[LOGO] PROSPECTUS
WISDOMTREE
April 15, 2008
as revised on
June 23, 2008
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Currency Income Funds
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WisdomTree(R) Trust
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WisdomTree U.S. Current Income Fund
WisdomTree Dreyfus Brazilian Real Fund
WisdomTree Dreyfus Chinese Yuan Fund
WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund
WisdomTree Dreyfus Japanese Yen Fund
WisdomTree Dreyfus New Zealand Dollar Fund
WisdomTree Dreyfus South African Rand Fund
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THE SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
WisdomTree Trust
WisdomTree Trust (the "Trust") is a registered investment company that consists
of separate investment portfolios called "Funds." This Prospectus describes
eight Funds: the U.S. Current Income Fund and seven International Currency
Income Funds. Each Fund is actively managed.
Each Fund is an "exchange traded fund." This means that shares of the Funds are
listed on a national securities exchange, such as NYSE Arca, and trade at market
prices. The market price for a Fund's shares may be different from its net asset
value per share ("NAV"). Each Fund has its own CUSIP number and exchange trading
symbol.
Each Fund described in this Prospectus issues and redeems shares at NAV only in
large blocks of shares, typically 100,000 shares or more ("Creation Units").
These transactions are usually in exchange for a basket of securities or a
designated 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.
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A NOTE TO RETAIL INVESTORS
Shares can be purchased directly from the issuing Fund only in exchange for a
basket of securities that is expected to be worth several million dollars. Most
individual investors, therefore, will not be able to purchase shares directly
from a Fund. Instead, these investors will purchase shares in the secondary
market through a brokerage account or with the assistance of a broker. Thus,
some of the information contained in this Prospectus - such as information about
purchasing and redeeming shares from a Fund and references to transaction fees
imposed on purchases and redemptions - is not relevant to most individual
investors. Shares purchased or sold through a brokerage account or with the
assistance of a broker may be subject to brokerage commissions and charges.
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INVESTMENT PRODUCTS: o ARE NOT FDIC INSURED o MAY LOSE VALUE
o ARE NOT BANK GUARANTEED
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ALTHOUGH EACH FUND INVESTS IN VERY SHORT-TERM, INVESTMENT-GRADE SECURITIES, THE
FUNDS ARE NOT "MONEY MARKET FUNDS" AND IT IS NOT AN OBJECTIVE OF THE FUNDS TO
MAINTAIN A CONSTANT SHARE PRICE AS WOULD BE THE CASE FOR A TYPICAL MONEY MARKET
FUND.
WisdomTree Trust
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Table of Contents
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Overview 2
Investment Objective and Strategies 2
Principal Risk Factors Common to
All Funds 3
Principal Risk Factors Common to the
International Currency Income Funds 5
WisdomTree Currency
Income Funds 8
WisdomTree U.S. Current Income Fund 8
WisdomTree Dreyfus Brazilian Real Fund 10
WisdomTree Dreyfus Chinese Yuan Fund 13
WisdomTree Dreyfus Euro Fund 16
WisdomTree Dreyfus Indian Rupee Fund 18
WisdomTree Dreyfus Japanese Yen Fund 21
WisdomTree Dreyfus New Zealand
Dollar Fund 23
WisdomTree Dreyfus South African
Rand Fund 26
Management 29
Investment Adviser 29
Sub-Adviser 29
Portfolio Managers 30
Portfolio Holdings Information 30
Administrator, Custodian and
Transfer Agent 30
Shareholder Information 31
Buying and Selling Shares 31
Share Trading Prices 31
Determination of Net Asset Value 31
Dividends and Distributions 32
Book Entry 32
Delivery of Shareholder Documents -
Householding 32
Frequent Purchases and Redemptions
of Fund Shares 32
Investments by Registered Investment
Companies 33
Taxes 33
Taxes on Distributions 33
Taxes When Fund Shares are Sold 34
Taxes on Creation and Redemption of
Creation Units 34
Foreign Investments by the International
Currency Income Funds 34
Creation and Redemption 35
Authorized Participants and the
Continuous Offering of Shares 35
Creation and Redemption Transaction
Fees for Creation Units 35
Distribution 36
Additional Notices 36
Financial Highlights 36
WisdomTree Trust Prospectus 1
Overview
This Prospectus provides the information you need to make an informed decision
about investing in the Funds.* It contains important facts about the Trust as a
whole and each Fund in particular.
Each Fund is an exchange-traded fund ("ETF"). Like all ETFs, shares of each Fund
are listed on a stock exchange and traded like equity securities at market
prices. ETFs, such as the Funds, allow you to buy or sell shares that represent
the collective performance of a selected group of securities. ETFs are designed
to add the flexibility, ease and liquidity of stock-trading to the benefits of
traditional fund investing.
WisdomTree Asset Management, Inc. ("WisdomTree Asset Management") is the
investment adviser to each Fund. WisdomTree Investments, Inc. ("WisdomTree
Investments") is the parent company of WisdomTree Asset Management.
Investment Objective and Strategies
This Prospectus describes eight Funds: the WisdomTree U.S. Current Income Fund
(the "U.S. Current Income Fund") and the WisdomTree Dreyfus Brazilian Real Fund,
WisdomTree Dreyfus Chinese Yuan Fund, WisdomTree Dreyfus Euro Fund, WisdomTree
Dreyfus Indian Rupee Fund, WisdomTree Dreyfus Japanese Yen Fund, WisdomTree
Dreyfus New Zealand Dollar Fund and the WisdomTree Dreyfus South African Rand
Fund (the "International Currency Income Funds"). Each Fund is an actively
managed ETF.
The U.S. Current Income Fund may be appropriate for investors seeking:
o Exposure to U.S. money market securities and money market yields.
o The benefits of daily transparency and intra-day tradability provided by
the ETF structure.
The U.S. Current Income Fund seeks to earn current income while preserving
capital and maintaining liquidity by investing primarily in very short term,
investment grade money market securities denominated in U.S. dollars. The U.S.
Current Income Fund intends to invest in a combination of short-term securities
issued by the U.S. government, its agencies or instrumentalities, bank debt
obligations and term deposits, bankers' acceptances, commercial paper,
short-term corporate debt obligations, mortgage-backed and asset-backed
securities, and repurchase agreements. In order to reduce interest rate risk,
the U.S. Current Income Fund expects to maintain an average portfolio maturity
of 90 days or less, though this may change from time to time. The "average
portfolio maturity" of a Fund is the average of all the current maturities of
the individual securities in the Fund's portfolio. Average portfolio maturity is
important to investors as an indication of the Fund's sensitivity to changes in
interest rates. Funds with longer portfolio maturities generally are subject to
greater interest rate risk. All money market securities acquired by the U.S.
Current Income Fund will be rated in the upper two short-term ratings by at
least two nationally recognized statistical rating organizations ("NSROs") or if
unrated, deemed to be of equivalent quality. Any security originally issued as a
long term obligation will be rated A or higher at the time of purchase by at
least two NSROs or if unrated, deemed to be of equivalent quality.
As a matter of general policy, the U.S. Current Income Fund will invest, under
normal circumstances, at least 80% of its net assets in investments that are
suggested by the Fund's name. If, subsequent to an investment, the 80%
requirement is no longer met, the 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 the Fund.
The International Currency Income Funds may be appropriate for investors
seeking:
o Exposure to non-U.S. currencies and money market yields.
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* "WisdomTree" is a registered mark of WisdomTree Investments and has been
licensed for use by the Trust. "Dreyfus" is a registered mark of The
Dreyfus Corporation and has been licensed for use by the Trust.
2 WisdomTree Trust Prospectus
o The benefits of daily transparency and intra-day tradability provided by
the ETF structure.
Each of the Euro Fund and Japanese Yen Fund seeks (i) to earn current income
reflective of money market rates available to foreign investors in the specified
country or region and (ii) to maintain liquidity and preserve capital measured
in the currency of the specified country or region. Each of these Funds intends
to invest primarily in very short term, investment grade money market securities
denominated in the non-U.S. currency specified in its name. Eligible investments
include short-term securities issued by non-U.S. governments, agencies or
instrumentalities, bank debt obligations and time deposits, bankers'
acceptances, commercial paper, short-term corporate debt obligations,
mortgage-backed and asset-backed securities.
Each of the Brazilian Real Fund, Chinese Yuan Fund, Indian Rupee Fund, New
Zealand Dollar Fund and South African Rand Fund seeks (i) to earn current income
reflective of money market rates available to foreign investors in the specified
country or region, and (ii) to provide exposure to changes in the value of a
designated non-U.S. currency relative to the U.S. dollar. Because the market for
money market instruments in these countries generally is less liquid and
accessible to foreign investors than corresponding markets in more developed
economies, each of these Funds intends to achieve exposure to the non-U.S.
market designated by its name by investing primarily in short term U.S. money
market securities and forward currency contracts and swaps. The combination of
U.S. money market securities with forward currency contracts and currency swaps
is designed to create a position economically similar to a money market
instrument denominated in a non-U.S. currency. A forward currency contract is an
agreement to buy or sell a specific currency at a future date at a price set at
the time of the contract. A currency swap is an agreement between two parties to
exchange one currency for another at a future rate.
In order to reduce interest rate risk, each International Currency Income Fund
generally expects to maintain an average portfolio maturity of 90 days or less,
though this may change from time to time. The "average portfolio maturity" of a
Fund is the average of all the current maturities of the individual securities
in the Fund's portfolio. Average portfolio maturity is important to investors as
an indication of the Fund's sensitivity to changes in interest rates. Funds with
longer portfolio maturities generally are subject to greater interest rate risk.
All money market securities acquired by the International Currency Income Funds
will be rated in the upper two short-term ratings by at least two NSROs or if
unrated, deemed to be of equivalent quality.
As a matter of general policy, each International Currency Income Fund will
invest, under normal circumstances, at least 80% of its net assets in
investments that are tied economically to the particular country or geographic
region suggested by the Fund's name. If, subsequent to an investment, the 80%
requirement is no longer met, the 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 the Fund.
Principal Risk Factors Common to All Funds
Each Fund is subject to the principal risks described below. Additional risks
applicable to the International Currency Income Funds are described in the
following section. Specific additional risks associated with certain Funds are
discussed in the section describing that Fund. Each of these risk factors may
adversely affect a Fund's value, performance and trading price.
Interest Rate Risk
The value of money market securities, and therefore the value of an investment
in a Fund, may change in response to changes in interest rates. Generally, if
U.S. interest rates rise, then the value of a U.S. money market security is
expected to decrease. Similarly, if non-U.S. interest rates rise, the value of a
money market security denominated in that non-U.S. currency would also be
expected to decrease. In general, securities with longer maturities are more
vulnerable to interest rate changes. The
WisdomTree Trust Prospectus 3
"average portfolio maturity" of a Fund is the average of all the current
maturities of the individual securities in the Fund's portfolio. Average
portfolio maturity is important to investors as an indication of the Fund's
sensitivity to changes in interest rates. Funds with longer portfolio maturities
generally are subject to greater interest rate risk.
Low Interest Rate Risk
Financial crisis, recession, and deflation could contribute to declines in a
country's (or region's ) short-term interest rates to levels where the interest
earned by a Fund's investments becomes insufficient to cover the expenses of the
Fund. In these circumstances, a Fund may need to use available cash or sell
securities out of the Fund to compensate for this shortfall. This action, if it
occurs, could cause a decline in the NAV of the Fund and could have negative tax
consequences.
Market Risk
The price of money market securities, and therefore the value of an investment
in a Fund, may fluctuate in response to a variety of general market factors.
These factors include economic, market and political developments that affect
specific market segments and the market as a whole. Each Fund's NAV and market
price, like money market securities prices generally, may fluctuate within a
wide range in response to these factors. As a result, an investor in a Fund
could lose money over short or even long periods.
Credit Risk
The financial condition of an issuer of a money market security may cause it to
default or become unable to pay interest or principal due on the security. A
Fund cannot collect interest and principal payments on a money market security
if the issuer defaults. The degree of risk for a particular money market
security may be reflected in its credit rating. Generally, investment risk and
price volatility increase as the credit rating of a money market security
declines. Accordingly, the value of an investment in a Fund may change in
response to issuer defaults and changes in the credit ratings of the Fund's
portfolio securities.
Financial Sector Risk
The Funds will invest a relatively large percentage of their assets (i.e.,
"concentrate") in debt obligations and other securities of issuers in the
financial sector and therefore the performance of the Funds will be impacted by
events affecting the financial sector. This sector can be significantly affected
by changes in interest rates, the rate of corporate and consumer debt defaulted,
price competition, and the availability and cost of capital funds.
Cash Redemption Risk
Unlike most ETFs, the Funds generally do not make in-kind redemptions because of
the nature of the Funds' underlying investments. The Funds may be required to
sell portfolio securities in order to obtain the cash needed to distribute
redemption proceeds in U.S. dollars or a non-U.S. currency. This may cause a
Fund to recognize a capital gain that might not have been incurred if the Fund
had made a redemption in-kind and may decrease the tax efficiency of a Fund
compared to ETFs that use the in-kind redemption process.
Management Risk
Each Fund is actively managed using proprietary investment strategies,
techniques and processes. There can be no guarantee that these strategies,
techniques and processes will produce the desired results.
4 WisdomTree Trust Prospectus
Market Trading Risk
Although Fund shares are listed on national securities exchanges, there can be
no assurance that an active trading market for Fund shares will develop or be
maintained. If an active market is not maintained, Fund shares may trade at
market prices that vary significantly from NAV and investors may find it
difficult to buy or sell Fund shares.
Diversification Risk
Although each Fund intends to invest in a variety of securities and instruments,
each International Currency Income Fund will be considered "non-diversified" as
such term is defined by the 1940 Act. A "non-diversified" classification means
that a Fund has greater latitude than a diversified fund to invest in a single
issuer or a smaller number of issuers. Therefore, each International Currency
Income 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. This could increase the volatility of an investment in a
Fund.
Tax Risk
To qualify for the favorable U.S. federal income tax treatment generally
accorded to regulated investment companies, a Fund must, among other things,
derive in each taxable year at least 90% of its gross income from certain
prescribed sources. The U.S. Treasury Department has authority to issue
regulations that would exclude foreign currency gains from qualifying income if
such gains are not directly related to a fund's business of investing in stock
or securities. Accordingly, regulations may be issued in the future that could
treat some or all of a Fund's non-U.S. currency gains as non-qualifying income,
thereby jeopardizing the Fund's status as a regulated investment company for all
years to which the regulations are applicable. If for any taxable year a Fund
does not qualify as a regulated investment company, all of its taxable income
(including its net capital gain) for that year would be subject to tax at
regular corporate rates without any deduction for distributions to shareholders,
and such distributions would be taxable to shareholders as dividend income to
the extent of the Fund's current and accumulated earnings and profits.
Shares of the Funds May Trade at Prices Other Than NAV
As with all ETFs, Fund shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of the shares of
each Fund will approximate the respective Fund's NAV, there may be times when
the market price and the NAV vary significantly. Thus, you may pay more than NAV
when you buy shares of a Fund in the secondary market, and you may receive less
than NAV when you sell those shares in the secondary market. The market price of
Fund shares during the trading day, like the price of any exchange-traded
security, includes a "bid/ask" spread charged by the exchange specialist, market
makers or other participants that trade the Fund shares. The bid/ask spread on
ETF shares is likely to be larger on ETFs that are traded less frequently. In
addition, in times of severe market disruption, the bid/ask spread can increase
significantly. At those times, Fund shares are most likely to be traded at a
discount to NAV, and the discount is likely to be greatest when the price of
shares is falling fastest, which may be the time that you most want to sell your
shares. WisdomTree Asset Management believes that, under normal market
conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.
Lack of Governmental Insurance or Guarantee
An investment in a Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
WisdomTree Trust Prospectus 5
Principal Risk Factors Common to the International Currency Income Funds
Derivative Investment Risk
Each International Currency Income Fund may invest in derivatives. Derivatives
are financial instruments that derive their performance from an underlying
asset, index, interest rate or currency exchange rate, such as forward currency
contracts and swaps. Each International Currency Income Fund may invest in
derivatives as a substitute for taking a position in the underlying asset, in an
attempt to create a position economically similar to a direct investment. The
International Currency Income Funds may invest in forward currency contracts,
non-deliverable forward currency contracts and swaps. A forward currency
contract is an agreement to buy or sell a specific currency at a future date at
a price set at the time of the contract. Non-deliverable forward currency
contracts are contracts where there is no physical settlement of two currencies
at maturity. Rather, based on the movement of the currencies, a net cash
settlement will be made by one party to the other. A currency swap is an
agreement between two parties to exchange one currency for another at a future
rate. The combination of U.S. money market securities with forward currency
contracts and swaps is designed to create a position economically similar to a
money market security denominated in the specified non-U.S. currency.
Derivatives are subject to a number of risks described elsewhere in this
section, such as interest rate risk, market risk, capacity risk, credit risk and
management risk. They also involve the risk that changes in the value of the
derivative may not correlate perfectly with the underlying asset, rate or index,
or that the counterparty to a derivative contract might default on its
obligations. Derivatives can be volatile and may be less liquid than other
securities. A small investment in a derivative could have a relatively large
positive or negative impact on the performance of a Fund, potentially resulting
in losses to Fund shareholders.
Capacity Risk
Each International Currency Income Fund may invest in derivative instruments as
a substitute for taking a position in an underlying asset in an attempt to
create a position economically similar to a direct investment. Each Fund which
attempts to use derivatives may experience the risk that the market for
derivative instruments used to achieve such exposure has limited liquidity or
volume. This may be due to foreign government restrictions or regulations on
such use of derivative instruments, or because the Fund may be unable to obtain
a sufficient amount of derivative instruments necessary to create the required
exposure. This could have a negative effect on a Fund's ability to achieve its
investment objective.
Foreign Currency Risk
Each International Currency Income Fund invests a significant portion of its
assets in investments denominated in non-U.S. currencies, or in securities that
provide exposure to such currencies, currency exchange rates or interest rates
denominated in such currencies. Changes in currency exchange rates and the
relative value of non-U.S. currencies will affect the value of a Fund's
investment and the value of your Fund shares. Because each International
Currency Income Fund's NAV is determined on the basis of U.S. dollars, the U.S.
dollar value of your investment in a Fund may go down if the value of the local
currency of the non-U.S. markets in which the Fund invests depreciates against
the U.S. dollar. This is true even if the local currency value of securities in
the Fund's holdings goes up. Conversely, the dollar value of your investment in
a Fund may go up if the value of the local currency appreciates against the U.S.
dollar.
The value of the U.S. dollar measured against other currencies is influenced by
a variety of factors. These factors include: national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign
interest and inflation rates, global or regional political, economic or
financial events, monetary policies of governments, actual or potential
government intervention, and global energy prices. Political instability, the
possibility of government intervention and restrictive or opaque business and
investment policies may also reduce the value of a country's currency.
Government monetary policies and the buying or selling of currency by a
country's government may also influence exchange rates.
6 WisdomTree Trust Prospectus
Foreign Securities Risk
Each International Currency Income Fund invests a significant portion of its
assets in non-U.S. securities and instruments, or in securities that provide
exposure to such securities and instruments. Investments in such securities and
instruments can involve additional risks relating to political, economic, or
regulatory conditions not associated with investments in U.S. securities and
instruments. In addition to fluctuations in foreign currency exchange rates,
these risks include trading, settlement, custodial, and other operational risks,
and, in some cases, less stringent investor protection and disclosure standards.
Non-U.S. markets may also impose additional withholding and other taxes. Since
non-U.S. markets may be open on days when U.S. markets are closed, the value of
the securities in a Fund's portfolio may change on days when shareholders will
not be able to purchase or sell the Fund's shares. Each of these factors can
increase the volatility of an investment in Fund shares and have a negative
effect on the value of Fund shares.
Geographic Concentration Risk
Each International Currency Income Fund invests a significant portion of its
assets in the securities of issuers organized in one or more non-U.S.
jurisdictions, or in securities that provide exposure to such issuers. As such,
each International Currency Income Fund is likely to be impacted by economic
conditions or events affecting the particular market or markets reflected by its
name. Specific risks applicable to certain Funds are described in more detail in
the section herein describing such Fund.
WisdomTree Trust Prospectus 7
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WisdomTree U.S. Current Income Fund
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o WisdomTree U.S. Current Income Fund
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WisdomTree U.S. Current Income Fund
Fund Facts
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Cusip Number:
o 97717W273
Exchange Trading Symbol:
o USY
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WisdomTree U.S. Current Income Fund
Investment Objective
The Fund seeks to earn current income while preserving capital and maintaining
liquidity by investing primarily in very short term, high-quality money market
securities denominated in U.S. dollars. Since the Fund's investment objective
has been adopted as a non-fundamental investment policy, the Fund's investment
objective may be changed without a vote of shareholders.
Primary Investment Strategies
The Fund seeks to achieve this objective by investing in a portfolio of liquid
money market securities. The Fund intends to maintain an average portfolio
maturity of 90 days or less and will not purchase any money market security with
a remaining maturity of more than 397 calendar days. All money market securities
acquired by the Fund will be rated in the upper two short-term ratings by at
least two nationally recognized statistical rating organizations or if unrated,
deemed to be of equivalent quality.
The Fund plans to use the annualized rate of return on the London Interbank Bid
Rate ("LIBID") for one month U.S. dollar deposits (net of expenses) as a
performance benchmark to guide its investment policy.
