FEE WAIVER AGREEMENT
AGREEMENT made as of June 1, 2015 (the "Effective Date"), by and between
WisdomTree Asset Management, Inc. ("WTAM") and WisdomTree Trust, a Delaware
statutory trust (the "Trust"), on behalf of the WisdomTree International
Hedged SmallCap Dividend Fund (the "Fund"), as amended from time to time.
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 intends to track the index of the Fund, in part, by investing
in the WisdomTree International SmallCap Dividend Fund (the "Underlying Fund");
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 of the
Fund in an amount at least equal to the acquired fund fees and expenses
associated with the Underlying 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 in an amount at least equal to the acquired fund fees
and expenses associated with the Underlying Fund.
2. Duration and Termination. The initial term of this Agreement with
respect to each Fund is for the period from the Effective Date through close
of business on July 31, 2018. Thereafter, this Agreement will automatically
renew from year to year unless terminated as described below.
This Agreement may be terminated by:
(i) by the Board of Trustees of the Trust, for any reason, at any
time, or
(ii) by WTAM, for any reason, upon no less than 90 days' prior
written notice to the Trust, which termination shall be
effective as of the close of business on the last day
of the then-current period.
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
