Edgar Filing: WisdomTree Trust

WISDOMTREESM TRUST

STATEMENT OF ADDITIONAL INFORMATION
DATED OCTOBER 2, 2006 AS REVISED ON JULY 10, 2007

WISDOMTREE(SM) TRUST

This Statement of Additional Information ("SAI") is not a Prospectus. It should
be read in conjunction with the current Prospectus ("Prospectus") for the
following separate investment portfolios (each, a "Fund") of WisdomTree Trust
(the "Trust"), as each such Prospectus may be revised from time to time:

WISDOMTREE DOMESTIC DIVIDEND FUNDS

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

WISDOMTREE DOMESTIC EARNINGS 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

WISDOMTREE INTERNATIONAL DIVIDEND 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 Fund
WisdomTree International MidCap Dividend Fund
WisdomTree International SmallCap Dividend Fund
WisdomTree Emerging Markets 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 Technology Sector Fund
WisdomTree International Utilities Sector Fund
WisdomTree International Real Estate Fund

The current Prospectus for the Domestic and International Dividend Funds is
dated June 12, 2006, as revised on February 15, 2007 and July 10, 2007. The
current Prospectus for the certain International Sector Funds is dated October
2, 2006, as revised on May 31, 2007. The current Prospectus for the Domestic
Earnings Funds is dated February 15, 2007. The International Dividend Funds and
International Sector Funds are sometimes referred to collectively as the
"International Funds." Capitalized terms used herein that are not defined have
the same meaning as in the Prospectus, unless otherwise noted. Financial
Statements and Annual Reports will be available after the Funds have completed a
full year of operations.

A copy of the Prospectus for each Fund may be obtained, without charge, by
calling 1-866-909-9473 or visiting www.wisdomtree.com, or writing to WisdomTree
Trust, c/o ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado
80203.

Statement of Additional Information dated October 2, 2006 as revised on
July 10, 2007

TABLE OF CONTENTS

General Description of the Trust and the Funds ............................ 1
WisdomTree Domestic Dividend Funds ...................................... 1
Wisdom Tree Domestic Earnings Funds ..................................... 1
WisdomTree International Dividend Funds ................................. 1
WisdomTree International Sector Funds ................................... 1
Investment Strategies and Risks ........................................... 2
Principal Investment Strategy ........................................... 2
General Risks ........................................................... 3
Lack of Diversification ................................................. 3
Specific Investment Strategies .......................................... 4
Securities Lending ...................................................... 4
Money Market Instruments ................................................ 4
Repurchase Agreements ................................................... 4
Reverse Repurchase Agreements ........................................... 4
Investment Company Securities ........................................... 5
Real Estate Investment Trusts ........................................... 5
Non-U.S. Securities ..................................................... 5
Depositary Receipts ..................................................... 8
Currency Transactions ................................................... 8
Illiquid Securities ..................................................... 9
Futures, Options and Options on Futures Contracts ....................... 9
Risks of Futures and Options Transactions ............................... 9
Swap Agreements ......................................................... 10
Tracking Stocks ......................................................... 10
Future Developments ..................................................... 10
Proxy Voting Policy ....................................................... 10
Portfolio Holding Disclosure Policies and Procedures ...................... 11
Description of the WisdomTree Indexes ..................................... 12
WisdomTree Domestic Dividend Indexes .................................... 14
WisdomTree Dividend Index ........................................... 14
WisdomTree High-Yielding Equity Index ............................... 14
WisdomTree LargeCap Dividend Index .................................. 14
WisdomTree Dividend Top 100 Index ................................... 14
WisdomTree MidCap Dividend Index .................................... 14
WisdomTree SmallCap Dividend Index .................................. 15
WisdomTree Domestic Earnings Indexes .................................... 15
WisdomTree Earnings Index ........................................... 15
WisdomTree Earnings 500 Index ....................................... 15
WisdomTree MidCap Earnings Index .................................... 15
WisdomTree SmallCap Earnings Index .................................. 16
WisdomTree Earnings Top 100 Index ................................... 16
WisdomTree Low P/E Index ............................................ 16
WisdomTree International Dividend Indexes ............................... 17
WisdomTree DEFA Index ............................................... 17
WisdomTree DEFA High-Yielding Equity Index .......................... 17
WisdomTree Europe Dividend Index .................................... 17
WisdomTree Europe High-Yielding Equity Index ............................ 17
WisdomTree Europe SmallCap Dividend Index ........................... 17
WisdomTree Japan Dividend Index ..................................... 18
WisdomTree Japan High-Yielding Equity Index ......................... 18
WisdomTree Japan SmallCap Dividend Index ............................ 18
WisdomTree Pacific ex-Japan Dividend Index .......................... 18
WisdomTree Pacific ex-Japan High-Yielding Equity Index .............. 18

WisdomTree International LargeCap Dividend Index .................... 19
WisdomTree International Dividend Top 100 Index ..................... 19
WisdomTree International MidCap Dividend Index ...................... 19
WisdomTree International SmallCap Dividend Index .................... 19
WisdomTree Emerging Markets High-Yielding Equity Index .............. 19
WisdomTree International Sector Indexes ................................. 20
WisdomTree International Basic Materials Sector Index ............... 20
WisdomTree International Communications Sector Index ................ 20
WisdomTree International Consumer Cyclical Sector Index ............. 20
WisdomTree International Consumer Non-Cyclical Sector Index ......... 20
WisdomTree International Energy Sector Index ........................ 20
WisdomTree International Financial Sector Index ..................... 21
WisdomTree International Health Care Sector Index ................... 21
WisdomTree International Industrial Sector Index .................... 21
WisdomTree International Technology Sector Index .................... 21
WisdomTree International Utilities Sector Index ..................... 22
WisdomTree International Real Estate Index .......................... 22
Investment Limitations .................................................... 22
Senior Securities ....................................................... 22
Borrowing ............................................................... 22
Underwriting ............................................................ 22
Concentration ........................................................... 23
Real Estate ............................................................. 23
Commodities ............................................................. 23
Loans ................................................................... 23
Continuous Offering ....................................................... 23
Management of the Trust ................................................... 24
Trustees and Officers ..................................................... 24
Committees of the Board of Trustees ..................................... 26
Approval of Investment Advisory Agreement and Sub-Advisory Agreement .... 26
Remuneration of Trustees ................................................ 27
Control Persons and Principal Holders of Securities ..................... 28
Investment Adviser ...................................................... 28
Sub-Adviser ............................................................. 29
Portfolio Managers ...................................................... 30
Portfolio Manager Compensation .......................................... 30
Code of Ethics .......................................................... 31
Administrator, Custodian and Transfer Agent ............................. 31
Distributor ............................................................. 31
Brokerage Transactions .................................................... 32
Additional Information Concerning the Trust ............................... 32
Shares .................................................................. 32
Termination of the Trust or a Fund ...................................... 33
Role of DTC ............................................................. 33
Creation & Redemption of Creation Unit Aggregations ..................... 34
Creation ................................................................ 34
Fund Deposit ............................................................ 34
Procedures for Creation of Creation Unit ................................ 34
Placement of Creation Orders for Domestic Dividend and Earnings
Weighted Funds Using the Clearing Process ............................ 34
Placement of Creation Orders for Domestic Dividend and Earnings
Weighted Funds Outside the Clearing Process .......................... 34
Placement of Creation Orders for International Funds .................... 37
Acceptance of Orders for Creation Unit Aggregations ..................... 37

Creation Transaction Fee ................................................ 38
Placement of Redemption Orders for Domestic Dividend and Earnings
Weighted Funds Using the Clearing Process ............................ 38
Placement of Redemption Orders for Domestic Dividend and Earnings
Weighted Funds Outside the Clearing Process .......................... 39
Placement of Redemption Orders for International Funds .................. 39
Regular Holidays .......................................................... 40
Taxes ..................................................................... 44
Determination of NAV ...................................................... 48
Dividends and Distributions ............................................... 49
Financial Statements ...................................................... 49
Miscellaneous Information ................................................. 49
Report of Independent Registered Public Accounting Firm ................... 49

GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS

The Trust was organized as a Delaware statutory trust on December 15, 2005 and
is authorized to have multiple series or portfolios. The Trust is an open-end,
non-diversified management investment company, registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). The offering of the Trust's
shares is registered under the Securities Act of 1933, as amended (the
"Securities Act"). This SAI relates to the following Funds:

WISDOMTREE DOMESTIC DIVIDEND FUNDS

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

WISDOMTREE DOMESTIC EARNINGS 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

WISDOMTREE INTERNATIONAL DIVIDEND 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 Emerging Markets High-Yielding Equity Fund

WISDOMTREE INTERNATIONAL SECTOR FUNDS

Each Fund described in this SAI seeks investment returns that closely correspond
to the price and yield performance, before fees and expenses, of a particular
index ("Index") that defines a dividend paying segment of the U.S. or

international stock markets. The Indexes are created using proprietary
methodology developed by WisdomTree Investments, Inc. ("WisdomTree
Investments"). WisdomTree Asset Management, Inc. ("WisdomTree Asset Management")
is the investment adviser to each Fund. BNY Investment Advisors is the
investment sub-adviser ("Sub-Adviser") to each Fund. WisdomTree Investments is
the parent company of WisdomTree Asset Management.

Each Fund issues and redeems shares at net asset value per share ("NAV") only in
large blocks of shares, typically 50,000 shares or more ("Creation Units").
These transactions are usually in exchange for a basket of securities and an
amount of cash. As a practical matter, only institutions or large investors
purchase or redeem Creation Units. Except when aggregated in Creation Units,
shares of each Fund are not redeemable securities.

Shares of each Fund are listed on the New York Stock Exchange or American Stock
Exchange (each, a "Listing Exchange") and trade throughout the day on the
Listing Exchange and other secondary markets at market price that may differ
from NAV. As in the case of other publicly-traded securities, brokers'
commissions on transactions will be based on negotiated commission rates at
customary levels.

The Trust reserves the right to adjust the share prices of shares in the future
to maintain convenient trading ranges for investors. Any adjustments would be
accomplished through stock splits or reverse stock splits, which would have no
effect on the net assets of the applicable Fund.

"WisdomTree", "Dividend Top 100", and "Dividend Stream" are service marks of
WisdomTree Investments and have been licensed for use by the Trust. WisdomTree
Investments has patent applications pending on the methodology and operation of
its Indexes and the Funds.

INVESTMENT STRATEGIES AND RISKS

Principal Investment Strategy. Each Fund seeks investment returns that closely
correspond to the price and yield performance, before fees and expenses, of a
particular Index developed by WisdomTree Investments. The Funds do not try to
beat the Indexes that they track and do not seek temporary defensive positions
when equity markets decline or appear to be overvalued.

This investment strategy, known as indexing, may eliminate some of the risks of
active portfolio management, such as poor security selection. In addition,
indexing may also help increase after-tax investment performance by keeping
portfolio turnover low in comparison to actively managed investment companies.

Under normal circumstances, at least 95% of a Fund's total assets (exclusive of
collateral held from securities lending) will be invested in the component
securities of its Index. Each Fund generally may invest up to 5% of its total
assets in securities not included in its underlying Index but which the Fund
believes will help it track its Index. For example, a Fund may invest in
securities that are not components of the relevant Index in order to reflect
various corporate actions and other changes to its relevant Index (such as
reconstitutions, additions and deletions). Under normal circumstances, as long
as a Fund invests at least 95% of its total assets in the stocks of its Index,
it also may invest its other assets in cash and cash equivalents, as well as in
other investment companies, futures contracts, options on futures contracts,
options, and swaps. The International Funds, from time to time, may have less
than 95% of their assets invested in securities of their respective underlying
Indexes in order to comply with the requirements of the Internal Revenue Code,
to meet regulatory requirements in non-U.S. jurisdictions or to manage major
Index changes. In these situations, which are expected to be infrequent and of
limited duration, an International Fund may not have less than 90% of its total
assets invested in securities of its underlying Index. WisdomTree Asset
Management expects that, over time, the correlation between each Fund's
performance and that of its underlying Index, before fees and expenses, will be
95% or better.

Each of the WisdomTree High-Yielding Equity Fund, WisdomTree LargeCap Dividend
Fund, WisdomTree Dividend Top 100 Fund, WisdomTree MidCap Dividend Fund,
WisdomTree SmallCap Dividend Fund, WisdomTree Europe SmallCap Dividend Fund,
WisdomTree Japan High-Yielding Equity Fund, WisdomTree Japan SmallCap Dividend
Fund, WisdomTree Pacific ex-Japan High-Yielding Equity Fund and WisdomTree
International Dividend Top 100 Fund intends to invest in all or substantially
all of the securities in its Index in approximately the same proportions as such
securities are found in the Index. This investment strategy is sometimes known
as "Replication." While each of these Funds generally will use a Replication
strategy, each Fund may, in certain circumstances use a "Representative
Sampling" strategy. "Representative Sampling" is explained in more detail below.

Each of the other Funds intends to use a Representative Sampling strategy to
invest a substantial portion of its assets in securities of its underlying
Index. Representative Sampling means that the Fund selects from the underlying
Index a sample of securities that closely resembles the underlying Index in
terms of key performance and risk factors and other characteristics. These
factors and characteristics include, for example, total dividends paid, trading
volume and liquidity, industry weightings, country weightings, market
capitalization, and other financial characteristics. To the extent that a Fund's
underlying Index concentrates (i.e., holds 25% or more of its total assets) in
the securities of a particular industry or group of industries, a Fund may
similarly concentrate its investments.

As a matter of general policy, each Fund will invest at least 80% of its net
assets, plus the amount of any borrowings for investment purposes, in the types
of securities suggested by its name. If, subsequent to an investment, the 80%
requirement is no longer met, a Fund's future investments will be made in a
manner that will bring the Fund into compliance with this policy. The Trust will
provide shareholders with sixty (60) days prior notice of any change to this
policy for a Fund.

General Risks. An investment in a Fund should be made with an understanding that
the value of a Fund's portfolio securities may fluctuate in accordance with
changes in the financial condition of an issuer or counterparty, changes in
specific economic or political conditions that affect a particular security or
issuer and changes in general economic or political conditions.

An investment in a Fund should also be made with an understanding of the risks
inherent in an investment in equity securities, including the risk that the
financial condition of issuers may become impaired or that the general condition
of the stock market may deteriorate (either of which may cause a decrease in the
value of the portfolio securities and thus in the value of shares of the Trust).
Common stocks are susceptible to general stock market fluctuations and to
volatile increases and decreases in value as market confidence and perceptions
of their issuers change. These investor perceptions are based on various and
unpredictable factors, including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, and global or regional political, economic or banking crises.

Holders of common stocks incur more risk than holders of preferred stocks and
debt obligations because common stockholders, as owners of the issuer generally
have inferior rights to receive payments from the issuer in comparison with the
rights of creditors, or holders of debt obligations or preferred stocks.
Further, unlike debt securities, which typically have a stated principal amount
payable at maturity (whose value, however, is subject to market fluctuations
prior thereto), or preferred stocks, which typically have a liquidation
preference and which may have stated optional or mandatory redemption
provisions, common stocks have neither a fixed principal amount nor a maturity.
Common stock values are subject to market fluctuations as long as the common
stock remains outstanding.

Although all of the securities in the Indexes are listed on major U.S. or
non-U.S. stock exchanges, there can be no guarantees that a liquid market for
such securities will be maintained. The existence of a liquid trading market for
certain securities may depend on whether dealers will make a market in such
securities. There can be no assurance that a market will be made or maintained
or that any such market will be or remain liquid. The price at which securities
may be sold and the value of a Fund's shares will be adversely affected if
trading markets for a Fund's portfolio securities are limited or absent, or if
bid/ask spreads are wide.

A discussion of some of the other risks associated with an investment in a Fund
is contained in each Fund's Prospectus.

Lack of Diversification. Each Fund is considered to be "non-diversified." A
"non-diversified" classification means that a Fund is not limited by the 1940
Act with regard to the percentage of its assets that may be invested in the
securities of a single issuer. As a result, each of the Funds may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were classified as a diversified fund. Therefore, each Fund may be
more exposed to the risks associated with and developments affecting an
individual issuer or a small number of issuers than a fund that invests more
widely, which may have a greater impact on the Fund's volatility and
performance.

Each Fund intends to maintain the required level of diversification and
otherwise conduct its operations so as to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986, as amended
("IRC"), and to relieve the Fund of any liability for federal income tax to the
extent that its earnings are distributed to shareholders. Subchapter M generally
requires the Fund to invest no more than 25% of its total assets in securities
of any one issuer and to invest at least 50% of its total assets so that (a) no
more than 5% of the Fund's total assets

are invested in securities in any one issuer, and (b) the Fund does not hold
more than 10% of the outstanding voting securities of that issuer. Subchapter M
allows unlimited investments in cash, cash items, government securities (as
defined in Subchapter M) and securities of other regulated investment companies.
These tax requirements are generally applied at the end of each quarter of the
Fund's taxable year. Compliance with the diversification requirements of the IRC
may limit the investment flexibility of the Funds and may make it less likely
that the Funds will meet their investment objectives.

Specific Investment Strategies. A description of certain investment strategies
and types of investments used by some or all of the Funds is set forth below.

Securities Lending. Each Fund may lend portfolio securities to certain
creditworthy borrowers, including the Funds' securities lending agent. Loans of
portfolio securities provide the Funds with the opportunity to earn additional
income on the Fund's portfolio securities. All securities loans will be made
pursuant to agreements requiring the loans to be continuously secured by
collateral in cash or high grade debt obligations at least equal at all times to
the market value of the loaned securities. The borrower pays to the Funds an
amount equal to any dividends or interest received on loaned securities. The
Funds retain all or a portion of the interest received on investment of cash
collateral or receives a fee from the borrower. Lending portfolio securities
involves risks of delay in recovery of the loaned securities or in some cases
loss of rights in the collateral should the borrower fail financially.
Furthermore, because of the risks of delay in recovery, the Fund may lose the
opportunity to sell the securities at a desirable price. A Fund will generally
not have the right to vote securities while they are being loaned.

Money Market Instruments. Each Fund may invest a portion of its assets in
high-quality money market instruments on an ongoing basis to provide liquidity
or for other reasons. The instruments in which a Fund may invest include: (i)
short-term obligations issued by the U.S. Government; (ii) negotiable
certificates of deposit ("CDs"), fixed time deposits and bankers' acceptances of
U.S. and foreign banks and similar institutions; (iii) commercial paper rated at
the date of purchase "Prime-1" by Moody's or "A-1+" or "A-1" by S&P or, if
unrated, of comparable quality as determined by the Fund; and (iv) repurchase
agreements. CDs are short-term negotiable obligations of commercial banks. Time
deposits are non-negotiable deposits maintained in banking institutions for
specified periods of time at stated interest rates. Banker's acceptances are
time drafts drawn on commercial banks by borrowers, usually in connection with
international transactions.

Repurchase Agreements. Each Fund may enter into repurchase agreements with
counterparties that are deemed to present acceptable credit risks. A repurchase
agreement is a transaction in which a Fund purchases securities or other
obligations from a bank or securities dealer (or its affiliate) and
simultaneously commits to resell them to a counterparty at an agreed-upon date
or upon demand and at a price reflecting a market rate of interest unrelated to
the coupon rate or maturity of the purchased obligations. A Fund maintains
custody of the underlying obligations prior to their repurchase, either through
its regular custodian or through a special "triparty" custodian or sub-custodian
that maintains separate accounts for both the Fund and its counterparty. Thus,
the obligation of the counterparty to pay the repurchase price on the date
agreed to or upon demand is, in effect, secured by such obligations.

Repurchase agreements carry certain risks not associated with direct investments
in securities, including a possible decline in the market value of the
underlying obligations. If their value becomes less than the repurchase price,
plus any agreed upon additional amount, the counterparty must provide additional
collateral so that at all times the collateral is at least equal to the
repurchase price plus any agreed upon additional amount. The difference between
the total amount to be received upon repurchase of the obligations and the price
that was paid by a Fund upon acquisition is accrued as interest and included in
its net investment income. Repurchase agreements involving obligations other
than U.S. government securities (such as commercial paper and corporate bonds)
may be subject to special risks and may not have the benefit of certain
protections in the event of the counterparty's insolvency. If the seller or
guarantor becomes insolvent, the Fund may suffer delays, costs and possible
losses in connection with the disposition of collateral.

Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase
agreements, which involve the sale of securities held by a Fund subject to its
agreement to repurchase the securities at an agreed upon date or upon demand and
at a price reflecting a market rate of interest. Reverse repurchase agreements
are subject to each Fund's limitation on borrowings and may be entered into only
with banks or securities dealers or their affiliates. While a reverse repurchase
agreement is outstanding, a Fund will maintain the segregation, either on its
records or with the

Trust's custodian, of cash or other liquid securities, marked to market daily,
in an amount at least equal to its obligations under the reverse repurchase
agreement.

Reverse repurchase agreements involve the risk that the buyer of the securities
sold by a Fund might be unable to deliver them when that Fund seeks to
repurchase. If the buyer of securities under a reverse repurchase agreement
files for bankruptcy or becomes insolvent, the buyer or trustee or receiver may
receive an extension of time to determine whether to enforce a Fund's obligation
to repurchase the securities, and the Fund's use of the proceeds of the reverse
repurchase agreement may effectively be restricted pending such decision.

Investment Company Securities. Each Fund may invest in the securities of other
investment companies (including money market funds). The 1940 Act generally
prohibits a fund from acquiring more than 3% of the outstanding voting shares of
an investment company and limits such investments to no more than 5% of the
fund's total assets in any single investment company and no more than 10% in any
combination of two or more investment companies. All Funds may invest in the
securities of open-end funds (including money market funds) as permitted under
the 1940 Act. Each Fund may purchase shares of affiliated exchange traded funds
in secondary market transactions.

Real Estate Investment Trusts. Each Fund may invest in the securities of real
estate investment trusts ("REITs") to the extent allowed by law. Risks
associated with investments in securities of REITs include: decline in the value
f real estate; risks related to general and local economic conditions;
overbuilding and increased competition; increases in property taxes and
operating expenses; changes in zoning laws; casualty or condemnation losses;
variations in rental income; changes in neighborhood values; the appeal of
properties to tenants; and increases in interest rates. In addition, equity
REITs may be affected by changes in the values of the underlying property owned
by the trusts, while mortgage REITs may be affected by the quality of credit
extended. REITs are dependent upon management skills, may not be diversified and
are subject to the risks of financing projects. REITs are also subject to heavy
cash flow dependency, defaults by borrowers, self liquidation and the
possibility of failing to qualify for tax-free pass-through of income and net
gains under the IRC, and to maintain exemption from the 1940 Act. Certain Funds
may also invest in Companies classified as Passive Foreign Investment Companies
(PFICs). Investments in PFICs may decrease the tax efficiency of certain funds.
If an issuer of debt securities collateralized by real estate defaults, it is
conceivable that the REITs could end up holding the underlying real estate.

Non-U.S. Securities. The International Funds invest a significant portion of
their assets in non-U.S. equity securities. Investments in non-U.S. equity
securities involve certain risks that may not be present in investments in U.S.
securities. For example, non-U.S. securities may be subject to currency risks or
to foreign government taxes that reduce their attractiveness. There may be less
information publicly available about a non-U.S. issuer than about a U.S. issuer,
and a foreign issuer may or may not be subject to uniform accounting, auditing
and financial reporting standards and practices comparable to those in the U.S.
Other risks of investing in such securities include political or economic
instability in the country involved, the difficulty of predicting international
trade patterns and the possibility of imposition of exchange controls. The
prices of such securities may be more volatile than those of domestic
securities. With respect to certain foreign countries, there is a possibility of
expropriation of assets or nationalization, imposition of withholding taxes on
dividend or interest payments, difficulty in obtaining and enforcing judgments
against foreign entities or diplomatic developments which could affect
investment in these countries. Losses and other expenses may be incurred in
converting between various currencies in connection with purchases and sales of
foreign securities.

