INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of this 21st day of March, 2006, between WisdomTree Asset Management, Inc. (the "Adviser") and WisdomTree Trust, a statutory trust organized under the laws of the State of Delaware (the "Trust").

WHEREAS, the Adviser is principally engaged in the business of rendering investment management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), or will be so registered prior to the launch of any Initial Fund (as defined below); and

WHEREAS, the Trust proposes to engage in the business of an investment company and is registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust intends initially to offer shares representing interests in each of the separate series listed on Schedule A attached hereto (each, an "Initial Fund" and collectively, the "Initial Funds"); and

WHEREAS, the Trust desires to appoint the Adviser to serve as the investment adviser with respect to each of the Initial Funds; and

WHEREAS, the Trust may, from time to time, offer shares representing interests in one or more additional series (each, an "Additional Fund" and collectively, the "Additional Funds"); and

WHEREAS, the Trust may desire to appoint the Adviser as the investment adviser with respect to one or more of the "Additional Funds" (each such Additional Fund and Initial Fund being referred to herein individually as a "Fund" and collectively as the "Funds");

NOW THEREFORE, the parties hereto hereby agree as follows:

1. Appointment of the Adviser

The Trust hereby appoints the Adviser to act as investment adviser for the Initial Funds for the period and on terms set forth herein. The Adviser accepts such appointment and agrees to render such services for the compensation set forth herein. In the event that the Trust desires to retain the Adviser to render investment advisory services hereunder with respect to an Additional Fund, and the Adviser is willing to render such services, Schedule A shall be amended in accordance with Section 10(b) whereupon such Additional Fund shall become a Fund hereunder.

The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided for or authorized, in this Agreement or another writing by the Trust and the Adviser, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

2. Duties of the Adviser

(a) The Trust acknowledges and agrees that it is contemplated that the Adviser will manage the investment operations and composition of each Fund of the Trust and render investment advice for each Fund. The Adviser may, at its own expense, select and contract with one or more investment sub-advisers to manage the investment operations and composition of each Fund of the Trust and render investment advice for each Fund. The services provided by the Adviser or any such sub-adviser shall include: (i) furnishing continuously an investment program for each Fund; (ii) managing the investment and reinvestment of Fund assets; (iii) determining which investments shall be purchased, held, sold or exchanged for each Fund and what portion, if any, of the assets of each Fund shall be held uninvested; (iv) making changes on behalf of the Trust in the investments for each Fund; (v) providing the Trust with records concerning the activities that the Trust is required to maintain; and (vi) rendering reports to the Trust's officers and Board of Trustees concerning the Adviser's discharge of the foregoing responsibilities. In addition, the Adviser will arrange for other necessary services, including custodial, transfer agency and administration. The Adviser shall furnish to the Trust all office facilities, equipment, services and executive and administrative personnel necessary for managing the investment program of the Trust for each Fund. The Adviser may enter into arrangements with its parent or other persons affiliated or unaffiliated with the Adviser for the provision of certain personnel and facilities to the Adviser to enable the Adviser to fulfill its duties and obligations under this Agreement.

(b) The Adviser shall discharge the foregoing responsibilities subject to the supervision and control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, each Fund's investment objective and policies as set forth in the then current prospectus and statement of additional information for such Fund contained in the Trust's Registration Statement on Form N-1A, as amended or supplemented from time to time, the Trust's compliance manual, as in effect from time to time, and applicable laws and regulations.

3. Certain Records and Reports

Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 under the 1940 Act that are prepared or maintained by the Adviser (or any investment sub-adviser) on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust at its request (the "Records"). The Adviser agrees to preserve the Records for the periods prescribed in Rule 31a-2 under the 1940 Act. The Trust and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request. The Adviser shall keep confidential any information obtained in connection with its duties hereunder and disclose such in formation

only if the Trust has authorized such disclosure or if such disclosure is expressly required or lawfully requested by applicable federal or state regulatory authorities.

4. Advisory Fees/Allocation of Expenses

(a) For the services to be provided by the Adviser hereunder with respect to each Fund, the Trust shall pay to the Adviser a fee at the rate set forth on Schedule A attached hereto. Schedule A shall be amended from time to time to reflect the addition and/or termination of any Fund as a Fund hereunder and to reflect any change in the advisory fees payable with respect to any Fund duly approved in accordance with Section 10(b) hereunder. All fees payable hereunder shall be accrued daily and paid as soon as practical after the last day of each month.

In any case of commencement or termination of this Agreement with respect to any Fund during any calendar month, the fee with respect to such Fund for that month shall be reduced proportionately based upon the number of calendar days during which it is in effect, and the fee shall be computed upon the average daily net assets of such Fund for the days during which it is in effect.

(b) The Adviser agrees 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. The payment or assumption by the Adviser of any expense of the Trust that the Adviser is not required by this Agreement to pay or assume shall not obligate the Adviser to pay or assume the same or any similar expense of the Trust on any subsequent occasion.

5. Limitation of Liability Under the Declaration of Trust

The Declaration of Trust establishing the Trust provides that no Trustee, shareholder, officer, employee or agent of the Trust shall be subject to any personal liability in connection with Trust property or the affairs of the Trust and that all persons should shall look solely to the Trust property or to the property of one or more specific Funds for satisfaction of claims of any nature arising in connection with the affairs of the Trust.

6. Regulation

The Adviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which

any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

7. Provision of Certain Information by the Adviser

The Adviser will promptly notify the Trust in writing of the occurrence of any of the following events:

(a) the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;

(b) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and

(c) the chief executive officer or parent company of the Adviser or the portfolio manager of any Fund changes.

8. Limitation of Liability of the Adviser

Neither the Adviser nor its officers, directors, employees, agents, affiliated persons or controlling persons or assigns shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or its shareholders in connection with the matters to which this Agreement relates; provided that no provision of this Agreement shall be deemed to protect the Adviser against any liability to the Trust or its shareholders resulting from any willful misfeasance, bad faith or gross negligence in the performance of its duties or obligations hereunder, the reckless disregard of its duties or obligations hereunder, or breach of its fiduciary duty to the Trust, any Fund or its shareholders.

9. Force Majeure

Notwithstanding any other provision of this Agreement, the Adviser shall not be liable for any loss suffered by the Trust or its shareholders caused directly or indirectly by circumstances beyond the Adviser's reasonable control including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, labor difficulties, fires, earthquakes, floods or other catastrophes, acts of God, wars, riots or failures of communication or power supply. In the event of equipment breakdowns beyond its reasonable control, the Adviser shall take reasonable steps to minimize service interruptions, but shall have no liability with respect thereto.

10. Duration, Termination and Amendment

(a) Duration. This Agreement shall become effective with respect to each Initial Fund on the date hereof and, with respect to any Additional Fund, on the date Schedule A is amended to reflect such Additional Fund in accordance with paragraph (b) below. Unless terminated in

accordance with this Section 8, the Agreement shall remain in full force and effect for two years from the date hereof with respect to each Initial Fund and, with respect to each Additional Fund, for two years from the date on which such Fund becomes a Fund hereunder. Subsequent to such initial periods of effectiveness, this Agreement shall continue in full force and effect for periods of one year thereafter with respect to each Fund so long as such continuance with respect to such Fund is specifically approved at least annually
(i) by either the Board of Trustees of the Trust or by vote of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of such Fund, and (ii) in either event, by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any such party ("Independent Trustees") cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of any Fund fail to approve the Agreement of any continuance of the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.

(b) Amendment. Any amendment to this Agreement that is material shall become effective with respect to a Fund only upon approval of the Adviser, the Board of Trustees of the Trust, including a majority of the Independent Trustees of the Trust cast in person at a meeting called for the purpose of voting such approval and, if required under the 1940 Act, a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

c. Approval, Amendment or Termination by a Fund. Any approval, amendment or termination of this Agreement with respect to a Fund will not require the approval of a majority of the outstanding voting securities of any other Fund or the approval of a majority of the outstanding voting securities of the Trust, unless such approval is required by applicable law.

d. Automatic Termination. This Agreement shall automatically and immediately terminate in the event of its "assignment" (as defined in the 1940 Act).

e. Termination. This Agreement may be terminated with respect to any Fund at any time, without payment of any penalty, by vote of the Board of Trustees of the Trust, including a majority of the Independent Trustees of the Trust, or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of that Fund, or by the Adviser, in each case on not less than 30 days' nor more than 60 days' prior written notice to the other party; provided, that a shorter notice period shall be permitted for a Fund in the event its shares are no longer listed on a national securities exchange.

11. Services Not Exclusive

The services of the Adviser to the Trust hereunder are not to be deemed exclusive, and the Adviser shall be free to render similar services to others (including other investment companies and to engage in other activities) so long as its services hereunder are not impaired thereby.

12. Miscellaneous

(a) Notice. All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust or the Adviser in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this section. A copy of any notice given to the Trust shall be delivered to: Robert J. Borzone, Jr., Kirkpatrick & Lockhart Nicholson Graham LLP, 599 Lexington Avenue, New York, New York 10022-6030.

(b) Severability. Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

(c) 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.

(d) Execution By Counterpart. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement.

(e) Survival After Termination. The rights and obligations set forth in Sections 5 and 8 shall survive the termination of this Agreement.

(f) Permissible Interests. Trustees, officers, agents and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, agents, shareholders or otherwise; directors, partners, officers, agents and shareholders of the Adviser are or may be interested in the Trust as Trustees, officers, agents, shareholders or otherwise; and the Adviser (or any successor thereof) is or may be interested in the Trust as a shareholder or otherwise.

(g) 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: /s/ Jonathan Steinberg
    ----------------------
Name:  Jonathan Steinberg
Title: President

WISDOMTREE ASSET MANAGEMENT, INC.

By: /s/ Jonathan Steinberg
    ----------------------
Name:  Jonathan Steinberg
Title: President

                                   Schedule A
                      to the Investment Advisory Agreement
                               Dated June 12, 2006
                            between WisdomTree Trust
                      and WisdomTree Asset Management, Inc.

                               Name of Series Fee

Name of Series                                                            Fee
--------------                                                            ---

WisdomTree Total Dividend Fund                                            0.28%
WisdomTree High-Yielding Equity (SM) Fund                                 0.38%
WisdomTree LargeCap Dividend Fund                                         0.28%
WisdomTree Dividend Top 100 (SM) Fund                                     0.38%
WisdomTree MidCap Dividend Fund                                           0.38%
WisdomTree SmallCap Dividend Fund                                         0.38%
WisdomTree DIEFA (SM) Fund                                                0.48%
WisdomTree DIEFA High-Yielding Equity Fund                                0.58%
WisdomTree Europe Total Dividend Fund                                     0.48%
WisdomTree Europe High-Yielding Equity Fund                               0.58%
WisdomTree Europe SmallCap Dividend Fund                                  0.58%
WisdomTree Japan Total Dividend Fund                                      0.48%
WisdomTree Japan High-Yielding Equity Fund                                0.58%
WisdomTree Japan SmallCap Dividend Fund                                   0.58%
WisdomTree Pacific ex-Japan Total Dividend Fund                           0.48%
WisdomTree Pacific ex-Japan High-Yielding Equity Fund                     0.58%
WisdomTree International LargeCap Dividend Fund                           0.48%
WisdomTree International Dividend Top 100 (SM) Fund                       0.58%
WisdomTree International MidCap Dividend Fund                             0.58%
WisdomTree International SmallCap Dividend Fund                           0.58%
WisdomTree International Basic Materials Sector Fund                      0.58%
WisdomTree International Communications Sector Fund                       0.58%
WisdomTree International Consumer Cyclical Sector Fund                    0.58%
WisdomTree International Consumer Non-Cyclical Sector Fund                0.58%
WisdomTree International Energy Sector Fund                               0.58%
WisdomTree International Financial Sector Fund                            0.58%
WisdomTree International Health Care Sector Fund                          0.58%
WisdomTree International Industrial Sector Fund                           0.58%
WisdomTree International Technology Sector Fund                           0.58%
WisdomTree International Utilities Sector Fund                            0.58%

SUB-ADVISORY AGREEMENT

AGREEMENT, dated as of March 21, 2006 by and between WisdomTree Asset Management, Inc. (the "Investment Adviser"), a Delaware corporation having its principal office and place of business at 48 Wall Street, 11th Floor, New York, NY 10005, and BNY Investment Advisors (the "Sub-Adviser"), a separately identifiable division of the Bank of New York, a New York state banking corporation having its principal office and place of business at 1633 Broadway, 13th floor, New York, New York 10019.

WHEREAS, the Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act") or will be so registered prior to the launch of any Fund (as defined below);

WHEREAS, the Investment Adviser has entered into an Investment Advisory Agreement dated as of March 21, 2006 with WisdomTree Trust ("Trust") an investment company registered under the Investment Company Act of 1940, as amended ("Investment Company Act");

WHEREAS, the Sub-Adviser is registered as an investment adviser under the Advisers Act;

WHEREAS, the Board of Trustees of the Trust and the Investment Adviser desire to retain the Sub-Adviser to render investment advisory and other services to the funds specified in Appendix A hereto, as amended from time to time, each a series of the Trust (each a "Fund" and collectively, the "Funds"), in the manner and on the terms hereinafter set forth;

WHEREAS, the Investment Adviser has the authority under the Investment Advisory Agreement with the Trust to select sub-advisers for each Fund of the Trust; and

WHEREAS, the Sub-Adviser is willing to furnish such services to the Investment Adviser and each Fund;

NOW, THEREFORE, the Investment Adviser and the Sub-Adviser agree as follows:

1. APPOINTMENT OF THE SUB-ADVISER

The Investment Adviser hereby appoints the Sub-Adviser to act as an investment adviser for each Fund, subject to the supervision and oversight of the Investment Adviser and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Investment Adviser in any way or otherwise be deemed an agent of the Trust or the Investment Adviser except as expressly authorized in this Agreement or another writing by the Trust, the Investment Adviser and the Sub-Adviser.

2. ACCEPTANCE OF APPOINTMENT

The Sub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.

The assets of each Fund will be maintained in the custody of a custodian (who shall be identified by the Investment Adviser in writing). The Sub-Adviser will not have custody of any securities, cash or other assets of the Fund and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reliance on instructions of the Sub-Adviser.

3. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE TRUST

A. As adviser to each Fund, the Sub-Adviser will coordinate the investment and reinvestment of the assets of the Fund and determine the composition of the assets of the Fund, in accordance with the terms of this Agreement, the Fund's Prospectus and Statement of Additional Information and subject to the direction, supervision and control of the Investment Adviser and the Trustees of the Trust.

B. As part of the services it will provide hereunder, the Sub-Adviser will:

(i) formulate and implement a continuous investment program and portfolio management compliance and reporting program for each Fund;

(ii) take whatever steps it deems necessary or advisable to implement the investment program for each Fund by arranging for the purchase and sale of securities and other investments;

(iii) keep the Trustees of the Trust and the Investment Adviser fully informed on an ongoing basis of all material facts concerning the investment and reinvestment of the assets of each Fund and the operations of the Sub-Adviser, make regular and periodic special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Investment Adviser or the Trustees of the Trust, and attend meetings with the Investment Adviser and/or the Trustees, as reasonably requested, to discuss the foregoing;

(iv) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, promptly notify the Investment Adviser or the Trustees of the Trust of securities in a Fund for which fair valuation may be required or of significant events that may require fair value pricing of all or a portion of a Fund's portfolio, provide assistance in determining the fair value of all securities and other investments/assets in the Fund, as necessary, and use reasonable efforts to arrange for the provision of valuation information or price(s) from party(ies) independent of the Sub-Adviser for each security or other investment/asset in the Fund for which market prices are not readily available; and

(v) cooperate with and provide reasonable assistance to the Investment Adviser, the Trust's administrator, the Trust's custodian and foreign custodians, the Trust's transfer agent and pricing agents and all other agents and representatives of the Trust and the Investment Adviser, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Investment Adviser, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

C. In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with the following: (i) the Trust's Declaration of Trust, as the same may be hereafter modified and/or amended from time to time ("Trust Declaration"); (ii) the By-Laws of the Trust, as the same may be hereafter modified and/or amended from time to time ("By-Laws"); (iii) the currently effective Prospectus and Statement of Additional Information of the Trust filed with the Securities and Exchange Commission ("SEC") and delivered to the Sub-Adviser, as the same may be hereafter modified, amended and/or supplemented ("Prospectus and SAI"); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Fund(s); (v) any order or no-action letter of the SEC governing the operation of the Trust, (vi) the Trust's Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vii) the written instructions of the Investment Adviser. Prior to the commencement of the Sub-Adviser's services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI, any order or no-action letter of the SEC governing the operation of the Trust, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Investment Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document.

D. The Sub-Adviser, at its expense, will furnish: (i) all necessary facilities and personnel, including salaries, expenses and fees of any personnel required for them to faithfully perform their duties under this Agreement; and
(ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser's duties under this Agreement.

E. The Sub-Adviser will select brokers and dealers to effect all Fund transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for each Fund (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Investment Adviser from time to time and which have been provided to the Sub-Adviser, (ii) as described in the Trust's Prospectus and SAI, and (iii) in accordance with applicable federal and state laws and regulations. In placing any orders for the purchase or sale of investments for each Fund, in the name of the Fund or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Fund "best execution", considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will Fund securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws and regulations applicable to the Trust and the Fund.

F. The Sub-Adviser is not authorized to engage in "soft-dollar" transactions permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), without the express written approval of the Adviser or the Trust's Board of Trustees.

G. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund(s) as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients over time. The Investment Adviser agrees that the Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are fiduciaries to other entities, some of which have

the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Sub-Adviser will carry out its duties hereunder together with its duties under such relationships.

H. The Sub-Adviser will maintain all accounts, books and records with respect to each Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and Advisers Act and the rules thereunder and shall file with the SEC all forms pursuant to Section 13 of the Exchange Act, with respect to its duties as are set forth herein.

I. The Sub-Adviser will, unless and until otherwise directed by the Investment Adviser or the Board of Trustees, exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies in accordance with the Trust's then-current proxy voting policies, converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization.

4. COMPENSATION OF SUB-ADVISER

The Investment Adviser will pay the Sub-Adviser as compensation for providing services in accordance with this Agreement those fees as set forth in Appendix B.

5. LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Investment Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Trust, the Investment Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on
(i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Investment Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein.

B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Investment Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Sub-Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable

legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or
(iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Investment Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein.

C. A party seeking indemnification hereunder (the "Indemnified Party") shall (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party shall have the right at its own expense to participate in the defense of any Claim, but shall not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification shall not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

6. REPRESENTATIONS OF THE INVESTMENT ADVISER

The Investment Adviser represents, warrants and agrees that:

A. The Investment Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby.

B. The Trust has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics.

C. The Investment Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Investment Adviser by applicable law and regulations.

D. The Investment Adviser (i) will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Funds and thereafter will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Investment Adviser from serving as investment manager of an investment company pursuant to
Section 9(a) of the Investment Company Act or otherwise.

7. REPRESENTATIONS OF THE SUB-ADVISER

The Sub-Adviser represents, warrants and agrees as follows:

A. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund(s) or the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision.

B. The Sub-Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Sub-Adviser by applicable law and regulations.

C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser, the Sub-Adviser shall permit the Investment Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser's code of ethics.

D. The Sub-Adviser has provided the Trust and the Investment Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Investment Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser's organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act.

F. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

G. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund(s), the Investment Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Investment Adviser, except as required by rule, regulation or upon the request of a governmental authority.

8. NON-EXCLUSIVITY

The services of the Sub-Adviser to the Investment Adviser, the Fund(s) and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation.

9. SUPPLEMENTAL ARRANGEMENTS

The Sub-Adviser may from time to time employ or associate itself with any person it believes to be particularly suited to assist it in providing the services to be performed by such Sub-Adviser hereunder, provided that no such person shall perform any services with respect to the Fund(s) that would constitute an assignment or require a written advisory agreement pursuant to the Investment Company Act. Any compensation payable to such persons shall be the sole responsibility of the Sub-Adviser, and neither the Investment Adviser nor the Trust shall have any obligations with respect thereto or otherwise arising under the Agreement.

10. REGULATION

The Sub-Adviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports, or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations and shall promptly provide the Advisor and Trust with copies of such information, reports and materials.

11. RECORDS

The records relating to the services provided under this Agreement shall be the property of the Trust and shall be under its control; however, the Trust shall furnish to the Sub-Adviser such records and permit it to retain such records (either in original or in duplicate form) as it shall reasonably require in order to carry out its business. In the event of the termination of this Agreement, such other records shall promptly be returned to the Trust by the Sub-Adviser free from any claim or retention of rights therein, provided that the Sub-Adviser may retain any such records that are required by law or regulation. The Investment Adviser and the Sub-Adviser shall keep confidential any information obtained in connection with its duties hereunder and disclose such information only if the Trust has authorized such disclosure or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or otherwise required by law.

12. DURATION OF AGREEMENT

This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved: (i) by a vote of a majority of those trustees of the Trust 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, and (ii) by vote of a majority of the Fund's outstanding securities. This Agreement shall continue in effect for a period more than two years from the date of its execution 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 the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. Additional Funds may be added to Appendix A by the Investment Adviser upon sixty (60) days written notice to the Sub-Adviser and only after the approval by the Board of Trustees of the Trust, including a majority of the Independent Trustees, cast in

person at a meeting called for the purpose of voting such approval and, if required under the 1940 Act, a majority of the outstanding voting securities (as defined in the Investment Company Act) of the Fund.

13. TERMINATION OF AGREEMENT

This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Trustees, including a majority of the Independent Trustees, by the vote of a majority of the outstanding voting securities of such Fund, on sixty (60) days' written notice to the Investment Adviser and the Sub-Adviser. This Agreement will automatically terminate, without the payment of any penalty in the event the Investment Advisory Agreement between the Investment Adviser and the Trust is assigned (as defined in the Investment Company Act) or terminates for any other reason. This Agreement will also terminate upon written notice to the other party that the other party is in material breach of this Agreement, unless the other party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within thirty (30) days after written notice. Any "assignment" (as that term is defined in the Investment Company Act) of this Agreement will result in automatic termination of this Agreement. The Sub-Adviser will notify the Trust and the Investment Adviser of any such assignment and of any changes in key personnel who are either the portfolio manager(s) of the Funds or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable legal, printing, mailing, proxy and related expenses of the Trust and the Investment Adviser, if any, arising out of an assignment of this Agreement by the Sub-Adviser.

14. AMENDMENTS TO THE AGREEMENT

Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder or pursuant to exemptive relief granted by the SEC, this Agreement may be amended by the parties with respect to any Fund only if such amendment, if material, is specifically approved by the vote of a majority of the outstanding voting securities of such Fund (unless such approval is not required by Section 15 of the Investment Company Act as interpreted by the SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Fund if a majority of the outstanding voting securities of the Fund vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of any other Fund affected by the amendment or all the Funds of the Trust.

15. ASSIGNMENT

The Sub-Adviser shall not assign or transfer its rights and obligations under this Agreement. Any assignment (as that term is defined in the Investment Company Act) of the Agreement shall result in the automatic termination of this Agreement, as provided in Section 13 hereof. The Sub-Adviser agrees to bear all reasonable legal, printing, mailing, proxy and related expenses of the Trust and the Investment Adviser, if any, arising out of any assignment of this Agreement by the Sub-Adviser. Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers or employees of such Sub-Adviser except as may be provided to the contrary in the Investment Company Act or the rules or regulations thereunder.

16. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to each Fund.

17. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

18. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the address listed below of each applicable party in person or by registered or certified mail or a private mail or delivery service providing the sender with notice of receipt or such other address as specified in a notice duly given to the other parties. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

For: BNY Investment Advisors
Kurt Zyla
1633 Broadway, 13th Floor
New York, New York 10019

For: WisdomTree Asset Management, Inc. Jonathan Steinberg
48 Wall Street
11th Floor
New York, NY 10005

With a copy to:

WisdomTree Asset Management, Inc.

Attn: Legal Department
48 Wall Street
11th Floor
New York, NY 10005

For: WisdomTree Trust
Jonthan Steinberg
48 Wall Street
11th Floor
New York, NY 10005

With a copy to:

WisdomTree Asset Management, Inc.

Attn: Legal Department
48 Wall Street
11th Floor
New York, NY 10005

19. SEVERABILITY AND SURVIVAL

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein. Sections 5, 11 and 20 shall survive the termination of this Agreement.

20. TRUST AND SHAREHOLDER LIABILITY

The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Declaration and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more

series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee of the Trust.

21. GOVERNING LAW

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the State of New York, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

22. INTERPRETATION

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act shall be resolved by reference to such term or provision of the Investment Company Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the Investment Company Act. Specifically, the terms "vote of a majority of the outstanding voting securities," "interested persons," "assignment," and "affiliated persons," as used herein shall have the meanings assigned to them by
Section 2(a) of the Investment Company Act. In addition, where the effect of a requirement of the Investment Company Act reflected in any provision of this Agreement is relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first mentioned above.

WISDOMTREE ASSET MANAGEMENT, INC.          BNY INVESTMENT ADVISORS


By: /s/ Jonathan Steinberg                By: /s/ Kurt Zyla
   -----------------------------------        ----------------------------------
   Name:  Jonathan Steinberg                  Name:  Kurt Zyla
   Title: Chief Executive Officer             Title: Managing Director

APPENDIX A
TO
SUB-ADVISORY AGREEMENT

DOMESTIC FUNDS

WisdomTree Total Dividend Fund
WisdomTree High-Yielding Equity(SM) Fund WisdomTree LargeCap Dividend Fund
WisdomTree Dividend Top 100(SM) Fund
WisdomTree MidCap Dividend Fund
WisdomTree SmallCap Dividend Fund

INTERNATIONAL FUNDS

WisdomTree DIEFA(SM) Fund
WisdomTree DIEFA High-Yielding Equity Fund WisdomTree Europe Total Dividend Fund
WisdomTree Europe High-Yielding Equity Fund WisdomTree Europe SmallCap Dividend Fund WisdomTree Japan Total Dividend Fund
WisdomTree Japan High-Yielding Equity Fund WisdomTree Japan SmallCap Dividend Fund
WisdomTree Pacific ex-Japan Total Dividend Fund WisdomTree Pacific ex-Japan High-Yielding Equity Fund WisdomTree International LargeCap Dividend Fund WisdomTree International Dividend Top 100(SM) Fund WisdomTree International MidCap Dividend Fund WisdomTree International SmallCap Dividend Fund WisdomTree International Basic Materials Sector Fund WisdomTree International Communications Sector Fund WisdomTree International Consumer Cyclical Sector Fund WisdomTree International Consumer Non-Cyclical Sector Fund WisdomTree International Energy Sector Fund WisdomTree International Financial Sector Fund WisdomTree International Health Care Sector Fund WisdomTree International Industrial Sector Fund WisdomTree International Technology Sector Fund WisdomTree International Utilities Sector Fund

Dated: June 12, 2006

APPENDIX B
TO
SUB-ADVISORY AGREEMENT

I. Domestic Funds. The Sub-Adviser shall be entitled to receive the fees indicated below.

o 5 basis points (0.05%) of the first $100 million in combined daily net assets of all Domestic Equity Funds; and
o 3 basis points (0.03%) of the combined daily net assets of all Domestic Equity Funds in excess of $100 million.

There is a minimum annual fee of $25,000 per Fund (the "Minimum Annual Fee"). The Minimum Annual Fee shall be prorated monthly and waived for each Fund for the first six months after such Fund is first listed and traded on a national securities exchange. As an example of the operation of the fee waiver, and assuming the monthly pro rata portion of the Minimum Annual Fee is $2,083: (i) if the total of the basis point fees that would otherwise be owed is $1500, the amount owed to the Sub-Adviser shall be $0 (since the pro rata portion of the Minimum Annual Fee is waived); (ii) if the total of the basis point fees that would otherwise be owed is $5,000, the amount owed to the Sub-Adviser shall be $2917 ($5,000 less $2,083). Fees shall be paid on a quarterly basis thirty (30) days after the end of each calendar quarter. On or about 120 days after the launch of each Fund, the parties agree to consider whether the Minimum Fee Payable will be reduced or the waiver continued beyond the specified six month period.

II. International Funds. The Sub-Adviser shall be entitled to receive the fees indicated below.

o 20 basis points (0.20%) of the first $50 million in the total daily net assets of all International Funds;
o 15 basis points (0.15%) of the next $50 million in total daily net assets of all International Funds;
o 10 basis points (0.10%) of the total daily net assets of all International Funds in excess of $100 million.
o 5 basis points (0.05%) of the total daily net assets of all International Funds in excess of $1 billion.

There is a minimum annual fee of $50,000 per Fund (the "Minimum Annual Fee"). The Minimum Annual Fee shall be prorated monthly and waived for each Fund for the first six months after such Fund is first listed and traded on a national securities exchange. As an example of the operation of the fee waiver, and assuming the monthly pro rata portion of the Minimum Annual Fee is $4166: (i) if the total of the basis point fees that would otherwise be owed is $3000, the amount owed to the Sub-Adviser shall be $0 (since the pro rata portion of the Minimum Annual Fee is waived); (ii) if the total of the basis point fees that would otherwise be owed is $10,000, the amount owed to the Sub-Adviser shall be $5,834 ($10,000 less $4166). Fees shall be paid on a quarterly basis thirty (30) days after the end of each calendar quarter. On or about 120 days after the launch of each Fund, the parties agree to consider whether the Minimum Fee Payable will be reduced or the waiver continued beyond the specified six month period.

IN WITNESS WHEREOF, the parties hereto have caused this Appendix B to be amended as of June 1, 2006, by their duly authorized officers.

