FORM OF EXPENSE PAYMENT AGREEMENT
AGREEMENT made as of October 22, 2006 (the "Effective Date"), by and
between WisdomTree Asset Management, Inc. (the "Adviser") and WisdomTree Trust,
a Delaware statutory trust (the "Trust"), on behalf of each series of the Trust
(each, a "Fund").
WHEREAS, the Adviser has been designated the investment adviser to each
Fund pursuant to the Investment Advisory Agreement between the Adviser and the
Trust dated as of March 21, 2006; and
WHEREAS, pursuant to section 4.(b) of the Investment Advisory Agreement
the Adviser has agreed "to pay all expenses of the Trust, except for: (i)
brokerage expenses and other expenses (such as stamp taxes) connected with the
execution of portfolio transactions or in connection with creation and
redemption transactions; (ii) legal fees or expenses in connection with any
arbitration, litigation or pending or threatened arbitration or litigation,
including any settlements in connection therewith; (iii) compensation and
expenses of the Trustees of the Trust who are not officers, directors/trustees,
partners or employees of the Adviser or its affiliates (the "Independent
Trustees"); (iv) compensation and expenses of counsel to the Independent
Trustees, (iv) compensation and expenses of the Trust's chief compliance
officer; (v) extraordinary expenses; (vi) distribution fees and expenses paid by
the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the
1940 Act; and (vii) the advisory fee payable to the Adviser hereunder..."; and
WHEREAS, the Adviser now wishes to pay on behalf of each Fund certain
expenses specified herein that would otherwise be paid by such Fund in order to
enhance the competitive position and potential success of each Fund; and
WHEREAS, the Board of Trustees of the Trust has determined that it is in
the interest of each Fund for the Adviser to pay such expenses.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Payment of Certain Expenses. The Adviser agrees to pay certain
specified expenses that would otherwise be paid by each Fund from October 1,
2006 or the Fund's inception date, if later, through July 31, 2007. During this
time, the Adviser shall pay (i) the compensation and expenses of the Independent
Trustees, (ii) the compensation and expenses of counsel to the Independent
Trustees, and (iii) the compensation and expenses of the Trust's chief
compliance officer.
2. Duration, Termination and Amendment. The initial term of this Agreement
with respect to each Fund is for the period from the Effective Date through July
31, 2007. Thereafter, this Agreement will automatically renew from year to year
provided such continuance is specifically approved by a majority of the
Independent Trustees. This Agreement may be terminated by either party upon
written notice to the other and to the Board of Trustees at least thirty (30)
days prior to the next renewal
period. This agreement may be terminated by the Board of Trustees upon written
notice to the parties at least thirty (30) days prior to the next renewal
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, and (ii) in the event of its "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. 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 1940 Act. 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.
4. 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 date first set forth above.
WISDOMTREE TRUST
By: _____________________
Xxxxxxxx Xxxxxxxxx
President
WISDOMTREE ASSET MANAGEMENT, INC.
By: _____________________
Xxxxxxxx Xxxxxxxxx
Chief Executive Officer
