WISDOMTREE TRUST FUND OF FUNDS INVESTMENT AGREEMENT
Exhibit (h)(20)(i)
WISDOMTREE TRUST
FUND OF FUNDS INVESTMENT AGREEMENT
This Fund of Funds Investment Agreement (“Agreement”) is made as of this 19th day of January, 2022, by and between WisdomTree Trust (the “Trust”), on behalf of each of its current and future series, severally and not jointly (each, an “Acquired Fund”) and the registered investment company, on behalf of each of its current and future series, severally and not jointly, set forth on Appendix A (each an “Acquiring Fund”).
WHEREAS, the Trust is an open-end management investment company registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits investment by an investment company, as defined in the 1940 Act, and any company or companies controlled by such company, in any other investment company that is registered under the 1940 Act; and
WHEREAS, Section 12(d)(1)(B) of the 1940 Act limits the sale by a registered open-end investment company, any principal underwriter therefor, or any broker or dealer registered under the Securities Exchange Act of 1934 of any security issued by such registered open-end investment company, knowingly, to any other investment company; and
WHEREAS, Section 12(d)(1)(C) of the 1940 Act limits investment by an investment company, and any company or companies controlled by such investment company, in a registered closed-end investment company; and
WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”), subject to compliance with the conditions of the Rule, exempts each Acquired Fund and each Acquiring Fund from the limits of Section 12(d)(1)(A), (B) and (C) of the 1940 Act, as applicable; and
WHEREAS, in reliance on the Rule, each Acquiring Fund may, from time to time, acquire Shares of one or more Acquired Fund in excess of the limits imposed by Section 12(d)(1)(A), (B) and (C), as applicable.
NOW, THEREFORE, in accordance with the Rule and in consideration of the potential benefits to an Acquired Fund and an Acquiring Fund arising out of the investment by the Acquiring Funds in an Acquired Fund, the parties agree as follows:
| 1. | Terms of Investment |
(a) In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with
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making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows:
(i) In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, and Rule 6c-11, the Acquired Fund may honor any redemption request from the Authorized Participant acting as an intermediary to execute the Acquiring Fund’s transaction partially or wholly in-kind.
(ii) Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.
(b) In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule.
| 2. | Representation and Warranties of the Acquired Funds. |
(a) Pursuant to the Rule, the Acquired Funds will comply with this Agreement and the terms and conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to the Acquired Funds.
(b) The Acquired Funds will comply with its obligations under this Agreement.
(c) The Acquired Funds will promptly notify the Acquiring Funds if such Acquired Fund fails to comply with the Rule, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
| 2. | Representation and Warranties of the Acquiring Funds. |
(a) Each Acquiring Fund will comply with this Agreement and the terms and conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time.
(b) The Acquiring Fund will comply with its obligations under this Agreement.
(c) The Acquiring Fund will promptly notify the Acquired Funds if such Acquiring Fund fails to comply with the Rule, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
| 3. | Termination; Governing Law. |
(a) This Agreement shall be effective for the duration of the Acquired Fund’s and the Acquiring Fund’s reliance on the Rule, as interpreted or modified by the SEC or its Staff
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from time to time. While the terms of the Agreement shall only be applicable to investments in the Acquired Fund made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 3(b).
(b) This Agreement will continue until terminated in writing by either party upon sixty (60) days’ written notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule.
(c) This Agreement will be governed by Delaware law without regard to choice of law principles.
| 4. | Notices. |
All notices, including any information that either party is required to deliver to the other by the Rule or by this Agreement shall be in writing and shall be delivered by registered or overnight mail, facsimile or electronic mail to the address for each party set forth below (which may be changed from time to time upon written notice to the other party). All notices, demands or requests so given will be deemed given when actually received as evidenced by written confirmation thereof. Except with respect to facsimile or e-mail notice provided pursuant to Section 2(b), facsimile or email notice shall not be deemed to have been delivered unless followed promptly by written notice delivered by registered or overnight mail.
If to the Acquired Fund:
WisdomTree Trust
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Fund Legal
Email: 00xXxxxxx@xxxxxxxxxx.xxx
If to the Acquiring Fund:
c/o Equitable Investment Management
1290 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Email: XXX-Xxxxxxxxxx@xxxxxxxxx.xxx
| 5. | Miscellaneous. |
(a) Assignment. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and representatives as applicable. This Agreement shall not be assignable. Any purported assignment in violation of the immediately preceding sentence shall be void and of no effect.