WISDOMTREE ASSET MANAGEMENT, INC.       BNY INVESTMESTMENT ADVISORS

By: /s/ Jonathan Steinberg              By: /s/ Joseph Serzan
    ----------------------                  -----------------
Name:  Jonathan Steinberg               Name: Joseph Serzan
Title: Chief Executive Officer          VP -  Client Management

DISTRIBUTION AGREEMENT

This Distribution Agreement (the "Agreement") made this 21st day of March, 2006, by and between WisdomTree Trust, a Delaware business trust (the "Trust") having its principal place of business at 48 Wall Street, 11th Floor, New York, NY 10005, and ALPS Distributors, Inc., a Colorado corporation (the "Distributor") having its principal place of business at 1625 Broadway, Suite 2200, Denver, Colorado 80202.

WHEREAS, the Trust is a registered open-end management investment company organized as a series trust offering a number of portfolios of securities (each a "Fund" and collectively the "Funds"), each investing primarily in equity securities selected to reflect the performance of a particular market index, having filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form N-1A under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended;

WHEREAS, the Trust intends to create and redeem shares of beneficial interest, par value $.001 per Share (the "Shares") of each Fund on a continuous basis at their net asset value only in aggregations constituting a Creation Unit, as such term is defined in the Registration Statement;

WHEREAS, the Shares of each Fund will be listed on a national securities exchange (the "Listing Exchange");

WHEREAS, the Trust desires to retain the Distributor to act as the distributor with respect to the issuance and distribution of Creation Units of Shares of each Fund, hold itself available to receive and process orders for such Creation Units in the manner set forth in the Trust's Prospectus, and to enter into arrangements with broker-dealers who may solicit purchases of Shares and with broker-dealers and others to provide for servicing of shareholder accounts and for distribution assistance, including broker-dealer and shareholder support;

WHEREAS, the Distributor is a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act") and a member of the National Association of Securities Dealers ("NASD"); and

WHEREAS, the Distributor desires to provide the services described herein to the Trust.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:

1. Appointment. The Trust hereby appoints the Distributor as the exclusive distributor for Creation Unit aggregations of Shares of each Fund listed in Exhibit A hereto, as may be amended by the Trust from time to time on written notice to the Distributor, on the terms and for the period set forth in this Agreement and subject to the registration requirements of the 1933 Act and of the laws governing the sale of securities in the various states, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder.

2. Definitions. Wherever they are used herein, the following terms have the following respective meanings:

a. "1940 Act" means the Investment Company Act of 1940 and the rules and regulations thereunder as amended from time to time;

b. "Prospectus" means the Prospectus and Statement of Additional Information constituting parts of the Registration Statement of the Trust under the 1933 Act and the 1940 Act as such Prospectus and Statement of Additional Information may be amended or supplemented and filed with the Commission from time to time;

c. "Registration Statement" means the registration statement most recently filed from time to time by the Trust with the Commission and effective under the 1933 Act and the 1940 Act, as such registration statement is amended by any amendments thereto at the time in effect;

d. All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus.

3. Duties of the Distributor.

(a) The Distributor agrees to act as agent of the Trust in connection with the receipt and processing of all orders for purchases of Creation Units of each Fund from Participating Parties or DTC Participants which have executed a Participant Agreement ("Authorized Participants") and to transmit such orders to the Trust in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Trust to accept Deposit Securities and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and Prospectus. The Trust acknowledges that the Distributor shall not be obligated to accept any certain number of orders for Creation Units and nothing herein shall prevent the Distributor from entering into like distribution arrangements with other investment companies.

(b) The Distributor agrees to act as agent of the Trust with respect to the continuous distribution of Creation Units of each Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) the Distributor shall enter into Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall generate, transmit and maintain copies of confirmations of Creation Unit purchase order acceptances to the purchaser (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) the Distributor shall deliver copies of the Prospectus, included in the Registration Statement, to purchasers of such Creation Units and upon request the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent.

(c)(i) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus and the Participant Agreement and to perform the services contemplated herein on a continuous basis..

(ii) The Distributor shall, at its own expense, execute selected or soliciting dealer participant agreements ("Participant Agreements") with registered broker-dealers and other eligible entities providing for the purchase of Creation Units of Shares of the Funds and related promotional activities, in the forms as approved by the Board of Trustees of the Trust. In entering into Participant Agreements, the Distributor will act only on its own behalf as principal. The Trust shall furnish, or cause to be furnished, all advertising, sales, marketing and promotional materials of the Funds to the Distributor. Distributor shall clear and file all advertising, sales, marketing and promotional materials of the Funds with the NASD.

(d) All activities by the Distributor and its agents and employees which are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the Board of Trustees of the Trust and all applicable laws, rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Commission or any securities association registered under the 1934 Act, including the NASD and the Listing Exchange.

(e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units of Shares will be the aggregate net asset value of the Shares per Creation Unit of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus.

(f) If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Creation Units will be processed by the Distributor except such unconditional orders as may have been placed with the Distributor before it had knowledge of the suspension. In addition, the Trust reserves the right to suspend sales and Distributor's authority to process orders for Creation Units on behalf of the Trust, upon due notice to the Distributor, if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust.

(g) The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust for the Distributor's use. The Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Trust and its respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Trust or the Trust's shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

(h) At the request of the Trust, the Distributor shall enter into agreements in the form

specified by the Trust (each a "Participant Agreement") with participants in the system for book-entry of The Depository Trust Company and the NSCC as described in the Prospectus.

(j) The Distributor shall ensure that all direct requests for Prospectuses, Statements of Additional of Information, Product Descriptions and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide Listing Exchange (and any other national stock exchange on which the Shares may be listed) with copies of Prospectuses and Statements of Additional Information and Product Descriptions to be provided to purchasers in the secondary market. The Distributor will generally make it known in the brokerage community that Prospectuses and Statements of Additional Information and Product Descriptions are available, including by (i) advising the Listing Exchange on behalf of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with the NASD, and (iii) as may otherwise be required by the Commission.

(k) The Distributor agrees to make available, at the Trust's request, one or more members of its staff to attend Board meetings of the Trust in order to provide information with regard to the ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust.

(l) The Distributor shall review all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with the NASD when necessary or appropriate. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use.

4. Duties of the Trust.

(a) The Trust agrees to issue Creation Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and Cash Component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. The Trust may reject any order for Creation Units or stop all receipts of such orders at any time upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information.

(b) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 1933 Act. The Trust will make available to the Distributor such number of copies of its then currently effective Prospectus and Statement of Additional Information and Product Description as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trust's books and accounts made by independent public accountants regularly retained by the Trust and such other publicly available information which the Distributor may reasonably request for use in connection with the distribution of Creation Units. The Trust shall keep the Distributor informed of the jurisdictions in which Shares of the Trust are authorized for sale and shall

promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales.

(c) The Trust represents to the Distributor that the Registration Statement and Prospectus filed by the Trust with the Commission with respect to the Trust have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the Commission thereunder. The Trust will notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and any stop order suspending the effectiveness of the Registration Statement; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

5. Fees and Expenses.

The Distributor will bear the following costs and expenses relating to the distribution of Creation Units of the Funds: (a) the costs of processing and maintaining records of creations of Creation Units; (b) the costs of maintaining the records required of a broker-dealer registered under the 1934 Act; (c) the expenses of maintaining its registration or qualification as a dealer or broker under federal or state laws; and (d) all other expenses incurred in connection with the distribution services contemplated herein, except as specifically provided in this Agreement.

6. Indemnification.

(a) The Trust agrees to indemnify and hold harmless the Distributor and each of the directors, officers and employees and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (any of the Distributor, its officers, employees and directors or such control persons, for purposes of this paragraph, a "Distributor Indemnitee") against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the claim that the Registration Statement, Prospectus, Statement of Additional Information, Product Description, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the Prospectus, Statement of Additional Information and Product Description, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law, (ii) the breach of any obligation, representation or warranty pursuant to this Agreement by the Trust, or (iii) the Trust's failure to comply in any material respect with applicable securities laws. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with information furnished to the Trust by or on behalf of the Distributor. The Trust will also not indemnify any Distributor Indemnitee with respect to any untrue statement or omission made in the Registration Statement, Prospectus, Statement of Additional Information or Product Description that is subsequently corrected in such document (or an amendment thereof

or supplement thereto) if a copy of the Prospectus (or such amendment or supplement) was not sent or given to the person asserting any such loss, liability, claim, damage or expense at or before the written confirmation to such person in any case where such delivery is required by the 1933 Act and the Trust had notified the Distributor of the amendment or supplement prior to the sending of the confirmation. In no case (i) is the indemnity of the Trust in favor of any Distributor Indemnitee to be deemed to protect the Distributor Indemnitee against any liability to the Trust or its shareholders to which the Distributor Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Distributor Indemnitee unless the Distributor Indemnitee shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon Distributor Indemnitee (or after Distributor Indemnitee shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to any Distributor Indemnitee against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributor Indemnitee, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any suit and retain counsel, Distributor Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any suit, it will reimburse the Distributor Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of the Creation Units or the Shares.

(b) The Distributor agrees to indemnify and hold harmless the Trust and each of its Trustees and officers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the Trust and each of its Trustees and officers and its controlling persons are collectively referred to as the "Trust Affiliates") against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the allegation of any wrongful act of the Distributor or any of its directors, officers or employees, (ii) the breach of any obligation, representation or warranty pursuant to this Agreement by the Distributor, (iii) the Distributor's failure to comply in any material respect with applicable securities laws, including applicable NASD regulations, or (iv) allegation that the Registration Statement, Prospectus, Statement of Additional Information, Product Description, shareholder reports, any information or materials relating to the Funds (as described in section 3(c)(ii)) or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon, and in conformity with information furnished to the Trust by or on behalf of the Distributor. In no

case (i) is the indemnity of the Distributor in favor of any Trust Affiliate to be deemed to protect any Trust Affiliate against any liability to the Trust or its security holders to which such Trust Affiliate would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Trust Affiliate unless the Trust Affiliate shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Trust Affiliate (or after the Trust Affiliate shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Trust Affiliate against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Trust, its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributor elects to assume the defense of any suit and retain counsel, the Trust or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the Trust, its officers and Trustees or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Trust promptly of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of any of the Creation Units or the Shares.

(c) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 6(a) or 6(b) above, without the prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This section 6 shall survive the termination of this Agreement.

7. Representations.

(a) The Distributor represents and warrants that (i) it is duly organized as a Colorado corporation and is and at all times will remain duly authorized and licensed to carry out its services as contemplated herein; (ii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; and (iii) its entering into this Agreement or providing the services contemplated hereby does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Distributor is a party or by which it is bound and (iv) it is registered as a broker-dealer under the 1934 Act and is a member of the NASD.

(b) The Distributor represents and warrants that: (i) it understands that pursuant to various U.S. regulations, it is required to establish an anti-money laundering program, which

satisfies the requirements of Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA Patriot Act"); (ii) it has developed, implemented, and will maintain such an anti-money laundering program and will comply with all applicable laws and regulations designed to guard against money laundering activities set out in such program; and (iii) it will allow for appropriate regulators to examine its anti-money laundering books and records.

(c) The Distributor represents and warrants that: (i) it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation; (ii) it will comply with all of the applicable terms and provisions of the 1934 Act; and (iii) it will provide certifications to the Trust in order to assist the Trust in complying with certain rules under the 1940 Act (by way of example only, Rules 30a-2, 30a-3 and 38a-1) and in connection with the filing of certain Forms (by way of example only, Form N-CSR).

(d) The Trust represents and warrants that (i) it is duly organized as a Delaware business trust and is and at all times will remain duly authorized to carry out its obligations as contemplated herein; (ii) it is registered as an investment company under the 1940 Act; (iii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; and (iv) its entering into this Agreement does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Trust is a party or by which it is bound.

8. Duration, Termination and Amendment.

(a) This Agreement shall be effective on March 21, 2005, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually by (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, on at least sixty (60) days prior written notice to the Distributor. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment.

As used in this paragraph, terms "vote of a majority of the outstanding voting securities", "assignment", "affiliated person" and "interested person" shall have the respective meanings specified in the 1940 Act.

(b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.

9. Notice. Any notice or other communication authorized or required by this Agreement to

be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed facsimile, or posted by certified mail, return receipt requested, to the following address (or such other address as a party may specify by written notice to the other):

if to the Distributor:

ALPS Distributors, Inc.
1625 Broadway, Suite 2200
Denver, Colorado 80202
Attn.: General Counsel
fax: 303.623.7850

if to the Trust:

WisdomTree Trust
48 Wall Street, 11th Floor
New York, NY 10005
Attn.: Jonathan Steinberg, President fax: 212-918-4581

with a copy to;
WisdomTree Investments, Inc. 48 Wall Street, 11th Floor
New York, NY 10005
Attn: Legal Department
Fax: 212-918-4581

10. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware, without giving effect to the choice of laws provisions thereof.

11. Counterparties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12. Severability. If any provisions of this Agreement shall be held or made invalid, in whole or in part, then the other provisions of this Agreement shall remain in force. Invalid provisions shall, in accordance with this Agreement's intent and purpose, be amended, to the extent legally possible, by valid provisions in order to effectuate the intended results of the invalid provisions.

13. Insurance. The Distributor will maintain at its expense an errors and omissions insurance policy which covers services by the Distributor hereunder.

14. Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party's business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, "Confidential Information" means information belonging to one of the parties

which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as proved by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of ALPS shall be promptly returned to the Trust, or an authorized officer of ALPS will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement.

15. Limitation of Liability. The Declaration of Trust dated December 15, 2005, establishing the Trust, which is hereby referred to and a copy of which is on file with the Secretary of State of the State of Delaware, provides that the Trustees shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(b) of the Delaware Business Trust Act, as amended (the "DBTA"). It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust and under Section 3803 of the DBTA. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust and under Section 3803 of the DBTA. The Distributor understands that the rights and obligations of each series of shares of the Trust under the Declaration of Trust are separate and distinct from those of any and all other series. This section 15 shall survive the termination of this Agreement.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first set forth above.

WISDOMTREE TRUST

By: /s/ Jonathan Steinberg
    ----------------------
Name:  Jonathan Steinberg
Title: President

ALPS DISTRIBUTORS, INC.

By: /s/ Thomas A. Carter
    --------------------
Name:  Thomas A. Carter
Title: Managing Director

EXHIBIT A

WisdomTree Total Dividend Fund
WisdomTree High-Yielding Equity(SM) Fund WisdomTree LargeCap Dividend Fund
WisdomTree Dividend Top 100(SM) Fund
WisdomTree MidCap Dividend Fund
WisdomTree SmallCap Dividend Fund
WisdomTree DIEFA(SM) Fund
WisdomTree DIEFA High-Yielding Equity Fund WisdomTree Europe Total Dividend Fund
WisdomTree Europe High-Yielding Equity Fund WisdomTree Europe SmallCap Dividend Fund WisdomTree Japan Total Dividend Fund
WisdomTree Japan High-Yielding Equity Fund WisdomTree Japan SmallCap Dividend Fund
WisdomTree Pacific ex-Japan Total Dividend Fund WisdomTree Pacific ex-Japan High-Yielding Equity Fund WisdomTree International LargeCap Dividend Fund WisdomTree International Dividend Top 100(SM) Fund WisdomTree International MidCap Dividend Fund WisdomTree International SmallCap Dividend Fund WisdomTree International Basic Materials Sector Fund WisdomTree International Communications Sector Fund WisdomTree International Consumer Cyclical Sector Fund WisdomTree International Consumer Non-Cyclical Sector Fund WisdomTree International Energy Sector Fund WisdomTree International Financial Sector Fund WisdomTree International Health Care Sector Fund WisdomTree International Industrial Sector Fund WisdomTree International Technology Sector Fund WisdomTree International Utilities Sector Fund

Dated: June 12, 2006

CUSTODY AGREEMENT

AGREEMENT, dated as of May 24, 2006 between WisdomTree Trust, a business trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 48 Wall Street, New York, NY 1005 (the "Fund") and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 ("Custodian").

W I T N E S S E T H:

that for and in consideration of the mutual promises hereinafter set forth the Fund and Custodian agree as follows:

ARTICLE I
DEFINITIONS

Whenever used in this Agreement, the following words shall have the meanings set forth below:

1. "Authorized Person" shall be any person, whether or not an officer or employee of the Fund, duly authorized by the Fund's board to execute any Certificate or to give any Oral Instruction with respect to one or more Accounts, such persons to be designated in a Certificate annexed hereto as Schedule I hereto or such other Certificate as may be received by Custodian from time to time.

2. "BNY Affiliate" shall mean any office, branch or subsidiary of The Bank of New York Company, Inc.

3. "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.

4. "Business Day" shall mean any day on which Custodian and relevant Depositories are open for business.

5. "Certificate" shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of the Fund by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

6. "Composite Currency Unit" shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.

7. "Depository" shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the Securities and

Exchange Commission identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.

8. "Foreign Depository" shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended, identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.

9. "Instructions" shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, or dedicated transmission lines.

10. "Oral Instructions" shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.

11. "Series" shall mean the various portfolios, if any, of the Fund listed on Schedule II hereto as such Schedule may be amended from time to time to add or remove portfolios, and if none are listed references to Series shall be references to the Fund.

12. "Securities" shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or by a Subcustodian).

13. "Subcustodian" shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located outside the U.S. which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to the Fund from time to time, and their respective successors and nominees.

ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS;
REPRESENTATIONS, WARRANTIES, AND COVENANTS

1. (a) The Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an "Account"; collectively, the "Accounts") shall be in the name of the Fund.

(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and Custodian may agree upon (each a "Special

Account"), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions.

(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as the Fund and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in a Certificate or Instructions.

2. The Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by the Fund, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by the Fund, approved by a resolution of its board, constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

(d) It will not use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Fund;

(e) Its board or its foreign custody manager, as defined in Rule 17f-5 under the Investment Company Act of 1940, as amended (the "`40 Act"), has determined that use of each Subcustodian (including any Replacement Custodian) which Custodian is authorized to utilize in accordance with Section 1(a) of Article III hereof satisfies the applicable requirements of the '40 Act and Rule 17f-5 thereunder;

(f) The Fund or its investment adviser has determined that the custody arrangements of each Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the `40 Act;

(g) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, shall, and shall cause each Authorized Person, to safeguard and treat with extreme care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods

selected by it, agrees that the security procedures to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions need not be reviewed by Custodian, may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given;

(h) It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Series does not exceed the amount such Series is permitted to borrow under the `40 Act;

(i) Its transmission or giving of, and Custodian acting upon and in reliance on, Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the `40 Act;

(j) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and

(k) It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as Custodian may require to assure such priority.

3. The Fund hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodian's request a Form FR U-1 (or successor form) whenever the Fund borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U.

4. Custodian hereby represents and warrants, which representations and warranties shall be continuing, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by Custodian, constitutes a valid and legally binding obligation of Custodian, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

ARTICLE III
CUSTODY AND RELATED SERVICES

1. (a) Subject to the terms hereof, the Fund hereby authorizes Custodian to hold any Securities received by it from time to time for the Fund's account. Custodian shall be entitled to utilize, subject to subsection (c) of this
Section 1, Depositories, Subcustodians, and, subject to subsection (d) of this
Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian's agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular subcustodian agreement, Securities deposited with a Subcustodian, a Depositary or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the "Replacement Subcustodian"). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Fund's board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the `40 Act and Rule 17f-5 thereunder.

(b) Unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.

(c) With respect to each Depository, Custodian (i) shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository, and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of Custodian and such Depository.

(d) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks

associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund of any material change in such risks. The Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. As used herein the term "Country Risks" shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country's prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country's regulation of the banking or securities industry,
(e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities.

2. Custodian shall furnish the Fund with an advice of daily transactions (including a confirmation of each transfer of Securities) and a monthly summary of all transfers to or from the Accounts.

3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary:

(a) Receive all income and other payments and advise the Fund as promptly as practicable of any such amounts due but not paid;

(b) Present for payment and receive the amount paid upon all Securities which may mature and advise the Fund as promptly as practicable of any such amounts due but not paid;

(c) Promptly forward to the Fund copies of all information or documents that it may actually receive from an issuer of Securities which, in the reasonable opinion of Custodian, are intended for the beneficial owner of Securities;

(d) Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons;

(e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and

(f) Endorse for collection checks, drafts or other negotiable instruments.

4. (a) Custodian shall promptly notify the Fund of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, and shall promptly forward to the Fund any notices, information statements or other materials received in connection with such rights or discretionary actions, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service

to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, Custodian shall have no liability for failing to so notify the Fund.

(b) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on the Fund or provide for discretionary action or alternative courses of action by the Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Fund's Certificate or Instructions at Custodian's offices, addressed as Custodian may from time to time request, not later than noon (New York time) at least two (2) Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as Custodian may specify to the Fund). Absent Custodian's timely receipt of such Certificate or Instructions, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.

5. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For Securities issued in the United States, Custodian's only duty shall be to mail to the Fund any documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, Custodian's only duty other than forwarding such materials, if any, as Custodian may receive, shall be to provide the Fund with access to a provider of global proxy services at the Fund's request. The Fund shall be responsible for all costs associated with its use of such services.

6. Custodian shall promptly advise the Fund upon Custodian's actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.

7. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by the Custodian in writing.

8. The Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto ("Taxes"), with respect to any cash or Securities held on behalf of the Fund or any transaction related thereto. The Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution

made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security. In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of the Fund, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Fund to Custodian hereunder. The Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation provided by the Fund, and such obligation to indemnify shall be a continuing obligation of the Fund, its successors and assigns notwithstanding the termination of this Agreement.

9. (a) For the purpose of settling Securities and foreign exchange transactions, the Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, "sufficient immediately available funds" shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Fund may specify to Custodian.

(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. The Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Fund. The Fund shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.

(c) To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any

vendor to provide Securities' pricing information (including brokers and dealers of Securities) reasonably believed by Custodian to be reliable to provide such information. The Fund understands that certain pricing information with respect to complex financial instruments (e.g., derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide pricing information for particular Securities or other property, an Authorized Person may advise Custodian in a Certificate regarding the fair market value of, or provide other information with respect to, such Securities or property as determined by it in good faith. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder.

10. Until such time as Custodian receives a certificate to the contrary with respect to a particular Security, Custodian may release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and shareholder.

11. In the event of a loss of Securities for which loss Custodian is responsible under the terms of this Agreement, Custodian shall replace such security, or in the event that a replacement can not be effected in such markets, and on such terms, as Custodian considers reasonable, Custodian shall, based on the fair market applicable and available price, pay to the Fund the value on the date of discovery with respect to any Securities which were not used as part of a redemption, and pay to the Fund the value on the redemption date for those Securities which were part of a redemption, or such other amount as may be agreed by the parties.

12. Custodian shall have, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators.

ARTICLE IV
PURCHASE AND SALE OF SECURITIES;
CREDITS TO ACCOUNT

1. Promptly after each purchase or sale of Securities by the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian.

2. The Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of

receiving later payment for such Securities. The Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities.

3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

ARTICLE V
OVERDRAFTS OR INDEBTEDNESS

1. If Custodian should in its sole discretion advance funds on behalf of any Series which results in an overdraft (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Series, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Series, including any indebtedness to The Bank of New York (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of
Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Series payable on demand and shall bear interest from the date incurred at a rate per annum ordinarily charged by Custodian to its institutional customers, as such rate may be adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Series at any time held by Custodian for the benefit of such Series or in which such Series may have an interest which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Series' credit on Custodian's books.

2. If the Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing,
(d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered or segregated as collateral for

such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the `40 Act and the Fund's prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Series, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities.

ARTICLE VI
SALE AND REDEMPTION OF SHARES

1. Whenever the Fund shall sell any shares issued by the Fund ("Shares") it shall deliver to Custodian a Certificate or Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series.

2. Upon receipt of such Securities and/or money, Custodian shall credit such Securities and/or money to an Account in the name of the Series for which such money was received.

3. Except as provided hereinafter, whenever the Fund desires Custodian to make payment out of the Securities and/or money held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate or Instructions out of the Securities and/or money held in an Account of the appropriate Series.

ARTICLE VII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.

2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the money held for the account of such Series the total amount payable to the dividend agent of the Fund specified therein.

ARTICLE VIII
CONCERNING CUSTODIAN

1. (a) Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees (collectively, "Losses"), incurred by or asserted against the Fund, except those Losses arising out of Custodian's own negligence or willful misconduct or breach of any representation or warranty of Custodian contained in this Agreement. Custodian shall have no liability whatsoever for the action or inaction of any Depositories or of any Foreign Depositories, except in each case to the extent such action or inaction is a direct result of the Custodian's failure to fulfill its duties hereunder. With respect to any Losses incurred by the Fund as a result of the acts or any failures to act by any Subcustodian (other than a BNY Affiliate), Custodian shall take appropriate action to recover such Losses from such Subcustodian. Custodian's sole responsibility and liability to the Fund shall be limited to
(i) in the case of a Subcustodian listed in Part B of the Schedule of Subcustodians attached hereto (as such Schedule may be revised by Custodian from time to time) amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Custodian), and (ii) in the case of a Subcustodian listed in Part A of such Schedule (as such Schedule may be revised by Custodian from time to time), the amount for which such Subcustodian is liable to Custodian under its subcustodian agreement and the law governing such agreement. In no event shall Custodian be liable to the Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall BNY or any Subcustodian be liable:
(i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions without reviewing the same; (iii) for conclusively presuming that all Instructions are given only by person(s) duly authorized; (iv) for conclusively presuming that all disbursements of cash directed by the Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 2(i) of Article II hereof; (v) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (vi) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (vii) for the insolvency of any Subcustodian (other than a BNY Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of the Custodian's failure to fulfill its duties hereunder, any Foreign Depository; or
(viii) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit)

whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Fund, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies.

(b) Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder.

(c) The Fund agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian's performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Fund; provided however, that the Fund shall not indemnify Custodian for those Losses arising out of Custodian's own negligence or willful misconduct or breach of any representation or warranty of Custodian contained in this Agreement. Custodian shall promptly give notice of any claim, but a delay in giving notice shall not affect the Custodian's right to indemnification, and shall discuss its response, defense and legal action with respect thereto with the Fund's counsel. Custodian agrees to keep the Fund informed of the status of, and material developments in, any lawsuit, litigation or other proceeding relating to such claim, and its counsel shall discuss its response, defense and legal action with respect to any claim, but Custodian's counsel shall control any response, defense, or legal action, including any settlement, without the consent or approval of the Fund's counsel and even if the Fund's counsel disagrees. In the event Custodian enters any settlement for an amount which is unreasonable, the Fund shall not be liable for, and its indemnity to Custodian shall not include, the difference between the dollar amount of Custodian's settlement and the highest dollar amount of a settlement which would have been reasonable. This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement.

2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for:

(a) Any Losses incurred by the Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market;

(b) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor;

(c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;

(d) The legality of the declaration or payment of any dividend or distribution by the Fund;

(e) The legality of any borrowing by the Fund;

(f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate security for the Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Fund in the event that such dividends or interest are not paid and received when due;

(g) The sufficiency or value of any amounts of money and/or Securities held in any Special Account in connection with transactions by the Fund; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Fund is entitled to receive, or to notify the Fund of Custodian's receipt or non-receipt of any such payment; or

(h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of the Fund and specifically allocated to a Series are such as properly may be held by the Fund or such Series under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.

3. Custodian may, with respect to questions of law specifically regarding an Account, obtain and act upon the advice of counsel of its own internal counsel or at the Trust's expense its external counsel, and shall promptly advise the Fund of the advice or opinion of either such counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice, provided such advice or opinion is not unreasonable or inconsistent with generally accepted industry legal standards, and further provided that unless the circumstances do not reasonably permit the giving of notice to the Fund, Custodian shall give to the Fund notice of the counsel it intends to use and await the Fund's approval thereof, which approval shall not be unreasonably withheld, and shall give prompt after the fact notice where prior notice is not given, except that no such notice or approval shall be required with respect to any matter or question of law referred solely to Custodian's in-house counsel.

4. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment, except

Custodian will make a second demand and presentment and will promptly notify the Fund in writing of such default or refusal to pay.

5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.

6. The Fund shall pay to Custodian the fees and charges as may be specifically agreed upon in writing from time to time.

7. Custodian has the right to debit any cash account for any amount payable by the Fund in connection with any and all obligations of the Fund to Custodian. In addition to the rights of Custodian under applicable law and other agreements, at any time when the Fund shall not have honored any of its obligations to Custodian, Custodian shall have the right without notice to the Fund to retain or set-off, against such obligations of the Fund, any Securities or cash Custodian or a BNY Affiliate may directly or indirectly hold for the account of the Fund, and any obligations (whether matured or unmatured) that Custodian or a BNY Affiliate may have to the Fund in any currency or Composite Currency Unit. Any such asset of, or obligation to, the Fund may be transferred to Custodian and any BNY Affiliate in order to effect the above rights

8. The Fund agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. The Fund agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Fund's use thereof shall be subject to the Terms and Conditions attached as Appendix I hereto, and Custodian shall provide user and authorization codes, passwords and authentication keys only to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person. If Custodian receives Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Fund understands and agrees that Custodian cannot determine the identity of the actual sender of such Instructions and that Custodian shall conclusively presume that such Written Instructions have been sent by an Authorized Person, and the Fund shall be responsible for ensuring that only Authorized Persons transmit such Instructions to Custodian.