The Fund intends to invest primarily in money market securities denominated in
U.S. dollars. Eligible investments include commercial paper, time deposits and
certificates of deposit, asset-backed securities, government bills, government
notes, corporate notes and repurchase agreements. The restrictions placed upon
the quality and the maturities of eligible investments and the portfolio in
aggregate will be the principal factors contributing to the Fund's ability to
preserve capital and liquidity while pursuing its investment objective.
Primary Investment Risks
For information about the risks of investing in the Fund see the section herein
entitled "Principal Risk Factors Common to All Funds."
Performance Information
No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year a risk/return chart and table will be provided. Any past performance of the
Fund that will be shown will not be an indication of future results.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.
8 WisdomTree Trust Prospectus
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Shareholder Fees None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
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Annual Fund Operating Expenses (expenses deducted from Fund assets)
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Management Fees 0.25%
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Distribution and/or Service (12b-1) Fees None
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Other Expenses(a) 0.00%
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Total Annual Fund Operating Expenses 0.25%
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(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:
=============================================================================================
1 Year 3 Years
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$26 $80
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You would pay the following expenses if you did not redeem your shares:
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1 Year 3 Years
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$26 $80
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WisdomTree Trust Prospectus 9
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WisdomTree Currency Income Funds
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o WisdomTree Dreyfus Brazilian Real Fund
o WisdomTree Dreyfus Chinese Yuan Fund
o WisdomTree Dreyfus Euro Fund
o WisdomTree Dreyfus Indian Rupee Fund
o WisdomTree Dreyfus Japanese Yen Fund
o WisdomTree Dreyfus New Zealand Dollar Fund
o WisdomTree Dreyfus South African Rand Fund
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WisdomTree Dreyfus Brazilian Real Fund
Fund Facts
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Cusip Number:
o 97717W240
Exchange Trading Symbol:
o BZF
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WisdomTree Dreyfus Brazilian Real Fund
Investment Objective
The Fund seeks to earn current income reflective of money market rates in Brazil
available to foreign investors and to provide exposure to changes in the value
of the Brazilian Real relative to the U.S. dollar. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.
Primary Investment Strategies
The Fund seeks to achieve its investment objective by investing in short term
securities and instruments designed to provide exposure to Brazilian currency
and money market rates.
Because the market for money market securities in Brazil generally is less
liquid and accessible to foreign investors than corresponding markets in more
developed economies, the Fund intends to achieve exposure to Brazilian currency
markets by investing primarily in short term U.S. money market securities and
forward currency contracts and swaps. The combination of U.S. money market
securities with forward currency contracts and currency swaps is designed to
create a position economically similar to a money market security denominated in
Brazilian Real. A forward currency contract is an agreement to buy or sell a
specific currency at a future date at a price set at the time of the contract. A
currency swap is an agreement between two parties to exchange one currency for
another at a future rate.
In order to attempt to reduce interest rate risk, the Fund generally will
maintain a weighted average portfolio maturity of 90 days or less and will not
purchase any security with a remaining maturity of more than 397 calendar days.
All U.S. money market securities acquired by the Fund will be rated in the upper
two short-term ratings by at least two nationally recognized statistical rating
organizations or if unrated, deemed to be of equivalent quality. The Fund does
not seek to preserve capital in U.S. dollars.
The decision to secure exposure directly or indirectly will be a function of,
among other things, market accessibility, credit exposure, and tax ramifications
for foreign investors. If the Fund pursues direct investment, eligible
investments include short-term securities issued by the Brazilian government and
its agencies or instrumentalities, bank debt obligations and time deposits,
bankers' acceptances, commercial paper, short-term corporate debt obligations,
mortgage-backed securities and asset-backed securities.
Primary Investment Risks
For information about the risks of investing in the Fund see the sections herein
entitled "Principal Risk Factors Common to All Funds" and "Principal Risk
Factors Common to the International Currency Income Funds." In addition to these
risk factors, the Fund is subject to the following potential risks. As with all
potential risks, this could decrease the value of your Fund investment.
10 WisdomTree Trust Prospectus
o Developing Market Risk. Investments in securities and instruments traded
in developing or emerging markets, or that provide exposure to such
securities or markets, can involve additional risks relating to political,
economic, or regulatory conditions not associated with investments in U.S.
securities and instruments. For example, developing and emerging markets
may be subject to (i) greater market volatility, (ii) lower trading volume
and liquidity, (iii) greater social, political and economic uncertainty,
(iv) governmental controls on foreign investments and limitations on
repatriation of invested capital, (v) lower disclosure, corporate
governance, auditing and financial reporting standards, and (vi) fewer
protections of property rights. Issuers in developing markets may present
greater credit risks than issuers in more developed markets because of,
among other reasons, lower disclosure standards and the potentially
greater cost and difficulty of obtaining and enforcing legal judgments.
o Offshore Investor Risk. The opportunity for foreign investors to access
certain markets in Brazil can be limited due to a variety of factors
including government regulations, adverse tax treatment, and currency
convertibility issues. These limitations and restrictions may impact the
availability, liquidity and pricing of securities designed to provide
offshore investors with exposure to Brazilian markets. As a result,
returns achieved by foreign investors could differ from those available to
domestic investors in Brazil.
o Geographic Concentration in Brazil. Because the Fund concentrates its
investments in Brazil, the Fund's performance is expected to be closely
tied to social, political, and economic conditions within Brazil and to be
more volatile than the performance of more geographically diversified
funds. The Brazilian market can be more volatile than the U.S. market due
to increased risks of adverse issuer, political, regulatory, market, or
economic developments and can perform differently from the U.S. market.
The Brazilian market can be subject to greater social, economic,
regulatory, and political uncertainties and can be extremely volatile.
Performance Information
No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year a risk/return chart and table will be provided. Any past performance of the
Fund that will be shown will not be an indication of future results.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.
==========================================================================================================
Shareholder Fees None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
----------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
----------------------------------------------------------------------------------------------------------
Management Fees 0.45%
----------------------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
----------------------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
----------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.45%
==========================================================================================================
(a) "Other Expenses" are based on estimated amounts for the current fiscal
year.
WisdomTree Trust Prospectus 11
The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:
=====================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------
$46 $144
=====================================================================================================
You would pay the following expenses if you did not redeem your shares:
=====================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------
$46 $144
=====================================================================================================
12 WisdomTree Trust Prospectus
--------------------------------
WisdomTree Currency Income Funds
--------------------------------
o WisdomTree Dreyfus Brazilian Real Fund
o WisdomTree Dreyfus Chinese Yuan Fund
o WisdomTree Dreyfus Euro Fund
o WisdomTree Dreyfus Indian Rupee Fund
o WisdomTree Dreyfus Japanese Yen Fund
o WisdomTree Dreyfus New Zealand Dollar Fund
o WisdomTree Dreyfus South African Rand Fund
--------------------------------------------------------------------------------
WisdomTree Dreyfus Chinese Yuan Fund
Fund Facts
--------------------------------------------------------------------------------
Cusip Number:
o 97717W182
Exchange Trading Symbol:
o CYB
--------------------------------------------------------------------------------
WisdomTree Dreyfus Chinese Yuan Fund
Investment Objective
The Fund seeks to earn current income reflective of money market rates in China
available to foreign investors and to provide exposure to changes in the value
of the Chinese Yuan relative to the U.S. dollar. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.
Primary Investment Strategies
The Fund seeks to achieve its investment objective by investing in short term
securities and instruments designed to provide exposure to Chinese currency and
money market rates.
Because the market for money market securities in China generally is less liquid
and accessible to foreign investors than corresponding markets in more developed
economies, the Fund intends to achieve exposure to currency markets in China by
investing primarily in short term U.S. money market securities and forward
currency contracts and swaps. The combination of U.S. money market securities
with forward currency contracts and currency swaps is designed to create a
position economically similar to a money market security denominated in Chinese
Yuan. A forward currency contract is an agreement to buy or sell a specific
currency at a future date at a price set at the time of the contract. A currency
swap is an agreement between two parties to exchange one currency for another at
a future rate.
In order to attempt to reduce interest rate risk, the Fund generally will
maintain a weighted average portfolio maturity of 90 days or less and will not
purchase any security with a remaining maturity of more than 397 calendar days.
All U.S. money market securities acquired by the Fund will be rated in the upper
two short-term ratings by at least two nationally recognized statistical rating
organizations or if unrated, deemed to be of equivalent quality. The Fund does
not seek to preserve capital in U.S. dollars.
The decision to secure exposure directly or indirectly will be a function of,
among other things, market accessibility, credit exposure, and tax ramifications
for foreign investors. If the Fund pursues direct investment, eligible
investments include short-term securities issued by the government of China and
its agencies or instrumentalities, bank debt obligations and time deposits,
bankers' acceptances, commercial paper, short-term corporate debt obligations,
mortgage-backed securities, asset-backed securities.
Primary Investment Risks
For information about the risks of investing in the Fund see the sections herein
entitled "Principal Risk Factors Common to All Funds" and "Principal Risk
Factors Common to the International Currency Income Funds." In addition to these
risk factors, the Fund is subject to the following potential risks. As with all
potential risks, this could decrease the value of your Fund investment.
WisdomTree Trust Prospectus 13
o Developing Market Risk. Investments in securities and instruments traded
in developing or emerging markets, or that provide exposure to such
securities or markets, can involve additional risks relating to political,
economic, or regulatory conditions not associated with investments in U.S.
securities and instruments. For example, developing and emerging markets
may be subject to (i) greater market volatility, (ii) lower trading volume
and liquidity, (iii) greater social, political and economic uncertainty,
(iv) governmental controls on foreign investments and limitations on
repatriation of invested capital, (v) lower disclosure, corporate
governance, auditing and financial reporting standards, and (vi) fewer
protections of property rights. Issuers in developing markets may present
greater credit risks than issuers in more developed markets because of,
among other reasons, lower disclosure standards and the potentially
greater cost and difficulty of obtaining and enforcing legal judgments.
o Offshore Investor Risk. In addition to the general risks associated with
investing in non-U.S. currencies and non-U.S. currency markets, there are
special risks associated with investing in Chinese Yuan or securities
designed to provide exposure to Chinese Yuan. The government of China
maintains strict currency controls in support of economic, trade and
political objectives and regularly intervenes in the currency market. The
government's actions in this respect may not be transparent or
predictable. As a result, the value of the Yuan, and the value of
securities designed to provide exposure to the Yuan, can change quickly
and arbitrarily. Furthermore, it is difficult for foreign investors to
directly access money market securities in China because of investment and
trading restrictions. These limitations and restrictions may impact the
availability, liquidity, and pricing of securities designed to provide
offshore investors with exposure to Chinese markets. As a result, returns
achieved by foreign investors could differ from those available to
domestic investors in China.
o Geographic Concentration in China. Because the Fund concentrates its
investments in China, the Fund's performance is expected to be closely
tied to social, political, and economic conditions within China and to be
more volatile than the performance of more geographically diversified
funds. The Chinese market can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market, or
economic developments and can perform differently from the U.S. market.
Chinese markets can be subject to greater social, economic, regulatory,
and political uncertainties and can be extremely volatile.
Performance Information
No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year a risk/return chart and table will be provided. Any past performance of the
Fund that will be shown will not be an indication of future results.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.
==========================================================================================================
Shareholder Fees None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
----------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
----------------------------------------------------------------------------------------------------------
Management Fees 0.45%
----------------------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
----------------------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
----------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.45%
==========================================================================================================
(a) "Other Expenses" are based on estimated amounts for the current fiscal
year.
14 WisdomTree Trust Prospectus
The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:
==========================================================================================================
1 Year 3 Years
----------------------------------------------------------------------------------------------------------
$46 $144
==========================================================================================================
You would pay the following expenses if you did not redeem your shares:
==========================================================================================================
1 Year 3 Years
----------------------------------------------------------------------------------------------------------
$46 $144
==========================================================================================================
WisdomTree Trust Prospectus 15
--------------------------------
WisdomTree Currency Income Funds
--------------------------------
o WisdomTree Dreyfus Brazilian Real Fund
o WisdomTree Dreyfus Chinese Yuan Fund
o WisdomTree Dreyfus Euro Fund
o WisdomTree Dreyfus Indian Rupee Fund
o WisdomTree Dreyfus Japanese Yen Fund
o WisdomTree Dreyfus New Zealand Dollar Fund
o WisdomTree Dreyfus South African Rand Fund
--------------------------------------------------------------------------------
WisdomTree Dreyfus Euro Fund
Fund Facts
--------------------------------------------------------------------------------
Cusip Number:
o 97717W174
Exchange Trading Symbol:
o EU
--------------------------------------------------------------------------------
WisdomTree Dreyfus Euro Fund
Investment Objective
The Fund seeks to earn current income reflective of money market rates within
the European Union available to foreign investors. The Fund also seeks to
maintain liquidity and preserve capital measured in Euros. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.
Primary Investment Strategies
The Fund intends to invest primarily in very short term, investment grade money
market securities denominated in Euros. In order to attempt to reduce interest
rate risk, the Fund generally will maintain a weighted average portfolio
maturity of 60 days or less and will not purchase any security with a remaining
maturity of more than 397 calendar days. All money market securities acquired by
the Fund will be rated in the upper two short-term ratings by at least two
nationally recognized statistical rating organizations or if unrated, deemed to
be of equivalent quality.
The Fund plans to use the annualized rate on the London Interbank Bid Rate
("LIBID") for 1-month Euro deposits (net of expenses) as a portfolio benchmark
to guide its investment policy. The restrictions placed upon the quality and the
maturities of eligible investments and the portfolio in the aggregate will be
the principal factors contributing to the Fund's ability to preserve capital
(measured in Euros) and liquidity while pursuing its investment objective. The
Fund does not seek to preserve capital in U.S. dollars.
Eligible investments include short-term securities issued by European
governments and their agencies or instrumentalities that are denominated in
Euros, bank debt obligations and time deposits, bankers' acceptances, commercial
paper, short-term corporate debt obligations, mortgage-backed and asset-backed
securities. While the Fund does not intend to do so, it reserves the right to
pursue its objectives by investing a portion of its assets in U.S. dollar money
market securities and derivative investments, such as forward currency contracts
and swaps, if this strategy is deemed to be in the best interest of the Fund.
The combination of U.S. money market securities with forward currency contracts
and currency swaps is designed to create a position economically similar to a
money market security denominated in Euros. In addition, the Fund may invest a
relatively smaller portion of its assets in U.S. money market securities,
principally U.S. Treasury obligations, with a remaining maturity consistent with
the Fund's next anticipated dividend payment date.
16 WisdomTree Trust Prospectus
Primary Investment Risks
For information about the risks of investing in the Fund see the sections herein
entitled "Principal Risk Factors Common to All Funds" and "Principal Risk
Factors Common to the International Currency Income Funds." In addition to these
risk factors, Fund is subject to the following potential risk. As with all
potential risks, this could decrease the value of your Fund investment.
o Geographic Concentration in Europe. Because the Fund concentrates its
investments in Europe, the Fund's performance is expected to be closely
tied to social, political, and economic conditions within Europe and to be
more volatile than the performance of more geographically diversified
funds.
Performance Information
No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year a risk/return chart and table will be provided. Any past performance of the
Fund that will shown will not be an indication of future results.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.
===========================================================================================================
Shareholder Fees None
(fees paid directly from your investment, but see the Creation
Transaction Fees and Redemption Transaction Fees section below)
-----------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-----------------------------------------------------------------------------------------------------------
Management Fees 0.35%
-----------------------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
-----------------------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
-----------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.35%
===========================================================================================================
(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:
===========================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------------
$36 $113
===========================================================================================================
You would pay the following expenses if you did not redeem your shares:
===========================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------------
$36 $113
===========================================================================================================
WisdomTree Trust Prospectus 17
--------------------------------
WisdomTree Currency Income Funds
--------------------------------
o WisdomTree Dreyfus Brazilian Real Fund
o WisdomTree Dreyfus Chinese Yuan Fund
o WisdomTree Dreyfus Euro Fund
o WisdomTree Dreyfus Indian Rupee Fund
o WisdomTree Dreyfus Japanese Yen Fund
o WisdomTree Dreyfus New Zealand Dollar Fund
o WisdomTree Dreyfus South African Rand Fund
--------------------------------------------------------------------------------
WisdomTree Dreyfus Indian Rupee Fund
Fund Facts
--------------------------------------------------------------------------------
Cusip Number:
o 97717W166
Exchange Trading Symbol:
o ICN
--------------------------------------------------------------------------------
WisdomTree Dreyfus Indian Rupee Fund
Investment Objective
The Fund seeks to earn current income reflective of money market rates in India
available to foreign investors and to provide exposure to changes in the value
of the Indian Rupee relative to the U.S. dollar. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.
Primary Investment Strategies
The Fund seeks to achieve its investment objective by investing in short term
securities designed to provide exposure to Indian currency and money market
rates.
Because the market for money market securities in India generally is less liquid
and accessible to foreign investors than corresponding markets in other
countries, the Fund intends to achieve exposure to currency markets in India by
investing primarily in short term U.S. money market securities and forward
currency contracts and swaps. The combination of U.S. money market securities
with forward currency contracts and currency swaps is designed to create a
position economically similar to a money market security denominated in Indian
Rupee. A forward currency contract is an agreement to buy or sell a specific
currency at a future date at a price set at the time of the contract. A currency
swap is an agreement between two parties to exchange one currency for another at
a future rate.
In order to attempt to reduce interest rate risk, the Fund generally will
maintain a weighted average portfolio maturity of 90 days or less and will not
purchase any security with a remaining maturity of more than 397 calendar days.
All U.S. money market securities acquired by the Fund will be rated in the upper
two short-term ratings by at least two nationally recognized statistical rating
organizations or if unrated, deemed to be of equivalent quality. The Fund does
not seek to preserve capital in U.S. dollars.
The decision to secure exposure directly or indirectly will be a function of,
among other things, market accessibility, credit exposure, and tax ramifications
for foreign investors. If the Fund pursues direct investment, eligible
investments include short-term securities issued by the government of India and
its agencies or instrumentalities, bank debt obligations and time deposits,
bankers' acceptances, commercial paper, short-term corporate debt obligations,
mortgage-backed securities and asset-backed securities.
Primary Investment Risks
For information about the risks of investing in the Fund see the sections herein
entitled "Principal Risk Factors Common to All Funds" and "Principal Risk
Factors Common to the International Currency Income Funds." In addition to these
risk factors, the Fund is subject to the following potential risks. As with all
potential risks, this could decrease the value of your Fund investment.
18 WisdomTree Trust Prospectus
o Developing Market Risk. Investments in securities and instruments traded
in developing or emerging markets, or that provide exposure to such
securities or markets, can involve additional risks relating to political,
economic, or regulatory conditions not associated with investments in U.S.
securities and instruments. For example, developing and emerging markets
may be subject to (i) greater market volatility, (ii) lower trading volume
and liquidity, (iii) greater social, political and economic uncertainty,
(iv) governmental controls on foreign investments and limitations on
repatriation of invested capital, (v) lower disclosure, corporate
governance, auditing and financial reporting standards, and (vi) fewer
protections of property rights. Issuers in developing markets may present
greater credit risks than issuers in more developed markets because of,
among other reasons, lower disclosure standards and the potentially
greater cost and difficulty of obtaining and enforcing legal judgments.
o Offshore Investor Risk. In addition to the general risks associated with
investing in non-U.S. currencies and non-U.S. currency markets, there are
special risks associated with investing in Indian Rupee or securities
designed to provide exposure to Indian Rupee. While the government of
India is moving towards a more liberal approach, it still places
restrictions on the capability and capacity of foreign investors to access
and trade Rupee directly. Foreign investors in India still face burdensome
taxes on investments in income-producing securities. These limitations and
restrictions may impact the availability, liquidity and pricing of
securities designed to provide offshore investors with exposure to Indian
markets. As a result, returns achieved by foreign investors could differ
from those available to domestic investors in India.
o Geographic Concentration in India. Because the Fund concentrates its
investments in India, the Fund's performance is expected to be closely
tied to social, political, and economic conditions within India and to be
more volatile than the performance of more geographically diversified
funds. The Indian market can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market, or
economic developments and can perform differently from the U.S. market.
Indian markets can be subject to greater social, economic, regulatory, and
political uncertainties and can be extremely volatile.
Performance Information
No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year a risk/return chart and table will be provided. Any past performance of the
Fund that will be shown will not be an indication of future results.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.
===========================================================================================================
Shareholder Fees None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
-----------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-----------------------------------------------------------------------------------------------------------
Management Fees 0.45%
-----------------------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
-----------------------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
-----------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.45%
===========================================================================================================
(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
WisdomTree Trust Prospectus 19
The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:
===========================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------------
$46 $144
===========================================================================================================
You would pay the following expenses if you did not redeem your shares:
===========================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------------
$46 $144
===========================================================================================================
20 WisdomTree Trust Prospectus
--------------------------------
WisdomTree Currency Income Funds
--------------------------------
o WisdomTree Dreyfus Brazilian Real Fund
o WisdomTree Dreyfus Chinese Yuan Fund
o WisdomTree Dreyfus Euro Fund
o WisdomTree Dreyfus Indian Rupee Fund
o WisdomTree Dreyfus Japanese Yen Fund
o WisdomTree Dreyfus New Zealand Dollar Fund
o WisdomTree Dreyfus South African Rand Fund
--------------------------------------------------------------------------------
WisdomTree Dreyfus Japanese Yen Fund
Fund Facts
--------------------------------------------------------------------------------
Cusip Number:
o 97717W224
Exchange Trading Symbol:
o JYF
--------------------------------------------------------------------------------
WisdomTree Dreyfus Japanese Yen Fund
Investment Objective
The Fund seeks to earn current income reflective of money market rates in Japan
available to foreign investors. The Fund also seeks to maintain liquidity and
preserve capital measured in Japanese Yen. Since the Fund's investment objective
has been adopted as a non-fundamental investment policy, the Fund's investment
objective may be changed without a vote of shareholders.
