DISTRIBUTION AGREEMENT
This Distribution Agreement (the "Agreement") made this 21st day of March,
2006, by and between WisdomTree Trust, a Delaware business trust (the "Trust")
having its principal place of business at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx,
XX 00000, and ALPS Distributors, Inc., a Colorado corporation (the
"Distributor") having its principal place of business at 0000 Xxxxxxxx, Xxxxx
0000, Xxxxxx, Xxxxxxxx 00000.
WHEREAS, the Trust is a registered open-end management investment company
organized as a series trust offering a number of portfolios of securities (each
a "Fund" and collectively the "Funds"), each investing primarily in equity
securities selected to reflect the performance of a particular market index,
having filed with the Securities and Exchange Commission (the "Commission") a
registration statement on Form N-1A under the Securities Act of 1933, as amended
(the "1933 Act"), and the Investment Company Act of 1940, as amended;
WHEREAS, the Trust intends to create and redeem shares of beneficial
interest, par value $.001 per Share (the "Shares") of each Fund on a continuous
basis at their net asset value only in aggregations constituting a Creation
Unit, as such term is defined in the Registration Statement;
WHEREAS, the Shares of each Fund will be listed on a national securities
exchange (the "Listing Exchange");
WHEREAS, the Trust desires to retain the Distributor to act as the
distributor with respect to the issuance and distribution of Creation Units of
Shares of each Fund, hold itself available to receive and process orders for
such Creation Units in the manner set forth in the Trust's Prospectus, and to
enter into arrangements with broker-dealers who may solicit purchases of Shares
and with broker-dealers and others to provide for servicing of shareholder
accounts and for distribution assistance, including broker-dealer and
shareholder support;
WHEREAS, the Distributor is a registered broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act") and a member of the
National Association of Securities Dealers ("NASD"); and
WHEREAS, the Distributor desires to provide the services described herein
to the Trust.
NOW, THEREFORE, in consideration of the mutual promises and undertakings
herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints the Distributor as the exclusive
distributor for Creation Unit aggregations of Shares of each Fund listed in
Exhibit A hereto, as may be amended by the Trust from time to time on written
notice to the Distributor, on the terms and for the period set forth in this
Agreement and subject to the registration requirements of the 1933 Act and of
the laws governing the sale of securities in the various states, and the
Distributor hereby accepts such appointment and agrees to act in such capacity
hereunder.
2. Definitions. Wherever they are used herein, the following terms have the
following respective meanings:
a. "1940 Act" means the Investment Company Act of 1940 and the rules and
regulations thereunder as amended from time to time;
b. "Prospectus" means the Prospectus and Statement of Additional
Information constituting parts of the Registration Statement of the Trust under
the 1933 Act and the 1940 Act as such Prospectus and Statement of Additional
Information may be amended or supplemented and filed with the Commission from
time to time;
c. "Registration Statement" means the registration statement most recently
filed from time to time by the Trust with the Commission and effective under the
1933 Act and the 1940 Act, as such registration statement is amended by any
amendments thereto at the time in effect;
d. All capitalized terms used but not defined in this Agreement shall have
the meanings ascribed to such terms in the Registration Statement and the
Prospectus.
3. Duties of the Distributor.
(a) The Distributor agrees to act as agent of the Trust in connection with
the receipt and processing of all orders for purchases of Creation Units of each
Fund from Participating Parties or DTC Participants which have executed a
Participant Agreement ("Authorized Participants") and to transmit such orders to
the Trust in accordance with the Registration Statement and Prospectus;
provided, however, that nothing herein shall affect or limit the right and
ability of the Trust to accept Deposit Securities and related Cash Components
through or outside the Clearing Process, and as provided in and in accordance
with the Registration Statement and Prospectus. The Trust acknowledges that the
Distributor shall not be obligated to accept any certain number of orders for
Creation Units and nothing herein shall prevent the Distributor from entering
into like distribution arrangements with other investment companies.
(b) The Distributor agrees to act as agent of the Trust with respect to
the continuous distribution of Creation Units of each Fund as set forth in the
Registration Statement and in accordance with the provisions thereof. The
Distributor further agrees as follows: (i) the Distributor shall enter into
Participant Agreements between and among Authorized Participants, the
Distributor and the Transfer Agent in accordance with the Registration Statement
and Prospectus; (ii) the Distributor shall generate, transmit and maintain
copies of confirmations of Creation Unit purchase order acceptances to the
purchaser (such confirmations will indicate the time such orders were accepted
and will be made available to the Trust promptly upon request); (iii) the
Distributor shall deliver copies of the Prospectus, included in the Registration
Statement, to purchasers of such Creation Units and upon request the Statement
of Additional Information; and (iv) the Distributor shall maintain telephonic,
facsimile and/or access to direct computer communications links with the
Transfer Agent.
