FEE WAIVER AGREEMENT
AGREEMENT made as of February 2, 2017 (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
February 2, 2020.
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, conf1ict 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/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
WISDOMTREE ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chief Operating Officer
Schedule A
Fund: WisdomTree Global ex-Mexico Equity Fund
Ticker: XMX
Gross Management Fee: 0.35%
Fee Waiver: 0.05%
Net Management Fee: 0.30%