9. The books and records pertaining to the Fund which are in possession of Custodian shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the `40 Act and the rules thereunder. The Fund, or its authorized representatives, shall have access to such books and records during Custodian's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative. Upon the reasonable request of the Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.

10. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. The Custodian shall provide the Fund with any report obtained by the Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control and procedures for safeguarding securities as the Fund may reasonably request from time to time.

11. Custodian shall promptly provide the Fund annually with an SAS 70 report.

12. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation, except those specifically set forth herein, shall be implied against Custodian in connection with this Agreement.

ARTICLE IX
TERMINATION

1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than one hundred eighty (180) days after the date of giving of such notice, provided that any such termination prior to the first anniversary of the date first above written may only be for cause. In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor custodian or custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor custodian or custodians. In the absence of such designation by the Fund, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled.

2. If a successor custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.

ARTICLE X
MISCELLANEOUS

1. The Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons.

2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at One Wall Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at the offices of WisdomTree Investments, Inc., 48 Wall Street, Suite 1100, New York, NY 10005 or at such other place as the Fund may from time to time designate in writing.

4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.

5. The Custodian agrees that it shall act in accordance with the measures it has implemented and reasonably designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safekeeping Customer Information contained in 12 CFR Part 208, Appendix D-2.

6. It is expressly acknowledged and agreed that the obligations of the Fund hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Fund personally, but shall bind only the trust property of the Fund, as provided in the Fund's Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Fund and signed by an officer of the Fund acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Fund as provided in its Declaration of Trust.

7. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Appendix I hereto need be signed only by Custodian, and notwithstanding any

other provisions contained in this Agreement, the Fund may without Custodian's consent amend Schedule II to add or delete Series, provided that after such amendment there are not more than forty-four (44) Series listed thereon, and provided further that the Fund provide at least thirty (30) days notice to Custodian of each such amendment. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

8. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund and the Custodian hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

9. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

IN WITNESS WHEREOF, the Fund and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

WISDOMTREE TRUST

By: /s/ Jonathan Steinberg
   --------------------------------
   Name:  Jonathan Steinberg
   Title: President

THE BANK OF NEW YORK

By: /s/ Edward G. McGann
   --------------------------------
   Title: Managing Director

SCHEDULE I
CERTIFICATE OF AUTHORIZED PERSONS
(The Fund - Oral and Written Instructions)

The undersigned hereby certifies that he/she is the duly elected and acting ________________________ of WisdomTree Trust (the "Fund"), and further certifies that the following officers or employees of the Fund have been duly authorized in conformity with the Fund's Declaration of Trust and By-Laws to deliver Certificates and Oral Instructions to The Bank of New York ("Custodian") pursuant to the Custody Agreement between the Fund and Custodian dated _______________, and that the signatures appearing opposite their names are true and correct:

______________________       ______________________      ______________________
Name                         Title                       Signature


Name                         Title                       Signature


Name                         Title                       Signature


Name                         Title                       Signature


Name                         Title                       Signature


Name                         Title                       Signature


Name                         Title                       Signature

This certificate supersedes any certificate of Authorized Persons you may currently have on file.

[seal]                                 By:_____________________________
                                          Title:


Date:

SCHEDULE II

SERIES

WisdomTree Total Dividend Fund
WisdomTree High-Yielding Equity(SM) Fund WisdomTree LargeCap Dividend Fund
WisdomTree Dividend Top 100(SM) Fund
WisdomTree MidCap Dividend Fund
WisdomTree SmallCap Dividend Fund
WisdomTree DIEFA(SM) Fund
WisdomTree DIEFA High-Yielding Equity Fund WisdomTree Europe Total Dividend Fund
WisdomTree Europe High-Yielding Equity Fund WisdomTree Europe SmallCap Dividend Fund WisdomTree Japan Total Dividend Fund
WisdomTree Japan High-Yielding Equity Fund WisdomTree Japan SmallCap Dividend Fund
WisdomTree Pacific ex-Japan Total Dividend Fund WisdomTree Pacific ex-Japan High-Yielding Equity Fund WisdomTree International LargeCap Dividend Fund WisdomTree International Dividend Top 100(SM) Fund WisdomTree International MidCap Dividend Fund WisdomTree International SmallCap Dividend Fund WisdomTree International Basic Materials Sector Fund WisdomTree International Communications Sector Fund WisdomTree International Consumer Cyclical Sector Fund WisdomTree International Consumer Non-Cyclical Sector Fund WisdomTree International Energy Sector Fund WisdomTree International Financial Sector Fund WisdomTree International Health Care Sector Fund WisdomTree International Industrial Sector Fund WisdomTree International Technology Sector Fund WisdomTree International Utilities Sector Fund

Date: June 12, 2006

APPENDIX I

THE BANK OF NEW YORK

ON-LINE COMMUNICATIONS SYSTEM (THE "SYSTEM")

TERMS AND CONDITIONS

1. License; Use. Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the "Software"), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund, based on the Custodian's representations, acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect to the Software inconsistent with the foregoing acknowledgments, nor shall you attempt to decompile, reverse engineer or modify the Software. The Fund may not copy, sell, lease or provide, directly or indirectly, any of the Software or any portion thereof to any other person or entity without Custodian's prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian's request.

2. Equipment. The Fund shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize the Software and obtain access to the System, and Custodian shall not be responsible for the reliability or availability of any such equipment or services.

3. Proprietary Information. The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the "Information"), are the exclusive and

confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

4. Modifications. Custodian reserves the right to modify the Software from time to time and the Fund shall install new releases of the Software as Custodian may direct. The Fund agrees not to modify or attempt to modify the Software without Custodian's prior written consent. The Fund acknowledges that any modifications to the Software, whether by the Fund or Custodian and whether with or without Custodian's consent, shall become the property of Custodian.

5. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE PROVIDED "AS IS." IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.

6. Security; Reliance; Unauthorized Use. The Fund will cause all persons utilizing the Software and System to treat all applicable user and authorization codes, passwords and authentication keys with extreme care, and it will establish internal control and safekeeping procedures to restrict the availability of the same to persons duly authorized to give Instructions. Custodian is hereby irrevocably authorized to act in accordance with and rely on Instructions received by it through the System. The Fund acknowledges that it is its sole responsibility to assure that only persons duly authorized use the System and that Custodian shall not be responsible nor liable for any unauthorized use thereof.

7. System Acknowledgments. Custodian shall acknowledge through the System its receipt of each transmission communicated through the System, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and the Fund may not claim that such transmission was received by Custodian.

8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund hereby authorizes Custodian to report its name and address to government agencies to which Custodian is required to provide such information by law.

9. ENCRYPTION. The Fund acknowledges and agrees that encryption may not be available for every communication through the System, or for all data. The Fund agrees that Custodian may deactivate any encryption features at any time, without notice or liability to the Fund, for the purpose of maintaining, repairing or troubleshooting the System or the Software.

FOREIGN CUSTODY MANAGER AGREEMENT

AGREEMENT made as of May 24, 2006 between The Bank of New York ("BNY") and WisdomTree Trust (the "Trust"), on behalf of each fund listed on Schedule I hereto, as such Schedule may be amended from time to time by BNY (each hereinafter the "Fund").

W I T N E S S E T H:

WHEREAS, the Trust desires to appoint BNY as a Foreign Custody Manager for each Fund on the terms and conditions contained herein;

WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;

NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Trust and BNY hereby agree as follows:

ARTICLE I.
DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

1. "Board" shall mean the board of directors or board of trustees, as the case may be, of each Fund.

2. "Eligible Foreign Custodian" shall have the meaning provided in the Rule.

3. "Monitoring System" shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement.

4. "Responsibilities" shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement.

5. "Rule" shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended on June 12, 2000.

6. "Specified Country" shall mean each country listed on Schedule II attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Fund has given settlement instructions to The Bank of New York as custodian (the "Custodian") under its Custody Agreement with the Fund.

ARTICLE II.
BNY AS A FOREIGN CUSTODY MANAGER

1. Each Fund on behalf of its Board hereby delegates to BNY with respect to each Specified Country the Responsibilities.

2. BNY accepts the Board's delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of each Fund's assets would exercise.

3. BNY shall provide to the Board at such times as the Board deems reasonable and appropriate based on the circumstances of each Fund's foreign custody arrangements written reports notifying the Board of the placement of assets of the Fund with a particular Eligible Foreign Custodian within a Specified Country and of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Fund with any such Eligible Foreign Custodian.

ARTICLE III.
RESPONSIBILITIES

1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Fund held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Fund's foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Fund's assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Fund as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Fund with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Fund whenever BNY determines under the Monitoring System that an arrangement
(including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.

2. For purposes of preceding Section 1 of this Article, BNY's determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, "Country Risks" shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian's use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b)

such country's financial infrastructure; (c) such country's prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

ARTICLE IV.
REPRESENTATIONS

1. The Trust hereby represents that: (a) this Agreement has been duly authorized, executed and delivered by the Trust, constitutes a valid and legally binding obligation of the Trust enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Trust prohibits the Trust's execution or performance of this Agreement; (b) this Agreement has been approved and ratified by the Board at a meeting duly called and at which a quorum was at all times present, and (c) the Board or the Funds' investment advisor has considered the Country Risks associated with investment in each Specified Country and will have considered such risks prior to any settlement instructions being given to the Custodian with respect to any other country.

2. BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY's execution or performance of this Agreement; and (c) BNY has established the Monitoring System.

ARTICLE V.
CONCERNING BNY

1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, a Fund except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Funds, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.

2. The Trust shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY's performance hereunder, provided that the Fund shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY's failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof.

3. For its services hereunder, the Trust agrees to pay to BNY such compensation and out-of-pocket expenses as shall be mutually agreed in writing.

4. BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country.

ARTICLE VI.
MISCELLANEOUS

1. This Agreement constitutes the entire agreement between the Trust and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Fund and the Custodian shall affect the duties and obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement.

2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 1 Wall Street, 25th Floor, New York, New York 10286, or at such other place as BNY may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Trust shall be sufficiently given if received by it at its offices at 48 Wall Street, Suite 1100, New York, New York 10005 c/o WisdomTree Investments, Attn: Legal Department or at such other place as the Fund may from time to time designate in writing.

4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other.

5. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Trust and BNY hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Trust hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Trust and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

6. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement.

7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

8. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Fund and the Custodian, and may otherwise be terminated by either

party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty (30) days after the date of such notice.

9. The parties acknowledge that the obligations of the Funds hereunder are several and not joint, that no Fund shall be liable for any amount owing by another Fund and that the Series have executed one instrument for convenience. It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

IN WITNESS WHEREOF, the Trust and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.

WISDOMTREE TRUST,

ON BEHALF OF EACH FUND LISTED ON
SCHEDULE I HERETO

By: /s/ Jonathan Steinberg
   ---------------------------------------

Name:  Jonathan Steinberg

Title: President

Tax Identification No.: 20-6808186

THE BANK OF NEW YORK

By: /s/ Edward G. McGann
   ---------------------------------------

Name:  Edward G. McGann

Title: Managing Director

                                      Funds

WisdomTree Total Dividend Fund                                EIN No. 20-4184568
WisdomTree High-Yielding Equity Fund                          EIN No. 20-4184623
WisdomTree LargeCap Dividend Fund                             EIN No. 20-4185467
WisdomTree Dividend Top 100 Fund                              EIN No. 20-4185397
WisdomTree MidCap Dividend Fund                               EIN No. 20-4185514
WisdomTree SmallCap Dividend Fund                             EIN No. 20-4185562
WisdomTree DIEFA Fund                                         EIN No. 20-4185606
WisdomTree DIEFA High-Yielding Equity Fund                    EIN No. 20-4185692
WisdomTree Europe Total Dividend Fund                         EIN No. 20-4185737
WisdomTree Europe High-Yielding Equity Fund                   EIN No. 20-4184691
WisdomTree Japan Total Dividend Fund                          EIN No. 20-4184758
WisdomTree Japan High-Yielding Equity Fund                    EIN No. 20-4184829
WisdomTree Pacific Ex-Japan Total Dividend Fund               EIN No. 20-4184884
WisdomTree Pacific Ex-Japan High-Yielding Equity Fund         EIN No. 20-4184932
WisdomTree International LargeCap Dividend Fund               EIN No. 20-4185073
WisdomTree International Dividend Top 100 Fund                EIN No. 20-4185016
WisdomTree International MidCap Dividend Fund                 EIN No. 20-4185270
WisdomTree International SmallCap Dividend Fund               EIN No. 20-4185347
WisdomTree Europe SmallCap Dividend Fund                      EIN No. 20-6905697
WisdomTree Japan SmallCap Dividend Fund                       EIN No. 20-6905707
WisdomTree International Basic Materials Sector Fund          EIN No. 56-2607541
WisdomTree International Communications Sector Fund           EIN No. 56-2607546
WisdomTree International Consumer Cyclical Sector Fund        EIN No. 56-2607544
WisdomTree International Consumer Non-Cyclical Sector Fund    EIN No. 35-2278351
WisdomTree International Energy Sector Fund                   EIN No. 37-1528469
WisdomTree International Financial Sector Fund                EIN No. 38-3741548
WisdomTree International Health Care Sector Fund              EIN No. 61-1508734
WisdomTree International Industrial Sector Fund               EIN No. 36-4593645
WisdomTree International Technology Sector Fund               EIN No. 30-0380110
WisdomTree International Utilities Sector Fund                EIN No. 32-0181041

Dated: June 12, 2006

SCHEDULE II

Specified Countries

Austria
Belgium
Britain
Denmark
Finland
France
Germany
Greece
Ireland
Italy
Netherlands
Norway
Portugal
Spain
Sweden
Switzerland
Japan
New Zealand
Australia
Hong Kong
Singapore

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

AGREEMENT made as of May 24, 2006, by and between WisdomTree Trust (the "Trust") on behalf of each of its series listed on Exhibit A hereto, and The Bank of New York, a New York banking organization ("BNY").

WHEREAS, the Trust is an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust desires to retain BNY to provide for the portfolios identified on Exhibit A attached hereto, as may be amended from time to time (each, a "Series"), the services described herein, and BNY is willing to provide such services, all as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

1. Appointment.

The Trust hereby appoints BNY as its agent for the term of this Agreement to perform the services described herein. BNY hereby accepts such appointment and agrees to perform the duties hereinafter set forth.

2. Representations and Warranties of the Trust.

The Trust hereby represents and warrants to BNY, which representations and warranties shall be deemed to be continuing, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms;

(c) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and

(d) To the extent the performance of any services described in Schedule II attached hereto by BNY in accordance with the then effective Prospectus (as hereinafter defined) for the Trust would violate any applicable laws or regulations, the Trust shall immediately so notify BNY in writing and thereafter shall either furnish BNY with the appropriate values of securities, net asset value or other computation, as the case may be, or, subject to the prior approval of BNY, instruct BNY in writing to value securities and/or compute net asset value or other computations in a manner the Trust specifies in writing, and either the furnishing of such values or the giving of such Proper Instructions shall constitute a representation by the Trust that the same is consistent with its Prospectus.

3. Representations and Warranties of BNY.

BNY hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by BNY in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, creditors' rights or equitable principles; and

(c) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its charter or by-laws, nor of any mortgage,

indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement.

4. Delivery of Documents.

(a) The Trust will promptly deliver to BNY true and correct copies of each of the following documents as currently in effect and will promptly deliver to it all future amendments and supplements thereto, if any:

(i) The Trust's articles of incorporation or other organizational document and all amendments thereto (the "Charter");

(ii) The Trust's bylaws (the "Bylaws");

(iii) Resolutions of the Trust's board of directors or other governing body (the "Board") authorizing the execution, delivery and performance of this Agreement by the Trust;

(iv) The Trust's registration statement most recently filed with the Securities and Exchange Commission (the "SEC") relating to the shares of each Series (the "Registration Statement");

(v) The Trust's Notification of Registration under the 1940 Act on Form N-8A filed with the SEC; and

(vi) The Trust's Prospectus and Statement of Additional Information pertaining to the Series (collectively, the "Prospectus").

(b) Each copy of the Charter shall be certified by the Secretary of State (or other appropriate official) of the state of Delaware, and if the Charter is required by law also to be filed with a county or other officer or official body, a certificate of such filing shall be filed with a certified copy submitted to BNY. Each copy of the Bylaws, Registration Statement and Prospectus, and all amendments thereto, and copies of Board resolutions, shall be certified by the Secretary or an Assistant Secretary of the appropriate Trust.

(c) It shall be the sole responsibility of the Trust to deliver to BNY its currently effective Prospectus and BNY shall not be deemed to have notice of any information

contained in such Prospectus that is not contained in a Prospectus previously delivered to BNY until such information is actually received by BNY.

5. Duties and Obligations of BNY.

(a) Subject to the direction and control of the Trust's Board and the provisions of this Agreement, BNY shall provide to the Trust (i) the administrative services set forth on Schedule I attached hereto and (ii) the valuation and computation services listed on Schedule II attached hereto.

(b) In performing hereunder, BNY shall provide, at its expense, office space, facilities, equipment and personnel.

(c) BNY may, pursuant to a separate agreement, provide services relating to the sub-advisory functions of the Trust or maintenance of the Trust's financial records, but shall have no duty or obligation to provide such services under this Agreement.

(d) Upon receipt of the Trust's prior written consent, BNY may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate; provided, however, that no such delegation of its duties and obligations hereunder shall discharge BNY from its obligations hereunder, and provided further that BNY shall not be liable for any delegee or agent consented to by the Trust. Notwithstanding the foregoing, no Trust consent shall be required for any such delegation to any other subsidiary of The Bank of New York Company, Inc., and BNY hereunder shall be as liable for the acts or omissions of any such subsidiary as if such acts or omissions were its own.

(e) The Trust shall cause its officers, advisors, sponsor, distributor, legal counsel, independent accountants, and transfer agent to cooperate with BNY and to provide BNY, upon request, with such information, documents and advice relating to the Trust as is within the possession or knowledge of such persons, in order to enable BNY to perform its duties hereunder. In connection with its duties hereunder, BNY shall be entitled to rely, and shall be held harmless by the Trust when acting in reliance, upon the foregoing or upon any Proper Instructions, as that term is defined herein in
Section 6, advice or any documents relating to the Trust provided to BNY by any of the individuals listed on Exhibit B attached hereto or any individual reasonably believed by BNY to be one of the listed individuals (each an "Authorized

Person"). BNY shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Trust to cause any information or, documents to be provided to BNY as provided herein. All fees or costs charged by such persons shall be borne by the Trust.

(f) Nothing in this Agreement shall limit or restrict BNY, any affiliate of BNY or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to same or all of the services provided hereunder.

(g) The Trust shall furnish BNY with Proper Instructions containing any and all instructions, explanations, information, specifications and documentation reasonably deemed necessary by BNY in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Trust liabilities and expenses. BNY shall not be required to include as Trust liabilities and expenses, nor as a reduction of net asset value, any accrual for any federal, state or foreign income taxes unless the Trust shall have specified to BNY the precise amount of the same to be included in liabilities and expenses or used to reduce net asset value. The Trust shall also furnish BNY with bid, offer, or market values of Securities if BNY notifies the Trust that same are not available to BNY from a security pricing or similar service utilized, or subscribed to, by BNY which BNY in its judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Trust also may furnish BNY with bid, offer, or market values of Securities and instruct BNY to use such information in its calculations hereunder. BNY shall at no time be required or obligated to commence or maintain any utilization of, or subscriptions to, any securities pricing or similar service. In no event shall BNY be required under this Agreement to determine, or have any obligation with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the Trust.

(h) BNY may apply to an officer of the Trust for written Proper Instructions with respect to any matter arising in connection with BNY's performance hereunder for the Trust, and BNY shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such Proper Instructions. Such application may, at the option of BNY, set forth in writing any action proposed to be taken or omitted to be taken by BNY with respect to

its duties or obligations under this Agreement and the date on and/or after which such action shall be taken (which date shall be reasonably selected by BNY given the particular circumstances), and BNY shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY has received Proper Instructions in response to such application specifying the action to be taken or omitted.

(i) BNY may consult with counsel to the Trust or its own external counsel, at the Trust's expense, or with its internal counsel, with respect to any matter arising in connection with the services to be performed by BNY under this Agreement, and shall promptly advise the Trust of the advice or opinion of such counsel, provided, however, that unless the circumstances do not reasonably permit the giving of notice to the Trust, BNY shall give to the Trust notice of the counsel it intends to use and await the Trust's approval thereof, which approval shall not be unreasonably withheld, except that no such notice or approval shall be required with respect to any matter or question of law referred solely to BNY's in-house counsel, and BNY shall give prompt after the fact notice where prior notice is not given. BNY shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of either Trust counsel or its own counsel, provided such advice or opinion is consistent with generally accepted industry legal standards.

(j) Notwithstanding any other provision contained in this Agreement or Schedule I or II attached hereto, BNY shall have no duty or obligation to with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Trust of: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Trust,
(ii) the taxable nature or effect on the Trust or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events,
(iii) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Trust to its shareholders; or (iv) the effect under any federal, state, or foreign income tax laws of the Trust making or not making any distribution or dividend payment, or any election with respect thereto.

(k) BNY shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedules I and II

attached hereto, and no covenant or obligation, except for those set forth herein, shall be implied against BNY in connection with this Agreement.

(l) BNY, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all Proper Instructions, explanations, information, specifications and documentation furnished to it by Authorized Persons and shall have no duty or obligation to review the accuracy, validity or propriety of such Proper Instructions, explanations, information, specifications or documentation, including, without limitation, evaluations of securities; the amounts or formula for calculating the amounts and times of accrual of Series' liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of Securities; and amounts receivable or amounts payable for the sale or redemption of Series shares effected by or on behalf of the Trust. In the event BNY's computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by BNY which BNY in its judgment deems reliable, BNY shall not be responsible for, under any duty to inquire into, or deemed to make any assurances with respect to, the accuracy or completeness of such information. Without limiting the generality of the foregoing, BNY shall not be required to inquire into any valuation of securities or other assets by the Trust or any third party described in this (l) even though BNY in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers.

(m) BNY, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to the Trust is or will be actually paid, but will accrue such interest until otherwise instructed by the Trust.

(n) BNY shall not be responsible for delays or errors which occur by reason of circumstances beyond its control in the performance of its duties under this Agreement, including, without limitation, labor difficulties within or without BNY, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, interruptions, loss, or malfunctions of utilities, communications or computer (hardware or software) services. Nor shall BNY be responsible for delays or failures to supply the information or services specified in this

Agreement where such delays or failures are caused by the failure of any person(s) other than BNY to supply any instructions, explanations, information, specifications or documentation reasonably deemed necessary by BNY in the performance of its duties under this Agreement. Upon the occurrence of any such delay or failure BNY shall use commercially reasonable best efforts to resume performance as soon as practicable under the circumstances.

6. Proper Instructions

Proper Instructions shall mean (i) instructions given by an Authorized Person(s), such instructions to be given in such form and manner as BNY and the Trust shall agree upon from time to time, (ii) instructions (which may be continuing instructions) signed or initialed by an Authorized Person, and (iii) instructions transmitted by any electro-mechanical or electronic device agreed to by the Trust and BNY and requiring the use of user and authorization codes, passwords and/or authentication keys. Oral instructions will be considered Proper Instructions if BNY reasonably believes them to have been given by an Authorized Person. BNY shall act upon and comply with any subsequent Proper Instruction which modifies a prior instruction and will make reasonable efforts to detect any discrepancy between the original instruction and such confirmation and to report any discrepancy to the Trust. The Trust shall be responsible for taking any action, including any transaction reprocessing, necessary to correct any such discrepancy or error, and to the extent such action requires BNY to act, the Trust shall give BNY specific Proper Instructions as to the action required. The Trust shall protect with extreme care the user and authorization codes, passwords and/or authentication keys used for electronic or electro-mechanical Proper Instructions, and agrees such Proper Instructions may be conclusively presumed by BNY to be given by Authorized Persons. BNY shall not to be held to have notice of any change of authority of any Authorized Person until receipt of appropriate written notice thereof has been received by BNY from the Trust.

7. Allocation of Expenses.

Except as otherwise provided herein, all costs and expenses arising or incurred in connection with the performance of this Agreement shall be paid by the appropriate Trust.

8. Standard of Care; Indemnification.

(a) BNY shall have no responsibility and shall not be liable for any loss or damage unless such loss or damage is caused by its own negligence or willful misconduct or that of its employees, or its breach of any of its representations. Except for the Trust's obligation to indemnify BNY for Losses as set forth in Section 8(b) hereof, including Losses constituting special, indirect or consequential damages to third parties, neither BNY nor the Trust shall otherwise be liable for special, indirect or consequential damages regardless of the form of action and even if the same were foreseeable, except that BNY shall be liable for reasonable counsel fees as provided in Section 8(c) hereof.

(b) BNY shall not be responsible for, and the Trust shall indemnify and hold BNY harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability ("Losses") arising out of or attributable to:

(i) The Trust's negligence or willful misconduct;

(ii) The breach of any representation or warranty of the Trust hereunder;

(iii) The conclusive reliance on or use by BNY or its agents or subcontractors of information, records, documents or services which (A) are received by BNY or its agents or subcontractors, and (B) have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust including but not limited to any previous transfer agent or registrar;

(iv) The conclusive reliance on, or the carrying out by BNY or its agents or subcontractors of any instructions or requests of the Trust on behalf of the Trust; and

(v) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.

(vi) BNY shall promptly give notice of any claim, but a delay in giving notice shall not affect the BNY's right to indemnification. BNY agrees to keep the Trust informed of

the status of, and material developments in, any lawsuit, litigation or other proceeding relating to such claim, and its counsel shall discuss its response, defense and legal action with respect to any claim with the Trust's counsel but BNY's counsel shall control any response, defense, or legal action, including any settlement, without the consent or approval of the Trust's counsel and even if the Trust's counsel disagrees. In the event BNY enters any settlement for an amount which is not reasonable, the Trust shall not be liable for, and its indemnity to BNY shall not include, the difference between the dollar amount of BNY's settlement and the highest dollar amount of a settlement which would have been reasonable. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement.

(c) The Trust shall not be responsible for, and BNY shall indemnify and hold the Trust harmless from and against, any and all Losses (including reasonable counsel fees) arising out of or attributable to:

(i) BNY's negligence or willful misconduct; and

(ii) The breach of any representation or warranty of BNY hereunder.

(iii) The Trust shall promptly give notice of any claim, but a delay in giving notice shall not affect the Trust's right to indemnification. The Trust agrees to keep the Bank informed of the status of, and material developments in, any lawsuit, litigation or other proceeding relating to such claim, and its counsel shall discuss its response, defense and legal action with respect to any claim with BNY's counsel, but the Trust's counsel shall control any response, defense, or legal action, including any settlement, without the consent or approval of the Bank's counsel and even if the Bank's counsel disagrees. In the event the Trust enters any settlement for an amount which is not reasonable, the Bank shall not be liable for, and its indemnity to the Trust shall not include, the difference between the dollar amount of the Trust's settlement and the highest dollar amount of a settlement which would have been reasonable. This indemnity shall be a continuing obligation of BNY, its successors and assigns, notwithstanding the termination of this Agreement.

(d) Notwithstanding any other provision contained in this Agreement, BNY shall have no duty or obligation with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Trust of: (a) the taxable nature of any distribution or amount

received or deemed received by, or payable to the Trust; (b) the taxable nature or effect on the Trust or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (c) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Trust to its shareholders; or (d) the effect under any federal, state, or foreign income tax laws of the Trust making or not making any distribution or dividend payment, or any election with respect thereto.

(e) The terms of this Section 8 shall survive the termination of this Agreement.

9. Compensation.

For the services provided hereunder, the Trust agrees to pay BNY such compensation as is mutually agreed upon in writing from time to time and such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, record retention costs, reproduction charges and transportation and lodging costs) as are incurred by BNY in performing its duties hereunder. Except as hereinafter set forth, compensation shall be calculated and accrued daily and paid monthly. BNY shall deliver to the Trust invoices for services rendered hereunder, and the Trust shall have a reasonable time period to review and approve the payment of such invoices. Upon termination of this Agreement before the end of any month, the compensation for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the effective date of termination of this Agreement. For the purpose of determining compensation payable to BNY, the Trust's net asset value shall be computed at the times and in the manner specified in the Trust's Prospectus.

10. Term of Agreement.

This Agreement may be terminated by either BNY giving to the Trust, or the Trust giving to BNY, a notice in writing specifying the date of such termination, which date shall be not less than 180 days after the date of the giving of such notice, provided that any such termination prior to the first anniversary of the date first above written may only be for cause. Upon termination hereof, the affected Trust(s) shall pay to BNY such compensation as may be due as of the date of such termination, and shall reimburse BNY for any disbursements and expenses made or incurred by BNY and payable or reimbursable hereunder.

11. Authorized Persons.

Attached hereto as Exhibit B is a list of persons duly authorized by the board of the Trust to execute this Agreement and give any written or oral Proper Instructions, or written or oral specifications, by or on behalf of the Trust. From time to time, the Trust may deliver a new Exhibit B to add or delete any person and BNY shall be entitled to rely on the last Exhibit B actually received by BNY.

12. Records

In compliance with the requirements of Rule 31a-3 under the 1940 Act, BNY agrees that all records listed on Schedule II which it maintains for the Trust shall at all times remain the property of the Trust, shall be readily accessible in a facility owned or maintained by BNY, during normal business hours, and shall be promptly surrendered in the form and medium then maintained upon the termination of the Agreement or otherwise on written request. BNY further agrees that all records listed on Schedule II which it maintains for the Trust pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above, and will be surrendered in the form and medium then maintained.