(c)(i) The Distributor agrees to use all reasonable efforts, consistent
with its other business, to secure purchasers of Creation Units through
Authorized Participants in accordance with the procedures set forth in the
Prospectus and the Participant Agreement and to perform the services
contemplated herein on a continuous basis..
(ii) The Distributor shall, at its own expense, execute selected or
soliciting dealer participant agreements ("Participant Agreements") with
registered broker-dealers and other eligible entities providing for the purchase
of Creation Units of Shares of the Funds and related promotional activities, in
the forms as approved by the Board of Trustees of the Trust. In entering into
Participant Agreements, the Distributor will act only on its own behalf as
principal. The Trust shall furnish, or cause to be furnished, all advertising,
sales, marketing and promotional materials of the Funds to the Distributor.
Distributor shall clear and file all advertising, sales, marketing and
promotional materials of the Funds with the NASD.
(d) All activities by the Distributor and its agents and employees which
are primarily intended to result in the sale of Creation Units shall comply with
the Registration Statement and Prospectus, the instructions of the Board of
Trustees of the Trust and all applicable laws, rules and regulations including,
without limitation, all rules and regulations made or adopted pursuant to the
1940 Act by the Commission or any securities association registered under the
1934 Act, including the NASD and the Listing Exchange.
(e) Except as otherwise noted in the Registration Statement and
Prospectus, the offering price for all Creation Units of Shares will be the
aggregate net asset value of the Shares per Creation Unit of the relevant Fund,
as determined in the manner described in the Registration Statement and
Prospectus.
(f) If and whenever the determination of net asset value is suspended and
until such suspension is terminated, no further orders for Creation Units will
be processed by the Distributor except such unconditional orders as may have
been placed with the Distributor before it had knowledge of the suspension. In
addition, the Trust reserves the right to suspend sales and Distributor's
authority to process orders for Creation Units on behalf of the Trust, upon due
notice to the Distributor, if, in the judgment of the Trust, it is in the best
interests of the Trust to do so. Suspension will continue for such period as may
be determined by the Trust.
(g) The Distributor is not authorized by the Trust to give any information
or to make any representations other than those contained in the Registration
Statement or Prospectus or contained in shareholder reports or other material
that may be prepared by or on behalf of the Trust for the Distributor's use. The
Distributor shall be entitled to rely on and shall not be responsible in any way
for information provided to it by the Trust and its respective service providers
and shall not be liable or responsible for the errors and omissions of such
service providers, provided that the foregoing shall not be construed to protect
the Distributor against any liability to the Trust or the Trust's shareholders
to which the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement.
(h) At the request of the Trust, the Distributor shall enter into
agreements in the form
specified by the Trust (each a "Participant Agreement") with participants in the
system for book-entry of The Depository Trust Company and the NSCC as described
in the Prospectus.
(j) The Distributor shall ensure that all direct requests for
Prospectuses, Statements of Additional of Information, Product Descriptions and
periodic fund reports, as applicable, are fulfilled. In addition, the
Distributor shall arrange to provide Listing Exchange (and any other national
stock exchange on which the Shares may be listed) with copies of Prospectuses
and Statements of Additional Information and Product Descriptions to be provided
to purchasers in the secondary market. The Distributor will generally make it
known in the brokerage community that Prospectuses and Statements of Additional
Information and Product Descriptions are available, including by (i) advising
the Listing Exchange on behalf of its member firms of the same, (ii) making such
disclosure in all marketing and advertising materials prepared and/or filed by
the Distributor with the NASD, and (iii) as may otherwise be required by the
Commission.
(k) The Distributor agrees to make available, at the Trust's request, one
or more members of its staff to attend Board meetings of the Trust in order to
provide information with regard to the ongoing distribution process and for such
other purposes as may be requested by the Board of Trustees of the Trust.
(l) The Distributor shall review all sales and marketing materials for
compliance with applicable laws and conditions of any applicable exemptive
order, and file such materials with the NASD when necessary or appropriate. All
such sales and marketing materials must be approved, in writing, by the
Distributor prior to use.