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(b) Amendment. With the exception of the contact information listed in Section 4, which may be changed from time to time upon notice to the other party, the parties may amend this Agreement only by a written agreement signed by both parties.
(c) Counterparts. This Agreement may be executed in two counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by email or otherwise) to the other party, it being understood that all parties need not sign the same counterpart. Any counterpart or other signature hereupon delivered by email shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by the party delivering it.
IN WITNESS WHEREOF, the parties have duly executed this Acquiring Fund Investment Agreement as of the date first set forth above.
| WisdomTree Trust | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxxx Steinbeg | |
| Title: | President | |
| EQ Advisors TruST 1290 FUNDS | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxx | |
| Title: | Senior Vice President and | |
| Chief Investment Officer | ||
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APPENDIX A
List of Funds to which the Agreement Applies
Acquiring Funds
1290 VT Convertible Securities Portfolio
1290 VT DoubleLine Dynamic Allocation Portfolio
1290 VT DoubleLine Opportunistic Bond Portfolio
1290 VT Equity Income Portfolio
1290 VT GAMCO Mergers & Acquisitions Portfolio
1290 VT GAMCO Small Company Value Portfolio
1290 VT High Yield Bond Portfolio
1290 VT Low Volatility Global Equity Portfolio
1290 VT Micro Cap Portfolio
1290 VT Moderate Growth Allocation Portfolio
1290 VT Multi-Alternative Strategies Portfolio
1290 VT Natural Resources Portfolio
1290 VT Real Estate Portfolio
1290 VT Small Cap Value Portfolio
1290 VT SmartBeta Equity Portfolio
1290 VT Socially Responsible Portfolio
ATM International Managed Volatility Portfolio
ATM Large Cap Managed Volatility Portfolio
ATM Mid Cap Managed Volatility Portfolio
ATM Small Cap Managed Volatility Portfolio
EQ/2000 Managed Volatility Portfolio
EQ/400 Managed Volatility Portfolio
EQ/500 Managed Volatility Portfolio
EQ/AB Dynamic Aggressive Growth Portfolio
EQ/AB Dynamic Growth Portfolio
EQ/AB Dynamic Moderate Growth Portfolio
EQ/AB Short Duration Government Bond Portfolio
EQ/AB Small Cap Growth Portfolio
EQ/AB Sustainable U.S. Thematic Portfolio
EQ/Aggressive Growth Strategy Portfolio
EQ/All Asset Growth Allocation Portfolio
EQ/American Century Mid Cap Value Portfolio
EQ/American Century Moderate Growth Allocation Portfolio
EQ/AXA Investment Managers Moderate Allocation Portfolio
EQ/Balanced Strategy Portfolio
EQ/Capital Group Research Portfolio
EQ/ClearBridge Large Cap Growth Portfolio
EQ/ClearBridge Select Equity Managed Volatility Portfolio
EQ/Common Stock Index Portfolio
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EQ/Conservative Growth Strategy Portfolio
EQ/Conservative Strategy Portfolio
EQ/Core Bond Index Portfolio
EQ/Emerging Markets Equity PLUS Portfolio
EQ/Equity 500 Index Portfolio
EQ/Fidelity Institutional AM® Large Cap Portfolio
EQ/First Trust Moderate Growth Allocation Portfolio
EQ/Franklin Growth Allocation Portfolio
EQ/Franklin Moderate Allocation Portfolio
EQ/Franklin Rising Dividends Portfolio
EQ/Franklin Small Cap Value Managed Volatility Portfolio
EQ/Franklin Strategic Income Portfolio
EQ/Global Equity Managed Volatility Portfolio
EQ/Xxxxxxx Xxxxx Growth Allocation Portfolio
EQ/Xxxxxxx Sachs Mid Cap Value Portfolio
EQ/Xxxxxxx Xxxxx Moderate Growth Allocation Portfolio
