FEE WAIVER AGREEMENT
AGREEMENT made as of June 28, 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 November 20, 2012 or
March 26, 2013 (the "Management Agreements"); and
WHEREAS, WTAM is entitled to a fee under the Management Agreements 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
July 31, 2018.
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, 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
Schedule A
Fund: WisdomTree China ex-State-Owned Enterprises Fund
Ticker: CXSE
Gross Management Fee: 0.63%
Fee Waiver: 0.31%
Net Management Fee: 0.32%
Fund: WisdomTree Emerging Markets ex-State-Owned Enterprises Fund
Ticker: XSOE
Gross Management Fee: 0.58%
Fee Waiver: 0.26%
Net Management Fee: 0.32%
Fund: WisdomTree Emerging Markets Consumer Growth Fund
Ticker: EMCG
Gross Management Fee: 0.63%
Fee Waiver: 0.31%
Net Management Fee: 0.32%
Fund: WisdomTree Emerging Markets Quality Dividend Growth Fund
Ticker: DGRE
Gross Management Fee: 0.63%
Fee Waiver: 0.31%
Net Management Fee: 0.32%
Fund: WisdomTree Strong Dollar Emerging Markets Equity Fund
Ticker: EMSD
Gross Management Fee: 0.58%
Fee Waiver: 0.26%
Net Management Fee: 0.32%