4. Duties of the Trust.
(a) The Trust agrees to issue Creation Unit aggregations of Shares of each
Fund and to request The Depository Trust Company to record on its books the
ownership of such Shares in accordance with the book-entry system procedures
described in the Prospectus in such amounts as the Distributor has requested
through the Transfer Agent in writing or other means of data transmission, as
promptly as practicable after receipt by the Trust of the requisite Deposit
Securities and Cash Component (together with any fees) and acceptance of such
order, upon the terms described in the Registration Statement. The Trust may
reject any order for Creation Units or stop all receipts of such orders at any
time upon reasonable notice to the Distributor, in accordance with the
provisions of the Prospectus and Statement of Additional Information.
(b) The Trust agrees that it will take all action necessary to register an
indefinite number of Shares under the 1933 Act. The Trust will make available to
the Distributor such number of copies of its then currently effective Prospectus
and Statement of Additional Information and Product Description as the
Distributor may reasonably request. The Trust will furnish to the Distributor
copies of semi-annual reports and annual audited reports of the Trust's books
and accounts made by independent public accountants regularly retained by the
Trust and such other publicly available information which the Distributor may
reasonably request for use in connection with the distribution of Creation
Units. The Trust shall keep the Distributor informed of the jurisdictions in
which Shares of the Trust are authorized for sale and shall
promptly notify the Distributor of any change in this information. The
Distributor shall not be liable for damages resulting from the sale of Shares in
authorized jurisdictions where the Distributor had no information from the Trust
that such sale or sales were unauthorized at the time of such sale or sales.
(c) The Trust represents to the Distributor that the Registration
Statement and Prospectus filed by the Trust with the Commission with respect to
the Trust have been prepared in conformity with the requirements of the 1933
Act, the 1940 Act and the rules and regulations of the Commission thereunder.
The Trust will notify the Distributor promptly of any amendment to the
Registration Statement or supplement to the Prospectus and any stop order
suspending the effectiveness of the Registration Statement; provided, however,
that nothing contained in this Agreement shall in any way limit the Trust's
right to file at any time such amendments to any Registration Statement and/or
supplements to any Prospectus, of whatever character, as the Trust may deem
advisable, such right being in all respects absolute and unconditional.
5. Fees and Expenses.
The Distributor will bear the following costs and expenses relating to the
distribution of Creation Units of the Funds: (a) the costs of processing and
maintaining records of creations of Creation Units; (b) the costs of maintaining
the records required of a broker-dealer registered under the 1934 Act; (c) the
expenses of maintaining its registration or qualification as a dealer or broker
under federal or state laws; and (d) all other expenses incurred in connection
with the distribution services contemplated herein, except as specifically
provided in this Agreement.
6. Indemnification.
(a) The Trust agrees to indemnify and hold harmless the Distributor and
each of the directors, officers and employees and any person who controls the
Distributor within the meaning of Section 15 of the 1933 Act (any of the
Distributor, its officers, employees and directors or such control persons, for
purposes of this paragraph, a "Distributor Indemnitee") against any loss,
liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith) arising
out of or based upon (i) the claim that the Registration Statement, Prospectus,
Statement of Additional Information, Product Description, shareholder reports or
other information filed or made public by the Trust (as from time to time
amended) included an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein (and in the case of the Prospectus, Statement of Additional
Information and Product Description, in light of the circumstances under which
they were made) not misleading under the 1933 Act, or any other statute or the
common law, (ii) the breach of any obligation, representation or warranty
pursuant to this Agreement by the Trust, or (iii) the Trust's failure to comply
in any material respect with applicable securities laws. However, the Trust does
not agree to indemnify the Distributor or hold it harmless to the extent that
the statement or omission was made in reliance upon, and in conformity with
information furnished to the Trust by or on behalf of the Distributor. The Trust
will also not indemnify any Distributor Indemnitee with respect to any untrue
statement or omission made in the Registration Statement, Prospectus, Statement
of Additional Information or Product Description that is subsequently corrected
in such document (or an amendment thereof
or supplement thereto) if a copy of the Prospectus (or such amendment or
supplement) was not sent or given to the person asserting any such loss,
liability, claim, damage or expense at or before the written confirmation to
such person in any case where such delivery is required by the 1933 Act and the
Trust had notified the Distributor of the amendment or supplement prior to the
sending of the confirmation. In no case (i) is the indemnity of the Trust in
favor of any Distributor Indemnitee to be deemed to protect the Distributor
Indemnitee against any liability to the Trust or its shareholders to which the
Distributor Indemnitee would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Trust to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against any
Distributor Indemnitee unless the Distributor Indemnitee shall have notified the
Trust in writing of the claim within a reasonable time after the summons or
other first written notification giving information of the nature of the claim
shall have been served upon Distributor Indemnitee (or after Distributor
Indemnitee shall have received notice of service on any designated agent).