EQ/Growth Strategy Portfolio
EQ/Intermediate Government Bond Portfolio
EQ/International Core Managed Volatility Portfolio
EQ/International Equity Index Portfolio
EQ/International Managed Volatility Portfolio
EQ/International Value Managed Volatility Portfolio
EQ/Invesco Xxxxxxxx Portfolio
EQ/Invesco Global Portfolio
EQ/Invesco Global Real Assets Portfolio
EQ/Invesco International Growth Portfolio
EQ/Invesco Moderate Allocation Portfolio
EQ/Invesco Moderate Growth Allocation Portfolio
EQ/Janus Enterprise Portfolio
EQ/JPMorgan Growth Allocation Portfolio
EQ/JPMorgan Value Opportunities Portfolio
EQ/Large Cap Core Managed Volatility Portfolio
EQ/Large Cap Growth Index Portfolio
EQ/Large Cap Growth Managed Volatility Portfolio
EQ/Large Cap Value Index Portfolio
EQ/Large Cap Value Managed Volatility Portfolio
EQ/Lazard Emerging Markets Equity Portfolio
EQ/Long-Term Bond Portfolio
EQ/Xxxxxx Xxxxxx Growth Portfolio
EQ/MFS International Growth Portfolio
EQ/MFS International Intrinsic Value Portfolio
EQ/MFS Mid Cap Focused Growth Portfolio
EQ/MFS Technology Portfolio
EQ/MFS Utilities Series Portfolio
EQ/Mid Cap Index Portfolio
EQ/Mid Cap Value Managed Volatility Portfolio
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EQ/Moderate Growth Strategy Portfolio
EQ/Money Market Portfolio
EQ/Xxxxxx Xxxxxxx Small Cap Growth Portfolio
EQ/PIMCO Global Real Return Portfolio
EQ/PIMCO Real Return Portfolio
EQ/PIMCO Total Return Portfolio
EQ/PIMCO Ultra Short Bond Portfolio
EQ/Quality Bond PLUS Portfolio
EQ/Small Company Index Portfolio
EQ/X. Xxxx Price Growth Stock Portfolio
EQ/X. Xxxx Price Health Sciences Portfolio
EQ/Ultra Conservative Strategy Portfolio
EQ/Value Equity Portfolio
EQ/Wellington Energy Portfolio
Equitable Growth MF/ETF Portfolio
Equitable Moderate Growth MF/ETF Portfolio
Multimanager Aggressive Equity Portfolio
Multimanager Core Bond Portfolio
Multimanager Technology Portfolio
1290 FUNDS
1290 Diversified Bond Fund
1290 DoubleLine Dynamic Allocation Fund
1290 GAMCO Small/Mid Cap Value Fund
1290 High Yield Bond Fund
1290 Multi-Alternative Strategies Fund
1290 SmartBeta Equity Fund
1290 Retirement 2020 Fund
1290 Retirement 2025 Fund
1290 Retirement 2030 Fund
1290 Retirement 2035 Fund
1290 Retirement 2040 Fund
1290 Retirement 2045 Fund
1290 Retirement 2050 Fund
1290 Retirement 2055 Fund
1290 Retirement 2060 Fund
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Acquired Funds
WisdomTree ETFs
12(d) Exemptive Relief Eligibility
| DOMESTIC EQUITY ETFs | ||
| CORE | ||
| Large Cap |
Ticker | |
| U.S. LargeCap |
EPS | |
| U.S. Quality Dividend Growth |
DGRW | |
| U.S. Multifactor |
USMF | |
| Mid & Small Cap |
Ticker | |
| U.S. MidCap |
EZM | |
| U.S. SmallCap |
EES | |
| U.S. SmallCap Quality Dividend Growth |
DGRS | |
| VALUE | ||
| Large Cap |
Ticker | |
| U.S. LargeCap Dividend |
DLN | |
| U.S. Total Dividend |
DTD | |
| U.S. High Dividend |
DHS | |
| U.S. Dividend ex-Financials |
DTN | |
| U.S. Quality Shareholder Yield |
QSY | |
| Mid & Small Cap |
Ticker | |
| U.S. MidCap Dividend |
DON | |
| U.S. SmallCap Dividend |
DES | |
| GROWTH | ||
| Large Cap |
Ticker | |
| Growth Leaders |
PLAT | |
| U.S. Growth & Momentum |
WGRO | |
| EMERGING MARKETS EQUITY ETFs | ||
| Emerging Markets |
Ticker | |
| Emerging Markets High Dividend |
DEM | |
| Emerging Markets Quality Dividend Growth |
DGRE | |
| Emerging Markets Multifactor |
EMMF | |
| Emerging Markets SmallCap Dividend |
DGS | |
| Regional/Single Country |
Ticker | |
| India Earnings |
EPI | |
| INTERNATIONAL EQUTIY ETFs | ||
| International |
Ticker | |
| International Equity |
DWM | |
| International Multifactor |
DWMF | |
| Dynamic Currency Hedged International Equity |
DDWM | |
| International LargeCap Dividend |
DOL | |
| International Dividend ex-Financials |
DOO | |
| International High Dividend |
DTH | |
| International Hedged Quality Dividend Growth |
IHDG | |
| International Quality Dividend Growth |
IQDG | |
| International Mid & Small Cap |
Ticker | |
| International SmallCap Dividend |
DLS | |
| Dynamic Currency Hedged International SmallCap Equity |
DDLS | |
| International MidCap Dividend |
DIM | |
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| Global |
Ticker | |
| Global ex-U.S. Quality Dividend Growth |
DNL | |
| Global High Dividend |
DEW | |
| Global ex-U.S. Real Estate |
DRW | |
| Regional/Single Country |
Ticker | |
| Japan Hedged Equity |
DXJ | |
| Europe Hedged Equity |
HEDJ | |
| Europe Quality Dividend Growth |
EUDG | |
| Germany Hedged Equity |
DXGE | |
| Regional/Single Country Small Cap |
Ticker | |
| Japan SmallCap Dividend |
DFJ | |
| Japan Hedged SmallCap Equity |
DXJS | |
| Europe SmallCap Dividend |
DFE | |
| Europe Hedged SmallCap Equity |
EUSC | |
| ESG ETFs | ||
| Ticker | ||
| U.S. ESG |
RESP | |
| Emerging Markets ESG |
RESE | |
| International ESG |
RESD | |
| Emerging Markets ex-State-Owned Enterprises |
XSOE | |
| China ex-State-Owned Enterprises |
CXSE | |
| India ex-State-Owned Enterprises |
IXSE | |
| FIXED INCOME ETFs | ||
| Strategic Core |
Ticker | |
| Yield Enhanced U.S. Aggregate Bond |
AGGY | |
| Yield Enhanced U.S. Short-Term Aggregate Bond |
SHAG | |
| Mortgage Plus Bond |
MTGP | |
| Short Term Government |
Ticker | |
| Floating Rate Treasury |
USFR | |
| Interest Rate Strategies |
Ticker | |
| Interest Rate Hedged U.S. Aggregate Bond |
AGZD | |
| Interest Rate Hedged High Yield Bond |
HYZD | |
| Credit |
Ticker | |
| U.S. Corporate Bond |
WFIG | |
| U.S. Short-Term Corporate Bond |
SFIG | |
| U.S. High Yield Corporate Bond |
WFHY | |
| Emerging Markets |
Ticker | |
| Emerging Markets Local Debt |
ELD | |
| Emerging Markets Corporate Bond |
EMCB | |
| Currency Strategies |
Ticker | |
| Emerging Currency Strategy |
CEW | |
| Bloomberg U.S. Dollar Bullish |
USDU | |
| Chinese Yuan Strategy |
CYB | |
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| ALTERNATIVE ETFs | ||
| Managed Futures |
Ticker | |
| Managed Futures Strategy |
WTMF | |
| Option-Based |
Ticker | |
| CBOE S&P 500 PutWrite Strategy |
PUTW | |
| Commodity |
Ticker | |
| Enhanced Commodity Strategy1 |
GCC | |
| Credit |
Ticker | |
| Alternative Income* |
HYIN | |
| Target Range |
Ticker | |
| Target Range |
GTR | |
| CAPITAL EFFICIENT ETFs | ||
| Core |
Ticker | |
| U.S. Efficient Core2 |
NTSX | |
| International Efficient Core |
NTSI | |
| Emerging Markets Efficient Core |
NTSE | |
| Tactical |
Ticker | |
| Efficient Gold Plus Gold Miners Strategy |
GDMN | |
| MEGATRENDS | ||
| Ticker | ||
| Cloud Computing |
WCLD | |
| Cybersecurity |
WCBR | |
| BioRevolution |
WDNA | |
| Artificial Intelligence and Innovation |
WTAI | |
| 1 | Prior to 12/21/2020, the ticker symbol GCC was used for an Exchange Traded Commodity Pool trading under a different name and strategy. |
| 2 | Formerly WisdomTree 90/60 U.S. Balanced Fund. |
| * | This Fund operates as a Fund-of-Funds and is not covered under WisdomTree’s 12(d)(1) exemptive relief or Rule 12d1-4. |
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