transactions for a Fund in securities or other assets.
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 with respect to a Fund unless
it has first been approved: (i) by a vote of a majority of those trustees of the
Trust who are not "interested persons" (as defined in the Investment Company
Act) of
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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 written agreement of the Investment Adviser and 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
Investment Company Act, a majority of the outstanding voting securities (as
defined in the Investment Company Act) of the Fund.
13. TERMINATION OF AGREEMENT
A. This Agreement may be terminated with respect to any Fund at any time,
without the payment of any penalty, by the Board of Trustees, or by the vote of
a majority of the outstanding voting securities of such Fund, each 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.
B. 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 named in the Prospectus and/or SAI,
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.
C. Following the termination of the MPA for any reason, the Investment Adviser
or the Sub-Advisers may terminate this Agreement with respect to any Fund upon
at least one hundred twenty (120) days' written notice to the other. In such an
event, the Sub-Advisers agree to reasonably cooperate with the Trust and the
Investment Adviser in connection with the transition of subadvisory services
relating to such Fund(s) to another Subadviser.
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.
15. ASSIGNMENT
8
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. USE OF SUB-ADVISERS' NAMES
The parties agree that the names of the Sub-Advisers, the names of any
affiliated persons of the Sub-Advisers and any derivative or logo or trademark
or service ▇▇▇▇ or trade name are the valuable property of the Sub-Advisers and
their affiliated persons. The Sub-Advisers have granted to the Trust a limited
license to use such name, derivatives, logos, trademarks or service marks or
trade names under the terms of a License Agreement (as defined in the MPA).
However, upon any termination of the License Agreement prior to the termination
of this Agreement, the Investment Adviser and the Trust may continue to use such
name, derivatives, logos, trademarks or service marks or trade names only with
the prior written approval of the Sub-Advisers. Any such use following the
termination of the License Agreement shall be subject to the following terms and
conditions:
A. The Investment Adviser and the Trust agree that they will review with
the Sub-Advisers any advertisement, sales literature or notice prior to its use
that makes reference to the Sub-Advisers or their affiliated persons, or any
such name, derivatives, logos, trademarks, service marks or trade names, so that
the Sub-Advisers may review the context in which it is referred, it being agreed
that the Sub-Advisers shall have no responsibility to ensure the adequacy of the
form or content of such materials for purposes of the Investment Company Act or
other applicable laws and regulations.
B. Upon termination of this Agreement, the Investment Adviser and the
Trust shall forthwith cease to use such name, derivatives, logos, trademarks or
service marks or trade names.
C. If the Investment Adviser or the Trust makes any unauthorized use of
the Sub-Advisers names, derivatives, logos, trademarks or service marks or trade
names, the parties acknowledge that the Sub-Advisers shall suffer irreparable
harm for which monetary damages may be inadequate and, thus, the Sub-Advisers
shall be entitled to injunctive relief, as well as any other remedy available
under law.
In addition, the Investment Adviser and the Trust may use the name of the
Sub-Adviser in a factual manner if such use is a fair use or nominative use
under the ▇▇▇▇▇▇ Act (such as, for example, in regulatory filings made with the
SEC or any SRO or in other documents as required by SEC or SRO regulations).
Nothing in this Section 18 shall be deemed to have amended, modified or limited
the License Agreement in any respect.
19. NOTICES
9
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: Mellon Capital Management Corporation
Attention: Manager of Client Service
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to:
Mellon Capital Management Corporation
Attention: Legal Department
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
For: The Dreyfus Corporation
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to:
The Dreyfus Corporation
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
For: WisdomTree Asset Management, Inc.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to:
WisdomTree Asset Management, Inc.
Attn: Legal Department
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
20. 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.
21. 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
10
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.
22. 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.
23. 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.
This Agreement has been executed as a single Agreement for purposes of
convenience only and shall be interpreted as if each Sub-Adviser had entered
into a separate Agreement with the Investment Adviser to provide services to
each individual Fund specified on Appendix A under such Sub-Adviser's name.