However, failure to notify the Trust of any claim shall not relieve the Trust
from any liability which it may have to any Distributor Indemnitee against whom
such action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. The Trust shall be entitled to participate at its
own expense in the defense, or, if it so elects, to assume the defense of any
suit brought to enforce any claims, but if the Trust elects to assume the
defense, the defense shall be conducted by counsel chosen by it and satisfactory
to Distributor Indemnitee, defendant or defendants in the suit. In the event the
Trust elects to assume the defense of any suit and retain counsel, Distributor
Indemnitee, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them. If the Trust does not elect
to assume the defense of any suit, it will reimburse the Distributor Indemnitee,
defendant or defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Trust agrees to notify the Distributor promptly of
the commencement of any litigation or proceedings against it or any of its
officers or Trustees in connection with the issuance or sale of any of the
Creation Units or the Shares.
(b) The Distributor agrees to indemnify and hold harmless the Trust and
each of its Trustees and officers and any person who controls the Trust within
the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the
Trust and each of its Trustees and officers and its controlling persons are
collectively referred to as the "Trust Affiliates") against any loss, liability,
claim, damages or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages or expense and reasonable
counsel fees incurred in connection therewith) arising out of or based upon (i)
the allegation of any wrongful act of the Distributor or any of its directors,
officers or employees, (ii) the breach of any obligation, representation or
warranty pursuant to this Agreement by the Distributor, (iii) the Distributor's
failure to comply in any material respect with applicable securities laws,
including applicable NASD regulations, or (iv) allegation that the Registration
Statement, Prospectus, Statement of Additional Information, Product Description,
shareholder reports, any information or materials relating to the Funds (as
described in section 3(c)(ii)) or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements not misleading, insofar as the
statement or omission was made in reliance upon, and in conformity with
information furnished to the Trust by or on behalf of the Distributor. In no
case (i) is the indemnity of the Distributor in favor of any Trust Affiliate to
be deemed to protect any Trust Affiliate against any liability to the Trust or
its security holders to which such Trust Affiliate would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Distributor to be liable under its
indemnity agreement contained in this paragraph with respect to any claim made
against any Trust Affiliate unless the Trust Affiliate shall have notified the
Distributor in writing of the claim within a reasonable time after the summons
or other first written notification giving information of the nature of the
claim shall have been served upon the Trust Affiliate (or after the Trust
Affiliate shall have received notice of service on any designated agent).
However, failure to notify the Distributor of any claim shall not relieve the
Distributor from any liability which it may have to the Trust Affiliate against
whom such action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. The Distributor shall be entitled to participate at
its own expense in the defense or, if it so elects, to assume the defense of any
suit brought to enforce the claim, but if the Distributor elects to assume the
defense, the defense shall be conducted by counsel chosen by it and satisfactory
to the Trust, its officers and Board and to any controlling person or persons,
defendant or defendants in the suit. In the event that Distributor elects to
assume the defense of any suit and retain counsel, the Trust or controlling
person or persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them. If the Distributor does not
elect to assume the defense of any suit, it will reimburse the Trust, its
officers and Trustees or controlling person or persons, defendant or defendants
in the suit, for the reasonable fees and expenses of any counsel retained by
them. The Distributor agrees to notify the Trust promptly of the commencement of
any litigation or proceedings against it or any of its officers or directors in
connection with the issuance or sale of any of the Creation Units or the Shares.
(c) No indemnified party shall settle any claim against it for which it
intends to seek indemnification from the indemnifying party, under the terms of
section 6(a) or 6(b) above, without the prior written notice to and consent from
the indemnifying party, which consent shall not be unreasonably withheld. No
indemnified or indemnifying party shall settle any claim unless the settlement
contains a full release of liability with respect to the other party in respect
of such action. This section 6 shall survive the termination of this Agreement.
