FEE WAIVER AGREEMENT
AGREEMENT made as of May 20, 2015 (the "Effective Date"), by and between
WisdomTree Asset Management, Inc. ("WTAM") and WisdomTree Trust, a Delaware
statutory trust (the "Trust"), on behalf of each series of the Trust listed
on Schedule A, as amended from time to time (each, a "Fund").
WHEREAS, WTAM serves as investment adviser to each Fund pursuant to an
Investment Management Agreement with the Trust dated March 26, 2013
("Management Agreement"); and
WHEREAS, WTAM is entitled to a fee under the Management Agreement in exchange
for providing advisory and other services, and paying all of the Trust's
expenses except those specifically excluded therein ("Management Fee"); and
WHEREAS, the Trust and WTAM each desire to reduce the Management Fee during
an initial period following the launch of the Fund.
NOW THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto and hereinafter set forth, the parties covenant and agree
as follows:
1. Fee Waiver. For the term of this Agreement, WTAM agrees to reduce
its Management Fee to the percentage of the Fund's average daily net assets
shown in Schedule A.
2. Duration and Termination. The term of this Agreement with respect
to each Fund is for the period from the Effective Date through close of
business on July 31, 2016.
This Agreement may be terminated by the Board of Trustees of the Trust, for
any reason, at any time.
This Agreement shall automatically and immediately terminate with respect to
each Fund if:
(i) the Adviser no longer serves as investment adviser to such
Fund, or
(ii) in the event of an "assignment" (as defined in the Investment
Company Act of 1940).
The termination of this Agreement with respect to any one Fund will not cause
its termination with respect to any other Fund.
3. Amendment. This Agreement may not be amended except by a writing
signed by the parties.
4. 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
Investment Company Act of 1940. 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.
5. Entire Agreement. This Agreement contains the entire understanding
and agreement of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
WISDOMTREE TRUST
By: /s/ Xxxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxxxx, President
WISDOMTREE ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Chief Operating Officer
Schedule A
Management Fee Management Fee
Fund (Before Waiver) (After Waiver)
WisdomTree Japan Dividend Growth Fund 0.48% 0.43%