Primary Investment Strategies
The Fund intends to invest primarily in very short term, investment grade money
market securities denominated in Japanese Yen. In order to attempt to reduce
interest rate risk, the Fund generally will maintain a weighted average
portfolio maturity of 60 days or less and will not purchase any security with a
remaining maturity of more than 397 calendar days. All money market securities
acquired by the Fund will be rated in the upper two short-term ratings by at
least two nationally recognized statistical rating organizations or if unrated,
deemed to be of equivalent quality.
The Fund plans to use the annualized rate on the London Interbank Bid Rate
("LIBID") for 1-month Yen deposits (net of expenses) as a portfolio benchmark to
guide its investment policy. The restrictions placed upon the quality and the
maturities of eligible investments and the portfolio in aggregate will be the
principal factors contributing to the Fund's ability to preserve capital
(measured in Yen) and liquidity while pursuing its investment objective. The
Fund does not seek to preserve capital in U.S. dollars.
Eligible investments include short-term securities issued by the Japanese
government its agencies or instrumentalities that are denominated in Yen, bank
debt obligations and time deposits, bankers' acceptances, commercial paper,
short-term corporate debt obligations, mortgage-backed and asset-backed
securities. While the Fund does not intend to do so, it reserves the right to
pursue its objectives by investing a portion of its assets in U.S. dollar money
market securities and derivative investments, such as forward currency contracts
and swaps, if this strategy is deemed to be in the best interest of the Fund.
The combination of U.S. money market securities with forward currency contracts
and currency swaps is designed to create a position economically similar to a
money market security denominated in Yen. In addition, the Fund may invest a
relatively smaller portion of its assets in U.S. money market securities,
principally U.S. Treasury obligations, with a remaining maturity consistent with
the Fund's next anticipated dividend payment date.
Primary Investment Risks
For information about the risks of investing in the Fund see the sections herein
entitled "Principal Risk Factors Common to All Funds" and "Principal Risk
Factors Common the International Currency Income Funds." In addition to these
risk factors, the Fund is subject to the following potential risk. As with all
potential risks, this could decrease the value of your Fund investment.
WisdomTree Trust Prospectus 21
o Geographic Concentration in Japan. Because the Fund concentrates its
investments in Japan, the Fund's performance is expected to be closely
tied to social, political, and economic conditions within Japan and to be
more volatile than the performance of more geographically diversified
funds.
Performance Information
No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year a risk/return chart and table will be provided. Any past performance of the
Fund that will be shown will not be an indication of future results.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.
===========================================================================================================
Shareholder Fees None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
-----------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-----------------------------------------------------------------------------------------------------------
Management Fees 0.35%
-----------------------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
-----------------------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
-----------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.35%
===========================================================================================================
(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:
===========================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------------
$36 $113
===========================================================================================================
You would pay the following expenses if you did not redeem your shares:
===========================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------------
$36 $113
===========================================================================================================
22 WisdomTree Trust Prospectus
--------------------------------
WisdomTree Currency Income Funds
--------------------------------
o WisdomTree Dreyfus Brazilian Real Fund
o WisdomTree Dreyfus Chinese Yuan Fund
o WisdomTree Dreyfus Euro Fund
o WisdomTree Dreyfus Indian Rupee Fund
o WisdomTree Dreyfus Japanese Yen Fund
o WisdomTree Dreyfus New Zealand Dollar Fund
o WisdomTree Dreyfus South African Rand Fund
--------------------------------------------------------------------------------
WisdomTree Dreyfus New Zealand Dollar Fund
Fund Facts
--------------------------------------------------------------------------------
Cusip Number:
o 97717W216
Exchange Trading Symbol:
o BNZ
--------------------------------------------------------------------------------
WisdomTree Dreyfus New Zealand Dollar Fund
Investment Objective
The Fund seeks to earn current income reflective of money market rates in New
Zealand available to foreign investors and to provide exposure to changes in the
value of the New Zealand dollar relative to the U.S. dollar. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.
Primary Investment Strategies
The Fund seeks to achieve its investment objective by investing in short term
securities designed to provide exposure to New Zealand currency and money market
rates.
Because the market for money market securities in New Zealand is relatively
small and less liquid than corresponding markets in other countries, the Fund
intends to achieve exposure to currency markets in New Zealand by investing
primarily in short term U.S. money market securities and also in forward
currency contracts and swaps. The combination of U.S. money market securities
with forward currency contracts and currency swaps is designed to create a
position economically similar to a money market security denominated in New
Zealand dollars. A forward currency contract is an agreement to buy or sell a
specific currency at a future date at a price set at the time of the contract. A
currency swap is an agreement between two parties to exchange one currency for
another at a future rate.
In order to attempt to reduce interest rate risk, the Fund generally will
maintain a weighted average portfolio maturity of 90 days or less and will not
purchase any security with a remaining maturity of more than 397 calendar days.
All U.S. money market securities acquired by the Fund will be rated in the upper
two short-term ratings by at least two nationally recognized statistical rating
organizations or if unrated, deemed to be of equivalent quality. The Fund does
not seek to preserve capital in U.S. dollars.
The decision to secure exposure directly or indirectly will be a function of,
among other things, market accessibility, credit exposure, and tax ramifications
for foreign investors. If the Fund pursues direct investment, eligible
investments include short-term securities issued by the government of New
Zealand and its agencies or instrumentalities, bank debt obligations and time
deposits, bankers' acceptances, commercial paper, short-term corporate debt
obligations, mortgage-backed securities and asset-backed securities.
Primary Investment Risks
For information about the risks of investing in the Fund see the sections herein
entitled "Principal Risk Factors Common to All Funds" and "Principal Risk
Factors Common to the International Currency Income Funds." In addition to these
risk factors, the Fund is subject to the following potential risks. As with all
potential risks, this could decrease the value of your Fund investment.
WisdomTree Trust Prospectus 23
o Offshore Investor Risk. The opportunity for foreign investors to access
certain markets can be limited due to a variety of factors including
government regulations, adverse tax treatment, and currency convertibility
issues. These limitations or restrictions may impact the availability,
liquidity and pricing of securities designed to provide exposure to New
Zealand markets. As a result, returns achieved by foreign investors could
differ from those available to domestic investors in New Zealand.
o Geographic Concentration in New Zealand. Because the Fund concentrates its
investments in New Zealand, the Fund's performance is expected to be
closely tied to social, political, and economic conditions within New
Zealand and to be more volatile than the performance of more
geographically diversified funds.
Performance Information
No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year a risk/return chart and table will be provided. Any past performance of the
Fund that will be shown will not be an indication of future results.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.
===============================================================================================
Shareholder Fees None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
-----------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-----------------------------------------------------------------------------------------------
Management Fees 0.45%
-----------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
-----------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
-----------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.45%
===============================================================================================
(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example
24 WisdomTree Trust Prospectus
does not include the brokerage commission that retail investors will pay to buy
and sell shares of the Fund. It also does not include the transaction fees on
purchases and redemptions of Creation Units, because these fees will not be
imposed on retail investors. Although your actual costs may be higher or lower,
based on these assumptions, your costs would be:
===========================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------------
$46 $144
-----------------------------------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
===========================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------------
$46 $144
-----------------------------------------------------------------------------------------------------------
WisdomTree Trust Prospectus 25
--------------------------------
WisdomTree Currency Income Funds
--------------------------------
o WisdomTree Dreyfus Brazilian Real Fund
o WisdomTree Dreyfus Chinese Yuan Fund
o WisdomTree Dreyfus Euro Fund
o WisdomTree Dreyfus Indian Rupee Fund
o WisdomTree Dreyfus Japanese Yen Fund
o WisdomTree Dreyfus New Zealand Dollar Fund
o WisdomTree Dreyfus South African Rand Fund
--------------------------------------------------------------------------------
WisdomTree Dreyfus South African Rand Fund
Fund Facts
--------------------------------------------------------------------------------
Cusip Number:
o 97717W185
Exchange Trading Symbol:
o SZR
--------------------------------------------------------------------------------
WisdomTree Dreyfus South African Rand Fund
Investment Objective
The Fund seeks to earn current income reflective of money market rates in South
Africa available to foreign investors and to provide exposure to changes in the
value of the South African Rand relative to the U.S. dollar. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.
Primary Investment Strategies
The Fund seeks to achieve its investment objective by investing in short term
securities designed to provide exposure to South African currency and money
market rates.
Because the market for money market securities in South Africa generally is less
liquid and accessible to foreign investors than corresponding markets in other
countries, the Fund intends to achieve exposure to currency markets in South
Africa by investing primarily in short term U.S. money market securities and
also in forward currency contracts and swaps. The combination of U.S. money
market securities with forward currency contracts and currency swaps is designed
to create a position economically similar to a money market security denominated
in South African Rand. A forward currency contract is an agreement to buy or
sell a specific currency at a future date at a price set at the time of the
contract. A currency swap is an agreement between two parties to exchange one
currency for another at a future rate.
In order to attempt to reduce interest rate risk, the Fund generally will
maintain a weighted average portfolio maturity of 90 days or less and will not
purchase any security with a remaining maturity of more than 397 calendar days.
All U.S. money market securities acquired by the Fund will be rated in the upper
two short-term ratings by at least two nationally recognized statistical rating
organizations or if unrated, deemed to be of equivalent quality. The Fund does
not seek to preserve capital in U.S. dollars.
The decision to secure exposure directly or indirectly will be a function of,
among other things, market accessibility, credit exposure, and tax ramifications
for foreign investors. If the Fund pursues direct investment, eligible
investments include short-term securities issued by the government of South
Africa and its agencies or instrumentalities, bank debt obligations and time
deposits, bankers' acceptances, commercial paper, short-term corporate debt
obligations, mortgage-backed securities and asset-backed securities.
Primary Investment Risks
For information about the risks of investing in the Fund see the sections herein
entitled "Principal Risk Factors Common to All Funds" and "Principal Risk
Factors Common to the International Currency Income Funds." In addition to these
risk factors, the Fund is subject to the following potential risks. As with all
potential risks, this could decrease the value of your Fund investment.
26 WisdomTree Trust Prospectus
o Developing Market Risk. Investments in securities and instruments traded
in developing or emerging markets, or that provide exposure to such
securities, securities or markets, can involve additional risks relating
to political, economic, or regulatory conditions not associated with
investments in U.S. securities and instruments. For example, developing
and emerging markets may be subject to (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) lower disclosure,
corporate governance, auditing and financial reporting standards, and (vi)
fewer protections of property rights. Issuers in developing markets may
present greater credit risks than issuers in more developed markets
because of, among other reasons, lower disclosure standards and the
potentially greater cost and difficulty of obtaining and enforcing legal
judgments.
o Offshore Investor Risk. The opportunity for foreign investors to access
certain developing markets can be limited due to a variety of factors
including government regulations, adverse tax treatment, and currency
convertibility issues. These limitations or restrictions may impact the
availability, liquidity and pricing of securities designed to provide
exposure to South Africa markets. As a result, returns achieved by foreign
investors could differ from those available to domestic investors in South
Africa.
o Geographic Concentration in South Africa. Because the Fund concentrates
its investments in South Africa, the Fund's performance is expected to be
closely tied to social, political, and economic conditions within South
Africa and will be more volatile than the performance of more
geographically diversified funds. South African markets can be more
volatile than the U.S. market due to increased risks of adverse issuer,
political, regulatory, market, or economic developments and can perform
differently from the U.S. market. South African markets can be subject to
greater social, economic, regulatory, and political uncertainties and can
be extremely volatile.
Performance Information
No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year a risk/return chart and table will be provided. Any past performance of the
Fund that will be shown will not be an indication of future results.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.
==========================================================================================================
Shareholder Fees None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
----------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
----------------------------------------------------------------------------------------------------------
Management Fees 0.45%
----------------------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
----------------------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
----------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.45%
----------------------------------------------------------------------------------------------------------
(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
WisdomTree Trust Prospectus 27
The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:
===========================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------------
$46 $144
-----------------------------------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
===========================================================================================================
1 Year 3 Years
-----------------------------------------------------------------------------------------------------------
$46 $144
-----------------------------------------------------------------------------------------------------------
28 WisdomTree Trust Prospectus
Management
Investment Adviser
As investment adviser, 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 does not manage any other investment companies other than other
series of the Trust and has limited experience as an investment adviser.
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.
Under the Investment Advisory Agreement, WisdomTree Asset Management agrees to
pay all expenses of the Trust, except compensation and expenses of the
Independent Trustees, counsel to the Independent Trustees and the Trust's Chief
Compliance Officer, interest expenses 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.
The basis for the Board of Trustees' approval of the Investment Advisory
Agreement will be available in the Trust's Annual Report to Shareholders for the
period ending August 31, 2008.
WisdomTree Asset Management expects to receive fees from each Fund, based on a
percentage of the Fund's average daily net assets, as shown in the following
table:
================================================================================
Name of Fund Management Fee
--------------------------------------------------------------------------------
WisdomTree U.S. Current Income Fund 0.25%
--------------------------------------------------------------------------------
WisdomTree Dreyfus Brazilian Real Fund 0.45%
--------------------------------------------------------------------------------
WisdomTree Dreyfus Chinese Yuan Fund 0.45%
--------------------------------------------------------------------------------
WisdomTree Dreyfus Euro Fund 0.35%
--------------------------------------------------------------------------------
WisdomTree Dreyfus Indian Rupee Fund 0.45%
--------------------------------------------------------------------------------
WisdomTree Dreyfus Japanese Yen Fund 0.35%
--------------------------------------------------------------------------------
WisdomTree Dreyfus New Zealand Dollar Fund 0.45%
--------------------------------------------------------------------------------
WisdomTree Dreyfus South African Rand Fund 0.45%
================================================================================
WisdomTree Asset Management is a registered investment adviser with offices
located at 380 Madison Avenue, 21st Floor, New York, NY 10017.
Sub-Adviser
Mellon Capital Management Corporation ("Mellon Capital") serves as the
sub-adviser for the WisdomTree U.S. Current Income Fund. Mellon Capital is a
leading innovator in the investment industry and manages global
quantitative-based investment strategies for institutional and private investors
with its principal office located at 50 Fremont Street, Suite 3900, San
Francisco, CA 94105. As of February 29, 2008, Mellon Capital had assets under
management totaling approximately $216 billion. Mellon Capital is a wholly-owned
indirect subsidiary of The Bank of New York Mellon Corporation ("BNY Mellon"), a
publicly traded financial holding company.
The sub-adviser for the WisdomTree International Currency Income Funds is The
Dreyfus Corporation ("Dreyfus"). Dreyfus was founded in 1947 and is located at
200 Park Avenue, New York, New York 10166. As of February 29, 2008, Dreyfus had
assets under management totaling approximately $276 billion. Dreyfus is a
wholly-owned indirect subsidiary of BNY Mellon.
Mellon Capital and Dreyfus (each, a "Sub-Adviser") choose each Fund's portfolio
investments and places orders to buy and sell such Fund's portfolio investments.
WisdomTree Trust Prospectus 29
With respect to each Fund, WisdomTree Asset Management pays the Sub-Adviser to
such Fund a fee equal to one-half of the fee paid to WisdomTree Asset Management
for providing advisory services to such Fund.
Portfolio Managers
Mellon Capital and Dreyfus utilize teams of investment professionals acting
together to manage the assets of the Funds. The teams meet regularly to review
portfolio holdings and to discuss purchase and sale activity. The teams adjust
holdings in the portfolio as they deem appropriate in the pursuit of each Fund's
investment objectives. The individual members of the team who are primarily
responsible for the day-to-day management of each Fund's portfolio are listed
below.
David C. Kwan has been a Managing Director of Mellon Capital since 2000. He has
also been the Head of the Fixed Income Management Group since 1994 and the Head
of the Trading Group since 1996. Mr. Kwan has direct oversight responsibility
for the management of the Funds. Mr. Kwan has had various positions and
responsibilities at Mellon Capital since he joined in 1990, one of which was
management of the firm's Enhanced Asset Allocation Fund. He received his M.B.A.
degree from University of California at Berkeley in 1990. Mr. Kwan has 17 years
of investment experience.
Zandra Zelaya has been a Vice President, Fixed Income at Mellon Capital since
November 2007. Ms. Zelaya joined Mellon Capital in 1997 as a fixed income
associate. Throughout the years she has held various positions in the Fixed
Income Management Group including Associate Portfolio Manager from 1999 to
January 2002, Senior Portfolio Manager from 2002 to 2006 and Assistant Vice
President from 2006 to her recent promotion as Vice President. Prior to joining
Mellon Capital she worked as client support for fixed income analytics and
managed the data analytics department at Gifford Fong Associates. Ms. Zelaya has
attained the Chartered Financial Analyst ("CFA") designation. She graduated with
a B.S. from California State University, Hayward. Ms. Zelaya has 13 years of
investment experience.
Andrew Tang is a senior portfolio manager and trader at Mellon Capital since he
joined the firm in 2006. Prior to joining Mellon Capital, Mr. Tang was a
portfolio manager for Barclays Global Investors, a fixed income investment
officer at Oregon State Treasury, a rate analyst at Tenneco Gas and a senior
investment and financial analyst at Metropolitan Transit Authority.
Mr. Kwan, Ms. Zelaya and Mr. Tang will manage the International Currency Income
Funds in their capacity as dual employees of The Dreyfus Corporation. Mr. Kwan
and Ms. Zelaya have been employees of Dreyfus since 2005. Mr. Tang has been a
Dreyfus employee since 2008. Each Portfolio Manager has managed each Fund since
inception. The Trust's Statement of Additional Information ("SAI") provides
additional information about the Portfolio Managers' compensation, other
accounts managed by the Portfolio Managers, and the Portfolio Managers'
ownership of shares in the Funds for which they are Portfolio Managers.
Portfolio Holdings Information
Information about each Fund's daily portfolio holdings is available at
www.wisdomtree.com.
In addition, each Fund discloses its complete portfolio holdings as of the end
of its fiscal year (August 31) and its second fiscal quarter (February 28) in
its reports to shareholders.
Each Fund files its complete portfolio holdings as of the end of its first and
third fiscal quarters (November 30 and May 31, respectively) with the SEC on
Form N-Q no later than 60 days after the relevant fiscal period. You can find
the SEC filings on the SEC's website, www.sec.gov.
A summarized description of the Funds' policies and procedures with respect to
the disclosure of each Fund's portfolio holdings is available in the Trust's
SAI.
Administrator, Custodian and Transfer Agent
The Bank of New York is the administrator, custodian and transfer agent for each
Fund.
30 WisdomTree Trust Prospectus
Shareholder Information
Additional shareholder information is available free of charge by calling:
1-866-909-WISE (9473) or visiting the Funds' website at www.wisdomtree.com.
Buying and Selling Shares
Most investors will buy and sell shares of the Funds through brokers. Shares of
the Funds trade on national securities exchanges and elsewhere during the
trading day and can be bought and sold throughout the trading day like other
shares of publicly traded securities. When buying or selling shares through a
broker most investors will incur customary brokerage commissions and charges.
Shares of the Funds trade under the trading symbols listed for each respective
Fund in the section describing such Fund. Shares of the Funds may be acquired or
redeemed directly from a Fund only in Creation Units or multiples thereof, as
discussed in the Creation and Redemption section. Once created, shares of the
Funds trade in the secondary market in amounts less than a Creation Unit.
Share Trading Prices
As with other types of securities, the trading prices of shares in the secondary
market can be affected by market forces such as supply and demand, economic
conditions and other factors. The price you pay or receive when you buy or sell
your shares in the secondary market may be more or less than the NAV of such
shares. The approximate value of shares of each Fund is disseminated every
fifteen seconds throughout the trading day by the national securities exchange
on which such Fund is listed or by other information providers. This approximate
value should not be viewed as a "real-time" update of the NAV because the
approximate value may not be calculated in the same manner as the NAV, which is
computed once per day. The approximate value generally is determined by using
amortized cost for securities with remaining maturities of 60 days or less,
current market quotations and/or price quotations obtained from broker-dealers
that may trade in the portfolio securities held by the Funds. The Funds are not
involved in, or responsible for, the calculation or dissemination of the
approximate value and make no warranty as to its accuracy.
Determination of Net Asset Value
The NAV of each Fund's shares is calculated once daily each day the New York
Stock Exchange ("NYSE") is open for business (a "Business Day") as of the close
of regular trading on the NYSE, generally 4:00 p.m. New York time. NAV per share
is calculated by dividing a Fund's net assets by the number of Fund shares
outstanding.
In calculating a Fund's NAV, Fund investments generally are valued using market
valuations. Short-term debt securities with remaining maturities of 60 days or
less generally are valued on the basis of amortized cost. U.S. fixed income
assets may be valued as of the announced closing time for such securities on any
day that the Securities Industry and Financial Markets Association announces an
early closing time. The value of any assets or liabilities denominated in a
currency other than the U.S. dollar are converted into U.S. dollars using an
exchange rate deemed appropriate by the Fund.