Non-U.S. stock markets may not be as developed or efficient as, and may be more
volatile than, those in the U.S. While the volume of shares traded on non-U.S.
stock markets generally has been growing, such markets usually have
substantially less volume than U.S. markets. Therefore, a Fund's investment in
non-U.S. equity securities may be less liquid and subject to more rapid and
erratic price movements than comparable securities listed for trading on U.S.
exchanges. Non-U.S. equity securities may trade at price/earnings multiples
higher than comparable U.S. securities and such levels may not be sustainable.
There may be less government supervision and regulation of foreign stock
exchanges, brokers, banks and listed companies abroad than in the U.S. Moreover,
settlement practices for transactions in foreign markets may differ from those
in U.S. markets. Such differences may include delays beyond periods customary in
the U.S. and practices, such as delivery of securities prior to receipt of
payment, which increase the likelihood of a failed settlement, which can result
in losses to a Fund.

The value of non-U.S. investments and the investment income derived from them
may also be affected unfavorably by changes in currency exchange control
regulations. Although the Funds will invest only in securities denominated in
foreign currencies that are fully exchangeable into U.S. dollars without legal
restriction at the time of investment, there can be no assurance that currency
controls will not be imposed subsequently.

Foreign brokerage commissions, custodial expenses and other fees are also
generally higher than for securities traded in the U.S. This may cause the
International Funds to incur higher portfolio transaction costs than domestic
equity funds.

Fluctuations in exchange rates may also affect the earning power and asset value
of the foreign entity issuing a security, even one denominated in U.S. dollars.
Dividend and interest payments may be repatriated based on the exchange rate at
the time of disbursement, and restrictions on capital flows may be imposed.

Set forth below for certain markets in which the Funds may invest are brief
descriptions of some of the conditions and risks in each such market.

Emerging Markets Risk. The WisdomTree Emerging Markets High-Yielding Equity Fund
invests substantially all of its assets in markets that are considered to be
"emerging". Investing in securities listed and traded in emerging markets may be
subject to additional risks associated with emerging market economies. Such
risks may include: (i) greater market volatility, (ii) lower trading volume,
(iii) greater social, political and economic uncertainty, (iv) governmental
controls on foreign investments and limitations on repatriation of invested
capital, (v) the risk that companies may be held to lower disclosure, corporate
governance, auditing and financial reporting standards than companies in more
developed markets, and (vi) the risk that there may be less protection of
property rights than in other countries. Emerging markets are generally less
liquid and less efficient than developed securities markets.

Investments in Australia. The Pacific ex-Japan Total Dividend Fund and the
Pacific ex-Japan High-Yielding Equity Fund generally invest a relatively large
percentage of their assets in companies organized in Australia. The economy of
Australia is heavily dependent on the demand for natural resources and
agricultural products. Conditions that weaken demand for such products worldwide
could have a negative impact on the Australian economy as a whole. These and
other factors could have a negative impact on a Fund's performance.

Investments in Brazil. The Emerging Markets High-Yielding Equity Fund may invest
a portion of its assets in companies organized and listed in Brazil. Investing
in securities of Brazilian companies involves certain considerations not
typically associated with investing in securities of United States companies or
the United States government, including (1) investment and repatriation
controls, which could affect the Fund's ability to operate, and to qualify for
the favorable tax treatment afforded to regulated investment companies for U.S.
Federal income tax purposes, (2) fluctuations in the rate of exchange between
the Brazilian Real and the U.S. Dollar, (3) the generally greater price
volatility and lesser liquidity that characterize Brazilian securities markets,
as compared with U.S. markets, (4) the effect that a trade deficit could have on
economic stability and the Brazilian government's economic policy, (5) high
rates of inflation, (6) governmental involvement in and influence on the private
sector, (7) Brazilian accounting, auditing and financial standards and
requirements, which differ from those in the United States, and (8) political
and other considerations, including changes in applicable Brazilian tax laws.

Investments in Canada. Certain of the International Funds may invest in Canada.
The U.S. is Canada's largest trading partner and foreign investor. As a result,
changes to the U.S. economy may significantly affect the Canadian economy. The
economy of Canada is also heavily dependent on the demand for natural resources
and agricultural products. Conditions that weaken demand for such products
worldwide could have a negative impact on the Canadian economy as a whole. These
and other factors could have a negative impact on a Fund's performance.

Investments in China and Hong Kong. Most of the International Funds (except for
the Europe and Japan Funds) invest a portion of their assets in securities
listed and traded on the Hong Kong Stock Exchange. The Emerging Markets
High-Yeilding Equity Fund invests a portion of its assets in securities of
companies organized in China and listed on the Hong Kong Stock Exchange. In
addition to the aforementioned risks of investing in non-U.S. securities,
investing in securities listed and traded in Hong Kong involves special
considerations not typically associated with investing in countries with more
democratic governments or more established economies or securities markets. Such
risks may include:

(a) the risk of nationalization or expropriation of assets or confiscatory
taxation; (b) greater social, economic and political uncertainty
(including the risk of war); (c) dependency on exports and the
corresponding importance of

international trade; (d) the increasing competition from Asia's other
low-cost emerging economies; (e) currency exchange rate fluctuations and
the lack of available currency hedging instruments; (f) higher rates of
inflation; (g) controls on foreign investment and limitations on
repatriation of invested capital and on the Fund's ability to exchange
local currencies for U.S. dollars; (h) greater governmental involvement in
and control over the economy; (i) the risk that the Chinese government may
decide not to continue to support the economic reform programs implemented
since 1978 and could return to the prior, completely centrally planned,
economy; (j) the fact that China companies, particularly those located in
China, may be smaller, less seasoned and newly-organized companies; (k)
the difference in, or lack of, auditing and financial reporting standards
which may result in unavailability of material information about issuers,
particularly in China; (l) the fact that statistical information regarding
the economy of China may be inaccurate or not comparable to statistical
information regarding the U.S. or other economies; (m) the less extensive,
and still developing, regulation of the securities markets, business
entities and commercial transactions; (n) the fact that the settlement
period of securities transactions in foreignmarkets may be longer; (o) the
willingness and ability of the Chinese government to support the Chinese
and Hong Kong economies and markets is uncertain; (p) the risk that it may
be more difficult, or impossible, to obtain and/or enforce a judgment than
in other countries; (q) the rapidity and erratic nature of growth,
particularly in China, resulting in inefficiencies and dislocations; (r)
the risk that, because of the degree of interconnectivity between the
economies and financial markets of China and Hong Kong, any sizable
reduction in the demand for goods from China, or an economic downturn in
China, could negatively affect the economy and financial market of Hong
Kong, as well; and the risk that certain companies in the Fund's Index may
have dealings with countries subject to sanctions or embargoes imposed by
the U.S. government or identified as state sponsors of terrorism.

Investments in Hong Kong are also subject to certain political risks. Following
the establishment of the People's Republic of China by the Communist Party in
1949, the Chinese government renounced various debt obligations incurred by
China's predecessor governments, which obligations remain in default, and
expropriated assets without compensation. There can be no assurance that the
Chinese government will not take similar action in the future. An investment in
the Fund involves risk of a total loss. China has committed by treaty to
preserve Hong Kong's autonomy and its economic, political and social freedoms
for fifty years from the July 1, 1997 transfer of sovereignty from Great Britain
to China. However, if China would exert its authority so as to alter the
economic, political or legal structures or the existing social policy of Hong
Kong, investor and business confidence in Hong Kong could be negatively
affected, which in turn could negatively affect markets and business
performance. These and other factors could have a negative impact on a Fund's
performance.

Investments in France. Certain of the International Funds may invest in France.
France is a member of the European Economic and Monetary Union ("EMU"). EMU
member countries share coordinated economic policies and a common currency. As a
result, the economy of France may be significantly affected by changes in the
economies of the EMU members or other European countries. These and other
factors could have a negative impact on a Fund's performance.

Investments in Germany. Certain of the International Funds may invest in
Germany. Germany is a member of the European Economic and Monetary Union
("EMU"). EMU member countries share coordinated economic policies and a common
currency. As a result, the economy of Germany may be significantly affected by
changes in the economies of the EMU members or other European countries.
Challenges related to the rebuilding of infrastructure and unemployment in the
former area of East Germany may also impact the economy of Germany. These and
other factors could have a negative impact on a Fund's performance.

Investments in Japan. The Japan Total Dividend Fund, Japan SmallCap Dividend
Fund, Japan High-Yielding Equity Fund, International Consumer Cyclical Sector
Fund, International Health Care Sector Fund, International Industrial Sector
Fund, and International Technology Sector Fund generally invest a relatively
large percentage of their assets in companies organized in Japan. The Japanese
economy is characterized by government intervention and protectionism, an
unstable financial services sector, and relatively high unemployment. Economic
growth is heavily dependent on international trade, government support and
consistent government policy. Slowdowns in the economies of key trading partners
such as the United States, China and countries in Southeast Asia could have a
negative impact on the Japanese economy as a whole. These and other factors
could have a negative impact on a Fund's performance.

Investments in Singapore. Certain of the International Funds may invest in
Singapore. The economy of Singapore is heavily dependent on international trade
and export. Conditions that weaken demand for such products worldwide or in the
Asian region could have a negative and significant impact on the Singaporean
economy as a whole. In addition,

the economy of Singapore may be particularly vulnerable to external market
changes because of its smaller size. These and other factors could have a
negative impact on a Fund's performance.

Investments in South Africa. The Emerging Markets High-Yeilding Equity Fund may
invest a portion of its assets in companies organized and listed in South
Africa. Although South Africa is a developing country with a solid economic
infrastructure (in some regards rivaling other developed countries) certain
issues, such as unemployment, access to healthcare, limited economic
opportunity, and other financial constraints, continue to present obstacles
towards full economic development. There can be no assurance that initiatives by
the government to address these issues will achieve the desired results. South
Africa's currency may be vulnerable to devaluation. These and other factors
could have a negative impact on the Fund's performance.

Investments in South Korea. The Emerging Markets High-Yielding Equity Fund may
invest a portion of its assets in companies organized and listed in South Korea.
The economy of South Korea is heavily dependent on exports and the demand for
certain finished goods. South Korea's main industries include electronics,
automobile production, chemicals, shipbuilding, steel, textiles, clothing,
footwear, and food processing. Conditions that weaken demand for such products
worldwide or in other Asian countries could have a negative impact on the South
Korean economy as a whole. Relations with North Korea could also have a
significant impact on the economy of South Korea. These and other factors could
have a negative impact on the Fund's performance.

Investments in Taiwan. The Emerging Markets High-Yielding Equity Fund may invest
a portion of its assets in companies organized and listed in Taiwan. The economy
of Taiwan is heavily dependent on exports. Currency fluctuations, increasing
competition from Asia's other emerging economies, and conditions that weaken
demand for Taiwan's export products worldwide could have a negative impact on
the Taiwanese economy as a whole. Concerns over Taiwan's history of political
contention and its current relationship with China may also have a significant
impact on the economy of Taiwan. These and other factors could have a negative
impact on a Fund's performance.

Investments in the United Kingdom. Most of the International Funds (except for
the Japan and Pacific ex-Japan Funds) invest a portion of their assets in
companies organized in the United Kingdom. The United Kingdom has one of the
largest economies in Europe and trades heavily with other European countries.
The economy of the United Kingdom may be impacted by changes to the economic
health of other European countries. These and other factors could have a
negative impact on the Fund's performance.

Depositary Receipts. To the extent a Fund invests in stocks of foreign
corporations, a Fund's investment in such stocks may also be in the form of
Depositary Receipts or other securities convertible into securities of foreign
issuers. Depositary Receipts may not necessarily be denominated in the same
currency as the underlying securities into which they may be converted. American
Depositary Receipts ("ADRs") are receipts typically issued by an American bank
or trust company that evidence ownership of underlying securities issued by a
foreign corporation. European Depositary Receipts ("EDRs") are receipts issued
in Europe that evidence a similar ownership arrangement. Global Depositary
Receipts ("GDRs") are receipts issued throughout the world that evidence a
similar arrangement. Generally, ADRs, in registered form, are designed for use
in the U.S. securities markets, and EDRs, in bearer form, are designed for use
in European securities markets. GDRs are tradable both in the United States and
in Europe and are designed for use throughout the world. Depositary Receipts
will not necessarily be denominated in the same currency as their underlying
securities.

A Fund will not invest in any unlisted Depositary Receipts or any Depositary
Receipt that WisdomTree Asset Management or the Sub-Adviser deems to be illiquid
or for which pricing information is not readily available. In addition, all
Depositary Receipts generally must be sponsored. However, a Fund may invest in
unsponsored Depositary Receipts under certain limited circumstances. The issuers
of unsponsored Depositary Receipts are not obligated to disclose material
information in the United States, and, therefore, there may be less information
available regarding such issuers and there may not be a correlation between such
information and the market value of the Depositary Receipts.

Currency Transactions. The International Funds may enter into foreign currency
forward and foreign currency futures contracts to facilitate local securities
settlements or to protect against currency exposure in connection with
distributions to shareholders. The Funds do not expect to engage in currency
transactions for the purpose of hedging

against declines in the value of a Fund's assets that are denominated in one or
more foreign currencies. The Funds may not enter into such contracts for
speculative purposes.

Forward Foreign Currency Transactions. A forward foreign currency exchange
contract ("forward contract") involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. These contracts are principally traded in the interbank market
conducted directly between currency traders (usually large, commercial banks)
and their customers. A forward contract generally has no margin deposit
requirement, and no commissions are charged at any stage for trades.

Foreign Currency Futures Contracts. A foreign currency futures contract is a
contract involving an obligation to deliver or acquire the specified amount of a
specific currency, at a specified price and at a specified future time. Futures
contracts may be settled on a net cash payment basis rather than by the sale and
delivery of the underlying currency.

Foreign exchange transactions involve a significant degree of risk and the
markets in which foreign exchange transactions are effected are highly volatile,
highly specialized and highly technical. Significant changes, including changes
in liquidity and prices, can occur in such markets within very short periods of
time, often within minutes. Foreign exchange trading risks include, but are not
limited to, exchange rate risk, maturity gap, interest rate risk, and potential
interference by foreign governments through regulation of local exchange
markets, foreign investment or particular transactions in foreign currency. If a
Fund utilizes foreign exchange transactions at an inappropriate time, such
transactions may not serve their intended purpose of improving the correlation
of a Fund's return with the performance of its underlying Index and may lower
the Fund's return. A Fund could experience losses if the value of any currency
forwards, options and futures positions is poorly correlated with its other
investments or if it could not close out its positions because of an illiquid
market. In addition, each Fund will incur transaction costs, including trading
commissions, in connection with certain foreign currency transactions.

Illiquid Securities. Each Fund may invest up to an aggregate amount of 15% of
its net assets in illiquid securities. Illiquid securities include securities
subject to contractual or other restrictions on resale and other instruments
that lack readily available markets. The inability of a Fund to dispose of
illiquid or not readily marketable investments readily or at a reasonable price
could impair a Fund's ability to raise cash for redemptions or other purposes.
The liquidity of securities purchased by a Fund which are eligible for resale
pursuant to Rule 144A will be monitored by each Fund on an ongoing basis. In the
event that such a security is deemed to be no longer liquid, a Fund's holdings
will be reviewed to determine what action, if any, is required to ensure that
the retention of such security does not result in a Fund having more than 15% of
its assets invested in illiquid or not readily marketable securities.

Futures, Options and Options on Futures Contracts. Each Fund may enter into U.S.
or foreign futures contracts and options and options on futures contracts. When
a Fund purchases a futures contract, it agrees to purchase a specified
underlying instrument at a specified future date. When a Fund sells a futures
contract, it agrees to sell the underlying instrument at a specified future
date. The price at which the purchase and sale will take place is fixed when the
Fund enters into the contract. Futures can be held until their delivery dates,
or can be closed out before then if a liquid secondary market is available. To
the extent a Fund uses futures and options, it will do so only in accordance
with Rule 4.5 of the Commodity Exchange Act ("CEA"). The Trust, on behalf of
each Fund, has filed a notice of eligibility for exclusion from the definition
of the term "commodity pool operator" in accordance with Rule 4.5 so that each
Fund is not subject to registration or regulation as a commodity pool operator
under the CEA.

Risks of Futures and Options Transactions. The risk of loss in trading futures
contracts or uncovered call options in some strategies (e.g., selling uncovered
stock index futures contracts) is potentially unlimited. The Funds do not plan
to use futures and options contracts in this way. The risk of a futures position
may still be large as traditionally measured due to the low margin deposits
required. In many cases, a relatively small price movement in a futures contract
may result in immediate and substantial loss or gain to the investor relative to
the size of a required margin deposit. The Funds, however, intend to utilize
futures and options contracts in a manner designed to limit their risk exposure
to levels comparable to direct investment in stocks.

Utilization of futures and options on futures by a Fund involves the risk of
imperfect or even negative correlation to the underlying Index if the index
underlying the futures contract differs from the underlying Index. There is also
the risk of loss by a Fund of margin deposits in the event of bankruptcy of a
broker with whom a Fund has an open

position in the futures contract or option. The purchase of put or call options
will be based upon predictions by the Fund as to anticipated trends, which
predictions could prove to be incorrect.

The potential for loss related to the purchase of an option on a futures
contract is limited to the premium paid for the option plus transaction costs.
Because the value of the option is fixed at the point of sale, there are no
daily cash payments by the purchaser to reflect changes in the value of the
underlying contract; however, the value of the option changes daily and that
change would be reflected in the NAV of each Fund. The potential for loss
related to writing options is unlimited.

Although each Fund intends to enter into futures contracts only if there is an
active market for such contracts, there is no assurance that an active market
will exist for the contracts at any particular time.

Swap Agreements. Swap agreements can be individually negotiated and structured
to include exposure to a variety of different types of investments or market
factors. Depending on their structure, swap agreements may increase or decrease
a Fund's exposure to long or short-term interest rates (in the United States or
abroad), foreign currency values, mortgage securities, corporate borrowing
rates, or other factors such as security prices or inflation rates. Swap
agreements can take many different forms and are known by a variety of names.

Swap agreements will tend to shift a Fund's investment exposure from one type of
investment to another. For example, if the Fund agreed to exchange payments in
dollars for payments in foreign currency, the swap agreement would tend to
decrease the Fund's exposure to U.S. interest rates and increase its exposure to
foreign currency and interest rates. Caps and floors have an effect similar to
buying or writing options. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of a Fund's investments and its
share price.

Swap agreements also may allow a Fund to acquire or reduce credit exposure to a
particular issuer. The most significant factor in the performance of swap
agreements is the change in the factors that determine the amounts of payments
due to and from a Fund. If a swap agreement calls for payments by the Fund, the
Fund must be prepared to make such payments when due. If a swap counterparty's
creditworthiness declines, the risk that they may not perform may increase,
potentially resulting in a loss to the Fund. Although there can be no assurance
that the Fund will be able to do so, the Fund may be able to reduce or eliminate
its exposure under a swap agreement either by assignment or other disposition,
or by entering into an offsetting swap agreement with the same party or a
similarly creditworthy party.

TRACKING STOCKS. A tracking stock is a separate class of common stock whose
value is linked to a specific business unit or operating division within a
larger company and which is designed to "track" the performance of such business
unit or division. The tracking stock may pay dividends to shareholders
independent of the parent company. The parent company, rather than the business
unit or division, generally is the issuer of tracking stock. However, holders of
the tracking stock may not have the same rights as holders of the company's
common stock.

FUTURE DEVELOPMENTS. The Board may, in the future, authorize each Fund to invest
in securities contracts and investments other than those listed in this SAI and
in each Fund's Prospectus, provided they are consistent with the Fund's
investment objective and do not violate any investment restrictions or policies.

PROXY VOTING POLICY

The Trust has adopted as its proxy voting policies for each Fund the proxy
voting guidelines of the Sub-Adviser. The Trust has delegated to the Sub-Adviser
the authority and responsibility for voting proxies on the portfolio securities
held by each Fund. The remainder of this section discusses each Fund's proxy
voting guidelines and the Sub-Adviser's role in implementing such guidelines.

The Sub-Adviser understands that proxy voting is an integral aspect of
investment management. Accordingly, proxy voting must be conducted with the same
degree of prudence and loyalty accorded any fiduciary or other obligation of an
investment manager. The Sub-Adviser has designated a Proxy Committee with the
responsibility for administering and overseeing the proxy voting process and
procedures.

The Sub-Adviser has elected to retain Institutional Shareholder Services, Inc.
("ISS") as a proxy consultant. ISS is currently performing certain proxy-related
services pursuant to these procedures, including providing research and making
voting determinations in accordance with the proxy voting guidelines, voting and
submitting proxies and related administrative and recordkeeping functions. In
addition, the Sub-Adviser has determined that, except as set

forth in the proxy policy and noted below, proxies will be voted in accordance
with the voting recommendations contained in the proxy voting guidelines, which
have been prepared by the Sub-Adviser and ISS. If the guidelines do not address
how a proxy should be voted, the proxy will be voted in accordance with ISS
recommendations. As ISS will vote proxies in accordance with the proxy voting
guidelines, the Sub-Adviser believes that this process is reasonably designed to
address material conflicts of interest that may arise between the Sub-Adviser
and a Fund as to how proxies are voted. If an investment professional (a
portfolio manager, the Sub-Adviser's Chief Investment Officer or other
investment professional) believes that it may be in the best interest of a Fund
to vote in a manner inconsistent with ISS' recommendations, such investment
professional must contact the Proxy Committee and complete a questionnaire to
allow the Proxy Committee to review the recommendation and consider such other
matters as it deems appropriate to determine that there is no material conflict
of interest between the Sub-Adviser and the Fund with respect to the voting of
the proxy in that manner. If the proxy guidelines do not address how a proxy
should be voted and ISS refrains from making a recommendation as to how such
proxy should be voted, the Proxy Committee will make a determination as to how
the proxy should be voted. After making such a determination, the Proxy
Committee will consider such matters as it deems appropriate to determine that
there is no material conflict of interest between the Sub-Adviser and the Fund
with respect to the voting of the proxy in that manner.

Although the proxy guidelines detail numerous specific instances and possible
proposals, the guidelines provide that ISS will generally vote "for" management
proposals on routine business; case by case on management proposals related to
directors (though "for" routine matters and "against" classification of the
Board); case by case on management proposals related to a company's
capitalization, reorganizations or merger proposals, and non-salary compensation
issues; "against" management proposals on anti-takeover related proposals; and
"against" or case by case on most shareholder proposals, including social
issues. A complete copy of the Proxy Policy may be obtained by calling
1-866-909-9473.

Information with respect to how the Funds voted proxies relating to portfolio
securities held by such Funds for the period from inception to June 30, 2006 is
available: (i) without charge, upon request, by calling 1-866-909-9473 or
through the Fund's website at www.wisdomtree.com; and (ii) on the SEC's website
at www.sec.gov. The International Sector and the Earnings Funds are newly
organized and had not yet voted any proxies as of the date of this SAI.
Information about how the International Sector Funds voted proxies relating to
portfolio securities will be available after August 31, 2007 in the same manner.