7. Representations.
(a) The Distributor represents and warrants that (i) it is duly organized
as a Colorado corporation and is and at all times will remain duly authorized
and licensed to carry out its services as contemplated herein; (ii) the
execution, delivery and performance of this Agreement are within its power and
have been duly authorized by all necessary action; and (iii) its entering into
this Agreement or providing the services contemplated hereby does not conflict
with or constitute a default or require a consent under or breach of any
provision of any agreement or document to which the Distributor is a party or by
which it is bound and (iv) it is registered as a broker-dealer under the 1934
Act and is a member of the NASD.
(b) The Distributor represents and warrants that: (i) it understands that
pursuant to various U.S. regulations, it is required to establish an anti-money
laundering program, which
satisfies the requirements of Title III of the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (the "USA Patriot Act"); (ii) it has developed, implemented, and will
maintain such an anti-money laundering program and will comply with all
applicable laws and regulations designed to guard against money laundering
activities set out in such program; and (iii) it will allow for appropriate
regulators to examine its anti-money laundering books and records.
(c) The Distributor represents and warrants that: (i) it has procedures in
place reasonably designed to protect the privacy of non-public personal
consumer/customer financial information to the extent required by applicable
law, rule and regulation; (ii) it will comply with all of the applicable terms
and provisions of the 1934 Act; and (iii) it will provide certifications to the
Trust in order to assist the Trust in complying with certain rules under the
1940 Act (by way of example only, Rules 30a-2, 30a-3 and 38a-1) and in
connection with the filing of certain Forms (by way of example only, Form
N-CSR).
(d) The Trust represents and warrants that (i) it is duly organized as a
Delaware business trust and is and at all times will remain duly authorized to
carry out its obligations as contemplated herein; (ii) it is registered as an
investment company under the 1940 Act; (iii) the execution, delivery and
performance of this Agreement are within its power and have been duly authorized
by all necessary action; and (iv) its entering into this Agreement does not
conflict with or constitute a default or require a consent under or breach of
any provision of any agreement or document to which the Trust is a party or by
which it is bound.
8. Duration, Termination and Amendment.
(a) This Agreement shall be effective on March 21, 2005, and unless
terminated as provided herein, shall continue for two years from its effective
date, and thereafter from year to year, provided such continuance is approved
annually by (i) by vote of a majority of the Trustees or by the vote of a
majority of the outstanding voting securities of the Fund and (ii) by the vote
of a majority of those Trustees who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may be terminated at any
time, without the payment of any penalty, as to each Fund (i) by vote of a
majority of those Trustees who are not parties to this Agreement or interested
persons of any such party or (ii) by vote of a majority of the outstanding
voting securities of the Fund, on at least sixty (60) days prior written notice
to the Distributor. This Agreement shall automatically terminate without the
payment of any penalty in the event of its assignment.
As used in this paragraph, terms "vote of a majority of the outstanding
voting securities", "assignment", "affiliated person" and "interested
person" shall have the respective meanings specified in the 1940 Act.
(b) No provision of this Agreement may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against which
an enforcement of the change, waiver, discharge or termination is sought.
9. Notice. Any notice or other communication authorized or required by this
Agreement to
be given to either party shall be in writing and deemed to have been given when
delivered in person or by confirmed facsimile, or posted by certified mail,
return receipt requested, to the following address (or such other address as a
party may specify by written notice to the other):
if to the Distributor:
ALPS Distributors, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn.: General Counsel
fax: 000.000.0000
if to the Trust:
WisdomTree Trust
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn.: Xxxxxxxx Xxxxxxxxx, President
fax: 000-000-0000
with a copy to;
WisdomTree Investments, Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Legal Department
Fax: 000-000-0000
10. Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the state of Delaware, without giving effect to the
choice of laws provisions thereof.
11. Counterparties. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
12. Severability. If any provisions of this Agreement shall be held or made
invalid, in whole or in part, then the other provisions of this Agreement shall
remain in force. Invalid provisions shall, in accordance with this Agreement's
intent and purpose, be amended, to the extent legally possible, by valid
provisions in order to effectuate the intended results of the invalid
provisions.
13. Insurance. The Distributor will maintain at its expense an errors and
omissions insurance policy which covers services by the Distributor hereunder.