When reliable market valuations are not readily available or are not deemed to
reflect current market values, the affected investments will be valued in
accordance with the Fund's pricing policy and procedures. For these purposes, a
price based on amortized cost is considered a market valuation. Securities that
may be valued using fair value pricing may include, but are not limited to,
securities for which there are no current market quotations or whose issuer is
in default or bankruptcy, securities subject to corporate actions (such as
mergers or reorganizations), securities subject to non-U.S. investment limits or
currency controls, and securities affected by "significant events." An example
of a significant event is an event occurring after the close of the market in
which a security trades but before a Fund's next NAV calculation time that may
materially affect the value of a Fund's investment (e.g., government action,
natural disaster, or significant market fluctuation). 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.
WisdomTree Trust Prospectus 31
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.
Dividends and Distributions
The U.S. Current Income Fund intends to pay out dividends, if any, monthly. Each
of the Euro Fund and the Japanese Yen Fund intend to pay out dividends, if any,
quarterly. Each of the Brazilian Real Fund, Chinese Yuan Fund, Indian Rupee
Fund, New Zealand Dollar Fund and South African Rand Fund intend to pay out
dividends, if any, 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.
Book Entry
Shares of the Funds are held in book-entry form, which means that no stock
certificates are issued. The Depository Trust Company ("DTC") or its nominee is
the record owner of all outstanding shares of each Fund.
Investors owning shares of the Funds are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
all shares of the Funds. Participants include DTC, securities brokers and
dealers, banks, trust companies, clearing corporations, and other institutions
that directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery of
stock certificates or to have shares registered in your name, and you are not
considered a registered owner of shares. Therefore, to exercise any right as an
owner of shares, you must rely upon the procedures of DTC and its participants.
These procedures are the same as those that apply to any securities that you
hold in book entry or "street name" form. Your broker will provide you with
account statements, confirmations of your purchases and sales, and tax
information.
Delivery of Shareholder Documents - Householding
Householding is an option available to certain investors of the Funds.
Householding is a method of delivery, based on the preference of the individual
investor, in which a single copy of certain shareholder documents can be
delivered to investors who share the same address, even if their accounts are
registered under different names. Householding for the Funds is available
through certain broker-dealers. If you are interested in enrolling in
householding and receiving a single copy of prospectuses and other shareholder
documents, please contact your broker-dealer. If you are currently enrolled in
householding and wish to change your householding status, please contact your
broker-dealer.
Frequent Purchases and Redemptions of Fund Shares
Since the Funds are ETFs, only a few institutional investors (known as
"Authorized Participants") are authorized to purchase and redeem shares directly
with the issuing Fund. Each Fund accommodates frequent purchases and redemptions
of Creation Units by Authorized Participants. Each Fund reserves the right to
reject any purchase order at any time. Each Fund reserves the right to impose
restrictions on disruptive, excessive, or short-term trading and may reject
purchase or redemption orders in such instances.
32 WisdomTree Trust Prospectus
Investments by Registered Investment Companies
Section 12(d)(1) of the Investment Company Act restricts investments by
registered investment companies in the securities of other investment companies,
including shares of each Fund. Registered investment companies are permitted to
invest in the Funds beyond the limits set forth in section 12(d)(1), subject to
certain terms and conditions set forth in an SEC exemptive order issued to the
WisdomTree Trust, including that such investment companies enter into an
agreement with the Funds.
Taxes
The following discussion is a summary of some important U.S. federal tax
considerations generally applicable to investments in the Funds. Your investment
in the Funds may have other tax implications as well. Please consult your tax
advisor about the tax consequences of an investment in Fund shares, including
the possible application of foreign, state and local tax laws.
Each Fund intends to qualify each year as a regulated investment company. A
regulated investment company is not subject to tax at the fund level on income
and gains from investments that are distributed to shareholders. However, a
Fund's failure to qualify as a regulated investment company would result in
fund-level taxation, and consequently, a reduction in income available for
distribution to shareholders.
Unless your investment in shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an individual retirement account, you
need to be aware of the possible tax consequences when:
o A Fund makes distributions,
o You sell shares, and
o You purchase or redeem Creation Units (for institutional investors
only).
Taxes on Distributions
Shareholders subject to U.S. federal income tax will generally be taxable on
distributions paid to them by the Funds. Fund distributions of investment income
are generally taxable as ordinary income. Taxes on distributions of capital
gains (if any) are determined by how long a Fund owned the investments that
generated them, rather than how long a shareholder has owned his or her Fund
shares. Distributions of net capital gains (the excess of net long-term capital
gains from the sale of investments that a Fund owned for more than one year over
net short-term capital losses) that are properly designated by the Fund as
capital gain dividends ("Capital Gain Dividends") will be taxable as long-term
capital gains. Long-term capital gain rates have been temporarily reduced - in
general, to 15% with lower rates applying to taxpayers in the 10% and 15% rate
brackets - for taxable years beginning before January 1, 2011. Distributions of
gains from the sale of investments that a Fund owned for one year or less will
be taxable as ordinary income.
For taxable years beginning before January 1, 2011, distributions of investment
income designated by a Fund as derived from "qualified dividend income" are
taxed at the rates applicable to long-term capital gain, provided holding period
and other requirements are met at both the shareholder and the Fund level. The
Funds do not, however, expect a significant portion of their distributions to be
derived from qualified dividend income.
Distributions are taxable to shareholders even if they are paid from income or
gains earned by a Fund before a shareholder's investment (and thus were included
in the price the shareholder paid for the shares).
The Funds (or a financial intermediary such as a broker through which a
shareholder owns Fund shares) generally are required to withhold and to remit to
the U.S. Treasury a percentage of the taxable distributions and the sale or
redemption proceeds paid to any shareholder who fails to properly furnish a
correct taxpayer identification number, who has under-reported dividend or
interest income, or who fails to certify that he, she or it is not subject to
such withholding.
WisdomTree Trust Prospectus 33
Taxes When Fund Shares are Sold
Any capital gain or loss realized upon a sale of Fund shares is generally
treated as a long-term gain or loss if the shares have been held for more than
one year. Any capital gain or loss realized upon a sale of Fund shares held for
one year or less is generally treated as a short-term gain or loss, except that
any capital loss on a sale of shares held for six months or less is treated as
long-term capital loss to the extent that capital gain dividends were paid with
respect to such shares. The ability to deduct capital losses may be limited.
Taxes on Creation and Redemption of Creation Units
An Authorized Participant having the U.S. dollar as its functional currency for
U.S. federal tax purposes that exchanges money market securities or non-U.S.
currency for Creation Units generally will recognize a gain or loss equal to the
difference between the market value of the Creation Units at the time of the
exchange and the sum of the exchanger's aggregate basis in the money market
securities or non-U.S. currency surrendered plus the amount of cash paid for
such Creation Units. A person who redeems Creation Units for money market
securities or non-U.S. currency will generally recognize a gain or loss equal to
the difference between the exchanger's basis in the Creation Units and the sum
of the aggregate U.S. dollar market value of the securities or non-U.S. currency
plus the amount of any cash received for such Creation Units. The Internal
Revenue Service, however, may assert that a loss that is realized by an
Authorized Participant upon an exchange of securities or non-U.S. currency for
Creation Units cannot be currently deducted under the rules governing "wash
sales," or on the basis that there has been no significant change in economic
position.
Gain or loss recognized by an Authorized Participant upon an issuance of
Creation Units in exchange for non-U.S. currency will generally be treated as
ordinary income or loss. Gain or loss recognized by an Authorized Participant
upon an issuance of Creation Units in exchange for money market securities, or
upon a redemption of Creation Units, may be capital or ordinary gain or loss
depending on the circumstances. Any capital gain or loss realized upon an
issuance of Creation Units in exchange for money market securities will
generally be treated as long-term capital gain or loss if the money market
securities have been held for more than one year. Any capital gain or loss
realized upon the redemption of a Creation Unit will generally be treated as
long-term capital gain or loss if the Fund shares comprising the Creation Unit
have been held for more than one year. Otherwise, such capital gains or losses
are treated as short-term capital gains or losses.
A person subject to U.S. federal income tax who receives non-U.S. currency upon
a redemption of Creation Units and does not immediately convert the non-U.S.
currency into U.S. dollars may, upon a later conversion of the non-U.S. currency
into U.S. dollars, recognize as ordinary gains or losses any gains or losses
resulting from fluctuations in the value of the non-U.S. currency relative to
the U.S. dollar since the date of the redemption.
Persons exchanging securities or non-U.S. currency for Creation Units should
consult their own tax advisors with respect to the tax treatment of any creation
or redemption transaction. If you purchase or redeem Creation Units, you will be
sent a confirmation statement showing how many shares you purchased or redeemed
and at what price.
Foreign Investments by the International Currency Income Funds
Interest and other income received by a Fund with respect to foreign securities
may give rise to withholding and other taxes imposed by foreign countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If as of the close of a taxable year more than 50% of the
total assets of an International Currency Income Fund consists of stock or
securities of foreign corporations, the Fund intends to "pass through" to
investors the amount of foreign income and similar taxes (including withholding
taxes) paid by the Fund during that taxable year. This means that investors will
be considered to have received as additional income their respective shares of
such foreign taxes, but may be entitled to either a corresponding tax deduction
in calculating taxable income, or, subject to certain limitations, a credit in
calculating federal income tax.
34 WisdomTree Trust Prospectus
Creation and Redemption
The shares that trade in the secondary market are "created" at NAV. Each Fund
issues and redeems shares at NAV only in large blocks of shares, typically
100,000 shares or more ("Creation Units"). For the U.S. Current Income Fund,
these transactions are usually in exchange for a basket of money market
securities and/or an amount of cash. Each International Currency Income Fund
generally issues and redeems Creation Units in exchange for a designated basket
of non-U.S. currency and/or an amount of U.S. cash. As a practical matter, only
institutions or large investors purchase or redeem Creation Units. Each
"creator" enters into an authorized participant agreement with the Distributor,
and deposits into the applicable Fund a portfolio of money market securities
closely approximating the holdings of the Fund (or a designated basket of cash
or non-U.S. currency as described above) and pays or receives a specified amount
of cash ("Cash Component") equal to the difference between the NAV of a Creation
Unit and the market value of the basket of securities (or non-U.S. currency) in
exchange for a specified number of Creation Units. Each Business Day, prior to
the opening of trading, the Fund will designate through the National Securities
Clearing Corporation ("NSCC") or otherwise, the names and number of shares of
each security (or non-U.S. currency) to be included in that day's basket. Each
Fund reserves the right to accept a basket of money market securities, currency
or cash that differs from the published basket. A Fund will not issue fractional
Creation Units.
Similarly, shares can only be redeemed in a specified number of Creation Units
in exchange for a designated basket of portfolio money market securities (or a
designated basket of cash or non-U.S. currency as described above) and a Cash
Component. Each Fund reserves the right to honor a redemption request by
delivering a basket of money market securities, currency or cash that differs
from the published basket. The prices at which creations and redemptions occur
are based on the next calculation of NAV after an order is received in proper
form as described in the authorized participant agreement.
Creations and redemptions must be made by an Authorized Participant or through a
firm that is either a member of the Continuous Net Settlement System of the NSCC
or 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. Information about the procedures regarding creation and redemption
of Creation Units is included in the Trust's SAI.
Authorized Participants and the Continuous Offering of Shares
Because new shares may be created and issued on an ongoing basis, at any point
during the life of a Fund, a "distribution," as such term is used in the
Securities Act of 1933 ("Securities Act"), may be occurring. 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 that could render them statutory underwriters and subject to the
prospectus-delivery and liability provisions of the Securities Act. Nonetheless,
any determination of whether one is an underwriter must take into account all
the relevant facts and circumstances of each particular case.
Broker-dealers should also note that dealers who are not "underwriters," but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the Securities Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the Securities Act. For delivery of prospectuses to exchange
members, the prospectus delivery mechanism of Rule 153 under the Securities Act
is only available with respect to transactions on a national securities
exchange.
Creation and Redemption Transaction Fees for Creation Units
Each Fund may impose a per Creation Unit creation transaction fee and a
redemption transaction fee to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units of shares. In
addition, purchasers and redeemers of shares in Creation Units are responsible
for payment of the costs of transferring securities to or out of a Fund. From
time to time, WisdomTree Asset Management may cover the cost of any transaction
fees.
WisdomTree Trust Prospectus 35
The following table also shows, as of March 31, 2008, the approximate value of
one Creation Unit per Fund and the standard and maximum creation and redemption
transaction fees. These fees are payable only by investors who purchase or
redeem shares directly from a Fund. Retail investors who transact through their
brokerage account will not pay these fees.
==========================================================================================================
Approximate Standard Creation/ Maximum Creation/
Value of One Redemption Redemption
Name of Fund Creation Unit Transaction Fee Transaction Fee
----------------------------------------------------------------------------------------------------------
WisdomTree U.S. Current Income Fund $10,000,000 $ 250 $ 1,000
----------------------------------------------------------------------------------------------------------
WisdomTree Dreyfus Brazilian Real Fund $ 5,000,000 $ 300 $ 1,200
----------------------------------------------------------------------------------------------------------
WisdomTree Dreyfus Chinese Yuan Fund $ 5,000,000 $ 300 $ 1,200
----------------------------------------------------------------------------------------------------------
WisdomTree Dreyfus Euro Fund $10,000,000 $ 800 $ 3,200
----------------------------------------------------------------------------------------------------------
WisdomTree Dreyfus Indian Rupee Fund $ 5,000,000 $ 300 $ 1,200
----------------------------------------------------------------------------------------------------------
WisdomTree Dreyfus Japanese Yen Fund $10,000,000 $ 500 $ 1,500
----------------------------------------------------------------------------------------------------------
WisdomTree Dreyfus New Zealand Dollar Fund $ 2,500,000 $ 300 $ 1,200
----------------------------------------------------------------------------------------------------------
WisdomTree Dreyfus South African Rand Fund $ 2,500,000 $ 300 $ 1,200
----------------------------------------------------------------------------------------------------------
Distribution
ALPS Distributors, Inc. (the "Distributor") serves as the distributor of
Creation Units for each Fund on an agency basis. The Distributor does not
maintain a secondary market in shares of the Funds. The Distributor's principal
address is 1290 Broadway, Suite 1100, Denver, Colorado 80203. The Distributor
has no role in determining the policies of any Fund or the securities that are
purchased or sold by any Fund.
Additional Notices
Shares of the Trust are not sponsored, endorsed, or promoted by any listing
exchange ("Exchange"). The Exchange makes no representation or warranty, express
or implied, to the owners of the shares of any Fund. The Exchange is not
responsible for, nor has it participated in, the determination of the timing of,
prices of, or quantities of the shares of any Fund to be issued, nor in the
determination or calculation of the equation by which the shares are redeemable.
The Exchange has no obligation or liability to owners of the shares of any Fund
in connection with the administration, marketing, or trading of the shares of
the Fund. Without limiting any of the foregoing, in no event shall the Exchange
have any liability for any lost profits or indirect, punitive, special, or
consequential damages even if notified of the possibility thereof.
WisdomTree Investments, WisdomTree Asset Management and the Funds make no
representation or warranty, express or implied, to the owners of shares of the
Funds or any member of the public regarding the advisability of investing in
securities generally or in the Funds particularly. WisdomTree Investments is the
licensor of certain trademarks, service marks and trade names of the Funds.
Financial Highlights
Financial Statements and Annual Reports will be available after the Funds have
completed a fiscal year of operations.
36 WisdomTree Trust Prospectus
The Trust's current SAI provides additional detailed information about the
Funds. The Trust has electronically filed the SAI with the SEC. It is
incorporated by reference in this Prospectus.
To make shareholder inquiries, for more detailed information on the Funds or to
request the SAI, free of charge, please:
--------------------------------------------------------------------------------
Call: 1-866-909-9473
Monday through Friday
8:00 a.m. - 8:00 p.m. (Eastern time)
--------------------------------------------------------------------------------
Write: WisdomTree Trust
c/o ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
--------------------------------------------------------------------------------
Visit: www.wisdomtree.com
--------------------------------------------------------------------------------
Information about the Funds (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Funds are available on
the EDGAR Database on the SEC's Internet site at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following E-mail address: publicinfo@sec.gov, or by writing the
SEC's Public Reference Section, Washington, D.C. 20549-0102.
No person is authorized to give any information or to make any representations
about any Fund and its shares not contained in this Prospectus and you should
not rely on any other information. Read and keep this Prospectus for future
reference.
(C)2008. WisdomTree Trust
WisdomTree Funds are distributed by
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
WisdomTree(R) is a registered mark of WisdomTree Investments, Inc.
INVESTMENT COMPANY ACT FILE NO. 811-21864
--------------------------------------------------------------------------------
[LOGO]
WISDOMTREE
WisdomTree Trust
380 Madison Avenue, 21st Floor
New York, NY 10017
STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 15, 2008 AS REVISED ON JUNE 23,
2008
WISDOMTREE(R) 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 U.S. Current Income Fund
WisdomTree Dreyfus Brazilian Real Fund
WisdomTree Dreyfus Chinese Yuan Fund
WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund
WisdomTree Dreyfus Japanese Yen Fund
WisdomTree Dreyfus New Zealand Dollar Fund
WisdomTree Dreyfus South African Rand Fund
The current Prospectus for each of the Funds is dated April 15, 2008 as revised
on June 23, 2008. 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 fiscal
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.
TABLE OF CONTENTS
General Description of the Trust and the Funds ............................ 1
Investment Strategies and Risks ........................................... 1
Principal Investment Strategies ........................................... 1
General Risks ............................................................. 3
Specific Investment Strategies ............................................ 10
Proxy Voting Policy ....................................................... 14
Portfolio Holdings Disclosure Policy ...................................... 15
Investment Limitations .................................................... 16
Continuous Offering ....................................................... 17
Management of the Trust ................................................... 18
Brokerage Transactions .................................................... 26
Additional Information Concerning the Trust ............................... 26
Creation and Redemption of Creation Unit Aggregations ..................... 28
Taxes ..................................................................... 32
Determination of NAV ...................................................... 38
Dividends and Distributions ............................................... 38
Financial Statements ...................................................... 38
Miscellaneous Information ................................................. 38
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 U.S. Current Income Fund
WisdomTree Dreyfus Brazilian Real Fund
WisdomTree Dreyfus Chinese Yuan Fund
WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund
WisdomTree Dreyfus Japanese Yen Fund
WisdomTree Dreyfus New Zealand Dollar Fund
WisdomTree Dreyfus South African Rand Fund
WisdomTree Asset Management, Inc. ("WisdomTree Asset Management") is the
investment adviser ("Adviser") to each Fund. Mellon Capital Management
Corporation ("Mellon Capital") is the investment sub-adviser (a "Sub-Adviser")
for the WisdomTree U.S. Current Income Fund. The Dreyfus Corporation ("Dreyfus")
is the sub-Adviser (a "Sub-Adviser") for each of the Brazilian Real Fund,
Chinese Yuan Fund, Euro Fund, Indian Rupee Fund, Japanese Yen Fund, New Zealand
Dollar Fund and the South African Rand Fund (the "WisdomTree International
Currency Income Funds"). 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 100,000 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 a national securities exchange, such as NYSE
ARCA ("NYSE ARCA" or a "Listing Exchange"), and trade throughout the day on the
Listing Exchange and other secondary markets at a 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" is a registered mark of WisdomTree Investments and has been
licensed for use by the Trust. "Dreyfus" is a registered mark of "The Dreyfus
Corporation" and has been licensed for use by the Trust.
INVESTMENT STRATEGIES AND RISKS
The investment objectives and general investment policies of each Fund are
described in the Prospectus. Additional information concerning the Funds is set
forth below.
PRINCIPAL INVESTMENT STRATEGIES.
WisdomTree U.S. Current Income Fund
The U.S. Current Income Fund seeks to earn current income while preserving
capital and maintaining liquidity by investing primarily in very short term,
investment grade money market securities denominated in U.S. dollars. The U.S.
Current Income Fund intends to invest in a combination of short-term securities
issued by the U.S. government, its agencies or instrumentalities, bank debt
obligations and term deposits, bankers' acceptances, commercial paper,
short-term corporate debt obligations, mortgage-backed and asset-backed
securities, and repurchase agreements. In order to reduce interest rate risk,
the U.S. Current Income Fund expects to maintain an average portfolio maturity
of 90 days or less, though this may change from time to time. The "average
portfolio maturity" of a Fund is the average of all the current maturities of
the individual securities in the Fund's portfolio.
1
Average portfolio maturity is important to investors as an indication of the
Fund's sensitivity to changes in interest rates. Funds with longer portfolio
maturities generally are subject to greater interest rate risk.
As a matter of general policy, the U.S. Current Income Fund has adopted a policy
to invest under normal circumstances, at least 80% of the Fund's net assets in
investments that are suggested by its name. If, subsequent to an investment, the
80% requirement is no longer met, the 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 the Fund.
WisdomTree International Currency Income Funds
Each of the Euro Fund and Japanese Yen Fund (i) seeks to earn current income
reflective of money market rates available to foreign investors in the specified
country or region, and (ii) seeks to maintain liquidity and preserve capital
measured in the currency of the specified country or region. Each of these Funds
intends to invest primarily in very short term, investment grade money market
securities denominated in the non-U.S. currency specified in its name. Eligible
investments include short-term securities issued by non-U.S. governments,
agencies or instrumentalities, bank debt obligations and time deposits, bankers'
acceptances, commercial paper, short-term corporate debt obligations,
mortgage-backed and asset-backed securities.