PORTFOLIO HOLDING DISCLOSURE POLICIES AND PROCEDURES

The Trust has adopted a Portfolio Holdings Policy (the "Policy") with respect to
each Fund to prevent possible disclosure and misuse of material non-public
information concerning each Fund's portfolio holdings. This Policy applies to
all officers, employees and agents of each Fund. This includes the Funds'
investment adviser, WisdomTree Asset Management, and Sub-Adviser, BNY Investment
Advisers (together, for purposes of this Policy, the "Advisers").

Purpose of the Policy. Each Fund's current portfolio holdings may be material
non-public information and, if so, must not be selectively disclosed, except in
accordance with the Policy or as otherwise required by state law or federal
securities laws. The Policy is designed to prevent the possible misuse of
knowledge of a Fund's portfolio holdings and to ensure that the interests of the
Fund's Advisers, distributor, ALPS Distributors, Inc. (the "Distributor"), or
any affiliated person of the Fund, the Advisers or the Distributor, are not
placed above those of the Fund's shareholders. General. Each Fund's portfolio
holdings information must be disclosed in a manner that: (a) is consistent with
applicable legal requirements and in the best interests of the Fund's
shareholders; (b) does not put the interests of the Fund's Advisers or the
Distributor, or any affiliated person of the Fund, the Advisers or the
Distributor, above those of the Fund's shareholders; (c) does not advantage any
current or prospective Fund shareholders over any other current or prospective
Fund shareholders, except to the extent that certain entities (as described
below) may receive portfolio holdings information not available to other current
or prospective Fund shareholders in connection with the dissemination of
information necessary for transactions in Creation Units (defined below), as
contemplated by the WisdomTree Exemptive Orders and discussed below; and (d)
does not provide selective access to portfolio holdings information except
pursuant to the procedures outlined below and to the extent appropriate
confidentiality arrangements limiting the use of such information are in effect.

The "entities" referred to in sub-section (c) above are generally limited to
National Securities Clearing Corporation ("NSCC") members and subscribers to
various fee-based subscription services, including those large institutional
investors (known as "Authorized Participants") that have been authorized by the
Distributor to purchase and redeem large blocks of shares, known as "Creation
Units", pursuant to legal requirements, including the WisdomTree Exemptive
Orders granted by the SEC pursuant to which each Fund offers and redeems its
shares, and other institutional market participants and entities that provide
information services.

The Funds' Chief Compliance Officer may authorize disclosure of portfolio
holdings.

Disclosure of Portfolio Holdings to Service Providers. Each business day,
information about each Fund's portfolio holdings will be provided to the
Distributor or other agent for dissemination through the facilities of the NSCC
and/or other fee-based subscription services to NSCC members and/or subscribers
to those other fee-based subscription services, including Authorized
Participants, and to entities that publish and/or analyze such information in
connection with the process of purchasing or redeeming Creation Units or trading
shares of the Fund in the secondary market. This information typically reflects
each Fund's anticipated portfolio holdings on the following business day, though
it may not represent a pro rata portion of such portfolio.

Daily access to information concerning the Fund's portfolio holdings is
permitted (i) to certain personnel of those service providers that are involved
in portfolio management and providing administrative, operational, risk
management, or other support to portfolio management, including affiliated
broker-dealers and/or Authorized Participants, and (ii) to other personnel of
the Advisers, the Distributor and the Fund's administrator, custodian and
accountant, who deal directly with, or assist in, functions related to
investment management, administration, custody and fund accounting, as may be
necessary to conduct business in the ordinary course in a manner consistent with
the WisdomTree Exemptive Orders, agreements with the Fund, and the terms of the
Trust's current registration statement.

Online Disclosure of Ten Largest Stock Holdings. Each Fund may disclose its
complete portfolio holdings and its ten largest stock portfolio holdings and the
percentages that each of these ten largest stock portfolio holdings represent of
the Fund's total assets as of the close of the prior business day, the following
business day, or as soon as practicable thereafter, online at
www.wisdomtree.com. Online disclosure of such holdings is freely available to
all categories of persons, including individual investors, institutional
investors, intermediaries, third-party service providers, rating and ranking
organizations.

Disclosure of Portfolio Holdings As Required by Applicable Law. Each Fund will
disclose its complete portfolio holdings schedule in public filings with the SEC
on a quarterly basis, based on the Fund's fiscal year, within sixty (60) days of
the end of the quarter, and will provide that information to shareholders, as
required by federal securities laws and regulations thereunder.

Prohibitions on Disclosure of Portfolio Holdings. No person is authorized to
disclose a Fund's portfolio holdings or other investment positions (whether in
writing, by fax, by e-mail, orally, or by other means) except in accordance with
the Policy.

DESCRIPTION OF THE WISDOMTREE INDEXES

Brief descriptions of the Indexes on which the Funds are based and the equity
markets in which the Funds invest are provided below. Additional information
about each Index, including the components and weightings of the Indexes, as
well as the rules that govern inclusion and weighting in each of the Indexes is
available at www.wisdomtree.com.

Component Selection Criteria. In order to be included in one of the WisdomTree
Dividend Indexes, a company must pay regular cash dividends on shares of its
common stock. Companies must also meet certain liquidity requirements. For
example, a company must have a minimum market capitalization of $100 million as
of the Index measurement date (defined below) and have an average daily dollar
volume traded of at least $100,000 for the three months prior to the Index
measurement date. Some Indexes have higher minimum capitalization and liquidity
requirements. To be included in one of the U.S. Dividend Indexes, a company must
be incorporated in the United States (including Puerto Rico), and must list its
shares on the New York Stock Exchange, American Stock Exchange or the NASDAQ
National Market. To be included in one of the non-U.S. Indexes, a company must
list its shares on a major non-U.S. stock exchange and be organized outside of
the United States. Common stocks, real estate investment trusts, tracking
stocks, and holding companies are eligible for inclusion in each Index. Limited
partnerships, limited liability

companies, mortgage REITS, royalty trusts, preferred stocks, closed-end funds,
exchange-traded funds, passive foreign investment companies, and derivative
securities, such as warrants and rights, are not eligible.

In order to be included in one of the WisdomTree Domestic Earnings Indexes, a
company must: (i) be incorporated in the United States (including Puerto Rico),
(ii) be listed on the NYSE, AMEX or NASDAQ, (iii) have generated positive
earnings on a cumulative basis in their most recent four fiscal quarters
preceding the Index measurement date, (iv) have a market capitalization of at
least $100 million on the Index measurement date, (v) have an average daily
dollar volume of at least $200,000 for each of the six months prior to the Index
measurement date, and (vi) have a price to earnings ratio ("P/E ratio") of at
least 2 as of the Index measurement date. Companies are weighted in the Index
based on their earnings over their most recent four fiscal quarters preceding
the Index measurement date. For these purposes, "earnings" are determined using
a company's "Core Earnings." Core Earnings is a standardized calculation of
earnings developed by S&P that is designed to include expenses, incomes and
activities that reflect the actual profitability of a company's ongoing
operations. Common stocks, tracking stocks, and holding companies are eligible
for inclusion. REITs, ADRs, GDRs and EDRs are excluded, as are limited
partnerships, limited liability companies, royalty trusts, preferred stocks,
closed-end funds, exchange-traded funds, and derivative securities, such as
warrants and rights, are not eligible.

Annual Index Reconstitution. The WisdomTree Indexes are "reconstituted" on an
annual basis. New securities are added to the Indexes only during the "annual
reconstitution." The annual reconstitution of the Domestic Dividend and Earnings
Indexes takes place at the end of November and the beginning of December each
year. The International Dividend Indexes were constituted for the first time in
the Spring of 2006. The International Sector Indexes were constituted for the
first time in October of 2006. The first annual reconstitution of the
International Indexes will occur in June 2007 (except that the first annual
reconstitution for the WisdomTree International Real Estate Index will occur in
June 2008).

During the annual reconstitution, securities are screened to determine whether
they comply with WisdomTree's proprietary Index methodology and are eligible to
be included in an Index. This date is sometimes referred to as the "Index
measurement date" or the "Screening Point." Based on this screening, securities
that meet Index requirements are added to the applicable Index and securities
that do not meet such requirements are dropped from the applicable Index. A
"preliminary Index" is made publicly available based on this information. The
"Weighting Date" is the date when the final weights of each component security
of each Index are established. This is determined after the close of trading on
the third Wednesday of December for the Domestic Dividend and Earnings Indexes
and after the close of trading on the third Wednesday of June for the
International Indexes. The final index constituents and their respective
weightings are made publicly available at this time. The final Index
constituents and final constituent weightings go into effect immediately before
the opening of trading on the Monday following the Weighting Date. This is
sometimes referred to as the "Reconstitution Date."

Index Maintenance. Index maintenance occurs throughout the year and includes
monitoring and implementing the adjustments for company additions and deletions,
stock splits, corporate restructurings and other corporate actions. Corporate
actions are generally implemented after the close of trading on the day prior to
the ex-date of such corporate actions. To the extent reasonably practicable,
such changes will be announced at least two days prior to their implementation.

Should any company achieve a weighting equal or greater than 24% of an Index,
its weighting will be reduced at the close of the current calendar quarter and
other components in the Index will be rebalanced. Moreover, should the
collective weight of Index component securities whose individual current weights
equal or exceed 5% of an Index, when added together, exceed 50% of such Index,
the weightings in those component securities will be reduced so that their
collective weight equals 40% of the Index as of the close of the current
calendar quarter, and other components in the Index will be rebalanced.

Index Availability. Each WisdomTree Index is calculated and disseminated
throughout each day the New York Stock Exchange is open for trading.

Changes to the Index Methodology. The WisdomTree Indexes are governed by a
published, rules-based methodology. Changes to the methodology will be publicly
disclosed at www.wisdomtreeindexes.com prior to implementation. Sixty (60) days
prior notice will be given prior to the implementation of any such change.

Index Calculation Agent. In order to minimize any potential for conflicts caused
by the fact that WisdomTree Investments and its affiliates act as Index provider
and investment adviser to the Funds, WisdomTree Investments has retained an
unaffiliated third party to calculate each Index (the "Calculation Agent"). The
Calculation Agent, using the rules-based methodology, will calculate, maintain
and disseminate the Indexes on a daily basis. WisdomTree Investments will
monitor the results produced by the Calculation Agent to help ensure that the
Indexes are being calculated in accordance with the rules-based methodology. In
addition, WisdomTree Investments and WisdomTree Asset Management have
established policies and procedures designed to prevent non-public information
about pending changes to the Indexes from being used or disseminated in an
improper manner. Furthermore, WisdomTree Investments and WisdomTree Asset
Management have established policies and procedures designed to prevent improper
use and dissemination of non-public information about the Funds' portfolio
strategies and to prevent the Funds' portfolio managers from having any
influence on the construction of the Index methodology.

WISDOMTREE DOMESTIC DIVIDEND INDEXES

WisdomTree Dividend Index

Number of Components: approximately 1565

Index Description. The WisdomTree Dividend Index measures the performance of
U.S. companies that pay regular cash dividends on shares of their common stock.
Each Domestic Dividend Index is derived from the WisdomTree Dividend Index.

WisdomTree High-Yielding Equity Index

Number of Components: approximately 430

Index Description. The WisdomTree High-Yielding Equity Index measures the
performance of the highest yielding stocks within the WisdomTree Dividend Index
that meet specified requirements as of the Index measurement date. The Index is
created by selecting from the WisdomTree Dividend Index those companies with
market capitalizations of at least $200 million and average daily trading
volumes of at least $200,000 for the three months prior to the Index measurement
date. The top 30% of these companies ranked by dividend yield are included in
the Index. Companies are weighted in the Index based on their projected cash
dividends as of the Index measurement date. The Index includes
large-capitalization, mid-capitalization and small-capitalization securities.

WisdomTree LargeCap Dividend Index

Number of Components: approximately 300

Index Description. The WisdomTree LargeCap Dividend Index measures performance
of companies that pay regular cash dividends from the large-capitalization
segment of the WisdomTree Dividend Index. The Index consists of the 300
companies in the WisdomTree Dividend Index with the highest market
capitalizations as of the Index measurement date. Companies in the Index are
weighted based on their projected cash dividends as of the Index measurement
date. The Index consists of large-capitalization securities.

WisdomTree Dividend Top 100 Index

Number of Components: approximately 100

Index Description. The WisdomTree Dividend Top 100 Index measures the
performance of the 100 highest dividend-yielding companies in the WisdomTree
LargeCap Dividend Index. Unlike other WisdomTree Domestic Indexes, which weight
index components based on projected cash dividends, a component's weight in the
Index is based on its indicated annual dividend yield as of the Index
measurement date. Indicated annual dividend yield is calculated by annualizing
the most recently declared regular cash dividend per share and dividing the
amount by the stock price. A component company's weight in the Index is
determined by dividing its indicated annual dividend yield by the sum of all the
indicated annual dividend yields for all the component companies in the Index.
The Index consists of approximately 100 large-capitalization securities.

WisdomTree MidCap Dividend Index

Number of Components: approximately 100

Index Description. The WisdomTree MidCap Dividend Index measures the performance
of companies that pay regular cash dividends from the mid-capitalization segment
of the WisdomTree Dividend Index. The Index is created by first removing the 300
companies with the highest market capitalizations as of the Index measurement
date from

the WisdomTree Dividend Index. Those companies that comprise the top 75% of the
remaining market capitalization of the WisdomTree Dividend Index as of the Index
measurement date are included in the WisdomTree MidCap Index. Companies are
weighted in the Index based on their projected cash dividends as of the Index
measurement date. The Index includes primarily mid-capitalization securities.

WisdomTree SmallCap Dividend Index

Number of Components: approximately 815

Index Description. The WisdomTree SmallCap Dividend Index measures the
performance of companies that pay regular cash dividends from the
small-capitalization segment of the WisdomTree Dividend Index. The Index is
created by first removing the 300 companies with the highest market
capitalizations as of the Index measurement date from the WisdomTree Dividend
Index. Those companies that comprise the bottom 25% of the remaining market
capitalization of the Dividend Index as of the Index measurement date are
included in the WisdomTree SmallCap Index. Companies are weighted in the Index
based on their projected cash dividends as of the Index measurement date. The
Index includes primarily small-capitalization securities.

WISDOMTREE DOMESTIC EARNINGS INDEXES

WisdomTree Earnings Index

Number of Components: approximately 2340

Index Description. The WisdomTree Earnings Index is a fundamentally weighted
index that measures the performance of earnings-generating companies within the
broad U.S. stock market. The Index consists of companies that: (i) are
incorporated in the United States (including Puerto Rico), (ii) are listed on
the New York Stock Exchange, American Stock Exchange, NASDAQ Global Select, or
NASDAQ Global Market (the "NASDAQ Market"), (iii) have generated positive
earnings on a cumulative basis in their most recent four fiscal quarters
preceding the Index measurement date, (iv) have a market capitalization of at
least $100 million on the Index measurement date, (v) have an average daily
dollar volume of at least $200,000 for each of the six months prior to the Index
measurement date, and (vi) have a price to earnings ratio ("P/E ratio") of at
least 2 as of the Index measurement date. Companies are weighted in the Index
based on their earnings over their most recent four fiscal quarters preceding
the Index measurement date. For these purposes, "earnings" are determined using
a company's "Core Earnings." Core Earnings is a standardized calculation of
earnings developed by S&P that is designed to include expenses, incomes and
activities that reflect the actual profitability of a company's ongoing
operations. Companies are weighted in the Index based on their earnings over the
four quarters preceding the Index measurement date. The Index includes
large-capitalization, mid-capitalization and small-capitalization securities and
is, in this sense, an earnings-weighted index for the broad U.S. market. As of
December 31, 2006, approximately 77% of the capitalization of the Index
consisted of companies with market capitalizations over $10 billion.

WisdomTree Earnings 500 Index

Number of Components: approximately 500

Index Description. The WisdomTree Earnings 500 Index is a fundamentally weighted
index that measures the performance of earnings-generating companies within the
large-capitalization segment of the U.S. stock market. The Index consists of the
500 largest companies ranked by market capitalization in the WisdomTree Earnings
Index as of the Index measurement date. Companies are weighted in the Index
based on their earnings over their most recent four fiscal quarters preceding
the Index measurement date. For these purposes, "earnings" are determined using
a company's "Core Earnings." Core Earnings is a standardized calculation of
earnings developed by Standard & Poor's that is designed to include expenses,
incomes and activities that reflect the actual profitability of a company's
ongoing operations. The Index includes primarily large-capitalization
securities. As of December 31, 2006, approximately 89% of the capitalization of
the Index consisted of companies with market capitalizations over $10 billion.

WisdomTree MidCap Earnings Index

Number of Components: approximately 785

Index Description. The WisdomTree MidCap Earnings Index is a fundamentally
weighted index that measures the performance of earnings-generating companies
within the mid-capitalization segment of the U.S. stock market. The Index is
created by first removing the 500 companies with the highest market
capitalizations as of the Index measurement date from the WisdomTree Earnings
Index. Those companies that comprise the top 75% of the

remaining market capitalization of the WisdomTree Earnings Index are included in
the WisdomTree MidCap Earnings Index. For these purposes, Companies are weighted
in the Index based on their earnings over their most recent four fiscal quarters
preceding the Index measurement date. For these purposes, "earnings" are
determined using a company's "Core Earnings." Core Earnings is a standardized
calculation of earnings developed by Standard & Poor's that is designed to
include expenses, incomes and activities that reflect the actual profitability
of a company's ongoing operations. The Index includes primarily
mid-capitalization securities. As of December 31, 2006, approximately 86% of the
capitalization of the Index consisted of companies with market capitalizations
between $2 billion and $10 billion.

WisdomTree SmallCap Earnings Index

Number of Components: approximately 1055

Index Description. The WisdomTree SmallCap Earnings Index is a fundamentally
weighted index that measures the performance of earnings-generating companies
within the small-capitalization segment of the U.S. stock market. The Index is
created by first removing the 500 companies with the highest market
capitalizations as of the Index measurement date from the WisdomTree Earnings
Index. Those companies that comprise the bottom 25% of the remaining market
capitalization of the WisdomTree Earnings Index are included in the WisdomTree
SmallCap Earnings Index. Companies are weighted in the Index based on their
earnings over their most recent four fiscal quarters preceding the Index
measurement date. For these purposes, "earnings" are determined using a
company's "Core Earnings." Core Earnings is a standardized calculation of
earnings developed by Standard & Poor's that is designed to include expenses,
incomes and activities that reflect the actual profitability of a company's
ongoing operations. The Index includes primarily small-capitalization
securities. As of December 31, 2006, 100% of the capitalization of the Index
consisted of companies with market capitalizations less than $2 billion.

WisdomTree Earnings Top 100 Index

Number of Components: approximately 100

Index Description. The WisdomTree Earnings Top 100 Index is a fundamentally
weighted Index that measures the performance of 100 large-cap companies with
relatively high earnings yields. The Index is created by selecting the 100
companies with the highest earnings yields from the 300 largest companies within
the WisdomTree Earnings 500 Index. Unlike the other Earnings Indexes which
weight companies based on aggregate earnings, the Index is weighted by earnings
yield. A component company's weight in the Index at the Index measurement date
is determined by its earnings yield. Earnings yield is calculated by dividing a
company's trailing 12 months earnings by its market capitalization. This amount
is then divided by the sum of all earnings yields for all the component
companies in the Index. For these purposes, "earnings" are determined using a
company's "Core Earnings." Core Earnings is a standardized calculation of
earnings developed by Standard & Poor's that is designed to include expenses,
incomes and activities that reflect the actual profitability of a company's
ongoing operations. The Index includes primarily large-capitalization
securities. As of December 31, 2006, approximately 97% of the capitalization of
the Index consisted of companies with market capitalizations over $10 billion.

WisdomTree Low P/E Index

Number of Components: approximately 700

Index Description. The WisdomTree Low P/E Index is a fundamentally weighted
index that measures the performance of companies with the lowest
price-to-earnings ratios ("P/E ratios") within the WisdomTree Earnings Index
that meet certain requirements. To be included in the Low P/E Index, companies
must have market capitalizations of at least $200 million as of the Index
measurement date. On the Index measurement date companies that meet these
requirements are ranked by P/E ratio. Those companies with the lowest P/E ratios
are ranked highest. The top 30% of these companies are included in the Index.
Companies are weighted in the Index based on their earnings over the four
quarters preceding the Index measurement date. For these purposes, "earnings"
are determined using a company's "Core Earnings." Core Earnings is a
standardized calculation of earnings developed by Standard & Poor's that is
designed to include expenses, incomes and activities that reflect the actual
profitability of a company's ongoing operations. The Index includes primarily
large-capitalization securities. As of December 31, 2006, approximately 79% of
the Index consisted of companies with market capitalizations over $10 billion.

WISDOMTREE INTERNATIONAL DIVIDEND INDEXES

WisdomTree DEFA Index

Number of Components: approximately 2225

Index Description. The WisdomTree DEFA Index measures the performance of
companies in developed markets outside of the U.S. and Canada that pay regular
cash dividends on shares of common stock and that meet certain other
requirements. To be included in the WisdomTree DEFA Index, companies must be
incorporated in one of 16 developed-market European countries (Austria, Belgium,
Denmark, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Norway,
Portugal, Spain, Sweden, Switzerland, or the United Kingdom), Japan, Hong Kong,
Singapore, Australia, or New Zealand, and must be listed on a major securities
exchange in one of those countries. Companies must have paid at least $5 million
in cash dividends on their common stock as of the most recent Index measurement
date and must also satisfy specified liquidity and other requirements. Companies
are weighted in the Index based on regular cash dividends paid. The Index
includes large-capitalization, mid-capitalization and small-capitalization
securities.

WisdomTree DEFA High-Yielding Equity Index

Number of Components: approximately 640

Index Description. The WisdomTree DEFA High-Yielding Equity Index measures the
performance of the highest dividend yielding stocks within the WisdomTree DEFA
Index that meet specified requirements as of the Index measurement date. The
Index is created by selecting from the WisdomTree DEFA Index those companies
with market capitalizations of at least $200 million and average daily dollar
trading volumes of at least $200,000 for the three months prior to the Index
measurement date. The top 30% of these companies ranked by dividend yield are
included in the Index. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes large-capitalization, mid-capitalization and
small-capitalization securities.

WisdomTree Europe Dividend Index

Number of Components: approximately 1070

Index Description. The WisdomTree Europe Dividend Index measures the performance
of companies incorporated in 16 developed-market European countries that pay
regular cash dividends on shares of common stock and meet certain other
requirements. The Index is comprised of companies that are incorporated in and
have their shares of common stock listed on a major stock exchange in one of the
following countries: Austria, Belgium, Denmark, Finland, France, Germany,
Greece, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden,
Switzerland, or the United Kingdom. Companies must have paid at least $5 million
in cash dividends on shares of their common stock as of the most recent Index
measurement date and must also satisfy specified liquidity and other
requirements. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes large-capitalization, mid-capitalization and
small-capitalization securities.

WisdomTree Europe High-Yielding Equity Index

Number of Components: approximately 315

Index Description. The WisdomTree Europe High-Yielding Equity Index measures the
performance of the highest dividend yielding stocks within the WisdomTree Europe
Dividend Index that meet specified requirements as of the Index measurement
date. The Index is created by selecting from the WisdomTree Europe Dividend
Index those companies with market capitalizations of at least $200 million and
average daily dollar trading volumes of at least $200,000 for the three months
prior to the Index measurement date. The top 30% of these companies are ranked
by dividend yield are included in the Index. Companies are weighted in the Index
based on regular cash dividends paid. The Index includes large-capitalization,
mid-capitalization and small-capitalization securities.

WisdomTree Europe SmallCap Dividend Index

Number of Components: approximately 460

Index Description. The WisdomTree Europe SmallCap Dividend Index measures the
performance of small-capitalization companies incorporated in Western Europe
that pay regular cash dividends on shares of common stock and meet specified
requirements as of the Index measurement date. The Index is created by first
removing from the WisdomTree Europe Dividend Index the 300 companies with the
highest market capitalizations as of the Index measurement date. Those companies
that comprise the bottom 25% of the remaining market capitalization of this
group are included in the

WisdomTree Europe SmallCap Dividend Index. Companies are weighted in the Index
based on regular cash dividends paid. The Index includes primarily
small-capitalization securities. In this sense, it is a dividend-weighted
small-cap index for the dividend-paying segment of Western Europe.

WisdomTree Japan Dividend Index

Number of Components: approximately 775

Index Description. The WisdomTree Japan Dividend Index measures the performance
of companies incorporated in Japan that pay regular cash dividends on shares of
common stock and meet certain other requirements. The Index is comprised of
companies incorporated in Japan that list their shares on the Tokyo Stock
Exchange. Companies must have paid at least $5 million in cash dividends on
their common stock as of the most recent Index measurement date and must also
satisfy specified liquidity and other requirements. Companies are weighted in
the Index based on regular cash dividends paid. The Index includes
large-capitalization, mid-capitalization and small-capitalization securities.

WisdomTree Japan High-Yielding Equity Index

Number of Components: approximately 235

Index Description. The WisdomTree Japan High-Yielding Equity Index measures the
performance of the highest dividend yielding stocks within the WisdomTree Japan
Dividend Index that meet specified requirements as of the Index measurement
date. The Index is created by selecting from the WisdomTree Japan Dividend Index
those companies with market capitalizations of at least $200 million and average
daily dollar trading volumes of at least $200,000 for three months prior to the
Index measurement date. The top 30% of these companies ranked by dividend yield
are included in the Index. Companies are weighted in the Index based on regular
cash dividends paid. The Index includes large-capitalization, mid-capitalization
and small-capitalization securities.

WisdomTree Japan SmallCap Dividend Index

Number of Components: approximately 475

Index Description. The WisdomTree Japan SmallCap Dividend Index measures the
performance of small-capitalization companies incorporated in Japan that pay
regular cash dividends on shares of common stock and meet specified requirements
as of the Index measurement date. The Index is created by first removing the 300
companies with the highest market capitalizations as of the Index measurement
date from the WisdomTree Japan Dividend Index. The remaining companies are then
weighted in the Index based on regular cash dividends paid. The Index includes
primarily small-capitalization securities. In this sense, it is a
dividend-weighted small-cap index for the dividend-paying segment of Japan.

WisdomTree Pacific ex-Japan Dividend Index

Number of Components: approximately 380

Index Description. The WisdomTree Pacific ex-Japan Dividend Index measures the
performance of companies in Hong Kong, Singapore, Australia and New Zealand that
pay regular cash dividends on shares of common stock and meet certain other
requirements. The WisdomTree Pacific ex-Japan Dividend Index is comprised of
companies that are incorporated in and have their shares listed on a major stock
exchange in Hong Kong, Singapore, Australia or New Zealand. Companies must have
paid at least $5 million in cash dividends on their common stock as of the most
recent Index measurement date and must also satisfy specified liquidity and
other requirements. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes large-capitalization, mid-capitalization and
small-capitalization securities.

WisdomTree Pacific ex-Japan High-Yielding Equity Index

Number of Components: approximately 95

Index Description. The WisdomTree Pacific ex-Japan High-Yielding Equity Index
measures the performance of the highest dividend paying stocks within the
WisdomTree Pacific ex-Japan Dividend Index that meet specified requirements as
of the Index measurement date. The Index is created by selecting from the
WisdomTree Pacific ex-Japan Dividend Index those companies with market
capitalizations of at least $200 million and average daily trading volumes of at
least $200,000 for the three months prior to the measurement date. The top 30%
of these companies ranked by dividend yield are included in the Index. Companies
are weighted in the Index based on regular cash dividends paid. The Index
includes large-capitalization, mid-capitalization and small-capitalization
securities.

WisdomTree International LargeCap Dividend Index

Number of Components: approximately 300

Index Description. The WisdomTree International LargeCap Dividend Index measures
the performance of companies that pay regular cash dividends from the
large-capitalization segment of Europe, Far East Asia and Australasia. The Index
is created by selecting from the WisdomTree DEFA Index the 300 companies in the
Index with the highest market capitalizations as of the Index measurement date.
Companies are weighted in the Index based on regular cash dividends paid. The
Index includes primarily large-capitalization securities.

WisdomTree International Dividend Top 100 Index

Number of Components: approximately 100

Index Description. The WisdomTree International Dividend Top 100 Index measures
the performance of the 100 highest dividend-yielding companies from Europe, Far
East Asia and Australasia. The Index is created by selecting the 100 highest
dividend-yielding companies from the WisdomTree International LargeCap Dividend
Index. Unlike other WisdomTree International Indexes, which weight index
components based on regular cash dividends paid, a component's weight in the
Index is based on its annual dividend yield as of the Index measurement date. A
component company's weight in the Index is determined by dividing its indicated
annual dividend yield by the sum of all the indicated annual dividend yields for
all the component companies in the Index. The Index consists of selected
large-capitalization securities.

WisdomTree International MidCap Dividend Index

Number of Components: approximately 690

Index Description. The WisdomTree International MidCap Dividend Index measures
the performance of companies that pay regular cash dividends from the
mid-capitalization segment of markets in Europe, Far East Asia and Australasia.
The Index is created by first removing from the WisdomTree DEFA Index the 300
companies with the highest market capitalizations as of the Index measurement
date. Those companies that comprise the top 75% of the remaining market
capitalization of this group are included in the WisdomTree International MidCap
Dividend Index. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes primarily mid-capitalization securities.

WisdomTree International SmallCap Dividend Index

Number of Components: approximately 1235

Index Description. The WisdomTree International SmallCap Dividend Index measures
the performance of companies that pay regular cash dividends from the
small-capitalization segment of markets in Europe, Far East Asia and
Australasia. The Index is created by first removing from the WisdomTree DEFA
Index the 300 companies with the highest market capitalizations as of the Index
measurement date. Those companies that comprise the bottom 25% of the remaining
market capitalization of this group are included in the WisdomTree International
SmallCap Dividend Index. Companies are weighted in the Index based on regular
cash dividends paid. The Index includes primarily small-capitalization
securities.

WisdomTree Emerging Markets High-Yielding Equity Index

Number of Components: approximately 220

Index Description. The WisdomTree Emerging Markets High-Yielding Equity Index
measures the performance of emerging market stocks with relatively high dividend
yields. Companies in the Index must meet specified liquidity and other
requirements as of the Index measurement date. The Index is created by selecting
the top 30% of Index constituents ranked by dividend yield from the WisdomTree
Emerging Markets Dividend Index. Companies eligible for inclusion in the Index
must be incorporated in and have their shares listed on a major stock exchange
in Argentina, Brazil, Chile, China, Czech Republic, Hungary, India, Indonesia,
Israel, Malaysia, Mexico, Philippines, Poland, Russia, South Africa, South
Korea, Taiwan, Thailand or Turkey. Companies must have paid at least $5 million
in cash dividends on their common stock in the 12 months prior to the most
recent Index measurement date. Companies are weighted in the Index based on
regular cash dividends paid. The Index includes large-capitalization,
mid-capitalization and small-capitalization securities.

WISDOMTREE INTERNATIONAL SECTOR INDEXES

WisdomTree International Basic Materials Sector Index

Number of Components: approximately 170

Index Description. The WisdomTree International Basic Materials Sector Index is
derived from the WisdomTree DEFA Index. The WisdomTree DEFA Index measures the
performance of companies in developed markets outside the U.S. (i.e., Europe,
Far East Asia and Australasia) that pay regular cash dividends and meet certain
other requirements. The WisdomTree International Basic Materials Sector Index
measures the performance of companies that WisdomTree Investments classifies as
being in the "Basic Materials" sector of the WisdomTree DEFA Index. Companies
are weighted in the Index based on regular cash dividends paid. The Index
includes the following types of companies: chemicals, forest products and paper,
iron/steel, and mining. The Index includes large-capitalization,
mid-capitalization and small-capitalization securities.

WisdomTree International Communications Sector Index

Number of Components: approximately 150

Index Description. The WisdomTree International Communications Sector Index is
derived from the WisdomTree DEFA Index. The WisdomTree DEFA Index measures the
performance of companies in developed markets outside the U.S. (i.e., Europe,
Far East Asia and Australasia) that pay regular cash dividends and meet certain
other requirements. The WisdomTree International Communications Sector Index
measures the performance of companies that WisdomTree Investments classifies as
being in the "Communications" sector of the WisdomTree DEFA Index. Companies are
weighted in the Index based on regular cash dividends paid. The Index includes
the following types of companies: advertising, internet, media, and telecom. The
Index includes large-capitalization, mid-capitalization and small-capitalization
securities.

WisdomTree International Consumer Cyclical Sector Index

Number of Components: approximately 410

Index Description. The WisdomTree International Consumer Cyclical Sector Index
is derived from the WisdomTree DEFA Index. The WisdomTree DEFA Index measures
the performance of companies in developed markets outside the U.S. (i.e.,
Europe, Far East Asia and Australasia) that pay regular cash dividends and meet
certain other requirements. The WisdomTree International Consumer Cyclical
Sector Index measures the performance of companies that WisdomTree Investments
classifies as being in the "Consumer Cyclical" sector of the WisdomTree DEFA
Index. Companies are weighted in the Index based on regular cash dividends paid.
The Index includes the following types of companies: airlines, apparel,
automobiles and parts, entertainment, food service, home builders, housewares,
leisure time, lodging, office furnishings, retail, textiles, and toys/games. The
Index includes large-capitalization, mid-capitalization and small-capitalization
securities.

WisdomTree International Consumer Non-Cyclical Sector Index

Number of Components: approximately 355

Index Description. The WisdomTree International Consumer Non-Cyclical Sector
Index is derived from the WisdomTree DEFA Index. The WisdomTree DEFA Index
measures the performance of companies in developed markets outside the U.S.
(i.e., Europe, Far East Asia and Australasia) that pay regular cash dividends
and meet certain other requirements. The WisdomTree International Consumer
Non-Cyclical Sector Index measures the performance of companies that WisdomTree
Investments classifies as being in the "Consumer Non-Cyclical" sector of the
WisdomTree DEFA Index. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes the following types of companies:
agriculture, tobacco, beverages, biotechnology, commercial services,
cosmetics/personal care, food, health care, pharmaceuticals, and household
products. The Index includes large-capitalization, mid-capitalization and
small-capitalization securities.

WisdomTree International Energy Sector Index

Number of Components: approximately 50

Index Description. The WisdomTree International Energy Sector Index is derived
from the WisdomTree DEFA Index. The WisdomTree DEFA Index measures the
performance of companies in developed markets outside the U.S. (i.e., Europe,
Far East Asia and Australasia) that pay regular cash dividends and meet certain
other requirements. The WisdomTree International Energy Sector Index measures
the performance of companies that WisdomTree

Investments classifies as being in the "Energy" sector of the WisdomTree DEFA
Index. Companies are weighted in the Index based on regular cash dividends paid.
The Index includes the following types of companies: oil and gas producers, oil
and gas services, pipelines, alternative energy sources, and coal. The Index
includes large-capitalization, mid-capitalization and small-capitalization
securities.

WisdomTree International Financial Sector Index

Number of Components: approximately 500

Index Description. The WisdomTree International Financial Sector Index is
derived from the WisdomTree DEFA Index. The WisdomTree DEFA Index measures the
performance of companies in developed markets outside the U.S. (i.e., Europe,
Far East Asia and Australasia) that pay regular cash dividends and meet certain
other requirements. The WisdomTree International Financial Sector Index measures
the performance of companies that WisdomTree Investments classifies as being in
the "Financial" sector of the WisdomTree DEFA Index. Companies are weighted in
the Index based on regular cash dividends paid. The Index includes the following
types of companies: banks, savings and loans, insurance companies, investment
companies, real estate companies, and diversified financial service companies.
The Index includes large-capitalization, mid-capitalization and
small-capitalization securities.

WisdomTree International Health Care Sector Index

Number of Components: approximately 110

Index Description. The WisdomTree International Health Care Sector Index is
derived from the WisdomTree DEFA Index. The WisdomTree DEFA Index measures the
performance of companies in developed markets outside the U.S. (i.e., Europe,
Far East Asia and Australasia) that pay regular cash dividends and meet certain
other requirements. The WisdomTree International Health Care Sector Index
measures the performance of companies that WisdomTree Investments classifies as
being in the "Health Care" sector of the WisdomTree DEFA Index. Companies are
weighted in the Index based on regular cash dividends paid. The Index includes
the following types of companies: health care products, health care services,
pharmaceuticals, and biotechnology. The Index includes large-capitalization,
mid-capitalization and small-capitalization securities.

WisdomTree International Industrial Sector Index

Number of Components: approximately 510

Index Description. The WisdomTree International Industrial Sector Index is
derived from the WisdomTree DEFA Index. The WisdomTree DEFA Index measures the
performance of companies in developed markets outside the U.S. (i.e., Europe,
Far East Asia and Australasia) that pay regular cash dividends and meet certain
other requirements. The WisdomTree International Industrial Sector Index
measures the performance of companies that WisdomTree Investments classifies as
being in the "Industrial" sector of the WisdomTree DEFA Index. Companies are
weighted in the Index based on regular cash dividends paid. The Index includes
the following types of companies: aerospace and defense, building materials,
electronic components and equipment, engineering and construction, hand and
machine tools, machinery, metal fabrication, packaging and containers,
shipbuilding, transportation, and trucking and leasing. The Index includes
large-capitalization, mid-capitalization and small-capitalization securities.

WisdomTree International Technology Sector Index

Number of Components: approximately 85

Index Description. The WisdomTree International Technology Sector Index is
derived from the WisdomTree DEFA Index. The WisdomTree DEFA Index measures the
performance of companies in developed markets outside the U.S. (i.e., Europe,
Far East Asia and Australasia) that pay regular cash dividends and meet certain
other requirements. The WisdomTree International Technology Sector Index
measures the performance of companies that WisdomTree Investments classifies as
being in the "Technology" sector of the WisdomTree DEFA Index. Companies are
weighted in the Index based on regular cash dividends paid. The Index includes
the following types of companies: computers, office and business equipment,
semiconductors, and software. The Index includes large-capitalization,
mid-capitalization and small-capitalization securities.

WisdomTree International Utilities Sector Index

Number of Components: approximately 60

Index Description. The WisdomTree International Utilities Sector Index is
derived from the WisdomTree DEFA Index. The WisdomTree DEFA Index measures the
performance of companies in developed markets outside the U.S. (i.e., Europe,
Far East Asia and Australasia) that pay regular cash dividends and meet certain
other requirements. The WisdomTree International Utilities Sector Index measures
the performance of companies that WisdomTree Investments classifies as being in
the "Utilities" sector of the WisdomTree DEFA Index. Companies are weighted in
the Index based on regular cash dividends paid. The Index includes the following
types of companies: gas, electric, and water. The Index includes
large-capitalization, mid-capitalization and small-capitalization securities.

WisdomTree International Real Estate Index

Number of Components: approximately 220

Index Description. The WisdomTree International Real Estate Index measures the
performance of companies in developed markets outside of the U.S. and Canada
that pay regular cash dividends on shares of common stock that WisdomTree
Investments classifies as being part of the "International Real Estate" sector.
Companies in the Index must meet specified requirements as of the Index
measurement date. To be included in the Index, companies must be incorporated in
one of 16 developed-market European countries, Japan, Hong Kong, Singapore,
Australia, or New Zealand, and must be listed on a major securities exchange in
one of those countries. Companies must have paid at least $5 million in cash
dividends on their common stock in the 12 months prior to the most recent Index
measurement date and must also satisfy specified liquidity and other
requirements. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes the following types of companies: real estate
operating companies; real estate development companies; and diversified REITs.
The Index also includes companies that may be classified as PFICs. As of March
30, 2007, approximately 45% of the Index consisted of companies with market
capitalizations between $2 and $10 billion.

INVESTMENT LIMITATIONS

The following fundamental investment policies and limitations supplement those
set forth in each Fund's Prospectus. Unless otherwise noted, whenever a
fundamental investment policy or limitation states a maximum percentage of a
Fund's assets that may be invested in any security or other asset, or sets forth
a policy regarding quality standards, such standard or percentage limitation
will be determined immediately after and as a result of the Fund's acquisition
of such security or other asset. Accordingly, other than with respect to a
Fund's limitations on borrowings, any subsequent change in values, net assets,
or other circumstances will not be considered when determining whether the
investment complies with a Fund's investment policies and limitations.

Each Fund's fundamental investment policies cannot be changed without the
approval of the holders of a majority of that Fund's outstanding voting
securities as defined under the 1940 Act. Each Fund, however, may change the
non-fundamental investment policies described below, its investment objective,
and its underlying Index without a shareholder vote provided that it obtains
Board approval and notifies its shareholders with at least sixty (60) days prior
written notice of any such change.

Fundamental Policies. The following investment policies and limitations are
fundamental and may NOT be changed without shareholder approval.

Each Fund, as a fundamental investment policy, may not:

Senior Securities

Issue senior securities, except as permitted under the 1940 Act.

Borrowing

Borrow money, except as permitted under the 1940 Act.

Underwriting

Act as an underwriter of another issuer's securities, except to the extent
that each Fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of portfolio securities.

Concentration

Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the Fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry, except that each Fund will
invest more than 25% of its total assets in securities of the same
industry to approximately the same extent that each Fund's underlying
Index concentrates in the securities of a particular industry or group of
industries.

Real Estate

Purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the fund from
investing in securities or other instruments backed by real estate, real
estate investment trusts or securities of companies engaged in the real
estate business).

Commodities

Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
each Fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities).

Loans

Lend any security or make any other loan except as permitted under the
Investment Company Act of 1940.

By way of example (but not as a statement of the actual fundamental
policy), this means that, if, as a result, more than 33 1/3% of its total
assets would be lent to other parties, but this limitation does not apply
to purchases of debt securities or to repurchase agreements, or to
acquisitions of loans, loan participations or other forms of debt
instruments, permissible under each Fund's investment policies.

Non-Fundamental Policies. The following investment policy is not fundamental and
MAY be changed without shareholder approval.

Each Fund has adopted a non-fundamental investment policy in accordance with
Rule 35d-1 under the 1940 Act to invest, under normal circumstances, at least
80% of the value of its net assets, plus the amount of any borrowings for
investment purposes, in the types of securities suggested by the Fund's name.
If, subsequent to an investment, the 80% requirement is no longer met, a Fund's
future investments will be made in a manner that will bring the Fund into
compliance with this policy.

CONTINUOUS OFFERING

The method by which Creation Unit Aggregations of shares are created and traded
may raise certain issues under applicable securities laws. Because new Creation
Unit Aggregations of shares are issued and sold by the Funds on an ongoing
basis, at any point a "distribution," as such term is used in the Securities
Act, may occur. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner which could render them
statutory underwriters and subject them to the prospectus delivery requirement
and liability provisions of the Securities Act.

For example, a broker-dealer firm or its client may be deemed a statutory
underwriter if it takes Creation Unit Aggregations after placing an order with
the Distributor, breaks them down into constituent shares, and sells such shares
directly to customers, or if it chooses to couple the creation of a supply of
new shares with an active selling effort involving solicitation of secondary
market strikes demand for shares. A determination of whether one is an
underwriter for purposes of the Securities Act must take into account all the
facts and circumstances pertaining to the activities of the broker-dealer or its
client in the particular case, and the examples mentioned above should not be
considered a complete description of all the activities that could lead to a
categorization as an underwriter.

Broker-dealer firms should also note that dealers who are not "underwriters" but
are effecting transactions in shares, whether or not participating in the
distribution of shares, generally are required to deliver a prospectus. This is
because the prospectus delivery exemption in Section 4(3) of the Securities Act
is not available in respect of such transactions as a result of Section 24(d) of
the 1940 Act. Firms that incur a prospectus delivery obligation with respect to
shares

of the Funds are reminded that, pursuant to Rule 153 under the Securities Act, a
prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed
to an exchange member in connection with the sale on the Listing Exchange is
satisfied by the fact that the prospectus is available at the Listing Exchange
upon request. The prospectus delivery mechanism provided in Rule 153 is only
available with respect to transactions on an exchange.

MANAGEMENT OF THE TRUST

Interested Trustee and Officers

The Board of Trustees has responsibility for the overall management and
operations of the Funds, including general supervision of the duties performed
by WisdomTree Asset Management and other service providers. The Board of
Trustees elects the officers of the Trust who are responsible for administering
the Trust's day-to-day operations. Each Trustee serves until his or her
successor is duly elected or appointed and qualified.

The address of each Trustee and Officer is c/o WisdomTree Asset Management,
Inc., 48 Wall Street, 11th Floor, New York, NY 10005.

Number of
Term of Portfolios
Office in Fund Other
and Complex Directorships
Length Overseen Held by
of Time Principal Occupation(s) During by Trustee Trustee and
Name (year of birth) Position Served the Past 5 Years and Officer Officer
--------------------- ------------ ------- ----------------------------------------- ----------- --------------

Jonathan Steinberg Trustee, Trustee Chief Executive Officer of 38 None
(1964) President* since WisdomTree Investments, Inc.
2005 (formerly, Index Development Partners,
Inc.) and Director of WisdomTree
Investments, Inc. since 1989.

Marc Ruskin Treasurer*, Officer Treasurer of WisdomTree Investments 38 None
(1952) Assistant since (formerly, Index Development
Secretary* 2005 Partners, Inc.); Chief Financial Officer,
RiskMetrics Group, Inc. from 2003 to
2004; Chief Financial Officer of Cognet
Corp. from 1999 to 2002.

Richard Morris Secretary*, Officer Deputy General Counsel of 38 None
(1967) Chief Legal since WisdomTree Investments, Inc. since
Officer* 2005 2005; Senior Counsel at Barclays
Global Investors, N.A. from 2002 to
2005; Counsel at Barclays Global
Investors, N.A. from 2000 to 2001.

--------------
* Elected by and serves at the pleasure of the Board of Trustees.

Independent Trustees

Number of
Term of Portfolios
Office in Fund Other
and Complex Directorships
Length Overseen Held by
of Time Principal Occupation(s) During by Trustee Trustee and
Name (year of birth) Position Served the Past 5 Years and Officer Officer
--------------------- ---------- ----------- ----------------------------------------- -------------- -------------

Gregory Barton Trustee Trustee Executive Vice President of 38 None.
(1961)* since Licensing and Legal Affairs,
2006 General Counsel and Secretary of
Ziff Davis Media Inc. since 2003;
Executive Vice President of Legal
Affairs, General Counsel and Secretary
of Ziff Davis Media Inc. from 2002 to
2003; President (2001 to 2002), Chief
Financial Officer (2000 to 2002), Vice
President of Business Development
(1999 to 2001) and General Counsel
and Secretary (1998 to 2002) of
WisdomTree Investments, Inc.
(formerly, Index Development
Partners, Inc.)

Toni Massaro Trustee Trustee Dean at University of Arizona James 38 None.
(1955)** since E. Rogers College of Law since 1999;
2006 Professor at University of Arizona
James E. Rogers College of Law
since 1990.

Victor Ugolyn Trustee, Trustee Private investor since 2005; 38 Trustee on
(1947) Chairman of since President and Chief Executive Officer Board of
the Board of 2006 of William D. Witter, Inc. 2005 to Trustees of
Trustees August 2006; Consultant to AXA Enterprise Naismith
in 2004; Chairman, President and Chief Memorial
Executive Officer of Enterprise Capital Basketball Hall
Management (subsidiary of The of Fame;
MONY Group, Inc.) and Enterprise Member of the
Group of Funds, Chairman of MONY Board of
Securities Corporation, and Chairman Overseers of
of the Fund Board of Enterprise Group the Hoover
of Funds from 1991 to 2004. Institution at
Stanford
University.

------------------------------

* Chairman of the Audit Committee.

** Chair of the Nominating Committee.

The following table sets forth, as of June 1, 2006 the dollar range of equity
securities beneficially owned by each Trustee in the Funds and in other
registered investment companies overseen by the Trustee within the same family
of investment companies as the Trust.

Aggregate Dollar Range of Equity Securities
in All Registered Investment Companies
Dollar Range of Equity Overseen by Trustee in Family of
Name of Trustee Securities in the Funds Investment Companies
----------------------- ------------------------- ---------------------------------------------

Interested Trustee:
Jonathan Steinberg None None

Independent Trustees:
Gregory Barton None None
Toni Massaro None None
Victor Ugolyn None None

As of June 1, 2006 none of the Trustees who are not interested persons (as
defined in the 1940 Act) of the Trust ("Independent Trustees") or their
immediate family members owned beneficially or of record any securities of

WisdomTree Asset Management, the Sub-Adviser, the Distributor, or any person
controlling, controlled by or under control with WisdomTree Asset Management,
the Sub-Adviser or the Distributor.

Committees of the Board of Trustees

Audit Committee. Each Independent Trustee is a member of the Trust's Audit
Committee (the "Audit Committee"). The principal responsibilities of the Audit
Committee are the appointment, compensation and oversight of the Trust's
independent auditors, including the resolution of disagreements regarding
financial reporting between Trust management and such independent auditors. The
Audit Committee's responsibilities include, without limitation, to (i) oversee
the accounting and financial reporting processes of the Trust and its internal
control over financial reporting and, as the Committee deems appropriate, to
inquire into the internal control over financial reporting of certain
third-party service providers; (ii) oversee the quality and integrity of the
Funds' financial statements and the independent audits thereof; (iii) oversee,
or, as appropriate, assist Board oversight of, the Trust's compliance with legal
and regulatory requirements that relate to the Trust's accounting and financial
reporting, internal control over financial reporting and independent audits;
(iv) approve prior to appointment the engagement of the Trust's independent
auditors and, in connection therewith, to review and evaluate the
qualifications, independence and performance of the Trust's independent
auditors; and (vi) act as a liaison between the Trust's independent auditors and
the full Board. The Board of the Trust has adopted a written charter for the
Audit Committee. The Audit Committee has retained independent legal counsel to
assist it in connection with these duties.

Nominating Committee. Each Independent Trustee is also a member of the Trust's
Nominating Committee. The principal responsibilities of the Nominating Committee
are to identify individuals qualified to serve as Independent Trustees of the
Trust and to recommend its nominees for consideration by the full Board. While
the Nominating Committee is solely responsible for the selection and nomination
of the Trust's Independent Trustees, the Nominating Committee may consider
nominations for the office of Trustee made by Trust stockholders as it deems
appropriate. The Nominating Committee considers nominees recommended by
shareholders if such nominees are submitted in accordance with Rule 14a-8 of the
Securities Exchange Act of 1934 (the "1934 Act"), in conjunction with a
shareholder meeting to consider the election of Trustees. Trust stockholders who
wish to recommend a nominee should send nominations to the Secretary of the
Trust that include biographical information and set forth the qualifications of
the proposed nominee.

Approval of Investment Advisory Agreement and Sub-Advisory Agreement. The Board
of Trustees of the Trust, including a majority of the Independent Trustees, has
the responsibility under the 1940 Act to approve the Trust's Investment Advisory
Agreement and Sub-Advisory Agreement (collectively, the "Investment Advisory
Agreements"). In addition, the Trust's Board of Trustees will receive, review
and evaluate information concerning the services and personnel of the Investment
Adviser and the Sub-Adviser at each quarterly meeting of the Board of Trustees.
While particular emphasis will be placed on information concerning
profitability, comparability of fees and total expenses, and the Trust's
investment performance at any future meeting at which a renewal of the
Investment Advisory Agreements is considered, the process of evaluating the
Investment Adviser and the Sub-Adviser and the Trust's investment arrangements
is an ongoing one. In this regard, the Board's consideration of the nature,
extent and quality of the services to be provided by the Investment Adviser and
the Sub-Adviser under the Investment Advisory Agreements will include
deliberations at future quarterly meetings.

Approval of Investment Advisory Agreement. The Trust and the Investment Adviser
have entered into an investment advisory agreement (the "Advisory Agreement").
At meetings held on February 21, 2006 with respect to certain Domestic Dividend
Funds and certain International Dividend Funds, May 3, 2006 with respect to
certain International Dividend Funds, May 25, 2006 with respect to certain
Domestic Dividend Funds and International Dividend Funds, June 12, 2006 and
December 4, 2006 with respect to the International Sector Funds, December 4,
2006 with respect to the Earnings Weighted Funds and June 11, 2007 with respect
to the Emerging Markets High-Yielding Equity Fund, the Board of Trustees,
including a majority of the Independent Trustees, approved the Investment
Advisory Agreement with WisdomTree Asset Management ("WTAM") with respect to the
Funds. In approving the Advisory Agreement with WTAM, the Board reviewed and
analyzed the factors it deemed relevant, including: (1) the nature, quality and
extent of the services to be provided to the Funds by WTAM; (2) WTAM's personnel
and operations; (3) WTAM's financial condition; (4) the level and method of
computing each Fund's advisory fee; (5) the anticipated profitability of WTAM
under the Advisory Agreement; (6) "fall-out" benefits to WTAM and its affiliates
(i.e., ancillary benefits that may be realized by WTAM or its affiliates from
WTAM's relationship with the Funds); (7) the anticipated effect of growth and
size on each Fund's performance and expenses; and (8) possible conflicts of
interest.

The Board also considered the nature and quality of the services to be provided
by WTAM to the Funds, recognizing WTAM's operational capabilities and resources.
The Board also noted the extensive responsibilities that WTAM has as investment
adviser to the Funds, including the selection of the Funds' sub-adviser and
oversight of the sub-adviser's compliance with Fund policies and objectives,
oversight of general Fund compliance with federal and state laws, and the
implementation of Board directives as they relate to the Funds.

The Board gave substantial consideration to the fees payable under the Advisory
Agreement. In this connection, the Board evaluated WTAM's anticipated costs and
profitability in serving as investment adviser to the Funds, including the costs
associated with developing and maintaining the indexes to be used by the Funds,
the personnel, systems and equipment necessary to manage the Funds and the costs
associated with compensating the sub-adviser. The Board also examined the fees
to be paid by each Fund in light of fees paid to other investment managers by
comparable funds and the method of computing each Fund's fee. After comparing
the fees with those of comparable funds and in light of the quality and extent
of services to be provided and the costs anticipated to be incurred by WTAM, the
Board concluded that the level of the fees paid to WTAM with respect to each
Fund is fair and reasonable.

The Board also approved the Sub-Advisory Agreement with the sub-adviser to the
Funds, BNY Investment Advisors ("BNYIA"), using the same criteria it used for
WTAM. The Board considered BNYIA's operational capabilities and resources and
BNYIA's experience in serving as an adviser to ETFs, noting that BNYIA currently
provides investment advisory and management services to other ETFs. The Board
also evaluated the performance of comparable funds managed by BNYIA in
comparison to a peer group, and the expertise and performance of the BNYIA
personnel. The Board also noted that Bank of New York ("BNY"), an affiliate of
BNYIA, is proposed to serve as the Funds' administrator, accountant, custodian
and transfer agent and will receive compensation for acting in these capacities
and will be responsible for, among other things, coordinating the Funds' audits,
financial statements and tax returns, managing expenses and budgeting for the
Funds, processing trades on behalf of each Fund and custodying Fund assets. As
such, the Board concluded that the benefits accruing to BNYIA and its affiliates
by virtue of their relationship to the Trust are reasonable and fair in
comparison with the anticipated costs of providing the relevant services. The
Board noted that WTAM, not the Funds, pays the fees to BNYIA under the
Sub-Advisory Agreement.

Based on these considerations and the overall high quality of the personnel,
operations, financial condition, investment advisory capabilities,
methodologies, and performance of WTAM and BNYIA, the Board determined that the
approval of the Advisory Agreement and the Sub-Advisory Agreement was in the
best interests of each Fund. After full consideration of these and other
factors, the Board, including a majority of the Independent Trustees, with the
assistance of independent counsel, approved the Advisory Agreement and
Sub-Advisory Agreement.

Remuneration of Trustees. Pursuant to its Investment Advisory Agreement with the
Trust, WisdomTree Asset Management pays all compensation of officers and
employees of the Trust as well as the fees of all Trustees of the Trust who are
affiliated persons of WisdomTree Investments or its subsidiaries.

Each Independent Trustee receives an annual fee of $40,000 for meetings of the
Board attended by the Trustee. The Audit Committee Chairman will be paid an
additional $4,000 and the Independent Chairman of the Board will be paid an
additional $20,000. The Trust also reimburses each Trustee for travel and other
out-of-pocket expenses incurred by him/her in connection with attending such
meetings.

The following table sets forth the estimated compensation to be paid by the
Trust to the Independent Trustees through the end of the Trust's first full
fiscal year.

Pension or Retirement
Aggregate Benefits Accrued As Estimated Annual Total Compensation
Name of Interested Compensation Part of Company Benefits upon From the Funds and
Trustee from the Trust Expenses Retirement Fund Complex
-------------------- ----------------- ------------------------ -------------------- ----------------------

Jonathan Steinberg None None None None

Pension or Retirement
Aggregate Benefits Accrued As Estimated Annual Total Compensation
Name of Independent Compensation Part of Company Benefits upon From the Funds and
Trustee from the Trust Expenses Retirement Fund Complex
-------------------- ----------------- ------------------------ -------------------- ----------------------

Gregory Barton $44,000 None None $44,000
Toni Massaro $40,000 None None $40,000
Victor Ugolyn $60,000 None None $60,000

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.

The name and percentage of each Depository Trust Company ("DTC") participant
that owns of record 5% or more of the outstanding shares of a Fund is not yet
available.

Investment Adviser. WisdomTree Asset Management serves as investment adviser to
each Fund pursuant to an Investment Advisory Agreement between the Trust and
WisdomTree Asset Management. WisdomTree Asset Management, which does not manage
any other investment companies and has limited experience as an investment
adviser, is a Delaware corporation registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and has
offices located at 48 Wall Street, 11th Floor, New York, NY 10005.

Under the Investment Advisory Agreement, WisdomTree Asset Management has overall
responsibility for the general management and administration of the Trust.
WisdomTree Asset Management provides an investment program for each Fund.
WisdomTree Asset Management also arranges for sub-advisory, transfer agency,
custody, fund administration and all other non-distribution related services
necessary for the Funds to operate.

WisdomTree Asset Management has agreed to pay all expenses of the Trust, except
for: (i) brokerage expenses and other expenses (such as stamp taxes) connected
with the execution of portfolio transactions or in connection with creation and
redemption transactions; (ii) legal fees or expenses in connection with any
arbitration, litigation or pending or threatened arbitration or litigation,
including any settlements in connection therewith; (iii) compensation and
expenses of each Independent Trustee; (iv) compensation and expenses of counsel
to the Independent Trustees, (v) compensation and expenses of the Trust's chief
compliance officer; (vi) extraordinary expenses; (vii) distribution fees and
expenses paid by the Trust under any distribution plan adopted pursuant to Rule
12b-1 under the 1940 Act; and (viii) the advisory fee payable to WisdomTree
Asset Management. Pursuant to a separate contractual arrangement WisdomTree has
agreed to pay the expenses described in (iii), (iv) and (v) through July 31,
2007.

Each Fund pays WisdomTree Asset Management the Management Fee indicated below.

Name of Fund Management Fee
----------------------------------------------------- --------------
WisdomTree Total Dividend Fund 0.28%
WisdomTree High-Yielding Equity Fund 0.38%
WisdomTree LargeCap Dividend Fund 0.28%
WisdomTree Dividend Top 100 Fund 0.38%
WisdomTree MidCap Dividend Fund 0.38%
WisdomTree SmallCap Dividend Fund 0.38%
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%
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 Total Dividend Fund 0.48%
WisdomTree Pacific ex-Japan High-Yielding Equity Fund 0.58%
WisdomTree International LargeCap Dividend Fund 0.48%
WisdomTree International Dividend Top 100 Fund 0.58%
WisdomTree International MidCap Dividend Fund 0.58%
WisdomTree International SmallCap Dividend Fund 0.58%
WisdomTree Emerging Markets High-Yielding Equity Fund 0.63%
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%
WisdomTree International Real Estate Fund 0.58%

The Investment Advisory Agreement with respect to the Funds continues in effect
for two years from its effective date, and thereafter is subject to annual
approval by (i) the Board of Trustees of the Trust or (ii) the vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund, provided that in either event such continuance also is approved by a
vote of a majority of the Trustees of the Trust who are not interested persons
(as defined in the 1940 Act) of the Fund, by a vote cast in person at a meeting
called for the purpose of voting on such approval. If the shareholders of any
Fund fail to approve the Investment Advisory Agreement, WisdomTree Asset
Management may continue to serve in the manner and to the extent permitted by
the 1940 Act and rules and regulations thereunder.

The Investment Advisory Agreement with respect to any Fund is terminable without
any penalty, by vote of the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
that Fund, or by WisdomTree Asset Management, in each case on not less than 30
days nor more than 60 days prior written notice to the other party; provided,
that a shorter notice period shall be permitted for a Fund in the event its
shares are no longer listed on a national securities exchange. The Investment
Advisory Agreement will terminate automatically and immediately in the event of
its "assignment" (as defined in the 1940 Act).

If current restrictions on bank activities with mutual funds were relaxed, BNY
or its affiliates, would consider performing additional services for the Trust.
WisdomTree Asset Management cannot predict whether these changes will be
enacted, or the terms under which BNY, or its affiliates, might offer to provide
additional services.

Sub-Adviser. BNY Investment Advisers, a separately identifiable division of The
Bank of New York ("BNY") and a registered investment adviser with offices
located at 1633 Broadway, 13th floor, New York, NY 10019, serves as the
Sub-Adviser for each Fund. BNY began offering investment services in the 1830s
and as of September 2006 managed more than $113 billion in investments for
institutions and individuals. The Sub-Adviser chooses each Fund's portfolio
investments and places orders to buy and sell the Fund's portfolio investments.
WisdomTree Asset Management pays the Sub-Adviser for providing sub-advisory
services to the Funds in accordance with the table set forth below.

Sub-adviser's Fees for the Domestic Funds

The Sub-Adviser is entitled to receive the fees indicated below for acting
as Sub-Adviser to the Domestic Funds:

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

o 3 basis points (0.03%) of the combined daily net assets of all
Domestic Funds in excess of $100 million.

Sub-adviser's Fees for the International Funds

The Sub-Adviser is entitled to receive the fees indicated below for acting
as Sub-Adviser to the International Funds:

o 20 basis points (0.20%) of the first $50 million in the total
daily net assets of all International Funds;

o 15 basis points (0.15%) of the next $50 million in total daily
net assets of all International Funds;

o 10 basis points (0.10%) of the total daily net assets of all
International Funds in excess of $100 million; and;

o 5 basis points (0.05%) of the total daily net assets of all
International Funds in excess of $1 billion

Current interpretations of federal banking laws and regulations may prohibit BNY
from controlling or underwriting the shares of the Trust, but would not prohibit
BNY generally from acting as an investment adviser, administrator, transfer
agent or custodian to the Funds or from purchasing shares of the Funds as agent
for and upon the order of a customer.

BNY believes that it may perform Sub-Advisory and related services for the Trust
without violating applicable banking laws or regulations. However, the legal
requirements and interpretations about the permissible activities of banks and
their affiliates may change in the future. These changes could prevent BNY from
continuing to perform services for the Trust. If this happens, the Board would
consider selecting other qualified firms. Any new investment Sub-Advisory
agreement would be subject to shareholder approval.

Portfolio Managers. Each Fund is managed by the Sub-Adviser's Index Fund
Management Division. The five most senior members are Kurt Zyla, Lloyd Buchanan,
Denise Krisko, Robert McCormack and Todd Rose. Mr. Zyla manages the Division.
Mr. Zyla, a Managing Director of the Sub-Adviser, has supervised the Index Fund
Management Division since 1996. He joined the Sub-Adviser in 1989. Prior to his
current position, he was employed by the Sub-Adviser in a number of capacities.
Mr. Buchanan has been a Portfolio Manager in the Index Fund Management Division
since January 2002. Prior to joining the Sub-Adviser, Mr. Buchanan was a Vice
President and Chief Operating Officer of Axe Houghton Associates, Inc., an
investment management subsidiary of Hoenig Group. He joined Axe Houghton in May
1988. Ms. Krisko is a Managing Director, CIO and Head of Index Management in the
Index Fund Management Division. Ms. Krisko joined the Sub-Adviser in August,
2005. Prior to joining the Sub-Adviser, Ms. Krisko acted as a Senior Portfolio
Manager and Equity Trader for Quantitative Equity Management at Northern Trust
from January 2003 until August 2005 and at Deutsche Asset Management from June
2000 to January 2003. Ms. Krisko has also worked as a Senior Quantitative Equity
Portfolio Manager and Trader for The Vanguard Group. Mr. McCormack is a Senior
Portfolio Manager in the Index Fund Management Division. He is responsible for
domestic indexed portfolio management. Prior to joining the Index Management
Fund Division in 1999, Mr. McCormack was a relationship manager in the
Sub-Adviser's Master Trust/Master Custody Division, specializing in working with
foundations and endowments and other not-for-profit organizations. Mr. McCormack
joined the Sub-Adviser in 1987. Mr. Rose has been a Portfolio Manager in the
Index Fund Management Division since 2000. Prior to joining the Index Fund
Management Division, Mr. Rose worked in the Sub-Adviser's Mutual Funds
Accounting Division in various functions. Before joining the Sub-Adviser in
1997, Mr. Rose was a Financial Consultant at Merrill Lynch. He began his career
trading futures with Linnco Futures Group in Chicago.

Each of the portfolios or accounts for which the Portfolio Managers are
primarily responsible for the day-to-day management seeks to track the rate of
return, risk profile and other characteristics of its underlying Index by either
replicating the same combination of securities that compose that benchmark or
through a representative sampling of the securities that compose that benchmark
based on objective criteria and data. The Portfolio Managers are required to
manage each portfolio or account to meet those objectives. Each Portfolio
Manager on the Index Fund Management team is authorized to make investment
decisions for all portfolios managed by the team. No member of the Portfolio
Management team manages assets outside of the team. Mr. Zyla manages the team.

Including the WisdomTree portfolios, as of December 31, 2006, the Index Fund
Management team managed thirty-five other registered investment companies with
approximately $3.6 billion in assets; eleven pooled investment vehicles with
approximately $6.344 billion in assets and thirty-eight other accounts with
approximately $11.44 billion in assets.

Portfolio Manager Compensation

As of March 31, 2006, the Sub-Adviser's Portfolio Managers' compensation
generally consists of base salary, bonus, and various long-term incentive
compensation vehicles, if eligible. In addition, Portfolio Managers are eligible
for the standard retirement benefits and health and welfare benefits available
to all BNY employees. In the case of Portfolio Managers responsible for managing
the Funds and managed accounts, the method used to determine their compensation
is the same for all Funds and investment accounts. A Portfolio Manager's base
salary is determined by the manager's experience and performance in the role,
taking into account the ongoing compensation benchmark analyses performed by
BNY's Human Resources Department. A Portfolio Manager's base salary is generally
a fixed amount that may change as a result of periodic reviews, upon assumption
of new duties, or when a market adjustment of the position occurs. A Portfolio
Manager's bonus is determined by a number of factors. One factor is gross,
pre-tax performance of a fund relative to expectations for how the fund should
have performed, given its objectives, policies, strategies and limitations, and
the market environment during the measurement period. This performance factor is
not based on the value of assets held in a fund's portfolio. For each Fund, the
performance factor depends on how the Portfolio Manager performs relative to the
Fund's benchmark and the Fund's peer group, over one-year and three-year time
periods. Additional factors include the Portfolio Manager's contributions to the
investment management functions within the sub-asset class, contributions to the
development of other investment professionals and supporting staff, and overall
contributions to strategic planning and decisions for the investment group. The
bonus is paid on an annual basis.

The Portfolio Managers for each Fund manage multiple portfolios for multiple
clients. These accounts may include investment companies, separate accounts
(assets managed on behalf of individuals and institutions such as pension funds,
insurance companies and foundations), and bank collective and common trust
accounts. Each Portfolio Manager generally manages portfolios having
substantially the same investment style as the relevant Fund. However, the
portfolios managed by a Portfolio Manager may not have portfolio compositions
identical to those of the Fund(s) managed by the Portfolio Manager due, for
example, to specific investment limitations or guidelines present in some
portfolio or Funds but not others. The Portfolio Managers may purchase
securities for one portfolio and not another portfolio, and the performance of
securities purchased for one portfolio may vary from the performance of
securities purchased for other portfolios. A Portfolio Manager may place
transactions on behalf of other accounts that are directly or indirectly
contrary to investment decisions made on behalf of a Fund, or make investment
decisions that are similar to those made for a Fund, both of which have the
potential to adversely impact the Fund depending on market conditions. For
example, a Portfolio Manager may purchase a security in one portfolio while
appropriately selling that same security in another portfolio. In addition, some
of these portfolios have fee structures that are or have the potential to be
higher than the Sub-Advisory fees paid by a Fund. However, the compensation
structure for Portfolio Managers generally does not provide any incentive to
favor one account over another because that part of a Portfolio Manager's bonus
based on performance is not based on the performance of one account to the
exclusion of others.

Code of Ethics. The Trust, WisdomTree Asset Management, the Sub-Adviser and the
Distributor have adopted Codes of Ethics pursuant to Rule 17j-1 under the 1940
Act. Employees subject to the Codes of Ethics may invest in securities for their
personal investment accounts, including securities that may be purchased or held
by the Funds. The Codes of Ethics are on public file with, and are available
from, the SEC.

Administrator, Custodian and Transfer Agent. The Bank of New York serves as
administrator, custodian and transfer agent for the Funds. BNY's principal
address is One Wall Street, New York, New York 10286. Under the Fund
Administration and Accounting Agreement with the Trust, BNY provides necessary
administrative, legal, tax, accounting services, and financial reporting for the
maintenance and operations of the Trust and each Fund. In addition, BNY makes
available the office space, equipment, personnel and facilities required to
provide such services. Under the custody agreement with the Trust, BNY maintains
in separate accounts cash, securities and other assets of the Trust and each
Fund, keeps all necessary accounts and records, and provides other services. BNY
is required, upon the order of the Trust, to deliver securities held by BNY and
to make payments for securities purchased by the Trust for each Fund. Also,
under a Delegation Agreement, BNY is authorized to appoint certain foreign
custodians or foreign custody managers for Fund investments outside the United
States. Pursuant to a Transfer Agency and Service Agreement with the Trust, BNY
acts as transfer agent for each Fund's authorized and issued shares of
beneficial interest, and as dividend disbursing agent of the Trust. As
compensation for the foregoing services, BNY receives certain out of pocket
costs, transaction fees and asset-based fees which are accrued daily and paid
monthly by the Trust from the Trust's custody account with BNY.