24. CONFIDENTIALITY
Each party shall treat as confidential all Confidential Information of
the other (as that term is defined below) and use such information only in
furtherance of the purposes of this Agreement. Each Party shall limit access to
the Confidential Information to its Affiliates, employees, consultants, auditors
and regulators who reasonably require access to such Confidential Information,
and otherwise maintain policies and procedures designed to prevent disclosure of
the Confidential Information. For purposes of this Agreement, Confidential
Information shall include all non-public business and financial information,
methods, plans, techniques, processes, documents and trade secrets of a Party.
Confidential Information shall not include anything that (i) is or lawfully
becomes in the public domain, other than as a result of a breach of an
obligation hereunder; (ii) is furnished to Licensee by a third party having a
lawful right to do so; or (iii) was known to Licensee at the time of the
disclosure. Each Party shall give prompt notice to the other of any requests or
demands for any Confidential Information made under lawful process by any third
parties, prior to disclosure or furnishing of such Confidential Information.
Each Party agrees to reasonably cooperate with the other, at the other's
expense, in seeking reasonable protective arrangements to prevent, limit or
restrict the disclosure of Confidential Information pursuant to such lawful
process. This Agreement shall not be deemed to be Confidential Information.
25. AUTHORITY TO EXECUTE TRANSACTION DOCUMENTS
Subject to any other written instructions of the Investment Adviser or
the Trust, each Sub-Adviser is hereby appointed agent and attorney-in-fact for
the limited purposes of executing on behalf of any Fund specified under such
Sub-Adviser's name on Appendix A hereto: account documentation, transaction term
11
sheets and confirmations, certifications regarding the Fund's status as an
accredited investor, qualified institutional buyer or qualified purchaser and
certifications regarding other factual matters as may be requested by brokers,
dealers or counter parties in connection with its management of the Fund's
assets. However, nothing in this Section 24 shall be construed as imposing a
duty on a Sub-Adviser to act in its capacity as attorney-in-fact for the Fund.
Any person dealing with a Sub-Adviser in its capacity as attorney-in-fact
hereunder for the Fund is hereby expressly put on notice that Sub-Adviser is
acting solely in the capacity as an agent of the Fund and that any such person
must look solely to the Fund for enforcement of any claim against Fund, as the
Sub-Adviser assumes no personal liability to such person whatsoever for
obligations of the Fund entered into by Sub-Adviser in its capacity as
attorney-in-fact for the Fund.
26. COUNTERPARTS
This Agreement may be executed in counterparts each of which shall be
deemed to be an original and all of which, taken together, shall be deemed to
constitute one and the same instrument.
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. MELLON CAPITAL MANAGEMENT CORPORATION
By: By:
----------------------------------- ----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name:
Title: Chief Executive Officer Title:
THE DREYFUS CORPORATION
By: _________________________________
Name:
Title:
12
APPENDIX A
TO
SUB-ADVISORY AGREEMENT
I. FUNDS FOR WHICH DREYFUS ACTS AS SUB-ADVISER
WisdomTree Dreyfus Australian Dollar Fund
WisdomTree Dreyfus Brazilian Real Fund
WisdomTree Dreyfus British Pound Sterling Fund
WisdomTree Dreyfus Canadian Dollar Fund
WisdomTree Dreyfus Chinese Yuan Fund
WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund
WisdomTree Dreyfus Japanese Yen Fund
WisdomTree Dreyfus New Zealand Dollar Fund
WisdomTree Dreyfus South African Rand Fund
WisdomTree Dreyfus South Korean Won Fund
WisdomTree Dreyfus Developing Markets Fund
The Investment Adviser hereby appoints Dreyfus, and Dreyfus hereby
accepts appointment as, the Sub-Adviser for the Funds set forth above.
WISDOMTREE ASSET MANAGEMENT, INC. THE DREYFUS CORPORATION
By: By:
--------------------------------- -------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name:
Title: Chief Executive Officer Title:
II. FUNDS FOR WHICH MELLON CAPITAL ACTS AS SUB-ADVISER
WisdomTree U.S. Current Income Fund
WisdomTree U.S. Government Current Income Fund
The Investment Adviser hereby appoints Mellon Capital, and Mellon
Capital hereby accepts appointment as, the Sub-Adviser for the Funds set forth
above.
WISDOMTREE ASSET MANAGEMENT, INC. MELLON CAPITAL MANAGEMENT CORPORATION
By: By:
----------------------------------- ----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name:
Title: Chief Executive Officer Title: