Execution Copy
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this day of this 25th day of June, 2008, between
WisdomTree Asset Management, Inc. (the "Adviser") and WisdomTree Trust, a
business trust organized under the laws of the State of Delaware (the "Trust"),
on behalf of the WisdomTree Middle East Dividend Fund (the "Fund").
WHEREAS, the Adviser is principally engaged in the business of rendering
investment management services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Trust is engaged in the business of an investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate series with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Trust intends to offer shares representing interests in the
Fund; and
WHEREAS, the Trust desires to appoint the Adviser to serve as the
investment adviser with respect to the Fund;
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Appointment of the Adviser
The Trust hereby appoints the Adviser to act as investment adviser for the
Fund for the period and on terms set forth herein. The Adviser accepts such
appointment and agrees to render such services for the compensation set forth
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 Trust and the Adviser, have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of the Trust.
2. Duties of the Adviser
(a) The Trust acknowledges and agrees that it is contemplated that the
Adviser will manage the investment operations and composition of the Fund of the
Trust 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 Fund of the Trust and render
investment advice for the Fund. The services provided by the Adviser or any such
sub-adviser shall include: (i) furnishing continuously an investment program for
the Fund; (ii) managing the investment and reinvestment of Fund assets; (iii)
determining which investments shall be purchased, held, sold or exchanged for
the Fund and what portion, if any, of the assets of the Fund shall be held
uninvested; (iv) making changes on behalf of the Trust in the investments for
the Fund; (v) providing the Trust with records concerning the activities that
the Trust is required to maintain; and (vi) rendering reports to the Trust's
officers and Board of
Trustees concerning the Adviser's discharge of the foregoing responsibilities.
The Fund's assets may be invested through an off-shore entity managed or advised
by the Adviser or an affiliate of the Adviser or an unaffiliated third party. In
addition, the Adviser will arrange for other necessary services, including
custodial, transfer agency and administration. The Adviser shall furnish to the
Trust all office facilities, equipment, services and executive and
administrative personnel necessary for managing the investment program of the
Trust for the Fund. 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 Trustees of the Trust and in compliance
with such policies as the Trustees may from time to time establish, the Fund's
investment objective and policies as set forth in the then current prospectus
and statement of additional information for the Fund contained in the Trust's
Registration Statement on Form N-1A, as amended or supplemented from time to
time, the Trust's compliance manual, as in effect from time to time, and
applicable laws and regulations.
3. Certain Records and Reports
Any records required to be maintained and preserved pursuant to the provisions
of Rule 31a-1 and Rule 31a-2 under the 1940 Act that are prepared or maintained
by the Adviser (or any investment sub-adviser) on behalf of the Trust are the
property of the Trust and will be surrendered promptly to the Trust at its
request (the "Records"). The Adviser agrees to preserve the Records for the
periods prescribed in Rule 31a-2 under the 1940 Act. The Trust and the Adviser
agree to furnish to each other, if applicable, current prospectuses, proxy
statements, reports to shareholders, certified copies of their financial
statements, and such other information with regard to their affairs as each may
reasonably request. The Adviser shall keep confidential any information obtained
in connection with its duties hereunder and disclose such in formation only if
the Trust has authorized such disclosure or if such disclosure is expressly
required or lawfully requested by applicable federal or state regulatory
authorities.
4. Advisory Fees/Allocation of Expenses
(a) For the services to be provided by the Adviser hereunder, the Trust shall
pay to the Adviser a fee at the rate set forth on Schedule A attached hereto.
All fees payable hereunder shall be accrued daily and paid as soon as practical
after the last day of each month. In any case of commencement or termination of
this Agreement during any calendar month, the fee for that month shall be
reduced proportionately based upon the number of calendar days during which it
is in effect, and the fee shall be computed upon the average daily net assets of
the Fund for the days during which it is in effect.
(b) The Trust assumes and shall pay or cause to be paid all direct and indirect
expenses of the Fund, including, without limitation: organizational cost,
redemption expenses, expenses of portfolio transactions, expenses of registering
shares under federal and state securities laws, pricing costs (including the
daily calculation of net asset value), expenses of printing shareholder
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reports, stock certificates (if any), prospectuses and statements of additional
information, Securities and Exchange Commission fees, interest, taxes, custodian
and transfer agency fees, fees and actual out-of-pocket expenses of Trustees who
are not affiliated persons of the Adviser, fees for legal and auditing services,
litigation expenses, costs of printing proxies and other expenses related to
shareholder meetings, and other expenses properly payable by the Fund.
5. Limitation of Liability Under the Declaration of Trust
The Declaration of Trust establishing the Trust provides that no Trustee,
shareholder, officer, employee or agent of the Trust shall be subject to any
personal liability in connection with Trust property or the affairs of the Trust
and that all persons should shall look solely to the Trust property or to the
property of one or more specific Funds for satisfaction of claims of any nature
arising in connection with the affairs of the Trust.
6. 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.
7. Provision of Certain Information by the Adviser
The Adviser will promptly notify the Trust 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 Trust; and
(c) the chief executive officer or parent company of the Adviser changes.
8. 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 Trust 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 Trust 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 Trust, any Fund or
its shareholders.
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9. Force Majeure
Notwithstanding any other provision of this Agreement, the Adviser shall not be
liable for any loss suffered by the Trust 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.
10. Duration, Termination and Amendment
(a) Duration. This Agreement shall become effective on the date hereof. Unless
terminated in accordance with this Section 10, 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 (i) by either the Board of Trustees of
the Trust or by vote of a "majority of the outstanding voting securities" (as
defined in the ▇▇▇▇ ▇▇▇) of the Fund, and (ii) in either event, by the vote of a
majority of the Trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any such party
("Independent Trustees") cast in person at a meeting called for the purpose of
voting on such approval. If the shareholders of the Fund fail to approve the
Agreement of any continuance of the Agreement as provided herein, the Adviser
may continue to serve hereunder in the manner and to the extent permitted by the
1940 Act and rules and regulations thereunder. The foregoing requirement that
continuance of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder.
(b) Amendment. Any amendment to this Agreement that is material shall become
effective only upon approval of the Adviser, the Board of Trustees of the Trust,
including a majority of the Independent Trustees of the Trust 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
1940 Act) of the Fund.
(c) Approval, Amendment or Termination by the Fund. Any approval, amendment or
termination of this Agreement will not require the approval of a majority of the
outstanding voting securities of any other series of the Trust or the approval
of a majority of the outstanding voting securities of the Trust, unless such
approval is required by applicable law.
(d) Automatic Termination. This Agreement shall automatically and immediately
terminate in the event of its "assignment" (as defined in the 1940 Act).
(e) Termination. This Agreement may be terminated at any time, without payment
of any penalty, by vote of the Board of Trustees of the Trust, including a
majority of the Independent Trustees of the Trust, or by vote of a majority of
the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Fund, or
by the Adviser, in each case on not less than 30 days' nor more
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than 60 days' prior written notice to the other party; provided, that a shorter
notice period shall be permitted in the event the Fund's shares are no longer
listed on a national securities exchange.
11. Services Not Exclusive
The services of the Adviser to the Trust 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 required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Trust or the
Adviser in person or by registered mail or a private mail or delivery service
providing the sender with notice of receipt. Notice shall be deemed given on the
date delivered or mailed in accordance with this section. A copy of any notice
given to the Trust shall be delivered to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Ropes & ▇▇▇▇
LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
(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 (without giving effect to its
conflict of law principles) and the applicable provisions of the 1940 Act. To
the extent that the applicable laws of the State of Delaware, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.
(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
5 and 8 shall survive the termination of this Agreement.
(f) Permissible Interests. Trustees, officers, agents and shareholders of the
Trust are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, agents, shareholders or otherwise; directors,
partners, officers, agents and shareholders of the Adviser are or may be
interested in the Trust as Trustees, officers, agents, shareholders or
otherwise; and the Adviser (or any successor thereof) is or may be interested in
the Trust as a shareholder or otherwise.
(g) Entire Agreement. This Agreement contains the entire understanding and
agreement of the parties.
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed as of the date first set forth above.
WISDOMTREE TRUST
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
WISDOMTREE ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
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