Distributor. ALPS Distributors, Inc. ("Distributor") is the distributor of
shares of the Trust. Its principal address is 1290 Broadway, Suite 1100, Denver,
Colorado 80203. The Distributor has entered into a Distribution Agreement with
the Trust pursuant to which it distributes shares of each Fund. The Distribution
Agreement will continue for two years from its effective date and is renewable
annually. Shares are continuously offered for sale by the Funds through the
Distributor only in Creation Unit Aggregations, as described in the applicable
Prospectus and below in the Creation and Redemption of Creation Units
Aggregations section. Shares in less than Creation Unit Aggregations are not
distributed by the Distributor. The Distributor will deliver the applicable
Prospectus and, upon request, this SAI to persons purchasing Creation Unit
Aggregations and will maintain records of both orders placed with it and
confirmations of acceptance furnished by it. The Distributor is a broker-dealer
registered under the 1934 Act and a member of the National Association of
Securities Dealers, Inc. ("NASD"). The Distributor is not affiliated with
WisdomTree Investments, WisdomTree Asset Management, nor any stock exchange.

The Distribution Agreement for each Fund will provide that it may be terminated
at any time, without the payment of any penalty, on at least sixty (60) days
prior written notice to the other party (i) by vote of a majority of the
Independent Trustees or (ii) by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the relevant Fund. The Distribution
Agreement will terminate automatically in the event of its "assignment" (as
defined in the 1940 Act).

The Distributor may also enter into agreements with securities dealers
("Soliciting Dealers") who will solicit purchases of Creation Unit Aggregations
of shares. Such Soliciting Dealers may also be Authorized Participants (as
defined below) or DTC Participants (as defined below).

WisdomTree Asset Management may, from time to time and from its own resources,
pay, defray or absorb costs relating to distribution, including payments out of
its own resources to the Distributor, or to otherwise promote the sale of
shares.

BROKERAGE TRANSACTIONS

The Sub-Adviser assumes general supervision over placing orders on behalf of
each Fund for the purchase and sale of portfolio securities. In selecting the
brokers or dealers for any transaction in portfolio securities, the
Sub-Adviser's policy is to make such selection based on factors deemed relevant,
including but not limited to, the breadth of the market in the security, the
price of the security, the reasonableness of the commission or mark-up or
mark-down, if any, execution capability, settlement capability, back office
efficiency and the financial condition of the broker or dealer, both for the
specific transaction and on a continuing basis. The overall reasonableness of
brokerage commissions paid is evaluated by the Sub-Adviser based upon its
knowledge of available information as to the general level of commissions paid
by other institutional investors for comparable services. Brokers may also be
selected because of their ability to handle special or difficult executions,
such as may be involved in large block trades, less liquid securities, broad
distributions, or other circumstances. The Sub-Adviser does not consider the
provision or value of research, products or services a broker or dealer may
provide, if any, as a factor in the selection of a broker or dealer or the
determination of the reasonableness of commissions paid in connection with
portfolio transactions. The Trust has adopted policies and procedures that
prohibit the consideration of sales of a Fund's shares as a factor in the
selection of a broker or a dealer to execute its portfolio transactions.

ADDITIONAL INFORMATION CONCERNING THE TRUST

Shares. The Trust was established as a Delaware statutory trust on December 15,
2005. The Trust currently is comprised of 38 Funds. Each Fund issues shares of
beneficial interest, with $0.001 par value. The Board may designate additional
Funds. The Trust is registered with the SEC as an open-end management investment
company.

Each share issued by a Fund has a pro rata interest in the assets of that Fund.
Shares have no preemptive, exchange, subscription or conversion rights and are
freely transferable. Each share is entitled to participate equally in dividends
and distributions declared by the Board of Trustees with respect to the relevant
Fund, and in the net distributable assets of such Fund on liquidation.

Each share has one vote with respect to matters upon which a shareholder vote is
required consistent with the requirements of the 1940 Act and the rules
promulgated thereunder. Shares of all Funds vote together as a single class
except that, if the matter being voted on affects only a particular Fund, and,
if a matter affects a particular Fund differently from other Funds, that Fund
will vote separately on such matter.

Under Delaware law, the Trust is not required to hold an annual meeting of
shareholders unless required to do so under the 1940 Act. The policy of the
Trust is not to hold an annual meeting of shareholders unless required to do so
under the 1940 Act. All shares (regardless of the Fund) have noncumulative
voting rights for the Board. Under Delaware law, Trustees of the Trust may be
removed by vote of the shareholders.

Following the creation of the initial Creation Unit Aggregation(s) of shares of
a Fund and immediately prior to the commencement of trading in such Fund's
shares, a holder of shares may be a "control person" of the Fund, as defined in
the 1940 Act. A Fund cannot predict the length of time for which one or more
shareholders may remain a control person of the Fund.

Shareholders may make inquiries by writing to the Trust, c/o ALPS Distributors,
Inc. at 1290 Broadway, Suite 1100, Denver, Colorado 80203.

Absent an applicable exemption or other relief from the SEC or its staff,
beneficial owners of more than 5% of the shares of a Fund may be subject to the
reporting provisions of Section 13 of the 1934 Act and the SEC's rules
promulgated thereunder. In addition, absent an applicable exemption or other
relief from the SEC staff, officers and Trustees of a Fund and beneficial owners
of 10% of the shares of a Fund ("Insiders") may be subject to the insider

reporting, short-swing profit and short sale provisions of Section 16 of the
1934 Act and the SEC's rules promulgated thereunder. Beneficial owners and
Insiders should consult with their own legal counsel concerning their
obligations under Sections 13 and 16 of the 1934 Act.

Termination of the Trust or a Fund. The Trust or a Fund may be terminated by a
majority vote of the Board of Trustees or the affirmative vote of a super
majority of the holders of the Trust or such Fund entitled to vote on
termination. Although the shares are not automatically redeemable upon the
occurrence of any specific event, the Trust's organizational documents provide
that the Board will have the unrestricted power to alter the number of shares in
a Creation Unit Aggregation. In the event of a termination of the Trust or a
Fund, the Board, in its sole discretion, could determine to permit the shares to
be redeemable in aggregations smaller than Creation Unit Aggregations or to be
individually redeemable. In such circumstance, the Trust may make redemptions
in-kind, for cash, or for a combination of cash or securities.

Role of DTC. DTC Acts as Securities Depository for the Shares of the Trust.
Shares of each Fund are represented by securities registered in the name of DTC
or its nominee and deposited with, or on behalf of, DTC.

DTC, a limited-purpose trust company, was created to hold securities of its
participants ("DTC Participants") and to facilitate the clearance and settlement
of securities transactions among the DTC Participants in such securities through
electronic book-entry changes in accounts of the DTC Participants, thereby
eliminating the need for physical movement of securities' certificates. DTC
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations, some of whom (and/or
their representatives) own DTC. More specifically, DTC is owned by a number of
its DTC Participants and by the NYSE, the AMEX and the NASD. Access to the DTC
system is also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a DTC
Participant, either directly or indirectly ("Indirect Participants").

Beneficial ownership of shares is limited to DTC Participants, Indirect
Participants and persons holding interests through DTC Participants and Indirect
Participants. Ownership of beneficial interests in shares (owners of such
beneficial interests are referred to herein as "Beneficial Owners") is shown on,
and the transfer of ownership is effected only through, records maintained by
DTC (with respect to DTC Participants) and on the records of DTC Participants
(with respect to Indirect Participants and Beneficial Owners that are not DTC
Participants). Beneficial Owners will receive from or through the DTC
Participant a written confirmation relating to their purchase of shares. No
Beneficial Owner shall have the right to receive a certificate representing such
shares.

Conveyance of all notices, statements and other communications to Beneficial
Owners is effected as follows. Pursuant to the Depositary Agreement between the
Trust and DTC, DTC is required to make available to the Trust upon request and
for a fee to be charged to the Trust a listing of the shares of each Fund held
by each DTC Participant. The Trust shall inquire of each such DTC Participant as
to the number of Beneficial Owners holding shares, directly or indirectly,
through such DTC Participant. The Trust shall provide each such DTC Participant
with copies of such notice, statement or other communication, in such form,
number and at such place as such DTC Participant may reasonably request, in
order that such notice, statement or communication may be transmitted by such
DTC Participant, directly or indirectly, to such Beneficial Owners. In addition,
the Trust shall pay to each such DTC Participant a fair and reasonable amount as
reimbursement for the expenses attendant to such transmittal, all subject to
applicable statutory and regulatory requirements.

Share distributions shall be made to DTC or its nominee, Cede & Co., as the
registered holder of all shares of the Trust. DTC or its nominee, upon receipt
of any such distributions, shall credit immediately DTC Participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in shares of each Fund as shown on the records of DTC or its nominee. Payments
by DTC Participants to Indirect Participants and Beneficial Owners of shares
held through such DTC Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in a "street name", and will be the
responsibility of such DTC Participants.

The Trust has no responsibility or liability for any aspect of the records
relating to or notices to Beneficial Owners, or payments made on account of
beneficial ownership interests in such shares, or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests, or for
any other aspect of the relationship between DTC and the DTC Participants or the
relationship between such DTC Participants and the Indirect Participants and
Beneficial Owners owning through such DTC Participants. DTC may decide to
discontinue

providing its service with respect to shares of the Trust at any time by giving
reasonable notice to the Trust and discharging its responsibilities with respect
thereto under applicable law. Under such circumstances, the Trust shall take
action to find a replacement for DTC to perform its functions at a comparable
cost.

CREATION & REDEMPTION OF CREATION UNIT AGGREGATIONS

Creation. The Trust issues and sells shares of each Fund only in Creation Unit
Aggregations on a continuous basis through the Distributor, without a sales
load, at the NAV next determined after receipt, on any Business Day (as defined
below), of an order in proper form.

A "Business Day" with respect to each Fund is any day on which the national
securities exchange on which the Fund is listed for trading (each a "Listing
Exchange") is open for business. As of the date of this SAI, each Listing
Exchange observes the following holidays: New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day (observed), Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

Fund Deposit. The consideration for purchase of Creation Unit Aggregations of a
Fund generally consists of the in-kind deposit of a designated portfolio of
equity securities (the "Deposit Securities"), which constitutes a substantial
replication, or a portfolio sampling representation, of the stocks involved in
the relevant Fund's underlying Index and an amount of cash (the "Cash
Component") computed as described below. Together, the Deposit Securities and
the Cash Component constitute the "Fund Deposit," which represents the minimum
initial and subsequent investment amount for a Creation Unit Aggregation of any
Fund.

The Cash Component is sometimes also referred to as the "Balancing Amount." The
Cash Component serves the function of compensating for any differences between
the NAV per Creation Unit Aggregation and the Deposit Amount (as defined below).
The Cash Component is an amount equal to the difference between the NAV of the
shares (per Creation Unit Aggregation) and the "Deposit Amount," which is an
amount equal to the market value of the Deposit Securities. If the Cash
Component is a positive number (i.e., the NAV per Creation Unit Aggregation
exceeds the Deposit Amount), the creator will deliver the Cash Component. If the
Cash Component is a negative number (i.e., the NAV per Creation Unit Aggregation
is less than the Deposit Amount), the creator will receive the Cash Component.
Computation of the Cash Component excludes any stamp duty or other similar fees
and expenses payable upon transfer of beneficial ownership of the Deposit
Securities, which shall be the sole responsibility of the Authorized
Participant.

Each Fund, through the National Securities Clearing Corporation makes available
on each Business Day, prior to the opening of business on the applicable Listing
Exchange (currently 9:30 a.m., Eastern time), the list of the names and the
required number of shares of each Deposit Security to be included in the current
Fund Deposit (based on information at the end of the previous Business Day) for
each Fund.

Such Deposit Securities are applicable, subject to any adjustments as described
below, in order to effect creations of Creation Unit Aggregations of a given
Fund until such time as the next-announced composition of the Deposit Securities
is made available.

The identity and number of shares of the Deposit Securities required for a Fund
Deposit for each Fund changes as rebalancing adjustments and corporate action
events are reflected from time to time by the Trust with a view to the
investment objective of the relevant Fund. The composition of the Deposit
Securities may also change in response to adjustments to the weighting or
composition of the component securities of the relevant underlying Index.

In addition, the Trust reserves the right to permit or require the substitution
of an amount of cash (i.e., a "cash in lieu" amount) to be added to the Cash
Component to replace any Deposit Security that may not be available in
sufficient quantity for delivery or that may not be eligible for transfer
through the systems of DTC or the Clearing Process (discussed below). The Trust
also reserves the right to permit or require a "cash in lieu" amount where the
delivery of the Deposit Security by the Authorized Participant (as described
below) would be restricted under the securities laws or where the delivery of
the Deposit Security to the Authorized Participant would result in the
disposition of the Deposit Security by the Authorized Participant becoming
restricted under the securities laws, or in certain other situations. The
adjustments described above will reflect changes known to the Trust on the date
of announcement to be in effect by the time of delivery of the Fund Deposit, in
the composition of the underlying Index being tracked by the relevant Fund or
resulting from certain corporate actions.

Procedures for Creation of Creation Unit Aggregations. To be eligible to place
orders with the Distributor and to create a Creation Unit Aggregation of a Fund,
an entity must be: (i) a "Participating Party," i.e., a broker-dealer or other
participant in the clearing process through the Continuous Net Settlement System
of the NSCC (the "Clearing Process"), a clearing agency that is registered with
the SEC; or (ii) a DTC Participant, and, in each case, must have executed an
agreement with the Distributor with respect to creations and redemptions of
Creation Unit Aggregations ("Participant Agreement") (discussed below). A
Participating Party and DTC Participant are collectively referred to as an
"Authorized Participant." Investors should contact the Distributor for the names
of Authorized Participants that have signed a Participant Agreement. All shares
of a Fund, however created, will be entered on the records of DTC in the name of
Cede & Co. for the account of a DTC Participant.

All orders to create shares must be placed for one or more Creation Unit
Aggregations. Orders to create Creation Unit Aggregations of the International
Funds cannot be placed through the Clearing Process. All orders to create
Creation Unit Aggregations, whether through the Clearing Process (through a
Participating Party) or outside the Clearing Process (through a DTC
Participant), must be received by the Distributor no later than the closing time
of the regular trading session on the applicable Listing Exchange ("Closing
Time") (ordinarily 4:00 p.m., Eastern time) in each case on the date such order
is placed in order for creation of Creation Unit Aggregations to be effected
based on the NAV of shares of the applicable Fund as next determined on such
date after receipt of the order in proper form. The date on which an order to
create Creation Unit Aggregations (or an order to redeem Creation Unit
Aggregations, as discussed below) is placed is referred to as the "Transmittal
Date." Orders must be transmitted by an Authorized Participant by telephone or
other transmission method acceptable to the Distributor pursuant to procedures
set forth in the Participant Agreement, as described below. Economic or market
disruptions or changes, or telephone or other communication failure, may impede
the ability to reach the Distributor or an Authorized Participant.

All orders to create Creation Unit Aggregations shall be placed with an
Authorized Participant, as applicable, in the form required by such Authorized
Participant. In addition, the Authorized Participant may request the investor to
make certain representations or enter into agreements with respect to the order,
e.g., to provide for payments of cash, when required. Investors should be aware
that their particular broker may not have executed a Participant Agreement and,
therefore, orders to create Creation Unit Aggregations of a Fund have to be
placed by the investor's broker through an Authorized Participant that has
executed a Participant Agreement. In such cases, there may be additional charges
to such investor. At any given time, there may be only a limited number of
broker-dealers that have executed a Participant Agreement and only a small
number of such Authorized Participants may have international capabilities.

Those placing orders for Creation Unit Aggregations of Domestic Funds through
the Clearing Process should afford sufficient time to permit proper submission
of the order to the Distributor prior to the Closing Time on the Transmittal
Date. Orders for Creation Unit Aggregations of Domestic Funds that are effected
outside the Clearing Process are likely to require transmittal by the DTC
Participant earlier on the Transmittal Date than orders effected using the
Clearing Process. Those persons placing orders outside the Clearing Process
should ascertain the deadlines applicable to DTC and the Federal Reserve Bank
wire system by contacting the operations department of the broker or depository
institution effectuating such transfer of Deposit Securities and Cash Component.

Those placing orders for Creation Unit Aggregations of International Funds
should ascertain the applicable deadline for cash transfers by contacting the
operations department of the broker or depositary institution making the
transfer of the Cash Component. This deadline is likely to be significantly
earlier than the closing time of the regular trading session on the applicable
Listing Exchange. Investors should be aware that the Authorized Participant may
require orders for Creation Units placed with it to be in the form required by
the individual Authorized Participant, which form may not be the same as the
form of purchase order specified by the Trust that the Authorized Participant
must deliver to the Distributor.

Placement of Creation Orders for Domestic Dividend and Earnings Funds Using the
Clearing Process. The Clearing Process is the process of creating or redeeming
Creation Unit Aggregations. Fund Deposits made through the Clearing Process must
be delivered through a Participating Party that has executed a Participant
Agreement. The Participant Agreement authorizes the Distributor to transmit
through BNY to NSCC, on behalf of the Participating Party, such trade
instructions as are necessary to effect the Participating Party's creation
order. Pursuant to such trade instructions to NSCC, the Participating Party
agrees to deliver the requisite Deposit Securities and the Cash Component to the
Trust, together with such additional information as may be required by the
Distributor. An order to create Creation Unit Aggregations through the Clearing
Process is deemed received by the Distributor on the Transmittal Date if:

(i) such order is received by the Distributor not later than the Closing Time on
such Transmittal Date; and (ii) all other procedures set forth in the
Participant Agreement are properly followed.

Placement of Creation Orders for Domestic Dividend and Earnings Funds Outside
the Clearing Process. Fund Deposits made outside the Clearing Process must be
delivered through a DTC Participant that has executed a Participant Agreement. A
DTC participant who wishes to place an order creating Creation Unit Aggregations
to be effected outside the Clearing Process does not need to be a Participating
Party, but such orders must state that the DTC Participant is not using the
Clearing Process and that the creation of Creation Unit Aggregations will
instead be effected through a transfer of securities and cash directly through
DTC. The Fund Deposit transfer must be ordered by the DTC Participant on the
Transmittal Date in a timely fashion so as to ensure the delivery of the
requisite number of Deposit Securities through DTC to the account of the Fund by
no later than 2:00 p.m., Eastern time, on the "Settlement Date". The Settlement
Date is typically the third Business Day following the Transmittal Date. Each
Fund reserves the right to settle transactions on a basis other than T+3. In
certain cases Authorized Participants will create and redeem Creation Unit
Aggregations of the same Fund on the same trade date. In these instances, the
Trust reserves the right to settle these transactions on a net basis.

All questions as to the number of Deposit Securities to be delivered, and the
validity, form and eligibility (including time of receipt) for the deposit of
any tendered securities, will be determined by the Trust, whose determination
shall be final and binding. The amount of cash equal to the Cash Component must
be transferred directly to BNY through the Federal Reserve Bank wire transfer
system in a timely manner so as to be received by BNY later than 2:00 p.m.,
Eastern time, on the Settlement Date. An order to create Creation Unit
Aggregations outside the Clearing Process is deemed received by the Distributor
on the Transmittal Date if: (i) such order is received by the Distributor not
later than the Closing Time on such Transmittal Date; and (ii) all other
procedures set forth in the Participant Agreement are properly followed.
However, if BNY does not receive both the required Deposit Securities and the
Cash Component by 2:00 p.m. on the Settlement Date, such order may be canceled.
Upon written notice to the Distributor, such canceled order may be resubmitted
the following Business Day using a Fund Deposit as newly constituted to reflect
the then current NAV of the Fund. The delivery of Creation Unit Aggregations so
created generally will occur no later than the Settlement Date.

An additional charge of up to three (3) times the normal transaction fee (for a
total charge of up to four (4) times the normal transaction fee) may be imposed
with respect to transactions effected outside the Clearing Process (through a
DTC participant) and in the limited circumstances in which any cash can be used
in lieu of Deposit Securities to create Creation Units.

Creation Unit Aggregations of Domestic Funds may be created in advance of
receipt by the Trust of all or a portion of the applicable Deposit Securities as
described below. In these circumstances, the initial deposit will have a value
greater than the NAV of the shares on the date the order is placed in proper
form since, in addition to available Deposit Securities, cash must be deposited
in an amount equal to the sum of (i) the Cash Component, plus (ii) at least
105%, which the Trust may change from time to time, of the market value of the
undelivered Deposit Securities (the "Additional Cash Deposit") with the Fund
pending delivery of any missing Deposit Securities.

If an Authorized Participant determines to post an additional cash deposit as
collateral for any undelivered Deposit Securities, such Authorized Participant
must deposit with BNY the appropriate amount of federal funds by 2:00 p.m.,
Eastern time, on the date of requested settlement. If the Authorized Participant
does not place its purchase order by the closing time or BNY does not receive
federal funds in the appropriate amount by such time, then the order may be
deemed to be rejected and the Authorized Participant shall be liable to the Fund
for losses, if any, resulting therefrom. An additional amount of cash shall be
required to be deposited with BNY, pending delivery of the missing Deposit
Securities to the extent necessary to maintain the Additional Cash Deposit with
the Trust in an amount at least equal to 105%, which the Trust may change from
time to time, of the daily marked to market value of the missing Deposit
Securities. To the extent that missing Deposit Securities are not received by
2:00 p.m., Eastern time, on the Settlement Date or in the event a
marked-to-market payment is not made within one Business Day following
notification by the Distributor that such a payment is required, the Trust may
use the cash on deposit to purchase the missing Deposit Securities. Authorized
Participants will be liable to the Trust for the costs incurred by the Trust in
connection with any such purchases. These costs will be deemed to include the
amount by which the actual purchase price of the Deposit Securities exceeds the
market value of such Deposit Securities on the transmittal date plus the
brokerage and related transaction costs associated with such purchases. The
Trust will return any unused portion of

the Additional Cash Deposit once all of the missing Deposit Securities have been
properly received by BNY or purchased by the Trust and deposited into the Trust.
In addition, a transaction fee, as listed below, will be charged in all cases.
The delivery of Creation Unit Aggregations so created generally will occur no
later than the Settlement Date.

Placement of Creation Orders for International Funds. Fund Deposits in
connection with the International Funds will not be made either through the
Clearing Process or through DTC. For each International Fund, BNY shall cause
the sub-custodian of the Funds to maintain an account into which the Authorized
Participant shall deliver, on behalf of itself or the party on whose behalf it
is acting, the securities included in the designated Fund Deposit (or the cash
value of all or part of such securities, in the case of a permitted or required
cash purchase or "cash in lieu" amount), with any appropriate adjustments as
advised by the Trust. Deposit Securities must be delivered to an account
maintained at the applicable local sub-custodian(s). Orders to purchase Creation
Unit Aggregations must be received by the Distributor from an Authorized
Participant on its own or another investor's behalf by the closing time of the
regular trading session on the applicable Listing Exchange on the relevant
Business Day. However, when a relevant local market is closed due to local
market holidays, the local market settlement process will not commence until the
end of the local holiday period. Settlement must occur by 2:00 p.m., Eastern
time, on the contractual settlement date.

