CLARIFYING AMENDMENT TO SUB-ADVISORY AGREEMENT
CLARIFYING AMENDMENT TO SUB-ADVISORY AGREEMENT
This Amendment No. 1 (this “Amendment”), made and entered into as of June 18, 2013, is made a part of the Amended and Restated Sub-Advisory Agreement by and between WisdomTree Asset Management, Inc. (the “Investment Adviser”), and Mellon Capital Management Corporation (the “Sub-Adviser”), dated January 1, 2013 (the “Agreement”). Any defined terms used herein that are not defined above shall be defined as set forth in the Agreement.
WHEREAS, the Agreement restated and replaced certain existing sub-advisory agreements (“Existing Sub-Advisory Agreements”) between the parties, whereby the Existing Sub-Advisory Agreements contained an initial term of two (2) years from their November 20, 2012 effective dates (i.e., November 20, 2014) (“Original Term”);
WHEREAS, the Agreement contains an initial term of two (2) years from its January 1, 2013 effective date (i.e., January 1, 2015), which is longer than the Original Term;
WHEREAS, the parties desire to amend the Agreement in order to reflect the Original Term;
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
| 1. | The first two sentences of “Section 12. Duration of Agreement” are hereby deleted in their entirety and replaced with the following sentence: |
| “This Agreement shall become effective with respect to each existing Fund upon the date first written above and shall continue in effect for a period beyond November 20, 2014 only so long as such continuance is specifically approved at least annually by the Board of Trustees, provided that in such event such continuance shall also be approved by the vote of a majority of those Trustees who are not “interested persons” (as defined in the Investment Company Act) of any party to this Agreement (“Independent Trustees”) cast in person at a meeting called for the purpose of voting on such approval.” |
| 2. | All other terms and conditions of the Agreement shall remain in full force and effect. |
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
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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.
In witness whereof, the parties have caused this Amendment to be executed by their officers designated below as of the date first written above.
| “INVESTMENT ADVISER” | “SUB-ADVISER” | |||||
| WisdomTree Asset Management, Inc. | Mellon Capital Management Corporation | |||||
| By: |
|
By: |
| |||
| Name: | Xxxxxxxx Xxxxxxxxx | Name: | Xxxxx Xxxxx | |||
| Title: | Chief Executive Officer | Title: | Managing Director | |||
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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
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
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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 United Kingdom Hedged Equity Fund
WisdomTree Japan Small Cap 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: | By: | |||||
| Name: | Name: Xxxxx Xxxxx | |||||
| Title: | Title: Managing Director | |||||
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