Each of the Brazilian Real Fund, Chinese Yuan Fund, Indian Rupee Fund, New
Zealand Dollar Fund and South African Rand Fund seeks (i) to earn current income
reflective of money market rates available to foreign investors in the specified
country or region, and (ii) to provide exposure to changes in the value of a
designated non-U.S. currency relative to the U.S. dollar. Because the market for
money market securities in these countries generally is less liquid and
accessible to foreign investors than corresponding markets in more developed
economies, each of these Funds intends to achieve exposure to the non-U.S.
market designated by its name by investing primarily in short term U.S. money
market securities and forward currency contracts and swaps. The combination of
U.S. money market securities with forward currency contracts and currency swaps
is designed to create a position economically similar to a money market
instrument denominated in a non-U.S. currency. A forward currency contract is an
agreement to buy or sell a specific currency at a future date at a price set at
the time of the contract. A currency swap is an agreement between two parties to
exchange one currency for another at a future rate.
In order to reduce interest rate risk, each International Currency Income Fund
generally expects to maintain an average portfolio maturity of 90 days or less
(60 days or less for the Euro Fund and Japanese Yen Fund), though this may
change from time to time. The "average portfolio maturity" of a Fund is the
average of all the current maturities of the individual securities in the Fund's
portfolio. Average portfolio maturity is important to investors as an indication
of the Fund's sensitivity to changes in interest rates. Funds with longer
portfolio maturities generally are subject to greater interest rate risk. All
money market securities acquired by the International Currency Income Funds will
be rated in the upper two short-term ratings by at least two nationally
recognized statistical rating organizations ("NSROs") or if unrated, deemed to
be of equivalent quality.
As a matter of general policy, each International Currency Income Fund will
invest under normal circumstances, at least 80% of its net assets in investments
that are tied economically to the particular country or geographic region
suggested by the Fund's name. If, subsequent to an investment, the 80%
requirement is no longer met, the 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 the Fund, plus the amount of any borrowings for investment purposes,
in the types of fixed income or money market securities suggested by the Fund's
name. The Funds' investments in such securities may be represented by forwards
or derivatives such as options, futures contracts, or swap agreements that
provide exposure to such fixed income or money market securities.
All Funds
All U.S. money market securities acquired by the Funds will be rated in the
upper two short-term ratings by at least two nationally recognized statistical
rating organizations or if unrated, deemed to be of equivalent quality. A First
Tier security is (i) a rated security that has received a short-term rating from
the NSROs in the highest short-term rating category for debt obligations (within
which there may be sub-categories or gradations indicating relative standing);
(ii) is an unrated security that is of comparable quality to a security, as
determined by the Fund's board of directors; (iii) a security issued by a
registered investment company that is a money market fund; (iv) or is a
2
security issued by the U.S. government or any of its agencies or
instrumentalities. A Second Tier security is a rated security that has received
a short-term rating other than a first tier rating from an NSRO for debt
obligations (within which there may be sub-categories or gradations indicating
relative standing) or is an unrated security that is of comparable quality. Each
Fund intends to limit its overall exposure to Second Tier money market
securities to 5% of total assets. Any security originally issued as a long-term
obligation will be rated A or higher at the time of purchase by at least two
NSROs or if unrated, deemed to be of equivalent quality.
The Funds will not concentrate 25% or more of the value of their respective
total assets (taken at market value at the time of each investment) in any one
industry, as that term is used in the 1940 Act (except that this restriction
does not apply to obligations issued by the U.S. government, or any non-U.S.
government, or their respective agencies and instrumentalities or
government-sponsored enterprises), except that each Fund intends to concentrate
in the financial sector.
Each of the Funds intends to qualify each year as a regulated investment company
(a "RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), so that it will not be subject to federal income tax on income and
gains that are timely distributed to Fund shareholders. Each Fund will invest
its assets, and otherwise conduct its operations, in a manner that is intended
to satisfy the qualifying income, diversification and distribution requirements
necessary to establish and maintain RIC qualification under Subchapter M.
No portfolio security held by a Fund (other than U.S. government securities and
non-U.S. government securities) will represent more than 30% of the weight of a
Fund and the five highest weighted portfolio securities of a Fund (other than
U.S. government securities and/or non-U.S. government securities) will not in
the aggregate account for more than 65% of the weight of a Fund. For these
purposes, a Fund may treat repurchase agreements collateralized by U.S.
government securities or non-U.S. government securities as U.S. or non-U.S.
government securities, as applicable.
The U.S. Current Income Fund intends to be "diversified", as such term is used
in the 1940 Act. This means that the Fund will not, with respect to 75% of the
Fund's total assets, purchase the securities of any one issuer (other than cash,
other investment companies and securities issued or guaranteed by the U.S.
government or its agencies and instrumentalities or government-sponsored
enterprises), if immediately after such purchase (a) more than 5% of the Fund's
total assets would be invested in the securities of that issuer or (b) the Fund
would hold more than 10% of the outstanding voting securities of that issuer.
Each of the other Funds is considered "non-diversified", as such term is used in
the 1940 Act.
GENERAL RISKS. An investment in a Fund should be made with an understanding that
the value of a Fund's portfolio and secondary market trading price is expected
to fluctuate. Each Fund's NAV and market price will change in response to a
variety of market conditions and other factors. An investor in a Fund could lose
money over short or even long periods of time. Although each Fund invests in
short-term U.S and/or non-U.S. money market securities, the Funds do not seek to
maintain a constant NAV and are not traditional money market funds. The price of
the securities held by the Funds, and thus the value of a Fund's portfolio, is
expected to fluctuate in accordance with general economic conditions, interest
rates, political events and other factors. An investment in a Fund should be
made with an understanding of the risks inherent in an investment in money
market securities. The value of money market securities, and the value of an
investment in a Fund, may change in response to changes in interest rates.
Generally, if U.S. interest rates rise, then the value of a U.S. money market
security is expected to decrease. Similarly, if non-U.S, interest rates rise,
the value of a money market security denominated in that non-U.S. currency would
also be expected to decrease. In general, securities with longer maturities are
more vulnerable to interest rate changes.
Investor perceptions may also impact the value of Fund investments and the value
of an investment in Fund shares. 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.
Issuer specific conditions may also affect the value of a Fund investment. The
financial condition of an issuer of a money market security may cause it to
default or become unable to pay interest or principal due on the security. A
Fund cannot collect interest and principal payments on a money market security
if the issuer defaults. Accordingly, the value of an investment in a Fund may
change in response to issuer defaults and changes in the credit ratings of the
Fund's portfolio securities.
3
Although the Funds attempt to invest in highly liquid securities and
instruments, there can be no guarantees that a liquid market for such securities
and instruments will be maintained. 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 holdings are limited.
FOREIGN SECURITIES RISK. Each International Currency Income Fund invests a
significant portion of its assets in non-U.S. securities and instruments, or in
instruments that provide exposure to such securities and instruments.
Investments in non-U.S. securities and instruments can involve additional risks
relating to political, economic, or regulatory conditions not associated with
investments in U.S. securities and instruments. These risks include trading,
settlement, custodial, and other operational risks, and, in some cases, less
stringent investor protection and disclosure standards. Non-U.S. jurisdictions
may also impose additional withholding and other taxes. Since non-U.S. markets
may be open on days when U.S. markets are closed, the value of the securities in
a Fund's portfolio may change on days when shareholders will not be able to
purchase or sell the Fund's shares. Each of these factors can increase the
volatility of an investment in Fund shares and have a negative effect on the
value of Fund shares.
FOREIGN CURRENCY RISK. Investments denominated in non-U.S. currencies and
investments in securities that provide exposure to such currencies, currency
exchange rates or interest rates are subject to non-U.S. currency risk. Changes
in currency exchange rates and the relative value of non-U.S. currencies will
affect the value of a Fund's investment and the value of your Fund shares.
Because each International Currency Income Fund's NAV is determined on the basis
of U.S. dollars, the U.S. dollar value of your investment in the Fund may go
down if the value of the local currency of the non-U.S. markets in which the
Fund invests depreciates against the U.S. dollar. This is true even if the local
currency value of securities in the Fund's holdings goes up. Conversely, the
dollar value of your investment in the Fund may go up if the value of the local
currency appreciates against the U.S. dollar.
The value of the U.S. dollar against other currencies is influenced by a variety
of factors. These factors include: national debt levels and trade deficits,
changes in balances of payments and trade, domestic and foreign interest and
inflation rates, global or regional political, economic or financial events,
monetary policies of governments, actual or potential government intervention,
and global energy prices. Political instability, the possibility of government
intervention and restrictive or opaque business and investment policies may also
reduce the value of a country's currency. Government monetary polices and the
buying or selling of currency by a country's government may also influence
exchange rates.
Currencies of developing market countries may be subject to significantly
greater risks than currencies of developed countries. Many developing market
countries have experienced steady declines or even sudden devaluations of their
currencies relative to the U.S. dollar. Some non-U.S. market currencies may not
be traded internationally, may be subject to strict limitations on foreign
investment and may be subject to frequent and unannounced government
intervention. Government intervention and currency controls can decrease the
value and significantly increase the volatility of an investment in non-U.S.
currency. Although the currencies of some developing market countries may be
convertible into U.S. dollars, the achievable rates may differ from those
experienced by domestic investors because of foreign investment restrictions,
withholding taxes, lack of liquidity or other reasons.
DIVERSIFICATION RISK. Although each Fund intends to invest in a variety of
securities and instruments, only the U.S. Current Income Fund will be considered
"diversified" as such term is used in the 1940 Act. Each International Currency
Income Fund will be considered "non-diversified" as such term is defined by the
1940 Act. A "non-diversified" classification means that a Fund has greater
latitude than a diversified fund to invest in a single issuer or a smaller
number of issuers. Therefore, each International Currency Income 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.
Each Fund does, however, intend to maintain the level of diversification
necessary to qualify as a RIC under Subchapter M of the Code. The Subchapter M
diversification tests generally require that (i) a Fund invest no more than 25%
of its total assets in securities (other than securities of the U.S. government
or other RICs) of any one issuer or two or more issuers that are controlled by
the Fund and that are engaged in the same, similar or related trades or
businesses, and (ii) at least 50% of a Fund's total assets consist of cash and
cash items, U.S. government securities, securities of other RICs and other
securities, with investments in such other securities limited in respect of any
one issuer to an amount not greater than 5% of the value of the Fund's total
assets and 10% of the outstanding voting securities of such issuer. These tax
requirements are generally applied at the end of each quarter of a Fund's
taxable year.
4
DEVELOPING MARKETS RISK. The Brazilian Real Fund, the Chinese Yuan Fund, the
Indian Rupee Fund and the South African Rand Fund each invests substantially all
of its assets in a market or markets considered to be "developing" or in
securities that provide exposure to such market(s). These Funds are sometimes
referred to herein as "Developing Market Funds." Investing in developing markets
may be subject to additional risks not associated with more developed economies.
Such risks may include: (i) the risk that government and quasi-government
entities may not honor their obligations, (ii) greater market volatility, (iii)
lower trading volume and liquidity, (iv) greater social, political and economic
uncertainty, (v) governmental controls on foreign investments and limitations on
repatriation of invested capital, (vi) the risk that governments and companies
may be held to lower disclosure, corporate governance, auditing and financial
reporting standards than companies in more developed markets, and (vii) the risk
that there may be less protection of property rights than in other countries.
Some developing markets have experienced and may continue to experience high
inflation rates, currency devaluations and economic recessions. Unanticipated
political or social developments may result in sudden and significant investment
losses, and may affect the ability of governments and government agencies in
these markets to meet their debt obligations. Developing markets are generally
less liquid and less efficient than developed securities markets. These and
other factors could have a negative impact on the Funds' performance and
increase the volatility of an investment in a Fund.
OFFSHORE INVESTOR RISK. The opportunity for U.S. investors to access non-U.S.
markets can be limited due to a variety of factors including foreign government
regulations, adverse tax treatment and currency convertibility issues. These
limitations or restrictions may impact the pricing of securities providing
offshore exposure to locally denominated non-U.S. securities. Therefore, the
returns achieved by U.S. investors could differ from those available to domestic
investors in non-U.S. markets.
INVESTMENTS IN BRAZIL. The Brazilian Real Fund seeks to achieve its investment
objective by investing in very short term money market securities denominated in
Brazilian Real and/or investments designed to provide exposure to Brazilian
currency and money market rates. Investing in Brazil involves certain
considerations not typically associated with investing in securities of United
States companies or the United States government, including: (i) investment and
repatriation controls, which could affect a 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, (ii) fluctuations in the rate of
exchange between the Brazilian Real and the U.S. dollar, (iii) the generally
greater price volatility and lesser liquidity that characterize Brazilian
securities markets, as compared with U.S. markets, (iv) the effect that balance
of trade could have on Brazilian economic stability and the Brazilian
government's economic policy, (v) potentially high rates of inflation, (vi)
governmental involvement in and influence on the private sector, (vii) Brazilian
accounting, auditing and financial standards and requirements, which differ from
those in the United States, (viii) political and other considerations, including
changes in applicable Brazilian tax laws, and (ix) restrictions on investments
by foreigners. While the economy of Brazil has enjoyed substantial economic
growth in recent years there can be no guarantee this growth will continue.
These and other factors could have a negative impact on the Fund's performance
and increase the volatility of an investment in the Fund.
INVESTMENTS IN CHINA. The Chinese Yuan Fund seeks to achieve its investment
objective by investing in very short term money market securities denominated in
Chinese Yuan and/or investments designed to provide exposure to Chinese currency
and money market rates. Investing in China involves special considerations not
typically associated with investing in countries with more democratic
governments or more established economies or currency markets. These risks
include: (i) the risk of nationalization or expropriation of assets or
confiscatory taxation, (ii) greater governmental involvement in and control over
the economy, interest rates and currency exchange rates, (iii) controls on
foreign investment and limitations on repatriation of invested capital, (iv)
greater social, economic and political uncertainty (including the risk of war),
(v) dependency on exports and the corresponding importance of international
trade, (vi) currency exchange rate fluctuations; and (vii) the risk that certain
companies in which the Fund may invest may have dealings with countries subject
to sanctions or embargoes imposed by the U.S. government or identified as state
sponsors of terrorism. The government of China maintains strict currency
controls in support of economic, trade and political objectives and regularly
intervenes in the currency market. The government's actions in this respect may
not be transparent or predictable. As a result, the value of the Yuan, and the
value of securities designed to provide exposure to the Yuan, can change quickly
and arbitrarily. Furthermore, it is difficult for foreign investors to directly
access money market securities in China because of investment and trading
restrictions. While the economy of China has enjoyed substantial economic growth
in recent years there can be no
5
guarantee this growth will continue. These and other factors may decrease the
value and liquidity of the Fund's investments, and therefore the value and
liquidity of an investment in the Fund.
INVESTMENTS IN INDIA. The Indian Rupee Fund seeks to achieve its investment
objective by investing in very short term money market securities denominated in
Indian Rupee and/or investments designed to provide exposure to Indian currency
and money market rates. Investments in India involve special considerations not
typically associated with investing in countries with more established economies
or currency markets. Political and economic conditions and changes in
regulatory, tax, or economic policy in India could significantly affect the
market in that country and in surrounding or related countries and have a
negative impact on a Fund's performance. Agriculture occupies a prominent
position in the Indian economy and the Indian economy therefore may be
negatively affected by adverse weather conditions. The Indian government has
exercised and continues to exercise significant influence over many aspects of
the economy, and the number of public sector enterprises in India is
substantial. While the Indian government has implemented economic structural
reform with the objective of liberalizing India's exchange and trade policies,
reducing the fiscal deficit, controlling inflation, promoting a sound monetary
policy, reforming the financial sector, and placing greater reliance on market
mechanisms to direct economic activity, there can be no assurance that these
policies will continue or that the economic recovery will be sustained. While
the government of India is moving to a more liberal approach, it still places
restrictions on the capability and capacity of foreign investors to access and
trade Rupee directly. Foreign investors in India still face burdensome taxes on
investments in income producing securities. While the economy of India has
enjoyed substantial economic growth in recent years there can be no guarantee
this growth will continue. These and other factors may decrease the value and
liquidity of the Fund's investments, and therefore the value and liquidity of an
investment in the Fund.
INVESTMENTS IN NEW ZEALAND. The New Zealand Dollar Fund seeks to achieve its
investment objective by investing in very short term money market securities
denominated in New Zealand Dollars and/or investments designed to provide
exposure to New Zealand currency and money market rates. Investing in New
Zealand involves certain considerations not typically associated with investing
in securities of United States companies or the United States government. New
Zealand is generally considered to be a developed market, and investments in New
Zealand generally do not have risks associated with them that are present with
investments in developing or "emerging" markets. The health of the economy is
strongly tied to commodity exports and has historically been vulnerable to
global slowdowns.
INVESTMENTS IN SOUTH AFRICA. The South African Rand Fund seeks to achieve its
investment objective by investing in very short term money market securities
denominated in South African Rand and/or investments designed to provide
exposure to South African currency and money market rates. Investing in South
Africa involves special considerations not typically associated with investing
in countries with more established economies or currency markets. 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. South Africa's two-tiered economy, with one rivaling other
developed countries and the other exhibiting many characteristics of developing
countries, is characterized by uneven distribution of wealth and income. This
may cause civil and social unrest, which could adversely impact the South
African economy. In addition, there is a serious health crisis due to high rates
of human immunodeficiency virus (HIV). South Africa's currency has fluctuated
significantly in 2008 and may be vulnerable to significant devaluation. There
can be no assurance that initiatives by the government to address these issues
will achieve the desired results. While the economy of South Africa has enjoyed
substantial economic growth in recent years there can be no guarantee this
growth will continue. These and other factors could have a negative impact on
the Funds' performance and increase the volatility of an investment in a Fund.
TAX RISK. To qualify for the favorable U.S. federal income tax treatment
accorded to RICs, a Fund must, among other things, derive in each taxable year
at least 90% of its gross income from certain prescribed sources. The U.S.
Treasury Department has authority to issue regulations that would exclude
foreign currency gains from qualifying income if such gains are not directly
related to a fund's business of investing in stock or securities. Accordingly,
6
regulations may be issued in the future that could treat some or all of a Fund's
foreign currency gains as non-qualifying income, which might jeopardize the
Fund's status as a RIC for all years to which the regulations are applicable. If
for any taxable year a Fund does not qualify as a RIC, all of its taxable income
(including its net capital gain) for that year would be subject to tax at
regular corporate rates without any deduction for distributions to shareholders,
and such distributions would be taxable to shareholders as dividend income to
the extent of the Fund's current and accumulated earnings and profits.
SPECIFIC INVESTMENT STRATEGIES
A description of certain investment strategies and types of investments that may
be used by some or all of the Funds is set forth below.
U.S. GOVERNMENT SECURITIES. Each Fund may purchase short-term obligations issued
or guaranteed by the U.S. Treasury or the agencies or instrumentalities of the
U.S. government. U.S. government securities are obligations of, or guaranteed
by, the U.S. government, its agencies or government-sponsored enterprises. U.S.
government securities are subject to market and interest rate risk, and may be
subject to varying degrees of credit risk. U.S. government securities include
inflation-indexed fixed income securities, such as U.S. Treasury Inflation
Protected Securities (TIPS). U.S. government securities include zero coupon
securities, which tend to be subject to greater market risk than interest-paying
securities of similar maturities.
NON-U.S. GOVERNMENT SECURITIES AND SECURITIES OF SUPRANATIONAL ENTITIES. Each
Fund may invest in short-term securities issued or guaranteed by non-U.S.
governments, agencies and instrumentalities. The U.S. Current Income Fund does
not intend to invest in non-U.S. government securities, though it reserves the
right to do so. Non-U.S. government securities include direct obligations, as
well as obligations guaranteed by a foreign government. These guarantees do not
guarantee the market value of the obligations, which can increase or decrease in
value. Securities issued by supranational entities include securities issued by
organizations designated or supported by governmental entities to promote
economic development and international financial institutions and related
government agencies, such as the World Bank. These securities are subject to
varying degrees of credit risk and interest rate risk.
BANK DEPOSITS AND OBLIGATIONS. The Funds may invest in deposits and other
obligations of U.S. and non-U.S. banks and financial institutions. Deposits and
obligations of banks and financial institutions include certificates of deposit,
time deposits, and bankers' acceptances. Certificates of deposit and time
deposits represent an institution's obligation to repay funds deposited with it
that earn a specified interest rate. Certificates of deposit are negotiable
certificates, while time deposits are non-negotiable deposits. A banker's
acceptance is a time draft drawn on and accepted by a bank that becomes a
primary and unconditional liability of the bank upon acceptance. Investments in
obligations of non-U.S. banks and financial institutions may involve risks that
are different from investments in obligations of U.S. banks. These risks include
future unfavorable political and economic developments, seizure or
nationalization of foreign deposits, currency controls, interest limitations or
other governmental restrictions that might affect the payment of principal or
interest on the securities held in the Fund.
COMMERCIAL PAPER. Commercial paper is an unsecured short-term promissory note
with a fixed maturity of no more than 270 days issued by corporations, generally
to finance short-term business needs. The commercial paper purchased by the U.S.
Current Income Fund and the International Currency Income Funds (other than the
Developing Market Funds) generally will be rated in the upper two short-term
ratings by at least two NSROs or if unrated, deemed to be of equivalent quality
by the WisdomTree Asset Management or the Sub-Adviser.
If a security satisfies the rating requirement upon initial purchase and is
subsequently downgraded, a Fund is not required to dispose of the security. In
the event of such an occurrence, WisdomTree Asset Management or the Sub-Adviser
will determine what action, including potential sale, is in the best interest of
the Fund.
Each Fund may also purchase unrated commercial paper provided that such paper is
determined to be of comparable quality by WisdomTree Asset Management or the
Sub-Adviser. Commercial paper issues in which each Fund may invest include
securities issued by corporations without registration under the Securities Act
of 1933 (the "Securities Act") in reliance on the exemption from such
registration afforded by Section 3(a)(3) thereof, and commercial paper issued in
reliance on the so-called "private placement" exemption from registration, which
is afforded by Section 4(2) of the Securities Act ("Section 4(2) paper").
Section 4(2) paper is restricted as to
7
disposition under the federal securities laws in that any resale must similarly
be made in an exempt transaction. Section 4(2) paper is normally resold to other
institutional investors through or with the assistance of investment dealers who
make a market in Section 4(2) paper, thus providing liquidity.
CORPORATE DEBT OBLIGATIONS. The Funds also may invest in corporate debt
obligations with less than 397 calendar days remaining to maturity. Corporate
debt securities are interest-bearing securities in which the corporate issuer
has a contractual obligation to pay interest at a stated rate on specific dates
and to repay principal periodically or on a specified maturity date. Investments
will be limited to securities rated in the top three long-term rating categories
by at least one NSRO, or if unrated, deemed to be of equivalent quality. If a
security satisfies the rating requirement upon initial purchase and is
subsequently downgraded, a Fund is not required to dispose of the security. In
the event of such an occurrence, WisdomTree Asset Management or the Sub-Adviser
will determine what action, including potential sale, is in the best interest of
the Fund.
FLOATING AND ADJUSTABLE RATE NOTES. The Funds may purchase floating rate and
adjustable rate obligations, such as demand notes, bonds, and commercial paper.
These securities may bear interest at a rate that resets based on standard money
market indices or are remarketed at current market rates. They may permit the
holder to demand payment of principal at any time or at specified intervals not
exceeding 397 days. The issuer of such obligations may also have the right to
prepay, in its discretion, the principal amount of the obligations plus any
accrued interest. The "reset date" of securities held by the Funds may not be
longer than 397 days (and therefore would be considered to be within the Funds'
general maturity restriction of 397 days).
MORTGAGE-BACKED AND ASSET BACKED SECURITIES. Each Fund may invest in mortgage
backed and asset-backed securities. Mortgage-backed securities are secured (or
backed) by pools of commercial or residential mortgages. Asset-backed securities
are secured (or backed) by other types of assets, such as automobile loans,
installment sale contracts, credit card receivables or other similar assets.
Mortgage-backed and asset-backed securities are issued by entities such as
Ginnie Mae, Fannie Mae, the Federal Home Loan Mortgage Corporation, commercial
banks, trusts, special purpose entities, finance companies, finance subsidiaries
of industrial companies, savings and loan associations, mortgage banks and
investment banks.
Investing in mortgage-backed and asset-backed securities is subject to credit
risk and interest rate risk. They are also subject to the risk of prepayment,
which can change the nature and extent of the Fund's interest rate risk. The
market for mortgage-backed securities may not be liquid under all interest rate
scenarios, which may prevent the Fund from selling such securities held in its
portfolio at times or prices that it desires.
FOREIGN CURRENCY TRANSACTIONS. Each Fund may engage in foreign currency
transactions (though the U.S. Current Income Fund does not intend to do so).
Each Fund may invest directly in foreign currencies in the form of bank and
financial institution deposits, certificates of deposit, and bankers acceptances
denominated in a specified non-U.S. currency.
Each Fund may enter into foreign currency exchange transactions. Each Fund will
conduct its foreign currency exchange transactions either on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign currency exchange market, or by
entering into forward currency contracts to purchase or sell foreign currencies
or forward currency swaps to exchange cash flows based on the notional
difference among two or more currencies.
DERIVATIVES. Each Fund may use derivative instruments as part of its investment
strategies. The Brazilian Real Fund, Chinese Yuan Fund, Indian Rupee Fund, New
Zealand Dollar Fund and South African Rand Fund will likely have a greater
portion of their assets invested through derivative instruments than the other
Funds. The other Funds do not intend to use derivatives to a significant extent,
though they reserve the right to do so.
Generally, derivatives are financial contracts whose value depends upon, or is
derived from, the value of an underlying asset, reference rate or index, and may
relate to bonds, interest rates, currencies, commodities, and related indexes.
Examples of derivative instruments include forward currency contracts, currency
and interest rate swaps, currency options, futures contracts, options on futures
contracts and swap agreements. A Fund's use of derivative instruments will be
underpinned by investments in short term, high-quality U.S. money market
securities.
With respect to certain kinds of derivative transactions entered into by the
Funds that involve obligations to make future payments to third parties,
including, but not limited to, futures, forward contracts, swap contracts, the
purchase
8
of securities on a when-issued or delayed delivery basis, or reverse repurchase
agreements, under applicable federal securities laws, rules, and interpretations
thereof, the Fund must "set aside" (referred to sometimes as "asset
segregation") liquid assets, or engage in other measures to "cover" open
positions with respect to such transactions. For example, with respect to
forward foreign currency exchange contracts and futures contracts that are not
contractually required to "cash-settle," the Fund must cover its open positions
by setting aside liquid assets equal to the contracts' full, notional value,
except that deliverable foreign currency exchange contracts for currencies that
are liquid will be treated as the equivalent of "cash-settled" contracts. As
such, the Fund may set aside liquid assets in an amount equal to the Fund's
daily marked-to-market (net) obligation (i.e., the Fund's daily net liability if
any) rather than the full notional amount under such deliverable forward foreign
currency exchange contracts. With respect to forward foreign currency exchange
contracts and futures contracts that are contractually required to
"cash-settle," the Fund may set aside liquid assets in an amount equal to the
Fund's daily marked-to-market (net) obligation rather than the notional value.
The Fund reserves the right to modify its asset segregation policies in the
future.
FORWARD CURRENCY CONTRACTS. A forward currency contract involves a privately
negotiated obligation to purchase or sell a specific currency at a future date
(usually less than one year) at a price set at the time of the contract. These
contracts are traded in the interbank market conducted directly between currency
traders (usually large, commercial banks) and their customers. Each Fund may
enter into forward currency contracts in order to "lock in" the exchange rate
between the currency it will deliver and the currency it will receive for the
duration of the contract. The settlement of the contracts may occur with the
delivery of a specified amount of currency or a net cash settlement in a base
currency equivalent to the market value of the contract. Each Fund may invest in
a combination of forward currency contracts and U.S. dollar-denominated money
market securities in an attempt to obtain an investment result that is similar
to a direct investment in a foreign currency denominated instrument. This
investment technique, if successful, creates a "synthetic" position in the
particular foreign currency instrument the Fund is trying to duplicate.
NON-DELIVERABLE FORWARD CONTRACTS. A non-deliverable forward contract is a
forward contract where there is no physical settlement of two currencies at
maturity. Non-deliverable forward contracts are contracts between parties in
which one party agrees to make periodic payments to the other party (the
"Counterparty") based on the change in market value or level of a specified
currency. In return, the Counterparty agrees to make periodic payments to the
first party based on the return of a different specified currency.
Non-deliverable forward contracts will usually be done on a net basis, each Fund
receiving or paying only the net amount of the two payments. The net amount of
the excess, if any, of each Fund's obligations over its entitlements with
respect to each non-deliverable forward contract is accrued on a daily basis and
an amount of cash or highly liquid securities having an aggregate value at least
equal to the accrued excess is maintained in an account at the Trust's custodian
bank. The risk of loss with respect to non-deliverable forward contracts
generally is limited to the net amount of payments that a Fund is contractually
obligated to make or receive. Non-deliverable forward contracts are also subject
to the risk that the counterparty will default on its obligations.
CURRENCY AND INTEREST RATE SWAPS. Each of the Funds may enter into swap
agreements, including interest rate swaps and currency swaps. A typical interest
rate swap involves the exchange of a floating interest rate payment for a fixed
interest payment. A typical foreign currency swap involves the exchange of cash
flows based on the notional difference among two or more currencies (e.g., the
U.S. dollar and the Brazilian Real). Swap agreements may be used to achieve
exposure to, for example, currencies, interest rates, and money market
securities without actually purchasing such currencies or securities. Each
International Currency Income Fund will use swap agreements to invest in a
market without owning or taking physical custody of the underlying securities in
circumstances in which direct investment is restricted for legal reasons or is
otherwise impracticable. Swap agreements will tend to shift a Fund's investment
exposure from one type of investment to another or from one payment stream to
another. 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 currencies, corporate borrowing rates, or other factors, and
may increase or decrease the overall volatility of a Fund's investments and its
share price.
CURRENCY OPTIONS. Each Fund may buy or sell put and call options on foreign
currencies either on exchanges or in the over-the-counter market. A put option
on a foreign currency gives the purchaser of the option the right to sell a
foreign currency at the exercise price until the option expires. A call option
on a foreign currency gives the purchaser of the option the right to purchase
the currency at the exercise price until the option expires.
9
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The International Currency
Income Funds may use futures contracts and related options: (i) to attempt to
gain exposure to foreign currencies, and (ii) to attempt to gain exposure to a
particular market, instrument or index.
A futures contract may generally be described as an agreement for the future
sale by one party and the purchase by another of a specified security or
instrument at a specified price and time. An option on a futures contract gives
the purchaser the right, in exchange for payment of a premium, to assume a
position in a futures contract at a specified exercise price during the term of
the option. A put option gives the purchaser of the option the right to sell,
and the writer of the option the obligation to buy, the underlying security or
instrument at any time during the option period. A call option on a security
gives the purchaser of the option the right to buy, and the writer of the option
the obligation to sell, the underlying security or instrument at any time during
the option period.
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 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. This is designed to result in a fixed
rate of return for the Fund insulated from market fluctuations during the
holding period. Although they are collateralized, repurchase agreements are
subject to market and credit risk. As discussed herein, the Fund may not invest
more than 10% of its net assets in illiquid securities. A repurchase agreement
maturing in more than seven days may be considered an illiquid security.
REVERSE REPURCHASE AGREEMENTS. Each Fund may enter into reverse repurchase
agreements. Reverse repurchase agreements are a type of borrowing in which a
Fund sells securities to a third party and agrees to repurchase the securities
from the third party 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.
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.
ILLIQUID SECURITIES. Each Fund may invest up to an aggregate amount of 10% 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 10% of
its assets invested in illiquid or not readily marketable securities.
FINANCIAL SECTOR INVESTMENTS. The Funds may invest in companies that are
considered to be in the financial sector, including commercial banks, brokerage
firms, diversified financial services, a variety of firms in all segments of the
insurance industry (such as multi-line, property and casualty, and life
insurance) and real estate related companies.
The financial sector is currently undergoing relatively rapid change as existing
distinctions between financial service segments become less clear. For example,
recent business combinations have included insurance, finance, and securities
brokerage under single ownership. Some primarily retail corporations have
expanded into securities
10
and insurance industries. Moreover, the federal laws generally separating
commercial and investment banking are currently being studied by Congress.
Rule 12d3-1 under the 1940 Act limits the extent to which a fund may invest in
the securities of any one company that derives more than 15% of its revenues
from brokerage, underwriting or investment management activities. A fund may
purchase securities of an issuer that derived more than 15% of its gross
revenues in its most recent fiscal year from securities-related activities,
subject to the following conditions: (1) the purchase cannot cause more than 5%
of the fund's total assets to be invested in securities of that issuer; (2) for
any equity security, the purchase cannot result in the fund owning more than 5%
of the issuer's outstanding securities in that class; and (3) for a debt
security, the purchase cannot result in the fund owning more than 10% of the
outstanding principal amount of the issuer's debt securities.
In applying the gross revenue test, an issuer's own securities-related
activities must be combined with its ratable share of securities-related
revenues from enterprises in which it owns a 20% or greater voting or equity
interest. All of the above percentage limitations, as well as the issuer's gross
revenue test, are applicable at the time of purchase. With respect to warrants,
rights, and convertible securities, a determination of compliance with the above
limitations shall be made as though such warrant, right, or conversion privilege
had been exercised. The Funds will not be required to divest their holdings of a
particular issuer when circumstances subsequent to the purchase cause one of the
above conditions to not be met. The purchase of a general partnership interest
in a securities-related business is prohibited.
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 fundamental investment restrictions
or policies.
PROXY VOTING POLICY
The Trust has adopted as its proxy voting policies for each Fund the proxy
voting guidelines of Mellon Capital. The Trust has delegated to Mellon Capital
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 Mellon Capital's role in implementing such guidelines.
Mellon Capital, through their participation on BNY Mellon's Proxy Policy
Committee ("PPC"), have each adopted a Proxy Voting Policy, related procedures,
and voting guidelines which are applied to those client accounts over which it
has been delegated the authority to vote proxies. In voting proxies, Mellon
Capital seeks to act solely in the best financial and economic interest of the
applicable client. Mellon Capital will carefully review proposals that would
limit shareholder control or could affect the value of a client's investment. It
will generally oppose proposals designed to insulate an issuer's management
unnecessarily from the wishes of a majority of shareholders. It will generally
support proposals designed to provide management with short-term insulation from
outside influences so as to enable them to bargain effectively with potential
suitors and otherwise achieve long-term goals. On questions of social
responsibility where economic performance does not appear to be an issue, Mellon
Capital will attempt to ensure that management reasonably responds to the social
issues. Responsiveness will be measured by management's efforts to address the
proposal including, where appropriate, assessment of the implications of the
proposal to the ongoing operations of the company. The PPC will pay particular
attention to repeat issues where management has failed in its commitment in the
intervening period to take actions on issues. Mellon Capital recognizes its
their duty to vote proxies in the best interests of its clients. Mellon Capital
seeks to avoid material conflicts of interest through its participation in the
PPC, which applies detailed, pre-determined proxy voting guidelines (the "Voting
Guidelines") in an objective and consistent manner across client accounts, based
on internal and external research and recommendations provided by a third party
vendor, and without consideration of any client relationship factors. Further,
Mellon Capital and its affiliates engage a third party as an independent
fiduciary to vote all proxies for BNY Mellon securities and affiliated mutual
fund securities.
All proxy voting proposals are reviewed, categorized, analyzed and voted in
accordance with the Voting Guidelines. These guidelines are reviewed
periodically and updated as necessary to reflect new issues and any changes in
our policies on specific issues. Items that can be categorized under the Voting
Guidelines will be voted in accordance with any applicable guidelines or
referred to the PPC, if the applicable guidelines so require. Proposals that
cannot be categorized under the Voting Guidelines will be referred to the PPC
for discussion and
11
vote. Additionally, the PPC may review any proposal where it has identified a
particular company, industry or issue for special scrutiny. With regard to
voting proxies of foreign companies, the Adviser weighs the cost of voting, and
potential inability to sell the securities (which may occur during the voting
process) against the benefit of voting the proxies to determine whether or not
to vote.
In evaluating proposals regarding incentive plans and restricted stock plans,
the PPC typically employs a shareholder value transfer model. This model seeks
to assess the amount of shareholder equity flowing out of the company to
executives as options are exercised. After determining the cost of the plan, the
PPC evaluates whether the cost is reasonable based on a number of factors,
including industry classification and historical performance information. The
PPC generally votes against proposals that permit the repricing or replacement
of stock options without shareholder approval or that are silent on repricing
and the company has a history of repricing stock options in a manner that the
PPC believes is detrimental to shareholders.
A complete copy of the Proxy Voting Policy may be obtained by writing to: Diane
Leake at 500 Grant Street, Suite 4200, Pittsburgh, PA 15258.
The Trust is required to disclose annually the Funds' complete proxy voting
record on Form N-PX covering the period from July 1 of one year through June 30
of the next and to file N-PX with the SEC no later than August 31 of each year.
The current Form N-PX for the Funds is available at no charge upon request by
calling 866-909-9473 or through the Trust's website at www.wisdomtree.com. The
Funds' Form N-PX is also available on the SEC's website at www.sec.gov.
PORTFOLIO HOLDINGS DISCLOSURE POLICY
The Trust has adopted a Portfolio Holdings Policy (the "Policy") designed to
govern the disclosure of Fund portfolio holdings and the use of material
non-public information about Fund holdings. The Policy applies to all officers,
employees, and agents of the Funds, including the Adviser and any Sub-Adviser
(together, the "Advisers"). The Policy is designed to ensure that the disclosure
of information about each Fund's portfolio holdings is consistent with
applicable legal requirements and otherwise in the best interest of each Fund.
The Funds are considered to be "actively managed" exchange traded funds. As
such, each Fund is required by the SEC to disclose on the Funds' website at the
start of each Business Day the identities and quantities of the securities and
other assets held by each Fund that will form the basis of the Fund's
calculation of its net asset value ("NAV") on that Business Day. The portfolio
holdings so disclosed will be based on information as of the close of business
on the prior Business Day and/or trades that have been completed prior to the
opening of business on that Business Day and that are expected to settle on that
Business Day.
As exchange traded funds, information about each Fund's portfolio holdings is
made available on a daily basis in accordance with the provisions of any Order
of the Securities and Exchange Commission ("SEC") applicable to the Funds,
regulations of the Funds' Listing Exchange and other applicable SEC regulations,
orders and no-action relief. Such information typically reflects all or a
portion of a Fund's anticipated portfolio holdings as of the next Business Day.
This information is used in connection with the Creation and Redemption process
and is disseminated on a daily basis through the facilities of the Listing
Exchange, the National Securities Clearing Corporation ("NSCC") and/or third
party service providers.
Daily access to each Fund's portfolio holdings is permitted to personnel of the
Advisers, the Distributor and the Funds' administrator, custodian and accountant
and other agents or service providers of the Trust who have need of such
information in connection with the ordinary course of their respective duties to
the Funds. The Funds Chief Compliance Officer may authorize disclosure of
portfolio holdings.
Each Fund may disclose its complete portfolio holdings or a portion of its
portfolio holdings online at www.wisdomtree.com. Online disclosure of such
holdings is publicly available at no charge.
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.
12
No person is authorized to disclose a Fund's portfolio holdings or other
investment positions except in accordance with the Policy. The Trust's Board
reviews the implementation of the Policy on a periodic basis.
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 and its investment objective
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 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 non-U.S. government, or their
respective 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 intends to concentrate in the financial sector.
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
1940 Act. 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
13
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 investments that are tied economically to the particular
country or geographic region 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 trade
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
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.
14
MANAGEMENT OF THE TRUST
Trustees 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., 380 Madison Avenue, 21st Floor, New York, NY 10017.
Interested Trustee and Officers
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 Officers Officers
-------------------- ----------- ----------- ------------------------------------------------ ------------ -------------
Jonathan Steinberg Trustee, Trustee Chief Executive Officer of WisdomTree 48 None.
(1964) President* and officer Investments, Inc. (formerly, Index Development
since 2005 Partners, Inc.) and Director of WisdomTree
Investments, Inc. since 1989.
Amit Muni Treasurer*, Officer Chief Financial Officer and Assistant Secretary 48 None.
(1969) Assistant since 2008 of WisdomTree Investments, Inc. (formerly, Index
Secretary* Development Partners, Inc.) since March 2008;
International Securities Exchange Holdings, Inc.
(ISE), Controller and Chief Accounting Officer
from 2003 to 2008; Instinet Group Inc., Vice
President Finance from 2000 to 2003.
Richard Morris Secretary*, Officer Deputy General Counsel of WisdomTree 48 None.
(1967) Chief since 2005 Investments, Inc. since 2005; Senior Counsel at
Legal Barclays Global Investors, N.A. from 2002 to
Officer* 2005; Counsel at Barclays Global Investors, N.A.
from 2000 to 2001.
----------
* Elected by and serves at the pleasure of the Board of Trustees.
15
Independent Trustees
Term of Number of
Office Portfolios
and in Fund Other
Length Complex Directorships
of Time Principal Occupation(s) During Overseen Held by
Name (year of birth) Position Served the Past 5 Years by Trustee Trustee
-------------------- ----------- ----------- ------------------------------------------------ ------------ -------------
Gregory Barton Trustee Trustee General Counsel of Martha Stewart Living 48 None.
(1961)* since 2006 Omnimedia, Inc. Since 2007; Executive Vice
President of Licensing and Legal Affairs,
General Counsel and Secretary of Ziff Davis
Media Inc. from 2003 to 2007; 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 E. Rogers 48 None.
(1955)** since 2006 College of Law since 1999; Professor at
University of Arizona James E. Rogers College
of Law since 1990.
Victor Ugolyn Trustee, Trustee Private Investor - 2005 to Present; President 48 Trustee on
(1947) Chairman of since 2006 and Chief Executive Officer of William D. Board of
the Board Witter, Inc. from 2005 to 2006; Consultant to Trustees of
of Trustees AXA Enterprise in 2004; Chairman, President and Naismith
Chief Executive Officer of Enterprise Capital Memorial
Management (subsidiary of The MONY Group, Inc.) Basketball
and Enterprise Group of Funds, Chairman of MONY Hall of Fame;
Securities Corporation, and Chairman of the Member of the
Fund Board of Enterprise Group of Funds from Board of
1991 to 2004. Overseers of
the Hoover
Institution
at Stanford
University.
----------
* Chair of the Audit Committee.
** Chair of the Governance and Nominating Committee.
16
The following table sets forth, as of December 31, 2007 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 Over $100,000 Over $100,000
Independent Trustees:
Gregory Barton Over $100,000 Over $100,000
Toni Massaro $0 - $10,000 $0 - $10,000
Victor Ugolyn $50,001 - $100,000 $50,001 - $100,000
As of December 31, 2007 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 (v) 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.
Governance and Nominating Committee. Each Independent Trustee is also a member
of the Trust's Governance and Nominating Committee. The principal
responsibilities of the Governance and Nominating Committee are to (i) oversee
Fund governance matters and (ii) identify individuals qualified to serve as
Independent Trustees of the Trust and to recommend its nominees for
consideration by the full Board. While the Governance and 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
Governance and 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 Adviser and the Sub-Adviser at each quarterly meeting of the
Board of Trustees. While particular emphasis will be placed on information
concerning profitability,
17
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 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 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 Adviser have
entered into an investment advisory agreement covering each Fund. Each such
Agreement is an "Advisory Agreement." At a meeting held on March 25, 2008 the
Board of Trustees, including a majority of the Independent Trustees, approved
the Advisory Agreement with WisdomTree Asset Management ("WTAM") for each Fund.
In approving the Advisory Agreements with WTAM, the Board reviewed and analyzed
the factors it deemed relevant, including: (i) the nature, quality and extent of
the services to be provided to the Funds by WTAM; (ii) WTAM's personnel and
operations; (iii) WTAM's financial condition; (iv) the level and method of
computing each Fund's advisory fee; (v) the anticipated profitability of WTAM
under the Advisory Agreement; (vi) "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); (vii) the anticipated
effect of growth and size on each Fund's performance and expenses; and (viii)
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 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 Adviser to 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 each Fund's Sub-Adviser,
Mellon Capital and Dreyfus using essentially the same criteria it used for WTAM.
The Board considered each Sub-Adviser's operational capabilities and resources
and Sub-Adviser's experience in serving as an adviser, noting in particular that
an affiliate, BNY Investment Advisors ("BNYIA"), currently provides investment
advisory and management services to other series of the Trust. The Board also
noted that The Bank of New York ("BNY"), an affiliate of each Sub-Adviser, 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 each Sub-Adviser 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 each Sub-Adviser under
the Sub-Advisory Agreement. The Board also noted that each Sub-Adviser will be
responsible for compensating BNY for providing services to the Funds. Based on
these considerations and the overall high quality of the personnel, operations,
financial condition, investment advisory capabilities, methodologies, and
performance of WTAM and each Sub-Adviser, 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.
18
Each Independent Trustee receives annual compensation of $112,000. The Audit
Committee Chairman will be paid an additional 10 per cent of this amount and the
Independent Chairman of the Board will be paid an additional 50 per cent of this
amount. The Trust also reimburses each Trustee for travel and other
out-of-pocket expenses incurred by him/her in connection with attending such
meetings. Previously, each Independent Trustee received annual compensation of
$40,000. The Audit Committee Chairman was paid an additional 10 per cent of this
amount and the Independent Chairman of the Board was paid an additional 50 per
cent of this amount.
The following table sets forth the estimated compensation to be paid by the
Trust to the Trustees.
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 Interested Compensation Part of Company Benefits upon From the Funds and
Trustee from the Trust Expenses Retirement Fund Complex
---------------------- -------------- ---------------------- ----------------- ------------------
Gregory Barton $123,200 None None $123,200
Toni Massaro $112,000 None None $112,000
Victor Ugolyn $168,000 None None $168,000
Trustees and officers of the Trust collectively owned less than 1% of each of
the Trust's outstanding shares as of December 31, 2007.
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 other than other series of the Trust 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 380 Madison Avenue
21st Floor, New York, NY 10017.
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.
Each Fund pays WisdomTree Asset Management the Management Fee indicated below.
Name of Fund Management Fee
------------------------------------------------ ----------------
WisdomTree U.S. Current Income Fund 0.25%
WisdomTree Dreyfus Brazilian Real Fund 0.45%
WisdomTree Dreyfus Chinese Yuan Fund 0.45%
WisdomTree Dreyfus Euro Fund 0.35%
WisdomTree Dreyfus Indian Rupee Fund 0.45%
WisdomTree Dreyfus Japanese Yen Fund 0.35%
WisdomTree Dreyfus New Zealand Dollar Fund 0.45%
WisdomTree Dreyfus South African Rand Fund 0.45%
With respect to each Fund, WisdomTree Asset Management agrees to pay all
expenses of the Trust, except for: (i) brokerage expenses and other expenses
(such as stamp taxes) connected with the execution of portfolio transactions or
in connection with creation and redemption transactions; (ii) legal fees or
expenses in connection with any arbitration, litigation or pending or threatened
arbitration or litigation, including any settlements in connection therewith;
(iii) compensation and expenses of the Trustees of the Trust who are not
officers,
19
directors/trustees, partners or employees of the Adviser or its affiliates (the
"Independent Trustees"); (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 the Adviser
hereunder. Each Sub-Adviser has agreed to pay the fees owed to BNY for providing
Custody, Administration and Transfer Agency Services.
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 is also 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).
Sub-Adviser. Mellon Capital Management Corporation serves as the Sub-Adviser for
the WisdomTree U.S. Current Income Fund. Mellon Capital is a leading innovator
in the investment industry and manages global quantitative-based investment
strategies for institutional and private investors with its principal office
located at 50 Fremont Street, Suite 3900, San Francisco, CA 94105. As of
February 29, 2008, Mellon Capital had assets under management totaling
approximately $216 billion. Mellon Capital is a wholly-owned indirect subsidiary
of The Bank of New York Mellon Corporation ("BNY Mellon"), a publicly traded
financial holding company.
The Sub-Adviser for the WisdomTree International Currency Income Funds is The
Dreyfus Corporation located at 200 Park Avenue, New York, New York 10166. As of
February 29, 2008, Dreyfus has assets under management totaling approximately
$276 billion. Dreyfus is a wholly-owned subsidiary of BNY Mellon.
With respect to each Fund, WisdomTree Asset Management pays the sub-adviser to
such Fund a fee equal to one-half of the fee paid to WisdomTree Asset Management
for providing advisory services to such Fund.
Mellon Capital and Dreyfus believe 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 Mellon Capital or Dreyfus from continuing to perform services for
the Trust. If this happens, the Board would consider selecting other qualified
firms.
Portfolio Managers. Mellon Capital and Dreyfus each utilize teams of investment
professionals acting together to manage the assets of the Funds. The teams meet
regularly to review portfolio holdings and to discuss purchase and sale
activity. The teams adjust holdings in the portfolio as they deem appropriate in
the pursuit of each Fund's investment objectives. The individual members of the
team who are primarily responsible for the day-to-day management of each Funds'
portfolio are listed below.
David C. Kwan has been a Managing Director of Mellon Capital since 2000. He has
also been the Head of Fixed Income Management Group since 1994 and the Head of
the Trading Group since 1996. Mr. Kwan has direct oversight responsibility for
the management of the Funds. Mr. Kwan has had various positions and
responsibilities at Mellon Capital since he joined in 1990, one of which was
management of the firm's Enhanced Asset Allocation Fund. He received his M.B.A.
degree from University of California at Berkeley in 1990. Mr. Kwan has 17 years
of investment experience.
Zandra Zelaya has been a Vice President, Fixed Income at Mellon Capital since
November 2007. Ms. Zelaya joined Mellon Capital in 1997 as a fixed income
associate. Throughout the years she has held various positions in the Fixed
Income Management group including Associate Portfolio Manager from 1999 to
January 2002, Senior
20
Portfolio Manager from 2002 to 2006 and Assistant Vice President from 2006 to
her recent promotion as Vice President. Prior to joining Mellon Capital she
worked as client support for fixed income analytics and managed the data
analytics department at Gifford Fong Associates. Ms. Zelaya has attained the
Chartered Financial Analyst ("CFA") designation. She graduated with a B.S. from
California State University, Hayward. Ms. Zelaya has 13 years of investment
experience.
Andrew Tang is a senior portfolio manager and trader at Mellon Capital since he
joined the firm in 2006. Prior to joining Mellon Capital, Mr. Tang was a
portfolio manager for Barclays Global Investor, a fixed income investment
officer at Oregon State Treasury, a rate analyst at Tenneco Gas and a senior
investment and financial analyst at Metropolitan Transit Authority.
Mr. Kwan, Ms. Zelaya and Mr. Tang will manage the International Currency Income
Funds in their capacity as dual employees of The Dreyfus Corporation. Mr. Kwan
and Ms. Zelaya have been employees of Dreyfus since 2005. Mr. Tang has been a
Dreyfus employee since 2008.
Each portfolio manager is responsible for various functions related to portfolio
management, including, but not limited to, investing cash inflows, implementing
investment strategy, researching and reviewing investment strategy, and
overseeing members of his or her portfolio management team with more limited
responsibilities. Each portfolio manager is authorized to make investment
decisions for all portfolios managed by the team. Each portfolio manager has
appropriate limitations on his or her authority for risk management and
compliance purposes. No member of the portfolio team manages assets outside of
the team. Each portfolio manager has managed each Fund since its inception.
As of December 31, 2007, the team managed eight other registered investment
companies with approximately $1.66 billion in assets; twenty-four pooled
investment vehicles with approximately $8.9 billion in assets and twenty two
other accounts with approximately $4.08 billion in assets.
Portfolio Manager Fund Ownership. As of the date hereof, none of the portfolio
managers owned shares of the Funds.
Portfolio Manager Compensation. The portfolio managers are dual employees of
Mellon Capital and Dreyfus. Mellon Capital's and Dreyfus' portfolio managers
responsible for managing funds are generally eligible for compensation
consisting of base salary, bonus, and payments under Mellon Capital's long-term
incentive compensation program. All compensation is paid by Mellon Capital or
Dreyfus and not by the funds. The same methodology described below is used to
determine portfolio manager compensation with respect to the management of funds
and other accounts.
Fund portfolio managers are also eligible for the standard retirement benefits
and health and welfare benefits available to all Mellon Capital and Dreyfus
employees. Certain portfolio managers may be eligible for additional retirement
benefits under several supplemental retirement plans that Mellon Capital or
Dreyfus provide to restore dollar-for-dollar the benefits of management
employees that had been cut back solely as a result of certain limits due to the
tax laws. These plans are structured to provide the same retirement benefits as
the standard retirement benefits. In addition, fund portfolio managers whose
compensation exceeds certain limits may elect to defer a portion of their salary
and/or bonus under The Bank of New York Mellon Corporation deferred compensation
plan.
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. A portfolio manager's base salary is generally a fixed amount that may
change as a result of an annual review, 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
performance of the fund gross of fees 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
(typically, a calendar year). Additional factors including the overall financial
performance of Mellon Capital, the performance of all accounts (relative to
expectations) for which the portfolio manager has responsibility, 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
21
management group. The target bonus is expressed as a percentage of base salary.
The actual bonus paid may be more or less than the target bonus, based on how
well the portfolio manager satisfies the objectives stated above. The bonus is
paid on an annual basis.
Under the long-term incentive compensation program, certain portfolio managers
are eligible to receive a payment from Mellon Capital's long-term incentive
compensation plan based on their years of service, job level and, if applicable,
management responsibilities. Each year, a portion of the firm's profits is
allocated to the long-term incentive compensation award. The annual awards are
paid after three years.
Material Conflict of Interest. Because the portfolio managers manage multiple
portfolios for multiple clients, the potential for conflicts of interest exists.
Each portfolio manager generally manages portfolios having substantially the
same investment style as the Funds. However, the portfolios managed by a
portfolio manager may not have portfolio compositions identical to those of the
Funds managed by the portfolio manager due, for example, to specific investment
limitations or guidelines present in some portfolios or accounts 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 a 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 advisory fees paid by a Fund, which can cause
potential conflicts in the allocation of investment opportunities between a Fund
and the other accounts. However, the compensation structure for portfolio
managers does not generally provide incentive to favor one account over another
because that part of a manager's bonus based on performance is not based on the
performance of one account to the exclusion of others. There are many other
factors considered in determining the portfolio manager's bonus and there is no
formula that is applied to weight the factors listed (see "Compensation of
Portfolio Managers and Other Accounts Managed).
Mellon Capital and Dreyfus manage potential conflicts between funds or with
other types of accounts through allocation policies and procedures, internal
review processes and oversight by select corporate officers. Mellon Capital and
Dreyfus have developed control procedures to ensure that no one client,
regardless of type, is intentionally favored at the expense of another.
Code of Ethics. The Trust, WisdomTree Asset Management, each 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. BNY serves as administrator,
custodian and transfer agent for the Trust. 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. (the "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
22
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
Each 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 each 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. Each 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.
Portfolio turnover may vary from year to year, as well as within a year. High
turnover rates are likely to result in comparatively greater brokerage expenses.
The overall reasonableness of brokerage commissions is evaluated by the Adviser
based upon its knowledge of available information as to the general level of
commissions paid by the other institutional investors for comparable services.
ADDITIONAL INFORMATION CONCERNING THE TRUST
Shares. The Trust was established as a Delaware statutory trust on December 15,
2005. The Trust currently operates 48 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.
23
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
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 NYSE ARCA, the American Stock Exchange 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 affected as follows. Pursuant to the Depositary Agreement between the
Trust and DTC, DTC is required to make available to the Trust
24
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 AND 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 may consist of the in-kind deposit of a designated portfolio of money
market instruments closely approximating the holdings of the Fund or of non-U.S.
currency (the "Deposit Securities") and an amount of cash denominated in U.S.
Dollars (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.
Each Fund may accept a basket of money market instruments, non-U.S. currency or
cash denominated in U.S. dollars that differs from the composition of the
published basket. Each Fund may permit or require the consideration for Creation
Unit Aggregations to consist solely of cash or non-U.S. currency. Each Fund may
permit or require the substitution of an amount of cash denominated in U.S.
Dollars (i.e., a "cash in lieu" amount) to be added to the Cash Component to
replace any Deposit Security. For example, the Trust 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. Each International Currency Income Fund may also
accept non-U.S. currency as a substitute for any Deposit Security.
25
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 value of the Deposit Securities.
If the Cash Component is a positive number (i.e., the NAV per Creation Unit
Aggregation exceeds the value of the Deposit Securities), 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 value of the Deposit
Securities), 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 or otherwise,
makes available on each Business Day, prior to the opening of business on the
applicable Listing Exchange (currently 9:30 a.m., New York time), the current
Fund Deposit for each Fund. Such Deposit Securities are applicable, subject to
any adjustments, 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.
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 a DTC Participant and must have executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
Aggregations ("Participant Agreement"). A DTC Participant that has executed a
Participant Agreement is 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 must be transmitted by an Authorized Participant pursuant
to procedures set forth in the Participant Agreement. 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.
On days when a Listing Exchange or U.S. or non-U.S. bond markets close earlier
than normal, the Funds may require purchase orders to be placed earlier in the
day. 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.
If BNY does not receive both the required Deposit Securities and the Cash
Component by the specified time on the Settlement Date, the Trust may cancel or
revoke acceptance of such order. Upon written notice to the Distributor, such
canceled or revoked 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.
Creation Unit Aggregations 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, U.S. cash (or an equivalent amount of non-U.S.
currency) must be deposited in an amount equal to the sum of (i) the Cash
Component, plus (ii) at least 102%, 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.
The Authorized Participant must deposit with BNY the appropriate amount of
federal funds by 10:00 a.m. New York time (or such other time as specified by
the Trust) on the Settlement Date. If BNY does not receive the Additional Cash
Deposit 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 U.S. cash (or an
equivalent amount of non-U.S. currency) 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 102%, 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
26
Deposit Securities are not received by the specified 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. The Authorized Participant 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.
Placement of Creation Orders for International Currency Income Funds. For each
International Currency Income 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 Fund
Deposit, 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). When a non-U.S. market is closed due to local market holidays,
the settlement process for Fund Securities in that market will not commence
until the end of the local holiday period.
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. For example, the Trust may reject
or revoke acceptance of an order, 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.
Creation/Redemption Transaction Fee. Each Fund imposes a "Transaction Fee" on
investors purchasing or redeeming Creation Units. 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 cash creations (or
redemptions) or cash in lieu of depositing one or more Deposit Securities, the
purchaser (or redeemer) may be assessed a higher Transaction Fee to offset the
transaction cost to the Fund of buying (or selling) 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 disclosure
about the Transaction Fee, including the maximum amount of the Transaction Fee
charged by the Fund.
27
The following table sets forth the standard and maximum creation transaction fee
for each of the Funds.
Standard Maximum
Approximate Value of One Creation/Redemption Creation/Redemption
Name of Fund Creation Unit Transaction Fee Transaction Fee
-------------------------------------------------- ------------------------ ------------------- -------------------
WisdomTree U.S. Current Income Fund $ 10,000,000 $ 250 $ 1,000
WisdomTree Dreyfus Brazilian Real Fund $ 5,000,000 $ 300 $ 1,200
WisdomTree Dreyfus Chinese Yuan Fund $ 5,000,000 $ 300 $ 1,200
WisdomTree Dreyfus Euro Fund $ 10,000,000 $ 800 $ 3,200
WisdomTree Dreyfus Indian Rupee Fund $ 5,000,000 $ 300 $ 1,200
WisdomTree Dreyfus Japanese Yen Fund $ 10,000,000 $ 500 $ 1,500
WisdomTree Dreyfus New Zealand Dollar Fund $ 2,500,000 $ 300 $ 1,200
WisdomTree Dreyfus South African Rand Fund $ 2,500,000 $ 300 $ 1,200
Placement of Redemption Orders. The process to redeem Creation Unit Aggregations
works much like the process to purchase Creation Unit Aggregations, but in
reverse. Orders to redeem Creation Unit Aggregations of the Funds must be
delivered through an Authorized Participant. Investors other than Authorized
Participants are responsible for making arrangements for a redemption request to
be made through an Authorized Participant. Orders must be accompanied or
followed by the requisite number of shares of the Fund specified in such order,
which delivery must be made to BNY no later than 10:00 a.m. New York time on the
next Business Day following the Transmittal Date. All other procedures set forth
in the Participant Agreement must be properly followed. Due to the schedule of
holidays in certain countries, the delivery of redemption proceeds for certain
International Currency Income 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.
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 Funds' 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 105%, 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 (or
at the discretion of the Trust non-U.S. currency in an equivalent amount) in
immediately-available funds and shall be held by BNY and marked to market daily.
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 Trust, on behalf of the affected Fund, is permitted 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.
If the requisite number of shares of the relevant Fund are not delivered on the
Transmittal Date as described above a Fund may reject or revoke acceptance of
the redemption request. 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 U.S. cash (or in the case of the International Currency Income Funds,
an equivalent amount of non-U.S. currency), and the redeeming Authorized
Participant will be required to receive its redemption proceeds in cash (or in
the case of the International Currency Income Funds, an equivalent amount of
non-U.S. currency). 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.
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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 (or non-U.S. currency in the case of the International
Currency Income Funds) 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.
The ability of the Trust to effect in-kind creations and redemptions 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 may 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 Funds will not suspend or postpone redemption beyond seven days, except as
permitted under Section 22(e) of the 1940 Act. Section 22(e) provides that the
right of redemption may be suspended or the date of payment postponed with
respect to any Fund (1) for any period during which the NYSE is closed (other
than customary weekend and holiday closings); (2) for any period during which
trading on the NYSE is suspended or restricted; (3) for any period during which
an emergency exists as a result of which disposal of the shares of the Fund's
portfolio securities or determination of its net asset value is not reasonably
practicable; or (4) in such other circumstance as is permitted by the SEC.
TAXES
The following discussion of certain U.S. federal income tax consequences of
investing in the Funds is based on the Code, U.S. Treasury regulations, and
other applicable authority, all as in effect as of the date of the filing of
this SAI. These authorities are subject to change by legislative or
administrative action, possibly with retroactive effect. The following
discussion is only a summary of some of the important U.S. federal income tax
considerations generally applicable to investments in the Funds. There may be
other tax considerations applicable to particular shareholders. Shareholders
should consult their own tax advisors regarding their particular situation and
the possible application of foreign, state, and local tax laws.
Qualification as a Regulated Investment Company. Each Fund intends to elect to
be treated and qualify each year as a RIC under Subchapter M of the Code. In
order to qualify for the special tax treatment accorded RICs and their
shareholders, each Fund must, among other things:
(a) derive at least 90% of its gross income each year from (i) 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 but not limited to gains from options, futures or
forward contracts) derived with respect to its business of investing in
such stock, securities or currencies, and (ii) net income derived from
interests in "qualified publicly traded partnerships" (as defined below);
(b) diversify its holdings so that, at the end of each quarter of its taxable
year, (i) at least 50% of the market value of the Fund's total assets
consists of cash and cash items, U.S. government securities, securities of
other RICs and other securities, with investments in such other securities
limited with respect to any one issuer to an amount not greater than 5% of
the value of the Fund's total assets and not greater than 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25%
of the value of the Fund's total assets is invested in (x) the securities
(other than those of the U.S. government or other RICs) of any one issuer
or two or more issuers that are controlled by the Fund and that are
engaged in the same, similar or related trades or businesses or (y) the
securities of one or more qualified publicly traded partnerships.
(c) distribute with respect to each taxable year at least 90% of its
investment company taxable income (as that term is defined in the Code
without regard to the deduction for dividends paid - generally taxable
ordinary income and the excess, if any, of net short-term capital gains
over net long-term capital losses) and net tax-exempt interest income.
In general, for purposes of the 90% of gross income requirement described in (a)
above, income derived from a partnership will be treated as qualifying income
only to the extent such income is attributable to items of income
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of the partnership that would be qualifying income if realized directly by a
Fund. However, 100% of the net income derived from an interest in a "qualified
publicly traded partnership" (generally, a partnership (x) interests in which
are traded on an established securities market or are readily tradable on a
secondary market or the substantial equivalent thereof, (y) that derives at
least 90% of its income from the passive income sources specified in Code
section 7704(d), and (z) that derives less than 90% of its income from the
qualifying income described in (a)(i) of the prior paragraph) will be treated as
qualifying income. In addition, although in general the passive loss rules of
the Code do not apply to RICs, such rules do apply to a RIC with respect to
items attributable to an interest in a qualified publicly traded partnership.
The U.S. Treasury Department has authority to issue regulations that would
exclude foreign currency gains from the 90% test described in (a) above if such
gains are not directly related to a fund's business of investing in stock or
securities. Accordingly, regulations may be issued in the future that could
treat some or all of a Fund's non-U.S. currency gains as non-qualifying income,
thereby potentially jeopardizing an International Currency Income Fund's status
as a RIC for all years to which the regulations are applicable.
Taxation of the Funds. If a Fund qualifies as a RIC, that Fund will not be
subject to federal income tax on income and gains that are distributed in a
timely manner to its shareholders in the form of dividends.
If a Fund fails to qualify for any taxable year as a RIC, all of its taxable
income (including its net capital gains) will be subject to tax at corporate
income tax rates without any deduction for distributions to shareholders, and
all distributions from earnings and profits, including any distributions of net
long-term capital gains and net tax-exempt income, would be taxable to
shareholders as dividend income. In addition, a Fund could be required to
recognize unrealized gains, pay substantial taxes and interest and make
substantial distributions before requalifying as a regulated investment company
that is accorded special tax treatment.
Each Fund intends to distribute at least annually substantially all of its
investment company taxable income and net capital gains. Investment company
taxable income that is retained by a Fund will be subject to tax at regular
corporate rates. If a Fund retains any net capital gain, that gain will be
subject to tax at corporate rates, but the Fund may designate the retained
amount as undistributed capital gains in a notice to its shareholders who (i)
will be required to include in income for federal income tax purposes, as
long-term capital gain, their shares of such undistributed amount, and (ii) will
be entitled to credit their proportionate shares of the tax paid by the Fund on
such undistributed amount against their federal income tax liabilities, if any,
and to claim refunds on a properly-filed U.S. tax return to the extent the
credit exceeds such liabilities. For federal income tax purposes, the tax basis
of shares owned by a shareholder of the Fund will be increased by an amount
equal to the difference between the amount of undistributed capital gains
included in the shareholder's gross income and the tax deemed paid by the
shareholder under clause (ii) of the preceding sentence.
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 ending on October 31 of such year plus any
undistributed amount from the prior year. For these purposes, a Fund will be
treated as having distributed any amount on which it has been subject to
corporate income tax in the taxable year ending within the calendar year. A
dividend paid to shareholders in January of a year generally is deemed to have
been paid by the Fund on December 31 of the preceding year if the dividend was
declared and payable to shareholders of record on a date in October, November,
or December of that preceding year. Each Fund intends to declare and pay
dividends and distributions in the amounts and at the times necessary to avoid
the application of the 4% excise tax, although there can be no assurance that it
will be able to do so.
Fund Distributions. Distributions by each Fund of investment income are
generally taxable as ordinary income. Taxes on distributions of capital gains
are determined by how long a Fund owned the investments that generated those
gains, rather than how long a shareholder has owned his or her shares.
Distributions of net capital gains from the sale of investments that the Fund
owned for more than one year and that are properly designated by the Fund as
capital gain dividends ("Capital Gain Dividends") will be taxable as long-term
capital gains. Distributions from capital gains are generally made after
applying any available capital loss carryovers. Long-term capital gain rates
applicable to individuals have been temporarily reduced - in general, to 15%
with lower rates applying to taxpayers in the 10% and 15% rate brackets - for
taxable years beginning before January 1, 2011. Distributions of gains from the
sale of investments that the Fund owned for one year or less will be taxable as
ordinary income.
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If a Fund makes distributions to a shareholder in excess of the Fund's current
and accumulated earnings and profits in any taxable year, the excess
distribution will be treated as a return of capital to the extent of that
shareholder's tax basis in its shares, and thereafter as capital gain. A return
of capital is not taxable, but reduces a shareholder's tax basis in its shares,
thus reducing any loss or increasing any gain on a subsequent taxable
disposition by the shareholder of its shares.
Distributions are taxable regardless of whether shareholders receive them in
cash or reinvest the distributions in additional shares.
Sale or Exchange of Shares. A sale or exchange of shares in the Funds may give
rise to a gain or loss. In general, any gain or loss realized upon a taxable
disposition of shares will be treated as long-term capital gain or loss if the
shares have been held for more than 12 months. Otherwise, the gain or loss on
the taxable disposition of shares will be treated as short-term capital gain or
loss. However, any loss realized upon a taxable disposition of shares held for
six months or less will be treated as long-term, rather than short-term, to the
extent of any long-term capital gain distributions received (or deemed received)
by the shareholder with respect to the shares. All or a portion of any loss
realized upon a taxable disposition of shares will be disallowed if other
substantially identical shares of the Fund are purchased within 30 days before
or after the disposition. In such a case, the basis of the newly purchased
shares will be adjusted to reflect the disallowed loss.
Backup Withholding. The Funds (or financial intermediaries, such as brokers,
through which a shareholder holds Fund shares) generally are required to
withhold and to remit to the U.S. Treasury a percentage of the taxable
distributions and sale or redemption proceeds paid to any shareholder who fails
to properly furnish a correct taxpayer identification number, who has
under-reported dividend or interest income, or who fails to certify that he, she
or it is not subject to such withholding.
Federal Tax Treatment of Certain Fund Investments. Transactions of the Funds in
options, futures contracts, hedging transactions, forward contracts, swap
agreements, straddles and foreign currencies may be subject to various special
and complex tax rules, including mark-to-market, constructive sale, straddle,
wash sale and short sale rules. These rules could affect whether gains and
losses recognized by a 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. These rules may in turn affect the amount, timing or character
of the income distributed to shareholders 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 as
of the end of such year on certain regulated futures contracts, foreign currency
contracts and options that qualify as Section 1256 Contracts in addition to the
gains and losses actually realized with respect to such contracts during the
year. Except as described below under "Certain Foreign Currency Tax Issues,"
gain or loss from Section 1256 Contracts that are required to be
marked-to-market annually will generally 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.
Some debt obligations that are acquired by a Fund may be treated as having
original issue discount ("OID"). Generally, a Fund will be required to include
OID in taxable income over the term of the debt security, even though payment of
the OID is not received until a later time, usually when the debt security
matures. If a Fund holds such debt instruments, it may be required to pay out as
distributions each year an amount that is greater than the total amount of cash
interest the Fund actually received. Such distributions may be made from the
cash assets of the Fund or by liquidation of portfolio securities, if necessary.
A Fund may realize gains or losses from such liquidations. In the event a Fund
realizes net gains from such transactions, its shareholders may receive larger
distributions than they would have in the absence of such transactions.
Certain Foreign Currency Tax Issues. Each of the Euro Fund and the Japanese Yen
Fund intends to adopt and use as its functional currency for U.S. federal income
tax purposes its designated currency rather than the U.S. dollar. Accordingly,
if these International Currency Income Funds meet certain requirements relating
to conducting business in their respective foreign currencies, they generally
are not expected to recognize gains or losses on their foreign currency
denominated debt securities due to fluctuations in the value of those currencies
relative to the U.S. dollar.
For the other International Currency Funds, which will have the U.S. dollar as
their functional currency, gain or loss on foreign currency denominated debt
securities and on certain other financial instruments, such as forward currency
contracts and currency swaps, that is attributable to fluctuations in exchange
rates occurring between the
31
date of acquisition and the date of settlement or disposition of such securities
or instruments generally will be treated under Section 988 of the Code as
ordinary income or loss. A Fund may elect out of the application of Section 988
of the Code with respect to the tax treatment of each of its foreign currency
forward contracts to the extent that (i) such contract is a capital asset in the
hands of the Fund and is not part of a straddle transaction and (ii) the Fund
makes an election by the close of the day the contract is entered into to treat
the gain or loss attributable to such contract as capital gain or loss.
The International Currency Income Funds' forward contracts may qualify as
Section 1256 Contracts if the underlying currencies are currencies for which
there are futures contracts that are traded on and subject to the rules of a
qualified board or exchange. However, a forward currency contract that is a
Section 1256 Contract would, absent an election out of Section 988 of the Code
as described in the preceding paragraph, be subject to Section 988. Accordingly,
although such a forward currency contract would be marked-to-market annually
like other Section 1256 Contracts, the resulting gain or loss would be ordinary.
If a Fund were to elect out of Section 988 with respect to forward currency
contracts that qualify as Section 1256 Contracts, the tax treatment generally
applicable to Section 1256 Contracts would apply to those forward currency
contracts: that is, the contracts would be marked-to-market annually and gains
and losses with respect to the contracts would be treated as long-term capital
gains or losses to the extent of 60% thereof and short-term capital gains or
losses to the extent of 40% thereof. If a Fund were to elect out of Section 988
with respect to any of its forward currency contracts that do not qualify as
Section 1256 Contracts, such contracts will not be marked to market annually and
the Fund will recognize short-term or long-term capital gain or loss depending
on the Fund's holding period therein. An International Currency Income Fund may
elect out of Section 988 with respect to some, all or none of its forward
currency contracts.
Finally, regulated futures contracts and nonequity options that qualify as
Section 1256 Contracts and are entered into by a Fund with respect to foreign
currencies or foreign currency denominated debt instruments will be subject to
the tax treatment generally applicable to Section 1256 Contracts unless the Fund
elects to have Section 988 apply to determine the character of gains and losses
from all such regulated futures contracts and nonequity options held or later
acquired by the Fund.
Funds Holding Foreign Investments. Income received by the Funds from sources
within foreign countries (including, for example, interest on securities of
non-U.S. issuers) may be subject to withholding and other taxes imposed by such
countries. Tax treaties between such countries and the U.S. may reduce or
eliminate such taxes. If as of the end of a Fund's taxable year more than 50% of
the Fund's assets consist of foreign securities, that Fund may elect to permit
shareholders to claim a credit or deduction on their income tax returns for
their pro rata portions of qualified taxes paid by that Fund during that taxable
year to foreign countries in respect of foreign securities that the Fund has
held for at least the minimum period specified in the Code. In such a case,
shareholders will include in gross income from foreign sources their pro rata
shares of such taxes. A shareholder's ability to claim a foreign tax credit or
deduction in respect of foreign taxes paid by a Fund may be subject to certain
limitations imposed by the Code, which may result in the shareholder not getting
a full credit or deduction for the amount of such taxes. Shareholders who do not
itemize on their federal income tax returns may claim a credit, but not a
deduction, for such foreign taxes.
Tax-Exempt Shareholders. Under current law, income of a RIC that would be
treated as UBTI if earned directly by a tax-exempt entity generally will not be
attributed as UBTI to a tax-exempt entity that is a shareholder in the RIC.
Notwithstanding this "blocking" effect, a tax-exempt shareholder could realize
UBTI by virtue of its investment in a Fund if shares in the Fund constitute
debt-financed property in the hands of the tax-exempt shareholder within the
meaning of Code Section 514(b).
A tax-exempt shareholder may also recognize UBTI if a Fund recognizes "excess
inclusion income" derived from direct or indirect investments in residual
interests in real estate mortgage investment conduits ("REMICs") or taxable
mortgage pools ("TMPs") if the amount of such income recognized by the Fund
exceeds the Fund's investment company taxable income (after taking into account
deductions for dividends paid by the Fund). Furthermore, any investment by a
Fund in residual interests of a collateralized mortgage obligation (a "CMO")
that has elected to be treated as a REMIC can create complex tax consequences,
especially if the Fund has state or local governments or other tax-exempt
organizations as shareholders.
32
In addition, special tax consequences apply to charitable remainder trusts
("CRTs") that invest in RICs that invest directly or indirectly in residual
interests in REMICs or TMPs. Under legislation enacted in December 2006, a CRT
(as defined in Section 664 of the Code) that realizes any UBTI for a taxable
year must pay an excise tax annually of an amount equal to such UBTI. Under
Internal Revenue Service ("IRS") guidance issued in November 2006, a CRT will
not recognize UBTI as a result of investing in a Fund that recognizes "excess
inclusion income." Rather if at any time during a taxable year a CRT (or one of
certain other tax-exempt shareholders, such as the United States, a state or
political subdivision, or an agency or instrumentality thereof, and certain
energy cooperatives) is a record holder of a share in a Fund that recognizes
"excess inclusion income," then the Fund will be subject to a tax on that
portion of its "excess inclusion income" for the taxable year that is allocable
to such shareholders at the highest federal corporate income tax rate. The
extent to which this IRS guidance remains applicable in light of the December
2006 legislation is unclear. To the extent permitted under the 1940 Act, each
Fund may elect to specially allocate any such tax to the applicable CRT, or
other shareholder, and thus reduce such shareholder's distributions for the year
by an amount of the tax that relates to that shareholder's interest in the Fund.
The Funds have not yet determined whether such an election will be made. CRTs
are urged to consult their tax advisors concerning the consequences of investing
in the Funds. The Funds do not intend to invest directly or indirectly in
residual interests in REMICs.
Non-U.S. Shareholders. In general, dividends other than Capital Gain Dividends
paid by a Fund to a shareholder that is not a "U.S. person" within the meaning
of the Code (a "foreign person") are subject to withholding of U.S. federal
income tax at a rate of 30% (or lower applicable treaty rate) even if they are
funded by income or gains (such as portfolio interest, short-term capital gains,
or foreign-source dividend and interest income) that, if paid to a foreign
person directly, would not be subject to withholding. Effective for taxable
years beginning before January 1, 2008, and assuming certain certification
requirements were complied with, a RIC generally was not required to withhold
any amounts (i) with respect to distributions attributable to U.S. source
interest income that would be treated as "portfolio interest" and accordingly
would not be subject to U.S. federal income tax if earned directly by an
individual foreign person, and (ii) with respect to distributions of net
short-term capital gains in excess of net long-term capital losses, in each case
to the extent such distributions were properly designated by the RIC. Pending
legislation would extend the exemption from withholding for interest-related and
short-term capital gain distributions to taxable years of RICs beginning before
January 1, 2009. At the time of this filing, it is unclear whether the
legislation will be enacted. Even if such legislation is enacted, depending on
the circumstances, the Funds may make such designations with respect to all,
some or none of their potentially eligible dividends or treat such dividends, in
whole or in part, as ineligible for this exemption from withholding. Moreover,
in the case of shares held through an intermediary, the intermediary may
withhold even if a Fund makes a designation with respect to a payment.
A beneficial holder of shares who is a non-U.S. person is not, in general,
subject to U.S. federal income tax on gains (and is not allowed a U.S. income
tax deduction for losses) realized on a sale of shares of a Fund or on Capital
Gain Dividends unless (i) such gain or dividend is effectively connected with
the conduct of a trade or business carried on by such holder within the United
States or (ii) in the case of an individual holder, the holder is present in the
United States for a period or periods aggregating 183 days or more during the
year of the sale or the receipt of the Capital Gain Dividend and certain other
conditions are met.
If a shareholder is eligible for the benefits of a tax treaty, any effectively
connected income or gain will generally be subject to U.S. federal income tax on
a net basis only if it is also attributable to a permanent establishment
maintained by the shareholder in the United States.
In order for a foreign investor to qualify for an exemption from backup
withholding, the foreign investor must comply with special certification and
filing requirements. Foreign investors in the Funds should consult their tax
advisors in this regard. Backup withholding is not an additional tax. Any
amounts withheld may be credited against the shareholder's U.S. federal income
tax liability, provided the appropriate information is furnished to the Internal
Revenue Service.
A beneficial holder of shares who is a foreign person may be subject to state
and local tax and to the U.S. federal estate tax in addition to the federal
income tax consequences referred to above.
33
Creation and Redemption of Creation Unit Aggregations. An Authorized Participant
having the U.S. dollar as its functional currency for U.S. federal tax purposes
that exchanges money market securities or non-U.S. currency for Creation Unit
Aggregations generally will recognize a gain or loss equal to the difference
between the market value of the Creation Unit Aggregations at the time of the
exchange and the sum of the exchanger's aggregate basis in the money market
securities or non-U.S. currency surrendered plus the amount of cash paid for
such Creation Unit Aggregations. A person who redeems Creation Unit Aggregations
for money market securities or non-U.S. currency will generally recognize a gain
or loss equal to the difference between the exchanger's basis in the Creation
Unit Aggregations and the sum of the aggregate U.S. dollar market value of the
securities or non-U.S. currency plus the amount of any cash received for such
Creation Unit Aggregations. The Internal Revenue Service, however, may assert
that a loss that is realized by an Authorized Participant upon an exchange of
securities or non-U.S. currency for Creation Unit Aggregations cannot be
currently deducted under the rules governing "wash sales," or on the basis that
there has been no significant change in economic position.
Gain or loss recognized by an Authorized Participant upon an issuance of
Creation Unit Aggregations in exchange for non-U.S. currency will generally be
treated as ordinary income or loss. Gain or loss recognized by an Authorized
Participant upon an issuance of Creation Unit Aggregations in exchange for money
market securities, or upon a redemption of Creation Unit Aggregations, may be
capital or ordinary gain or loss depending on the circumstances. Any capital
gain or loss realized upon the issuance of Creation Unit Aggregations in
exchange for money market securities will generally be treated as long-term
capital gain or loss if the money market securities have been held for more than
one year. Any capital gain or loss realized upon the redemption of Creation Unit
Aggregations will generally be treated as long-term capital gain or loss if the
Fund shares comprising the Creation Unit Aggregations have been held for more
than one year. Otherwise, such gains or losses are treated as short-term capital
gains or losses.
A person subject to U.S. federal income tax who receives non-U.S. currency upon
a redemption of Creation Unit Aggregations and does not immediately convert the
non-U.S. currency into U.S. dollars may, upon a later conversion of the non-U.S.
currency into U.S. dollars, or upon the use of the non-U.S. currency pay
expenses or acquire assets, recognize as ordinary gains or losses any gains or
losses resulting from fluctuations in the value of the non-U.S. currency
relative to the U.S. dollar since the date of the redemption.
Persons exchanging securities or non-U.S. currency for Creation Unit
Aggregations should consult their own tax advisors with respect to the tax
treatment of any creation or redemption transaction. If you purchase or redeem
Creation Unit Aggregations, you will be sent a confirmation statement showing
how many shares you purchased or redeemed and at what price.
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 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.
Tax Shelter Reporting Regulations. Under U.S. Treasury regulations, if a
shareholder recognizes a loss of $2 million or more for an individual
shareholder or $10 million or more for a corporate shareholder, the shareholder
must file with the Internal Revenue Service a disclosure statement on Form 8886.
Direct shareholders of portfolio securities are in many cases excepted from this
reporting requirement, but under current guidance, shareholders of a RIC are not
excepted. Future guidance may extend the current exception from this reporting
requirement to shareholders of most or all RICs. The fact that a loss is
reportable under these regulations does not affect the legal determination of
whether the taxpayer's treatment of the loss is proper. Shareholders should
consult their tax advisors to determine the applicability of these regulations
in light of their individual circumstances.
General Considerations. The federal income tax discussion set forth above is for
general information only. Prospective investors should consult their tax
advisors regarding the specific federal income tax consequences of purchasing,
holding and disposing of shares of the Funds, as well as the effect of state,
local and foreign tax law and any proposed tax law changes.
34
DETERMINATION OF NAV
The NAV of each Fund's shares generally is calculated once daily Monday through
Friday 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. The prices at which creations and redemptions occur are based on
the next calculation of NAV after an order is received in proper form as
described in the Participant Agreement.
In calculating a Fund's NAV, Fund investments generally are valued using market
valuations. Short-term debt securities with remaining maturities of 60 days or
less generally are valued on the basis of amortized cost. U.S. fixed income
assets may be valued as of the announced closing time for such securities on any
day that the Securities Industry and Financial Markets Association announces an
early closing time. The values of any assets or liabilities denominated in a
currency other than the U.S. dollar are converted into U.S. dollars using an
exchange rate deemed appropriate by the Fund.
When reliable market valuations are not readily available or are not deemed to
reflect current market values, the affected investments will be valued in
accordance with the Fund's pricing policy and procedures. For these purposes, a
price based on amortized cost is considered a market valuation. Securities that
may be valued using fair value pricing may include, but are not limited to,
instruments for which there are no current market quotations or whose issuer is
in default or bankruptcy, securities subject to corporate actions (such as
mergers or reorganizations), securities subject to non-U.S. investment limits or
currency controls, and securities affected by "significant events." An example
of a significant event is an event occurring after the close of the market in
which a security trades but before a Fund's next NAV calculation time that may
materially affect the value of a Fund's investment (e.g., government action,
natural disaster, or significant market fluctuation). 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.
DIVIDENDS AND DISTRIBUTIONS
The U.S. Current Income Fund intends to pay out dividends, if any, monthly. Each
of the Euro Fund and the Japanese Yen Fund, intend to pay out dividends, if any,
quarterly.
Each of the Brazilian Real Fund, Chinese Yuan Fund, Indian Rupee Fund, New
Zealand Dollar Fund and South African Rand Fund intend to pay out dividends, if
any, 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 highlights are not yet available for the Funds because they had not
yet commenced operations as of the date of this SAI.
MISCELLANEOUS INFORMATION
Counsel. Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York 10036
is counsel to the Trust.
Independent Registered Public Accounting Firm. Ernst & Young LLP serves as the
independent auditor of the Trust.
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