14. Confidentiality. During the term of this Agreement, the Distributor and the
Trust may have access to confidential information relating to such matters as
either party's business, trade secrets, systems, procedures, manuals, products,
contracts, personnel, and clients. As used in this Agreement, "Confidential
Information" means information belonging to one of the parties
which is of value to such party and the disclosure of which could result in a
competitive or other disadvantage to such party. Confidential Information
includes, without limitation, financial information, proposal and presentations,
reports, forecasts, inventions, improvements and other intellectual property;
trade secrets; know-how; designs, processes or formulae; software; market or
sales information or plans; customer lists; and business plans, prospects and
opportunities (such as possible acquisitions or dispositions of businesses or
facilities). Confidential Information includes information developed by either
party in the course of engaging in the activities provided for in this
Agreement, unless: (i) the information is or becomes publicly known through
lawful means; (ii) the information is disclosed to the other party without a
confidential restriction by a third party who rightfully possesses the
information and did not obtain it, either directly or indirectly, from one of
the parties, as the case may be, or any of their respective principals,
employees, affiliated persons, or affiliated entities. The parties understand
and agree that all Confidential Information shall be kept confidential by the
other both during and after the term of this Agreement. Each party shall
maintain commercially reasonable information security policies and procedures
for protecting Confidential Information. The parties further agree that they
will not, without the prior written approval by the other party, disclose such
Confidential Information, or use such Confidential Information in any way,
either during the term of this Agreement or at any time thereafter, except as
required in the course of this Agreement and as proved by the other party or as
required by law. Upon termination of this Agreement for any reason, or as
otherwise requested by the Trust, all Confidential Information held by or on
behalf of ALPS shall be promptly returned to the Trust, or an authorized officer
of ALPS will certify to the Trust in writing that all such Confidential
Information has been destroyed. This section 14 shall survive the termination of
this Agreement.
15. Limitation of Liability. The Declaration of Trust dated December 15, 2005,
establishing the Trust, which is hereby referred to and a copy of which is on
file with the Secretary of State of the State of Delaware, provides that the
Trustees shall be entitled to the protection against personal liability for the
obligations of the Trust under Section 3803(b) of the Delaware Business Trust
Act, as amended (the "DBTA"). It is expressly acknowledged and agreed that the
obligations of the Trust hereunder shall not be binding upon any of the
shareholders, Trustees, officers, employees or agents of the Trust, personally,
but shall bind only the trust property of the Trust, as provided in its
Declaration of Trust and under Section 3803 of the DBTA. The execution and
delivery of this Agreement have been authorized by the Trustees of the Trust and
signed by an officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust as provided in its Declaration of Trust and under Section 3803 of the
DBTA. The Distributor understands that the rights and obligations of each series
of shares of the Trust under the Declaration of Trust are separate and distinct
from those of any and all other series. This section 15 shall survive the
termination of this Agreement.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first set forth
above.
WISDOMTREE TRUST
By:____________________
Name: Xxxxxxxx Xxxxxxxxx
Title: President
ALPS DISTRIBUTORS, INC.
By:________________________
Name:
Title:
EXHIBIT A
WisdomTree Total Dividend Fund
WisdomTree High-Yielding Equity(SM) Fund
WisdomTree LargeCap Dividend Fund
WisdomTree Dividend Top 100(SM) Fund
WisdomTree MidCap Dividend Fund
WisdomTree SmallCap Dividend Fund
WisdomTree DIEFA(SM) Fund
WisdomTree DIEFA High-Yielding Equity Fund
WisdomTree Europe Total Dividend Fund
WisdomTree Europe High-Yielding Equity Fund
WisdomTree Europe SmallCap Dividend Fund
WisdomTree Japan Total Dividend Fund
WisdomTree Japan High-Yielding Equity Fund
WisdomTree Japan SmallCap Dividend Fund
WisdomTree Pacific ex-Japan Total Dividend Fund
WisdomTree Pacific ex-Japan High-Yielding Equity Fund
WisdomTree International LargeCap Dividend Fund
WisdomTree International Dividend Top 100(SM) Fund
WisdomTree International MidCap Dividend Fund
WisdomTree International SmallCap Dividend Fund
WisdomTree International Basic Materials Sector Fund
WisdomTree International Communications Sector Fund
WisdomTree International Consumer Cyclical Sector Fund
WisdomTree International Consumer Non-Cyclical Sector Fund
WisdomTree International Energy Sector Fund
WisdomTree International Financial Sector Fund
WisdomTree International Health Care Sector Fund
WisdomTree International Industrial Sector Fund
WisdomTree International Technology Sector Fund
WisdomTree International Utilities Sector Fund
Dated: June 12, 2006
