Exhibit (a)(3)

SCHEDULE A

SERIES OF THE TRUST
(as of March 25, 2008)

WISDOMTREE DOMESTIC FUNDS

WisdomTree(SM) 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 Communications Sector Fund

WisdomTree Financials Sector Fund

WisdomTree REIT Sector Fund

WisdomTree Utilities Sector Fund

WisdomTree Total Earnings Fund

WisdomTree LargeCap Earnings Fund

WisdomTree MidCap Earnings Fund

WisdomTree SmallCap Earnings Fund

WisdomTree Earnings Top 100 Fund

WisdomTree Low P/E Fund

WISDOMTREE INTERNATIONAL FUNDS

WisdomTree DEFA Fund

WisdomTree DEFA 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 Asia Emerging Markets Total Dividend Fund

WisdomTree Asia Emerging Markets High-Yielding Equity Fund

WisdomTree Emerging Markets Total Dividend Fund

WisdomTree Emerging Markets High Yielding Equity Fund

WisdomTree Emerging Markets Dividend Top 100 Fund

WisdomTree Emerging Markets SmallCap Dividend Fund

WisdomTree Latin America Dividend Fund

WisdomTree Australia Total Dividend Fund

WisdomTree Canada Total Dividend Fund

WisdomTree China Total Dividend Fund

WisdomTree France Total Dividend Fund

WisdomTree Germany Total Dividend Fund

WisdomTree Hong Kong Total Dividend Fund

WisdomTree India Earnings Fund

WisdomTree Israel Total Dividend Fund

WisdomTree Malaysia Total Dividend Fund

WisdomTree Singapore Total Dividend Fund

WisdomTree Sweden Total Dividend Fund

WisdomTree South Africa Total Dividend Fund

WisdomTree South Korean Total Dividend Fund

WisdomTree Taiwan Total Dividend Fund

WisdomTree United Kingdom Total Dividend Fund

WisdomTree United Kingdom High-yielding Equity Fund

WISDOMTREE INTERNATIONAL SECTOR FUNDS

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 Real Estate Sector Fund

WisdomTree International Technology Sector Fund

WisdomTree International Utilities Sector Fund

WISDOMTREE CURRENCY FUNDS

WisdomTree U.S. Current Income Fund

WisdomTree U.S. Government Current Income Fund

WisdomTree Dreyfus Australian Dollar Fund

WisdomTree Dreyfus Brazilian Real Fund

WisdomTree Dreyfus British Pound Sterling Fund

WisdomTree Dreyfus Canadian Dollar Fund

WisdomTree Dreyfus Chinese Yuan Fund

WisdomTree Dreyfus Euro Fund

WisdomTree Dreyfus Indian Rupee Fund

WisdomTree Dreyfus Japanese Yen Fund

WisdomTree Dreyfus New Zealand Dollar Fund

WisdomTree Dreyfus South African Rand Fund

WisdomTree Dreyfus South Korean Won Fund

WisdomTree Dreyfus Developing Markets Fund

Name of Fund                                                           Fee
------------                                                           ---

Domestic Dividend Funds
WisdomTree  Total Dividend Fund                                        0.28%
WisdomTree  High-Yielding Equity  Fund                                 0.38%
WisdomTree Dividend Top 100 Fund                                       0.38%
WisdomTree  LargeCap Dividend Fund                                     0.28%
WisdomTree  MidCap Dividend Fund                                       0.38%
WisdomTree  SmallCap Dividend  Fund                                    0.38%

Domestic Earnings Funds
WisdomTree Total Earnings Fund                                         0.28%
WisdomTree Earnings 500 Fund                                           0.28%
WisdomTree MidCap Earnings Fund                                        0.38%
WisdomTree SmallCap Earnings Fund                                      0.38%
WisdomTree Earnings Top 100 Fund                                       0.38%
WisdomTree Low P/E Fund                                                0.38%


International Dividend Funds
WisdomTree  DEFA  Fund                                                 0.48%
WisdomTree  DEFA 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 Dividend Fund                             0.58%
WisdomTree  Pacific ex-Japan High-Yielding Equity Fund                 0.58%
WisdomTree  International Dividend Top 100  Fund                       0.58%
WisdomTree  International LargeCap  Dividend Fund                      0.48%
WisdomTree International MidCap Dividend Fund                          0.58%
WisdomTree  International SmallCap Dividend Fund                       0.58%
WisdomTree International Real Estate Fund                              0.58%
WisdomTree Emerging Markets High-Yielding Equity Fund                  0.63%
WisdomTree Emerging Markets SmallCap Dividend Fund                     0.63%

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                   Schedule A
                      to the Investment Advisory Agreement
                            between WisdomTree Trust
                      and WisdomTree Asset Management, Inc.
                              as of March 25, 2008

International Sector Funds
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%


Currency Funds
WisdomTree U.S. Current Income Fund                                    0.25%
WisdomTree U.S. Government Current Income Fund                         0.25%
WisdomTree Dreyfus Australian Dollar Fund                              0.35%
WisdomTree Dreyfus Brazilian Real Fund                                 0.45%
WisdomTree Dreyfus British Pound Sterling Fund                         0.35%
WisdomTree Dreyfus Canadian Dollar Fund                                0.35%
WisdomTree Dreyfus Chinese Yuan Fund                                   0.45%
WisdomTree Dreyfus Euro Fund                                           0.35%
WisdomTree Dreyfus Indian Rupee Fund                                   0.45%
WisdomTree Dreyfus Japanese Yen Fund                                   0.35%
WisdomTree Dreyfus New Zealand Dollar Fund                             0.45%
WisdomTree Dreyfus South African Rand Fund                             0.45%
WisdomTree Dreyfus South Korean Won Fund                               0.45%
WisdomTree Dreyfus Developing Markets Fund                             0.55%

Exhibit (d)(6)

Execution Copy

SUB-ADVISORY AGREEMENT

AGREEMENT, dated as of March 25, 2008, by and between WisdomTree Asset Management, Inc. (the "Investment Adviser"), a Delaware corporation having its principal office and place of business at 380 Madison Avenue, 21st Floor, New York, NY 10017, and Mellon Capital Management Corporation ("Mellon Capital"), a Delaware corporation having its principal office and place of business at 50 Fremont Street, Suite 3900, San Francisco, California 94105, and The Dreyfus Corporation ("Dreyfus"), a New York corporation having its principal office and place of business at 200 Park Avenue, New York, New York 10166.

WHEREAS, the Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act");

WHEREAS, the Investment Adviser has entered into an Investment Advisory Agreement dated as of March 21, 2006 (the "Advisory Agreement") with WisdomTree Trust ("Trust"), an investment company registered under the Investment Company Act of 1940, as amended ("Investment Company Act"), which was amended as of March 25, 2008 to add each series of the Trust listed in Appendix A (each a "Fund" and collectively the "Funds");

WHEREAS, each of Mellon Capital and Dreyfus (each a "Sub-Adviser" and, collectively, the "Sub-Advisers"; for the avoidance of doubt, any reference to the "Sub-Adviser" shall mean each of the Sub-Advisers) 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 each of the Sub-Advisers to render investment advisory and other services with respect to each of the Funds specified under the Sub-Adviser's name in Appendix A hereto, as amended from time to time, in the manner and on the terms hereinafter set forth;

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

WHEREAS, this Sub-Advisory Agreement is one of the "Ancillary Agreements" referred to in that certain Mutual Participation Agreement by and among the Adviser, the Sub-Advisers and WisdomTree Investments, Inc., dated as of January
24 , 2008 (as further amended, modified or supplemented, the "MPA"); and

WHEREAS, each 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 each Sub-Adviser to act as an investment adviser for each Fund specified under such Sub-Adviser's name on Appendix A hereto, 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. Each 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

Each Sub-Adviser accepts that appointment for the Funds specified under its name on Appendix A hereto 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). If the Sub-Adviser is responsible for only a portion of a Fund's assets, the Investment Adviser will specify on Appendix A or otherwise designate to the Sub-Adviser in writing the portion of the assets for which the Sub-Adviser is responsible, and, unless the context otherwise requires, any reference to a "Fund" in this Agreement shall be deemed to refer only to such designated portion of the Fund's assets. 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 reasonable 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 specified under a Sub-Adviser's name on Appendix A, 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, each 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 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 relating thereto, 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) if requested by the Investment Adviser, provide advice about the fair value of the securities and other investments/assets in the Fund; provided, however, that the parties acknowledge that the Trust is responsible for any fair value pricing; 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 the Sub-Adviser considers in good faith to be 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 then 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 thereafter modified, amended and/or supplemented ("Prospectus and SAI"); (ii) 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); and (iii) any order or no-action letter of the SEC governing the operation of the Trust. Prior to the commencement of the Sub-Adviser's services hereunder, the Investment Adviser shall provide the Sub-Adviser with current copies of the Prospectus and SAI, any order or no-action letter of the SEC governing the operation of the Trust, and any relevant compliance and other policies and procedures that are adopted by the Board of Trustees and agreed upon with the Sub-Adviser. 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 documents and, except as may be required by the Advisers Act or other applicable law or regulation, Sub-Adviser will not need to comply until a copy has been provided to the Sub-Adviser and agreed upon.

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 maintaining records, 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 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 seek 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 on behalf of the Funds, except that the Sub-Adviser may engage in transactions permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), only with the express written approval of the Investment 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 fair and reasonable result and efficient execution, provided that the Sub-Adviser does not favor any account over any other account. 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 provide the Investment Adviser with copies of the Sub-Adviser's current policies and procedures adopted in accordance with Rule 206(4)-7 under the Adviser Act. To the extent the Funds are required by the Investment Company Act to adopt any such policy or procedure, the Investment Adviser will submit such policy or procedure to the Trust's Board of Trustees for adoption by each of the Funds, with such modifications or additions thereto as the Board of Trustees or Investment Adviser may recommend with the concurrence of the Sub-Adviser. The Sub-Adviser shall furnish the services hereunder to the Fund in accordance with this Section 3 and such policies and procedures.

I. 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 any report on Form 13F or Schedule 13G and any amendments thereto, required by the Exchange Act, with respect to its duties as are set forth herein.

J. 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 Sub-Adviser's then-current proxy voting policies (provided such policies have been approved by the Trust's Board of Trustees), converting, tendering, exchanging or redeeming securities.

4. COMPENSATION OF SUB-ADVISER; PAYMENT OF FEES UNDER CERTAIN ANCILLARY AGREEMENTS

A. Each Sub-Adviser shall be entitled to receive a monthly fee with respect to each Fund for which it serves as Sub-Adviser equal to one-half (1/2) of the fee paid to the Investment Adviser with respect to such Fund pursuant to the Advisory Agreement. The fee shall be accrued on a daily basis and payable in accordance with the terms of the MPA.

B. The Investment Adviser acknowledges and agrees that it will inform the Trustees at the time of any approval, amendment or renewal of this Agreement with respect to any Fund, that the fees paid under this Section 4 have been established in recognition that the each Sub-Adviser is paying for certain services that are provided to the Fund as specified in the MPA, in addition to the services provided by each Sub-Adviser under this Agreement, and should be treated as such for all purposes of the Investment Company Act, including without limitation, Section 36 thereof. The Sub-Advisers shall cooperate with the Investment Adviser in providing any information that may be required by the Board of Trustees of the Trust in connection with any approval, amendment or renewal of this Agreement.

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, its officers, employees, consultants and 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, its officers, employees, consultants and 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.

D. Notwithstanding anything in this Agreement to the contrary contained herein, the Sub-Adviser shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Investment Adviser or the Trust resulting from any event beyond the reasonable control of the Sub-Adviser or its agents, including but not limited to, nationalization, expropriation, devaluation, seizure, or similar unusual actions by any governmental authority, de facto or de jure; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or acts of war, terrorism, insurrection or revolution; or acts of God (collectively, "Force Majeure Events"). Upon the occurrence of a Force Majeure Event, the Sub-Adviser, shall endeavor to recommence performance or observance without delay, in a manner consistent with its obligations under the Advisers Act, the Investment Company Act and as a fiduciary of the Trust.

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 (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.

D. The Investment Adviser acknowledges receipt of Part II of Sub-Adviser's Form ADV at least 48 hours prior to entering into this Agreement, as required by Rule 204-3 under the Advisers Act.

E. The Investment Adviser shall direct the Trust's custodian to provide timely information to the Sub-Adviser regarding such matters as the composition of assets in the portion of each Fund managed by the Sub-Adviser, cash requirements and cash available for investment in such portion of each such Fund, and all other information as may be reasonably necessary for the Sub-Adviser to perform its duties hereunder.

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 material 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. Any notification will be considered prompt if it is given in a manner consistent with the Sub-Adviser's fiduciary and other obligations under the Advisers Act and contemporaneously with any regulatory filing or notice to other affected parties within the time that such filing or notice is required by applicable law.

B. 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 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.

C. The Sub-Adviser has provided 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, will provide a copy of Part II annually, and promptly will furnish a copy of all material amendments to the Investment Adviser.

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

E. The Sub-Adviser agrees not to consult with (i) other subadvisers to a Fund, if any, (ii) other subadvisers to any other Fund of the Trust, or (iii) other subadvisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets.

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 with respect to a Fund 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 written agreement of the Investment Adviser and 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 Investment Company Act, a majority of the outstanding voting securities (as defined in the Investment Company Act) of the Fund.

13. TERMINATION OF AGREEMENT

A. This Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, by the Board of Trustees, or by the vote of a majority of the outstanding voting securities of such Fund, each 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.

B. 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 named in the Prospectus and/or SAI, 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.

C. Following the termination of the MPA for any reason, the Investment Adviser or the Sub-Advisers may terminate this Agreement with respect to any Fund upon at least one hundred twenty (120) days' written notice to the other. In such an event, the Sub-Advisers agree to reasonably cooperate with the Trust and the Investment Adviser in connection with the transition of subadvisory services relating to such Fund(s) to another Subadviser.

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. USE OF SUB-ADVISERS' NAMES

The parties agree that the names of the Sub-Advisers, the names of any affiliated persons of the Sub-Advisers and any derivative or logo or trademark or service mark or trade name are the valuable property of the Sub-Advisers and their affiliated persons. The Sub-Advisers have granted to the Trust a limited license to use such name, derivatives, logos, trademarks or service marks or trade names under the terms of a License Agreement (as defined in the MPA). However, upon any termination of the License Agreement prior to the termination of this Agreement, the Investment Adviser and the Trust may continue to use such name, derivatives, logos, trademarks or service marks or trade names only with the prior written approval of the Sub-Advisers. Any such use following the termination of the License Agreement shall be subject to the following terms and conditions:

A. The Investment Adviser and the Trust agree that they will review with the Sub-Advisers any advertisement, sales literature or notice prior to its use that makes reference to the Sub-Advisers or their affiliated persons, or any such name, derivatives, logos, trademarks, service marks or trade names, so that the Sub-Advisers may review the context in which it is referred, it being agreed that the Sub-Advisers shall have no responsibility to ensure the adequacy of the form or content of such materials for purposes of the Investment Company Act or other applicable laws and regulations.

B. Upon termination of this Agreement, the Investment Adviser and the Trust shall forthwith cease to use such name, derivatives, logos, trademarks or service marks or trade names.

C. If the Investment Adviser or the Trust makes any unauthorized use of the Sub-Advisers names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the Sub-Advisers shall suffer irreparable harm for which monetary damages may be inadequate and, thus, the Sub-Advisers shall be entitled to injunctive relief, as well as any other remedy available under law.

In addition, the Investment Adviser and the Trust may use the name of the Sub-Adviser in a factual manner if such use is a fair use or nominative use under the Lanham Act (such as, for example, in regulatory filings made with the SEC or any SRO or in other documents as required by SEC or SRO regulations). Nothing in this Section 18 shall be deemed to have amended, modified or limited the License Agreement in any respect.

19. 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: Mellon Capital Management Corporation Attention: Manager of Client Service 50 Fremont Street, Suite 3900 San Francisco, CA 94105

With a copy to:

Mellon Capital Management Corporation

Attention: Legal Department
50 Fremont Street, Suite 3900 San Francisco, CA 94105

For: The Dreyfus Corporation
Attention: Phil Maisano
200 Park Avenue
New York, NY 10166

With a copy to:
The Dreyfus Corporation
Attention: Michael Rosenberg 200 Park Avenue
New York, NY 10166

For: WisdomTree Asset Management, Inc. Jonathan Steinberg
380 Madison Ave.
21st Floor
New York, NY 10017

With a copy to:

WisdomTree Asset Management, Inc.

Attn: Legal Department
380 Madison Ave 21st Floor
New York, NY 10017

20. 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.

21. 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.

22. 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.

23. 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.

This Agreement has been executed as a single Agreement for purposes of convenience only and shall be interpreted as if each Sub-Adviser had entered into a separate Agreement with the Investment Adviser to provide services to each individual Fund specified on Appendix A under such Sub-Adviser's name.

24. CONFIDENTIALITY

Each party shall treat as confidential all Confidential Information of the other (as that term is defined below) and use such information only in furtherance of the purposes of this Agreement. Each Party shall limit access to the Confidential Information to its Affiliates, employees, consultants, auditors and regulators who reasonably require access to such Confidential Information, and otherwise maintain policies and procedures designed to prevent disclosure of the Confidential Information. For purposes of this Agreement, Confidential Information shall include all non-public business and financial information, methods, plans, techniques, processes, documents and trade secrets of a Party. 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. Each Party shall give prompt notice to the other 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. Each Party agrees to reasonably cooperate with the other, at the other's expense, in seeking reasonable protective arrangements to prevent, limit or restrict the disclosure of Confidential Information pursuant to such lawful process. This Agreement shall not be deemed to be Confidential Information.

25. AUTHORITY TO EXECUTE TRANSACTION DOCUMENTS

Subject to any other written instructions of the Investment Adviser or the Trust, each Sub-Adviser is hereby appointed agent and attorney-in-fact for the limited purposes of executing on behalf of any Fund specified under such Sub-Adviser's name on Appendix A hereto: account documentation, transaction term

sheets and confirmations, certifications regarding the Fund's status as an accredited investor, qualified institutional buyer or qualified purchaser and certifications regarding other factual matters as may be requested by brokers, dealers or counter parties in connection with its management of the Fund's assets. However, nothing in this Section 24 shall be construed as imposing a duty on a Sub-Adviser to act in its capacity as attorney-in-fact for the Fund. Any person dealing with a Sub-Adviser in its capacity as attorney-in-fact hereunder for the Fund is hereby expressly put on notice that Sub-Adviser is acting solely in the capacity as an agent of the Fund and that any such person must look solely to the Fund for enforcement of any claim against Fund, as the Sub-Adviser assumes no personal liability to such person whatsoever for obligations of the Fund entered into by Sub-Adviser in its capacity as attorney-in-fact for the Fund.

WISDOMTREE ASSET MANAGEMENT, INC.          MELLON CAPITAL MANAGEMENT CORPORATION

By:                                        By:
   -----------------------------------        ----------------------------------
    Name: Jonathan Steinberg                  Name:
    Title: Chief Executive Officer            Title:

                                           THE DREYFUS CORPORATION

                                           By: _________________________________
                                               Name:

Title:

APPENDIX A
TO
SUB-ADVISORY AGREEMENT

I. FUNDS FOR WHICH DREYFUS ACTS AS SUB-ADVISER

WisdomTree Dreyfus Australian Dollar Fund

WisdomTree Dreyfus Brazilian Real Fund WisdomTree Dreyfus British Pound Sterling Fund WisdomTree Dreyfus Canadian Dollar Fund WisdomTree Dreyfus Chinese Yuan Fund WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund WisdomTree Dreyfus Japanese Yen Fund WisdomTree Dreyfus New Zealand Dollar Fund WisdomTree Dreyfus South African Rand Fund WisdomTree Dreyfus South Korean Won Fund WisdomTree Dreyfus Developing Markets Fund

The Investment Adviser hereby appoints Dreyfus, and Dreyfus hereby accepts appointment as, the Sub-Adviser for the Funds set forth above.

WISDOMTREE ASSET MANAGEMENT, INC.       THE DREYFUS CORPORATION

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

WISDOMTREE ASSET MANAGEMENT, INC.          MELLON CAPITAL MANAGEMENT CORPORATION

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

Title: Chief Executive Officer Title:

Exhibit (d)(7)

Execution Copy

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of this day of this 19th day of February, 2008, between WisdomTree Asset Management, Inc. (the "Adviser") and WisdomTree India Investment Portfolio, Inc. (the "Portfolio"), a private company limited by shares incorporated in the Republic of Mauritius.

WHEREAS, the Adviser is principally engaged in the business of rendering investment management services and is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"); and

WHEREAS, the Portfolio is engaged in the business of investing and reinvesting its assets in securities listed and traded in India; and

WHEREAS, the Board of Directors of the Portfolio desires to appoint the Adviser to serve as the investment adviser to the Portfolio;

NOW THEREFORE, the parties hereto hereby agree as follows:

1. Appointment of the Adviser

The Portfolio hereby appoints the Adviser to act as investment adviser for the period and on terms set forth herein. The Adviser accepts such appointment and agrees to render such services as described herein. 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 Portfolio and the Adviser, have no authority to act for or represent the Portfolio in any way or otherwise be deemed an agent of the Portfolio.

2. Duties of the Adviser

(a) The Portfolio acknowledges and agrees that it is contemplated that the Adviser will manage the investment operations and composition of the Portfolio and render investment advice for the 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 the Portfolio. The services provided by the Adviser or any such sub-adviser shall include: (i) furnishing continuously an investment program for the Portfolio; (ii) managing the investment and reinvestment of Portfolio assets; (iii) determining which investments shall be purchased, held, sold or exchanged for the Portfolio and what portion, if any, of the assets of the Portfolio shall be held uninvested; (iv) providing the Portfolio with records concerning the activities that the Portfolio is required to maintain; and (v) rendering reports to the Portfolio's officers and Board of Directors of the Portfolio concerning the Adviser's discharge of the foregoing responsibilities. 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 Directors of the Portfolio and in compliance with such policies as the Directors may from time to time establish and applicable laws and regulations.

3. Advisory Fees

The Portfolio shall not be required to pay an advisory fee to the Adviser for the services to be provided by the Adviser hereunder so long as the parent company of the Portfolio pays an advisory fee to the Adviser for managing its assets.

4. 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. The Adviser consents to receive service of process in the Republic of Mauritius.

5. Provision of Certain Information by the Adviser

The Adviser will promptly notify the Portfolio 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 Portfolio; and

(c) the chief executive officer or parent company of the Adviser changes.

6. 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 Portfolio 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 Portfolio 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 Portfolio or its shareholders.

7. Force Majeure

Notwithstanding any other provision of this Agreement, the Adviser shall not be liable for any loss suffered by the Portfolio 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.

8. Duration, Termination and Amendment

(a) Duration. This Agreement shall become effective on the date hereof. Unless terminated in accordance with this Section 8, the Agreement shall remain in full force and effect for two years from the date hereof. Subsequent to such initial period of effectiveness, this Agreement shall continue in full force and effect for periods of one year thereafter so long as such continuance is specifically approved at least annually by either the Board of Directors of the Portfolio or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) Amendment. Any amendment to this Agreement that is material shall become effective only upon approval of the Adviser and the Board of Directors of the Portfolio.

11. Services Not Exclusive

The services of the Adviser to the Portfolio 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 and other communications given or made pursuant hereto shall be in writing and shall be delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier or facsimile. Any such notice shall be deemed given when so delivered personally, or, if mailed, five (5) days after the date of deposit in the United States or, if sent by overnight courier, on the next business day following deposit with such courier or, if sent via facsimile transmission, on the day of transmission provided telephonic confirmation of receipt is obtained promptly after transmission and a confirming copy is sent via mail to the parties at the following addresses:

If to Portfolio: WisdomTree India Investment Portfolio, Inc. c/o Multiconsult Ltd.

10, Frere Felix de Valois Street
Port Louis, Mauritius
Fax: (230)2125265

If to Adviser: Legal Department WisdomTree Asset Management, Inc. 380 Madison Avenue, 21st Floor New York, NY 10017 U.S.A.

Fax: (212)801-2081

(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 in the United States (without giving effect to its conflict of law principles).

(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 6 and 12 shall survive the termination of this Agreement.

(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 INDIA INVESTMENT PORTFOLIO, INC.

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

WISDOMTREE ASSET MANAGEMENT, INC.

By:   /s/ Bruce Lavine
      ------------------------------
Name: Bruce Lavine
Title: President

Exhibit (d)(8)

SUB-ADVISORY AGREEMENT

This AGREEMENT, dated as of February 19, 2008, by and between WisdomTree Asset Management, Inc. (the "Investment Adviser"), a Delaware corporation having its principal office and place of business at 380 Madison Avenue, 21st Floor, New York, NY 10017, and BNY Investment Advisors (the "Sub-Adviser"), a separately identifiable division of the Bank of New York, a New York state banking corporation having an office at 50 Fremont Street, Suite 3900, San Francisco, CA 94105.

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 December 3, 2007 with WisdomTree Trust ("Trust") an investment company registered under the Investment Company Act of 1940, as amended ("Investment Company Act"), on behalf of the WisdomTree India Earnings Fund (the "Fund") and has also entered into an Investment Advisory Agreement dated as of February 19, 2008 with WisdomTree India Investment Portfolio, Inc. (the "Portfolio"), a private company limited by shares incorporated in the Republic of Mauritius and a wholly-owned subsidiary of the Portfolio;

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

WHEREAS, the Sub-Adviser acts as the sub-adviser to the Fund pursuant to the Amended and Restated Sub-Advisory Agreement dated as of September 1, 2007, between the Investment Adviser and the Sub-Adviser (the "Fund Sub-Advisory Agreement");

WHEREAS, the Board of Directors of the Portfolio and the Investment Adviser desire to retain the Sub-Adviser to render investment advisory and other services to the Portfolio ), in the manner and on the terms hereinafter set forth;

WHEREAS, the Investment Adviser has the authority under the Investment Advisory Agreement with the Portfolio (the "Portfolio Advisory Agreement) to select sub-advisers for the Portfolio; and

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

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 the Portfolio, subject to the supervision and oversight of the Investment Adviser and the Directors of the Portfolio, 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 Portfolio or the Investment Adviser in any way or otherwise be deemed an agent of the Portfolio or the Investment Adviser except as expressly authorized in this Agreement or another writing by the Portfolio, 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 the Portfolio 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 Portfolio 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. The Portfolio is a wholly-owned subsidiary of the Fund. The Fund is will achieve its investment objective through the investments that the Sub-Adviser makes on behalf of the Portfolio. As adviser to the Portfolio, the Sub-Adviser will coordinate the investment and reinvestment of the assets of the Portfolio and determine the composition of the assets of the Portfolio, 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 Directors of the Portfolio.

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 the Portfolio, such programs to be identical to the programs utilized by the Sub-Adviser for the Fund;

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

(iii) keep the Directors of the Portfolio and the Investment Adviser fully informed on an ongoing basis of all material facts concerning the investment and reinvestment of the assets of the Portfolio 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 Directors of the Portfolio, and participate in meetings with the Investment Adviser and/or the Directors, as reasonably requested, to discuss the foregoing, with the understanding that the Portfolio or the Adviser will pay all reasonable expenses of the Sub-Adviser relating to any mutually agreed upon travel to Mauritius; and

(iv) cooperate with and provide reasonable assistance to the Investment Adviser, the Portfolio's administrator, the Portfolio's custodian a, the Portfolio's transfer agent and pricing agents and all other agents and representatives of the Portfolio 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 Portfolio 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 this Agreement, the terms of the Fund Sub-Advisory Agreement and the direction of the Investment Adviser or the Directors of the Portfolio.

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 Portfolio 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 the Portfolio (i) in accordance with any written policies, practices or procedures that may be established by 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 U.S. federal and state laws and regulations. In placing any orders for the purchase or sale of investments for the Portfolio, the Sub-Adviser shall use its best efforts to obtain for the Portfolio "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 Portfolio.

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 Portfolio(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 Portfolio. 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 Portfolio, 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 the Portfolio 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 the Portfolio, 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

In recognition of the fact that the Sub-Adviser is compensated by the Adviser for providing sub-advisory services to the Fund, the Sub-Adviser shall not be entitled to receive compensation for providing sub-advisory services to the Portfolio. The Investment Adviser shall be responsible for expenses incurred by the Sub-Adviser with respect to proxy voting execution, advice and reporting on behalf of the Portfolio.

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 Portfolio as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to the Portfolio, 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 Portfolio, 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 Portfolio(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 Portfolio, 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 Portfolio(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 Portfolio, 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 Directors of the Portfolio to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby.

B. 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.

C. The Investment Adviser (i) will be registered as an investment adviser under the Advisers Act prior to the commencement of operation of the Portfolio 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 Portfolio(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 provided 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 the Portfolio(s), the Investment Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Portfolio or Investment Adviser, as applicable, 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 and the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio and shall be under its control; however, the Portfolio 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 Portfolio 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 Portfolio 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 by the Directors of the Portfolio. 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 Directors.

13. TERMINATION OF AGREEMENT

This Agreement may be terminated with respect to the Portfolio at any time, without the payment of any penalty, by the Board of Directors 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 Portfolio 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 Portfolio and the Investment Adviser of any such assignment and of any changes in key personnel who are either the portfolio manager(s) of the Portfolioor senior management of the Sub-Adviser, in each case prior to or promptly after, such change.

14. 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 Portfolio 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.

15. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to The provision of sub-advisory services to the Portfolio.

16. HEADINGS

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

17. 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
50 Fremont Street, Suite 3900 San Francisco, CA 94105
Attn: Manager of Client Service

For: WisdomTree Asset Management, Inc. Jonathan Steinberg
380 Madison Avenue 21st Floor New York, NY 10017

With a copy to:

WisdomTree Asset Management, Inc.

Attn: Legal Department
380 Madison Avenue 21st Floor New York, NY 10017

For: WisdomTree India Investment Portfolio, Inc. c/o Multiconsult Ltd.

10, Frere Felix de Valois Street

Port Louis, Mauritius
Fax: (230)2125265

18. 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.

19. PORTFOLIO AND SHAREHOLDER LIABILITY

The Sub-Adviser is hereby agrees that obligations, if any, assumed by the Portfolio pursuant to this Agreement shall be limited in all cases to the Portfolio and its assets. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio, nor from the Directors or any individual Director of the Portfolio.

20. 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.

21. 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. 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.

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/ Gabriella Parcella
     -----------------------------                -----------------------------
     Name: Jonathan Steinberg                     Name: Gabriella Parcella
     Title: Chief Executive Officer               Title: Vice President

Exhibit (e)(2)

DISTRIBUTION FEE AGREEMENT

EXHIBIT A

AMENDED as of March 25, 2008

Domestic Equity Funds
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

Earnings Weighted Funds
WisdomTree Total Earnings Fund
WisdomTree Earnings 500 Fund
WisdomTree MidCap Earnings Fund
WisdomTree SmallCap Earnings Fund
WisdomTree Earnings Top 100 Fund
WisdomTree Low P/E Fund

International Equity Funds
WisdomTree DIEFA Index Fund
WisdomTree DIEFA High-Yielding Equity Fund WisdomTree Europe Total Dividend Fund
WisdomTree Europe High-Yielding Equity Index 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 Index 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 Real Estate Fund WisdomTree Emerging Markets High Yielding Equity Fund WisdomTree Emerging Markets SmallCap Dividend Fund WisdomTree India Earnings Fund

International Sector Funds
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

Currency Funds
WisdomTree U.S. Current Income Fund
WisdomTree U.S. Government Current Income Fund WisdomTree Dreyfus Australian Dollar Fund WisdomTree Dreyfus Brazilian Real Fund
WisdomTree Dreyfus British Pound Sterling Fund WisdomTree Dreyfus Canadian Dollar Fund
WisdomTree Dreyfus Chinese Yuan Fund
WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund
WisdomTree Dreyfus Japanese Yen Fund
WisdomTree Dreyfus New Zealand Dollar Fund WisdomTree Dreyfus South African Rand Fund WisdomTree Dreyfus South Korean Won Fund WisdomTree Dreyfus Developing Markets Fund

Exhibit (g)(2)

SCHEDULE II
TO
CUSTODY AGREEMENT
As of March 25, 2008

DOMESTIC DIVIDEND FUNDS

WisdomTree Total Dividend
WisdomTree Dividend Top 100
WisdomTree High-Yielding Equity
WisdomTree LargeCap Dividend
WisdomTree MidCap Dividend
WisdomTree SmallCap Dividend

EARNINGS WEIGHTED FUNDS

WisdomTree Total Earnings Fund
WisdomTree Earnings 500 Fund
WisdomTree MidCap Earnings Fund
WisdomTree SmallCap Earnings Fund
WisdomTree Earnings Top 100 Fund
WisdomTree Low P/E Fund

INTERNATIONAL EQUITY FUNDS

WisdomTree DEFA Fund
WisdomTree DEFA 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 Dividend Top 100 Fund WisdomTree International LargeCap Fund WisdomTree International MidCap Fund
WisdomTree International SmallCap Fund
WisdomTree International Real Estate Fund WisdomTree Emerging Markets High-Yielding Equity Fund WisdomTree Emerging Markets SmallCap Dividend Fund WisdomTree India Earnings Fund

INTERNATIONAL SECTOR FUNDS

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

CURRENCY FUNDS
WisdomTree U.S. Current Income Fund
WisdomTree U.S. Government Current Income Fund WisdomTree Dreyfus Australian Dollar Fund WisdomTree Dreyfus Brazilian Real Fund
WisdomTree Dreyfus British Pound Sterling Fund WisdomTree Dreyfus Canadian Dollar Fund
WisdomTree Dreyfus Chinese Yuan Fund
WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund
WisdomTree Dreyfus Japanese Yen Fund
WisdomTree Dreyfus New Zealand Dollar Fund WisdomTree Dreyfus South African Rand Fund WisdomTree Dreyfus South Korean Won Fund WisdomTree Dreyfus Developing Markets Fund

Exhibit (g)(4)

SCHEDULE I
TO
FOREIGN CUSTODY MANAGER AGREEMENT
As of March 25, 2008

DOMESTIC DIVIDEND FUNDS

WisdomTree Total Dividend
WisdomTree Dividend Top 100
WisdomTree High-Yielding Equity
WisdomTree LargeCap Dividend
WisdomTree MidCap Dividend
WisdomTree SmallCap Dividend

EARNINGS WEIGHTED FUNDS

WisdomTree Total Earnings Fund
WisdomTree Earnings 500 Fund
WisdomTree MidCap Earnings Fund
WisdomTree SmallCap Earnings Fund
WisdomTree Earnings Top 100 Fund
WisdomTree Low P/E Fund

INTERNATIONAL EQUITY FUNDS

WisdomTree DEFA Fund
WisdomTree DEFA 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 Dividend Top 100 Fund WisdomTree International LargeCap Fund WisdomTree International MidCap Fund
WisdomTree International SmallCap Fund
WisdomTree International Real Estate Fund WisdomTree Emerging Markets High-Yielding Equity Fund WisdomTree Emerging Markets SmallCap Dividend Fund WisdomTree India Earnings Fund

INTERNATIONAL SECTOR FUNDS

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

CURRENCY FUNDS
WisdomTree U.S. Current Income Fund
WisdomTree U.S. Government Current Income Fund WisdomTree Dreyfus Australian Dollar Fund WisdomTree Dreyfus Brazilian Real Fund
WisdomTree Dreyfus British Pound Sterling Fund WisdomTree Dreyfus Canadian Dollar Fund
WisdomTree Dreyfus Chinese Yuan Fund
WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund
WisdomTree Dreyfus Japanese Yen Fund
WisdomTree Dreyfus New Zealand Dollar Fund WisdomTree Dreyfus South African Rand Fund WisdomTree Dreyfus South Korean Won Fund WisdomTree Dreyfus Developing Markets Fund

Exhibit (g)(5)

CUSTODY AGREEMENT

AGREEMENT, dated as of February 18, 2008 between WisdomTree India Investment Portfolio, Inc., a private company limited by shares and incorporated in the Republic of Mauritius, having its principal office and place of business at 10, Frere Felix de Valois, Port Louis, Mauritius (the "Portfolio"), Portfolio 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 Portfolio 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 Portfolio, duly authorized by the Portfolio'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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio.

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 Portfolio from time to time, and their respective successors and nominees.

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

1. (a) The Portfolio 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 Portfolio.

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

Account"), and Custodian shall reflect therein such assets as the Portfolio 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 Portfolio and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as the Portfolio may specify in a Certificate or Instructions.

2. The Portfolio 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 Portfolio, 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 Portfolio, approved by a resolution of its board, constitutes a valid and legally binding obligation of the Portfolio, 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 Portfolio;

(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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio hereby authorizes Custodian to hold any Securities received by it from time to time for the Portfolio'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 Portfolio, 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 Portfolio'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 Portfolio 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 Portfolio, 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 Portfolio 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 Portfolio of any material change in such risks. The Portfolio 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 Portfolio 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 Portfolio 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 Portfolio as promptly as practicable of any such amounts due but not paid;

(c) Promptly forward to the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio.

(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 Portfolio or provide for discretionary action or alternative courses of action by the Portfolio, the Portfolio 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 Portfolio'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 Portfolio). 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 Portfolio or its designee. For Securities issued in the United States, Custodian's only duty shall be to mail to the Portfolio 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 Portfolio with access to a provider of global proxy services at the Portfolio's request. The Portfolio shall be responsible for all costs associated with its use of such services.

6. Custodian shall promptly advise the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio or any transaction related thereto. The Portfolio 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 Portfolio (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 Portfolio, 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 Portfolio of the additional amount of cash (in the appropriate currency) required, and the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 re Portfolio, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Portfolio to Custodian hereunder. The Portfolio 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 Portfolio, and such obligation to indemnify shall be a continuing obligation of the Portfolio, its successors and assigns notwithstanding the termination of this Agreement.

9. (a) For the purpose of settling Securities and foreign exchange transactions, the Portfolio shall provide Custodian with sufficient immediately available Portfolios for all transactions by such time and date as conditions in the relevant market dictate. As used herein, "sufficient immediately available Portfolios" 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 Portfolio with immediately available Portfolios 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 Portfolios shall be in U.S. dollars or such other currency as the Portfolio 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 Portfolio 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 Portfolio. The

Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, the Portfolio 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 Portfolio understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefore 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 therefore (or agent) against receipt with the expectation of receiving later payment for such Securities. The Portfolio 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 Portfolio, 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 therefore. 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 Portfolios 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio

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 Portfolio 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 Portfolio'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 Portfolio 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 Portfolio 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 Portfolio shall sell any shares issued by the Portfolio ("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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio, 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 Portfolio, 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 Portfolio 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 Portfolio; provided however, that the Portfolio 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 Portfolio's counsel. Custodian agrees to keep the Portfolio 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 Portfolio's counsel and even if the Portfolio's counsel disagrees. In the event Custodian enters any settlement for an amount which is unreasonable, the Portfolio 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 Portfolio, 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 Portfolio 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 Portfolio, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefore;

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

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

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

(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 Portfolio against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Portfolio. 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 Portfolio are lent makes payment to it of any dividends or interest which are payable to or for the account of the Portfolio during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Portfolio 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 Portfolio; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Portfolio of any variation margin payment or similar payment which the Portfolio 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 Portfolio is entitled to receive, or to notify the Portfolio 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 Portfolio and specifically allocated to a Series are such as properly may be held by the Portfolio or such Series under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Portfolio, whether or not involving Custodian, are such transactions as may properly be engaged in by the Portfolio.

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

8. The Portfolio 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 Portfolio 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 Portfolio elects to transmit Instructions through an on-line communications system offered by Custodian, the Portfolio'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 Portfolio 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 Portfolio shall be responsible for ensuring that only Authorized Persons transmit such Instructions to Custodian.

9. The books and records pertaining to the Portfolio which are in possession of Custodian shall be the property of the Portfolio. Such books and records shall be prepared and maintained as required by the `40 Act and the rules thereunder. The Portfolio, or its authorized representatives, shall have access to such books and records during Custodian's normal business hours. Upon the reasonable request of the Portfolio, copies of any such books and records shall

be provided by Custodian to the Portfolio or its authorized representative. Upon the reasonable request of the Portfolio, 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 Portfolio 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 Portfolio may reasonably request from time to time.

11. Custodian shall promptly provide the Portfolio 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 Portfolio, it shall be accompanied by a copy of a resolution of the board of the Portfolio, 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 Portfolio shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Portfolio, certified by the Secretary or any Assistant Secretary, designating a successor custodian or custodians. In the absence of such designation by the Portfolio, 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 Portfolio 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 Portfolio or Custodian in accordance with the preceding Section, the Portfolio 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 Portfolio) and money then owned by the Portfolio 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 Portfolio to hold such Securities hereunder in accordance with this Agreement.

ARTICLE X
MISCELLANEOUS

1. The Portfolio 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 Portfolio shall be sufficiently given if addressed to the Portfolio and received by it at the offices of Multiconsult Ltd., 10, Frere Felix de Valois, Port Louis, Mauritius, with a copy to WisdomTree Asset Management, Inc., 380 Madison Avenue, 21st Floor, New York, NY 10017 or at such other place as the Portfolio 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 Portfolio hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Portfolio personally, but shall bind only the trust property of the Portfolio, as provided in the Portfolio's Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Portfolio and signed by an officer of the Portfolio 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 Portfolio 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. , 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 INDIA INVESTMENT PORTFOLIO, INC.

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

THE BANK OF NEW YORK

By:   /s/ Andrew Pfeiffer
      ----------------------------
Name: Andrew Pfeifer
      Title: Vice President

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

The undersigned hereby certifies that he/she is a duly appointed and acting Director of WisdomTree India Investment Portfolio, Inc. (the " Portfolio"), and further certifies that the following persons have been duly authorized in conformity with the Portfolio'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 Portfolio and Custodian dated as of February 18, 2008, and that the signatures appearing opposite their names are true and correct:

--------------------------            --------------------------                    -------------------------
Name: Michael Jackson                 Title:  Director of Fund Services,            Signature
                                      WTAM

--------------------------            --------------------------                    -------------------------
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.

Date: February __, 2008

SCHEDULE II

SERIES

None

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 Portfolio of software enabling the Portfolio to obtain access to the System (the "Software"), Custodian grants to the Portfolio 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 Portfolio 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 Portfolio with respect to the Software. The Portfolio, 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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Portfolio 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 Portfolio 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 Portfolio (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 Portfolio shall keep the Information confidential by using the same care and discretion that the Portfolio 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 Portfolio 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 Portfolio shall install new releases of the Software as Custodian may direct. The Portfolio agrees not to modify or attempt to modify the Software without Custodian's prior written consent. The Portfolio acknowledges that any modifications to the Software, whether by the Portfolio 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 PORTFOLIO 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 PORTFOLIO 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 Portfolio 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 Portfolio 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 Portfolio may not claim that such transmission was received by Custodian.

8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE PORTFOLIO 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 PORTFOLIO 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 Portfolio 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 Portfolio acknowledges and agrees that encryption may not be available for every communication through the System, or for all data. The Portfolio agrees that Custodian may deactivate any encryption features at any time, without notice or liability to the Portfolio, for the purpose of maintaining, repairing or troubleshooting the System or the Software.

Exhibit (h)(2)

EXHIBIT A
TO
FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
As of March 25, 2008

DOMESTIC DIVIDEND FUNDS

WisdomTree Total Dividend
WisdomTree Dividend Top 100
WisdomTree High-Yielding Equity
WisdomTree LargeCap Dividend
WisdomTree MidCap Dividend
WisdomTree SmallCap Dividend

EARNINGS WEIGHTED FUNDS

WisdomTree Total Earnings Fund
WisdomTree Earnings 500 Fund
WisdomTree MidCap Earnings Fund
WisdomTree SmallCap Earnings Fund
WisdomTree Earnings Top 100 Fund
WisdomTree Low P/E Fund

INTERNATIONAL EQUITY FUNDS

WisdomTree DEFA Fund
WisdomTree DEFA 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 Dividend Top 100 Fund WisdomTree International LargeCap Fund WisdomTree International MidCap Fund
WisdomTree International SmallCap Fund
WisdomTree International Real Estate Fund WisdomTree Emerging Markets High-Yielding Equity Fund WisdomTree Emerging Markets SmallCap Dividend Fund WisdomTree India Earnings Fund

INTERNATIONAL SECTOR FUNDS

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

CURRENCY FUNDS
WisdomTree U.S. Current Income Fund
WisdomTree U.S. Government Current Income Fund WisdomTree Dreyfus Australian Dollar Fund WisdomTree Dreyfus Brazilian Real Fund
WisdomTree Dreyfus British Pound Sterling Fund WisdomTree Dreyfus Canadian Dollar Fund
WisdomTree Dreyfus Chinese Yuan Fund
WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund
WisdomTree Dreyfus Japanese Yen Fund
WisdomTree Dreyfus New Zealand Dollar Fund WisdomTree Dreyfus South African Rand Fund WisdomTree Dreyfus South Korean Won Fund WisdomTree Dreyfus Developing Markets Fund

Exhibit (h)(4)

SCHEDULE A
TO
TRANSFER AGENCY AND SERVICES AGREEMENT
As of March 25, 2008

DOMESTIC DIVIDEND FUNDS

WisdomTree Total Dividend
WisdomTree Dividend Top 100
WisdomTree High-Yielding Equity
WisdomTree LargeCap Dividend
WisdomTree MidCap Dividend
WisdomTree SmallCap Dividend

EARNINGS WEIGHTED FUNDS

WisdomTree Total Earnings Fund
WisdomTree Earnings 500 Fund
WisdomTree MidCap Earnings Fund
WisdomTree SmallCap Earnings Fund
WisdomTree Earnings Top 100 Fund
WisdomTree Low P/E Fund

INTERNATIONAL EQUITY FUNDS

WisdomTree DEFA Fund
WisdomTree DEFA 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 Dividend Top 100 Fund WisdomTree International LargeCap Fund WisdomTree International MidCap Fund
WisdomTree International SmallCap Fund
WisdomTree International Real Estate Fund WisdomTree Emerging Markets High-Yielding Equity Fund WisdomTree Emerging Markets SmallCap Dividend Fund WisdomTree India Earnings Fund

INTERNATIONAL SECTOR FUNDS

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

DOMESTIC DIVIDEND FUNDS

WisdomTree Total Dividend
WisdomTree Dividend Top 100
WisdomTree High-Yielding Equity
WisdomTree LargeCap Dividend
WisdomTree MidCap Dividend
WisdomTree SmallCap Dividend

EARNINGS WEIGHTED FUNDS

WisdomTree Total Earnings Fund
WisdomTree Earnings 500 Fund
WisdomTree MidCap Earnings Fund
WisdomTree SmallCap Earnings Fund
WisdomTree Earnings Top 100 Fund
WisdomTree Low P/E Fund

INTERNATIONAL EQUITY FUNDS

WisdomTree DEFA Fund
WisdomTree DEFA 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 Dividend Top 100 Fund WisdomTree International LargeCap Fund WisdomTree International MidCap Fund
WisdomTree International SmallCap Fund
WisdomTree International Real Estate Fund WisdomTree Emerging Markets High-Yielding Equity Fund WisdomTree Emerging Markets SmallCap Dividend Fund WisdomTree India Earnings Fund

INTERNATIONAL SECTOR FUNDS

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

CURRENCY FUNDS
WisdomTree U.S. Current Income Fund
WisdomTree U.S. Government Current Income Fund WisdomTree Dreyfus Australian Dollar Fund WisdomTree Dreyfus Brazilian Real Fund
WisdomTree Dreyfus British Pound Sterling Fund WisdomTree Dreyfus Canadian Dollar Fund
WisdomTree Dreyfus Chinese Yuan Fund
WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund
WisdomTree Dreyfus Japanese Yen Fund
WisdomTree Dreyfus New Zealand Dollar Fund WisdomTree Dreyfus South African Rand Fund WisdomTree Dreyfus South Korean Won Fund WisdomTree Dreyfus Developing Markets Fund

EXHIBIT A

1. Licensed Benchmarks

Domestic Dividend Indexes
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

Earnings Weighted Indexes
WisdomTree Total Earnings Index
WisdomTree Earnings 500 Index
WisdomTree MidCap Earnings Index
WisdomTree SmallCap Earnings Index WisdomTree Earnings Top 100 Index
WisdomTree Low P/E Index

International Dividend Indexes
WisdomTree DEFA(SM) Index
WisdomTree DEFA 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 Real Estate Index WisdomTree Emerging Markets High-Yielding Equity Index WisdomTree Emerging Markets SmallCap Dividend Index WisdomTree India Earnings Index

International Sector Indexes
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 DEFA
Dividend Stream

As of March 25, 2008

CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT

EXHIBIT C

AMENDED as of March 25, 2008

Portfolios of the Trust

Domestic Equity Funds
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

Earnings Weighted Funds
WisdomTree Total Earnings Fund
WisdomTree Earnings 500 Fund
WisdomTree MidCap Earnings Fund
WisdomTree SmallCap Earnings Fund
WisdomTree Earnings Top 100 Fund
WisdomTree Low P/E Fund

International Equity Funds
WisdomTree DIEFA Index Fund
WisdomTree DIEFA High-Yielding Equity Fund WisdomTree Europe Total Dividend Fund
WisdomTree Europe High-Yielding Equity Index 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 Index 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 Real Estate Fund WisdomTree Emerging Markets High Yielding Equity Fund WisdomTree Emerging Markets SmallCap Dividend Fund WisdomTree India Earnings Fund

International Sector Funds
WisdomTree International Basic Materials Sector Fund WisdomTree International Communications Sector Fund WisdomTree International Consumer Cyclical Sector Fund WisdomTree Interaational 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

CURRENCY FUNDS
WisdomTree U.S. Current Income Fund
WisdomTree U.S. Government Current Income Fund WisdomTree Dreyfus Australian Dollar Fund WisdomTree Dreyfus Brazilian Real Fund
WisdomTree Dreyfus British Pound Sterling Fund WisdomTree Dreyfus Canadian Dollar Fund
WisdomTree Dreyfus Chinese Yuan Fund
WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund
WisdomTree Dreyfus Japanese Yen Fund
WisdomTree Dreyfus New Zealand Dollar Fund WisdomTree Dreyfus South African Rand Fund WisdomTree Dreyfus South Korean Won Fund WisdomTree Dreyfus Developing Markets Fund

Total Number of Funds: 54

Exhibit (i)

[Ropes & Gray LLP Letterhead]

April 4, 2008

WisdomTree Trust
380 Madison Avenue, 21st Floor
New York, NY 10017

Ladies and Gentlemen:

You have informed us that you intend to file a Rule 485(b) Post-Effective Amendment (the "Amendment") to your Registration Statement under the Securities Act of 1933, as amended, with the Securities and Exchange Commission for the purpose of establishing Shares of WisdomTree U.S. Current Income Fund, WisdomTree U.S. Government Current Income Fund, WisdomTree Dreyfus Australian Dollar Fund, WisdomTree Dreyfus Brazilian Real Fund, WisdomTree Dreyfus British Pound Sterling Fund, WisdomTree Dreyfus Canadian Dollar Fund, WisdomTree Dreyfus Chinese Yuan Fund, WisdomTree Dreyfus Euro Fund, WisdomTree Dreyfus Indian Rupee Fund, WisdomTree Dreyfus Japanese Yen Fund, WisdomTree Dreyfus New Zealand Dollar Fund, WisdomTree Dreyfus South African Rand Fund, WisdomTree Dreyfus South Korean Won Fund and WisdomTree Dreyfus Developing Markets Fund.

We have examined your Trust Instrument as amended to date and, as on file in the office of the Secretary of the State of Delaware, the Certificate of Trust. We are familiar with the actions taken by your Trustees to authorize the issuance and sale from time to time of your shares of beneficial interest ("Shares") at not less than the public offering price of such shares and have assumed that the Shares will be issued and sold in accordance with such action pursuant to an effective registration statement. We have also examined a copy of your By-laws and such other documents as we have deemed necessary for the purposes of this opinion.

Based upon the foregoing, we are of the opinion that the Shares being registered have been duly authorized and when the Shares are issued and sold the Shares will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Amendment.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

[LOGO]

THE BANK OF NEW YORK MELLON

Personal Securities Trading Policy

November 2007

Topic                                                                                               Page(s)
Chief Executive Officer's Letter                                                                        1
Introduction                                                                                            2
Your Compliance is Required                                                                             3
Getting Help and Reporting Violations                                                                4 - 5
Classification of Employees                                                                          6 - 7
General Standards of Conduct                                                                         8 - 15
   Your Responsibility                                                                                  8
   Approved Broker-Dealers                                                                              8
   Clients Interests                                                                                    8
   Fiduciary Duties                                                                                     8
   Protecting Material Nonpublic Information and Compliance with Securities Laws                     8 - 10
   Dealing in Funds                                                                                    10
   When You Trade in Company Securities                                                             11 - 13
      General Restrictions                                                                             11
      Restrictions on Pre-Release Earnings Group                                                       11
      Company 401(k) Plan                                                                              12
      Company Employee Stock Options                                                                   12
      Company Employee Stock Purchase Plan (ESPP)                                                      13
      Company Restricted Stock                                                                         13
   When You Trade in Non-Company Securities                                                         14 - 15
      General Restrictions                                                                             14
      Initial Public Offerings                                                                         14
      Private Placements                                                                               15
Additional Rules for ADM and Investment Employees                                                   16 - 22
   Summary of Requirements                                                                             16
   Report Securities Accounts and Holdings, including Proprietary Funds                                17
   Report Transactions and Update Holdings on a Quarterly Basis                                        18
   Obtain Preclearance Prior to Initiating a Transaction, including Proprietary Fund Trades         18 - 19
   Avoid Short-Term Trading                                                                            20
   Additional Requirements for ADM Employees                                                        20 - 22
      Submit a Special Purpose ADM Quarterly Securities Report                                         20
      Submit a Contemporaneous Disclosures                                                          20 - 21
      Restrictions for ADMs who are Portfolio Managers ("7 Day Blackout Period")                       21
      Requirements for ADMs who are MCADMs (Transactions & Holdings in Micro-Cap Securities)           22
Additional Rules for Insider Risk Employees                                                         23 - 25
   Summary of Requirements                                                                             23
   Report Securities Accounts, Holdings and Transactions                                            23 - 24
   Update Securities Holdings                                                                          24
   Obtain Preclearance Prior to Initiating a Securities Transaction                                    25
Additional Rules for Other Employees                                                                   26
   Dealing in Company securities (outside of Company employee benefit programs)                        26
   Credit or Advisory Relationship                                                                     26
   Reporting Securities Holdings and Transactions                                                      26
Supplemental Information                                                                            27 - 28
   Employees' Financial Information                                                                    27
   Restricted List                                                                                     27
   Standards For Preclearance of De Minimis Transactions                                            27 - 28
Glossary Definitions                                                                                29 - 34

Dear Fellow Employee:

It is critical that you take the time to fully understand the attached Personal Securities Trading Policy. And be sure to consult with it whenever you are unsure about appropriate activity concerning your investments. We are all accountable for following the procedures and respecting the limitations placed on our personal investments as described in the Policy. This policy has been developed to comply with regulations and demonstrate our commitment to the highest ethical business standards - no small thing.

Why is it so important? Our reputation is at stake. We have many opportunities to grow and strengthen our Company. But we must deal effectively with the inherent risk that comes with managing an expanding, complex global operation. Building a reputation of integrity takes the hard work of many people over many years. But reputations are fragile and can be damaged by just one person making a poor decision. So every employee must accept personal responsibility for our good reputation and work each day to maintain it.

I want to stress the importance of ensuring that all our personal investments are free from conflicts of interest and in full compliance with the laws and regulations of all jurisdictions in which we do business.

We must conduct the Company's business honorably at all times. That principle is implicit in our shared values of Client Focus, Trust, Teamwork and Outperformance - and it is central to our reputation. As the worldwide leader in asset management and securities servicing, we have special responsibility to preserve the integrity and credibility of our industry.

I know I can count on you to adhere to this vital policy.

/s/ Bob Kelly

Bob Kelly
Chief Executive Officer

Purpose of the Policy

The Personal Securities Trading Policy (the Policy) is designed to reinforce The Bank of New York Mellon Corporation's (the Company's) reputation for integrity by avoiding even the appearance of impropriety in the conduct of Company business. The Policy sets forth procedures and limitations which govern the personal securities transactions of every employee.

The Company and its employees are subject to certain laws and regulations governing personal securities trading, including the securities laws of various jurisdictions. The Company expects its employees to adhere to such laws and has developed this Policy to promote the highest standards of behavior and ensure compliance with applicable laws.

Policy Administration

The Policy is developed, interpreted, and administered by the Ethics Office. Amendments or waivers may only be granted at the discretion of the Manager of the Ethics Office. Any waiver or exemption will be official only if evidenced in writing. All waivers or exemptions will be maintained in the Ethics Office. The Company formed an Investment Ethics Council (IEC), which is composed of investment, legal, risk management, compliance and ethics representatives of the Company and its affiliates. The IEC will provide interpretive guidance to the Ethics Office and will specifically oversee the personal trading activities of employees designated as Access Decision Makers (ADMs). The IEC will meet periodically to consider issues related to personal securities trading and investment activity by ADMs.

General Covered Activities

All employees of the Company and its subsidiaries that are more than 50% owned by the Company are subject to this Policy. This includes all full-time, part-time, benefited and non-benefited, exempt and non-exempt employees. The Policy's applicability to consultants and contract or temporary employees (including interns) will be determined on a case-by-case basis (see section titled "Classification of Employees - Consultants, Independent Contractors and Temporary Employees" for a more detailed discussion).

The provisions of the Policy have worldwide applicability and cover trading in any part of the world. Employees are also subject to applicable laws of jurisdictions in those countries in which they conduct business. To the extent any particular portion of the Policy is inconsistent with, or in particular less restrictive than such laws, employees should consult the General Counsel or the Manager of the Ethics Office.

This Policy covers the personal trading activities of all employees in their own accounts and in accounts in which they have indirect ownership. Employees are reminded that various securities laws attribute ownership to anyone who has the opportunity, directly or indirectly, to share in any profits from a transaction in those securities. This means employees will be held to full compliance for trading that occurs in accounts not owned directly by the employee, but deemed to be indirectly owned.

While employees should consult the Glossary for a complete definition of the terms "security" and "indirect ownership", in general they mean:

o security - any investment that represents an ownership stake or debt stake in a company or government. While the Policy provides for exemptions for certain securities, all securities are covered unless expressly exempt from reporting or preclearance.

o indirect ownership - you are presumed to have indirect ownership of accounts held by members of your family with whom you share a household. This includes your spouse, your children, and any other family member in your home. Generally, you are deemed to be the indirect owner of securities if you have the opportunity to directly or indirectly share, at any time, in profits derived from transactions in such securities. Employees are strongly urged to carefully review the definition of indirect ownership in the Glossary as securities held in trusts and partnerships may be covered by this Policy.

Employees should be aware that they may be held personally liable for any improper or illegal acts committed during the course of their employment and that "ignorance of the law" is not a defense. Employees may be subject to civil penalties such as fines, regulatory sanctions including suspensions, as well as criminal penalties.

Employees must read the Policy and must comply with it - in this regard, employees should comply with the spirit of the Policy as well as the strict letter of its provisions. Failure to comply with the Policy may result in the imposition of serious sanctions, including, but not limited to, disgorgement of profits, cancellation of trades, selling of positions, suspension of personal trading privileges, dismissal, substantial personal liability and referral to law enforcement agencies or other regulatory agencies.

Employees must also comply with the Company's Code of Conduct and Interpretive Guidance, which addresses compliance with laws, conflicts of interest, respecting confidential information and other ethical issues.

The Company will provide all employees with copies of the Policy and all amendments. This may be through on-line access. Periodically, you may be required to acknowledge your receipt of the Policy and any amendments. This may be through on-line certification.

Getting Help

If you have a question about the Policy please contact the:

Securities Trading Policy Help Line

Telephone:

o North America 1-800-963-5191

o Outside of North America, dial your international access code, then 1-800-963-51912

Email: securitiestradingpolicyhelp@bnymellon.com

Reporting Violations

The Company wants to hear from you. If you want to report a concern regarding ethical business conduct, or if you want to report a violation of this Policy, the Company's Code of Conduct and Interpretive Guidance or related Company policies, or if you want to report a concern regarding ethical business conduct, please contact the Ethics Office. Known violations of the Policy must be reported and either the Ethics Help Line or the Ethics Hot Line (Ethics Point) may be used for this purpose. Below is the relevant contact information.

Ethics Help Line - This line is answered by Ethics Office staff and contacts may be anonymous. You can reach the Ethics Help Line by:

Telephone:

o Asia (except Japan): 001-800-710-63562

o Australia: 0011-800-710-63562

o Brazil: 0800-891-3813

o Europe: 00-800-710-63562

o Japan: appropriate international access code + 800-710-63562
(Access codes are: 0061010, 001010, 0041010 or 0033010)

o United States and Canada: 1-888-635-5662

o All other locations: call collect to 412-236-7519

Email: ethics@bnymellon.com

Mail: The Bank of New York Mellon Corporation's Ethics Office P.O.

Box 535026 Pittsburgh, PA 15253-5026 - USA

Reporting Violations - continued

Ethics Hot Line (EthicsPoint) - If you are uncomfortable contacting the Company directly, you can contact EthicsPoint, an independent hotline administrator, as an alternative channel to raise your concerns. All contacts may be anonymous. You can reach the Ethics Hot Line (Ethics Point) by:

Telephone: Dial the AT&T Direct Access Number noted below assigned to your carrier (if one is needed). Then, at the voice prompt or AT&T Operator request, enter the toll free Ethics Hot Line number. There is no need to dial a "1" before the toll-free number outside the U.S. and Canada.

Ethics Hot Line (Ethics Point) number: 866-294-4696

AT&T Direct Access Numbers:

o Australia: (carrier: Telstra) 1-800-881-011; (carrier: Optus) 1-800-551-155

o Brazil: 0-800-890-0288

o Canada: No Direct Access Code needed

o Hong Kong: (carrier: Hong Kong Telephone) 800-96-1111; (carrier: New World Telephone) 800-93-2266

o India: 000-117

o Ireland: 1-800-550-000; (Universal International Freephone Number) 00-800-222-55288

o Japan: (carrier: IDC) 00 665-5111; (carrier: JT) 00 441-1111; (carrier: KDDI) 00 539-111

o Singapore: (carrier: Sing Tel) 800-011-1111; (carrier:

StarHub) 800-001-0001

o United Kingdom: (carrier: British Telecom) 0-800-89-0011; (carrier: C&W) 0-500-89-0011; (carrier: NTL) 0-800-013-0011

o United States: No Direct Access Code needed

Web:

o File a Report online using the Ethics Hot Line (Ethics Point) (this web page is hosted on EthicsPoint's secure servers and is not part of the Company's web site or intranet).

o Visit EthicsPoint at http://www.ethicspoint.com

Mail: EthicsPoint, Inc, 13221 SW 68th Parkway, Suite 120 Portland,
OR 97223 USA

The Policy imposes different requirements and limitations on employees based on the nature of their activities for the Company, therefore, each employee will be assigned a classification. Classification assignments are the responsibility of sector/function-level compliance and business management, in consultation with the Ethics Office. Employees will be designated into one of the following classifications:

o Access Decision Maker

o Investment Employee

o Insider Risk Employee

o Other Employee

It is the responsibility of each manager to communicate an employee's classification and an employee's obligation to confirm their classification with their manager, Compliance Officer or the Ethics Office.

Access Decision Maker (ADM) and Micro-Cap Access Decision Maker (MCADM)

Generally, employees are considered ADMs if they are Portfolio Managers or Research Analysts and make recommendations or decisions regarding the purchase or sale of equity, convertible debt, and non-investment grade debt securities for mutual funds and other managed accounts. The IEC must designate all persons classified as ADMs. The following employees are generally not ADMs:

o Traders

o Portfolio Managers of funds which are limited to replicating an index

Micro-Cap ADMs (MCADMs) - MCADMs are a subset of ADMs who make recommendations or decisions regarding the purchase or sale of any security of an issuer with a low common equity market capitalization. The following market capitalization thresholds should be followed when determining whether or not an ADM should be considered a MCADM:

o United States - market capitalization is equal to or less than $250 million

o United Kingdom - market capitalization is equal to or less than (pound)150 million

o Japan - market capitalization is equal to or less than
(yen)20 billion

o Brazil - market capitalization is equal to or less than R$10 million

Investment Employee

You are considered to be an Investment Employee if, in the normal conduct of your job responsibilities, you have access (or are likely to be perceived to have access) to nonpublic information regarding any advisory client's purchase or sale of securities or nonpublic information regarding the portfolio holdings of any Proprietary Fund, or are involved in making securities recommendations to advisory clients or have access to such recommendations before they are public.

This will typically include employees in the Asset Management and Wealth Management businesses, such as:

o certain employees in fiduciary securities sales and trading, investment management and advisory services, investment research and various trust or fiduciary functions; an employee of a Company entity regulated by certain investment company laws. Examples are:

- in the U.S., includes employees who are "advisory persons" or "access persons" under Rule 17j-1 of the Investment Company Act of 1940 or "access persons" under Rule 204A-1 of the Investment Advisers Act of 1940

- in the U.K., includes employees in companies undertaking specified activities under the Financial Services and Markets Act 2000 (Regulated Activities), Order 2001 and therefore regulated by the Financial Services Authority

o any member of the Company's Operating Committee who, as part of his/her usual duties, has management responsibility for fiduciary activities or routinely has access to information about advisory clients' securities transactions.

Insider Risk Employee

You are considered to be an Insider Risk Employee if, in the normal conduct of your job responsibilities, you are likely to receive or be perceived to possess or receive, material nonpublic information concerning Company clients. All members of the Operating Committee who are not otherwise classified as Investment Employees will be classified as Insider Risk Employees.

Other Employee

You are considered to be an Other Employee if you are an employee of the Company or any of its direct or indirect subsidiaries who is not an Insider Risk Employee, Investment Employee, or an ADM.

Consultants, Independent Contractors and Temporary Employees

Managers should inform consultants, independent contractors and temporary employees of the general provisions of the Policy (such as the prohibition on trading while in possession of material nonpublic information). Whether or not a consultant, independent contractor or temporary employee will be required to preclear trades or report their personal securities holdings will be determined on a case-by-case basis. If one of these persons would be considered an Insider Risk Employee, Investment Employee or ADM if he/she were a Company employee, the person's manager should advise the Ethics Office and the Compliance Officer who will determine whether such individual should be subject to the preclearance and reporting requirements of the Policy.

The General Standards of Conduct below apply to all employees of the Company. In addition to these standards, employees must refer to the specific section for their classification under this Policy and follow those additional requirements.

Your Responsibility

Every employee must follow the General Standards of Conduct set forth in this Policy or risk serious sanctions, including dismissal. If you have any questions about these standards, you should consult the Ethics Office or your Compliance Officer. Interpretive issues that arise under these standards shall be decided by, and are subject to the discretion of, the Manager of the Ethics Office.

Approved Broker-Dealers

U.S. based employees who are required by this Policy to report their securities accounts, securities holdings or preclear securities transactions will be required to maintain brokerage accounts at specific broker-dealers that have been approved by the Company. Employees should refer to MySource to obtain the current list of approved broker-dealers. Any exceptions to this requirement must be approved, in writing, by the Ethics Office.

Clients Interests

No employee may engage in or recommend any securities transaction that places, or appears to place, his or her own interests above those of any client to whom financial services are rendered, including mutual funds and managed accounts, or above the interests of the Company and its clients. Trading for clients and Company accounts should always take precedence over employees' transactions for their own or related accounts.

Fiduciary Duties

The Company and its employees owe fiduciary duties to certain clients. Every employee must be mindful of these fiduciary duties, must use his or her best efforts to fulfill them and must promptly report to the Ethics Office and their Compliance Officer any failure by any Company employee to fulfill them.

Protecting Material Nonpublic Information and Compliance with Securities Laws

In carrying out their job responsibilities, employees must, at a minimum, comply with all applicable legal requirements, including applicable securities laws. As an employee you may receive information about the Company, its clients and other parties that, for various reasons, should be treated as confidential. All employees are expected to strictly comply with measures necessary to preserve the confidentiality of information. Employees should refer to the Company's Code of Conduct and Interpretive Guidance for additional guidance. Employees are not permitted to divulge the current portfolio positions, pending changes of a portfolio manager, current or anticipated portfolio transactions, or programs or studies, of the Company or any Company client to anyone unless it is properly within their job responsibilities to do so.

Protecting Material Nonpublic Information

No employee may engage in or recommend a securities transaction, for his or her own benefit or for the benefit of others, including the Company or its clients, while in possession of material nonpublic information regarding such securities or the issuer of such securities. No employee may pass material nonpublic information to others unless it is properly within his or her job responsibilities to do so. These prohibitions remain in effect until the information has become public.

Protecting Material Nonpublic Information and Compliance with Securities Laws - continued

The Company's Policy on Material Nonpublic Information

General Policy - securities laws generally prohibit the trading of securities while in possession of "material nonpublic" information regarding the issuer of those securities (insider trading). Any person who passes along material nonpublic information upon which a trade is based (tipping) may also be liable. Employees who possess material nonpublic information about an issuer of securities (whether that issuer is the Company, another Company entity, a client or supplier, any fund or other issuer) may not trade in that issuer's securities, either for their own accounts or for any account over which they exercise investment discretion. Following are guidelines to determine when information is nonpublic or material.

Nonpublic - information about an issuer is "nonpublic" if it is not generally available to the investing public. Information received under circumstances indicating that it is not yet in general circulation and which may be attributable, directly or indirectly, to the issuer or its insiders is likely to be deemed nonpublic information. Most companies announce material information through a press release, a regulatory filing, and/or a posting on the company's website. So, if you have determined the information to be material but there is no announcement of it in any of these sources, it is likely to be non-public.

Material Information - information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, sell or hold securities. Obviously, information that would affect the market price of a security (price sensitive information) would be material. Examples of information that might be material include:

o proposals/agreements for a merger, acquisition or divestiture, or sale/purchase of substantial assets

o tender offers (for both the party making the offer as well as for the issuer for which the offer is made)

o extraordinary dividend declarations or changes in the dividend rate

o extraordinary borrowings or liquidity problems

o defaults under agreements or actions by creditors, clients or suppliers relating to a company's credit standing

o earnings and other financial information, such as significant restatements, large or unusual write-offs, write-downs, profits or losses

o pending discoveries or developments, such as new products, sources of materials, patents, processes, inventions or discoveries of mineral deposits

o proposals/agreements concerning a financial restructuring

o proposals to issue/redeem securities, or a development with respect to a pending issuance or redemption of securities

o significant expansion or contraction of operations

o information about major contracts or increases/decreases in orders

o the institution of, or a development in, litigation or a regulatory proceeding

o developments regarding a company's senior management

o information about a company received from a director of that company

o information regarding possible noncompliance with environmental protection laws

o information that is inconsistent with published information, such as regulatory reports or press releases

o extraordinary shareholder proposals

o information regarding major labor developments, including collective bargaining agreements

o developments regarding pension plans or other employee benefit plans

o a change in a fund's investment objective, investment adviser, sub adviser, or portfolio manager (unless the portfolio manager is for a money market fund, an index fund or a model-driven fund)

The list above is not exhaustive. All relevant circumstances must be considered when determining whether an item of information is material. Employees should always err on the side of caution and consider information material or nonpublic when there is doubt. Questions on material nonpublic information, or specific information that might be subject to it, should be referred to the General Counsel's Office.

Protecting Material Nonpublic Information and Compliance with Securities Laws - continued

The Company's Policy on Material Nonpublic Information - continued

Fact vs. Opinion - generally, only facts can constitute material nonpublic information. Rumors, speculation and opinions cannot. However, opinions can constitute material nonpublic information if (i) they are based upon material nonpublic information (such as the Company's internal credit ratings) or (ii) the opinion itself can move the market price of the issuer's securities (such as a devastating Wall Street Journal article that has not yet been published).

Consultants, Contractors and Temporary Workers - employees managing the work of consultants, contractors and temporary employees who have access to the types of confidential information described in the Policy are responsible for ensuring that consultants and temporary employees are aware of the Company's policy and the consequences of noncompliance.

Restrictions on the Flow of Information Within the Company ("The Securities Firewall")

General Policy - as a diversified financial services organization, the Company faces unique challenges in complying with the prohibitions on insider trading and tipping of material nonpublic information and misuse of confidential information. This is because one Company unit might have material nonpublic information about an issuer while other Company units may have a desire, or even a fiduciary duty, to buy or sell that issuer's securities or recommend such purchases or sales to clients.

To engage in such broad-ranging financial services activities without violating laws or breaching the Company's fiduciary duties, the Company has established a "Securities Firewall" policy applicable to all employees. The "Securities Firewall" separates the Company units or individuals that are likely to receive material nonpublic information (potential Insider Risk functions) from the Company units or individuals that either trade in securities, for the Company's account or for the accounts of others, or provide investment advice (Investment functions). The Securities Firewall policy also requires any employee who believes he or she may have received potential material nonpublic information to immediately contact a Firewall Officer before doing anything else (i.e. before telling anyone else the information or acting upon it in any way). Employees should refer to Policy II-A-060, Securities Firewalls for additional details.

Special Caution For Employees Who Have Investment Responsibilities: Care should be taken to avoid receiving material nonpublic information, as doing so could create severe limitations on your ability to carry out your responsibilities to the Company's fiduciary clients.

Dealing in Funds

The Company's role as an adviser and servicer to investment funds imposes upon it special duties to preserve the integrity and credibility of the fund industry. Employees should not knowingly participate in or facilitate late trading, market timing or any other activity with respect to any fund in violation of applicable law or the provisions of the fund's disclosure documents. These restrictions include funds held within employee benefit plans (such as 401(k)) and other types of accounts established for retirement purposes.

Reminder: Employees classified as ADMs and Investment Employees have further restrictions when dealing in Proprietary Funds (see specific rules for these classifications).

When You Trade in Company Securities

General Restrictions

All employees who trade in Company securities should be aware of their unique responsibilities as an employee of the Company and should be sensitive to even the appearance of impropriety. The following restrictions apply to all transactions in the Company's publicly traded securities owned both directly and indirectly. These restrictions are to be followed in addition to any restrictions that apply to employees who are identified as having access to the Company's pre-release earnings (see section titled Restrictions on Pre-Release Earnings Group for further information).

o Short Sales - short sales of Company securities by employees are prohibited.

o Short-Term Trading - employees are prohibited from purchasing and selling, or from selling and purchasing, Company securities within any 60 calendar day period. NOTE: In addition to any other sanctions, employees will be required to disgorge any profits realized on such short-term trades in accordance with procedures established by senior management.

o Margin Transactions - purchases on margin of the Company's publicly traded securities by employees is prohibited. Margining Company securities in connection with a cashless exercise of an employee stock option through the Human Resources Department is exempt from this restriction. Further, Company securities may be used to collateralize loans for non-securities purposes or for the acquisition of securities other than those issued by the Company.

o Option Transactions - option transactions involving the Company's publicly traded securities are prohibited. Transactions under the Company's Long-Term Incentive Plan or other employee option plans are exempt from this restriction.

o Major Company Events - employees who have knowledge of major Company events that have not yet been announced are prohibited from buying or selling the Company's publicly traded securities before such public announcements, even if the employee believes the event does not constitute material nonpublic information.

Restrictions on Pre-Release Earnings Group

Every quarter, the Company imposes a restriction on employees who have access to inside information with respect to the Company's financial results (referred to as "Pre-Release Earnings Group"). Employees subject to pre-release earnings restrictions are prohibited from trading the Company's securities prior to the Company's public earnings announcement. The Pre-Release Earnings Group consists of:

o All members of the Company's Operating Committee

o Any individual determined by the Company's Corporate Finance Department to be a member of the group

Each restricted period will begin at 12:01AM, Eastern Time, on the 15th day of the month preceding the end of each calendar quarter and will end on the 2nd trading day after the public announcement of the Company's earnings for that quarter. Therefore, if earnings are released on a Wednesday, the Pre-Release Earnings Group cannot trade the Company's securities until Friday. Non-trading days, such as weekends or holidays, are not counted as part of the restricted period.

Employees who continue to be in possession of inside information at the end of a restricted period may not trade until such information is either publicly disclosed or is no longer material. From time to time, however, the restricted period may be extended for some, or all, members of the group at the discretion of the Company.

When You Trade in Company Securities - continued

Company 401(k) Plan

Actions regarding your interest in Company Stock under the Company's 401(k) Plan are treated as follows:

Elections regarding future contributions to Company Stock are not deemed to be transactions in Company Stock and therefore are not subject to preclearance and reporting requirements or to the short-term trading prohibition.

Payroll deduction contributions to Company Stock are deemed to be done pursuant to an automatic investment plan. They are not subject to preclearance and reporting requirements or to the short-term trading prohibition.

Movements of balances into or out of Company Stock are not subject to preclearance but are deemed to be purchases or sales of Company Stock for purposes of the short-term trading prohibition. This means employees are prohibited from increasing their existing account balance allocation to Company Stock and then decreasing it within 60 calendar days. Similarly, employees are prohibited from decreasing their existing account balance allocation to Company Stock and then increasing it within 60 calendar days. However changes to existing account balance allocations in the 401(k) plan will not be compared to transactions in Company securities outside the 401(k) for purposes of the short-term trading prohibition. Any profits realized on short-term trading in Company Stock in the 401(k) will not have to be disgorged. (Note: This does not apply to members of the Company's Operating Committee, who must consult with the Legal Department.)

Company Employee Stock Options

Receipt or Exercise of an employee stock option from the Company is exempt from the reporting and preclearance requirements and does not constitute a purchase or sale for the purpose of the 60 calendar day prohibition.

Sales - The sale of the Company securities that were received in the exercise of an employee stock option is treated like any other sale under the Policy, regardless of how little time has elapsed between the option exercise and the sale. Thus, such sales are subject to the reporting requirements and are considered sales for purposes of the 60 calendar day prohibition. Insider Risk, Investment and ADM employees must preclear such sales.

NOTE: The exercise of an employee stock option that is part of a "cashless exercise for cash" is exempt from the preclearance and reporting requirements and will not be considered a purchase or sale for purposes of the short term trading prohibition.

When You Trade in Company Securities - continued

Company Employee Stock Purchase Plan (ESPP)

Enrollment and Changing Salary Withholding Percentages in the ESPP are exempt from preclearance and reporting requirements and do not constitute a purchase for purposes of the 60 calendar day prohibition.

Selling Shares Held in the ESPP - Employees are not required to preclear or report sales of stock held in the ESPP, including shares acquired upon reinvestment of dividends. However, sale of stock held in the ESPP is considered a sale for purposes of the 60 calendar day prohibition and will be compared to transactions in Company securities outside of the ESPP.

Selling Shares Previously Withdrawn - The sale of the Company securities that were received as a withdrawal from the ESPP is treated like any other sale under the Policy, regardless of how little time has elapsed between the withdrawal and the sale. Thus, such sales are subject to the reporting requirements and are considered sales for purposes of the 60 calendar day prohibition. Insider Risk, Investment and ADM employees must preclear such sales.

Company Restricted Stock

Receipt of an award of Company Restricted Stock is exempt from the reporting and preclearance requirements and does not constitute a purchase or sale for purposes of the 60 calendar day prohibition.

Vesting of an award of Company Restricted Stock is exempt from the preclearance requirement and does not constitute a purchase or sale for purposes of the 60 calendar day prohibition. However, since the shares are no longer restricted after they vest, the Policy requires Insider Risk, Investment and ADM employees to report their holdings of these shares.

Sales - The sale (through Company-approved procedures) of a portion of the Company stock received in a restricted stock award at the time of vesting in order to pay for tax withholding is exempt from the preclearance requirement, and does not constitute a purchase or sale for purposes of the 60 calendar day prohibition. The number of shares reported pursuant to the preceding paragraph should be the net number remaining after the sale. All other sales of Company stock received in a restricted stock award are treated like any other sale under the Policy. Thus, such sales are subject to the reporting requirements and are considered sales for purposes of the 60 calendar day prohibition. Insider Risk, Investment and ADM employees must preclear such sales.

When You Trade in Non- Company Securities

When employees buy or sell securities of issuers with which the Company does business, or other third-party issuers, liability could result on the part of such employee. Every employee must be sensitive to even the appearance of impropriety in connection with their personal securities transactions, including those owned indirectly. Employees should refer to the Company's Code of Conduct and Interpretive Guidance that contains restrictions on investments employees make with parties that do business with the Company. Additional restrictions are listed below.

General Restrictions

o Excessive Trading - Employees are discouraged from trading at a level that intrudes on their ability to fulfill their job responsibilities.

o Speculative Trading - Employees are discouraged from the type of trading that could distract them from their job duties. Examples could include short-term trading, trading in naked options or other types of speculative trading.

o Front Running - Employees are prohibited from "front running," that is, the purchase or sale of securities for their own or the Company's accounts on the basis of their knowledge of the Company's trading positions or plans or those of the Company's clients.

o Scalping - Employees are prohibited from "scalping," that is, the purchase or sale of securities for clients for the purpose of affecting the value of a security owned or to be acquired by the employee or the Company.

o Spread Betting - Employees are prohibited from "spread betting" (essentially taking bets on securities pricing to reflect market movements) or similar activities as a mechanism for avoiding the restrictions on personal securities trading arising under the provisions of the Policy. Such transactions themselves constitute transactions in securities for the purposes of the Policy and are subject to all of the provisions applicable to other non-exempted transactions.

Initial Public Offerings

Employees are prohibited from acquiring securities through an allocation by the underwriter of an Initial Public Offering (IPO) without prior approval of the Ethics Office (ADM employees must have prior approval from the IEC). Approval can be given only when the allocation comes through an employee of the issuer who is a direct family relation of the Company employee. Approval may not be available to employees of registered broker-dealers due to certain laws and regulations (for example, FINRA rules in the U.S.). If you have any questions as to whether a particular offering constitutes an IPO, consult the Ethics Office before placing the trade.

When You Trade in Non- Company Securities - continued

Private Placements

Acquisition - Employees are prohibited from acquiring any security in a private placement unless they obtain prior written approval. The Ethics Office, Compliance Officer and Operating Committee Member (representing the employee's line of business or department) must all give approval before the investment may proceed. For ADM employees, approval must be given by the IEC. An approval request must be submitted on the "Private Placement: Preliminary Questionnaire" form which can be located on MySource or by sending an email to securitiestradingpolicyhelp@bnymellon.com.

Subsequent Actions - after receipt of the necessary approvals and the acquisition, employees are required to disclose that investment to the Compliance Officer if they participate in any subsequent consideration of credit for the issuer, or of an investment in the issuer for an advised account. The decision to acquire such securities for an advised account will be subject to independent review.

Important information for ADM employees

o Approval considerations - The IEC will generally not approve an acquisition in which any managed fund or account is authorized to invest within the ADM's fund complex. The IEC will take into account the specific facts and circumstances of the request prior to reaching a decision on whether to authorize a private placement investment. These factors include, among other things, whether the opportunity is being offered to an individual by virtue of his or her position with the Company or its affiliates, or his or her relationship to a managed fund or account. ADMs are expected to comply with the IEC's request for any information and/or documentation necessary to satisfy itself that no actual or potential conflict, or appearance of a conflict, exists between the proposed private placement purchase and the interests of any managed fund or account.

o Approval to Continue to Hold Existing Investments
- Within 90 days of being designated an ADM, employees who have holdings of securities obtained in a private placement must request the written authorization of the IEC to continue holding the security.

Summary of Requirements

It is imperative that the Company and its affiliates avoid even the appearance of a conflict between the personal securities trading of its employees and its fiduciary duties to investment companies and managed account clients. These requirements apply to accounts owned directly and indirectly. In addition to the General Standards of Conduct, Investment and ADM employees are required to:

o report securities accounts and holdings, including accounts that hold Proprietary Funds

o report transactions and update holdings in securities and Proprietary Funds on a quarterly basis

o obtain preclearance prior to initiating a securities transaction, including Proprietary Funds (unless expressly exempt)

o avoid short-term trading (this does not apply to short-term transactions in Company securities which are prohibited by policy)

Reminders

Proprietary Funds - are included in the requirements

o A Proprietary Fund is an investment company or collective fund for which a Company subsidiary serves as an investment adviser, sub-adviser or principal underwriter (for purposes of this Policy, Money Market Funds are not Proprietary Funds)

o Indirect interests in Proprietary Funds (such as through a spouse's 401(k) plan or other retirement plan) are subject to the requirements of this Policy

o A list of Proprietary Funds is published on MySource or can be obtained by sending an email to securitiestradingpolicyhelp@bnymellon.com

o Employees must not trade in shares of any Proprietary Fund while in possession of material nonpublic information nor may they pass the information along to others who do not need to know the information in order to carry out their job responsibilities with the Company (refer to the General Standards of Conduct regarding the Company's Policy on Material Nonpublic Information for further information)

Investment Clubs

o Investment clubs are organizations whose members make joint decisions on which securities to buy or sell and securities are generally held in the name of the investment club

o Prior to participating in an Investment Club, employees are required to obtain written permission from the Preclearance Compliance Officer

o Employees who receive permission to participate in an investment club are subject to the requirements of this Policy (including the preclearance provisions)

Additional Requirements for ADM employees

o submit a "Special Purpose ADM Quarterly Securities Report"

o submit "Contemporaneous Disclosures" prior to making or acting upon a portfolio or managed account recommendation

o ADMs who are Portfolio Managers are prohibited from buying or selling a security within 7 calendar days before and after their investment company or managed account has effected a transaction in that security (this restriction does not apply to Portfolio Managers of index funds)

o ADMs who are also MCADMs are required to comply with additional approval and reporting requirements when trading or holding securities of issuers with low common equity market capitalization; this requirement applies to all MCADMs whether they are a Portfolio Manager or a Research Analyst

Your Responsibility - it is an ADMs responsibility to confirm with his or her Preclearance Compliance Officer whether or not he or she is required to comply with the requirements above for Portfolio Managers or MCADMs.

Monitoring for Compliance - The IEC will monitor ADMs' compliance with all provisions of this Policy.

Report Securities Accounts and Holdings, including Proprietary Funds

Account Statements and Trade Confirmations - employees are required to instruct their broker, trust account manager or other entity through which they have a securities or Proprietary Fund account to submit routine statements and trade confirmations directly to the Company. This applies to all accounts owned directly or indirectly and includes any account that has the capability to have reportable securities, including Proprietary Funds, traded within the account. For example, if an account contains only non-proprietary funds or other Exempt Securities, but has the capability to have reportable securities traded in it, the account must be reported and duplicate account statements and trade confirmations must be provided to the Company.

Initial Holdings Report - within 10 calendar days of being designated an Investment Employee or ADM, employees must file an "Initial Holdings Report". The report must be an accurate recording of security accounts and individual holdings of securities within the last 45 calendar days of filing the report. Below is a list of required items that must be reported:

o accounts that may trade securities and/or Proprietary Funds

o securities and Proprietary Funds held in the above accounts

o securities and Proprietary Funds held outside of accounts

Exemption from Reporting Accounts and Holdings - employees are not required to report accounts or holdings for certain security types or accounts (this exemption also applies to transaction reporting). Below are the approved exemptions:

o non-discretionary accounts which are defined as those in which the Ethics Office has deemed to be exempt after a review of the account documents has clearly proven the employee has given total investment discretion to an investment manager and retains no ability to influence specific trades

o Exempt Securities as defined in the Glossary

o accounts that can only hold items that are not securities
(such as bank deposit accounts)

o company stock held in a bona fide employee benefit plan of an organization not affiliated with the Company by an employee of that organization who is a member of the Company employee's immediate family. For example, if an employee's spouse works for a company unrelated to the Company, the employee is not required to report or obtain approval for transactions that his/her spouse makes in the company stock (employer's securities) so long as they are part of an employee benefit plan. This exemption does not apply to the following:

- any plan that allows the employee to buy and sell securities other than those of their employer. Such situations would subject the account to all requirements of this Policy.

- for ADM employees only, the provisions in this Policy regarding "Contemporaneous Disclosures" and the "Special Purpose ADM Quarterly Securities Report", the company owned stock held within a family member's employee benefit plan are subject to the requirements to file a "Contemporaneous Disclosure" and to be included on the "Special Purpose ADM Quarterly Securities Report", as necessary. However the ADM employee is not required to obtain approval for transactions that his/her family member makes in the company stock (employer's securities) nor is the family member's holding of such stock required to be reported on an initial or quarterly holdings report, so long as they are part of an employee benefit plan.

Additional Reminders:

o Reminder for Proprietary Fund Holdings - employees are reminded that if the non-Company employee benefit plan holds Proprietary Funds, these holdings must be reported and are subject to the requirements of this Policy, including the preclearance requirements.

o Unrelated company's responsibility - with respect to the employer's own securities, the unrelated company has primary responsibility for providing adequate supervision with respect to conflicts of interest and compliance with securities laws regarding trading in its own securities under its own employee benefit plans.

Report Transactions and Update Holdings on a Quarterly Basis

Quarterly Reporting of Holdings and Transactions - within 30 calendar days of the end of a calendar quarter, employees are required to file a report of securities transactions, accounts and holdings. The report must contain the following:

o securities transactions, including Proprietary Fund transactions, made throughout the quarter

o current list of securities accounts, including those that hold Proprietary Funds

o updated listing of securities holdings, including Proprietary Funds, both those held within and outside of accounts

o acknowledgement of compliance with the Policy

Reminder when updating holdings - employees are required to provide an update to holdings positions for activity that does not require preclearance (such as gifts, inheritances, corporate actions, receipt of dividends, etc). Such actions that cause an adjustment to the holding in a particular security must be reported as soon as reasonably possible, but no less than quarterly. Certain actions, such as gifts and inheritances, have time deadlines to report the activity and to update holdings. See below for specific requirements.

o Gifts and Inheritances - employees who give (or receive) a gift of securities or receive an inheritance that includes securities (that are not Exempt under this policy) must report the activity to the Company within 10 calendar days. The report must disclose the name of the person receiving (giving) the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable).

o A Note About Gifts - gifts must be "bona fide". This means that the gift of securities must be one where the donor does not receive anything of monetary value in return. An employee who purchases a security with the intention of making a gift is subject to the preclearance requirements described in this Policy.

Obtain Preclearance Prior to Initiating a Transaction, including Proprietary Fund Trades

Prior Preclearance Required - employees must not trade a security, including Proprietary Fund trades, without prior written approval from the Preclearance Compliance Officer (verbal approvals are deemed impermissible). Unless expressly exempt, all securities transactions are covered by this preclearance requirement. Preclearance applies to securities, including Proprietary Funds, held in the employee's name as well as those owned indirectly. The employee will be notified whether or not the request has been approved or denied. If denied, the reason will not be disclosed and employees should not infer from the preclearance response anything regarding the security for which preclearance was requested.

Rules for Preclearance - although requests for preclearance does not obligate an employee to make a trade, preclearance should not be sought for transactions the employee does not intend to make. Employees should not discuss with anyone else, inside or outside the Company, the response they received to a preclearance request. If the employee is preclearing as an indirect owner of another's account, the response may be disclosed to the other owner.

Preclearance Window (or Expiration) - preclearance authorization will expire at the end of the second business day after it is received. The day authorization is granted is considered the first business day. Employees who deal in standard orders to trade at certain prices (sometimes called "limit", "stop-loss", "good-until-cancelled", or "standing buy/sell" orders) are cautioned to be aware that transactions receiving preclearance authorization must be executed before the preclearance expires. At the end of the two-day preclearance authorization period, any unexecuted order must be canceled or a new preclearance authorization must be obtained. If the new preclearance request is denied, the order must be cancelled immediately.

Obtain Preclearance Prior to Initiating a Transaction, including Proprietary Fund Trades - continued

Proprietary Funds - the following requirements apply to transactions in Proprietary Funds:

o Holding Period for Proprietary Funds - employees' holdings in Proprietary Funds are expected to be long-term investments, rather than the result of trading for short-term profit. Therefore, employees must not purchase and redeem, or redeem and purchase, shares of an individual Proprietary Fund within any 60 calendar day period, unless they have the prior approval of the Preclearance Compliance Officer. Unless the transaction is exempt from preclearance (such as those that are part of an automatic investment plan), employees are expected to comply with this holding period requirement.

o The Company's 401(k) Plan, Non Self-Directed Accounts - movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement but are exempt from the general preclearance requirement. In other words, you do not need to preclear every such movement, but must get prior approval from the Preclearance Compliance Officer if the movement is within 60 calendar days of an opposite transaction in shares of the same fund. In lieu of transaction reporting, employees are deemed to consent to the Company obtaining transaction information from Plan records. Such movements must be reflected in holdings reports.

o Company 401(k) Plan, Self-Directed Accounts - are treated like any other Proprietary Fund account. This means that the reporting, preclearance and holding period requirements apply.

Exemptions from Requirement to Preclear - preclearance is not required for the following type of transactions:

o Exempt Securities as defined in the Glossary

o non-financial commodities (such as agricultural futures, metals, oil, gas, etc.), currency futures, financial futures

o in approved non-discretionary accounts, which are accounts in which an employee has no direct or indirect influence or control over the investment decision-making process

o those that are involuntary on the part of an employee (such as stock dividends or sales of fractional shares); however, sales initiated by brokers to satisfy margin calls are not considered involuntary and must be precleared

o sales of Company Stock received upon the exercise of an employee stock option if the sale is part of a "netting of shares" or "cashless exercise" administered through the Human Resources Department

o changes to elections in the Company 401(k) plan, including those made for Proprietary Funds

o enrollment, changes in salary withholding percentages and sales of shares held in the Company Employee Stock Purchase Plan (ESPP); sales of shares previously withdrawn from the ESPP do require preclearance

o movements of balances of Proprietary Funds held within the Company
401(k) Plan so long as the movements do not occur within a 60 day period; this exemption does not apply to Proprietary Funds held within a self-directed account established as part of the Company 401(k) Plan

o the receipt of a Company Restricted Stock award, the vesting of the award, and the sale (through Company-approved procedures) of a portion of the Company Stock received in the award at the time of vesting to pay tax withholding; this exemption does not apply to subsequent sales of vested shares by the employee

o those pursuant to the exercise of rights (purchases or sales) issued by an issuer pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer

o sales effected pursuant to a bona fide tender offer

o those effected pursuant to an automatic investment plan, including payroll deduction contributions for Proprietary Funds

Avoid Short-Term Trading

Employees are discouraged from purchasing and selling, or from selling and purchasing, the same (or equivalent) securities within any 60 calendar day period. Transactions that are exempt from preclearance and transactions in Proprietary Funds will not be considered purchases or sales for purposes of profit disgorgement.

Disgorgement - any profits realized on such short-term trades must be disgorged in accordance with procedures established by senior management. Employees should be aware that for purposes of profit disgorgement, trading in derivatives (such as options) is deemed to be trading in the underlying security. (See the Glossary for an explanation of option transactions.) Therefore, certain investment strategies may be difficult to implement without being subject to profit disgorgement. Furthermore, employees should also be aware that profit disgorgement from 60 calendar day trading may be greater than the economic profit or greater than the profit reported for purposes of income tax reporting.

Additional Requirements for ADM Employees

Submit a Special Purpose ADM Quarterly Securities Report

Requirement - ADMs are required to submit quarterly to the Preclearance Compliance Officer the "Special Purpose ADM Quarterly Securities Report". This report must be submitted within 30 calendar days of each quarter end and includes information on securities and/or transactions owned directly or indirectly.

The report must contain information on:

o securities owned at any time during the quarter which were either recommended for a transaction or in a portfolio managed by the ADM during the quarter

o holdings or transactions in private placements

o holdings in securities with a market capitalization that was equal to or less than:

- in the U.S., $250 million

- in the U.K., (pound)150 million

- in Japan, (yen)20 billion

- in Brazil, R$10 million

A form for completing this report can be obtained from the Preclearance Compliance Officer, MySource or by emailing the Ethics Office at securitiestradingpolicyhelp@bnymellon.com .

Exemption - ADMs need not report any security that is defined as an Exempt Security or is otherwise expressly exempt from preclearance.

Submit Contemporaneous Disclosures

Requirement - prior to making or acting upon a portfolio recommendation in a security owned directly or indirectly by the ADM, written authorization must be obtained - referred to as "contemporaneous disclosure". This disclosure applies to "hold" recommendations as well as buy or sell recommendations. The purpose of disclosure is to confirm that the portfolio recommendation or transaction is not for the purpose of affecting the value of a personal securities holding. "Contemporaneous Disclosure" forms can be obtained from the Preclearance Compliance Officer, MySource, or by emailing the Ethics Office at securitiestradingpolicyhelp@bnymellon.com.

Exempt ADMs - ADMs who are index fund managers and have no investment discretion in replicating an index model or clone portfolio do not need to comply with the disclosure requirement. This exemption does not apply in the following circumstances:

o if the ADM recommends a security which is not in the clone or model portfolio or recommends a model or clone security in a different percentage than model or clone amounts

o when the ADM recommends individual securities to clients, even if the Company shares control of the investment process with other parties

Additional Requirements for ADM Employees - continued

Submit Contemporaneous Disclosures - continued

Fiduciary Duty to Client is Paramount - under no circumstances should a portfolio recommendation or transaction be affected by its impact on personal securities holdings or by the requirement for contemporaneous disclosure. The ADM's fiduciary duty to make portfolio recommendations and trades solely in the best interest of the client must always take precedence.

Approval - prior to the first such portfolio recommendation or transaction in a particular security in a calendar month, approval must be obtained from the ADM's Chief Investment Officer (CIO) or Chief Executive Officer (CEO) or their designee. Disclosure forms for subsequent transactions in the same security are not required for the remainder of the calendar month so long as purchases (or sales) in all portfolios do not exceed the maximum number of shares, options, or bonds disclosed on the disclosure form. If the ADM seeks to effect a transaction or makes a recommendation in a direction opposite to the most recent disclosure form, a new disclosure form must be completed prior to the transaction or recommendation.

Exemptions - certain securities holdings are exempt from this requirement. They are:

o Exempt Securities as defined in the Glossary

o held in approved non-discretionary accounts, which are accounts that an employee has no direct or indirect influence or control over the investment decision-making process

o holdings of debt securities which do not have a conversion feature and are rated investment grade or better by a nationally recognized statistical rating organization or unrated but of comparable quality

o holdings of equity securities of the following:

- in the U.S., the top 200 issuers on the Russell list and other companies with a market capitalization of $20 billion or higher

- in the U.K., the top 100 companies on the FTSE All Share Index and other companies with a market capitalization of (pound)10 billion or higher

- in Japan, the top 100 companies of the TOPIX and other companies with a market capitalization of (yen)2 trillion

- in Brazil, companies on the IBr-X and other companies with a market capitalization of R$200 million

Restrictions for ADMs who are Portfolio Managers ("7 Day Blackout Period")

Prohibition - it is impermissible for an ADM who is designated as a Portfolio Manager to buy or sell a security (owned directly or indirectly) within 7 calendar days before and after the Portfolio Manager's investment company or managed account has effected a transaction in that security (the "7 Day Blackout Period").

Disgorgement Required - if a Portfolio Manager initiates a transaction within the 7 Day Blackout Period, in addition to being subject to sanctions for violating the Policy, profits from the transaction must be disgorged. The procedures for disgorging profits are established by the IEC. The IEC has determined that the following transactions will not be subject to this disgorgement requirement:

o in the U.S., any transaction of $10,000 or 100 shares (whichever is greater) for companies on the Russell 500 List or any other company with a market capitalization of $5 billion or higher

o in the U.K., any transaction of (pound)6 thousand or 100 shares (whichever is greater) for companies on the FTSE 100 All Share Index or any other company with a market capitalization of (pound)3 billion or higher

o in Japan, any transaction of (yen)1 million of companies on the TOPIX 100 or any other company with a market capitalization of (yen)500 billion or higher

o in Brazil, any transaction of R$30,000 of companies on the IBr-X or any other company with a market capitalization of R$200 million or higher

Exemption - Portfolio Managers who manage index funds which exactly replicate a clone or model are exempt from the 7 Day Blackout Period.

Additional Requirements for ADM Employees - continued

Requirements for ADMs who are MCADMs (Transactions and Holdings in Micro-Cap Securities)

When a MCADM personally trades (either directly or indirectly) securities with certain market capitalizations, additional approvals are required. The market capitalization thresholds and required approvals are listed below.

Approvals:

Threshold 1 - without the prior written approval of the IEC, MCADMS may not trade the securities of companies with the following market capitalization:

o in the U.S., $100 million or less

o in the U.K., (pound)60 million or less

o in Japan, (yen)10 billion or less

o in Brazil, R$3 million or less

Threshold 2 - without the prior written approval of the immediate supervisor and the CIO, MCADMs may not trade the securities of companies with the following market capitalization:

o in the U.S., more than $100 million but less than or equal to $250 million

o in the U.K., more than (pound)60 million but less than or equal to (pound)150 million

o in Japan, more than (yen)10 billion but less than or equal to (yen)20 billion

o in Brazil, more than R$3 million but less than or equal to R$10 million

Exemption - transactions that are involuntarily acquired, such as through inheritance, gift or spin-off, are exempt from these restrictions, however, they must be disclosed in a memo to the Preclearance Compliance Officer within 10 calendar days of the involuntary acquisition.

Requirement for newly designated MCADMs - to continue holding securities with a certain market capitalization threshold, MCADMs must obtain the approval of the CIO or CEO and provide a copy of the approval to the Preclearance Compliance Officer. The thresholds for the market capitalization in various jurisdictions are:

o in the U.S., equal to or less than $250 million

o in the U.K., equal to or less than (pound)150 million

o in Japan, equal to or less than (yen)20 billion

o in Brazil, equal to or less than R$10 million

Summary of Requirements

In addition to the General Standards of Conduct, Insider Risk Employees are required to:

o report securities accounts, holdings and transactions

o update securities holdings, and

o obtain preclearance prior to initiating a securities transaction

These requirements apply to accounts owned directly and indirectly.

Caution regarding Investment Clubs - investment clubs are organizations where investor members make joint decisions on which securities to buy or sell. The securities are generally held in the name of the investment club. Since each member of the investment club participates in the investment decision making process, each employee belonging to such a club must first obtain written, documented approval from the Preclearance Compliance Officer before participating in any investment club. If approval is given, the employee must comply with all of the reporting requirements and must preclear the securities transactions of the club.

Credit or Advisory Relationship - If an employee is involved in a credit decision (granting, renewing, modifying or denying) or acting as an adviser to a company with respect to the company's own securities, he or she may not buy, hold or trade securities of that company without the prior permission of the Ethics Office. In addition, lending employees who have assigned responsibilities in a specific industry group are not permitted to trade securities in that industry. This prohibition does not apply to transactions in open-end mutual funds.

Report Securities Accounts, Holdings and Transactions

Initial Holdings - within 10 calendar days of being designated an Insider Risk Employee the following must be reported:

o a listing of all accounts that may trade securities

o a listing of all securities held in the above accounts (other than those identified as Exempt Securities in the Glossary or those otherwise exempt from preclearance as defined by this Policy)

o a listing of all securities held outside of accounts

Employees must report accounts that do not hold reportable securities, but have the capability of holding such securities (for example, a brokerage account that holds only mutual funds but can hold other types of securities).

The Initial Holdings Report must be an accurate recording of security positions within the last 45 calendar days of being designated an Insider Risk Employee.

On-going Reporting of Holdings and Transactions - routine reports of securities held in an account and those held outside of an account are required to be provided to the Company. Specifically:

o For securities held in an account (such as a broker, trust account manager or other entity maintaining a securities trading account), trade confirmations and statements relating to each account held directly or indirectly must be sent to the Company. Employees must report all securities accounts that can hold a security that is covered by this Policy, regardless of what, if any, securities are held in the account. For example, even if an account contains only mutual funds or Exempt Securities as that term is defined by the Policy, but the account has the capability to have reportable securities traded in it, the account must be reported and duplicate account statements and trade confirmations must be sent to the Company

o For securities held outside of an account (such as those held directly with an issuer or maintained in paper certificate form), employees must comply with the Company's request to confirm transactions and holdings.

Report Securities Accounts, Holdings and Transactions - continued

Exemption from Reporting Holdings and Transactions - employees are not required to report holdings or transactions for the following:

o in a non-discretionary account, defined as one in which the Ethics Office has deemed to be exempt after a review of the account documents has clearly proven the employee has given total investment discretion to an investment manager and retains no ability to influence specific trades

o Exempt Securities as defined in the Glossary

o any transaction that is exempt from preclearance

o in accounts that can only hold items that are not securities
(such as bank deposit accounts)

o company stock held in a bona fide employee benefit plan of an organization not affiliated with the Company by an employee of that organization who is a member of the employee's immediate family. This exemption does not apply to any such plan that allows the employee to buy and sell securities other than those of their employer. Such situations would subject the holding to the preclearance and reporting provisions.

- NOTE: If an employee's family member is employed at an unaffiliated company, the employee is not required to report or obtain approval for transactions in the employer's securities so long as they are conducted by and through the family member's employee benefit plan. In such situations, the family member's employer has primary responsibility for providing adequate supervision with respect to conflicts of interest and compliance with securities laws regarding trading in its own securities under its own employee benefit plans.

Update Securities Holdings

Periodically, but no less than annually, employees must submit a statement of holdings, including accounts, and acknowledge compliance with the Policy. The information must be current within 45 calendar days of the date the statement is submitted. Employees are required to update holdings positions for actions that do not require preclearance (such as gifts, inheritances, corporate actions, receipt of dividends etc.). Such actions that cause an adjustment to the holding in a particular security must be reported as soon as reasonable.

Certain actions, such as gifts and inheritances, have time deadlines to report the activity and to update holdings. See below for specific requirements:

o Gifts and Inheritances - employees who give (or receive) a gift of securities or receive an inheritance that includes securities (that are not Exempt under this Policy) must report the activity to the Company within 10 calendar days. The report must disclose the name of the person receiving (giving) the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable).

o A Note About Gifts - gifts must be "bona fide". This means that the gift of securities must be one where the donor does not receive anything of monetary value in return. An employee who purchases a security with the intention of making a gift is subject to the preclearance requirements described in this Policy.

Obtain Preclearance Prior to Initiating a Securities Transaction

Prior Preclearance Required - employees must not trade a security without prior, written approval from the Preclearance Compliance Officer (verbal approvals are deemed impermissible). Unless expressly exempt, all securities transactions are covered by this preclearance requirement. Preclearance applies to securities held in the employee's name as well as those owned indirectly. The employee will be notified whether or not the request has been approved or denied. If denied, the reason will not be disclosed and employees should not infer from the preclearance response anything regarding the security for which preclearance was requested.

Rules for Preclearance - although requests for preclearance do not obligate an employee to make a trade, preclearance should not be sought for transactions the employee does not intend to make. Employees should not discuss with anyone else, inside or outside the Company, the response they received to a preclearance request. If the employee is preclearing as an indirect owner of another's account, the response may be disclosed to the other owner.

Preclearance Window (or Expiration) - preclearance authorization will expire at the end of the third business day after it is received. The day authorization is granted is considered the first business day. Employees who deal in standard orders to trade at certain prices (sometimes called "limit", "stop-loss", "good-until-cancelled", or "standing buy/sell" orders) are cautioned to be aware that transactions receiving preclearance authorization must be executed before the preclearance expires. At the end of the three-day preclearance authorization period, any unexecuted order must be canceled or a new preclearance authorization must be obtained. If the new preclearance request is denied, the order must be cancelled immediately.

Exemptions from Requirement to Preclear - preclearance is not required for the following type of transactions:

o Exempt Securities as defined in the Glossary

o open-end and closed-end investment companies (i.e., mutual funds and variable capital companies), regardless of whether they are Proprietary Funds, index funds or exchange traded funds

o municipal bonds

o non-financial commodities (such as agricultural futures, metals, oil, gas, etc.), currency futures, financial futures

o in approved non-discretionary accounts, which are accounts in which an employee has no direct or indirect influence or control over the investment decision-making process

o those that are involuntary on the part of an employee (such as stock dividends or sales of fractional shares); however, sales initiated by brokers to satisfy margin calls are not considered involuntary and must be precleared

o sales of Company Stock received upon the exercise of an employee stock option if the sale is part of a "netting of shares" or "cashless exercise" administered through the Human Resources Department

o changes to elections in the Company 401(k) plan

o enrollment, changes in salary withholding percentages and sales of shares held in the Company Employee Stock Purchase Plan (ESPP); sales of shares previously withdrawn from the ESPP do require preclearance

o the receipt of a Company Restricted Stock award, the vesting of the award, and the sale (through Company-approved procedures) of a portion of the Company Stock received in the award at the time of vesting to pay tax withholding; this exemption does not apply to subsequent sales of vested shares by the employee

o those pursuant to the exercise of rights (purchases or sales) issued by an issuer pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer

o sales effected pursuant to a bona fide tender offer

o those effected pursuant to an automatic investment plan

In addition to the General Standards of Conduct, Other Employees are required to follow the procedures described below.

Dealing in Company securities (outside of Company employee benefit programs)

Within 10 calendar days of a transaction in Company securities (purchase or sell), employees must report the transaction in writing to the Ethics Office or the Compliance Officer. Purchases and sales include optional cash purchases under the Company's Dividend Reinvestment and Common Stock Purchase Plan. Other Employees who are required to report securities holdings and transactions as described below, and are already providing copies of their securities accounts statements and transactions which include transactions in Company securities, do not need to provide a copy of transactions in Company securities.

Credit or Advisory Relationship

If an employee is involved in a credit decision (granting, renewing, modifying or denying) or acting as an adviser to a company with respect to the company's own securities, he or she may not buy, hold or trade securities of that company without the prior permission of the Ethics Office. In addition, lending employees who have assigned responsibilities in a specific industry group are not permitted to trade securities in that industry. This prohibition does not apply to transactions in open-end mutual funds.

Reporting Securities Holdings and Transactions

Reporting Holdings and Transactions - there are certain Other Employees who must report their securities accounts (such as broker accounts), holdings in securities (both within and outside of accounts) and their transactions in securities. Typically this will apply to employees who are subject to certain laws and regulations (such as employees who are registered representatives of a FINRA supervised broker dealer).

To determine whether or not these reporting requirements apply to you, contact the Ethics Office or your Compliance Officer.

How to Report - instruct the broker, trust account manager or other entity through which you have a securities trading account to send copies of all trade confirmations and statements relating to each account of which they are an owner (direct or indirect) to the Company. For securities held outside of an account (such as those held directly with an issuer or maintained in paper certificate form), employees must comply with the Company's request to confirm transactions and holdings. Employees subject to the reporting requirements are also required to comply with periodic reporting requests.

Employees' Financial Information

The Ethics Office and/or Preclearance Compliance Officers will use their best efforts to assure that requests for preclearance, personal securities transaction reports and reports of securities holdings are treated as "Personal and Confidential." However, the Company is required by law to review, retain and, in certain circumstances, disclose such documents. Therefore, such documents will be available for inspection by appropriate regulatory agencies and by other parties within and outside the Company as are necessary to evaluate compliance with or sanctions under the Policy or other requirements applicable to the Company.

Note for Investment and ADM employees only: Employees should be aware that documents are also available for inspection by the boards of directors, trustees or managing general partners of any Company entity regulated by certain investment company laws.

Restricted List

Preclearance Compliance Officers will maintain a list (the "Restricted List") of companies whose securities are deemed appropriate for implementation of trading restrictions for employees in their line of business or firm. The Restricted List will not be distributed outside of the Compliance Office or the Ethics Office. From time to time, such trading restrictions may be appropriate to protect the Company and its employees from potential violations, or the appearance of violations, of securities laws. The inclusion of a company on the Restricted List provides no indication of the advisability of an investment in the company's securities or the existence of material nonpublic information on the company. Nevertheless, the contents of the Restricted List will be treated as confidential information to avoid unwarranted inferences. The Preclearance Compliance Officer will retain copies of Restricted Lists for six years.

Standards For Preclearance of De Minimis Transactions (applicable for firms or lines of business who administer compliance for Investment or ADM Employees)

ADM and Investment Employees will generally not be given clearance to execute a transaction in any security that is on the Restricted List maintained by the Preclearance Compliance Officer, or for which there is a pending buy or sell order for an affiliated account (other than an index fund). In certain circumstances, the Preclearance Compliance Officer may approve certain de minimus transactions even when the firm is trading such securities. However, de minimis transactions require preclearance approval.

Restrictions and Conditions - the following restrictions or conditions are imposed upon these standards:

o employee preclearance is required prior to executing the transaction

o if the transaction is a 60 day trade, profit disgorgement will not be waived

o Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in any calendar month

o employees must cooperate with the Preclearance Compliance Officer's request to document market capitalization amounts

Standards For Preclearance of De Minimis Transactions (applicable for firms or lines of business who administer compliance for Investment or ADM Employees) - continued

Transaction Limits - the following transaction limits are available for this exception:

Investment Employees

In the U.S.,

o transactions up to $50,000 for companies on the Russell 200 List or other companies with a market capitalization of $20 billion or higher

o transactions of 100 shares or $10,000 (whichever is greater) for companies ranked 201 to 500 on the Russell List or other companies with a market capitalization of $5 billion or higher

In the U.K.,

o transactions up to (pound)30,000 for companies ranked in the top 100 of the FTSE All Share Index or other companies with a market capitalization of (pound)10 billion or higher

o transaction of 100 shares or (pound)6 thousand (whichever is greater) for companies ranked 101 to 250 on the FTSE All Share Index or other companies with a market capitalization of (pound)3 billion or higher

In Japan,

o transactions up to (yen)5 million for companies ranked in the top 100 of the TOPIX or other companies with a market capitalization of (yen)2 trillion or higher

o transactions of up to (yen)1 million of securities for companies ranked 100 to 250 on the TOPIX or other companies with a market capitalization of (yen)500 billion or higher

In Brazil,

o transactions up to R$100,000 securities for companies listed on the IBr-X 50 or other companies with a market capitalization of R$500 million or higher

o transactions up to R$30,000 of securities of companies listed on the IBr-X or other companies with a market capitalization of R$200 million or higher

ADM Employees

o in the U.S., transactions up to $10,000 or 100 shares (whichever is greater) of companies in the top 500 of the Russell List or other companies with a market capitalization of $5 billion or higher

o in the U.K., transactions up to (pound)6 thousand or 100 shares (whichever is greater) of companies in the top 100 of the FTSE All Share Index or other companies with a market capitalization of (pound)3 billion or higher

o in Japan, transactions up to (yen)1million for companies ranked in the top 100 of the TOPIX or other companies with a market capitalization of (yen)500 billion or higher

o in Brazil, transactions up to R$30,000 of companies that belong to the IBr-X or other companies with a market capitalization of R$200 million or higher

NOTE: Some ADMs who are also Portfolio Managers may not be eligible for this de minimus exemption. Questions should be directed to the Preclearance Compliance Officer or the Ethics Office.

o access decision maker - A person designated as such by the Investment Ethics Council. Generally, this will be Portfolio Managers and Research Analysts who make recommendations or decisions regarding the purchase or sale of equity, convertible debt, and non-investment grade debt securities for investment companies and other managed accounts.

o approval - written consent or written notice of non-objection.

o automatic investment plan - 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. Applications to specific situations are as follows:

Dividend Reinvestment Plans ("DRIPs") - the automatic investment of dividends under a DRIP is deemed to be pursuant to an automatic investment plan. Optional cash purchases (that is, the right to buy additional shares through the DRIP) are not deemed to be pursuant to an automatic investment plan unless they are by payroll deduction, automatic drafting to a checking account or other means specifically included in this definition.

Payroll deductions - deductions from payroll (the Company or otherwise) directly into an investment account are deemed to be done pursuant to an automatic investment plan. This would include payroll deductions for contributions to 401(k) plans and other employee benefit plans.

Bank Account Drafts or Deposits - automatic drafts from a checking or savings account directly to an investment account or automatic deposits directly from an investment account into a checking or savings account, are deemed to be made pursuant to an automatic investment plan, provided that, in either case:

o there is documentation with the investment account indicating specific trades are to be executed according to an express schedule, rather than at the direction of the account party, and

o at least two drafts or deposits are executed according to the schedule.

Automatic mutual fund exchange programs - automatic exchanges of a fixed dollar amount out of one mutual fund to purchase shares of another mutual fund are deemed to be made pursuant to an automatic investment plan.

Automatic mutual fund withdrawal programs - automatic withdrawals of a fixed dollar amount out of a mutual fund are deemed to be made pursuant to an automatic investment plan.

Asset-allocation accounts - asset allocation accounts are investment accounts in which the investor chooses among predetermined asset-allocation models consisting of percentages of a portfolio allocated to fund categories (such as large-cap, mid-cap and small-cap equity funds, tax-free bond funds, international funds, etc). Once a model is chosen, new money is automatically invested according to the model, and the portfolio is automatically rebalanced periodically to keep it in line with the model. For purposes of this Policy, both the investment of new money into, and periodic rebalancings within, an asset-allocation account are deemed to be done pursuant to an automatic investment plan. An Investment Advisory Service account at BNY Mellon Private Wealth Advisers is an asset-allocation account. Brokerage accounts, in which the investor has the continuing ability to direct transactions in specific securities or funds, are not asset-allocation accounts.

College and Medical Care Savings Plans - many jurisdictions have college savings plans (for example, in the U.S. these plans are referred to as "529" plans) or medical savings account plans that provide a tax-advantaged means of investing for future college expenses or paying for medical expenses. These plans vary and the features of the specific plan must be analyzed to determine if it qualifies as an automatic investment plan. For example, these plans could qualify as an automatic investment plan if they meet the requirements of an asset-allocation account, bank account draft or a payroll deduction (see above).

o cashless exercise for cash - as part of the Company's employee stock option program, employees can choose to "buy" shares of Company Stock at the exercise price and then immediately sell them at fair market value for cash. The employee ends up with cash and does not become a shareholder of Company Stock associated with the option exercise.

o Company - The Bank of New York Mellon Corporation.

o Company 401(k) Plan, Non Self-Directed Accounts - the portion of the Company 401(k) balance invested in the Basic Funds and Company Stock.

o Company 401(k) Plan, Self-Directed Accounts - an account established as part of the Company 401(k) plan that offers employees the opportunity to build and manage their own investment portfolio through the purchase and sale of a broad variety of mutual funds, including both Proprietary and non-Proprietary Funds.

o Compliance Officer - any individual whose primary job duties include responsibility for ensuring that all applicable laws, regulations, policies, procedures, and Code of Conduct and Interpretive Guidance are followed. For purposes of this Policy, the term "compliance officer" and "preclearance compliance officer" are used interchangeably.

o direct family relation - for purposes of this Policy, this means a member of an employee's immediate family as defined by "indirect ownership, family members" in this Glossary.

o employee - an individual employed by The Bank of New York Mellon Corporation or its more-than-50%-owned direct or indirect subsidiaries; includes all full-time, part-time, benefited and non-benefited, exempt and non-exempt employees in all world-wide locations; generally, for purposes of the Policy, does not include consultants and contract or temporary employees.

o Ethics Office - the group within the Compliance and Ethics Department of the Company that is responsible for administering the ethics program at the Company.

o Exempt Securities - defined as:

- direct obligations of the sovereign governments of the United States (U.S. employees only), United Kingdom (U.K. employees only) and Japan (Japan employees only). Obligations of other instrumentalities of the U.S., U.K. and Japanese governments or quasi-government agencies are not exempt.

- commercial paper

- high-quality, short-term debt instruments having a maturity of less than 366 days at issuance and rated in one of the two highest rating categories by a nationally recognized statistical rating organization or which is unrated but of comparable quality

- bankers' acceptances

- bank certificates of deposit and time deposits

- repurchase agreements

- securities issued by open-end investment companies (i.e., mutual funds and variable capital companies) that are not Proprietary Funds or exchange-traded funds (ETFs)

- shares of money market funds (regardless of affiliation with the Company)

- fixed annuities (note that variable annuities are not exempt)

- shares of unit trusts (provided they are invested exclusively in funds that are not Proprietary Funds)

Note: The following are not Exempt Securities (whether proprietary or not):

o shares of hedge funds

o shares of closed-end funds

o shares of ETFs

o shares of funds not registered in the U.S. (for U.S. employees only)

o General Counsel - General Counsel of the Company or any person to whom relevant authority is delegated by the General Counsel.

o index fund - an investment company or managed portfolio (including indexed accounts and model-driven accounts) that contain securities of an index in proportions designed to replicate the performance of an independently maintained index or that are based on computer models using prescribed objective criteria to transform an independently maintained index. In order to qualify as an "index fund" for purposes of this policy, the fund must not involve a significant amount of investment discretion by portfolio managers managing the accounts.

o indirect ownership - The securities laws of most jurisdictions attribute ownership of securities to someone in certain circumstances, even though the securities are not held in that person's name. For example, U.S. federal securities laws contain a concept of "beneficial ownership", and U.K. securities laws contain a concept of securities held by "associates" (this term includes business or domestic relationships giving rise to a "community of interest"). The definition of "indirect ownership" that follows is used to determine whether securities held other than in your name are subject to the preclearance and other provisions of the Policy. It was designed to be consistent with various securities laws; however, there can be no assurance that attempted adherence to this definition will provide a defense under any particular law. Moreover, a determination of indirect ownership requires a detailed analysis of personal and/or financial circumstances that are subject to change. It is the responsibility of each employee to apply the definition below to his/her own circumstances. If the employee determines that he/she is not an indirect owner of an account and the Ethics Office or Compliance Officer becomes aware of the account, the employee will be responsible for justifying his/her determination. Any such determination should be based upon objective evidence (such as written documents), rather than subjective or intangible factors.

General Standard - generally, you are the indirect owner of securities (and preclearance and other provisions of the Policy will therefore apply to those securities) if, through any contract, arrangement, understanding, relationship or otherwise, you have the opportunity, directly or indirectly, to share at any time in any profit derived from a transaction in them (a "pecuniary interest"). The following is guidance on the application of this definition to some common situations.

Family Members - you are presumed to be an indirect owner of securities held by members of your immediate family who share the same household with you. "Immediate family" means your spouse, your children (including stepchildren, foster children, sons-in-law and daughters-in-law), your grandchildren, your parents (including stepparents, mothers-in-law and fathers-in-law), your grandparents and your siblings (including brothers-in-law, sisters-in-law and step brothers and sisters) and includes adoptive relationships. This presumption of ownership may be rebutted, but it will be difficult to do so if, with respect to the other person, you commingle any assets or share any expenses, you provide or receive any financial support, you influence investment decisions, you include them as a dependent for tax purposes or as a beneficiary under an employee benefit plan, or you are in any way financially codependent. Any attempt to disclaim indirect ownership with respect to family members who share your household must be based upon countervailing facts that you can prove in writing.

Partnerships - if you are a general partner in a general or limited partnership, you are deemed to own your proportionate share of the securities owned by the partnership. Your "proportionate share" is the greater of your share of profits or your share of capital, as evidenced by the partnership agreement. Limited partners are not deemed to be owners of partnership securities absent unusual circumstances, such as influence over investment decisions.

Shareholders of Corporations - you are not deemed to own the securities held by a corporation in which you are a shareholder unless you are a controlling shareholder or you have or share investment control over the corporation's portfolio.

o indirect ownership - continued

Trusts - generally, parties to a trust will be deemed indirect owners of securities in the trust only if they have both a pecuniary interest in the trust and investment control over the trust. "Investment control" is the power to direct the disposition of the securities in the trust. Specific applications are as follows:

Trustees: A trustee is deemed to have investment control over the trust unless there are at least three trustees and a majority is required for action. A trustee has a pecuniary interest in the trust if (i) the trustee is also a trust beneficiary, (ii) an immediate family member of the trustee (whether or not they share the same household) is a beneficiary, or (iii) the trustee receives certain types of performance-based fees.

Settlors: If you are the settlor of a trust (that is, the person who puts the assets into the trust), you are an indirect owner of the trust's assets if you have a pecuniary interest in the trust and you have or share investment control over the trust. You are deemed to have a pecuniary interest in the trust if you have the power to revoke the trust without anyone else's consent or if members of your immediate family who share your household are beneficiaries of the trust.

Beneficiaries: If you or a member of your immediate family who shares your household is a beneficiary of a trust, you are deemed to have a pecuniary interest in the trust and will therefore be deemed an indirect owner of the trust's assets if you have or share investment control over the trust.

Remainder Interests - remainder interests are those that do not take effect until after some event that is beyond your control, such as the death of another person. Remainder interests are typically created by wills or trust instruments. You are not deemed to be an indirect owner of securities in which you only have a remainder interest provided you have no power, directly or indirectly, to exercise or share investment control or any other interest.

Derivative Securities - you are the indirect owner of any security you have the right to acquire through the exercise or conversion of any option, warrant, convertible security or other derivative security, whether or not presently exercisable.

o initial public offering (IPO) - the first offering of a company's securities to the public through an allocation by the underwriter.

o investment company - a company that issues securities that represent an undivided interest in the net assets held by the company. Mutual funds are open-end investment companies that issue and sell redeemable securities representing an undivided interest in the net assets of the company.

o Investment Ethics Council - Council that has oversight responsibility for issues related to personal securities trading and investment activity by Access Decision Makers. The Council is composed of investment, legal, risk management, compliance and ethics management representatives of the Company and its affiliates. The members of the Investment Ethics Council are determined by the Chief Compliance & Ethics Officer.

o Manager of the Ethics Office - individual appointed by the Chief Compliance & Ethics Officer to manage the Ethics Office.

      o     Micro-cap  ADMs - a  subset  of  Access  Decision  Makers  who  make
            recommendations  or decisions  regarding the purchase or sale of any
            security   of  an   issuer   with  a  low   common   equity   market
            capitalization.  Market  capitalizations  thresholds are established
            within each country where an ADM resides.  See further details under
            "Classification of Employees" in this Policy.

      o     money  market fund - a mutual fund that invests in  short-term  debt
            instruments. The fund's objective is to earn income for shareholders
            while maintaining a net asset value of $1 per share.

      o     naked option - An option  position  where the buyer or seller has no
            underlying security position.

      o     non-discretionary account - an account for which the employee has no
            direct or  indirect  control  over the  investment  decision  making
            process.   Non-discretionary   accounts   may   be   exempted   from
            preclearance  and reporting  procedures  only if the Ethics  Office,
            after a thorough  review,  is  satisfied  that the  account is truly
            non-discretionary  to the employee  (that is, the employee has given
            total investment  discretion to an investment manager and retains no
            ability to influence  specific  trades).  Standard  broker  accounts
            generally  are not deemed to be  non-discretionary  to the employee,
            even if the  broker  is given  some  discretion  to make  investment
            decisions.

      o     Operating  Committee - the  Operating  Committee  of The Bank of New
            York  Mellon  Corporation.

      o     option - a security which gives the investor the right,  but not the
            obligation,  to buy or sell a specific security at a specified price
            within a specified time frame.  For purposes of compliance  with the
            Policy,  any Company employee who buys/sells an option, is deemed to
            have  purchased/sold  the  underlying  security  when the option was
            purchased/sold. Four combinations are possible as described below.

            Call  Options

            -     If an employee buys a call option,  the employee is considered
                  to have  purchased  the  underlying  security  on the date the
                  option was purchased.

            -     If an employee sells a call option, the employee is considered
                  to have sold the  underlying  security  on the date the option
                  was sold.

            Put Options

            -     If an employee  buys a put option,  the employee is considered
                  to have sold the  underlying  security  on the date the option
                  was purchased.

            -     If an employee sells a put option,  the employee is considered
                  to have bought the underlying  security on the date the option
                  was sold.

                  Below is a table illustrating the above:

             Transaction Type
--------------------------------------------------------------------------------

Option Type  Buy                              Sale
Put          Sale of Underlying Security      Purchase of Underlying Security
Call         Purchase of Underlying Security  Sale of Underlying Security

      o     Preclearance  Compliance Officer - a person designated by the Ethics
            Office and/or the Investment  Ethics  Council to  administer,  among
            other  things,  employees'  preclearance  requests  for  a  specific
            business  unit (for  purposes of this Policy,  the term  "compliance
            officer"   and   "preclearance    compliance   officer"   are   used
            interchangeably).

      o     private  placement - an offering of  securities  that is exempt from
            registration  under various laws and rules,  such as the  Securities
            Act of 1933 in the U.S.  and the  Listing  Rules in the  U.K..  Such
            offerings  are  exempt  from   registration   because  they  do  not
            constitute a public offering. Private placements can include limited
            partnerships.   Private  placements  include  certain   co-operative
            investments in real estate,  co-mingled  investment vehicles such as
            hedge funds,  and  investments  in  privately-held  and family owned
            businesses.   For  the  purpose  of  the  Policy,   time-shares  and
            cooperative  investments  in  real  estate  used  as  a  primary  or
            secondary residence are not considered to be private placements.

o Proprietary Fund - An investment company or collective fund for which a Company subsidiary serves as an investment adviser, sub-adviser or principal underwriter. From time-to-time, the Company will publish a list of the Proprietary Funds. Employees should rely on the latest version of this list rather than attempt to determine for themselves the identity of the Proprietary Funds.

o security - any investment that represents an ownership stake or debt stake in a company, partnership, governmental unit, business or other enterprise. It includes stocks, bonds, notes, evidences of indebtedness, certificates of participation in any profit-sharing agreement, collateral trust certificates and certificates of deposit for securities. It also includes many types of puts, calls, straddles and options on any security or group of securities; fractional undivided interests in oil, gas, or other mineral rights; and investment contracts, variable life insurance policies and variable annuities whose cash values or benefits are tied to the performance of an investment account. It does not include currencies. Unless expressly exempt, all securities transactions are covered under the provisions of the Policy (see definition of Exempt Securities).

o securities firewall - procedures designed to restrict the flow of information within the Company from units or individuals who are likely to receive material nonpublic information to units or individuals who trade in securities or provide investment advice.

o short sale - the sale of a security that is not owned by the seller at the time of the trade.

o tender offer - an offer to purchase some or all shareholders' shares in a corporation. The price offered is usually at a premium to the market price.

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