APPENDIX A TO SUB-ADVISORY AGREEMENT Effective as of June 18, 2013
APPENDIX A
TO
Effective as of June 18, 2013
FUNDS FOR WHICH MELLON CAPITAL MANAGEMENT CORPORATION ACTS AS SUB-ADVISER
ALTERNATIVE FUNDS
WisdomTree Managed Futures Strategy Fund
WisdomTree Global Real Return Fund
CURRENCY AND FIXED INCOME FUNDS
WisdomTree Brazilian Real Fund
WisdomTree Chinese Yuan Fund
WisdomTree Indian Rupee Fund
WisdomTree Emerging Currency Fund
WisdomTree Commodity Currency Fund
WisdomTree Australia & New Zealand Debt Fund
WisdomTree Asia Local Debt Fund
WisdomTree Euro Debt Fund
WisdomTree Emerging Markets Local Debt Fund
DOMESTIC EQUITY FUNDS
WisdomTree Total Dividend Fund
WisdomTree Dividend ex-Financials Fund
WisdomTree Equity Income Fund
WisdomTree LargeCap Dividend Fund
WisdomTree MidCap Dividend Fund
WisdomTree SmallCap Dividend Fund
WisdomTree Total Earnings Fund
WisdomTree Earnings 500 Fund
WisdomTree LargeCap Value Fund
WisdomTree MidCap Earnings Fund
WisdomTree SmallCap Earnings Fund
WisdomTree U.S. Dividend Growth Fund
WisdomTree U.S. SmallCap Dividend Growth Fund
INTERNATIONAL EQUITY FUNDS
WisdomTree DEFA Fund
WisdomTree DEFA Equity Income Fund
WisdomTree Europe Hedged Equity Fund
WisdomTree Global Equity Income Fund
WisdomTree Europe SmallCap Dividend Fund
WisdomTree India Earnings Fund
A-3
WisdomTree Japan Hedged Equity Fund
WisdomTree Global ex-US Growth Fund
WisdomTree Japan SmallCap Dividend Fund
WisdomTree Asia Pacific ex-Japan Fund
WisdomTree Australia Dividend Fund
WisdomTree International Dividend ex-Financials Fund
WisdomTree International LargeCap Dividend Fund
WisdomTree International MidCap Dividend Fund
WisdomTree International SmallCap Dividend Fund
WisdomTree Emerging Markets Equity Income Fund
WisdomTree Emerging Markets SmallCap Dividend Fund
WisdomTree Middle East Dividend Fund
WisdomTree Commodity Country Equity Fund
WisdomTree Global Natural Resources Fund
WisdomTree Global ex-US Utility Fund
WisdomTree Global ex-US Real Estate Fund
WisdomTree Emerging Markets Dividend Growth Fund
WisdomTree Emerging Markets Consumer Growth Fund
WisdomTree Korea Hedged Equity Fund
WisdomTree United Kingdom Hedged Equity Fund
WisdomTree Japan Small Cap Hedged Equity Fund
WisdomTree Germany Hedged Equity Fund
The Investment Adviser hereby appoints Mellon Capital Management Corporation, and Mellon Capital Management Corporation hereby accepts appointment, as the Sub-Adviser for the Fund(s) set forth above.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.
