FORM OF LETTER AGREEMENT

ex99_d33

FORM OF LETTER AGREEMENT

December [13], 2013

WisdomTree Asset Management, Inc.

000 Xxxxxxx Xxx. 00^xx Xxxxx

Xxx Xxxx, XX 00000

To Whom it May Concern:

Please be advised, with respect to the December 5, 2012 Sub-Advisory Agreement (“Agreement”) between WisdomTree Asset Management, Inc., Western Asset Management Company, Western Asset Management Company Limited and Western Asset Management Company Pte. Ltd. all references to Appendix A will be applied to all appendices currently included in or added to the Agreement. In addition, the Agreement will be amended to add Western Asset Management Company Ltd, a Japan Stock Company as an additional Sub-Adviser. By executing below, Western Asset Management Company Ltd. agrees to be bound by the terms and conditions of the Agreement.

Acknowledged and agreed:

WISDOMTREE ASSET MANAGEMENT, INC.						WESTERN ASSET MANAGEMENT COMPANY LIMITED
By:						By:
Name:		Xxxxxxxx Xxxxxxxxx				Name:
Title:		Chief Executive Officer				Title:
WESTERN ASSET MANAGEMENT COMPANY						WESTERN ASSET MANAGEMENT COMPANY PTE. LTD.
By:						By:
Name:						Name:
Title:						Title:
WESTERN ASSET MANAGEMENT COMPANY LTD (JAPAN)
By:
Name:		Naoya Orime
Title:		Representative Director

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APPENDIX C

TO THE

DECEMBER 5, 2012

INVESTMENT SUB-ADVISORY AGREEMENT

Updated December 13, 2013

Sub-Advisory Fee
Fund		Annual Sub-Advisory Fee Per Fund		Effective Date		Western Entity Advising Fund
WisdomTree Japan Interest Rate Strategy Fund WisdomTree Japan Interest Rate Portfolio		.		12/13/13		Western Asset Management Company, Western Asset Management Company Limited, Western Asset Management Company Pte. Ltd. Western Asset Management Company Ltd. (Japan)

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