The Authorized Participant must also make available no later than 2:00 p.m.,
Eastern time, on the contractual settlement date, by means satisfactory to the
Trust, immediately-available or same-day funds estimated by the Trust to be
sufficient to pay the Cash Component next determined after acceptance of the
purchase order, together with the applicable purchase transaction fee. Any
excess funds will be returned following settlement of the issue of the Creation
Unit Aggregation.

To the extent contemplated by the applicable Participant Agreement, Creation
Unit Aggregations of International Funds will be issued to such Authorized
Participant notwithstanding the fact that the corresponding Fund Deposits have
not been received in part or in whole, in reliance on the undertaking of the
Authorized Participant to deliver the missing Deposit Securities as soon as
possible, which undertaking shall be secured by such Authorized Participant's
delivery and maintenance of collateral consisting of cash in the form of U.S.
dollars in immediately available funds having a value (marked to market daily)
at least equal to 110%, which WisdomTree Asset Management may change from time
to time of the value of the missing Deposit Securities. Such cash collateral
must be delivered no later than 2:00 p.m., Eastern time, on the contractual
settlement date. The Participant Agreement will permit the Fund to buy the
missing Deposit Securities at any time and will subject the Authorized
Participant to liability for any shortfall between the cost to the Trust of
purchasing such securities and the value of the collateral.

Acceptance of Orders for Creation Unit Aggregations. The Trust reserves the
absolute right to reject or revoke acceptance of a creation order transmitted to
it by the Distributor in respect of any Fund if: (i) the order is not in proper
form; (ii) the investor(s), upon obtaining the shares ordered, would own 80% or
more of the currently outstanding shares of any Fund; (iii) the Deposit
Securities delivered are not as disseminated through the facilities of the NSCC
for that date by the Fund as described above; (iv) acceptance of the Deposit
Securities would have certain adverse tax consequences to the Fund; (v)
acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful;
(vi) acceptance of the Fund Deposit would otherwise, in the discretion of the
Trust or WisdomTree Asset Management, have an adverse effect on the Trust or the
rights of beneficial owners; or (vii) in the event that circumstances outside
the control of the Trust, BNY, the Distributor or WisdomTree Asset Management
make it for all practical purposes impossible to process creation orders.
Examples of such circumstances include acts of God; public service or utility
problems such as fires, floods, extreme weather conditions and power outages
resulting in telephone, telecopy and computer failures; market conditions or
activities causing trading halts; systems failures involving computer or other
information systems affecting the Trust, WisdomTree Asset Management, the
Distributor, DTC, NSCC, BNY or sub-custodian or any other participant in the
creation process, and similar extraordinary events. The Distributor shall notify
a prospective creator of a Creation Unit and/or the Authorized Participant
acting on behalf of the creator of a Creation Unit Aggregation of its rejection
of the order of such person. The Trust, BNY, a sub-custodian and the Distributor
are under no duty, however, to give notification of any defects or
irregularities in the delivery of Fund Deposits nor shall any of them incur any
liability for the failure to give any such notification.

All questions as to the number of shares of each security in the Deposit
Securities and the validity, form, eligibility and acceptance for deposit of any
securities to be delivered shall be determined by the Trust, and the Trust's
determination shall be final and binding.

Creation Transaction Fee. Each Fund imposes a "Transaction Fee" on investors
purchasing or redeeming Creation Units. For this reason, investors purchasing or
redeeming through the DTC Process generally will pay a higher Transaction Fee
than will investors doing so through the NSCC Process. The Transaction Fee will
be limited to amounts that have been determined by WisdomTree Asset Management
to be appropriate. The purpose of the Transaction Fee is to protect the existing
shareholders of the Funds from the dilutive costs associated with the purchase
and redemption of Creation Units. Where a Fund permits an in-kind purchaser to
deposit cash in lieu of depositing one or more Deposit Securities, the purchaser
may be assessed a higher Transaction Fee to offset the transaction cost to the
Fund of buying those particular Deposit Securities. Transaction Fees will differ
for each Fund, depending on the transaction expenses related to each Fund's
portfolio securities. Every purchaser of a Creation Unit will receive a
Prospectus that contains complete disclosure about the Transaction Fee,
including the maximum amount of the Transaction Fee charged by the Fund.
Investors who use the services of a broker or other such intermediary may be
charged a fee for such services.

The following table sets forth the standard and maximum creation transaction fee
for each of the Funds.

Standard Creation Maximum Creation
Name of Fund Transaction Fee Transaction Fee
-------------------------------------------------------- ----------------- ----------------

WisdomTree Total Dividend Fund $ 4,000 $ 8,500
WisdomTree High-Yielding Equity Fund $ 2,200 $ 2,500
WisdomTree LargeCap Dividend Fund $ 1,500 $ 2,000
WisdomTree Dividend Top 100 Fund $ 500 $ 600
WisdomTree MidCap Dividend Fund $ 2,500 $ 3,000
WisdomTree SmallCap Dividend Fund $ 4,000 $ 4,500
WisdomTree Total Earnings Fund $ 5,500 $12,090
WisdomTree Earnings 500 Fund $ 2,500 $ 2,500
WisdomTree MidCap Earnings Fund $ 3,500 $ 4,000
WisdomTree SmallCap Earnings Fund $ 4,000 $ 5,705
WisdomTree Earnings Top 100 Fund $ 500 $ 500
WisdomTree Low P/E Fund $ 2,000 $ 3,500
WisdomTree DEFA Fund $15,000 $50,000
WisdomTree DEFA High-Yielding Equity Fund $ 9,500 $20,000
WisdomTree Europe Total Dividend Fund $ 7,500 $25,000
WisdomTree Europe High-Yielding Equity Fund $ 2,500 $ 7,500
WisdomTree Europe SmallCap Dividend Fund $10,000 $11,000
WisdomTree Japan Total Dividend Fund $ 4,000 $10,000
WisdomTree Japan High-Yielding Equity Fund $ 2,500 $ 3,500
WisdomTree Japan SmallCap Dividend Fund $ 5,000 $ 6,000
WisdomTree Pacific ex-Japan Total Dividend Fund $ 8,000 $18,500
WisdomTree Pacific ex-Japan High-Yielding Equity Fund $ 3,500 $ 4,500
WisdomTree International LargeCap Dividend Fund $ 6,000 $ 8,000
WisdomTree International Dividend Top 100 Fund $ 2,500 $ 3,500
WisdomTree International MidCap Dividend Fund $ 8,000 $20,000
WisdomTree International SmallCap Dividend Fund $10,000 $25,000
WisdomTree Emerging Markets High-Yielding Equity Fund $ 9,000 $27,000
WisdomTree International Basic Materials Sector Fund $ 4,000 $ 5,000
WisdomTree International Communications Sector Fund $ 3,250 $ 5,100
WisdomTree International Consumer Cyclical Sector Fund $ 9,500 $11,500
WisdomTree International Consumer Non-Cyclical Sector Fund $ 8,000 $10,500
WisdomTree International Energy Sector Fund $ 1,250 $ 2,000
WisdomTree International Financial Sector Fund $ 9,000 $14,000
WisdomTree International Health Care Sector Fund $ 2,250 $ 3,500
WisdomTree International Industrial Sector Fund $ 9,500 $12,500
WisdomTree International Technology Sector Fund $ 2,000 $ 2,500
WisdomTree International Utilities Sector Fund $ 1,500 $ 2,500
WisdomTree International Real Estate Fund $ 6,500 $10,150

Placement of Redemption Orders for Domestic Dividend and Earnings Funds Using
the Clearing Process. Orders to redeem Creation Unit Aggregations of Domestic
Equity Funds through the Clearing Process must be delivered through a
Participating Party that has executed the Participant Agreement. An order to
redeem Creation Unit Aggregations using the Clearing Process is deemed received
by the Trust on the Transmittal Date if (i) such order is received by BNY (in
its capacity as Transfer Agent) not later than the Closing Time on such
Transmittal Date, and

(ii) all other procedures set forth in the Participant Agreement are properly
followed. Such order will be effected based on the NAV of the Fund as next
determined. An order to redeem Creation Unit Aggregations using the Clearing
Process made in proper form but received by the Trust after the Closing Time,
will be deemed received on the next Business Day immediately following the
Transmittal Date and will be effected at the NAV next determined on such
Business Day. The requisite Fund Securities and the Cash Redemption Amount will
be transferred by the third NSCC Business Day following the date on which such
request for redemption is deemed received.

Placement of Redemption Orders for Domestic Dividend and Earnings Funds Outside
the Clearing Process. Orders to redeem Creation Unit Aggregations of Domestic
Funds outside the Clearing Process must be delivered through a DTC Participant
that has executed the Participant Agreement. A DTC Participant who wishes to
place an order for redemption of Creation Unit Aggregations to be effected
outside the Clearing Process does not need to be a Participating Party, but such
orders must state that the DTC Participant is not using the Clearing Process and
that redemption of Creation Unit Aggregations will instead be effected through
transfer of shares directly through DTC. An order to redeem Creation Unit
Aggregations outside the Clearing Process is deemed received by the Trust on the
Transmittal Date if: (i) such order is received by BNY (in its capacity as
Transfer Agent) not later than the Closing Time on such Transmittal Date; (ii)
such order is accompanied or followed by the requisite number of shares of the
Fund specified in such order, which delivery must be made through DTC to BNY no
later than 11:00 a.m., Eastern time, on the contracted settlement date; and
(iii) all other procedures set forth in the Participant Agreement are properly
followed. After the Trust has deemed an order for redemption outside the
Clearing Process received, the Trust will initiate procedures to transfer the
requisite Fund Securities which are expected to be delivered within three
Business Days and the Cash Redemption Amount to the Authorized Participant on
behalf of the redeeming Beneficial Owner by the Settlement Date. In certain
cases Authorized Participants will redeem and create Creation Unit Aggregations
of the same Fund on the same trade date. In these instances, the Trust reserves
the right to settle these transactions on a net basis.

Placement of Redemption Orders for International Funds. Orders to redeem
Creation Unit Aggregations of International Funds must be delivered through an
Authorized Participant that has executed a Participant Agreement. Investors
other than Authorized Participants are responsible for making arrangements for a
redemption request to be made through an Authorized Participant. An order to
redeem Creation Unit Aggregations of International Funds is deemed received by
the Trust on the Transmittal Date if: (i) such order is received by BNY (in its
capacity as Transfer Agent) not later than the Closing Time on the Transmittal
Date; (ii) such order is accompanied or followed by the requisite number of
shares of the Fund specified in such order, which delivery must be made through
DTC to BNY no later than 10:00 a.m., Eastern time, on the next Business Day
following the Transmittal Date; and (iii) all other procedures set forth in the
Participant Agreement are properly followed. Deliveries of Fund Securities to
redeeming investors generally will be made within three Business Days. Due to
the schedule of holidays in certain countries, however, the delivery of in-kind
redemption proceeds for International Funds may take longer than three Business
Days after the day on which the redemption request is received in proper form.
In such cases, the local market settlement procedures will not commence until
the end of the local holiday periods. See below for a list of the local holidays
in the foreign countries relevant to the International Funds.

In connection with taking delivery of shares of Fund Securities upon redemption
of shares of International Funds, a redeeming Beneficial Owner, or Authorized
Participant action on behalf of such Beneficial Owner must maintain appropriate
security arrangements with a qualified broker-dealer, bank or other custody
provider in each jurisdiction in which any of the Fund Securities are
customarily traded, to which account such Fund Securities will be delivered.

To the extent contemplated by an Authorized Participant's agreement, in the
event the Authorized Participant has submitted a redemption request in proper
form but is unable to transfer all or part of the Creation Unit Aggregation to
be redeemed to the Fund's Transfer Agent, the Transfer Agent will nonetheless
accept the redemption request in reliance on the undertaking by the Authorized
Participant to deliver the missing shares as soon as possible. Such undertaking
shall be secured by the Authorized Participant's delivery and maintenance of
collateral consisting of cash having a value (marked to market daily) at least
equal to 110%, which WisdomTree Asset Management may change from time to time,
of the value of the missing shares.

The current procedures for collateralization of missing shares require, among
other things, that any cash collateral shall be in the form of U.S. dollars in
immediately-available funds and shall be held by BNY and marked to market daily,
and that the fees of BNY and any sub-custodians in respect of the delivery,
maintenance and redelivery of the

cash collateral shall be payable by the Authorized Participant. The Authorized
Participant's agreement will permit the Trust, on behalf of the affected Fund,
to purchase the missing shares or acquire the Deposit Securities and the Cash
Component underlying such shares at any time and will subject the Authorized
Participant to liability for any shortfall between the cost to the Trust of
purchasing such shares, Deposit Securities or Cash Component and the value of
the collateral.

The calculation of the value of the Fund Securities and the Cash Redemption
Amount to be delivered upon redemption will be made by BNY according to the
procedures set forth under Determination of NAV computed on the Business Day on
which a redemption order is deemed received by the Trust. Therefore, if a
redemption order in proper form is submitted to BNY by a DTC Participant not
later than Closing Time on the Transmittal Date, and the requisite number of
shares of the relevant Fund are delivered to BNY prior to the DTC Cut-Off-Time,
then the value of the Fund Securities and the Cash Redemption Amount to be
delivered will be determined by BNY on such Transmittal Date. If, however, a
redemption order is submitted to BNY by a DTC Participant not later than the
Closing Time on the Transmittal Date but either (i) the requisite number of
shares of the relevant Fund are not delivered by the DTC Cut-Off-Time, as
described above, on such Transmittal Date, or (ii) the redemption order is not
submitted in proper form, then the redemption order will not be deemed received
as of the Transmittal Date. In such case, the value of the Fund Securities and
the Cash Redemption Amount to be delivered will be computed on the Business Day
that such order is deemed received by the Trust, i.e., the Business Day on which
the shares of the relevant Fund are delivered through DTC to BNY by the DTC
Cut-Off-Time on such Business Day pursuant to a properly submitted redemption
order.

If it is not possible to effect deliveries of the Fund Securities, the Trust may
in its discretion exercise its option to redeem such shares in cash, and the
redeeming Beneficial Owner will be required to receive its redemption proceeds
in cash. In addition, an investor may request a redemption in cash that the Fund
may, in its sole discretion, permit. In either case, the investor will receive a
cash payment equal to the NAV of its shares based on the NAV of shares of the
relevant Fund next determined after the redemption request is received in proper
form (minus a redemption transaction fee and additional charge for requested
cash redemptions specified above, to offset the Trust's brokerage and other
transaction costs associated with the disposition of Fund Securities). A Fund
may also, in its sole discretion, upon request of a shareholder, provide such
redeemer a portfolio of securities that differs from the exact composition of
the Fund Securities but does not differ in NAV.

Redemptions of shares for Fund Securities will be subject to compliance with
applicable federal and state securities laws and each Fund (whether or not it
otherwise permits cash redemptions) reserves the right to redeem Creation Unit
Aggregations for cash to the extent that the Trust could not lawfully deliver
specific Fund Securities upon redemptions or could not do so without first
registering the Fund Securities under such laws. An Authorized Participant or an
investor for which it is acting subject to a legal restriction with respect to a
particular stock included in the Fund Securities applicable to the redemption of
a Creation Unit Aggregation may be paid an equivalent amount of cash. The
Authorized Participant may request the redeeming Beneficial Owner of the shares
to complete an order form or to enter into agreements with respect to such
matters as compensating cash payment.

Because the Portfolio Securities of an International Fund may trade on the
relevant exchange(s) on days that the Listing Exchange for the International
Fund is closed or are otherwise not Business Days for such International Fund,
stockholders may not be able to redeem their shares of such International Fund,
r to purchase and sell shares of such International Fund on the Listing Exchange
for the International Fund, on days when the NAV of such International Fund
could be significantly affected by events in the relevant foreign markets.

REGULAR HOLIDAYS.

Each Fund generally intends to effect deliveries of Creation Units and Portfolio
Securities on a basis of "T" plus three Business Days (i.e., days on which the
New York Stock Exchange is open). Each Fund may effect deliveries of Creation
Units and Portfolio Securities on a basis other than T plus three in order to
accommodate local holiday schedules, to account for different treatment among
foreign and U.S. markets of dividend record dates and ex-dividend dates, or
under certain other circumstances. The ability of the Trust to effect in-kind
creations and redemptions within three Business Days of receipt of an order in
good form is subject, among other things, to the condition that, within the time
period from the date of the order to the date of delivery of the securities,
there are no days that are holidays in the applicable foreign market. For every
occurrence of one or more intervening holidays in

the applicable foreign market that are not holidays observed in the U.S. equity
market, the redemption settlement cycle will be extended by the number of such
intervening holidays. In addition to holidays, other unforeseeable closings in a
foreign market due to emergencies may also prevent the Trust from delivering
securities within normal settlement period.

The securities delivery cycles currently practicable for transferring Portfolio
Securities to redeeming investors, coupled with foreign market holiday
schedules, will require a delivery process longer than seven calendar days for
some Funds, in certain circumstances. The holidays applicable to each Fund
during such periods are listed below, as are instances where more than seven
days will be needed to deliver redemption proceeds. Although certain holidays
may occur on different dates in subsequent years, the number of days required to
deliver redemption proceeds in any given year is not expected to exceed the
maximum number of days listed below for each Fund. The proclamation of new
holidays, the treatment by market participants of certain days as "informal
holidays" (e.g., days on which no or limited securities transactions occur, as a
result of substantially shortened trading hours), the elimination of existing
holidays, or changes in local securities delivery practices, could affect the
information set forth herein at some time in the future.

The dates in calendar year 2007 in which the regular holidays affecting the
relevant securities markets of the below listed countries are as follows:

Argentina
Jan 6 May 25 Dec 8
Apr 13 Jun 19 Dec 25
Apr 14 Aug 21
May 1 Oct 16

Australia
Jan 2 Apr 17 Oct 2
Jan 26 Apr 25 Nov 7
Mar 13 Jun 12 Dec 25
Apr 14 Aug 7 Dec 26

Austria
Jan 6 Jun 5 Dec 8
Apr 14 Jun 15 Dec 25
Apr 17 Aug 15 Dec 26
May 1 Oct 26 Dec 29
May 25 Nov 1

Belgium
Apr 14
Apr 17
May 1
Dec 25

Brazil
Jan 20 Apr 14 Nov 2
Jan 25 Apr 21 Nov 15
Feb 27 Jun 15 Dec 25
Feb 28 Sep 7
Mar 1 Oct 12

Canada
Jan 2 Aug 7 Dec 25
Apr 14 Sep 4 Dec 26
May 22 Oct 9
Jul 3 Nov 13

Chile
Apr 14 Aug 15 Nov 1
May 1 Sep 18 Dec 8
Jun 12 Sep 19 Dec 25
Jun 26 Oct 9

China (Shanghai)
Jan 2 Feb 20 Oct 2
Jan 3 Apr 14 Oct 3
Jan 16 May 1 Oct 4
Jan 26 May 2 Oct 5
Jan 27 May 3 Oct 6
Jan 30 May 4 Oct 9
Jan 31 May 5 Nov 23
Feb 1 May 29 Dec 25
Feb 2 Jul 4
Feb 3 Sep 4

China (Shenzhen)
Jan 2 Apr 5 Oct 2
Jan 3 Apr 14 Oct 3
Jan 26 Apr 17 Oct 4
Jan 27 May 1 Oct 5
Jan 30 May 2 Oct 6
Jan 31 May 3 Oct 30
Feb 1 May 4 Dec 25
Feb 2 May 5 Dec 26
Feb 3 May 31

Denmark
Apr 13 May 25
Apr 14 Jun 5
Apr 17 Dec 25
May 12 Dec 26

Finland
Jan 6 May 25 Dec 26
Apr 14 Jun 23
Apr 17 Dec 6
May 1 Dec 25

France
Apr 14 Dec 26
Apr 17
May 1
Dec 25

Greece
Jan 6 Apr 21 Aug 15
Mar 6 Apr 24 Dec 25
Apr 14 May 1 Dec 26
Apr 17 Jun 12

Germany
Apr 14 Dec 26
Apr 17
May 1
Dec 25

Hong Kong
Jan 2 Apr 14 May 31
Jan 30 Apr 17 Oct 2
Jan 31 May 1 Oct 30
Apr 5 May 5 Dec 25
Dec 26

India
Jan 11 Mar 31 Aug 15
Jan 26 Apr 6 Oct 2
Feb 9 Apr 11 Oct 24
Mar 15 Apr 14 Oct 25
Mar 30 May 1 Dec 25

Ireland
Apr 14 Dec 25
Apr 17 Dec 26
May 1
Jun 5

Israel
Mar 14 Apr 19 Oct 1
Mar 28 May 2 Oct 2
Apr 12 May 3 Oct 6
Apr 13 Jun 1 Oct 8
Apr 14 Jun 2 Oct 9
Apr 16 Aug 3 Oct 10
Apr 17 Sep 22 Oct 11
Apr 18 Sep 24 Oct 12
Oct 13

Italy
Apr 14 Dec 25
Apr 17 Dec 26
May 1
Aug 15

Japan
Jan 2 May 3 Sep 18
Jan 3 May 4 Oct 9
Jan 9 May 5 Nov 3
Mar 21 Jul 17 Nov 23

Malaysia
Jan 2 Feb 2 Oct 24
Jan 10 Apr 11 Oct 25
Jan 30 May 1 Dec 25
Jan 31 May 12
Feb 1 Aug 31

Mexico
Mar 21 May 1 Dec 12
Apr 13 Nov 20 Dec 25
Apr 14 Dec 1

New Zealand
Jan 2 Apr 17 Dec 25
Jan 3 Apr 25 Dec 26
Feb 6 Jun 5
Apr 14 Oct 23

Netherlands
Apr 14 Dec 26
Apr 17
May 1
Dec 25

Norway
Apr 13 May 17 Dec 26
Apr 14 May 25
Apr 17 Jun 5
May 1 Dec 25

Portugal
Apr 14 Dec 26
Apr 17
May 1
Dec 25

Singapore
Jan 2 Apr 14 Oct 24
Jan 10 May 1 Dec 25
Jan 30 May 12
Jan 31 Aug 9

South Africa
Jan 2 Apr 17 Aug 9
Mar 1 Apr 27 Sep 25
Mar 21 May 1 Dec 25
Apr 14 Jun 16 Dec 26

South Korea
Jan 30 May 31 Oct 5
Mar 1 Jun 6 Oct 6
Apr 5 Jul 17 Dec 25
May 1 Aug 15 Dec 29
May 5 Oct 3

Spain
Jan 6 Aug 15 Dec 8
Apr 14 Oct 12 Dec 25
Apr 17 Nov 1 Dec 26
May 1 Dec 6

Sweden
Jan 6 May 25 Dec 26
Apr 14 Jun 5
Apr 17 Jun 23
May 1 Dec 25

Switzerland
Jan 2 May 25 Dec 26
Apr 14 Jun 5
Apr 17 Aug 1
May 1 Dec 25

Taiwan
Jan 26 Feb 1 May 1
Jan 27 Feb 2 May 31
Jan 30 Feb 28 Oct 6
Jan 31 Apr 5 Oct 10

Thailand
Jan 2 Apr 19 Aug 14
Feb 13 May 1 Oct 23
Apr 6 May 5 Dec 5
Apr 13 May 12 Dec 11
Apr 14 Jul 11

United Kingdom
Jan 2 May 29
Apr 14 Aug 28
Apr 17 Dec 25
May 1 Dec 26

United States
Jan 2 May 29 Nov 23
Jan 16 Jul 4 Dec 25
Feb 20 Sep 4
Apr 14

TAXES

Registered Investment Company Qualifications. Each Fund intends to qualify for
and to elect treatment as a separate Regulated Investment Company ("RIC") under
Subchapter M of the Internal Revenue Code. To qualify for treatment as a RIC,
each Fund must annually distribute at least 90% of its net investment company
taxable income (which includes dividends, interest and net short-term capital
gains) and meet several other requirements. Among such other

requirements are the following: (i) at least 90% of each Fund's annual gross
income must be derived from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stock or
securities or foreign currencies, or other income (including gains from options,
futures or forward contracts) derived with respect to its business of investing
in such stock, securities or currencies, and net income derived from an interest
in a qualified publicly traded partnership; and (ii) at the close of each
quarter of the company's taxable year, (a) at least 50% of the market value of
each Fund's total assets must be represented by cash and cash items, U.S.
Government securities, securities of other RICs and other securities, with such
other securities limited for purposes of this calculation in respect of any one
issuer to an amount not greater than 5% of the value of each Fund's assets and
not greater than 10% of the outstanding voting securities of such issuer, and
(b) not more than 25% of the value of the Fund's total assets may be invested in
the securities of any one issuer or two or more issuers that are controlled by
each Fund (within the meaning of Section 851(c)(2) of the Internal Revenue
Code), and that are engaged in the same or similar trades or businesses or
related trades or businesses (other than U.S. Government securities or the
securities of other regulated investment companies) or the securities of one or
more qualified publicly traded partnerships.