13. Confidentiality.

BNY has established and maintains policies and measures reasonably designed to protect the confidentiality of customer information, and will subject information hereunder to such policies and measures.

14. Amendment.

(a) This Agreement may not be amended or modified in any manner except by a written agreement executed by BNY and the Trust to be bound thereby, and authorized or approved by the Trust's Board.

(b) Notwithstanding any other provisions contained in this Agreement, the Trust may without BNY's consent amend Exhibit A to add or delete Series, provided that after such amendment there are not more than forty-four
(44) Series listed thereon, and provided further that the Trust provide at least thirty (30) days notice to BNY of each such amendment.

15. Assignment.

This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of BNY, or by BNY without the written consent of the affected Trust accompanied by the authorization or approval of the Trust's Board. Any purported assignment in violation of this provision shall be void.

16. Governing Law; Consent to Jurisdiction.

This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. BNY and the Trust each hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder, and waives to the fullest extent permitted by law its right to a trial by jury. To the extent that in any jurisdiction BNY or the Trust may now or hereafter be entitled to claim, for themselves or their assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, BNY and the Trust irrevocably agree not to claim, and hereby waive, such immunity.

17. Severability.

In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.

18. No Waiver.

Each and every right granted to BNY or the Trust hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of BNY or the Trust to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by BNY or the Trust of any right preclude any other or future exercise thereof or the exercise of any other right.

19. Notices.

All notices, requests, consents and other communications pursuant to this Agreement in writing shall be sent as follows:

if to the Trust, at

WisdomTree Trust
48 Wall Street
Suite 1100
New York, New York 10005

With a copy (which shall not constitute notice) to

Kirkpatrick & Lockhart, Nicholson Graham LLP 599 Lexington Avenue
46th Floor
New York, New York 10022
Attention: Robert J. Borzone, Jr.

if to BNY, at

The Bank of New York
New York, New York 10286
Attention:
Title:

or at such other place as may from time to time be designated in writing. Notices hereunder shall be effective upon receipt.

20. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts together shall constitute only one instrument.

21. Several Obligations.

The parties acknowledge that the obligations of the Series hereunder are several and not joint, that no Series shall be liable for any amount owing by another Series and that the Series have executed one instrument for convenience only.

22. Limitation of Liability.

It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall

not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the day and year first above written.

WISDOMTREE TRUST

By: /s/ Jonathan Steinberg
    --------------------------------
    on behalf of WisdomTree Trust
    Name:  Jonathan Steinberg
    Title: President

THE BANK OF NEW YORK

By: /s/ Edward G. McGann
    --------------------------------
    Title: Managing Director

EXHIBIT A

Name of Series:

WisdomTree Total Dividend Fund
WisdomTree High-Yielding Equity Fund
WisdomTree Dividend Top 100 Fund
WisdomTree LargeCap Dividend Fund
WisdomTree MidCap Dividend Fund
WisdomTree SmallCap Dividend Fund
WisdomTree DIEFA Index Fund
WisdomTree DIEFA High-Yielding Equity Fund WisdomTree Europe Total Dividend Fund
WisdomTree Europe SmallCap Dividend Fund WisdomTree Europe High-Yielding Equity Index Fund WisdomTree Japan Total Dividend Fund
WisdomTree Japan SmallCap Dividend Fund
WisdomTree Japan High-Yielding Equity Fund WisdomTree Pacific ex-Japan Total Dividend Fund WisdomTree Pacific ex-Japan High-Yielding Equity Fund WisdomTree International Dividend Top 100 Fund WisdomTree International LargeCap Index Fund WisdomTree International MidCap Index Fund WisdomTree International SmallCap Index Fund WisdomTree International Basic Materials Sector Fund WisdomTree International Communications Sector Fund WisdomTree International Consumer Cyclical Sector Fund WisdomTree International Consumer Non-Cyclical Sector Fund WisdomTree International Energy Sector Fund WisdomTree International Financial Sector Fund WisdomTree International Health Care Sector Fund WisdomTree International Industrial Sector Fund WisdomTree International Technology Sector Fund WisdomTree International Utilities Sector Fund

Dated: June 12, 2006

EXHIBIT B

I, , of WisdomTree Trust, a business trust organized and existing under the laws of the State of Delaware (the "Trust"), do hereby certify that:

The following individuals serve in the following positions with the Trust, and each has been duly elected or appointed by the Board of Trustees of the Trust to each such position and qualified therefor in conformity with the Trust's Declaration of Trust and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures. Each such person is authorized to give written or oral Proper Instructions or written or oral specifications by or on behalf of the Trust to the Bank.

Name                        Position                 Signature


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SCHEDULE I
ADMINISTRATIVE SERVICES

1. Prepare minutes of Board of Director meetings and assist the Secretary of each Fund in preparation for Board meetings. Such minutes, meeting agendas and other material prepared in preparation for each Board meeting are subject to the review and approval of Fund counsel.

2. Perform for each Fund, the compliance tests as mutually agreed and which shall be specific to each Fund. The Compliance Summary Reports listing the results of such tests are subject to review and approval by each Fund.

3. Participate in the periodic updating of each Fund's Registration Statement and Prospectus and, subject to approval by such Fund's Treasurer and legal counsel, coordinate the preparation, filing, printing and dissemination of periodic reports and other information to the SEC and the Fund's shareholders, including annual and semi-annual reports to shareholders, Form N-SAR, Form N-CSR, Form N-Q and notices pursuant to Rule 24(f)-2.

4. Prepare workpapers supporting the preparation of federal, state and local income tax returns for each Fund for review and approval by each Fund's independent auditors; perform ongoing wash sales review (i.e., purchases and sales of Fund investments within 30 days of each other); and prepare Form 1099s with respect to each Fund's directors or trustees and file such forms upon the approval of the Fund's Treasurer.

5. Prepare and, subject to approval of each Fund's Treasurer, disseminate to such Fund's Board quarterly unaudited financial statements and schedules of such Fund's investments and make presentations to the Board, as appropriate.

6. Subject to approval of each Fund's Board, assist such Fund in obtaining fidelity bond and E&O/D&O insurance coverage.

7. Prepare statistical reports for outside information services (e.g., IBC/Donoghue, ICI, Lipper Analytical and Morningstar).

8. Attend shareholder and Board meetings as requested from time to time.

9. Subject to review and approval by the Fund Treasurer, establish appropriate expense accruals, maintain expense files and coordinate the payment of invoices for each Fund.

SCHEDULE II
VALUATION AND COMPUTATION SERVICES

I. BNY shall maintain the following records on a daily basis for each Series.

1. Report of priced portfolio securities

2. Statement of net asset value per share

II. BNY shall maintain the following records on a monthly basis for each Series:

1. General Ledger

2. General Journal

3. Cash Receipts Journal

4. Cash Disbursements Journal

5. Subscriptions Journal

6. Redemptions Journal

7. Accounts Receivable Reports

8. Accounts Payable Reports

9. Open Subscriptions/Redemption Reports

10. Transaction (Securities) Journal

11. Broker Net Trades Reports

III. BNY shall prepare a Holdings Ledger on a quarterly basis, and a Buy-Sell Ledger (Broker's Ledger) on a semiannual basis for each Series. Schedule D shall be produced on an annual basis for each Series.

The above reports may be printed according to any other required frequency to meet the requirements of the Internal Revenue Service, The Securities and Exchange Commission and the Fund's Auditors.

IV. For internal control purposes, BNY uses the Account Journals produced by The Bank of New York Custody System to record daily settlements of the following for each Series:

1. Securities bought

2. Securities sold

3. Interest received

4. Dividends received

5. Capital stock sold

6. Capital stock redeemed

7. Other income and expenses

All portfolio purchases for the Fund are recorded to reflect expected maturity value and total cost including any prepaid interest.

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 24th day of May, 2006 by and between WisdomTree Trust, a business trust established under the laws of the State of Delaware, having its principal office and place of business at 48 Wall Street, 11th Floor, New York, NY 10005 (the "Trust"), and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (the "Bank").

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust, on behalf of the series listed on Appendix A hereto (as such Appendix A may be amended from time to time) (each an "Index Series" and collectively, the "Index Series") desires to appoint the Bank as its transfer agent, dividend disbursing agent and agent in connection with certain other activities, and the Bank desires to accept such appointment;

WHEREAS, the Bank is duly registered as a transfer agent as provided in
Section 17A(c) of the Securities Exchange Act of 1934, as amended, (the "1934 Act");

WHEREAS, the Trust will issue and redeem shares of each Index Series only in aggregations of shares known as "Creation Units" principally in-kind for portfolio securities of the respective Index Series, as more fully described in the then current prospectus and statement of additional information of the Fund (together, the "Prospectus") included in its registration statement on Form N-1A (the "Registration Statement"); and

WHEREAS, the shares of each of the Index Series will be approved for listing on the New York Stock Exchange ("NYSE"), subject to notice of issuance; and

WHEREAS, the Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York ("DTC"), or its nominee, will be the record or registered owner (the "Shareholder") of all shares of each Index Series;

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the Fund and the Bank agree as follows:

1. Terms of Appointment; Duties of the Bank.

1.1 Subject to the terms and conditions set forth in this Agreement; the Trust on behalf of the Index Series hereby employs and appoints the Bank to act, and the Bank agrees to act, as transfer agent for each of the Index Series' authorized and issued shares of beneficial interest ("Shares"), and dividend disbursing agent of the Trust.

1.2 The Bank agrees that it will perform the following services:

(a) In connection with procedures established from time to time by agreement between the Trust and the Bank, the Bank shall:

(i) Receive from the Authorized Participants (as defined in the Prospectus) or a person reasonably believed by the Bank to be an Authorized Participant purchase orders for Creation Units, promptly transmit such purchase orders to the Trust's distributor (the "Distributor") for acceptance by or on behalf of the Trust, upon receipt of the written acknowledgement of such acceptance from the Distributor promptly transmit appropriate trade instructions to the National Securities Clearing Corporation or DTC, as applicable, and pursuant to such orders issue the appropriate number of shares of the applicable Index Series in Creation Units and hold such shares in the account of the Shareholder for each of the respective Index Series.

(ii) Receive from the Authorized Participants or persons reasonably believed by the Bank to be Authorized Participants redemption requests; deliver the appropriate documentation thereof to the duly appointed custodian of the Trust (the "Custodian"); generate and transmit, or cause to be generated and transmitted, confirmation of receipt of such redemption requests to such Authorized Participants; transmit appropriate trade instructions to the National Securities Clearing Corporation or DTC, as applicable; and pursuant to such orders redeem the appropriate number of shares of the applicable Index Series in Creation Units from the account of the Shareholder for each of the respective Index Series;

(iii) At the appropriate time after the Bank has received funds, including receipt by provisional credit, cause to be paid over in the appropriate manner monies to the redeeming party;

(iv) Prepare and transmit after the Bank has received funds, including receipt by provisional credit, by means of DTC's book-entry system payments for dividends and distributions declared by the Trust on behalf of an Index Series;

(v) Create and maintain, in accordance with the 1940 Act, and the rules promulgated thereunder, such records as are listed on Schedule A. All such records shall be available for inspection and use by the Trust. Where applicable, such records shall be maintained by the Bank for the periods and in the places required by Rule 31a-2 under the 1940 Act;

(vi) Upon reasonable notice by the Trust, make available during regular business hours all records and other data created and maintained pursuant to this Agreement for reasonable audit and inspection by the Trust, or any person retained by the Trust. Upon reasonable notice by the Trust, the Bank shall make available during regular business hours its facilities and premises employed in connection with its performance of this Agreement for reasonable visitation by the Trust, or any person retained by the Trust;

(vii) Record the issuance of Shares of each Index Series and maintain, pursuant to Rule 17Ad-10(e) under the 1934 Act, a record of the total number of Shares of the Trust which are authorized, based upon data provided to it by the Trust, and issued and outstanding. The Bank shall also provide the Trust on a regular basis with the total

number of Shares which are authorized and issued and outstanding but shall not be responsible for, when recording the issuance of Shares, monitoring the issuance of such Shares or compliance with any laws relating to the validity of the issuance or the legality of the sale of such Shares;

(ix) Prepare and transmit to the Trust and to any applicable securities exchange (as specified to the Bank by the Trust) information with respect to purchases and redemptions of Shares;

(x) On days that the Trust may accept orders for purchases or redemptions, calculate and transmit to the Trust's administrator the number of outstanding Shares for each series of the Trust;

(xi) On days that the Trust may accept orders for purchases or redemptions, (pursuant to the Participant Agreement), transmit to the Trust and DTC the amount of Shares purchased on such day;

(xii) Confirm to DTC the number of Shares evidenced by each global certificate in registered form issued to the Shareholder, as DTC may reasonably request;

(xiv) Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request;

(xv) Extend the voting rights to the Shareholder and/or beneficial owners of Shares in accordance with the policies and procedures of DTC for book-entry only securities;

(xvi) Prepare a monthly report of all purchases and redemptions during such month on a gross transaction basis. The monthly report shall show the counterpart and amount of each purchase on a daily basis net number of shares either redeemed or created for such Business Day; and

(xvii) Implement the Trust's Anti-Money Laundering Program and monitoring compliance with the Anti-Money Laundering and Foreign Asset Compliance Policy and Procedures.

(b) In addition to and not in lieu of the services set forth in the above paragraph (a) or in any Schedule hereto, the Bank shall: perform all of the services it customarily performs as a transfer agent and dividend disbursing agent for exchange traded funds, including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, coordinating the mailing and soliciting of proxies, receiving and tabulating proxies, withholding taxes on all accounts, including nonresident alien accounts, preparing and transmitting statements of account to the Shareholder for all purchases and redemptions of Shares, preparing and mailing activity statements for Shareholders (including dividend and distribution notices and tax information), and providing Shareholder account information.

(c) The following shall be delivered to DTC for delivery to beneficial owners in accordance with the procedures for book-entry only securities of DTC:

(i) Annual and semi-annual reports of the Trust;

(ii) Proxies, proxy statements and other proxy soliciting materials;

(iii) Prospectus and amendments and supplements to the Prospectus, including stickers; and

(iv) Other communications as may be required by law or reasonably requested by the Trust.

(d) The Bank shall provide additional services (if any) on behalf of the Trust (i.e., escheatment services) which may be agreed upon in writing between the Trust and the Bank.

1.3 Instructions shall be deemed to be "Proper Instructions" hereunder if such instructions are (i) instructions given by an Authorized Person (which shall include the Trust's Distributor), such instructions to be given in such form and manner as the Bank and the Trust shall agree upon from time to time. Oral instructions will be considered Proper Instructions if the Bank reasonably believes them to have been given by an Authorized Person. The Trust shall cause all oral instructions to be promptly confirmed in writing. The Bank shall act upon and comply with any subsequent proper instruction which modifies a prior instruction and the sole obligation of the Bank with respect to any follow-up or confirmatory instruction shall be to make reasonable efforts to detect any discrepancy between the original instruction and such confirmation and to report such discrepancy to the Trust. Instructions shall include communication effected directly between electro-mechanical or electronic devices, including information transmitted by the Trust's Distributor. The Trust hereby authorizes such use of electro-mechanical or electronic communication and the Trust and the Bank will agree as to procedures which shall afford adequate safeguards for the Trust's assets. If the Fund elects to transmit Instructions through an on-line communications system offered by the Bank, the Fund's use thereof shall be subject to the Terms and Conditions attached as Appendix I hereto. If the Bank receives Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Fund understands and agrees that the Bank cannot determine the identity of the actual sender of such Instructions and that Custodian shall conclusively presume that such Written Instructions have been sent by an Authorized Person, and the Fund shall be responsible for ensuring that only Authorized Persons transmit such Instructions to the Bank.

1.4 Authorized Person will mean any of the persons duly authorized to give Proper Instructions or otherwise act on behalf of the Trust by appropriate resolution of its Board, and set forth in a certificate provided to the Bank, or any person reasonably believed by the Bank to be such person.

2. Sale of Trust Shares.

2.1 Whenever the Trust shall sell or cause to be sold any Shares of an Index Series, the Trust shall deliver or cause to be delivered to the Bank a document duly specifying: (i) the name of the Index Series whose Shares were sold; (ii) the number of Shares sold, trade date, and price; (iii) the amount of money and/or securities to be delivered to the Custodian for the sale of such Shares and specifically allocated to such Index Series; and (iv) in the case of a new account, a new account application or sufficient information to establish an account.

2.2 The Bank will, upon receipt by it of a check or other payment identified by it as an investment in Shares of one of the Index Series and drawn or endorsed to the Bank as agent for, or identified as being for the account of, one of the Index Series, promptly deposit such check or other payment to the appropriate account postings necessary to reflect the investment in the appropriate Index Series. The Bank will notify the Trust (or its designated agent) and the Custodian of all purchases and related account adjustments.

2.3 Under procedures as established by mutual agreement between the Trust and the Bank, the Bank shall issue to the purchaser or its authorized agent such Shares in Creation Units, as such person is entitled to receive determined in accordance with the prospectus and any applicable federal law or regulation. In issuing Shares to a purchaser or its authorized agent, the Bank shall be entitled to rely upon the latest Proper Instructions, if any, previously received by the Bank from the Trust, the purchaser or their authorized agents concerning the delivery of such Shares.

2.4 The Bank shall not issue any Shares of the Trust where it has received a written instruction from the Trust or written notification from any appropriate federal or state authority that the sale of the Shares of the Index Series in question has been suspended or discontinued, and the Bank shall be entitled to rely upon such written instructions or written notification.

2.5 Upon the issuance of any Shares of any Index Series in accordance with foregoing provisions of this Section, the Bank shall not be responsible for the payment of any original issue or other taxes, if any, required to be paid by the Trust in connection with such issuance.

2.6 The Bank may establish such additional rules and regulations governing the transfer or registration of Shares as it may deem advisable and consistent with such rules and regulations generally adopted by transfer agents, or with the written consent of the Trust, any other rules and regulations.

3. Returned Orders. In the event that any order for the transfer of money is returned unpaid for any reason, the Bank will take such steps as the Bank may, in its discretion, deem appropriate to protect the Trust from financial loss or as the Trust or its designee may instruct.

4. Redemptions. Shares of any Index Series may be redeemed in accordance with the procedures set forth in the Prospectus of the Trust and the Bank will duly process all

redemption requests.

5. Right to Seek Assurances. The Bank reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Bank, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis for any claims adverse to such transfer or redemption. The Bank may, in effecting transfers, rely upon the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, which in the opinion of legal counsel for the Trust or the Bank's own legal counsel, do not require certain documents in connection with the transfer or redemption of Shares of any Index Series.

6. Distributions.

6.1 The Trust will promptly notify the Bank of the declaration of any dividend or distribution. The Trust shall furnish to the Bank a resolution of the Board of Trustees of the Trust certified by the Secretary (a "Certificate"):
(i) authorizing the declaration of dividends on a specified periodic basis and authorizing the Bank to rely on oral instructions or a Certificate specifying the date of the declaration of such dividend or distribution, the date of payment thereof, the record date as of which Shareholders entitled to payment shall be determined and the amount payable, per share to Shareholders of record as of such record date and the total amount payable to the Bank on the payment date; or (ii) setting forth the date of the declaration of any dividend or distribution by a Index Series, the date of payment thereof, the record date as of which Shareholders entitled to payment shall be determined, and the amount payable per share to the Shareholders of record as of that date and the total amount payable to the Bank on the payment date.

6.2 The Bank, on behalf of the Trust, shall instruct the Custodian to place in a dividend disbursing account funds equal to the cash amount of any dividend or distribution to be paid out. The Bank will calculate, prepare and mail checks to (at the address as it appears on the records of the Bank), or (where appropriate) credit such dividend or distribution to the account of, Index Series Shareholders, and maintain and safeguard all underlying records.

6.3 The Bank will replace lost checks at its discretion and in conformity with regular business practices.

6.4 The Bank shall not be liable for any improper payments made in accordance with a resolution of the Board of Trustees of the Trust.

6.5 If the Bank does not receive front the Custodian sufficient cash to make payment to all Shareholders of the Trust as of the record date, the Bank shall, upon notifying the Trust, withhold payment to all Shareholders of record as of the record date until such sufficient cash is provided to the Bank and shall not be liable for any claim arising out of such withholding.

7. Taxes. It is understood that the Bank shall file such appropriate information returns concerning the payment of dividends and capital gain distributions and tax withholding with

the proper Federal, State and local authorities as are required by law to be filed by the Trust and shall withhold such sums as are required to be withheld by applicable law.

8. Books and Records.

8.1 The Bank shall maintain confidential records showing for each Shareholder account in each Index Series, the following: (i) name, address and tax identification number; (ii) number and class, if any, of Shares held; (iii) historical information regarding shareholder accounts, including dividends and distributions and the date and price for each transaction in a shareholder's account; (iv) any stop or restraining order placed against Shareholder's account; (v) information with respect to withholdings; (vi) any dividend address and correspondence relating to the current maintenance of a Shareholder's account; (vii) any information required in order for the Bank to perform the calculations contemplated or required by this Agreement; and (viii) such other information and data as may be required by applicable law.

8.2 Any records listed on Schedule A which are required to be maintained by Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act. Such records may be inspected by the Trust during regular business hours upon reasonable notice. The Bank may, at its option at any time, and shall forthwith upon the Trust's demand, turn over to the Trust and cease to retain in the Bank's files, records and documents created and maintained by the Bank in performance of its service or for its protection. At the end of the retention period required by the 1940 Act, such documents will either be turned over to the Trust, or destroyed in accordance with the Trust's authorization.

8.3 Procedures applicable to the services to be performed hereunder may be established from time to time by agreement between the Trust and the Bank. The Bank shall have the right to utilize any shareholder accounting and recordkeeping systems which, in its opinion, qualifies to perform any services to be performed hereunder without violating the 1940 Act. The Bank shall keep records relating to the services performed hereunder, in the form and manner as it may deem advisable.

9. Fees and Expenses.

9.1 For performance by the Bank pursuant to this Agreement, the Trust agrees to pay the Bank an annual fee as mutually agreed upon in writing. Such fees and out-of-pocket expenses and advances identified under Section 9.2 below may be changed from time to time, upon mutual written agreement between the Trust and the Bank.

9.2 In addition to the fee paid under Section 9.1 above, the Trust agrees to reimburse the Bank for out-of-pocket expenses or advances incurred by the Bank, provided that the Bank delivers to the Trust invoices for such fees or expenses within 30 days of incurring the same, and the Trust shall have a reasonable time period to review and approve the payment of such invoices. In addition, any other expenses incurred by the Bank at the request or with the consent of the Trust including, without limitation, any equipment or supplies which the Bank orders or purchases specifically for the Trust, with the approval of the Trust, or which the Trust specifically orders or requires the Bank to purchase, will be

reimbursed by the Trust.

9.3 The Trust agrees to pay all fees and reimbursable expenses, provided that the Bank delivers to the Trust invoices for such fees or expenses within 30 days of incurring the same, and the Trust shall have a reasonable time period to review and approve the payment of such invoices. The Trust agrees to reimburse the Bank for postage for mailing of dividends, proxies, reports and other mailings to all shareholder accounts, provided that the Bank delivers to the Trust invoices for such costs within 30 days of incurring the same, and the Trust shall have a reasonable time period to review and approve the payment of such invoices. Any waiver or extension by the Bank of time periods shall not constitute a dismissal of any monies due under this Agreement nor shall such waiver or extension apply to any future monies due to the Bank hereunder.

10. Representations and Warranties of the Bank.

The Bank represents and warrants to the Trust that:

10.1 It is a banking company duly organized and existing and in good standing under the laws of the State of New York.

10.2 It is duly qualified to carry on its business in the State of New York.

10.3 It is empowered under applicable laws and by its Charter and By-Laws to act as transfer agent and dividend disbursing agent and to enter into and perform this Agreement.

10.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

10.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

10.6 It is in full material compliance with all applicable federal state and New York laws with respect to its duties under this Agreement.

11. Representations and Warranties of the Trust.

The Trust represents and warrants to the Bank that:

11.1 It is a business trust duly organized and existing and in good standing under the laws of the State of Delaware.

11.2 It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.

11.3 All corporate proceedings required by said Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.

11.4 It is a open-end management investment company registered under the 1940 Act.

11.5 A registration statement on Form N-1A (including a prospectus and statement of additional information) under the Securities Act of 1933 and the 1940 Act will be effective as of the date the Bank begins to provide services hereunder and will remain effective, and any appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Trust being offered for sale.

11.6 When Shares are hereafter issued in accordance with the terms of the Prospectus, such Shares shall be validly issued, fully paid and nonassessable by the Trust.

12. Indemnification.

12.1 Notwithstanding anything in this Agreement to the contrary, in no event shall the Bank or any of its officers, directors, employees or agents (collectively, the "Indemnified Parties") be liable to the Trust or any third party, and the Trust shall indemnify and hold the Bank and the Indemnified Parties harmless from and against any and all loss, damage, liability, actions, suits, claims, costs and expenses, including reasonable legal fees, (a "Claim") arising as a result of any act or omission of the Bank under this Agreement, except for any Claim for direct money damages to the extent such Claim results from the negligence, willful misfeasance or bad faith of, the Bank, or breach of any representation or warranty of the Bank contained in this Agreement. For purposes of this Section 12.1, the Bank's reliance without inquiry on the legal sufficiency of the Trust's Anti-Money Laundering Program and related monitoring, as described in Section 1.2(a)(xvii), as the same shall be revised by the Trust from time to time when required by applicable law, shall not be nor be deemed negligence, willful misconduct nor bad faith. The Bank shall promptly give notice of any claim, but a delay in giving notice shall not affect the Bank's right to indemnification. The Bank agrees to keep the Trust informed of the status of, and material developments in, any lawsuit, litigation or other proceeding relating to such claim, and its counsel shall discuss its response, defense and legal action with respect to any claim with the Trust's counsel but the Bank's counsel shall control any response, defense, or legal action, including any settlement, without the consent or approval of the Trust's counsel and even if the Trust's counsel disagrees. In the event the Bank enters any settlement for an amount which is unreasonable, the Trust shall not be liable for, and its indemnity to the Bank shall not include, the difference between the dollar amount of the Bank's settlement and the highest dollar amount of a settlement which would have been reasonable. This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement.

12.2 Notwithstanding anything to the contrary in this Agreement other than
Section 12.1 and the Trust's obligation to indemnify the Bank, in no event shall a party to this Agreement be liable to the other party or any third party for lost profits or lost revenues or any special, consequential, punitive or incidental damages of any kind whatsoever in connection with this Agreement or any activities hereunder.

12.3 The Trust shall not be responsible for, and the Bank shall indemnify and hold the Trust harmless from and against, any and all Losses (including reasonable counsel fees)

arising out of or attributable to:

(a) The Bank's negligence or willful misconduct; and

(b) The breach of any representation or warranty of the Bank hereunder.

(c) The Trust shall promptly give notice of any claim, but a delay in giving notice shall not affect the Trust's right to indemnification. The Trust agrees to keep the Bank informed of the status of, and material developments in, any lawsuit, litigation or other proceeding relating to such claim, and its counsel shall discuss its response, defense and legal action with respect to any claim with the Bank's counsel, but the Trust's counsel shall control any response, defense, or legal action, including any settlement, without the consent or approval of the Bank's counsel and even if the Bank's counsel disagrees. In the event the Trust enters any settlement for an amount which is reasonable, the Bank shall not be liable for, and its indemnity to the Trust shall not include, the difference between the dollar amount of the Trust's settlement and the highest dollar amount of a settlement which would have been reasonable. This indemnity shall be a continuing obligation of the Bank, its successors and assigns, notwithstanding the termination of this Agreement.

12.4 The Bank may consult with counsel to the Trust or its own counsel, at its expense, with respect to any matter arising in connection with the services to be performed by the Bank under this Agreement, and shall promptly advise the Trust of the advice or opinion of such counsel, provided, however, that unless the circumstances do not reasonably permit the giving of notice to the Trust, the Bank shall give to the Trust notice of the counsel it intends to use and await the Trust's approval thereof, which approval shall not be unreasonably withheld, except that no such notice or approval shall be required with respect to any matter or question of law initially referred to the Bank's in-house counsel.

12.5 The Bank may rely upon any Proper Instruction which it reasonably believes to be genuine and to be signed or presented by any Authorized Person. The Bank shall not be held to have notice of any change of authority of any Authorized Person until receipt of appropriate written notice thereof has been received by the Bank from the Trust.

13. Standard of Care. The Bank shall at all times act in good faith and agrees to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors unless said errors are caused by its own negligence, bad faith or willful misconduct or that of its employees, agents or permitted assignees or delegatees, or the Bank's breach of any of its representations or covenants.

14. Covenants of the Trust and the Bank.

14.1 The Trust shall promptly furnish to the Bank the following:

(a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank hereunder and the execution and delivery of this Agreement.

(b) A copy of the Declaration of Trust and By-Laws of the Trust and all amendments thereto.

(c) Copies of each vote of the Board of Trustees of the Trust designating Authorized Persons to give instructions to the Bank, and a Certificate providing specimen signatures for such authorized persons.

(d) Certificates as to any change in any officer or Trustee of the Trust.

(e) All account application forms and other documents relating to shareholder accounts or relating to any plan, program or service offered by the Trust.

(f) Copies of the Trust's registration statement on Form N-1A as amended and declared effective by the Securities and Exchange Commission and all post-effective amendments thereto. The Bank acknowledges that the Trust's registration statement on Form N-1A and all post effective amendments thereto are available free of charge at www.sec.gov.

(g) Such other certificates, documents or opinions as the Bank may reasonably deem necessary or appropriate for the Bank in the proper performance of its duties hereunder.

14.2 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

14.3 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. The Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will be preserved, maintained and made available upon reasonable request, and will be surrendered promptly to the Trust in accordance with its request.

14.4 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.4. The obligations of this Section 14.4 shall survive any earlier termination of this Agreement.

14.5 In case of any requests or demands for the inspection of the Shareholder records of the Trust, the Bank will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such request or demand. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person.

14.6 Bank shall file such appropriate information returns concerning the payment and composition of dividends and capital gain distributions and tax withholding with the proper Federal, State and local authorities as are required by law to be filed by the Trust and shall withhold such sums as are required to be withheld by applicable law.

14.7 Bank shall establish and maintain a disaster recovery plan and back-up system at all times satisfying the requirements of all applicable law, rules, and regulations and which is reasonable under the circumstances.

15. Term of Agreement.

15.1 Either party hereto may terminate this Agreement by giving one hundred eighty (180) days written notice to the other party, provided that any such termination prior to the first anniversary of the date first above written may only be for cause

15.2 The terms of Article 9 and Article 12 shall survive the termination of this Agreement.

16. Additional Index Series. In the event that the Trust establishes one or more series of Shares in addition to the series listed on Appendix A hereto with respect to which it desires to have the Bank render services as transfer agent under the terms hereof, it shall so notify the Bank in writing, and if the Bank agrees in writing to provide such services, such series of Shares shall become an Index Series hereunder and Appendix A shall be appropriately amended.

17. Assignment.

17.1 Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party, and any purported assignment in violation of this provision shall be void.

17.2 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

17.3 Upon receipt of the Trust's prior written consent, the Bank may subcontract for the performance of any of the services to be provided hereunder to third parties, including any affiliate of the Bank; provided, however, that no such delegation of its duties and obligations hereunder shall discharge the Bank from its duties and obligations hereunder.

18. Amendment.

18.1. This Agreement may be amended or modified only by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees of the Trust.

18.2. Notwithstanding any other provisions contained in this Agreement, the Trust may without the Bank's consent amend Appendix A to add or delete Index Series, provided that after such amendment there are not more than forty-four
(44) Index Series listed thereon,

and provided further that the Trust provide at least thirty (30) days notice to the Bank of each such amendment.

19. Governing Law. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. The Trust and the Bank each hereby waive any right to a trial by jury.

20. Merger of Agreement and Severability.

20.1 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written.

20.2 In the event any provision of this Agreement shall be held unenforceable or invalid for any reason, the remainder of the Agreement shall remain in full force and effect.

20.3 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts shall together, constitute only one instrument.

21. Notices. Any notice or other instrument in whiting authorized or required by this Agreement to be given to either party hereto will be sufficiently given if addressed to such party and mailed or delivered to it at its office at the address set forth below:

For the Trust:

WisdomTree Trust
48 Wall Street
Suite 1100
New York, New York 10005

With a copy (which shall not constitute notice) to Kirkpatrick & Lockhart Nicholson Graham LLP 599 Lexington Avenue 46th Floor
New York, New York 10022 Attention: Robert J. Borzone, Jr.

For the Bank:

The Bank of New York
One Wall Street
New York, New York 10286

22. Trust Liability. The Bank acknowledges and agrees that the obligations of the Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been

authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

23. Several Obligations of the Index Series. This Agreement is an agreement entered into between the Bank and the Trust with respect to each Index Series. With respect to any obligation of the Trust on behalf of any Index Series arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Index Series to which such obligation relates as though the Bank had separately contracted with the Trust by separate written instrument with respect to each Index Series.

24. Use of Name. A party shall not use the name of the other party or any of its affiliates in any prospectus, sales literature or other material relating to the Trust in a manner not approved by the other party prior thereto in writing; provided however, that such approval shall not be required for any use of its name which merely refers in accurate and factual terms to the Bank's appointment hereunder or which is required by the Securities and Exchange Commission or any state securities authority or any other appropriate regulatory, governmental or judicial authority; provided further, that in no event shall such approval be unreasonably withheld or delayed.

25. Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

26. Force Majeure. Notwithstanding anything to the contrary in this Agreement, in no event shall a party to this Agreement be liable to the other party or any third party for losses resulting from (i) any acts of God, fires, floods, or other disturbances of nature, epidemics, strikes, riots, terrorism, nationalization, expropriation, currency restrictions, or insurrection, (ii) other happenings or events beyond the reasonable control and anticipation of the party affected, or (iii) loss, interruption, or malfunction of communication or computer (hardware or software) services beyond the reasonable control of the party or if not beyond the reasonable control of the party affected, (A) the party affected has in place appropriate business resumption procedures, systems and facilities or its failure to have the same was not a contributing factor, and (B) the party affected uses its best efforts to avoid or remove the cause of such losses. For purposes of the foregoing, the Bank shall be presumed to have satisfied the requirement in (A) if the Bank has such back-up systems as are required by its regulators.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and the year first above written.

WISDOMTREE TRUST

By: /s/ Jonathan Steinberg
--------------------------
Name:  Jonathan Steinberg
Title: President

THE BANK OF NEW YORK

By: /s/ Edward G. McGann
------------------------
Name:  Edward G. McGann
Title: Managing Director

APPENDIX A

Name of Series:

WisdomTree Total Dividend Fund
WisdomTree High-Yielding Equity Fund
WisdomTree Dividend Top 100 Fund
WisdomTree LargeCap Dividend Fund
WisdomTree MidCap Dividend Fund
WisdomTree SmallCap Dividend Fund
WisdomTree DIEFA Index Fund
WisdomTree DIEFA High-Yielding Equity Fund WisdomTree Europe Total Dividend Fund
WisdomTree Europe SmallCap Dividend Fund WisdomTree Europe High-Yielding Equity Index Fund WisdomTree Japan Total Dividend Fund
WisdomTree Japan SmallCap Dividend Fund
WisdomTree Japan High-Yielding Equity Fund WisdomTree Pacific ex-Japan Total Dividend Fund WisdomTree Pacific ex-Japan High-Yielding Equity Fund WisdomTree International Dividend Top 100(sm) Fund WisdomTree International LargeCap Index Fund WisdomTree International MidCap Index Fund WisdomTree International SmallCap Index Fund WisdomTree International Basic Materials Sector Fund WisdomTree International Communications Sector Fund WisdomTree International Consumer Cyclical Sector Fund WisdomTree International Consumer Non-Cyclical Sector Fund WisdomTree International Energy Sector Fund WisdomTree International Financial Sector Fund WisdomTree International Health Care Sector Fund WisdomTree International Industrial Sector Fund WisdomTree International Technology Sector Fund WisdomTree International Utilities Sector Fund

Dated: June 12, 2006

SCHEDULE A

BOOKS AND RECORDS TO BE MAINTAINED BY BANK

Source Documents requesting Creations and Redemptions

Correspondence/AP Inquiries

Reconciliations, bank statements, copies of cancelled checks, cash proofs

Daily/Monthly reconciliation of outstanding units between the Trust and DTC

Net Asset Computation Documentation

Dividend Records

Year-End Statements and Tax Forms

LICENSE AGREEMENT

THIS AGREEMENT, dated as of March 21, 2006 ("Effective Date"), is made by and between WisdomTree Investments, Inc., a Delaware corporation, having its principal place of business at 48 Wall Street, 11th Floor, New York, NY 10005 ("Licensor"), and WisdomTree Trust, a Delaware business trust, having its principal place of business at 48 Wall Street, 11th Floor, New York, NY 10005 ("Licensee").

WHEREAS, Licensor is the owner of all right, title and interest in and to certain quantitative securities benchmarks ("Licensed Benchmarks"), along with associated service marks, together with any applications or registrations now or hereinafter issued on said service marks whether federal, state or foreign ("Licensed Marks"), identified more completely in Exhibit A hereto; and

WHEREAS, Licensor is the owner of certain research and development information, processes, know-how, trade secrets and technical data related to financial benchmarks, indexes, funds and model portfolios ("Technical Data"); and

WHEREAS, Licensor wishes to grant a license to Licensee and Licensee wishes to receive a license from Licensor, for the right to use the Licensed Benchmarks, Technical Data and Licensed Marks owned by Licensor in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee agree as follows:

Grant of License

1. Subject to the terms and conditions set forth below, Licensor hereby grants to Licensee, and Licensee hereby accepts an exclusive, nontransferable, non-sublicensable, non-assignable, royalty-free license in the United States to use the Licensed Benchmarks and associated Technical Data solely in connection with the construction and establishment of a series of exchange-traded funds, each based on a Licensed Benchmark ("Benchmark Funds"), and to use the Licensed Marks, solely in connection with the Benchmark Funds.

Ownership

2. Licensee acknowledges and agrees (i) that Licensor is the exclusive owner of the Licensed Benchmarks, the Technical Data, and the Licensed Marks and all the rights therein and goodwill pertaining thereto, (ii) that all use of the Licensed Marks by Licensee shall inure to the benefit of Licensor, including its successors and assigns, (iii) that Licensee shall not take any action which is inconsistent with Licensor's ownership of the Licensed Benchmarks, Technical Data and Licensed Marks, and (iv) that, upon termination of this Agreement, all rights in the Licensed Marks, including the goodwill connected therewith, the Licensed Benchmarks and Technical Data shall remain the property of Licensor. Licensor shall be solely responsible for, and may exercise its discretion in, deciding whether to apply for and prosecute applications for registration of the Licensed Marks in any jurisdiction and whether to maintain any such registrations therefor.

Quality Control of Licensed Marks

3. Licensee agrees that the nature and quality of the Benchmark Funds and related services provided by Licensee in connection with the Licensed Marks shall conform to commercially reasonable standards. Licensee agrees to cooperate with Licensor in facilitating Licensor's control of such nature and quality, and to supply Licensor with specimens of use of the Licensed Marks upon request. Licensee agrees that it will not make any significant change to the Licensed Marks or business methods for rendering the services offered under the Licensed Marks without obtaining the prior consent of Licensor. Licensee shall not have the right to and shall not use any

trademarks, trade names or service marks confusingly similar to the Licensed Marks or other Licensor marks.

Confidentiality

4. Licensee shall: (i) treat as confidential and preserve the confidence of all Confidential Information as that term is defined below; (ii) make no use of the Confidential Information except as expressly permitted under this Agreement; and (iii) except as expressly authorized by Licensor, limit access to the Confidential Information to Licensee's employees and consultants who reasonably require access to such Confidential Information, and otherwise maintain policies and procedures designed to prevent any unauthorized disclosure of the Confidential Information. For purposes of this Agreement, Confidential Information shall include all business and financial information relating to Licensor, all proprietary information relating to the Licensed Benchmarks and Technical Data, and any Benchmark Funds or processes produced in connection therewith (excluding, however, that portion of such proprietary information incorporated into an issued patent assigned to or owned by Licensor), and all inventions, discoveries, methods, plans, techniques, processes, documents, drawings, data, trade secrets, know-how, patent applications and information of Licensor that is related thereto and marked or otherwise designated, verbally or in writing, as "Confidential." Confidential Information shall not include anything that (i) is or lawfully becomes in the public domain, other than as a result of a breach of an obligation hereunder; (ii) is furnished to Licensee by a third party having a lawful right to do so; or (iii) was known to Licensee at the time of the disclosure. Unless prohibited by law, Licensee shall give prompt notice to Licensor of any requests or demands for any Confidential Information made under lawful process by any third parties, prior to disclosure or furnishing of such Confidential Information. Licensee agrees to cooperate with Licensor, at Licensor's expense, in seeking reasonable protective arrangements to prevent, limit or restrict the disclosure of Confidential Information pursuant to such lawful process. If Licensee has complied with the foregoing provisions of this Section 4, Licensee may disclose Confidential Information, upon the advice of counsel that such disclosure is required by law, regulation or lawful process.

Licensee's Obligations

5. Licensee agrees that it will never dispute, contest, or challenge, directly or indirectly, the validity or enforceability of the Licensed Marks or Licensor's ownership of the Licensed Benchmarks, Technical Data or Licensed Marks, nor to counsel, procure, or assist anyone else to do the same. Licensee further agrees that it will never attempt to dilute, directly or indirectly, the value of the goodwill attached to the Licensed Marks, nor to counsel, procure, or assist anyone else to do the same.

6. Licensee agrees to safeguard and maintain the reputation and prestige of the Licensed Marks and will not do anything that would tarnish the image of or adversely impact the value, reputation or goodwill associated with the Licensed Marks. Operation of any Benchmark Fund in accordance with standard business practices shall not result in a breach of this Section 6, regardless of the actual performance of such Benchmark Fund.

7. Licensee agrees that it will comply with all laws, rules, regulations, and requirements of any governmental or administrative body or voluntary industry standards that may be applicable to the advertising, publicity, promotion, sale, or offering of the Benchmark Funds, to the offering of related services and operations, and to other goods or services bearing the Licensed Marks.

Enforcement

8. Licensor shall have the sole right, but no obligation, at its own discretion, to pursue any cause of action regarding the Licensed Benchmarks, Technical Data or Licensed Marks. Licensee agrees to join as a party plaintiff in any such lawsuit by Licensor, if requested by Licensor.

9. Licensee shall promptly notify Licensor of any infringement, threatened infringement or misappropriation of the Licensed Benchmarks, Technical Data or Licensed Marks that may come to its attention.

10. Licensor represents and warrants to Licensee that (i) to Licensor's actual knowledge, Licensor is the sole owner of the Licensed Marks free and clear of any restrictions upon its ability to license the Licensed Marks pursuant to this Agreement and (ii) to Licensor's actual knowledge, no person, firm, or corporation has any rights in the Licensed Marks which will interfere with Licensee's use thereof pursuant to this Agreement.

Term and Termination

11. This Agreement, unless terminated earlier as provided by Section 12 and
Section 13 herein, shall remain in full force and effect for a period of ten (10) years, up to and including the entire last day of the period ("Initial Term"), and be automatically renewed at Licensor's sole discretion for an additional term of two (2) years ("Renewal Term") at the expiration of the Initial Term or any subsequent Renewal Term. Either party may give to the other party, not more than one year or less than 90 days in advance of the expiration of the Initial Term or any Renewal Term, written notice of its intent not to renew this Agreement.

12. Notwithstanding Section 13 hereto, Licensor may revoke the license provided herein irrespective of any event of default if Licensor's subsidiary, WisdomTree Asset Management, Inc., ceases to exercise investment discretion over Licensee or any Benchmark Fund in its capacity as manager, investment advisor, trustee, or any other comparable capacity. If and when said license shall ever be revoked pursuant to this Section 12, Licensee agrees to discontinue all use of the Licensed Benchmarks, Technical Data and Licensed Marks immediately.

13. A non-defaulting party may terminate this Agreement in the event of the occurrence of any of the following events of default:

(a) the failure of the other party to comply with any material provision of this Agreement, if such noncompliance is not remedied within 30 days after written notice of such default is provided to the defaulting party; provided, however, that such cure period shall be extended if such default by its nature and not as a result of the defaulting party cannot be cured within such 30 days so long as the defaulting party commences action immediately after such notice to cure such default and proceeds diligently thereafter to effect the cure of such default as soon as possible; or

(b) the unauthorized sale, transfer or assignment of this Agreement by Licensee to a third party. The sale of an interest in Licensee exceeding fifty percent (50%) shall constitute an assignment of this Agreement for purposes of this Agreement.

Mutual Warranties and Indemnifications

14. Licensor and Licensee each individually represent, warrant and covenant to the other that (a) each is fully capable of and authorized to enter into this Agreement; (b) the execution, delivery and performance of this Agreement does not violate its certificate of incorporation, by-laws or similar governing instruments or applicable law and does not, and with the passage of time will not, materially conflict with or constitute a breach under any other agreement, judgment or instrument to which it is a party or by which it is bound; (c) this Agreement is the legal, valid and binding obligation of such party, enforceable in accordance with its terms; and (d) each will comply with all applicable laws, rules and regulations when exercising any of its rights and performing any of its obligations hereunder.

15. Licensee agrees that Licensor will have no liability and Licensee will indemnify, defend, and hold harmless Licensor, its affiliated companies and their officers, directors, employees, and agents

against any and all damages, liabilities, claims, causes of action, attorneys fees or costs incurred by Licensor in defending against any third-party claims or threats of claims arising from (i) the advertisement, promotion, or sale of products or services bearing the Licensed Marks or based on the Licensed Benchmarks; and (ii) the conduct of Licensee's business.

16. Licensor shall indemnify, defend and hold harmless Licensee and its officers, directors, employees, and agents against any and all damages, liabilities, claims, causes of action, attorneys fees or costs incurred by Licensee in defending against any third-party claims or threats of claims arising from Licensee's breach of Section 10 insofar as it relates to the use of the Licensed Marks in accordance with the terms of this Agreement.

General Provisions

17. Licensee acknowledges that Licensor's obligations under this Agreement are not personal, and Licensor can unconditionally assign, in its own discretion, this Agreement to another corporation or any other entity or natural person. Licensee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Licensee. Accordingly, this Agreement and Licensee's rights and interests hereunder shall not be voluntarily or involuntarily, directly or indirectly, sold, pledged, assigned, transferred, shared, sub-divided, or encumbered in any way in whole or in part, in any matter whatsoever without the prior written approval of the Licensor.

18. The relationship between the parties established by this Agreement is solely that of licensor and licensee. Neither party is in any way the legal representative, partner, employee or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party, without the express prior written consent of the other.

19. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and shall supersede all prior agreements, proposals or understandings between the parties whether written or oral.

20. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by written instrument signed by both parties hereto. This Agreement may be amended from time to time to add new securities benchmarks and service marks that will be licensed by mutual agreement of parties. If the parties agree to licensing additional benchmarks and service marks, Licensor shall provide to Licensee at the address in Section 24 a copy of the amended Exhibit A signed by an authorized representative of Licensor. Licensee shall provide Licensor with acknowledgement and acceptance of the amended Exhibit A within five (5) business days. Nothing in this Section 20 shall be construed to give Licensor the power or authority to force Licensee to accept or agree to any amendment to Exhibit A or any license of additional benchmarks and service marks.

21. Neither the waiver by Licensor of any breach of or default under any of the provisions of this Agreement, nor the failure of Licensor to enforce any of the provisions of this Agreement or to exercise any right hereunder, shall be construed as a waiver of any subsequent breach or default, or as a waiver of any such rights or provision hereunder.

22. If any term or provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each term and provision shall be valid and enforceable to the fullest extent permitted by law.

23. The headings in this Agreement are for convenience only and shall not be construed as part of this Agreement or in any way limiting or amplifying any of the provisions of this Agreement.

24. All notices given pursuant to this Agreement shall be given in writing and shall be given by telegram, facsimile, certified mail or hand delivery to the addresses set forth below or at such other address as a party may from time to time specify in writing:

If to Licensor:                Richard Morris, Esq.
                               Deputy General Counsel
                               WisdomTree Investments, Inc.
                               48 Wall Street, 11th Floor
                               New York, NY 10005
                               Tel.: (212) 918-4968
                               Fax: (212) 918-4581

If to Licensee:                Jonathan Steinberg
                               President
                               WisdomTree Trust
                               48 Wall Street, 11th Floor
                               New York, NY 10005
                               Tel.: (212) 918-4582
                               Fax: (212) 918-4581

                               and

                               Robert J. Borzone, Jr.
                               Kirkpatrick & Lockhart Nicholson Graham LLP
                               599 Lexington Avenue
                               New York, New York 10022-6030
                               Tel: (212) 536-4029
                               Fax: (212) 536-3901

25. The parties acknowledge that this Agreement has been negotiated and prepared in an arms-length transaction and that both Licensor and Licensee have negotiated all the terms contained herein. Accordingly, the parties agree that neither party shall be deemed to have drafted this Agreement and this Agreement shall not be interpreted against either party as the draftsman.

26. This Agreement shall be governed by the substantive laws of the State of New York without regard to the application of conflicts of law principles. The parties each hereby submit to the jurisdiction of the United States District Court in the Southern District of New York and the state courts in the State of New York located in New York City, New York, and waive any claim that each such venue is an inconvenient forum.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

WisdomTree Investments, Inc.                WisdomTree Trust

By: /s/ Jonathan Steinberg                  By: /s/ Jonathan Steinberg
   ------------------------------------        ---------------------------------

Name: Jonathan Steinberg                    Name: Jonathan Steinberg
     ----------------------------------          -------------------------------

Title: Chief Executive Officer              Title: President
      ---------------------------------           ------------------------------

EXHIBIT A

1. Licensed Benchmarks

WisdomTree Total Dividend Index WisdomTree High-Yielding Equity(SM) Index WisdomTree LargeCap Dividend Index WisdomTree Dividend Top 100(SM) Index WisdomTree MidCap Dividend Index WisdomTree SmallCap Dividend Index WisdomTree DIEFA(SM) Index
WisdomTree DIEFA High-Yielding Equity Index WisdomTree Europe Total Dividend Index WisdomTree Europe High-Yielding Equity Index WisdomTree Europe SmallCap Dividend Index WisdomTree Japan Total Dividend Index WisdomTree Japan High-Yielding Equity Index WisdomTree Japan SmallCap Dividend Index WisdomTree Pacific ex-Japan Total Dividend Index WisdomTree Pacific ex-Japan High-Yielding Equity Index WisdomTree International LargeCap Dividend Index WisdomTree International Dividend Top 100(SM) Index WisdomTree International MidCap Dividend Index WisdomTree International SmallCap Dividend Index WisdomTree International Basic Materials Sector Index WisdomTree International Communications Sector Index WisdomTree International Consumer Cyclical Sector Index WisdomTree International Consumer Non-Cyclical Sector Index WisdomTree International Energy Sector Index WisdomTree International Financial Sector Index WisdomTree International Health Care Sector Index WisdomTree International Industrial Sector Index WisdomTree International Technology Sector Index WisdomTree International Utilities Sector Index

2. Licensed Marks

WISDOMTREE
DIVIDEND TOP 100
WISDOMTREE DIEFA
WISDOMTREE DIPR

Dated: June 12, 2006

Ex-99.(h)(4)

SECURITIES LENDING AGENCY CLIENT AGREEMENT

THIS AGREEMENT is made as of the 21st day of March, 2006, by and between the party or parties listed as Clients on Exhibit 1 to this Agreement (each a "Client") and UBS Securities LLC ("UBS"). Capitalized terms not otherwise defined shall have the meanings set forth in Section 13.

Each Client and UBS, intending to be legally bound, agree as follows:

1. Appointment of UBS; Terms of Loans.

(a) (i) Each Client hereby authorizes and appoints UBS, and UBS agrees to act, as Client's agent to effect Loans of Available Securities to Eligible Borrowers and to provide related administrative services to Client, all pursuant to the terms and conditions of this Agreement. During the term of this Agreement, UBS may from time to time, in its sole discretion, contact Eligible Borrowers on behalf of any Client and lend Available Securities belonging to that Client ("Lending Client") to those Eligible Borrowers.

(ii) The initial Eligible Borrowers for each Client are listed on Exhibit 2 hereto. Exhibit 2 may be amended by UBS from time to time, provided, however, that no such amendment adding an Eligible Borrower shall be effective with respect to any Client unless approved by that Client, and provided further, that UBS shall amend Exhibit 2 to delete any Eligible Borrower with respect to any Client promptly following written notice from that Client directing UBS to do so.

(b) Each Loan shall be made pursuant to an agreement ("Borrowing Agreement") substantially in a form attached as Schedule A hereto or in such other form as may be approved by from time to time by Client. The form of the Borrowing Agreement used with respect to a Loan made on behalf of any Client shall not be amended by UBS in any material respect except with the prior written consent of that Client. UBS shall disclose fully to Eligible Borrowers that UBS acts as agent for its clients and not as principal.

(c) Each Loan shall be terminable by UBS on behalf of Lending Client or the Borrower upon notice to the other party. At its sole discretion, UBS may notify any Borrower of the termination of any Loan at any time. UBS will notify the Borrower of the termination of any Loan on the same day that it is directed to terminate the Loan by Lending Client if UBS receives such direction by the Termination Notice Time on a Business Day; if the direction to terminate is received by UBS after the Termination Notice Time, UBS will notify the Borrower of the termination of the Loan on the next Business Day. In the case of notice by UBS, the termination date so established will be no later than: (i) in the case of Loans of Government Securities, the same Business Day as such notice,
(ii) in the case of Foreign Securities, the standard settlement date for trades of the Loaned Securities entered into on the date of such notice in the principal market for such securities, or (iii) in all other cases, the third Business Day following such notice.

2. Authority of UBS with Respect to Loans.

(a) UBS is hereby authorized:

(i) to make, execute, acknowledge and deliver Borrowing Agreements and any and all other documents or agreements of transfer and conveyance and any and all other instruments that may be necessary or appropriate to effect a transfer of Available Securities to Eligible Borrowers pursuant to a Borrowing Agreement or to complete any Loan; and

(ii) to exercise all of the rights of Lending Client under the Borrowing Agreement and to do all acts, whether or not expressly authorized, which it may deem reasonably necessary or proper for the protection of the Collateral held thereunder.

(b) Each Client acknowledges and agrees that:

(i) if Client's Available Securities or Collateral are, or under the terms of this Agreement are required to be, held by its Custodian, Client shall direct its Custodian to take such actions as are necessary or appropriate to enable UBS to perform its obligations hereunder or under any Borrowing Agreement;

(ii) UBS shall have full discretion regarding the selection of the particular Eligible Borrowers to whom Loans of Available Securities may be made and as to the selection of the particular Available Securities loaned pursuant to any Loan;

(iii) there is no assurance that Loans will be made at any time;

(iv) UBS may perform securities lending activities for other clients of UBS, including clients that are, or that are advised or managed by, its Affiliates, and UBS may allocate securities lending opportunities among any or all of its clients using such reasonable methods as UBS may follow from time to time; and

(v) Client waives the right to vote Loaned Securities or to provide any consent or take any similar action with respect to any Loaned Securities. Notwithstanding the foregoing, under the terms of the Borrowing Agreement, Client shall be entitled to receive any payment made in respect of any consent solicitation with respect to its Loaned Securities.

(vi) Should a sale, voluntary corporate action, or cash or non-cash distribution or other action requiring Client selection or modification occur in respect of any Loaned Securities, Client shall provide UBS with timely advice of such notification.

(c) If an installment, call or rights issue becomes payable on, or in respect of any, Loaned Securities, UBS shall use reasonable efforts to ensure that any timely instructions from Lending Client are complied with, but UBS shall not be required to make any payment unless Lending Client has first provided funds to make such payment.

3. Collateral; Responsibilities of UBS and Client.

(a) Under the terms of each Loan, Borrower shall be required to transfer to UBS or to the Client Account, at or before the inception of the Loan, Eligible Collateral having a Market Value (determined as of the close of trading on the preceding Business Day) at least equal to 105% of the Market Value of any Loaned Securities that are Foreign Securities and 102% of all other Loaned Securities (the "Required Collateral Level").

(b) UBS shall determine the Market Value of the Loaned Securities and the Collateral for each Loan on each Business Day. Under the terms of each Loan, if at any time the Market Value of the Eligible Collateral for any Loan decreases to 100% or less of the Market Value of the Loaned Securities, the Borrower shall be required to transfer to UBS or the Client Account, on or before the next Business Day, additional Eligible Collateral sufficient to increase the Market Value of the Eligible Collateral to at least the Required Collateral Level.

(c) (i) If the Collateral Guidelines provide that Collateral for Client is to be held in its Client Account, UBS shall transfer any Collateral received by it with respect to Loans for that Client to its Client Account. If UBS receives such Collateral prior to 3:00 p.m., Eastern time (or, in the case of cash Collateral, 5:00 p.m., Eastern time), such transfer shall be made on the same Business Day that the Collateral is transferred to UBS; if such Collateral received later than that time, such transfer shall be made on the next Business Day.

(ii) If the Collateral Guidelines do not provide that Collateral for Client is to be held in its Client Account, UBS shall remit the net earnings on cash Collateral for such Client to its Client Account on a monthly basis, within 10 Business Days after the end of the month, and shall use its best efforts to credit to such Client Account any loan fees paid by Borrowers to UBS in respect of any Loan on the dates that such fees are received by UBS. In each case, the amount credited to such Clients may be reduced by the amount of any compensation due to UBS pursuant to Section 6.

(d) Unless otherwise agreed by Client and UBS, UBS shall invest, or shall arrange for the investment of, all cash Collateral in accordance with the Collateral Guidelines. All investments of cash Collateral shall be for the account of the Lending Client and shall be solely at the Lending Client's risk. To the extent consistent with the Collateral Guidelines, cash Collateral may be invested in repurchase agreements with UBS or in investment companies or other commingled accounts advised or managed by UBS or its Affiliates, and Client consents to the retention by UBS and its Affiliates of any advisory or other fees paid by such accounts. If UBS arranges for cash Collateral to be invested by an investment manager or adviser (other than UBS but including any advisory Affiliate of UBS) approved by Client, Client will be responsible for any investment management or advisory fees charged by that investment manager or adviser.

(e) UBS shall give appropriate and timely directions to Lending Client or its Custodian with respect to the transfer and re-transfer of any and all Loaned Securities, Collateral maintained in the Client Account and payments, distributions and proceeds thereon or thereof, and if the Collateral is maintained in the Client Account, with respect to the payment of any loan rebates to Borrowers, and each Lending Client will cause its Custodian to timely execute such directions.

(f) In the event of any default by any Borrower in respect of any Loan, UBS shall be responsible for notifying the Lending Client, and UBS shall take any and all actions in accordance with the Borrowing Agreement necessary or appropriate to protect the interest of the Lending Client in respect of the Loan, including without limitation, liquidating or, if the Collateral is maintained in the Client Account, directing Lending Client or its Custodian to liquidate, the Collateral.

(g) Except as provided in paragraph (h), UBS shall arrange for an amount equal to any interest, dividends or other distributions paid on Loaned Securities to be credited to the appropriate Client Account.

(h) Non-cash distributions on Loaned Securities in the nature of stock splits or stock dividends shall be added to the Loan and become Loaned Securities; provided that a Lending Client may, by giving UBS ten (10) Business Days' notice prior to the date of such non-cash distribution, direct UBS to request that the Borrower deliver such non-cash distributions to its Client Account, in which case UBS shall arrange for such non-cash distribution to be credited to that Client Account as soon as practicable.

4. Representations, Warranties and Covenants.

(a) Each Client represents, warrants and covenants as follows:

(i) this Agreement constitutes the legal, valid and binding obligation of Client, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors' rights generally;

(ii) the execution, delivery and performance by Client of this Agreement, execution of each Borrowing Agreement by UBS on behalf of Client, and UBS's entering into Loans under Borrowing Agreements on behalf of Client, have been duly and validly authorized by Client, and Loans made in accordance with the terms hereof will comply with all laws and regulations, including those of securities regulatory and self-regulatory organizations, applicable to Client;

(iii) Client owns, and will own at the time that any Loan is outstanding, all Available Securities free and clear of any lien or encumbrance, and no Available Securities have been, or will at the time of any Loan have been, sold;

(iv) Client has made its own determination as to the tax treatment of any dividends, remuneration or other funds received hereunder;

(v) Client and any party serving as an investment adviser to Client have approved the lending of the Available Securities, have determined that each of the Eligible Borrowers, the Eligible Collateral and the Investment Guidelines (as the same may be amended pursuant to the terms hereof) are appropriate for Loans by Client hereunder and have directed UBS to comply with the same, and have determined that lending the Available Securities in accordance

with the terms hereof is an appropriate activity for Client, consistent with its investment objectives and policies;

(vi) the Available Securities are not "plan assets" within the meaning of ERISA, or if the Available Securities are such plan assets, a Loan of the Available Securities to an Eligible Borrower would not constitute a prohibited transaction for purposes of ERISA; and

(vii) no Loan of the Available Securities will violate any statute, regulation, rule, order, judgment or agreement binding on Client or any of its assets.

(b) UBS represents, warrants and covenants to each Client as follows:

(i) this Agreement constitutes a legal, valid and binding obligation of UBS, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors' rights generally;

(ii) the execution, delivery and performance by UBS of this Agreement and of each Borrowing Agreement, and UBS's entering into Loans under Borrowing Agreements on behalf of Client, have been duly and validly authorized by UBS, and Loans made in accordance with the terms hereof will comply with all laws and regulations relating to the lending of securities and applicable to UBS as lending agent; and

(iii) UBS has the power to execute and deliver this Agreement, to enter into the transactions contemplated hereby and to perform its obligations hereunder, and it has taken all necessary action to authorize such execution, delivery and performance.

(c) Each of the above representations and warranties shall be deemed made and repeated for all purposes at and as of all times when any Loan entered into under the Borrowing Agreement is outstanding.

(d) Each Client and UBS agree that, under the terms of this Agreement, Client and its investment adviser, if any, retain ultimate authority with respect to lending Client's securities and have directed UBS to lend Available Securities in accordance with the terms hereof. Each Client and UBS further agree that UBS is not, and shall not be considered to be, solely by virtue of its role hereunder, an investment adviser for Client.

5. Statements; Records. UBS shall maintain current and accurate records of the Loans as required by applicable regulations and shall provide each Client with monthly statements detailing all deliveries and receipts of Loaned Securities and Collateral, all transactions in the Client Account made at the direction of UBS, all fees received and income earned from the Collateral and Loaned Securities, all fees and other amounts paid to each Borrower or others, and such other information as Client may reasonably request.

6. Compensation of UBS. In consideration of the services to be provided by UBS hereunder, UBS shall be entitled to compensation as set forth in Exhibit 4. UBS is hereby authorized to charge such compensation and reimbursements against and collect the same from

the revenues derived from securities lending activities or to direct the Custodian to pay UBS such compensation and reimbursements on a monthly basis, within 10 business days after the end of each month. The fees paid to UBS hereunder are solely in consideration of securities lending services rendered by it and are in addition to any other fees or compensation to which it may be entitled for services rendered for Client under other agreements.

7. Modification and Termination of Agreement.

(a) This Agreement is a continuing agreement and shall remain in full force and effect until terminated in accordance with this Section. This Agreement may be modified or terminated with respect to any Client at any time upon mutual written agreement of UBS and that Client, expressly referring to this Agreement and indicating an intention to effect such modification or termination. This Agreement also may be terminated at any time by UBS or any Client upon ninety (90) days prior written notice to the other party.

(b) Following any termination of this Agreement but only with respect to the Client or Clients with respect to which such termination is effective, UBS shall:

(i) immediately cease making new Loans;

(ii) terminate, as promptly as possible, any outstanding Loans, but shall continue to administer any such outstanding Loans as necessary to effect their termination, including, without limitation, (A) the return to Borrowers of Collateral on Loans as to which Loaned Securities are returned to UBS or to the Client Account and as to which the Borrower is not in default, and (B) the coordination of the liquidation of Collateral, all in the manner and on the terms permitted under the Borrowing Agreements and deemed necessary or appropriate by UBS; and

(iii) remit and deliver, or arrange for remittance and delivery, to the Client Account all securities, earnings and other items due to each Lending Client.

(c) Regardless of any agreement as to, or the receipt of any notice of, termination and the cessation of lending, this Agreement shall not entirely terminate with respect to any Lending Client until all Loans have been closed, all Collateral liquidated or returned, all deliveries and remittances due the Client have been made, and all final reports required hereunder have been made.

8. Standard of Care; Indemnification.

(a) Subject to the requirements of ERISA with respect to Loans involving "plan assets" within the meaning of ERISA, UBS shall not be liable for any loss or damage suffered or incurred by any Client in connection with any Loan or the administration and operation of UBS's securities lending program, whether or not resulting from any act or omission to act hereunder or otherwise, unless and except to the extent such loss or damage has been determined by a final judgment or order of a court of competent jurisdiction to have arisen out of UBS's own negligence or willful misconduct. Notwithstanding anything in this Agreement to the contrary, UBS shall not be liable to any Client for any consequential, special or indirect losses or damages which the Client may incur

or suffer by or as a consequence of UBS's performance of, or failure to perform, the services to be provided hereunder, whether or not the likelihood of such losses or damages was known by UBS, nor shall UBS be liable for any losses or damages resulting from UBS's having complied with the Investment Guidelines or with any other directions from, or requirements of, the Client.

(b) UBS shall not be liable to any Client for any investment losses with respect to cash Collateral. Each Client authorizes UBS to charge the Client Account for any amounts payable by such Client pursuant to this Section 8(b).

(c) Client shall indemnify UBS and hold it harmless from and against any and all liability, loss, damages and claims, including attorneys' fees and all other expenses reasonably incurred in its defense, to which UBS shall be subjected by reason of its actions, or failure to act, in either case taken in good faith pursuant to this Agreement, except that this indemnity shall not apply: (i) to the extent that a court of competent jurisdiction in a final judgment or order determines that UBS's actions or failure to act resulted from UBS's negligence or willful misconduct; or (ii) if Available Securities are "plan assets" within the meaning of ERISA, but only to the extent that UBS acts as a fiduciary with respect to such plan assets, to a breach of fiduciary duty by UBS under ERISA.

9. Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York without giving effect to the conflict of laws principles thereof.

10. Miscellaneous.

(a) If Exhibit 1 specifies that a party identified thereon as a Client is acting on behalf of one or more of its portfolios, series, sub-trusts or sub-accounts (each, a "portfolio") that are also identified on Exhibit 1, each such portfolio shall be deemed to be a Client for all purposes under this Agreement.

(b) Notwithstanding any other provision of this Agreement, the parties agree that, if more than one Client (including any portfolio) is identified on Exhibit 1:

(i) the relationships and agreements set forth in this Agreement between each Client and UBS shall be several, separate and distinct from those between any other Client and UBS, to the same effect as if that Client had executed a separate agreement in the form hereof with UBS; and

(ii) the assets and liabilities of each Client are separate and distinct from the assets and liabilities of each other Client, and no Client shall be liable or shall be charged for any debt, obligation or liability of any other Client under this Agreement.

(c) With respect to each Client that is a business trust, notice is hereby given that this instrument is executed on behalf of the trustees of Client as trustees and not individually and that the obligations of this instrument are not binding upon any of the trustees or shareholders of Client individually but are binding solely upon the assets and property of Client.

(d) In the event any provision of this Agreement shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had never been contained herein.

(e) This Agreement (including the exhibits and schedules attached hereto) constitutes the entire agreement between the parties and supersedes any prior agreements between the parties with respect to the subject matter hereof. This Agreement shall not be assigned by either party without the prior written consent of the other party.

11. Notices. All notices, reports and statements shall be mailed, sent by express delivery service, or facsimile transmitted to the parties at the following addresses and facsimile telephone numbers and shall be effective upon receipt thereof:

To UBS:

Address:

                  UBS Securities LLC
                  One International Place
                  Boston, Massachusetts 02110
                  Attention: Global Portfolio Lending

Fax:              (617) 757-4938

To Client:

Address:          WisdomTree Trust
                  c/o WisdomTree Investments, Inc.
                  48 Wall Street
                  New York, NY 10005
                  Attention: Michael Jackson
Fax:              (212) 918-4581

12. SECURITIES INVESTORS PROTECTION ACT OF 1970 NOTICE.

EACH CLIENT IS HEREBY ADVISED AND ACKNOWLEDGES THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT CLIENT WITH RESPECT TO THE LOAN OF SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO CLIENT MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATION IN THE EVENT THE BORROWER FAILS TO RETURN THE SECURITIES.

13. Definitions. For the purposes hereof:

(a) "Affiliate" shall mean any entity which controls, is controlled by, or is under common control with another entity.

(b) "Available Securities" shall mean with respect to any Client and on any date, those securities held or maintained in its Client Account, other than those securities that Client has designated by written notice to UBS as not being available for Loans.

(c) "Borrower" shall mean, with respect to any Loan, the party that is a borrower under a Borrowing Agreement.

(d) "Borrowing Agreement" shall have the meaning set forth in Section 1.

(e) "Business Day" shall mean any day other than a day on which the New York Stock Exchange, Inc. is closed for trading; provided, however, that for purposes of the notice required to terminate any Loan, "Business Day" shall have the meaning established under the related Borrowing Agreement.

(f) "Client Account" shall mean, with respect to any Client, the account specified in Exhibit 3.

(g) "Collateral" shall mean all securities and other items of property pledged as collateral for a Loan.

(h) "Collateral Guidelines" shall mean, with respect to any Client, the guidelines for Eligible Collateral and for the investment of cash Collateral set forth in Exhibit 5.

(i) "Custodian" shall mean, with respect to any Client, the entity identified as such in Exhibit 3.

(j) "Eligible Borrower" shall mean, with respect to any Client and on any date, any entity to which Available Securities may be loaned on behalf of that Client, as listed in Exhibit 2, as the same may be amended from time to time by UBS.

(k) "Eligible Collateral" shall mean, with respect to any Lending Client and subject to such limitations as are specified in the Collateral Guidelines, Collateral consisting of (i) cash, (ii) Government Securities; (iii) Letters of Credit; and (iv) such other securities, instruments or investment property specified in the Collateral Guidelines.

(l) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as the same may now or hereafter be amended.

(m) "Foreign Securities" shall mean securities that are denominated in a currency other than United States dollars and that are principally cleared and settled outside of the United States.

(n) "Government Securities" shall mean government securities as defined in
Section 3(a)(42)(A)-(C) of the Securities Exchange Act of 1934, as amended.

(o) "Lending Client" shall have the meaning set forth in Section 1.

(p) "Letter of Credit" shall mean an irrevocable, unconditional, stand-by letter of credit, in form and substance satisfactory to the Lending Client, issued by a bank (not affiliated with the Borrower under the related Loan) listed in the Collateral Guidelines.

(q) "Loan" shall mean a loan of Available Securities pursuant to this Agreement.

(r) "Loaned Securities" shall mean, with respect to any Loan, the securities loaned by UBS on behalf of a Lending Client.

(s) "Market Value" shall have the meaning assigned in the applicable Borrowing Agreement.

(t) "Required Collateral Level" shall have the meaning set forth in
Section 3(a).

(u) "Termination Notice Time" shall mean: (i) with respect to a direction by Client to UBS to terminate a Loan of Foreign or Government Securities, 9:45
a.m., Eastern time, on a Business Day; and (ii) with respect to a direction by Client to UBS to terminate any other Loan, 10:00 a.m., Eastern time, on a Business Day.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereto duly authorized effective as of the day and year first above written.

UBS SECURITIES LLC

BY: /s/ Denise E Karabots
   ----------------------------------------

NAME: Denise E. Karabots

TITLE: Executive Director

BY: /s/ John K. Powell
   ----------------------------------------

NAME: John K. Powell

TITLE: Executive Director

WISDOMTREE TRUST, on behalf of each Client listed on Exhibit 1

BY: /s/ Jonathan Steinberg
   ----------------------------------------

NAME: Jonathan Steinberg

TITLE: President

EXHIBIT 1

EXHIBIT 1

WisdomTree Europe Total Dividend Fund
WisdomTree Europe High-Yielding Equity Fund WisdomTree Europe SmallCap Dividend Fund WisdomTree Japan Total Dividend Fund
WisdomTree Japan High-Yielding Equity Fund WisdomTree Japan SmallCap Dividend Fund
WisdomTree Pacific ex-Japan Total Dividend Fund WisdomTree Pacific ex-Japan High-Yielding Equity Fund WisdomTree International LargeCap Dividend Fund WisdomTree International Dividend Top 100(SM) Fund WisdomTree International MidCap Dividend Fund WisdomTree International SmallCap Dividend Fund WisdomTree International Basic Materials Sector Fund WisdomTree International Communications Sector Fund WisdomTree International Consumer Cyclical Sector Fund WisdomTree International Consumer Non-Cyclical Sector Fund WisdomTree International Energy Sector Fund WisdomTree International Financial Sector Fund WisdomTree International Health Care Sector Fund WisdomTree International Industrial Sector Fund WisdomTree International Technology Sector Fund WisdomTree International Utilities Sector Fund

Dated: June 12, 2006

EXHIBIT 2

(ELIGIBLE BORROWERS)

Abbey National Securities Inc.

ABN AMRO Incorporated

BNP Paribas Securities Corp.

Banc of America Securities LLC

Barclays Capital Inc.

Bear Stearns Securities Corp.

Bear, Stearns & Co.

Citigroup Global Markets Inc.

Credit Suisse First Boston Corporation

Deutsche Bank Securities Inc.

Dresdner Securities (U.S.) Inc.

First Clearing, LLC

Fortis Securities LLC

Goldman, Sachs & Company

HSBC Securities (USA) Inc.

ING Financial Markets LLC

J.P. Morgan Securities Inc.

Lehman Brothers Inc.

Merrill Lynch Government Securities Inc.

Merrill Lynch Pierce Fenner & Smith, Inc.

Mizuho Securities USA Inc.

Morgan Stanley & Co. Inc.

MS Securities Services, Inc.

National Financial Services LLC

Nomura Securities International, Inc.

Pershing LLC

SG Cowen Securities Corporation

UBS Securities LLC

EXHIBIT 3

(CLIENT ACCOUNT AND CUSTODIAN INFORMATION)

The following are the Client Accounts and, where applicable, the Custodians for each Client:

Client Account

WisdomTree Total Dividend Fund
WisdomTree High-Yielding Equity(SM) Fund WisdomTree LargeCap Dividend Fund
WisdomTree Dividend Top 100(SM) Fund
WisdomTree MidCap Dividend Fund
WisdomTree SmallCap Dividend Fund
WisdomTree DIEFA(SM) Fund
WisdomTree DIEFA High-Yielding Equity Fund WisdomTree Europe Total Dividend Fund
WisdomTree Europe High-Yielding Equity Fund WisdomTree Europe SmallCap Dividend Fund WisdomTree Japan Total Dividend Fund
WisdomTree Japan High-Yielding Equity Fund WisdomTree Japan SmallCap Dividend Fund
WisdomTree Pacific ex-Japan Total Dividend Fund WisdomTree Pacific ex-Japan High-Yielding Equity Fund WisdomTree International LargeCap Dividend Fund WisdomTree International Dividend Top 100(SM) Fund WisdomTree International MidCap Dividend Fund WisdomTree International SmallCap Dividend Fund WisdomTree International Basic Materials Sector Fund WisdomTree International Communications Sector Fund WisdomTree International Consumer Cyclical Sector Fund WisdomTree International Consumer Non-Cyclical Sector Fund WisdomTree International Energy Sector Fund WisdomTree International Financial Sector Fund WisdomTree International Health Care Sector Fund WisdomTree International Industrial Sector Fund WisdomTree International Technology Sector Fund WisdomTree International Utilities Sector Fund

The Bank of New York is the Custodian for each Client.

Dated: June 12, 2006

EXHIBIT 4

(COMPENSATION SCHEDULE)

UBS Fee: of the Spread (if cash Collateral) or of the Fee Paid By Borrower

(if non-cash Collateral)

Spread

                                                                   Income
                 Days     Income on                         UBS      to
 Loan Size       Open    Investment*    Rebate    Spread    Fee    Client
 ---------       ----    -----------    ------    ------    ---    ------

* Formula: Loan Value x Annual Investment Rate x # Days Open

                                              Income
                Days    Fee Paid by    UBS      to
Loan Size       Open    Borrower**     Fee    Client
---------       ----    -----------    ---    ------

** Computation: Loan Value x Annual Fee Rate x # Days Open

In addition, each Client will reimburse UBS for all clearing corporation, transit or other transactional costs and expenses incurred by UBS and agreed to by Client in connection with the transfer or re-transfer of Loaned Securities or Collateral to or from the Client Account.

EXHIBIT 5

(COLLATERAL GUIDELINES)

1. For each Lending Client, Collateral shall be held (check appropriate box):

|_| by UBS for the account of Lending Client;

|X| in the Client Account.

2. For each Client, Eligible Collateral shall include:

A. Cash in the following currencies:

                                             Yes                 No
                                             ---                 --

(i)     U.S. Dollars                         |X|                 |_|

(ii)    Other: __________                    |_|                 |X|

B. Government Securities |X| |_|

(Securities issued, guaranteed or sponsored by the U.S. Government, Government Agency or Instrumentality)

3. For each Client, cash Collateral may be invested in as follows:

Certificates of Deposits
Commercial Paper - A1/P1 Top Tier Money Market Mutual Funds - AAA Rated Private Placement Liquidity Funds - AAA Rated Repurchase/ Reverse Repurchase Agreements Time Deposits
UBS Private Money Market Fund LLC U.S. Treasuries & Agencies

All securities must have a credit rating of "A1," "P1" or its equivalent as rated by any nationally recognized statistical rating organizations ("NRSRO's") from which it receives a rating.

SCHEDULE A
(FORM OF BORROWING AGREEMENT)

CHIEF COMPLIANCE OFFICER SERVICES
AGREEMENT (this "Agreement) dated April
26, 2006 between WISDOMTREE TRUST (the
"Trust"), and ALPS MUTUAL FUNDS
SERVICES, INC. ("ALPS"), a Colorado
corporation. The "Effective Date"
of this Agreement is April 26, 2006

In an effort to ensure that the Trust is in compliance with Rule 38a-1 (the "Rule") under the Investment Company Act of 1940, as amended (the "1940 Act"), ALPS has agreed to render services to the Trust on behalf of each portfolio series of the Trust (each such series, a "Fund") as listed on Exhibit C hereto, which may be updated from time to time, by entering into a formal agreement with respect thereto effective from and after the Effective Date.

ACCORDINGLY, in consideration of the foregoing premises and the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trust and ALPS hereby agree as set forth below.

SECTION 1. Term of Agreement.

The Trust hereby retains ALPS, on behalf of each Fund, for a period beginning on the Effective Date and ending April 30, 2009 subject to early termination as provided in Sections 8 and 9 (the "Term"). This Agreement may be renewed for additional one-year periods beyond the Term by mutual agreement, subject to the annual approval of the Board of the Trust, including approval by a majority of the trustees of the Trust who are not interested persons of the Trust as defined under Section 2(a)(19) of the 1940 Act ("Independent Trustees").

SECTION 2. Duties.

(a) ALPS shall designate, subject to the Trust's approval, one of its own employees to serve as Chief Compliance Officer of the Trust and each Fund of the Trust within the meaning of the Rule (such individual, the "CCO"). The CCO shall render to the Trust such advice and services ("Services") as are required to be performed by a CCO under the Rule and as are set forth on Exhibit A hereto, as such exhibit may be modified from time to time by written agreement of the parties hereto. Exhibit A is hereby incorporated into and made a part of this Agreement. The Trust acknowledges that other employees of ALPS will assist the CCO in the performance of his duties hereunder. Mr. Bradley Swenson will lead the engagement and will have overall supervisory responsibility for the ongoing obligations hereunder. A brief biography for Mr. Swenson is attached as Exhibit B hereto.

(b) During the Term, the CCO shall report to such individuals as may be designated from time to time by the Board of the Trust, subject to the provisions of Exhibit A.

(c) The parties agree that only employees of ALPS shall act as CCO or otherwise perform services to the Trust under this Agreement unless otherwise agreed in writing by the

Trust. Notwithstanding his other duties for ALPS or any other investment company, the CCO shall perform the Services in a professional manner and shall devote appropriate time, energies and skill to the Services.

(d) The Trust acknowledges that the CCO may act as Chief Compliance Officer within the meaning of the Rule for other investment companies, and nothing herein shall be construed to prohibit the CCO from acting in such capacity; provided, however, that during the Term neither ALPS nor the CCO shall enter into any agreement, arrangement or understanding which would conflict with this Agreement or prevent ALPS or the CCO from performing its or his obligations hereunder.

(e) The Trust shall cooperate in good faith with ALPS and the CCO in order to assist in the performance of the Services. In furtherance of this agreement to cooperate, the Trust shall make those of its and its Affiliates' officers, employees and outside counsel available for consultation with ALPS and the CCO and shall communicate with the board of trustees of the Trust (the "Board") and the service providers(1) of the Trust (for purposes of this Agreement, the Board and such other service providers collectively, the "Service Providers") in each case as ALPS or the CCO may reasonably request. The Trust shall provide ALPS and the CCO with the names of appropriate contact people at the Service Providers and shall make introductions and otherwise assist ALPS and the CCO in obtaining the cooperation of the Service Providers. The Trust shall provide ALPS and the CCO with such books and records regarding the Trust as ALPS and the CCO may reasonably request.

SECTION 3. Fee.

(a) As compensation for the timely and satisfactory performance of the Services on behalf of up to 38 Funds of the Trust with the same Service Providers and investment strategy as the Funds, the Trust shall pay to ALPS, or shall cause the Trust to pay to ALPS, an annual fee of: $250,00 for the first 12 month period (such period shall commence on the Effective Date); $200,000 for the second 12 month period; and $200,000 for the third 12 month period; each paid 1/12 on a monthly basis (or a pro rata portion thereof for a partial month) (the "Fee"). For each additional Fund added to the Trust in excess of 38 Funds, an additional fee of $1,000 per year per such additional Fund (with an appropriate proration of such $1,000 in the first year that such additional Fund is added to the Trust, on the basis of the number of days that the Fund is in existence during such first year) shall be added to the annual fee set forth in the preceding sentence. The Fee shall be payable by the Trust within 30 days of its receipt of an invoice from ALPS, which invoices shall include amounts for any expenses reimbursable under Section 4 hereof.

(b) The CCO shall not receive and shall not make any claim under this Agreement or otherwise against the Trust for compensation, workers' compensation, unemployment insurance compensation, or life insurance, social security benefits, disability insurance benefits or any other benefits. ALPS is solely responsible for any such compensation or benefits to be paid to the CCO, and ALPS shall withhold on behalf of the CCO the required sums for income tax, unemployment insurance or social security pursuant to any law or requirement of any government agency including, without limitation, unemployment tax, federal, state or foreign income tax, federal social security (FICA) payments and disability insurance taxes. ALPS and the CCO shall make such tax payments as may be required by applicable law and shall indemnify and hold the Trust harmless from any liability that the Trust may incur as a consequence of ALPS's or the CCO's failure to make any such tax payment(s).

(c) ALPS and the CCO shall perform the services hereunder as independent contractors and not as employees of the Trust, although the CCO shall be an employee of ALPS. As independent contractors, neither ALPS nor the CCO is, and neither shall represent itself or himself to third parties as being, the agent or representative of the Trust, except as specifically set forth herein. Neither ALPS nor the CCO have, and shall not represent itself or himself to third parties as having, actual or apparent power or authority to do or take any action for or on behalf of the Trust, as its agent, representative or otherwise, except as specifically set forth herein.

SECTION 4. Reimbursement of Expenses.

During the Term, the Trust shall reimburse ALPS for all reasonable and customary travel and lodging expenses and other out-of-pocket disbursements incurred by ALPS for or on behalf of the Trust in connection with the performance of ALPS's or the CCO's duties hereunder; provided that ALPS provides the Trust with appropriate receipts and other reasonable documentation as the Trust may request; and further provided that the Trust is not obligated to reimburse ALPS for any portion of such expenses or disbursements that the Trust deems to be unreasonable or excessive.

SECTION 5. Disclosure of Information.

(a) From and after the date hereof, neither ALPS nor the CCO shall use or disclose to any Person, except as required in connection with the performance of the Services and in compliance with the terms of this Agreement and as required by law, regulation or judicial process, any Confidential Information (as defined in Section 5(b)), for any reason or purpose whatsoever, nor shall ALPS or the CCO make use of any Confidential Information for ALPS's or the CCO's purposes or for the benefit of any Person except the Trust or the Trust's Affiliates. ALPS shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. For purposes of this Agreement, an "Affiliate" is an individual or entity (collectively, "Person") controlling or controlled by or under common control with the Trust.

(b) For purposes of this Agreement, "Confidential Information" means (i) the non-public intellectual property rights of WisdomTree Investments, Inc., WisdomTree Asset Management, Inc., the Board, the Trust and the Trust's Affiliates and (ii) all other information of a proprietary or confidential nature in whatever form relating to the Board, the Trust or the Trust's Affiliates, or the business or assets of the Trust or the Trust's Affiliates, including, without limitation, investment advisory contracts, portfolio holdings, insider trading policies and procedures, best execution evaluations, compliance manuals, books, records, customer and registered user lists, vendor lists, supplier lists, customer agreements, vendor agreements, supplier agreements, incentive and commission program information, distribution channels, pricing information, cost information, business and marketing plans, strategies, forecasts, financial statements, budgets and projections, technology, and all information related to the quantitative securities benchmarks, along with associated service marks, together with any applications or registrations now or hereinafter issued on said service marks, on which each Fund's investment strategy is based. Confidential Information does not include (i) information in the public domain not as a result of a breach by ALPS or the CCO of this Agreement, (ii) information lawfully received by ALPS or the CCO from a third Person who had the right to disclose such information, and (iii) information developed by ALPS's or the CCO's own independent knowledge, skill and know-how.

(c) ALPS and the CCO agree to promptly notify the Trust of any request for records or any subpoena by any governmental agency or third party. In the event that ALPS or the CCO is requested by legal process to disclose Confidential Information, ALPS shall notify the Trust thereof and shall cooperate with the Trust and the Board, as appropriate, at the expense of the Trust or the Board, as appropriate, in any action that such entity may desire to take to protect its Confidential Information.

SECTION 6. Assignment of Written Materials.

During the Term, ALPS and the CCO shall promptly disclose, and hereby grant and assign to the Trust for its sole use and benefit, any and all technical information, data, procedures, records, suggestions and other materials, insofar as they are reduced to writing, including without limitation the Written Compliance Program of the Trust (as that term is defined in Exhibit
A), that are reasonably related to the Trust (collectively, the "Materials") which ALPS or the CCO may develop or acquire during the Term (whether or not during usual working hours), together with all copyrights and reissues thereof that may at any time be granted for or with respect to the Materials. For the avoidance of doubt, the Materials shall include all records referred to in Exhibit A. The Materials shall constitute Confidential Information within the meaning of Section 5.

SECTION 7. Delivery of Materials Upon Termination of Term.

ALPS shall promptly deliver to the Trust at the termination of the Term, or at any time upon the Trust's request, the Materials and all memoranda, notes, plans, records, reports, software and other documents and data (and copies thereof existing in any media) relating to the Confidential Information, inventions or the business of the Trust or any of its Affiliates that it or the CCO may then possess or have under its or his control regardless of the location or form of

such material and, if requested by the Trust, will provide the Trust with written confirmation that all such materials have been delivered to the Trust.

SECTION 8. Termination.

(a) The Trust shall have the right to terminate this Agreement, without the payment of any penalty, as to each Fund immediately in the event of:

(i) a vote of the Board, including a majority of the Independent Trustees, upon ninety (90) days' prior written notice to ALPS; provided however, that no prior notice is required if termination is for Cause (defined below). For purposes of this Agreement, "Cause" shall be defined as: (aa) willful misfeasance, bad faith or negligence in connection with the performance of the duties by the CCO under this Agreement, (bb) failure of the CCO to perform his duties under this Agreement, after written notice and a thirty (30) day period to cure, (cc) the CCO's indictment for, conviction of, or entry of a plea of no contest with respect to, any felony or (dd) the determination by the Board, including a majority of the Independent Trustees, in its sole discretion, that it has lost confidence in the CCO's effectiveness as the CCO of the Trust. ALPS agrees that it will report to the Trust's officers or the Board promptly if ALPS learns that the CCO has engaged in any conduct or been subject to any of the actions described in clauses (aa) through (cc) above;

(ii) the deregistration of the Trust under the 1940 Act;

(iii) a change in the 1940 Act, the Rule or other applicable law or regulation, or the interpretation of any of the foregoing by the Securities and Exchange Commission or other regulatory or judicial authority with appropriate jurisdiction, that results in the arrangement created by this Agreement no longer satisfying the Trust's or the Trust's obligations under the Rule;

(iv) subject to the provisions of Section 2(d), any failure of ALPS to employ a CCO for the Trust acceptable to the Trust;

(v) any assignment of this Agreement. An internal corporate reorganization of any party (which does not result in a change in the nature, scope and quality of services provided hereunder) shall not, by itself, constitute an assignment of this Agreement.

In the event of the termination or dissolution of a particular Fund, this Agreement shall be terminated as to that Fund and shall continue with respect to the non-terminating or non-dissolving Funds.

(b) ALPS shall have the right to terminate this Agreement, without the payment of any penalty, as to each Fund immediately in the event of:

(i) a failure by the Trust to meet its obligations hereunder or a breach of the Trust's representations and warranties hereunder, if such failure or breach goes uncured for a period of 30 days after the Trust receives written notice of such failure from ALPS;

(ii) the termination or dissolution of the Fund, or the deregistration of the Trust under the 1940 Act; or

(iii) a change in the 1940 Act, the Rule or other applicable law or regulation, or the interpretation of any of the foregoing by the Securities and Exchange Commission or other regulatory or judicial authority with appropriate jurisdiction, that results in the arrangement created by this Agreement being deemed impermissible.

(c) Upon termination of this Agreement, the Trust shall have no further liability to ALPS with respect to ALPS's fees or expenses under this Agreement, except payment of the Fee accrued but unpaid as of the date of termination paid in a lump sum within 60 days of termination.

(d) Upon termination of this Agreement, ALPS and the CCO each agrees that it will cooperate in the smooth transition of Services and to minimize disruption to the Trust. All payments and expense reimbursements in connection with the termination of this Agreement are subject to the execution of a waiver and release of all known and unknown compensating and reimbursement claims against the Trust by ALPS and the CCO. Any liability to ALPS or the CCO with respect to any regulatory action or litigation pertaining to services rendered by ALPS or the CCO under this Agreement, will survive the termination of this Agreement.

SECTION 9. BOARD ACTION UNDER RULE 38a-1

(a) If the Board dismisses the CCO, this Agreement will either end immediately, or, at the sole discretion of the Board of the Trust, ALPS may present another CCO candidate for Board consideration and approval to continue the Services under this Agreement.

(b) If ALPS wishes to dismiss the CCO under the terms of ALPS's contract with the CCO, then ALPS will make its case to the Board of the Trust before taking such action. Under such circumstances ALPS may, at its own discretion, offer to present another CCO candidate to the Board that would be employed by ALPS, provided however, that the Board of the Trust is not obligated to approve such other proposed CCO candidate to serve as CCO of the Trust and each Fund of the Trust. If the Board (including a majority of the Independent Trustees) approves the new CCO, this Agreement will continue in effect, as amended to reflect the new CCO. If the Board chooses to engage its own CCO as a result of ALPS dismissing the CCO under this Agreement, this Agreement will terminate.

(c) ALPS warrants that it shall not retaliate against the CCO should the CCO either (i) inform the Board of a compliance failure or (ii) take aggressive action to ensure compliance with the Federal Securities Laws by the Trust, a Fund or a Service Provider.

(d) If the Board decides to increase the CCO's compensation or provide a bonus to the CCO, then either the fees paid to ALPS by the Trust will increase proportionately or the Trust will separately compensate the CCO for any amounts it deems due to the CCO above the amounts due to ALPS under this Agreement.

(e) If the CCO voluntarily resigns, at the discretion of both parties, ALPS may present an alternative CCO candidate for Board consideration and approval to continue the

Services under this Agreement. If the Board chooses to terminate this Agreement with ALPS as a result of such voluntary resignation by the CCO, ALPS will make every effort to assist the Board in a smooth transition during this period.

SECTION 10. Representations and Warranties.

(a) ALPS hereby represents and warrants to the Trust and the Trust that
(a) the execution, delivery and performance of this Agreement by ALPS does not breach, violate or cause a default under any agreement, contract or instrument to which ALPS is a party or any judgment, order or decree to which ALPS is subject; (b) the execution, delivery and performance of this Agreement by ALPS has been duly authorized and approved by all necessary action; and (c) upon the execution and delivery of this Agreement by ALPS and the Trust, this Agreement will be a valid and binding obligation of ALPS.

(b) The Trust hereby represents and warrants to ALPS that (a) the execution, delivery and performance of this Agreement by the Trust does not breach, violate or cause a default under any agreement, contract or instrument to which the Trust is a party or any judgment, order or decree to which the Trust is subject; (b) the execution, delivery and performance of this Agreement by the Trust has been duly authorized and approved by all necessary action; and
(c) upon the execution and delivery of this Agreement by ALPS and the Trust, this Agreement will be a valid and binding obligation of the Trust.

SECTION 11. Entire Agreement; Amendment and Waiver.

This Agreement and the other writings referred to herein contain the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersede any prior agreement between ALPS and the Trust. No waiver, amendment or modification of this Agreement shall be valid unless it is in writing and signed by each party hereto. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party.

SECTION 12. Notices.

All notices or other communications pursuant to this Agreement shall be in writing and shall be deemed to be sufficient if delivered personally, telecopied, sent by nationally-recognized, overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to the Trust, to:

Jonathan Steinberg, President WisdomTree Trust
48 Wall Street, 11th Floor
New York, New York 10005
Telephone: (212) 918-4582
Facsimile: (212) 918-4581

with a copy to

Robert J. Borzone, Jr.
Kirkpatrick & Lockhart Nicholson Graham LLP 599 Lexington Avenue
New York, New York 10022-6030 Telephone: (212) 536-4029
Facsimile: (212) 536-3901

(b) if to ALPS, to:

ALPS Mutual Fund Services, Inc. 1625 Broadway, Suite 2200
Denver, Colorado 80202
Attn: General Counsel
Facsimile: (303) 623-7850
Telephone: (303) 623-2577

All such notices and other communications shall be deemed to have been given and received (a) in the case of personal delivery or delivery by facsimile, on the date of such delivery if delivered during business hours on a business day or, if not so delivered, on the next following business day, (b) in the case of delivery by nationally-recognized, overnight courier, on the business day following dispatch, and (c) in the case of mailing, on the third business day following such mailing.

SECTION 13. Headings.

The section headings in this Agreement are for convenience only and shall not control or affect the meaning of any provision of this Agreement.

SECTION 14. Severability.

In the event that any provision of this Agreement is determined to be partially or wholly invalid, illegal or unenforceable in any jurisdiction, then such provision shall, as to such jurisdiction, be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or if such provision cannot be modified or restricted, then such provision shall, as to such jurisdiction, be deemed to be excised from this Agreement; provided, however, that the binding effect and enforceability of the remaining provisions of this Agreement, to the extent the economic benefits conferred upon the parties by virtue of this Agreement remain substantially unimpaired, shall not be affected or impaired in any manner, and any such invalidity, illegality or unenforceability with respect to such provisions shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 15. Remedies.

(a) Each of the parties hereto acknowledges and understands that certain provisions of this Agreement are of a special and unique nature, the loss of which cannot be adequately compensated for in damages by an action at law, and thus, the breach or threatened breach of the

provisions of this Agreement would cause the non-breaching party irreparable harm. Each of the parties hereto further acknowledges that, in the event of a breach of any of the covenants contained in this Agreement, the non-breaching party shall be entitled to immediate relief enjoining such violations in any court or before any judicial body having jurisdiction over such a claim. All remedies hereunder are cumulative, are in addition to any other remedies provided for by law or in equity and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy.

(b) ALPS shall indemnify and hold the Trust and each applicable Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees, payments, expenses and liability arising out of or attributable to any refusal or failure to comply with the terms of this Agreement by ALPS or the CCO, or which arise out of a lack of good faith, negligence or willful misconduct by ALPS or the CCO with respect to the performance by ALPS or the CCO under or in connection with this Agreement or by reason of the reckless disregard by ALPS or the CCO of its or his obligations and duties under this Agreement.

SECTION 16. Limitation of Liability.

The Declaration of Trust establishing the Trust provides that the Trustees shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(b) of the Delaware Business Trust Act, as amended (the "DBTA"). It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust and under Section 3803 of the DBTA. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust and under Section 3803 of the DBTA. ALPS understands that the rights and obligations of each Fund of the Trust under the Declaration of Trust are separate and distinct from those of any and all other series.

SECTION 17. Distinction of Funds.

Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.

SECTION 18. Benefits of Agreement; Assignment.

The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, representatives, heirs and estate, as applicable. This Agreement shall not be assignable by ALPS without the express written consent of the Trust. Any purported assignment in violation of the immediately preceding sentence shall be void and of no effect.

SECTION 19. Survival.

Anything to the contrary contained in this Agreement notwithstanding, the provisions of Sections 5 through 7, and 15 through 17 of this Agreement shall survive the termination of the Term.

SECTION 20. Counterparts and Facsimile Execution.

This Agreement may be executed in two counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by facsimile or otherwise) to the other party, it being understood that all parties need not sign the same counterpart. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by the party delivering it.

SECTION 21. Governing Law; Mutual Waiver of Jury Trial; Jurisdiction.

(a) All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the law of the State of New York will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law of conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

(b) THE PARTIES IRREVOCABLY AND UNCONDITIONALLY AGREE THAT THE EXCLUSIVE PLACE OF JURISDICTION FOR ANY ACTION, SUIT OR PROCEEDING ("ACTIONS") RELATING TO THIS AGREEMENT SHALL BE IN THE COURTS OF THE UNITED STATES OF AMERICA SITTING IN THE CITY OF NEW YORK, NEW YORK OR, IF SUCH COURTS SHALL NOT HAVE JURISDICTION OVER THE SUBJECT MATTER THEREOF, IN THE COURTS OF THE STATE OF NEW YORK SITTING THEREIN, AND EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR PURPOSES OF ANY SUCH ACTIONS. IF ANY SUCH STATE COURT ALSO DOES NOT HAVE JURISDICTION OVER THE SUBJECT MATTER THEREOF, THEN SUCH AN ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATES OF THE PRINCIPAL PLACE OF BUSINESS OF ANY PARTY HERETO. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION IT MAY HAVE TO THE VENUE OF ANY ACTION BROUGHT IN SUCH COURTS OR TO THE CONVENIENCE OF THE FORUM. FINAL JUDGMENT IN ANY SUCH ACTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT OF ANY INDEBTEDNESS OR LIABILITY OF ANY PARTY THEREIN DESCRIBED.

SECTION 22. Mutual Contribution.

The parties to this Agreement and their counsel have mutually contributed to its drafting. Consequently, no provision of this Agreement shall be construed against any party on the ground that a party drafted the provision or caused it to be drafted.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, each of the undersigned has executed this Chief Compliance Officer Services Agreement as of the date first above written.

WISDOMTREE TRUST

By: /s/ Jonathan Steinberg
    -------------------------
    Name:  Jonathan Steinberg
    Title: President

ALPS MUTUAL FUNDS SERVICES, INC.

By: /s/ Thomas A. Carter
    ------------------------------
    Name:  Thomas A. Carter
    Title: Chief Financial Officer

Exhibit A

Duties of Chief Compliance Officer

The Services shall include, but not be limited to, the following. Terms used in this Exhibit A shall have the meanings assigned thereto in the Chief Compliance Officer Services Agreement to which this Exhibit A is attached.

I. Drafting of Compliance Program. No later than January 31, 2006, the CCO shall, with the assistance of the Trust, draft written compliance policies and procedures (the "Compliance Program") of the Trust, which shall address compliance with, and be reasonably designed to prevent violation of, "Federal Securities Laws."(2) In addition to provisions of Federal Securities Laws that apply to the Trust, the Compliance Program shall address compliance with, and be reasonably designed to prevent violation of, the Trust's charter and by-laws and all exemptive orders, no-action letters and other regulatory relief received by the Trust from the Securities and Exchange Commission (the "SEC") and NASD, Inc. (the "NASD") (all such items collectively, "Regulatory Relief"); provided, however, that the Compliance Program shall address only that Regulatory Relief afforded the Service Providers or the Trust or relevant to compliance by the Service Providers or the Trust, and shall not address the terms by which other parties may receive the benefits of any Regulatory Relief. In drafting the Compliance Program, the CCO shall engage in the following activities:

A. Evaluation of Internal Control Structure.

1. Conduct interviews with certain employees throughout the business lines of the Trust that are responsible for the day-to-day operations of the Trust in relation to compliance by the Trust and its Service Providers (defined below) with the Federal Securities Laws.

2. Assess from such interviews the operational risks and compliance with stated policies and procedures of the Trust and its Service Providers.

3. Review internal audit and other reports maintained by the Trust, and to the extent practicable, its Service Providers, related to compliance with the Federal Securities Laws.

4. Review any written policies and procedures to assess the adequacy of such policies and procedures with respect to compliance with the Federal Securities Laws by the Trust and its Service Providers.

B. Policies and Procedures of the Trust. Conduct a detailed review of the Trust's Compliance Program pertaining to compliance by registered investment companies with the Federal Securities Laws, among other things:

1. Pricing of portfolio securities and Fund shares, with a focus on the following items within the pricing polices and procedures:

(a) monitoring for circumstances that may necessitate the use of fair value prices;

(b) establishing criteria for determining when market quotations are no longer reliable for a particular portfolio security;

(c) providing a methodology or methodologies by which the Funds determine the current fair value of their portfolio securities; and

(d) reviewing the appropriateness and accuracy of the methodology used in valuing securities, including making any necessary adjustments.

2. Processing of Fund shares, with a focus on the following items:

(a) segregation of investor orders received before the Funds price their shares from those that were received after the Funds price their shares; and

(b) methodology used by the Funds to protect themselves and their shareholders against late trading.

3. Identification of affiliated persons to ensure that any transactions with affiliated persons are executed in compliance with the 1940 Act.

4. Protection of nonpublic information, including:

(a) prohibitions against trading portfolio securities on the basis of information acquired by analysts or portfolio managers employed by the Trust or the Funds' investment adviser ("Adviser") or the Funds' investment subadviser ("Subadviser") ;

(b) disclosure to third parties of material information about the Funds' portfolio holdings, trading strategies or pending transactions; and

(c) purchase or sale of Fund shares by the personnel of the Trust or the Adviser or Subadviser based on material, nonpublic information about the Funds' portfolios.

5. Compliance with Fund governance requirements, including the procedures to guard against:

(a) an improperly constituted Board of Trustees ("Board");

(b) failure of the Board to properly consider matters entrusted to it; and

(c) failure of the Board to request and consider information required by the 1940 Act from the Trust and other Service Providers.

6. The excessive short-term trading of mutual fund shares that may be harmful to the Funds, including a focus on the following areas:

(a) consistency of policies and procedures with the Funds' disclosed policies regarding market timing;

(b) monitoring of shareholder trades or flows of money in and out of the Funds in order to detect market timing activity;

(c) enforcement of the Funds' policies regarding market timing;

(d) prevention of waivers that would harm the Funds or their shareholders, or subordinate the interests of the Funds or their shareholders to those of the Trust or any other affiliated person or associated person of the Trust; and

(e) reporting to the Trust's Board regarding all waivers granted, so that the Board can determine whether such waivers were proper.

7. The distribution, marketing and advertising of the Funds' shares.

8. The trading of portfolio securities by the Funds, including a focus on enforcement of the Trust's policies with respect to brokerage, soft dollars and allocation of trades.

9. The review of any electronic mail communications.

II. Administration of Compliance Program. The CCO shall administer and enforce the Trust's Compliance Program.

III. Oversight of Service Providers. The CCO is responsible for overseeing, on behalf of the Trust, adherence to the written compliance policies and procedures of the Trust's service providers, including the Trust's investment adviser, WisdomTree Asset Management, Inc. (the "Investment Adviser"), the Trust's administrator, transfer agent and investment subadviser, The Bank of New York (the "Investment Subadviser", and the Trust's distributor, ALPS Distributors, Inc. (the "Distributor"), (for purposes of this Exhibit A, the Investment Adviser, the Investment Subadviser and the Distributor, collectively, the "Service Providers"). In furtherance of this duty,

A. No later than January 31, 2006, the CCO shall obtain and review the written compliance policies and procedures of the Service Providers or summaries of such policies that have been drafted by someone familiar with them.

B. The CCO shall monitor the Service Providers' compliance with their own written compliance policies and procedures, Federal Securities Laws and the Trust's charter, by-laws and Regulatory Relief. In so doing, the CCO shall interact with representatives of the Service Providers as appropriate. Where deemed appropriate and in accordance with pronouncements by the Staff of the Securities and Exchange Commission ("SEC"), ALPS may rely on summaries that are prepared by a Service Provider or a third party, instead of the actual policies and procedures of the Service Provider.

C. The CCO shall attempt to obtain the following representations from each Service Provider and, if it fails to obtain such representations, shall report this fact to the Trust:

1. In connection with the documentation of its written policies and procedures governing the provision of its services to the relevant Trust, the Service Provider has prepared and delivered to the Trust a summary of core services that it provides to the Trust or, if no such summary is available, that it has delivered to the Trust copies of the relevant policies and procedures.

2. The Service Provider will provide to the Trust and the CCO any revisions to its written compliance policies and procedures on at least an annual basis, or more frequently in the event of a material revision.

3. The Service Provider's written compliance policies and procedures have been reasonably designed to prevent, detect and correct violations of the applicable Federal Securities Laws and critical functions related to the services performed by Service Provider pursuant to the applicable agreement between the Service Provider and the Trust.

4. The Service Provider has established monitoring procedures, and shall review, no less frequently than annually, the adequacy and effectiveness of its written compliance policies and procedures to check that they are reasonably designed to prevent, detect and correct violations of those applicable Federal Securities Laws and critical functions related to the services performed by the Service Provider pursuant to the applicable agreement between the Service Provider and the Trust.

IV. Annual Review. The CCO will monitor the Trust's Compliance Program for effectiveness, including ongoing dialogue with key compliance personnel at the Trust's Service Providers. Such monitoring will include risk-based compliance testing of the Trust's Compliance Program. The Rule requires that, at least annually, the Trust review

its Compliance Program and that of its Service Providers and the effectiveness of their respective implementations (the "Annual Review"). The CCO shall perform the Annual Review for the Trust. The first Annual Review shall be completed no later than February 1, 2007.

V. Reports to the Trust; Escalation

A. The CCO shall make [weekly] [monthly] [quarterly] reports to the Trust regarding its administration and enforcement of the Compliance Program. These regular reports shall address compliance by the Trust and the Service Providers and such other matters as the Trust may reasonably request.

B. In addition, at least annually, the CCO shall submit a written report to the Trust addressing the following issues:

1. the operation of the Compliance Program, and the written compliance policies and procedures of the Service Providers;

2. any material changes made to the Compliance Program since the date of the such last report;

3. any material changes to the Compliance Program recommended as a result of the Annual Review; and

4. each "Material Compliance Matter" that occurred since the date of the last report.(3)

This written report shall be based on the Annual Review. The first written report shall be presented to the Trust no later than 60 days after the date of the first Annual Review.

C. In the event that the CCO reports a Material Compliance Matter and is not reasonably satisfied with the Trust's efforts to address and remedy the same, the CCO shall report such Material Compliance Matter to the Board.

VI. Recordkeeping. The CCO shall maintain the books and records for the Trust that are required to be retained by the Rule, which books and records may be maintained electronically but which shall, in any event, be backed-up and safeguarded in accordance with ALPS's regular practices for record retention.

VII. Meeting with Regulators. The CCO shall meet with, and reply to inquiries from, the SEC, the NASD and other legal and regulatory authorities with responsibility for administering Federal Securities Laws as necessary or as reasonably requested by the Board.

VIII. Amendments to the Compliance Program. The CCO shall consult with the Board and its representatives as necessary to amend, update and revise the Compliance Program as necessary, but no less frequently than annually. Additionally, the CCO will recommend amendments and draft policies and procedures as they pertain to:

A. consistency with regulatory expectations of risk-based policies and procedures;

B. maintenance of compliance with the Federal Securities Laws; and

C. consistency within the structure, organization and format of the policies and procedures.

Any amendments to the Trust's policies and procedures will be based on industry best practices and regulatory expectations. In addition, on a quarterly basis, the CCO, in consultation with the Trust's counsel, will provide the Trust with updates, if any, to the Trust's policies and procedures to reflect changing regulatory requirements.

Exhibit B

[insert biography]

Exhibit C

Portfolio Series of the Trust
(as of June 12, 2006)

WisdomTree Total Dividend Fund
WisdomTree High-Yielding Equity(SM) Fund WisdomTree LargeCap Dividend Fund
WisdomTree Dividend Top 100(SM) Fund
WisdomTree MidCap Dividend Fund
WisdomTree SmallCap Dividend Fund
WisdomTree DIEFA(SM) Fund
WisdomTree DIEFA High-Yielding Equity Fund WisdomTree Europe Total Dividend Fund
WisdomTree Europe High-Yielding Equity Fund WisdomTree Europe SmallCap Dividend Fund WisdomTree Japan Total Dividend Fund
WisdomTree Japan High-Yielding Equity Fund WisdomTree Japan SmallCap Dividend Fund
WisdomTree Pacific ex-Japan Total Dividend Fund WisdomTree Pacific ex-Japan High-Yielding Equity Fund WisdomTree International LargeCap Dividend Fund WisdomTree International Dividend Top 100(SM) Fund WisdomTree International MidCap Dividend Fund WisdomTree International SmallCap Dividend Fund WisdomTree International Basic Materials Sector Fund WisdomTree International Communications Sector Fund WisdomTree International Consumer Cyclical Sector Fund WisdomTree International Consumer Non-Cyclical Sector Fund WisdomTree International Energy Sector Fund WisdomTree International Financial Sector Fund WisdomTree International Health Care Sector Fund WisdomTree International Industrial Sector Fund WisdomTree International Technology Sector Fund WisdomTree International Utilities Sector Fund

METHODOLOGY GUIDE FOR INTERNATIONAL SECTOR INDEXES

Index Overview and Description

WisdomTree Investments, Inc. ("WTI") has created a family of international sector indexes that track the performance of dividend paying companies in ten major industry sectors in developed markets. The international sector indexes identified herein (together, the "International Sector Indexes") are modified capitalization weighted indexes developed by WTI to define major international sectors in the European, Japanese, Australia, New Zealand, Hong Kong, and Singapore stock markets. The International Sector Indexes are derived from the WisdomTree Dividend Index of Europe, Far East Asia and Australasia ("WisdomTree
DIEFA")

In June of each year, the International Sector Indexes are reconstituted, with each components' weight adjusted to reflect its dividend-weighting in its respective Index. The International Sector Indexes will be constituted by the Calculation Agent for the first time in the fall of 2006. The first annual reconstitution for the International Sector Indexes will occur in June of 2007.

All of the International Sector Indexes are calculated to capture price appreciation and total return, which assumes dividends are reinvested into the Index. The International Sector Indexes will be calculated using primary market prices. The International Sector Indexes are calculated in U.S. dollars.

Key Features

Membership Criteria

To be eligible for inclusion in the International Sector Indexes, component companies must have meet the inclusion requirements set for the WisdomTree DIEFA Index, from which all 10 International Sector Indexes are derived. Companies eligible for inclusion in the WisdomTree DIEFA Index must meet the minimum liquidity requirements established by WisdomTree Investments. To be selected for inclusion in the WisdomTree DIEFA Index, shares of component securities need to have traded at least 250,000 shares per month for each of the six months preceding the International Screening Point. Component companies must have their shares listed on a stock exchange in one of the following geographic regions: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, the United Kingdom ("Europe"), Japan, Australia, Hong Kong, New Zealand, or Singapore. Companies must be incorporated in one of these above-mentioned geographic regions and have paid at least $5 million in cash dividends on shares of their common stock in the 12 months prior to the annual reconstitution. Companies need to have a market capitalization of at least $100 million on the International Screening Point (defined below) and shares of such companies need to have had an average daily dollar volume of at least $100,000 for three months preceding the International Screening Point. Common stocks, REITs, tracking stocks, and holding companies are eligible for inclusion. ADRs, GDRs and EDRs, limited partnerships, royalty trusts, passive foreign investment companies, preferred stocks, closed-end funds, exchange-traded funds, and derivative securities such as warrants and rights are not

eligible. After the International Sector Indexes are constituted for the first time in the fall of 2006, the International Screening Point will be the period between the close of trading on the last trading day in May and the open of trading on the next trading day.

Base Date and Base Value

TBD

Calculation and Dissemination

The following formula is used to calculate the index levels for the International Sector Indexes:

Si = Number of shares in the index for security i.

Pi = Price of security i

Ei = Cross rate of currency of Security i vs. USD. If security price in USD, Ei = 1
D = Divisor

The International Sector Indexes are calculated whenever the New York Stock Exchange is open for trading. If trading is suspended while the exchange a component stock trades on is still open, the last traded price for that stock is used for all subsequent Index computations until trading resumes. If trading is suspended before the opening, the stock's adjusted closing price from the previous day is used to calculate the Index. Until a particular stock opens, its adjusted closing price from the previous day is used in the Index computation. Index values are calculated on both a price and total-return basis, in U.S. dollars. The price Indexes are calculated and disseminated on an intra-day basis. The total return Indexes are calculated and disseminated on an end-of-day basis. Price index values are calculated and disseminated every 15 seconds to the Securities Industry Automation Corporation (SIAC) so that such Index Values can print to the Consolidated Tape. Weighting

The International Sector Indexes are modified capitalization-weighted indices that employ a transparent weighting formula to magnify the effect that dividends play in the total return of the Indexes. The initial weight of a component in the Index at the annual reconstitution is derived by multiplying the U.S. dollar value of the company's annual dividend per share by the number of common shares outstanding for that company, "The Cash Dividend Factor."(1) The Cash Dividend Factor is calculated for every component in the Index and then summed. Each component's weight, at the International Weighting Date (defined below), is equal to its Cash Dividend Factor divided by the sum of all Cash Dividend Factors for

all the components in that Index. The International Weighting Date is when component weights are set, it occurs immediately after the close of trading on the third Wednesday of June. New Component weights take effect before the opening of trading on the first Monday following the third Friday of June (the "International Reconstitution Date").

All Indexes will be modified should the following occur. Should any company achieve a weighting equal to or greater than 24.0% of its Index, its weighting will be reduced to 20.0% at the close of the current calendar quarter, and all other components in the Index will be rebalanced. Moreover, should the "collective weight" of Index component securities whose individual current weights equal or exceed 5.0% of the Index, when added together, equal or exceed 50.0% of the Index, the weightings in those component securities will be reduced so that their collective weight equals 40.0% of the Index at the close of the current calendar quarter, and other components in the Index will be rebalanced to reflect their relative weights before the adjustment. Further iterations of these adjustments may occur until no company or group of companies violates these rules.

Dividend Treatment

Regular dividend payments are not taken into account in the price Index, whereas they are reinvested and accounted for in the total return Index.(2) However, special dividend payments that are not reinvested in the total return index require index divisor adjustments to prevent the distribution from distorting the price index.

2.6 Multiple Share Classes

In the event a component company issues multiple classes of shares of common stock, each class of share will be eligible to be included in any International Sector Index, provided that dividends are paid on that share of stock. Conversion of a share class into another share class results in the deletion of the share class being phased out and an increase in shares of the surviving share class, provided that the surviving share class is in the Index.

Index Maintenance

Index Maintenance includes monitoring and implementing the adjustments for company deletions, stock splits, stock dividends, spins-offs, or other corporate actions. Some corporate actions, such as stock splits, stock dividends, and rights offerings require changes in the index shares and the stock prices of the component companies in the International Sector Indexes. Some corporate actions, such as stock issuances, stock buybacks, warrant issuances, increases or decreases in dividend per share between reconstitutions, do not require changes in the index shares or the stock prices of the component companies in the

International Sector Indexes. Other corporate actions, such as special dividends and entitlements, may require Index divisor adjustments. Any corporate action, whether it requires divisor adjustments or not, will be implemented after the close of trading on the day prior to the ex-date of such corporate actions. Whenever possible, changes to the Index's components, such as deletions as a result of corporate actions, will be announced at least two business days prior to their implementation date.

Component Changes

Additions

Additions to the International Sector Indexes are made at the annual reconstitution according to the inclusion criteria defined above. Changes are implemented before the opening of trading on the first Monday following the closing of trading on the third Friday in June. No additions are made to any of the International Sector Indexes between annual reconstitutions.

Deletions

Shares of companies that are de-listed or acquired by a company outside of the Index are deleted from the Index and the weights of the remaining components are adjusted proportionately to reflect the change in composition of the Index. A component company that cancels its dividend payment is deleted from the Index and the weights of the remaining components are adjusted proportionately to reflect the change in the composition of the Index. A component company that files for bankruptcy is deleted from the Index and the weights of the remaining components are adjusted proportionately to reflect the change in the composition of the Index. If a component company is acquired by another company in the Index for stock, the acquiring company's shares and weight in the Index are adjusted to reflect the transaction after the close of trading on the day prior to the execution date. Component companies that reclassify their shares (i.e., that convert multiple share classes into a single share class) remain in the Index, although index shares are adjusted to reflect the reclassification.

Spin-Offs and IPOs

Should a company be spun-off from an existing component company and pay a regular cash dividend, it is not allowed into the International Sector Indexes until the next annual reconstitution, provided it meets all other inclusion requirements. The weights of the remaining components are adjusted proportionately to reflect the change in the composition of the Index. Companies that go public in an Initial Public Offering (IPO) and that pay regular cash dividends and that meet all other Index inclusion requirements must wait until the next annual reconstitution to be included in the International Sector Indexes.

Index Divisor Adjustments

Changes in the Index's market capitalization due to changes in composition, weighting or corporate actions result in a divisor change to maintain the Index's continuity. By adjusting the divisor, the Index value retains its continuity before and after the event. Corporate actions that require divisor adjustments will be implemented prior to the opening of trading on the effective date. In certain instances where information is incomplete, or the completion of an event is announced too late to be implemented prior to the ex-date, the implementation will occur as of the close of the following day or as soon as practicable thereafter. For corporate actions not described herein, or combinations of different types of corporate events and other exceptional cases, WisdomTree reserves the right to determine the appropriate implementation method.

Companies that are acquired, de-listed, file for bankruptcy or that cancel their dividends in the intervening weeks between the International Screening Point and the International Reconstitution date are not included in the International Sector Indexes, and the weights of the remaining components are adjusted accordingly.

5. Selection Parameters for International Sector Indexes

5.1 The WisdomTree International Basic Materials Sector Index is comprised of all the companies within the WisdomTree DIEFA Index classified as belonging to the "Basic Materials" sector. Components are selected as of the Screening Point. The component companies are assigned weights in the Index as defined in section 2.4., and annual reconstitution of the Index takes effect as defined in section 3.1.

5.2 The WisdomTree International Communications Sector Index is comprised of all the companies within the WisdomTree DIEFA Index classified as belonging to the "Communications" sector. Components are selected as of the Screening Point. The component companies are assigned weights in the Index as defined in section 2.4., and annual reconstitution of the Index takes effect as defined in section 3.1.

5.3 The WisdomTree International Consumer Cyclical Sector Index is comprised of all the companies within the WisdomTree DIEFA Index classified as belonging to the "Consumer Cyclical" sector. Components are selected as of the Screening Point. The component companies are assigned weights in the Index as defined in section 2.4., and annual reconstitution of the Index takes effect as defined in section 3.1.

5.4 The WisdomTree International Consumer Non-Cyclical Sector Index is comprised of all the companies within the WisdomTree DIEFA Index classified as belonging to the "Consumer Non-Cyclical" sector. Components are selected as of the Screening Point. The component companies are assigned weights in the Index as defined in section 2.4., and annual reconstitution of the Index takes effect as defined in section 3.1.

5.5 The WisdomTree International Energy Sector Index is comprised of all the companies within the WisdomTree DIEFA Index classified as belonging to the "Energy" sector. Components are selected as of the Screening Point. The component companies are assigned weights in the Index as defined in section 2.4., and annual reconstitution of the Index takes effect as defined in section 3.1.

5.6 The WisdomTree International Financial Sector Index is comprised of all the companies within the WisdomTree DIEFA Index classified as belonging to the "Financials" sector, including real estate investment trusts. Components are selected as of the Screening Point. The component companies are assigned weights in the Index as defined in section 2.4., and annual reconstitution of the Index takes effect as defined in section 3.1.

5.7 The WisdomTree International Healthcare Sector Index is comprised of all the companies within the WisdomTree DIEFA Index classified as belonging to the "Healthcare" sector. Components are selected as of the Screening Point. The component companies are assigned weights in the Index as defined in section 2.4., and annual reconstitution of the Index takes effect as defined in section 3.1.

5.8 The WisdomTree International Industrial Sector Index is comprised of all the companies within the WisdomTree DIEFA Index classified as belonging to the "Industrial" sector . Components are selected as of the Screening Point. The component companies are assigned weights in the Index as defined in section 2.4., and annual reconstitution of the Index takes effect as defined in section 3.1.

5.9 The WisdomTree International Technology Sector Index is comprised of all the companies within the WisdomTree DIEFA Index classified as belonging to the "Technology" sector. Components are selected as of the Screening Point. The component companies are assigned weights in the Index as defined in section 2.4., and annual reconstitution of the Index takes effect as defined in section 3.1.

5.10 The WisdomTree International Utilities Sector Index is comprised of all the companies within the WisdomTree DIEFA Index classified as belonging to the "Utilities" sector. Components are selected as of the Screening Point. The component companies are assigned weights in the Index as defined in section 2.4., and annual reconstitution of the Index takes effect as defined in section 3.1.

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: _____________________
Jonathan Steinberg
President

WISDOMTREE ASSET MANAGEMENT, INC.

By: _____________________
Jonathan Steinberg
Chief Executive Officer

Kirkpatrick & Lockhart Nicholson Graham LLP 599 Lexington Avenue New York, NY 10022-6030

September 29, 2006

WisdomTree Trust
48 Wall Street, 11th Floor
New York, NY 10005

Ladies and Gentlemen:

We have acted as counsel to WisdomTree Trust, a Delaware statutory trust ("Trust"), in connection with the filing with the Securities and Exchange Commission ("SEC") of Post-Effective Amendment No. 2 to the Trust's Registration Statement on Form N-1A (File No. 333-132380) ("Post-Effective Amendment") on September 29, 2006, registering an indefinite number of shares of beneficial interest of each of WisdomTree International Basic Materials Sector Fund, WisdomTree International Communications Sector Fund, WisdomTree International Consumer Cyclical Sector Fund, WisdomTree International Consumer Non-Cyclical Sector Fund, WisdomTree International Energy Sector Fund, WisdomTree International Financial Sector Fund, WisdomTree International Health Care Sector Fund, WisdomTree International Industrial Sector Fund, WisdomTree International Technology Sector Fund, and WisdomTree International Utilities Sector Fund, each a series of the Trust ("Shares"), under the Securities Act of 1933, as amended ("1933 Act").

You have requested our opinion as to the matters set forth below in connection with the filing of the Post-Effective Amendment. For purposes of rendering that opinion, we have examined the Post-Effective Amendment, the Trust's Certificate of Trust, Declaration of Trust and By-laws, and the actions of the Trust that provide for the issuance of the Shares, and we have made such other investigations as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion; we have also relied on a certificate of an officer of the Trust. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.

Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.

Based upon and subject to the foregoing, we are of the opinion that:

1. The Shares to be issued pursuant to the Post-Effective Amendment have been duly authorized for issuance by the Trust; and

2. When issued and paid for upon the terms provided in the Post-Effective Amendment, the Shares to be issued pursuant to the Post-Effective Amendment will be validly issued, fully paid, and nonassessable.

The opinion expressed in paragraph 2 above is subject to the effect of bankruptcy, insolvency, fraudulent transfers, reorganization, receivership moratorium, and other laws affecting the rights of creditors generally and to general principles of equity (whether applied by a court of law or equity).

This opinion is rendered solely in connection with the filing of the Post-Effective Amendment and supersedes any previous opinions of this firm in connection with the issuance of Shares. We hereby consent to the filing of this opinion with the SEC in connection with the Post-Effective Amendment and to the reference to this firm in the statement of additional information that is being filed as part of the Post-Effective Amendment. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.

Very truly yours,

Kirkpatrick & Lockhart Nicholson Graham LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" and to the use of our report, dated June 6, 2006, with respect to the statement of assets and liabilities of WisdomTree Total Dividend Fund, a series fund of WisdomTree Trust as of May 31, 2006 in this Registration Statement (Form N-1A Nos. 333-132380 and 811-21864) of WisdomTree Trust.

                                                           /s/ Ernst & Young LLP

New York, New York
September 28, 2006

   Pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended

                                Table of Contents
1. Definitions.............................................................    1
2. Purpose of the Code.....................................................    4
3. Prohibited Purchase and Sales...........................................    5
4. Exempt Transactions.....................................................    6
5. Prohibited Business Conduct.............................................    7
6. Reporting of Securities Holdings and Transactions.......................    7
7. Reporting of Violations and Sanctions...................................   10
8. Enforcement of this Code................................................   11

1.    DEFINITIONS

      1.1 Access Person. As used in this Code, "Access Person" shall mean (i)
any Trustee or officer of WisdomTree Trust ("Trust") and any "Advisory Person"
(as defined below); and (ii) any director, officer or general partner of a
principal underwriter who, in the ordinary course of business, makes,
participates in or obtains information regarding, the purchase or sale of

Covered Securities by a Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Covered Securities.

1.2 Advisory Person. As used in this Code, "Advisory Person" shall mean:
(i) any director, officer, general partner or employee of the Trust or a "Fund" (as defined below) or any investment adviser or sub-adviser to a Fund (or of any company in a "Control" (as defined below) relationship to the Trust or a Fund or such investment adviser or sub-adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of a Covered Security by a Fund, or whose functions

relate to the making of any recommendations with respect to such purchases or sales, including any "Investment Person" (ii) any director, officer, general partner or employee of the Trust or a Fund or any investment adviser or sub-adviser to a Fund (or of any company in a Control relationship to the Trust or Fund or such investment adviser or sub-adviser) who, in connection with his or her regular functions or duties, determines, participates in the determination of, or otherwise obtains non-public information regarding, the addition or deletion of a Covered Security to or from a "WisdomTree Index" (as defined below); (iii) any natural person in a Control relationship to the Trust or a Fund or any investment adviser or sub-adviser to a Fund who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities by that Fund; or (iv) any natural person in a Control relationship to the Trust or a Fund or any investment adviser or sub-adviser to a Fund who obtains non-public information concerning the addition or deletion of a Covered Security to or from a WisdomTree Index. A "WisdomTree Index" is an investment index that has been developed by WisdomTree Asset Management, Inc. ("WTAM") or its affiliates or for which WTAM has obtained usage rights with respect thereto that serves as the basis of the investment strategy that is followed by a Fund for which WTAM serves as the investment adviser.

1.3 Active Consideration. As used in this Code, a Covered Security will be deemed under "Active Consideration" if it is being added to or removed from a WisdomTree Index (i) in connection with the annual reconstitution of any WisdomTree Index or (ii) as a result of a change or a planned change to the proprietary methodology of a WisdomTree Index. A Covered Security described in clause (i) above will be deemed under "Active Consideration" during the annual reconstitution of the applicable WisdomTree Index - the period commencing on the screening date of the WisdomTree Index in which it will be included (currently, the last trading

day of May with respect to a WisdomTree Index comprised of Covered Securities of foreign (non U.S.) issuers and the last trading day in November with respect to a WisdomTree Index comprised of Covered Securities of domestic (U.S.) issuers) and ending on the date that it becomes included in or removed from such WisdomTree Index. . A Covered Security described in clause (ii) above will be deemed under "Active Consideration" during the period commencing at such time as such Covered Security can be identified as a result of the change or planned change to the methodology and for five (5) business days after it has been added to or removed from the Index.

1.4 Automatic Investment Plan. As used in this Code, "Automatic Investment Plan" shall mean a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

1.5 Beneficial Ownership. As used in this Code, "Beneficial Ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the "1934 Act") in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder. Beneficial Ownership may include members of a person's immediate family sharing the same household with such person.

1.6 Chief Compliance Officer. As used in this Code, "Chief Compliance Officer" shall mean the Chief Compliance Officer of the Trust appointed pursuant to Rule 38a-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), his or her designee, or such other person as may be authorized to perform the functions of a chief compliance officer.

1.7 Control. As used in this Code, "Control" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940, as amended (the "1940 Act").

1.8 Covered Security. As used in this Code, "Covered Security" shall mean a security as defined in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, except that it shall not include:

(a) direct obligations of the Government of the United States;

(b) bankers' acceptances, bank certificates of deposit, commercial paper and high quality, short-term debt instruments, including repurchase agreements;

(c) shares issued by money market funds; and

(d) shares issued by open-end investment companies (i.e., mutual funds) registered under the 1940 Act other than Reportable Funds.

1.9 Disinterested Trustee. As used in this Code, "Disinterested Trustee" shall mean a trustee of the Trust who is not an interested person of such Trust or a Fund within the meaning of Section 2(a)(19) of the 1940 Act.

1.10 Federal Securities Laws. As used in this Code, "Federal Securities Laws" shall mean the Securities Act of 1933 (the "1933 Act"), the 1934 Act, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the "SEC") under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or Department of Treasury.

1.11 Fund. As used in this Code, "Fund" shall mean any existing or future series of the Trust. Such Funds are collectively referred to as the "Funds."

1.12 Index Administrator. As used in this Code, "Index Administrator" shall mean the employee of WTAM ultimately responsible for the administration and operation of the Indexes.

1.13 Index Staff. As used in this Code, "Index Staff" shall mean those employees of WTAM specifically designated to assist the Index Administrator in the administration and operation of the Indexes.

1.14 Initial Public Offering. As used in this Code, "Initial Public Offering" shall mean an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

1.15 Investment Person. As used in this Code, "Investment Person" shall mean (i) any employee of the Trust or a Fund or any investment adviser or sub-adviser to a Fund (or of any company in a Control relationship to the Trust or a Fund or such investment adviser or sub-adviser) who in connection with his or her regular functions or duties, makes or participates in making, recommendations regarding the purchase or sale of securities by a Fund or (ii) any natural person who controls a Fund or any investment adviser or sub-adviser to a Fund and who obtains information concerning recommendations made to a Fund regarding the purchase or sale of securities by such Fund.

1.16 Limited Offering. As used in this Code, "Limited Offering" shall mean an offering that is exempt from registration under the 1933 Act pursuant to Sections 4(2) or 4(6) thereof or Rules 504, 505 or 506 thereunder.

Purchase or Sale of a Covered Security. As used in this Code, "Purchase or Sale of a Covered Security" includes, inter alia, the writing of an option to purchase or sell a Covered Security.

1.17 Reportable Fund. As used in this Code, a "Reportable Fund" means: (i) any investment company registered under the 1940 Act for which WTAM serves as an investment adviser as defined in Section 2(a)(20) of the 1940 Act; or (ii) any investment company registered under the 1940 Act whose investment adviser or principal underwriter controls, is controlled by or is under common control with WTAM. For the purpose of the reporting obligations under this Code for a Disinterested Trustee, a "Reportable Fund" shall have only the meaning set forth in clause (i) of the preceding sentence.

1.18 Trust. As used in this Code, "Trust" shall mean the WisdomTree Trust, a Delaware statutory trust registered as an open-end diversified investment company under the 1940 Act, and shall be referred to as the "Trust."

2. PURPOSE OF THE CODE

2.1 This Code establishes standards of business conduct for Access Person of a Fund and is designed to further the purposes of Rule 17j-1 under the 1940 Act. In general, in connection with personal securities transactions and related conduct, Access Persons should (i) always place the interests of a Fund's shareholders first; (ii) ensure that all personal securities transactions are conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an Access Person's position of trust and responsibility; (iii) not take inappropriate advantage of their positions; and (iv) comply with all applicable Federal Securities Laws.

2.2 The Code is designed to prevent certain practices by Access Persons in connection with the purchase or sale, directly or indirectly, by such persons of Covered Securities held or to be acquired or sold by a Fund and Covered Securities included in a WisdomTree Index or to be added to or deleted from a WisdomTree Index. These include:

(a) employing any device, scheme or artifice to defraud a Fund;

(b) making any untrue statement of a material fact to a Fund or omitting to state a material fact necessary in order to make the statements made to a Fund, in light of the circumstances under which they are made, not misleading;

(c) engaging in any act, practice, or course of business that operates or would operate as a fraud or deceit upon a Fund;

(d) engaging in any manipulative practice with respect to a Fund or a WisdomTree Index; or

(e) misusing material, non-public information obtained by such person in his or her capacity as an Access Person.

The Code is also designed to require the Trust and each Fund to monitor transactions by Access Persons in shares of Reportable Funds, including the Funds, in which they may have a direct or indirect Beneficial Ownership interest.

2.3 Insofar as certain Access Persons are subject to a code of ethics adopted by another entity that is designed to further the purposes of, among other things, Rule 17j-1, and the Board of Trustees of the Trust desires to avoid duplication of reporting obligations or otherwise conflicting obligations under multiple codes of ethics, a "Covered Access Person" (as defined below) shall be deemed to be in compliance with this Code if he or she is in compliance with an "Approved Code of Ethics" (as defined below). Accordingly, a breach of an Approved Code of Ethics by a Covered Access Person with respect to the Trust or a Fund, shall be deemed a breach of this Code. A "Covered Access Person" shall mean an Access Person (i) subject to and bound by a code of ethics adopted by an investment adviser (including WTAM) or sub-adviser to the Trust or a Fund or the principal underwriter of the shares of the Trust or a Fund as a result of his

position or relationship with such investment adviser, sub-adviser or principal underwriter; (ii) such code of ethics has been approved by the Board of Trustees in accordance with Rule 17j-1(c)(1)(ii); and (iii) the Board of Trustees has received from the investment adviser, sub-adviser or principal underwriter, as the case may be, the certification required by Rule 17j-1(c)(1)(ii). An "Approved Code of Ethics" shall mean a code of ethics adopted by an investment adviser (including WTAM), sub-adviser or the principal underwriter of the shares of the Trust or a Fund that meets the conditions of clauses (ii) and (iii) of the preceding sentence.

3. PROHIBITED PURCHASES AND SALES

3.1 No Access Person shall purchase or sell, directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and which to his or her actual knowledge at the time of such purchase or sale is currently under Active Consideration. The Index Administrator and Index Staff shall be presumed to have actual knowledge of whether or not a Covered Security is under Active Consideration.

3.2 No Investment Person shall acquire, directly or indirectly, any Beneficial Ownership in any securities in an Initial Public Offering without the prior written approval of the Chief Compliance Officer. This approval shall take into account whether the opportunity is being offered to the Investment Person by virtue of his or her position with a Fund and any other relevant factors.

3.3 No Investment Person shall acquire, directly or indirectly, Beneficial Ownership of any securities in a Limited Offering without the prior approval of the Chief Compliance Officer. This approval shall take into account whether the investment opportunity should be

reserved for a Fund and whether the opportunity is being offered to an individual by virtue of his or her position with a Fund and any other relevant factors.

3.4 The prohibitions in this Section 3 shall be interpreted to include the purchase or sale by any Access Person of any convertible security, option or warrant of any issuer whose underlying securities are under Active Consideration by a Fund.

4. EXEMPT TRANSACTIONS

4.1 The prohibitions in Section 3 of this Code shall not apply to the following transactions:

(a) purchases or sales effected in any account over which an Access Person has no direct or indirect influence or Control;

(b) purchases or sales of securities which are not eligible for purchase or sale by any of the Funds;

(c) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

(d) purchases or sales which are non-volitional on the part of either the Access Person or the applicable Fund;

(e) purchases or sales which are part of an Automatic Investment Plan;

(f) purchases or sales approved by the Chief Compliance Officer (or by another person designated by the Chief Compliance Officer and having no interest in the transaction) upon a showing of good cause. Good cause will be deemed to exist when unexpected hardship occasions the need for additional funds. A change in investment objectives will not be deemed "good cause;" and

(g) purchases or sales approved by the Chief Compliance Officer (or by another person designated by the Chief Compliance Officer and having no interest in the transaction) where the Chief Compliance Officer (or person designated by the Chief Compliance Officer and having no interest in the transaction) determines the purchases or sales would have only a remote potential of (i) harming a Fund; (ii) having a material impact on the market for the Covered Security; and (iii) compromising the integrity of a WisdomTree Index.

5. PROHIBITED BUSINESS CONDUCT

5.1 No Access Person shall, either directly or indirectly:

(a) engage in any business transaction or arrangement for personal profit based on confidential information gained by way of his relationship to a Fund or on nonpublic information regarding security transactions by a Fund, whether current or prospective, or the portfolio holdings of a Reportable Fund, including a Fund.

(b) communicate non-public information regarding, security transactions of a Fund, whether current or prospective, or the portfolio holdings of a Reportable Fund including a Fund, to anyone unless necessary as part of the regular course of the business of a Fund;

(c) accept a gift, favor, or service of more than de minimis value from any person or company which, to the actual knowledge of such Access Person, does business or might do business with a Fund;

(d) buy or sell any security or any other property from or to a Fund, other than ordinary purchases and redemptions of shares of a Fund;

(e) violate any Federal Securities Laws applicable to a Fund.

5.2 Access Persons shall comply with each Fund's policy entitled "Procedures Regarding Disclosure of Portfolio Holdings" as such procedures may be amended from time to time.

5.3 No Investment Person shall serve on the board of directors of any publicly traded company (other than the Trust) without prior authorization from the Chief Compliance Officer based upon a determination that such board service would be consistent with the interests of the Funds and their shareholders. Any Investment Person so authorized to serve as a director will be isolated from other persons having responsibility for making investment decisions for a Fund with respect to any securities of such publicly traded company through a "Chinese Wall" or other procedures.

6. REPORTING OF SECURITIES HOLDINGS AND TRANSACTIONS

6.1 Initial and Annual Reporting. Every Access Person shall provide to the Chief Compliance Officer within 10 days after becoming an Access Person and annually thereafter (on a date chosen by the Chief Compliance Officer) a report listing all Covered Securities in which he or she has any direct or indirect Beneficial Ownership. The information in the initial report regarding Covered Securities must be current as of a date no more than 45 days before the date on which the person becomes an Access Person. The information in the annual report regarding Covered Securities must be current as of a date no more than 45 days before the report is submitted.

6.2 Contents of Initial and Annual Reports. The reports required by
Section 6.1 shall include: (i) the title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership (and with respect to initial

reports, when the person became an Access Person); (ii) the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person (and with respect to initial reports, when the person became an Access Person); and
(iii) the date that the report is submitted by the Access Person.

6.3 Quarterly Reporting. Within 30 days after the end of a calendar quarter, an Access Person shall provide to the Chief Compliance Officer a report with the following information: (ii) any transaction during the quarter in a Covered Security in which he or she had, or by reason of such transaction acquired, any direct or indirect Beneficial Ownership; and (ii) any new account established by the Access Person during the quarter in which Covered Securities were held during the quarter for the direct or indirect benefit of the Access Person.

6.4 Contents of Quarterly Reports. Any quarterly reports required by
Section 6.3 shall state:

(a) the title (and, as applicable, the exchange ticker symbol or CUSIP number) and number of shares, the interest rate and maturity date (if applicable) and the principal amount of the Covered Security involved;

(b) the date and nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c) the price of the security at which the transaction was effected;

(d) the name of the broker, dealer or bank with or through which the transaction was effected;

(e) with respect to any new account established by the Access Person during the quarter in which Covered Securities were held during the quarter for the direct or indirect

benefit of the Access Person, (A) the name of the broker, dealer or bank with which the Access Person established the account; (B) the date the account was established; and

(f) the date that the report is submitted by the Access Person.

6.5 Exceptions from Reporting Requirements. An Access Person need not make:

(a) any report with respect to Covered Securities held in accounts over which the Access Person had no direct or indirect influence or Control;

(b) a quarterly transaction report with respect to transactions effected pursuant to an Automatic Investment Plan; and

(c) a quarterly report if the report would duplicate information contained in broker trade confirmations or account statements that WTAM holds in its records so long as WTAM receives such broker trade confirmations or account statements no later than thirty calendar days after the applicable calendar quarter.

(d) Disinterested Trustees. A Disinterested Trustee of the Trust shall not be required to make the initial and annual holdings reports required by Section 6.1. In addition, a Disinterested Trustee of the Trust shall not be required to make the quarterly reports required by Section 6.3, unless the Disinterested Trustee, at the time of a Transaction in any shares of a Fund or a transaction in any other Covered Security, knew or, in the ordinary course of fulfilling his or her official duties as a trustee of the Trust, should have known that during the 15-day period immediately preceding or after the date of the transaction in any shares of a Fund or in any other Covered Security by the Disinterested Trustee, a Fund purchased or sold the Covered Security or the Covered Security was under Active Consideration by a Fund, its investment adviser or a sub-adviser for purchase or sale by a Fund.

6.6 Disclaimer of Beneficial Ownership. Any report required by this
Section 6 may also contain a statement declaring that the reporting of any transaction shall not be construed as an admission by the Access Person making the report that he or she has any direct or indirect Beneficial Ownership in the Covered Security to which the report relates.

6.7 Provision of Code of Ethics to each Supervised Person and/or Access Person. The Funds shall provide each Access Person with a copy of this Code and all amendments thereto. Each Access Person shall provide the Chief Compliance Officer with a written acknowledgement of his or her receipt of this Code and any amendments.

6.8 Access Person Certifications. Each Access Person shall certify: (a) within 10 days of becoming an Access Person, that he or she has read and understood this Code and recognizes that he or she is subject to this Code; and
(b) annually, that he or she has read and understood this Code and recognizes that he or she is subject to this, that he or she has complied with all the requirements of this Code, and that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of this Code.

6.9 Review of Reports and Certifications. The Chief Compliance Officer (or person designated by the Chief Compliance Officer) shall review the reports and certifications submitted by Access Persons pursuant to this Code for any violations of this Code.

6.10 Annual Reports to the Board of Trustees of the Trust. At least annually, the Chief Compliance Officer shall report to the Board of Trustees of each Trust regarding:

(a) all existing procedures concerning personal trading activities and any procedural changes made during the past year;

(b) any recommended changes to this Code or such procedures; and

(c) any issues arising under this Code since the last report to the Board of Trustees of the applicable Trust, including, but not limited to, information about any material violations of this Code and any sanctions imposed in response to any material violations.

The Chief Compliance Officer shall also certify to the Board of Trustees at least annually as to the adoption of procedures reasonably necessary to prevent Access Persons from violating this Code.

7. REPORTING OF VIOLATIONS AND SANCTIONS

7.1 Every Access Person aware of any violation of this Code shall promptly report the violation to the Chief Compliance Officer.

7.2 Upon learning of a violation of this Code, the Board of Trustees may impose such sanctions as it deems appropriate under the circumstances, including, but not limited to, letters of reprimand, suspension or termination of employment, disgorgement of profits and notification to regulatory authorities in the case of Code violations which also constitute fraudulent conduct.

8. APPROVAL BY BOARD OF TRUSTEES

8.1 This Code. The Board of Trustees, including a majority of Trustees who are not interested persons, must approve this Code and any material changes to this Code based upon a determination that such Code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by Rule 17j-1(b) under the 1940 Act.

8.2 The Funds' Investment Adviser and Principal Underwriter. The Board of Trustees, including a majority of Disinterested Trustees, must approve the code of ethics of each investment adviser (including any sub-advisers) and principal underwriter of the Funds, and any material changes to these codes, based upon a determination that such codes contain provisions reasonably necessary to prevent access persons as defined in Rule 17j-1 under the 1940 Act from

engaging in any conduct prohibited by Rule 17j-1(b) under the 1940 Act. The Board of Trustees must approve the code of an investment adviser (and any sub-adviser) and the principal underwriter before initially retaining the services of the investment adviser or principal underwriter.

8.3 Before approving a code of ethics under Section 8.1 or 8.2, the Board of Trustees must receive a certification from the Funds, an investment adviser (and any sub-advisers) and the principal underwriter, as appropriate, that such entity has adopted procedures reasonably designed to prevent Access Persons from violating the respective code of ethics.

8.4 Amendments. The Board of Trustees must approve a material change to a code of ethics no later than six months after the adoption of the material change.

9. ENFORCEMENT OF THIS CODE

The Chief Compliance Officer shall have primary responsibility for enforcing this Code.

Adopted effective as of March 21, 2006
Revised as of September 22, 2006

WISDOM TREE TUST
CODE OF ETHICS
ANNUAL CERTIFICATE

Pursuant to the requirements of the Code of Ethics of Wisdom Tree Trust, the undersigned hereby certifies as follows:

1. I have read the Trust's Code of Ethics.

2. I understand this Code of Ethics and acknowledge that I am subject to it.

3. I will report all personal securities transactions and provide any securities holding reports required to be reported under the requirements of the Code of Ethics.

Date: Print Name:___________________________

Signature:____________________________

WISDOM TREE TRUST
CODE OF ETHICS
ANNUAL CERTIFICATION

I have no direct or indirect beneficial, legal or equitable interest in any securities trading account, and I do not, directly or indirectly, beneficially, legally or equitably have any interest of any kind or nature whatsoever therein or in any instrument constituting or which might be deemed to constitute a security, as such term is defined in its broadest sense under the securities laws administered by the United States Securities and Exchange Commission.

Date: Print Name:___________________________

Signature:____________________________

(To be signed if you do not have any brokerage accounts.)

WISDOM TREE TRUST
BROKERAGE ACCOUNTS

Please list below information regarding all your brokerage accounts, including retirement accounts and accounts for anyone in your household who may have a brokerage account (such as a spouse or child) and anyone whom you may support or have direct investment control over an account for. For each brokerage account you should include the name of the account holder, the account number, the brokerage entity and contact information. To satisfy the reporting obligation of the Codes we will notify each broker with whom you have an account to request duplicate copies of account statements to be forwarded to WTA.

Employee Brokerage Accounts

The information required has been disclosed by me in the Advisors Code of Ethics. ______

(If you have provided the required information in your signed Code of Ethics for the Advisor please initial above. You do not need to duplicate the information here.)