| WISDOMTREE ASSET MANAGEMENT, INC. |
MELLON CAPITAL MANAGEMENT CORPORATION | |||||||
| By: |
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By: |
| |||||
| Name: Xxxxxxxx Xxxxxxxxx | Name: Xxxxx Xxxxx | |||||||
| Title: C.E.O. | Title: Managing Director | |||||||
A-4
APPENDIX B-2
TO
AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Effective as of June 18, 2013
INTERNATIONAL FUNDS
WisdomTree Global Equity Income Fund
WisdomTree Global Natural Resources Fund
WisdomTree Global ex-U.S. Growth Fund
WisdomTree Global ex-U.S. Utilities Fund
WisdomTree Global ex-U.S. Real Estate Fund
WisdomTree Asia Pacific ex-Japan Fund
WisdomTree Commodity Country Equity Fund
WisdomTree Emerging Markets Equity Income Fund
WisdomTree Emerging Markets SmallCap Dividend Fund
WisdomTree India Earnings Fund
WisdomTree Middle East Dividend Fund
WisdomTree DEFA Fund
WisdomTree DEFA Equity Income Fund
WisdomTree Europe Hedged Equity Fund
WisdomTree International LargeCap Dividend Fund
WisdomTree International MidCap Dividend Fund
WisdomTree International SmallCap Dividend Fund
WisdomTree International Dividend ex-Financials Fund
WisdomTree Europe SmallCap Dividend Fund
WisdomTree Japan Hedged Equity Fund
WisdomTree Japan SmallCap Dividend Fund
WisdomTree Australia Dividend Fund
WisdomTree Emerging Markets Dividend Growth Fund
WisdomTree Emerging Markets Consumer Growth Fund
WisdomTree Korea Hedged Equity Fund
WisdomTree United Kingdom Hedged Equity Fund
WisdomTree Japan Small Cap Hedged Equity Fund
WisdomTree Germany Hedged Equity Fund
Annual Fees
| Average Daily Net Assets |
Basis Point Rate | |
| First $1 billion |
0.075% (seven and a half basis points) | |
| Next $1 billion |
0.05% (five basis points) | |
| Next $3 billion |
0.03% (three basis points) | |
| In excess of $5 billion |
0.02% (two basis points) | |
| Minimum Quarterly Fee |
$12,500 | |
| Minimum Annual Fee per Fund |
$50,000 | |
B2-1
Each Fund listed above (each a “Fund” and collectively, the “Funds”) shall pay a “Basis Point Fee” or a “Minimum Quarterly Fee” or a “Minimum Annual Fee”, as described below.
The Basis Point Fee applicable to the Funds will be calculated as of the last day of each month based on the total of the average daily net assets of the combined Funds above.
The monthly Basis Point Fee applicable to the Funds will be calculated as follows. First, the average daily net assets of the Funds are multiplied by the applicable Basis Point Rate(s) shown in the table above. The resultant dollar amount is then multiplied by a fraction, the numerator which is the number of days in the month and the denominator which is the number of days in the year, to generate the monthly “Basis Point Fee”. If any Fund is in operation for less than a full month, the Basis Point Fee will be adjusted on a pro rata basis based on the number of days such Fund is in operation during such month.
At the end of each calendar quarter, the total of the Basis Point Fee for each Fund for such quarter (i.e., the sum of the Basis Point Fee for each month in such quarter) will be compared to the Minimum Quarterly Fee for each Fund for such quarter. If the Basis Point Fee for each Fund for such quarter is higher than the Minimum Quarterly Fee for that quarter, the Funds shall pay the Basis Point Fee. If the Basis Point Fee for any Fund for such quarter is less than the Minimum Quarterly Fee for that quarter, each such Fund shall pay the Minimum Quarterly Fee. Notwithstanding the foregoing, once the total of the fees payable to the Sub-Adviser with respect to each Fund in any calendar year equals or exceeds the Minimum Annual Fee payable for such calendar year (or the pro rata portion of the Minimum Annual Fee payable for partial calendar years), such Fund shall not be required to make further payments of the Minimum Quarterly Fee or Minimum Annual Fee with respect to such Fund for that calendar year.
The Minimum Quarterly Fee shall be calculated on a pro rata basis based on the number of days each Fund is in operation during a calendar quarter. The Minimum Annual Fee shall be calculated on a pro rata basis based on the number of days the Fund is in operation during a calendar year. For fee calculation purposes, a Fund’s commencement of operations is the date upon which assets necessary to purchase one creation unit are contributed to the Fund. A Fund’s last day of operations is the date upon which its assets are liquidated. Monthly Basis Point Fees and Minimum Quarterly Fees, as applicable, will be payable in arrears on a calendar quarter basis within 30 days after the end of each calendar quarter.
If any Fund or the Investment Adviser terminates this Agreement (except to the extent permitted by Section 13.B herein) before the end of the twelve month period beginning on the date of the Fund’s commencement of operations, the total Minimum Annual Fee will be calculated, due and payable as if the Manager had sub-advised such Fund for a full calendar year and the termination date is the last day of such full calendar year.
| WISDOMTREE ASSET MANAGEMENT, INC. | MELLON CAPITAL MANAGEMENT CORPORATION | |||||||
| By: |
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By: |
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| Name: Xxxxxxxx Xxxxxxxxx | Name: Xxxxx Xxxxx | |||||||
| Title: CEO | Title: Managing Director | |||||||
B2-2