Taxation of RICs. If a Fund fails to qualify for any taxable year as a RIC, all
of its taxable income will be subject to tax at regular corporate income tax
rates without any deduction for distributions to shareholders, and such
distributions generally will be taxable to shareholders as ordinary dividends to
the extent of each Fund's current and accumulated earnings and profits. In such
event, distributions to individuals should qualify as qualified dividend income
and distributions to corporate shareholders generally should be eligible for the
dividends-received deduction. Although each Fund intends to distribute
substantially all of its net investment income and its capital gains for each
taxable year, each Fund will be subject to federal income taxation to the extent
any such income or gains are not distributed. If each Fund's distributions
exceed its taxable income and capital gains realized during a taxable year, all
or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.

Excise Tax. Each Fund will be subject to a 4% excise tax on certain
undistributed income if it does not distribute to its shareholders in each
calendar year at least 98% of its ordinary income for the calendar year plus 98%
of its capital gain net income for the twelve months ended October 31 of such
year. Each Fund intends to declare and distribute dividends and distributions in
the amounts and at the times necessary to avoid the application of this 4%
excise tax.

Back-Up Withholding. In certain cases, a Fund will be required to withhold at
the applicable withholding rate, and remit to the U.S. Treasury such amounts
withheld from any distributions paid to a shareholder who: (1) has failed to
provide a correct taxpayer identification number, (2) is subject to backup
withholding by the Internal Revenue Service; (3) has failed to certify to a Fund
that such shareholder is not subject to backup withholding; or (4) has not
certified that such shareholder is a U.S. person (including a U.S. resident
alien).

Section 351. The Trust on behalf of each Fund has the right to reject an order
for a purchase of shares of the Trust if the purchaser (or group of purchasers)
would, upon obtaining the shares so ordered, own 80% or more of the outstanding
shares of a given Fund and if, pursuant to Section 351 of the Internal Revenue
Code, that Fund would have a basis in the securities different from the market
value of such securities on the date of deposit. The Trust also has the right to
require information necessary to determine beneficial share ownership for
purposes of the 80% determination.

Qualified Dividend Income. Distributions by each Fund of investment company
taxable income (excluding any short-term capital gains) whether received in cash
or shares will be taxable either as ordinary income or as qualified dividend
income, eligible for the reduced maximum rate to individuals of 15% (5% for
individuals in lower tax brackets) to the extent each Fund receives qualified
dividend income on the securities it holds and the Fund designates the
distribution as qualified dividend income. Qualified dividend income is, in
general, dividend income from taxable domestic corporations and certain foreign
corporations (e.g., foreign corporations incorporated in a possession of the
United States or in certain countries with a comprehensive tax treaty with the
United States, or the stock of which is readily tradable on an established
securities market in the United States). A dividend will not be treated as
qualified dividend income to the extent that (i) the shareholder has not held
the shares on which the dividend was paid for more than 60 days during the
121-day period that begins on the date that is 60 days before the date on which
the shares become ex dividend with respect to such dividend (and each Fund also
satisfies those holding period requirements with respect to the securities it
holds that paid the dividends distributed to the shareholder), (ii) the
shareholder is under an obligation (whether pursuant to a short sale or
otherwise) to make related payments with respect to

substantially similar or related property, or (iii) the shareholder elects to
treat such dividend as investment income under section 163(d)(4)(B) of the
Internal Revenue Code. Absent further legislation, the maximum 15% rate on
qualified dividend income will not apply to dividends received in taxable years
beginning after December 31, 2010. Distributions by each Fund of its net
short-term capital gains will be taxable as ordinary income. Capital gain
distributions consisting of each Fund's net capital gains will be taxable as
long-term capital gains.

Corporate Dividends Received Deduction. A Fund's dividends that are paid to its
corporate shareholders and are attributable to qualifying dividends it received
from U.S. domestic corporations may be eligible, in the hands of such
shareholders, for the corporate dividends received deduction, subject to certain
holding period requirements and debt financing limitations.

Net Capital Loss Carryforwards. Net capital loss carryforwards may be applied
against any net realized capital gains in each succeeding year, or until their
respective expiration dates, whichever occurs first.

Funds Holding Foreign Investments. Each Fund, but in particular the
International Funds may be subject to foreign income taxes withheld at the
source. If more than 50% of the value of a Fund's total assets at the close of
its taxable year consists of foreign stocks or securities, the Fund will be
eligible to make an election to pass through such tax to its shareholders. Each
Fund that is permitted to do so will elect to "pass through" to its investors
the amount of foreign income taxes paid by the Fund provided that the investor
held the shares of the Fund, and the Fund held the security, on the dividend
settlement date and for at least fifteen additional days immediately before
and/or thereafter, with the result that each investor will (i) include in gross
income, even though not actually received, the investor's pro rata share of the
Fund's foreign income taxes, and (ii) either deduct (in calculating U.S. taxable
income) or credit (in calculating U.S. federal income tax) the investor's pro
rata share of the Fund's foreign income taxes. A foreign person who invests in a
Fund that elects to "pass through" its foreign taxes may be treated as receiving
additional dividend income subject to U.S. withholding tax. A foreign tax credit
may not exceed the investor's U.S. federal income tax otherwise payable with
respect to the investor's foreign source income. For this purpose, each
shareholder must treat as foreign source gross income (i) his proportionate
share of foreign taxes paid by the Fund and (ii) the portion of any dividend
paid by the Fund that represents income derived from foreign sources; the Fund's
gain from the sale of securities will generally be treated as U.S. source
income. This foreign tax credit limitation is applied separately to separate
categories of income; dividends from the Fund will be treated as "passive" or
"financial services" income for this purpose. The effect of this limitation may
be to prevent investors from claiming as a credit the full amount of their pro
rata share of the Fund's foreign income taxes.

Under Section 988 of the Code, gains or losses attributable to fluctuations in
exchange rates between the time the Fund accrues income or receivables or
expenses or other liabilities denominated in a foreign currency and the time the
Fund actually collects such income or pays such liabilities are generally
treated as ordinary income or ordinary loss. Similarly, gains or losses on
foreign currency, foreign currency forward contracts, certain foreign currency
options or futures contracts and the disposition of debt securities denominated
in foreign currency, to the extent attributable to fluctuations in exchange
rates between the acquisition and disposition dates, are also treated as
ordinary income or loss unless the fund were to elect otherwise.

If any Fund owns shares in certain foreign investment entities, referred to as
"passive foreign investment companies," the Fund will be subject to one of the
following special tax regimes: (i) the Fund is liable for U.S. federal income
tax, which cannot be eliminated by making distributions to Fund shareholders,
and an additional charge in the nature of interest, on a portion of any "excess
distribution" from such foreign entity or any gain from the disposition of such
shares, even if the entire distribution or gain is paid out by the Fund as a
dividend to its shareholders; (ii) if the Fund were able and elected to treat a
passive foreign investment company as a "qualified electing fund", the Fund
would be required each year to include in income, and distribute to shareholders
in accordance with the distribution requirements set forth above, the Fund's pro
rata share of the ordinary earnings and net capital gains of the passive foreign
investment company, whether or not such earnings or gains are distributed to the
Fund; or (iii) the Fund may be entitled to mark-to-market annually the shares of
the passive foreign investment company, and, in such event, would be required to
distribute to shareholders any such mark-to-market gains which are treated as
ordinary income, in accordance with the distribution requirements set forth
above.

The election of regime (ii) or (iii) may accelerate the recognition of income
(without the receipt of cash) and increase the amount required to be distributed
by the Fund to avoid taxation. Electing either of these regimes may therefore
require the Fund to liquidate other investments (including when it is not
advantageous to do so) to meet its distribution

requirement, which also may accelerate the recognition of gain and affect the
Fund's total return. Dividends paid by PFICs will not be eligible to be treated
as "qualified dividend income."

Federal Tax Treatment of Complex Securities. Funds may invest in complex
securities. These investments may be subject to numerous special and complex tax
rules. These rules could affect whether gains and losses recognized by the Fund
are treated as ordinary income or capital gain, accelerate the recognition of
income to a Fund and/or defer a Fund's ability to recognize losses. In turn,
these rules may affect the amount, timing or character of the income distributed
to you by the Fund.

Each Fund is required, for federal income tax purposes, to mark-to-market and
recognize as income for each taxable year its net unrealized gains and losses on
certain futures and options contracts as of the end of the year as well as those
actually realized during the year. Gain or loss from certain futures and options
contracts required to be marked-to-market will be 60% long-term and 40%
short-term capital gain or loss. Application of this rule may alter the timing
and character of distributions to shareholders. A Fund may be required to defer
the recognition of losses on futures contracts, option contracts and swaps to
the extent of any unrecognized gains on offsetting positions held by the Fund.

As a result of entering into swap contracts, a Fund may make or receive periodic
net payments. A Fund may also make or receive a payment when a swap is
terminated prior to maturity through an assignment of the swap or other closing
transaction. Periodic net payments will generally constitute ordinary income or
deductions, while termination of a swap will generally result in capital gain or
loss (which will be a long-term capital gain or loss if the Fund has been a
party to the swap for more than one year). The tax treatment of many types of
credit default swaps is uncertain.

It is anticipated that any net gain realized from the closing out of futures or
options contracts entered into by the Funds will be considered qualifying income
for purposes of the 90% requirement for a Fund to qualify as a RIC.

The Fund's transactions in foreign currencies and certain foreign currency
options, futures contracts and forward contracts (and similar instruments) may
give rise to ordinary income or loss to the extent such income or loss results
from fluctuations in the value of the foreign currency concerned. Gains from the
Fund's positions in foreign currencies may also accelerate and recharacterize
the Fund's distributions to shareholders. Losses from such positions may lead to
a return of capital to Fund shareholders.

Each Fund intends to distribute to shareholders annually any net capital gains
that have been recognized for federal income tax purposes (including unrealized
gains at the end of the Fund's fiscal year on futures or options transactions
that are subject to the mark-to-market rule). Such distributions are combined
with distributions of capital gains realized on a Fund's other investments and
shareholders are advised on the nature of the distributions.

Additional Tax Information Concerning REITs. A Fund may invest in REITs that
hold residual interests in real estate mortgage investment conduits ("REMICs")
or which are, or have certain wholly-owned subsidiaries that are, "taxable
mortgage pools." Under recently issued Treasury guidance, a portion of the
Fund's income from a REIT that is attributable to the REIT's residual interest
in a REMIC or equity interests in a taxable mortgage pool (referred to in the
Code as an "excess inclusion") will be subject to federal income tax in all
events. This guidance provides that excess inclusion income of a RIC, such as a
Fund, must generally be allocated to shareholders of the RIC in proportion to
the dividends received by such shareholders, with the same consequences as if
the shareholders held the related REMIC residual interest or taxable mortgage
pool interests directly. In general, excess inclusion income allocated to
shareholders (i) cannot be offset by net operating losses (subject to a limited
exception for certain thrift institutions), (ii) will constitute unrelated
business taxable income to entities (including a qualified pension plan, an
individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt
entity) subject to tax on unrelated business income, thereby potentially
requiring such an entity that is allocated excess inclusion income, and
otherwise might not be required to file a tax return, to file a tax return and
pay tax on such income, and (iii) in the case of a foreign shareholder, will not
qualify for any reduction in U.S. federal withholding tax. In addition, if at
any time during any taxable year a "disqualified organization" (as defined in
the IRC) is a record holder of a share in a RIC, then the RIC will be subject to
a tax equal to that portion of its excess inclusion income for the taxable year
that is allocable to the disqualified organization, multiplied by the highest
federal income tax rate imposed on corporations. No Fund intends to invest a
substantial portion of its assets in REITs which generate excess inclusion
income.

Foreign shareholders of a Fund must treat a distribution attributable to a
Fund's sale of stock in a REIT or other U.S. real property holding company as
real property gain, subject to U.S. tax and withholding, if 50% or more of the
value of the Fund's assets are invested in REITs and other U.S. real property
holding corporations and if the foreign

shareholder has held more than 5% of a class of stock at any time during the
one-year period ending on the date of the distribution. After December 31, 2007,
a distribution from a Fund will be treated as attributable to a U.S. real
property interest only if such distribution is attributable to a distribution
received by the Fund from a REIT. Restrictions apply regarding wash sales and
substitute payment transactions. Dividends received by the Fund from a REIT will
generally not constitute qualified dividend income.

The foregoing discussion is a summary only and is not intended as a substitute
for careful tax planning. Purchasers of shares should consult their own tax
advisers as to the tax consequences of investing in such shares, including under
state, local and foreign tax laws. Finally, the foregoing discussion is based on
applicable provisions of the Internal Revenue Code, regulations, judicial
authority and administrative interpretations in effect on the date of this
Statement of Additional Information. Changes in applicable authority could
materially affect the conclusions discussed above, and such changes often occur.

DETERMINATION OF NAV

The NAV of each Fund's shares is calculated each day the national securities
exchanges are open for trading as of the close of regular trading on the New
York Stock Exchange, generally 4:00 p.m. New York time (the "NAV Calculation
Time"). NAV per share is calculated by dividing a Fund's net assets by the
number of Fund shares outstanding.

Stocks held by a Fund are valued at their market value when reliable market
quotations are readily available. Certain short-term debt instruments which may
be used to manage a Fund's cash are valued on the basis of amortized cost. The
values of any foreign securities held by a Fund are converted into U.S. dollars
using an exchange rate deemed appropriate by the Fund.

When reliable market quotations are not readily available, securities are priced
at their fair value, which is the price a security's owner might reasonably
expect to receive upon its sale. A Fund also will use fair-value pricing if the
value of a security it holds has been materially affected by events occurring
before the NAV Calculation Time but after the close of the primary markets or
exchanges on which the security is traded. This most commonly occurs with
foreign securities, which may trade on foreign exchanges that close many hours
before the Fund's pricing time. Intervening events might be company-specific
(e.g., earnings report, merger announcement); country-specific (e.g., natural
disaster, economic or political news, act of terrorism, interest rate change);
or global. Intervening events include price movements in U.S. markets that are
deemed to affect the value of foreign securities. Fair-value pricing also may be
used for domestic securities if, for example, (1) trading in a security is
halted and does not resume before the Fund's pricing time or if a security does
not trade in the course of a day, or (2) the Fund holds enough of the security
that its price could affect the Fund's NAV. Since the International Funds invest
in securities listed on foreign exchanges that trade on weekends or other days
when the Funds do not price their shares, the NAV of these Funds may change on
days when shareholders will not be able to purchase or redeem the Fund's shares.

Fair-value prices are determined by the Funds according to procedures adopted by
the Board of Trustees. When fair-value pricing is employed, the prices of
securities used by a Fund to calculate its NAV may differ from quoted or
published prices for the same securities.

Transactions in Fund shares will be priced at NAV only if you purchase or redeem
shares directly from a Fund in Creation Units. Fund shares are purchased or sold
on a national securities exchange at market prices, which may be higher or lower
than NAV.

Fund shares are purchased or sold on a national securities exchange at market
prices, which may be higher or lower than NAV. No secondary sales will be made
to brokers or dealers at a concession by the Distributor or by a Fund. Purchases
and sales of shares in the secondary market, which will not involve a Fund, will
be subject to customary brokerage commissions and charges. Transactions in Fund
shares will be priced at NAV only if you purchase or redeem shares directly from
a Fund in Creation Units.

DIVIDENDS AND DISTRIBUTIONS

Each Fund pays out dividends, if any, to investors at least annually. Each Fund
distributes its net realized capital gains, if any, to investors annually. The
Funds may occasionally be required to make supplemental distributions at some
other time during the year. Distributions in cash may be reinvested
automatically in additional whole shares only if the broker through whom you
purchased shares makes such option available. Your broker is responsible for
distributing the income and capital gain distributions to you.

The Trust reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve the
status of each Fund as a RIC or to avoid imposition of income or excise taxes on
undistributed income.

FINANCIAL STATEMENTS

Financial statements are not yet available for (i) certain Domestic and the
International Funds because they did not commence operations until June 16,
2006, and (ii) and the Earnings Weighted Funds, because they had not yet
commenced operations as of the date of this SAI. Financial statements for
certain Domestic Funds and the International Sector Funds, when available, will
be available on the Trust's website at www.wisdomtree.com. The initial Statement
of Assets and Liabilities of the WisdomTree Total Dividend Fund, a series of the
Trust, is included as part of this SAI.

MISCELLANEOUS INFORMATION

Counsel. Ropes & Gray LLP, 1211 Avenue of Americas, New York, New York 10036 is
counsel to the Trust.

Independent Registered Public Accounting Firm. Ernst & Young LLP, with offices
located at 5 Times Square, New York, New York 10036, serves as the independent
auditor of the Trust. They audit the Funds' financial statements and may perform
other services.

Report of Independent Registered Public Accounting Firm

To the Stockholder and Board of Trustees,
WisdomTree Total Dividend Fund, a fund of WisdomTree Trust

We have audited the accompanying statement of assets and liabilities of
WisdomTree Total Dividend Fund (the "Fund"), a fund of WisdomTree Trust, as of
May 31, 2006. This statement of assets and liabilities is the responsibility of
the Fund's management. Our responsibility is to express an opinion on this
statement of assets and liabilities based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the statement
of assets and liabilities is free of material misstatement. We were not engaged
to perform an audit of the Fund's internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Fund's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of assets and
liabilities, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall statement of assets and
liabilities presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of WisdomTree
Total Dividend Fund, a fund of WisdomTree Trust, at May 31, 2006 in conformity
with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP
New York, New York
June 6, 2006
49

WisdomTree Total Dividend Fund
A series fund of WisdomTree Trust
Statement of Assets and Liabilities
May 31, 2006
ASSETS:
Cash .................................................... $100,000
--------
Total Assets ............................................ 100,000
--------
LIABILITIES:
Total Liabilities ....................................... --
--------
NET ASSETS: ............................................. $100,000
========
NET ASSETS CONSIST OF:
Paid-in Capital ......................................... $100,000
--------
NET ASSETS: ............................................. $100,000
========
Shares outstanding:
unlimited amount authorized
$0.001 par value ........................................ 2,000

NET ASSET VALUE: ........................................ $ 50.00
========

See Notes to Statement of Assets and Liabilities

NOTE 1: Organization

WisdomTree Trust (the "Trust") is organized as a Delaware business trust
pursuant to a Declaration of Trust dated December 15, 2005, and has had no
operations as of the date hereof other than matters relating to its organization
and registration as an investment company under the Investment Company Act of
1940 and the Securities Act of 1933 and the sale and issuance of shares of
beneficial interest of the WisdomTree Total Dividend Fund (the Fund), a series
of the Trust, with a net asset value of $100,000 to WisdomTree Investments, Inc.
("WTI").

The Trust currently intends to offer the following twenty (20) initial funds
(each a "Fund"):

WisdomTree Total Dividend Fund
WisdomTree High-Yielding Equity Fund
WisdomTree Dividend Top 100 Fund
WisdomTree LargeCap Dividend Fund
WisdomTree MidCap Dividend Fund
WisdomTree SmallCap Dividend Fund
WisdomTree 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 SmallCap Dividend Fund
WisdomTree Japan Total Dividend Fund
WisdomTree Japan High-Yielding Equity Fund
WisdomTree Pacific ex-Japan Total Dividend Fund
WisdomTree Pacific ex-Japan High-Yielding Equity Fund
WisdomTree International Dividend Top 100 Fund
WisdomTree International LargeCap Fund
WisdomTree International MidCap Fund
WisdomTree International SmallCap Fund

NOTE 2: Significant Accounting Policies

Use of Estimates - The preparation of this financial statement in conformity
with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of this financial statement. Actual results could differ
from those estimates.

Federal Income Taxes - The Fund intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code. If so qualified, the
Fund will not be subject to federal income tax to the extent it distributes
substantially all of its net investment income and capital gains to
shareholders.

NOTE 3: Investment Advisory and Other Agreements

WisdomTree Asset Management, Inc. ("WTA") has overall responsibility for the
general management and administration of the Trust. WTA provides an investment
program for each Fund and also arranges for sub-advisory, transfer agency,
custody, fund administration and all other non-distribution related services
necessary for the Funds to operate. For its services to the WisdomTree Total
Dividend Fund, WTA will receive an annual Management Fee of 0.28% of the Fund's
average daily net assets.

Under the Investment Advisory Agreement, WTI agrees to pay all expenses of the
Fund ("Covered Expenses"), except compensation and expenses of the Independent
Trustees of the Fund, counsel to the Independent Trustees and the Trust's chief
compliance officer, interest expense and taxes, brokerage expenses, and other
expenses connected with the execution of portfolio transactions, any
distribution fees or expenses, legal fees or expenses and extraordinary
expenses.

BNY Investment Advisors ("BNYIA"), a separately identifiable division of The
Bank of New York, a New York state banking corporation having its principal
office and place of business at 1633 Broadway, 13th floor, New York, New York
10019, serves as the sub-adviser for the Fund (the "Sub-Adviser"). BNYIA manages
each Fund's portfolio

investments in a manner designed to track the Fund's underlying index and places
orders to buy and sell the Fund's portfolio investments. BNYIA receives a fee
that is a percentage of the Fund's average daily net assets. This fee is a
Covered Expense as defined above.

The Bank of New York ("BNY") serves as Administrator, Custodian and Transfer
Agent for the Fund. As compensation for its services, BNY receives a fee that is
a percentage of the Fund's average daily net assets. This fee is a Covered
Expense as defined above.

ALPS Distributors, Inc. ("ALPS") serves as the Fund's principal underwriter and
Distributor of the shares of the Fund, pursuant to a Distribution Agreement.

The Fund licenses its underlying index and related trademarks from WTI pursuant
to a no-fee license.

Expenses related to the initial organization, registration and offering of the
Fund will be borne by WTI.

NOTE 4: Additional Information (unaudited)

The twenty (20) initial Funds identified above began trading on the New York
Stock Exchange ("NYSE") on June 16, 2006. The Trust intends to offer ten (10)
additional international sector funds. These funds are expected to be made
available to the public and to begin trading on the NYSE on or about October 13,
2006. These additional international sector funds are: