Edgar Filing: WisdomTree Trust

As filed with the Securities and Exchange Commission on July _____, 2008

Securities Act File No. 333-132380
Investment Company Act File No. 811-21864

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. _____ |_|
Post-Effective Amendment No. 17 |X|

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Post-Effective Amendment No. 19 |X|

(Check appropriate box or boxes.)
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WISDOMTREE TRUST
(Exact Name of Registrant as Specified in Charter)

380 Madison Avenue
21st Floor
New York, NY 10017
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, including Area Code): 1-866-909-9973

JONATHAN STEINBERG
WISDOMTREE TRUST
380 Madison Avenue
21st Floor
New York, NY 10017
(Name and Address of Agent for Service)

Counsel for the Trust: Richard Morris, Esq.
Ropes & Gray LLP WisdomTree Asset Management, Inc.
1211 Avenue of the Americas 380 Madison Avenue, 21st Floor
New York, New York 10036 New York, NY 10017
Attention: Robert J. Borzone, Jr., Esq.

It is proposed that this filing will become effective (check appropriate box):

|_| Immediately upon filing pursuant to paragraph (b)
|_| On (date) pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| On (date) pursuant to paragraph (a)(1)
|X| 75 days after filing pursuant to paragraph (a)(2)
|_| On (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

[WISDOMTREE LOGO]

PROSPECTUS
dated _______, 2008

WisdomTree(R) Trust

WisdomTree Funds

WisdomTree Currency Hedged DEFA Fund

WisdomTree Currency Hedged Emerging Markets Fund

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." Each Fund seeks investment
results that closely correspond to the price and yield performance, before fees
and expenses, of a particular index. The indexes are created using proprietary
methodologies developed by WisdomTree Investments, Inc. The Funds described in
this Prospectus are listed in the Table of Contents.

Each Fund is an exchange traded fund ("ETF"). 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 50,000 shares or more ("Creation Units").
These transactions are usually in exchange for a basket of securities and an
amount of cash. As a practical matter, only institutions or large investors
purchase or redeem Creation Units. Except when aggregated in Creation Units,
shares of each Fund are not redeemable securities.

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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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WisdomTree Trust

Table of Contents

OVERVIEW ................................................................... 2

Investment Objective ....................................................... 2

Principal Investment Strategies ............................................ 2

Principal Risk Factors Common to All Funds ................................. 3

WISDOMTREE FUNDS ........................................................... 7

WisdomTree Currency Hedged DEFA Fund ....................................... 7

WisdomTree Currency Hedged Emerging Markets Fund ........................... 10

MANAGEMENT ................................................................. 12

Investment Adviser ......................................................... 12

Sub-Adviser ................................................................ 12

Portfolio Managers ......................................................... 13

Portfolio Holdings Information ............................................. 14

Administrator, Custodian and Transfer Agent ................................ 28

SHAREHOLDER INFORMATION .................................................... 28

Buying and Selling Shares .................................................. 15

Share Trading Prices ....................................................... 15

Determination of Net Asset Value ........................................... 15

Dividends and Distributions ................................................ 16

Book Entry ................................................................. 16

Delivery of Shareholder Documents-Householding ............................. 16

Frequent Purchases and Redemptions of Fund Shares .......................... 17

Investments by Registered Investment Companies ............................. 17

Taxes ...................................................................... 17

Taxes on Distributions ..................................................... 18

Taxes When Fund Shares are Sold ............................................ 19

Taxes on Creation and Redemption of Creation Units ......................... 19

Creation and Redemption .................................................... 19

Authorized Participants and the Continuous Offering of Shares .............. 20

Creation and Redemption Transaction Fees for Creation Units ................ 21

Distribution ............................................................... 21

Additional Notices ......................................................... 22

Financial Highlights ....................................................... 22

WisdomTree Prospectus 1

Overview

This Prospectus provides the information you need to make an informed decision
about investing in the Funds.(1) It contains important facts about the Trust as
a whole and each Fund in particular.

Each Fund is an exchange traded fund ("ETF"). ETFs are funds whose shares 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

Each Fund seeks investment returns that closely correspond to the price and
yield performance, before fees and expenses, of a particular index ("Index")
developed by WisdomTree Investments. Each Index consists of securities suggested
by its name that meet specific criteria developed by WisdomTree Investments.

Principal Investment Strategies

International equity investments include two components of return: a return
based on stock prices in the non-U.S. market and a return based on the value of
the non-U.S. currency of the market where the securities trade relative to the
U.S. dollar. Each Fund's underlying Index seeks to remove currency fluctuations
relative to the U.S. dollar as a component of the returns of the equity market
included in the Index. By seeking to track the performance of its underlying
Index, each Fund attempts to achieve non-U.S. equity returns that do not reflect
the change in value of non-U.S. currencies against the U.S. dollar.

Each Fund will normally invest at least 80% of its net assets, plus the amount
of any borrowings for investment purposes, in the types of investments suggested
by its name (i.e., the securities in its underlying Index). Each Fund generally
may invest up to 20% of its total assets in investments not included in its
Index, but which the Fund believes will help it track its Index. For example, a
Fund may invest in securities that are not components of its Index in order to
reflect various corporate actions and other changes to its Index (such as
reconstitutions, additions and deletions). Each Fund also may invest its other
assets in cash and cash equivalents, as well as in shares of other investment
companies, futures contracts, options on futures contracts, options, and swaps.
WisdomTree Asset Management expects that, over time, the correlation between
each Fund's performance and that of its Index, before fees and expenses, will be
95% or better.

Each Fund uses a "Representative Sampling" strategy in seeking to track the
performance of its Index. A Fund using a Representative Sampling strategy
generally will invest in a sample of the securities in its Index whose risk,
return and other characteristics closely resemble the risk, return and other
characteristics of the Index as a whole.

To the extent that a Fund's underlying Index concentrates (i.e., holds 25% or
more of its total assets) in the securities of a particular industry or group of
industries, a Fund will concentrate its investments to approximately the same
extent as its Index.

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(1) "WisdomTree" is a registered mark of WisdomTree Investments and has been
licensed for use by the Trust.

WisdomTree Prospectus 2

Principal Risk Factors Common to All Funds

Each Fund is subject to the principal risks described below. Certain additional
risks associated with a Fund are discussed in the specific section describing
that Fund. Some or all of these risks may adversely affect a Fund's NAV, trading
price, total return and/or its ability to meet its objectives.

Stock Market Risk

The trading price of equity securities fluctuates in response to a variety of
factors. These factors include events impacting a single issuer, as well as
political, market and economic developments that affect specific market segments
and the market as a whole. Each Fund's NAV and market price, like stock prices
generally, will fluctuate within a wide range in response to these factors. As a
result, an investor could lose money over short or even long periods.

Investment Style Risk

The returns from the types of securities in which a Fund invests may
underperform returns from the various general securities markets or different
asset classes. This may cause a Fund to underperform other investment vehicles
that invest in different asset classes. Different types of securities (for
example, large-, mid- and small-capitalization stocks) tend to go through cycles
of doing better - or worse - than the general securities markets. In the past,
these periods have lasted for as long as several years.

Foreign Securities Risk

Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. For example, investments in non-U.S.
securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. There may be less information publicly
available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be
subject to different accounting, auditing, financial reporting and investor
protection standards than U.S. issuers. Investments in non-U.S. securities may
be subject to withholding or other taxes and may be subject to additional
trading, settlement, custodial, and operational risks. With respect to certain
countries, there is the possibility of government intervention and expropriation
or nationalization of assets. Because legal systems differ, there is also the
possibility that it will be difficult to obtain or enforce legal judgments in
certain countries. Since foreign exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares. Conversely, Fund shares may trade on days when foreign exchanges
are close. Each of these factors can make investments in the Fund more volatile
and potentially less liquid than other types of investments.

Foreign Currency Risk

Each Fund uses various strategies to minimize or "hedge" against changes in the
value of the non-U.S. currencies included in its underlying Index against the
U.S. dollar. These strategies may not be fully successful. Changes in currency
exchange rates and the relative value of non-U.S. currencies may affect the
value of a Fund's investment and the value of your Fund shares. To the extent
the Fund's hedging strategies are not successful, 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.

Emerging Markets Risk

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

Derivative Investment Risk

Each Fund intend to invest in derivatives. Derivatives are financial instruments
that derive their performance from an underlying asset, index, interest rate or
currency exchange rate, such as a forward currency contract. and swaps. The
Funds intend to invest in forward currency contracts and, 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. Derivatives are
subject to a number of risks described elsewhere in this section, such as
interest rate risk, market risk, capacity 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 of Fund shareholders.

Interest Rate Risk

Each of the underlying Indexes, and therefore the Funds, may be more heavily
weighted than other types of investments in market sectors that are sensitive to
interest rate fluctuations (such as the financial and real estate sectors). The
Funds therefore may be more sensitive to fluctuations in interest rates than
other types of investments. In particular, increases to prevailing interest
rates could have a negative impact on the performance of the Funds.

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.

Concentration Risk

To the extent that a Fund's Index concentrates in the securities of a particular
industry or group of industries, the Fund will concentrate its investments to
approximately the same extent as its Index. A Fund that concentrates, or
otherwise invests a large portion of its assets in a single industry or group of
industries, may be more susceptible to any single economic, market, political or
regulatory occurrence affecting that industry or group of industries. In such
case, a Fund may be more volatile than funds based on broader or less volatile
market segments.

Financial Sector Investing

The Funds generally invest a relatively large percentage of their assets in
securities in the Financial industry and therefore the performance of the Funds
will be impacted by events affecting the Financial industry. This industry can
be significantly affected by changes in interest

WisdomTree Prospectus 3

rates, the rate of corporate and consumer debt defaulted, price competition, and
the availability and cost of capital funds.

Small and Mid-Capitalization Investing

Each Fund invests a portion of its assets in securities of small and
mid-capitalization companies. The securities of small and mid-capitalization
companies may be subject to more unpredictable price changes than securities of
larger companies or the market as a whole.

Non-Diversification Risk

Each Fund is considered to be non-diversified, which means that it may invest
more of its assets in the securities of a single issuer or a smaller number of
issuers than if it were a diversified fund. As a result, a Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a smaller number of issuers than a fund that invests more widely. This
may increase the Fund's volatility and cause the performance of a relatively
smaller number of issuers to have a greater impact on a Fund's performance.

Capacity Risk

Each 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.

WisdomTree Prospectus 4

Issuer-Specific Risk

Changes in the financial condition of an issuer or counterparty, changes in
specific economic or political conditions that affect a particular type of
security or issuer, and changes in general economic or political conditions can
affect a security's or instrument's value. The value of securities of smaller,
less-well-known issuers can be more volatile than that of larger issuers.
Issuer-specific events can have a negative impact on the value of a Fund.

Investment Approach Risk

Each Fund invests in the securities included in, or representative of, its Index
regardless of their investment merit. The Funds do not attempt to outperform
their Indexes or take defensive positions in declining markets. As a result,
each Fund's performance may be adversely affected by a general decline in the
U.S. or foreign market segments relating to its Index.

Non-Correlation Risk

The performance of a Fund and its Index may vary somewhat for a variety of
reasons. For example, each Fund incurs operating expenses and portfolio
transaction costs not incurred by its Index. In addition, a Fund may not be
fully invested in the securities of its Index at all times. The use of sampling
techniques may affect a Fund's ability to achieve close correlation with its
Index. A Fund using a Representative Sampling strategy generally can be expected
to have a greater non-correlation risk.

Management Risk

Because each Fund may not fully replicate its Index and may hold securities not
included in its Index, a Fund is subject to management risk. This is the risk
that the Fund's investment strategy, the implementation of which is subject to a
number of constraints, may not produce the intended results.

Cash Redemption Risk

Because the Funds invest a portion of their assets in foreign currency forward
contracts, each Fund intends to pay out a portion of its redemption proceeds in
cash rather than through the in-kind delivery of portfolio securities. Each Fund
may be required to sell portfolio securities in order to obtain the cash needed
to distribute redemption proceeds. This may cause a Fund to recognize a capital
gain that it might not have incurred if it had made a redemption in-kind. As a
result the Funds may pay out higher annual capital gains distributions than if
the in-kind redemption process was used.

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, investors may find it
difficult to buy or sell Fund shares. Trading of shares of a Fund on a stock
exchange may be halted if exchange officials deem such action appropriate, if
the Fund is delisted, or if the activation of marketwide "circuit breakers"
halts stock trading generally. If a Fund's shares are delisted, the Fund may
seek to list its shares on another market, merge with another ETF or traditional
mutual fund, or redeem its shares at NAV. 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.

WisdomTree Prospectus 5

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 Prospectus 6

WisdomTree Currency Hedged DEFA Fund

Fund Facts

Cusip Number:

WisdomTree Currency Hedged DEFA Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Currency Hedged DEFA Index. 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 employs a "passive management" - or indexing - investment approach
designed to track the performance of the Index. The Fund attempts to invest all,
or substantially all, of its assets in the securities and instruments that make
up the Index. The Fund generally uses a Representative Sampling strategy to
achieve its investment objective.

Index Description

The WisdomTree Dividend Index of Europe, Far East Asia and Australasia ("DEFA")
is an index of dividend-paying companies in developed markets outside of the
U.S. and Canada that meet certain liquidity and other requirements. The
WisdomTree Currency Hedged DEFA Index seeks to measure the performance of
dividend paying companies in these markets that is not attributable to changes
in the value of foreign currency against the U.S. dollar. International equity
investments contain two components of return: a return attributable to non-U.S.
stock prices and a return attributable to movements of the non-U.S. currency
relative to the U.S. dollar. The WisdomTree Currency Hedged DEFA Index seeks to
remove currency fluctuations relative to the U.S. dollar as a component of the
returns of the Index. In this sense, the Index "hedges" against changes in value
of non-U.S. currencies against the U.S. dollar.

To be included in the WisdomTree Currency Hedged DEFA Index, companies must be
incorporated in one of 16 developed-market European countries represented by the
WisdomTree Europe Dividend Index, Japan, Hong Kong, Singapore, Australia, or New
Zealand, and must be listed on a major securities exchange in one of those
countries. Companies must have paid at least $5 million in cash dividends on
their common stock in the annual cycle prior to the most recent Index
measurement date and must also satisfy specified liquidity and other
requirements. Companies are weighted in the Index based on regular cash
dividends paid.

The Index is design to minimize the impact of non-U.S. currency fluctuations on
Index returns by including in the Index one-month forward currency contracts. A
one-month forward currency contract is a contract between two parties to buy or
sell a specific currency one month in the future at an agreed-upon rate. The
amount of forward contracts in the Index is set based on the component companies
in the Index and the aggregate exposure in the Index to each non-U.S. currency.
While this approach is designed to minimize the impact of currency fluctuations
on Index returns, the Index does not necessarily eliminate exposure to all
currency fluctuations. The return of the forward contracts may not perfectly
offset the actual fluctuations of non-U.S. currencies relative to the U.S.
dollar. The Index is designed to have higher returns than an equivalent
non-currency hedged index when the U.S. Dollar is going up in value relative to
foreign currencies (e.g., the Euro falls relative to the U.S. dollar).
Conversely, the Index is designed to have lower returns than an equivalent
non-hedged index when the U.S. dollar is falling in value relative to foreign
currencies (e.g., the Euro is rising relative to the U.S. dollar).

The Index includes large-capitalization, mid-capitalization and
small-capitalization securities that meet the Index requirements. As of June 30,
2008, approximately 77 % of the capitalization of the Index consisted of
companies with market capitalizations over $10 billion.

WisdomTree Prospectus 7

Primary Investment Risks

You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section 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.

WisdomTree Prospectus 8

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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 ____%
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Distribution and/or Service (12b-1) Fees None
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Other Expenses(a) ____%
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Total Annual Fund Operating Expenses (b) ____%
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(a) Based on estimated amounts for the current fiscal year.

(b) WisdomTree Asset Management receives a fee of up to 0.0044% in exchange for
providing certain non-advisory services to the Fund.

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:

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1 Year 3 Years
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$ $
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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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$ $
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WisdomTree Prospectus 9

WisdomTree Currency Hedged Emerging Markets Fund

Fund Facts

Cusip Number:

WisdomTree Currency Hedged Emerging Markets Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Currency Hedged Emerging Markets Index. 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 employs a "passive management" - or indexing - investment approach
designed to track the performance of the Currency Hedged Emerging Markets Fund.
The Fund attempts to invest all, or substantially all, of its assets in the
securities and instruments that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description

The WisdomTree Currency Hedged Emerging Markets Index seeks to measure the
performance of dividend paying companies in emerging markets that is not
attributable to changes in the value of foreign currency against the U.S.
dollar. International equity investments contain two components of return: a
return attributable to stock prices and a return attributable to movements of
the non-U.S. currency relative to the U.S. dollar. The WisdomTree Currency
Hedged Emerging Markets Index seeks to remove currency fluctuations relative to
the U.S. dollar as a component of the returns of the Index. In this sense, the
Index "hedges" against changes in value of non-U.S. currencies against the U.S.
dollar.

To be included in the WisdomTree Currency Hedged Emerging Markets Index,
companies must be incorporated in and have their shares listed on a major stock
exchange in Argentina, Brazil, Chile, China, Czech Republic, Hungary, India,
Indonesia, Israel, Malaysia, Mexico, Philipines, Poland, Russia, South Africa,
South Korea, Taiwan, Thailand or Turkey. Companies must have paid at least $5
million in cash dividends on their common stock in the annual cycle prior to the
most recent Index measurement date and must also satisfy specified liquidity and
other requirements. Companies are weighted in the Index based on regular cash
dividends paid.

The Index is designed to minimize the impact of non-U.S. currency fluctuations
on Index returns by including in the Index one -month forward currency
contracts. A one-month forward currency contract is a contract between two
parties to buy or sell a specific currency one month in the future at an
agreed-upon rate. The amount of forward contracts in the Index is set based on
the component companies in the Index and the aggregate exposure in the Index to
each non-U.S. currency. While this approach is designed to minimize the impact
of currency fluctuations on Index returns, the Index does not necessarily
eliminate exposure to all currency fluctuations. The return of the forward
contracts may not perfectly offset the actual fluctuations of non-U.S.
currencies relative to the U.S. dollar. The Index is designed to have higher
returns than an equivalent non-currency hedged index when the U.S. Dollar is
going up in value relative to foreign currencies (e.g., the Brazilian Real falls
relative to the U.S. dollar). Conversely, the Index is designed to have lower
returns than an equivalent non-hedged index when the U.S. dollar is falling in
value relative to foreign currencies (e.g., the Brazilian Real is rising
relative to the U.S. dollar).

The Index includes large-capitalization, mid-capitalization and
small-capitalization securities that meet the Index requirements. As of June 30,
2008, approximately 45 % of the capitalization of the Index consisted of
companies with market capitalizations between $2 billion and $10 billion and
approximately 35 % of the capitalization of the Index consisted of companies
with market capitalizations over $10 billion.

WisdomTree Prospectus 10

Primary Investment Risks

You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section entitled "Principal Risk Factors
Common to All Funds."

In addition, the Fund is subject to the following potential risk. As with all
potential risks, this risk could decrease the value of your Fund investment.

o Basic Materials Risk. The Fund generally invests a relatively large
portion of its assets in the basic materials sector. The basic materials
sector can be significantly affected by, among other things, commodity
price volatility, sluggish demand for basic materials, world economic
growth, product liability for environmental change, depletion of natural
resources, technological progress, and government regulation.

Performance Information

Fees and Expenses

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

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 ____%
-------------------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
-------------------------------------------------------------------------------------------------------
Other Expenses(a) ____%
-------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses (b) ____%
-------------------------------------------------------------------------------------------------------

(a) Based on estimated amounts for the current fiscal year.

(b) WisdomTree Asset Management receives a fee of up to 0.0044% in exchange for
providing certain non-advisory services to the Fund.

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

WisdomTree Prospectus 11

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

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 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 for each Fund, 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 ("CCO"), 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. Pursuant to a separate contractual arrangement, with
respect to each Fund, WisdomTree Asset Management arranges for the provision of
CCO services and is liable and responsible for, and administers, payments to the
CCO, the Independent Trustees and counsel to the Independent Trustees.

The basis for the Board of Trustees' approval of the Investment Advisory
Agreement for the Funds will be available in the Trust's Semi-Annual Report to
Shareholders for the period ending _____, 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 Currency Hedged DEFA Fund 0. %
--------------------------------------------------------------------------------
WisdomTree Currency Hedged Emerging Markets Fund 0. %
--------------------------------------------------------------------------------

WisdomTree Asset Management is a registered investment adviser with offices
located at 380 Madison Avenue, 21st Floor, New York, NY 10017.

Sub-Adviser

[_________] serves as the sub-adviser for the Funds.[_________] 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 [_________] As of [DATE],

WisdomTree Prospectus 12

2008, [_________] had assets under management totaling approximately [$____]
billion.

The Sub-Adviser chooses each Fund's portfolio investments and places orders to
buy and sell the Fund's portfolio investments.

WisdomTree Asset Management pays the Sub-Adviser the fees indicated below for
providing sub-advisory services to the Funds: [_________]

Portfolio Managers

[PORTFOLIO MANAGER BIOS TO BE ADDED BY AMENDMENT]

WisdomTree Prospectus 13

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. [_______]
manages the team. Each Portfolio Manager has served as manager of each Fund
since its inception. The Trust's 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 (March 31) 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 Statement of Additional Information ("SAI").

WisdomTree Prospectus 14

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

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

WisdomTree Prospectus 15

Intervening events might be company-specific (e.g., earnings report, merger
announcement), country-specific (e.g., natural disaster, economic or political
news, act of terrorism, interest rate change), or global. Intervening events may
include price movements in U.S. markets that are deemed to affect the value of
foreign securities. Fair-value pricing also may be used if, for example, trading
in a security is halted and does not resume before the Fund's pricing time or if
a security does not trade in the course of a day.

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

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

Dividends and Distributions

Each Fund pays out dividends, if any, to investors at least annually. Each Fund
distributes its net realized capital gains, if any, to investors annually. The

Funds may occasionally be required to make supplemental distributions at some
other time during the year. Distributions in cash may be reinvested
automatically in additional whole shares only if the broker through whom you
purchased shares makes such option available. Your broker is responsible for
distributing the income and capital gain distributions to you.

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

WisdomTree Prospectus 16

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 and does not place a limit on
purchases or redemptions of Creation Units by these investors. 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 orders or redemption orders in such cases.

Investments by Registered Investment Companies

Section 12(d)(1) of the Investment Company Act of 1940 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 income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. 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.

WisdomTree Prospectus 17

Each Fund intends to qualify each year as a regulated investment company
("RIC"). A RIC is not subject to tax at the fund level on income and gains from
investments that are distributed to shareholders. A Fund's failure to qualify as
a RIC 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 (institutional investors only).

Taxes on Distributions

For federal income tax purposes, distributions 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 them,
rather than how long you have owned your 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 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 the taxable years beginning before January 1, 2011, distributions of
investment income designated by a Fund as derived from "qualified dividend
income" are taxed to individuals at rates applicable to long-term capital gains,
provided holding period and other requirements are met at both the shareholder
and the Fund level.

In general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are taxable even
if they are paid from income or gains earned by a Fund before your investment
(and thus were included in the price you paid for your shares).

Dividends, interest, and gains received by a Fund with respect to foreign
securities may be subject to withholding and other taxes imposed by foreign
countries. Tax conventions between certain countries and the United States may
in some cases reduce or eliminate such taxes. Because more than 50% of the total
assets of each Fund are expected to consist of foreign stocks or securities, the
Funds may elect to "pass through" to you certain foreign income taxes (including
withholding taxes) paid by the Funds. In such a case, you would be considered to
have received as an additional dividend your share of such foreign taxes, but
you could be entitled, subject to certain limitations, to either a corresponding
tax deduction or a credit in calculating your federal income tax.

WisdomTree Prospectus 18

If you are neither a resident nor a citizen of the United States or if you are a
foreign entity, dividends (other than Capital Gain Dividends) paid to you by the
Funds will generally be subject to a 30% U.S. withholding tax, unless a lower
treaty rate applies. Foreign persons should consult the SAI for further
information.

The Funds (or financial intermediaries, such as brokers, through which a
shareholder owns Fund shares) generally are required to withhold and 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.

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 who exchanges securities for Creation Units generally
will recognize a gain or a 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 securities surrendered and the cash component paid. A
person who redeems Creation Units 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 market value of the securities and the amount of cash
received for such Creation Units. The Internal Revenue Service, however, may
assert that a loss realized upon an exchange of securities for Creation Units
cannot be deducted currently under the rules governing "wash sales," or on the
basis that there has been no significant change in economic position. Persons
exchanging securities for Creation units should consult their own tax advisors
with respect to whether the wash sale rules apply and when a loss might be
deductible.

Any capital gain or loss realized upon a redemption (or creation) of Creation
Units is generally treated as long-term capital gain or loss if the Fund shares
(or securities surrendered) have been held for more than one year and as
short-term capital gain or loss if the shares have been held for one year or
less.

If you purchase or redeem Creation Units, you will be sent a confirmation
statement showing how many shares you purchased or sold and at what price.
Persons purchasing or redeeming Creation Units should consult their own tax
advisors with respect to the tax treatment of any creation or redemption
transaction.

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
50,000 shares or more ("Creation Units"). Only institutional investors who have
entered into an authorized participant agreement purchase or redeem Creation
Units. Creation Units generally are issued and redeemed in exchange for a
specified basket of securities approximating the holdings of a Fund and a
designated amount of cash. Each business day prior to the opening of trading
each Fund publishes the specific securities and designated amount of cash
included in that day's basket for the Fund through the National Securities
Clearing Corporation ("NSCC") or other method of public dissemination. Each Fund
reserves the right to accept or pay out a basket of securities 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.

WisdomTree Prospectus 19

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

WisdomTree Prospectus 20

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 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. The standard creation and redemption
transaction fees are listed below. The standard creation and redemption
transaction fee is on a per creation unit basis. Purchasers and redeemers of
Creation Units for cash (when cash creations and redemptions are permitted) will
also be subject to an additional charge shown below under "Maximum
Creation/Redemption Transaction Fee" to offset the transaction cost to the Fund
of buying portfolio securities. 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.

The following table also shows, as of _______, 2008, the approximate value of
one Creation Unit per Fund, including the standard creation and redemption
transaction fee. These fees are payable only by investors who purchase shares
directly from a Fund. Retail investors who purchase shares 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 Currency Hedged DEFA Fund $ $ $
--------------------------------------------------------------------------------------------------------------
WisdomTree Currency Hedged Emerging Markets Fund $ $ $
--------------------------------------------------------------------------------------------------------------

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.

WisdomTree Prospectus 21

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 or any member of the public
regarding the ability of a fund to track the total return performance of any
Index or the ability of any Index identified herein to track stock market
performance. The Exchange is not responsible for, nor has it participated in,
the determination of the compilation or the calculation of any Index, nor 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.

The Exchange does not guarantee the accuracy and/or the completeness of any
Index or any data included therein. The Exchange makes no warranty, express or
implied, as to results to be obtained by the WisdomTree Trust on behalf of its
Funds, owners of the shares, or any other person or entity from the use of the
subject Indexes or any data included therein. The Exchange makes no express or
implied warranties, and hereby expressly disclaims all warranties of
merchantability or fitness for a particular purpose with respect to any Index or
any data included therein. 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 or the ability of the Indexes
to track general stock market performance. WisdomTree Investments is the
licensor of certain trademarks, service marks and trade names of the Funds.
WisdomTree Investments has no obligation to take the needs of the Funds or the
owners of shares of the Funds into consideration in determining, composing, or
calculating the Indexes. WisdomTree Investments is not responsible for, and has
not participated in, the determination of the timing of, prices at, or
quantities of shares of the Funds to be issued or in the determination or
calculation of the equation by which the shares of the Funds are redeemable.

The Funds, WisdomTree Investments and WisdomTree Asset Management do not
guarantee the accuracy, completeness, or performance of any Index or the data
included therein and shall have no liability in connection with any Index or
Index calculation. WisdomTree Investments has contracted with Standard & Poor's
("S&P") to maintain and calculate each Index. S&P shall have no liability for
any errors or omissions in calculating any Index.

Financial Highlights

Financial Statements and Annual Reports will be available after the Funds have
completed a fiscal year of operations.

WisdomTree Prospectus 22

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. to 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
1-202-942-8090. 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 service mark of WisdomTree Investments, Inc.

INVESTMENT COMPANY ACT FILE NO. 811-21864

[WISDOMTREE TRUST LOGO]
WisdomTree Trust
380 Madison Avenue
21st Floor
New York, NY 10017.

WisdomTree Prospectus 23

The information in this Statement of Additional Information is not complete and
may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
Statement of Additional Information is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

STATEMENT OF ADDITIONAL INFORMATION DATED ____ __, 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 Currency Hedged DEFA Fund
WisdomTree Currency Hedged Emerging Markets Fund

The current Prospectus for the Funds is dated ____ __, 2008. Capitalized terms
used herein that are not defined have the same meaning as in the Prospectus,
unless otherwise noted. You may obtain a copy of the Funds' Annual Report at no
charge by request to the Fund at the address or phone number noted below. Since
the Funds have not yet commenced operations, financial statements for these
Funds are not yet available.

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

Statement of Additional Information dated ____ __, 2008

TABLE OF CONTENTS

General Description of the Trust and the Funds ............................ 1
WisdomTree Currency Hedged DEFA Fund ................................... 1
Wisdom Tree Currency Hedged Emerging Markets Fund ...................... 1
Investment Strategies and Risks ........................................... 2
Principal Investment Strategy .......................................... 2
General Risks .......................................................... 3
Lack of Diversification ................................................ 3
Specific Investment Strategies ......................................... 4
Securities Lending ..................................................... 4
Money Market Instruments ............................................... 4
Repurchase Agreements .................................................. 4
Reverse Repurchase Agreements .......................................... 4
Investment Company Securities .......................................... 5
Real Estate Investment Trusts .......................................... 5
Non-U.S. Securities .................................................... 5
Depositary Receipts .................................................... 10
Currency Transactions .................................................. 11
Illiquid Securities .................................................... 11
Futures, Options and Options on Futures Contracts ...................... 11
Risks of Futures and Options Transactions .............................. 12
Swap Agreements ........................................................ 12
Participation Certificates ............................................. 12
Tracking Stocks ........................................................ 13
Future Developments .................................................... 13
Proxy Voting Policy ....................................................... 13
Portfolio Holding Disclosure Policies and Procedures ...................... 14
Description of the WisdomTree Indexes ..................................... 15

Investment Limitations .................................................... 26
Fundamental Policies ...................................................... 26
Senior Securities ...................................................... 26
Borrowing .............................................................. 26
Underwriting ........................................................... 26
Concentration .......................................................... 26
Real Estate ............................................................ 26
Commodities ............................................................ 26
Loans .................................................................. 26
Continuous Offering ....................................................... 27
Management of the Trust ................................................... 28
Trustees and Officers ..................................................... 28
Interested Trustee and Officers ........................................... 28
Independent Trustees ...................................................... 29
Committees of the Board of Trustees .................................... 30
Audit Committee ........................................................ 30
Governance and Nominating Committee .................................... 30
Approval of Investment Advisory Agreement and Sub-Advisory Agreement ... 30
Approval of Investment Advisory Agreement .............................. 31
Remuneration of Trustees ............................................... 32
Control Persons and Principal Holders of Securities .................... 32
Investment Adviser ..................................................... 47
Sub-Adviser ............................................................ 50
Portfolio Managers ..................................................... 51
Portfolio Manager Fund Ownership ....................................... 52
Portfolio Manager Compensation ......................................... 52
Code of Ethics ......................................................... 53
Administrator, Custodian and Transfer Agent ............................ 53
Distributor ............................................................ 54
Brokerage Transactions .................................................... 55
Additional Information Concerning the Trust ............................... 65
Shares ................................................................. 66

Termination of the Trust or a Fund ..................................... 65
Role of DTC ............................................................ 65
Creation & Redemption of Creation Unit Aggregations .................... 66
Creation ............................................................... 66
Fund Deposit ........................................................... 66
Procedures for Creation of Creation Unit Aggregations .................. 67
Placement of Creation Orders for Domestic Dividend and Earnings
Weighted Funds Using the Clearing Process ........................... 68
Placement of Creation Orders for Domestic Dividend and Earnings
Weighted Funds Outside the Clearing Process ......................... 68
Placement of Creation Orders for International Funds ................... 69
Acceptance of Orders for Creation Unit Aggregations .................... 70
Creation Transaction Fee ............................................... 71
Placement of Redemption Orders for Domestic Dividend and
Earnings Weighted Funds Using the Clearing Process .................. 72
Placement of Redemption Orders for Domestic Dividend and
Earnings Weighted Funds Outside the Clearing Process ................ 72
Placement of Redemption Orders for International Funds ................. 72
Regular Holidays .......................................................... 74
Taxes ..................................................................... 78
Determination of NAV ...................................................... 83
Dividends and Distributions ............................................... 83
Financial Statements ...................................................... 84
Miscellaneous Information ................................................. 84

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 Currency Hedged DEFA Fund
WisdomTree Currency Hedged Emerging Markets Fund

Each Fund described in this SAI seeks investment returns that closely correspond
to the price and yield performance, before fees and expenses, of a particular
index ("Index"). The Indexes are created using proprietary methodology developed
by WisdomTree Investments, Inc. ("WisdomTree Investments"). WisdomTree Asset
Management, Inc. ("WisdomTree Asset Management") is the investment adviser to
each Fund. [_________] is the investment sub-adviser ("Sub-Adviser") to each
Fund. WisdomTree Investments is the parent company of WisdomTree Asset
Management.

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

Shares of each Fund are listed on a national securities exchange, such as the
NYSE Arca or the Nasdaq Stock Market ("Nasdaq") (each, a "Listing Exchange"),
and trade throughout the day on the Listing Exchange and other secondary markets
at market prices 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 have been
licensed for use by the Trust. WisdomTree Investments has patent applications
pending on the methodology and operation of its Indexes and the Funds.

INVESTMENT STRATEGIES AND RISKS

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

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

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

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

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

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

There can be no guarantees that a liquid market for the securities and
instruments held by the Funds will be maintained. The existence of a liquid
trading market for certain securities and instruments may depend on whether
dealers will make a market in such securities and instruments. There can be no
assurance that a market will be made or maintained or that any such market will
be or remain liquid. The price at which securities may be sold and the value of
a Fund's shares will be adversely affected if trading markets for a Fund's
portfolio securities are limited or absent, or if bid/ask spreads are wide.

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

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

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

Each Fund does, however, intend to maintain the level of diversification
necessary to qualify as a regulated investment company ("RIC") under Subchapter
M of the Internal Revenue Code of 1986, as amended (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 a 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 a 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.

SPECIFIC INVESTMENT STRATEGIES. A description of certain investment strategies
and types of investments used by some or all of the Funds is set forth below.

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

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

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

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

REVERSE REPURCHASE AGREEMENTS. Each Fund may enter into reverse repurchase
agreements, which involve the sale of securities held by a Fund subject to its
agreement to repurchase the securities at an agreed upon date or upon demand and
at a price reflecting a market rate of interest. Reverse repurchase agreements
are subject to each Fund's limitation on borrowings and may be entered into only
with banks or securities dealers or their affiliates. While a reverse repurchase
agreement is outstanding, a Fund will maintain the segregation, either on its
records or with the Trust's custodian, of cash or other liquid securities,
marked to market daily, in an amount at least equal to its obligations under the
reverse repurchase agreement.

Reverse repurchase agreements involve the risk that the buyer of the securities
sold by a Fund might be unable to deliver them when that Fund seeks to
repurchase. If the buyer of securities under a reverse repurchase agreement
files for bankruptcy or becomes insolvent, the buyer or trustee or receiver may
receive an extension of time to

determine whether to enforce a Fund's obligation to repurchase the securities,
and the Fund's use of the proceeds of the reverse repurchase agreement may
effectively be restricted pending such decision.

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

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

NON-U.S. SECURITIES. Each Fund invests a significant portion of its assets in
non-U.S. equity securities.

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

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

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

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

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

INVESTMENTS IN AUSTRALIA. The Currency Hedged DEFA Fund generally invests a
relatively large percentage of its assets in companies organized in Australia.
The economy of Australia is heavily dependent on the demand for natural
resources and agricultural products. Conditions that weaken demand for such
products worldwide could have a negative impact on the Australian economy as a
whole. These and other factors could have a negative impact on Fund performance.

INVESTMENTS IN BRAZIL. The Currency Hedged Emerging Markets Fund invests a
portion of its assets in companies organized and listed in Brazil. Investing in
securities of Brazilian companies involves certain considerations not typically
associated with investing in securities of United States companies or the United
States government, including (i) investment and repatriation controls, which
could affect the Fund's ability to operate, and to qualify for the favorable tax
treatment afforded to regulated investment companies for U.S. Federal income tax
purposes, (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 a trade deficit could have on economic stability
and the Brazilian government's economic policy, (v) 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, and (viii) political and other
considerations, including changes in applicable Brazilian tax laws. These and
other factors could have a negative impact on Fund performance.

INVESTMENTS IN CHINA AND HONG KONG. The Currency Hedged DEFA Fund invests a
portion of its assets in securities listed and traded on the Hong Kong Stock
Exchange. In addition to the aforementioned risks of investing in non-U.S.
securities, investing in securities listed and traded in Hong Kong involves
special considerations not typically associated with investing in countries with
more democratic governments or more established economies or securities markets.
Such risks may include:

(i) the risk of nationalization or expropriation of assets or confiscatory
taxation; (ii) greater social, economic and political uncertainty (including the
risk of war); (iii) dependency on exports and the corresponding importance of
international trade; (iv) the increasing competition from Asia's other low-cost
emerging economies; (v) currency exchange rate fluctuations and the lack of
available currency hedging instruments; (vi) higher rates of inflation; (vii)
controls on foreign investment and limitations on repatriation of invested
capital and on the Fund's ability to

exchange local currencies for U.S. dollars; (viii) greater governmental
involvement in and control over the economy; (ix) the risk that the Chinese
government may decide not to continue to support the economic reform programs
implemented since 1978 and could return to the prior, completely centrally
planned, economy; (x) the fact that China companies, particularly those located
in China, may be smaller, less seasoned and newly-organized companies; (xi) the
difference in, or lack of, auditing and financial reporting standards which may
result in unavailability of material information about issuers, particularly in
China; (xii) the fact that statistical information regarding the economy of
China may be inaccurate or not comparable to statistical information regarding
the U.S. or other economies; (xiii) the less extensive, and still developing,
regulation of the securities markets, business entities and commercial
transactions; (xiv) the fact that the settlement period of securities
transactions in foreign markets may be longer; (xv) the willingness and ability
of the Chinese government to support the Chinese and Hong Kong economies and
markets is uncertain; (xvi) the risk that it may be more difficult, or
impossible, to obtain and/or enforce a judgment than in other countries; (xvii)
the rapidity and erratic nature of growth, particularly in China, resulting in
inefficiencies and dislocations; (xviii) the risk that, because of the degree of
interconnectivity between the economies and financial markets of China and Hong
Kong, any sizable reduction in the demand for goods from China, or an economic
downturn in China, could negatively affect the economy and financial market of
Hong Kong, as well; and (ixx) the risk that certain companies in the Fund's
Index may have dealings with countries subject to sanctions or embargoes imposed
by the U.S. government or identified as state sponsors of terrorism.

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

INVESTMENTS IN INDIA. The Currency Hedged Emerging Markets Fund invests in
securities listed and traded in India. Investments in India may be more volatile
and less liquid and may offer higher potential for gains and losses than
investments in more developed markets. Economic and political structures in
India may lack the stability of more developed nations. Unanticipated political
or social developments in India and surrounding regions may affect the value of
a Fund's investments and the value of Fund shares. Although the government has
recently begun to institute economic reform policies, there can be no assurance
that they will continue to pursue such policies or, if they do, that such
policies will succeed. Monsoons and other natural disasters in India and
surrounding regions also can affect the value of Fund investments.

The laws relating to limited liability of corporate shareholders, fiduciary
duties of officers and directors, and the bankruptcy of state enterprises are
generally less well developed than or different from such laws in the United
States. It may be more difficult to obtain a judgment in Indian courts than it
is in the United States.

The market for securities in India may be less liquid and transparent than the
markets in more developed countries. In addition, strict restrictions on foreign
investment may decrease the liquidity of a Fund's portfolio or inhibit the
Fund's ability to achieve its investment objective. The Fund may be unable to
buy or sell securities or receive full value for such securities. Settlement of
securities transactions in the Indian subcontinent are subject to risk of loss,
may be delayed and are generally less efficient than in the United States. In
addition, disruptions due to work stoppages and trading improprieties in these
securities markets have caused such markets to close. If extended closings were
to occur in stock markets where the Fund was heavily invested, a Fund's ability
to redeem Fund shares could become correspondingly impaired. Each of these
events could have a negative impact on the liquidity and value of the Fund's
investments. To mitigate these risks, a Fund may maintain a higher cash position
than it otherwise would, or a Fund may have to sell more liquid securities which
it would not otherwise choose to sell, possibly diluting its return and
inhibiting its ability to track its Index.

In recent years, exchange-listed companies in the technology sector and related
sectors (such as software) have grown so as to represent a significant portion
of the total capitalization of the Indian market. The value of these companies
will generally fluctuate in response to technological and regulatory
developments. The stock markets in the region are undergoing a period of growth
and change, which may result in trading or price volatility and difficulties in
the settlement and recording of transactions, and in interpreting and applying
the relevant laws and regulations. The securities industries in these countries
are comparatively underdeveloped, and stockbrokers and other intermediaries may
not perform as well as their counterparts in the United States and other more
developed securities markets. In some cases, physical delivery of securities in
small lots has been required in India and a shortage of vault capacity and
trained personnel has existed among qualified custodial Indian banks. These and
other factors could have a negative impact on Fund performance.

INVESTMENTS IN FRANCE. The Currency Hedged DEFA Fund invests in France. France
is a member of the European Economic and Monetary Union ("EMU"). EMU member
countries share coordinated economic policies and a common currency. As a
result, the economy of France may be significantly affected by changes in the
economies of the EMU members or other European countries. These and other
factors could have a negative impact on Fund performance.

INVESTMENTS IN GERMANY. The Currency Hedged DEFA Fund invests in Germany.
Germany is a member of the European Economic and Monetary Union ("EMU"). EMU
member countries share coordinated economic policies and a common currency. As a
result, the economy of Germany may be significantly affected by changes in the
economies of the EMU members or other European countries. Challenges related to
the rebuilding of infrastructure and unemployment in the former area of East
Germany may also impact the economy of Germany. These and other factors could
have a negative impact on Fund performance.

INVESTMENTS IN JAPAN. The Currency Hedged DEFA Fund generally invests a
relatively large percentage of its assets in companies organized in Japan. The
Japanese economy is characterized by government intervention and protectionism,
an unstable financial services sector, and relatively high unemployment.
Economic growth is heavily dependent on international trade, government support
and consistent government policy. Slowdowns in the economies of key trading
partners such as the United States, China and countries in Southeast Asia could
have a negative impact on the Japanese economy as a whole. These and other
factors could have a negative impact on Fund performance.

INVESTMENTS IN SINGAPORE. The Currency Hedged DEFA Fund invests in Singapore.
The economy of Singapore is heavily dependent on international trade and export.
Conditions that weaken demand for such products worldwide or in the Asian region
could have a negative and significant impact on the Singaporean economy as a
whole. In addition, the economy of Singapore may be particularly vulnerable to
external market changes because of its smaller size. These and other factors
could have a negative impact on a Fund performance.

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

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

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

INVESTMENTS IN THE UNITED KINGDOM. The Currency Hedged DEFA Fund invests in
companies organized in the United Kingdom. The United Kingdom has one of the
largest economies in Europe and trades heavily with other European countries.
The economy of the United Kingdom may be impacted by changes to the economic
health of other European countries. These and other factors could have a
negative impact on Fund performance.

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

A Fund will not invest in any unlisted Depositary Receipts or any Depositary
Receipt that WisdomTree Asset Management or the Sub-Adviser deems to be illiquid
or for which pricing information is not readily available. In

addition, all Depositary Receipts generally must be sponsored. However, a Fund
may invest in unsponsored Depositary Receipts under certain limited
circumstances. The issuers of unsponsored Depositary Receipts are not obligated
to disclose material information in the United States, and, therefore, there may
be less information available regarding such issuers and there may not be a
correlation between such information and the market value of the Depositary
Receipts. The use of Depositary Receipts may increase tracking error relative to
an underlying index.

FOREIGN CURRENCY TRANSACTIONS. The Funds intend to enter into foreign currency
forward and foreign currency futures contracts in order to track the performance
of their respective Index, to facilitate local securities settlements and to
protect against currency exposure. 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. 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 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 hedge against currency
fluctuations or "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 Fund 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 hedge or achieve
exposure to, for example, currencies, interest rates, and money market
securities without actually purchasing such currencies or securities. Each Fund
may 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.

FOREIGN 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 in
order to hedge against or gain exposure to foreign currencies. 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.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. Each Fund may use futures
contracts and related options: (i) to attempt to hedge or gain exposure to
foreign currencies, and (ii) to attempt to hedge or 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.

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

PARTICIPATION CERTIFICATES. Each Fund may invest in participation certificates
("Participation Certificates") as a substitute for investing directly in equity
securities. Participation Certificates are notes issued by banks or
broker-dealers and are designed to provide returns corresponding with the
performance of an underlying equity security or market. Participation
Certificates are subject to the risk that the issuer of the note will default on
its obligation, in which case the Fund could lose the entire value of its
investment. The use of Participation Certificates can increase tracking error
relative to the Index. A holder of a Participation Certificates that is linked
to an underlying security may receive any dividends paid in connection with the
underlying security. However, a holder of a Participation Certificates does not
have voting rights, as the holder would if it owned the underlying security
directly. Investing in Participation Certificates may subject the Funds to
counterparty risk. In addition, there can be no assurance that the trading price
of a Participation Certificates will be equal to the underlying value of the
company or market that it seeks to replicate. The Fund will be relying on the
creditworthiness of the counterparty issuing the Participation Certificates and
would lose its investment if such counterparty became insolvent. The Fund will
have no rights against the issuer of the underlying security. A

Participation Certificates may also include transaction costs in addition to
those applicable to a direct investment in securities. The markets on which the
Participation Certificates are traded may be less liquid than the markets for
other securities due to liquidity and transfer restrictions. The markets for
Participation Certificates typically are "over the counter" and may be less
transparent than the markets for listed securities. This may limit the
availability of pricing information and may make it more difficult for the Fund
to accurately value its investments in Participation Certificates. This may
increase tracking error relative to the Index.

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

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

PROXY VOTING POLICY

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

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

The Sub-Adviser or its designated Agent is currently performing certain
proxy-related services pursuant to these procedures, including providing
research and making voting determinations in accordance with the proxy voting
guidelines, voting and submitting proxies and related administrative and
recordkeeping functions. If the guidelines do not address how a proxy should be
voted, the proxy will be voted in accordance with an independent third party's
recommendations. The Sub-Adviser believes that this process is reasonably
designed to address material conflicts of interest that may arise between the
Sub-Adviser and a Fund as to how proxies are voted. If an investment
professional (a portfolio manager, the Sub-Adviser's Chief Investment Officer or
other investment professional) believes that it may be in the best interest of a
Fund to vote in a manner inconsistent with the independent third party's
recommendations, such investment professional must contact the Proxy Committee
and complete a questionnaire to allow the Proxy Committee to review the
recommendation and consider such other matters as it deems appropriate to
determine that there is no material conflict of interest between the Sub-Adviser
and the Fund with respect to the voting of the proxy in that manner. If the
proxy guidelines do not address how a proxy should be voted and the independent
third party refrains from making a recommendation as to how such proxy should be
voted, the Proxy Committee will make a determination as to how the proxy should
be voted. After making such a determination, the Proxy Committee will consider
such matters as it deems appropriate to determine that there is no material
conflict of interest between the Sub-Adviser and the Fund with respect to the
voting of the proxy in that manner.

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

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 [_________] 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 HOLDING DISCLOSURE POLICIES AND PROCEDURES

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.

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.

Each Fund may 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.

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.

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.

DESCRIPTION OF THE WISDOMTREE INDEXES

WisdomTree Currency Hedged DEFA Index

Number of Components: approximately 2446

The WisdomTree Dividend Index of Europe, Far East Asia and Australasia ("DEFA")
is an index of dividend-paying companies in developed markets outside of the
U.S. and Canada that meet certain liquidity and other requirements. The
WisdomTree Currency Hedged DEFA Index seeks to measure the performance of
dividend paying companies in these markets that is not attributable to changes
in the value of foreign currency against the U.S. dollar. International equity
investments contain two components of return: a return attributable to non-U.S.
stock prices and a return attributable to movements of a non-U.S. currency
relative to the U.S. dollar. The WisdomTree Currency Hedged DEFA Index seeks to
remove currency fluctuations relative to the U.S. dollar as a component of the
returns of the Index. In this sense, the Index "hedges" against changes in value
of non-U.S. currencies against the U.S. dollar.

To be included in the WisdomTree Currency Hedged DEFA Index , companies must be
incorporated in one of 16 developed-market European countries represented by the
WisdomTree Europe Dividend Index, Japan, Hong Kong, Singapore, Australia, or New
Zealand, and must be listed on a major securities exchange in one of those
countries. Companies must have paid at least $5 million in cash dividends on
their common stock in the annual cycle prior to the most recent Index
measurement date and must also satisfy specified liquidity and other
requirements. Companies are weighted in the Index based on regular cash
dividends paid.

The Index is designed to minimize the impact of non-U.S. currency fluctuations
on Index returns by including in the Index one-month forward currency contracts.
A one-month forward currency contract is a contract between two parties to buy
or sell a specific currency one month in the future at an agreed-upon rate. The
amount of forward contracts in the Index is set based on the component companies
in the Index and the aggregate exposure in the Index to each non-U.S. currency.
While this approach is designed to minimize the impact of currency fluctuations
on Index returns, the Index does not necessarily eliminate exposure to all
currency fluctuations. The return of the forward contracts may not perfectly
offset the actual fluctuations of non-U.S. currencies relative to the U.S.
dollar. The Index is designed to have higher returns than an equivalent
non-currency hedged index when the U.S. Dollar is going up in value relative to
foreign currencies (e.g., the Euro falls relative to the U.S. dollar).
Conversely, the Index is designed to have lower returns than an equivalent
non-hedged index when the U.S. dollar is falling in value relative to foreign
currencies (e.g., the Euro is rising relative to the U.S. dollar).

WisdomTree Currency Hedged Emerging Markets Index

Number of Components: approximately 300

Index Description. The WisdomTree Currency Hedged Emerging Markets Index seeks
to measure the performance of dividend paying companies in emerging markets that
is not attributable to changes in the value of foreign currency against the U.S.
dollar. International equity investments contain two components of return: a
return attributable to non-U.S. stock prices and a return attributable to
movements of the non-U.S. currency relative to the U.S. dollar. The WisdomTree
Currency Hedged Emerging Markets Index seeks to remove currency fluctuations
relative to the U.S. dollar as a component of the returns of the Index. In this
sense, the Index "hedges" against changes in value of non-U.S. currencies
against the U.S. dollar.

To be included in the WisdomTree Currency Hedged Emerging Markets Index,
companies must be incorporated in and have their shares listed on a major stock
exchange in Argentina, Brazil, Chile, China, Czech Republic, Hungary, India,
Indonesia, Israel, Malaysia, Mexico, Philippines, Poland, Russia, South Africa,
South Korea, Taiwan, Thailand or Turkey. Companies must have paid at least $5
million in cash dividends on their common stock in the annual cycle prior to the
most recent Index measurement date and must also satisfy specified liquidity and
other requirements. Companies are weighted in the Index based on regular cash
dividends paid.

The Index minimizes the impact of non-U.S. currency fluctuations on Index
returns by including in the Index one -month forward currency contracts. A
one-month forward currency contract is a contract between two parties to buy or
sell a specific currency one month in the future at an agreed-upon rate. The
amount of forward contracts in the Index is set based on the component companies
in the Index and the aggregate exposure in the Index to each non-U.S. currency.
While this approach is designed to minimize the impact of currency fluctuations
on Index returns, the Index does not necessarily eliminate exposure to all
currency fluctuations. The return of the forward contracts may not perfectly
offset the actual fluctuations of non-U.S. currencies relative to the U.S.
dollar. The Index is designed to have higher returns than an equivalent
non-currency hedged index when the U.S. Dollar is going up in value relative to
foreign currencies (e.g., the Brazilian Real falls relative to the U.S. dollar).
Conversely, the Index is designed to have lower returns than an equivalent
non-hedged index when the U.S. dollar is falling in value relative to foreign
currencies (e.g., the Brazilian Real is rising relative to the U.S. dollar).

Annual Index Reconstitution. The WisdomTree Indexes are "reconstituted" on an
annual basis. New securities are added to the Indexes only during the "annual
reconstitution." The annual reconstitution of the Indexes takes place at the end
of June and the beginning of July each year.

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

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

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

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

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

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

INVESTMENT LIMITATIONS

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

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

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

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

Senior Securities

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

Borrowing

Borrow money, except as permitted under the 1940 Act.

Underwriting

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

Concentration

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

Real Estate

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

Commodities

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

Loans

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

This means that no more than 33 1/3% of its total assets would be lent to
other parties. This limitation does not apply to purchases of debt
securities or to repurchase agreements, or to acquisitions of loans, loan
participations or other forms of debt instruments, permissible under each
Fund's investment policies.

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

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

CONTINUOUS OFFERING

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

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

Broker-dealer firms should also note that dealers who are not "underwriters" but
are effecting transactions in shares, whether or not participating in the
distribution of shares, generally are required to deliver a prospectus. This is
because the prospectus delivery exemption in Section 4(3) of the Securities Act
is not available in respect of such transactions as a result of Section 24(d) of
the 1940 Act. Firms that incur a prospectus delivery obligation with respect to
shares of the Funds are reminded that, pursuant to Rule 153 under the Securities
Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities
Act owed to an exchange member in connection with the sale on the Listing
Exchange is satisfied by the fact that the prospectus is available at the
Listing Exchange upon request. The prospectus delivery mechanism provided in
Rule 153 is only available with respect to transactions on an exchange.

MANAGEMENT OF THE TRUST

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 49 None.
(1964) President* and officer Investments, Inc. (formerly, Index
since Development Partners, Inc.) and
2005 Director of WisdomTree Investments,
Inc. since 1989.

Amit Muni Treasurer*, Officer Chief Financial Officer of WisdomTree 49 None.
(1969) Assistant since Investments, Inc. since March 2008;
Secretary* 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 49 None.
(1967) Chief Legal since Investments, Inc. since 2005; Senior
Officer* 2005 Counsel at Barclays Global Investors,
N.A. from 2002 to 2005; Counsel at
Barclays Global Investors, N.A. from
2000 to 2001.

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

Independent Trustees

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 49 None.
(1961)* since Living Omnimedia, Inc. Since 2007;
2006 Executive Vice President of Licensing
and Legal Affairs, General Counsel and
Secretary of Ziff Davis Media Inc.
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. 49 None.
(1955)** since Rogers College of Law since 1999;
2006 Professor at University of Arizona
James E. Rogers College of Law since
1990.

Victor Ugolyn Trustee, Trustee President and Chief Executive Officer 49 Trustee on
(1947) Chairman since of William D. Witter, Inc. 2005 to Board of
of the 2006 August 2006; Consultant to AXA Trustees of
Board of Enterprise in 2004; Chairman, Naismith
Trustees President and Chief Executive Officer Memorial
of Enterprise Capital Management Basketball
(subsidiary of The MONY Group, Inc.) Hall of Fame;
and Enterprise Group of Funds, Member of the
Chairman of MONY Securities Board of
Corporation, and Chairman of the Fund Overseers of
Board of Enterprise Group of Funds the Hoover
from 1991 to 2004. Institution
at Stanford
University.

----------
* Chair of the Audit Committee.

** Chair of the Governance and Nominating Committee.

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.

The Board of Trustees of the Trust met eight times during the fiscal year ended
March 31, 2008.

Committees of the Board of Trustees

Audit Committee. Each Independent Trustee is a member of the Trust's Audit
Committee (the "Audit Committee"). The principal responsibilities of the Audit
Committee are the appointment, compensation and oversight of the Trust's
independent auditors, including the resolution of disagreements regarding
financial reporting between Trust management and such independent auditors. The
Audit Committee's responsibilities include, without limitation, to (i) oversee
the accounting and financial reporting processes of the Trust and its internal
control over financial reporting and, as the Committee deems appropriate, to
inquire into the internal control over financial reporting of certain
third-party service providers; (ii) oversee the quality and integrity of the
Funds' financial statements and the independent audits thereof; (iii) oversee,
or, as appropriate, assist Board oversight of, the Trust's compliance with legal
and regulatory requirements that relate to the Trust's accounting and financial
reporting, internal control over financial reporting and independent audits;
(iv) approve prior to appointment the engagement of the Trust's independent
auditors and, in connection therewith, to review and evaluate the
qualifications, independence and performance of the Trust's independent
auditors; and (vi) act as a liaison between the Trust's independent auditors and
the full Board. The Board of the Trust has adopted a written charter for the
Audit Committee. The Audit Committee has retained independent legal counsel to
assist it in connection with these duties. During the fiscal year ended March
31, 2008, the Audit Committee held six meetings.

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. During the fiscal year ended March 31, 2008, the
Nominating Committee held one meeting.

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

Each Independent Trustee receives annual compensation of $110,000. The Audit
Committee Chairman will be paid an additional 10% and the Independent Chairman
of the Board will be paid an additional 50% 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 meetings. Prior to December 2007, each
Independent Trustee received $40,000 annually. The Audit Committee Chairman
received an additional 10% and the Independent Chairman received an additional
50% of this amount.

The following table sets forth the fees paid to each Trustee for the fiscal
year-ended March 31, 2008.

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

Jonathan Steinberg None None None None

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

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

Trustees and officers of the Trust collectively owned less than 1% of each of
the Trust's outstanding shares as of June 30, 2008.

Control Persons and Principal Holders of Securities. Since the Funds had not
commenced operations as of the date of this SAI, the name and percentage holding
of each Depository Trust Company ("DTC") participant that owns of record 5% or
more of each Fund's outstanding shares is not yet available.

Investment Adviser. WisdomTree Asset Management serves as investment adviser to
each Fund pursuant to an Investment Advisory Agreement between the Trust and
WisdomTree Asset Management. WisdomTree Asset Management, which does not manage
any other investment companies and has limited experience as an investment
adviser, is a Delaware corporation registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and has
offices located at 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 Currency Hedged DEFA Fund __%
WisdomTree Currency Hedged Emerging Markets Fund __%

With respect to each Fund WisdomTree Asset Management has agreed to pay all
expenses of the Trust, except for: (i) brokerage expenses and other expenses
(such as stamp taxes) connected with the execution of portfolio transactions or
in connection with creation and redemption transactions; (ii) legal fees or
expenses in connection with any arbitration, litigation or pending or threatened
arbitration or litigation, including any settlements in connection therewith;
(iii) compensation and expenses of each Independent Trustee; (iv) compensation
and expenses of counsel to the Independent Trustees; (v) compensation and
expenses of the Trust's chief compliance officer; (vi) extraordinary expenses;
(vii) distribution fees and expenses paid by the Trust under any distribution
plan adopted pursuant to Rule 12b-1 under the 1940 Act; and (viii) the advisory
fee payable to WisdomTree Asset Management. Pursuant to a separate contractual
arrangement with respect to each Fund, WisdomTree arranges for the provision of
chief compliance officer ("CCO") services and is liable and responsible for, and
administers, payments to the CCO, the Independent Trustees and counsel to the
Independent Trustees, in exchange for a fee paid by each Fund of up to 0.0044%
of the Fund's average daily net assets.

The Advisory Agreement with respect to each Fund continues in effect for two
years from its effective date, and thereafter is subject to annual approval by
(i) the Board of Trustees of the Trust or (ii) the vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Fund, provided
that in either event such continuance also is approved by a vote of a majority
of the Trustees of the Trust who are not interested persons (as defined in the
1940 Act) of the Fund, by a vote cast in person at a meeting called for the
purpose of voting on such approval. If the shareholders of any Fund fail to
approve the 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 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. [_____________] a registered investment adviser with offices
located at [___________], serves as the Sub-Adviser for each Fund. [_____], as
of June 30, 2008 managed more than $___ billion in investments. The Sub-Adviser
chooses each Fund's portfolio investments and places orders to buy and sell the
Fund's portfolio investments. WisdomTree Asset Management pays the Sub-Adviser
for providing sub-advisory services to the Funds in accordance with the table
set forth below.

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

o _ basis points (____%) of the first $_ billion in combined
daily net assets of the Funds;

o _ basis points (____%) of the next $3 billion in combined
daily net assets of the Funds; and

o ___ basis points (_____%) of the combined daily net assets of
the Funds in excess of $_ billion.

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

Portfolio Managers. Each Fund is managed by the Sub-Adviser's Index Fund
Management Division. The five most senior members are [_________]

[BIOGRAPHIES TO BE ADDED BY AMENDMENT]

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

Including the WisdomTree portfolios, as of June 30, 2008, the Index Fund
Management team managed [__] other registered investment companies with
approximately $___ billion in assets; [_________] pooled investment vehicles
with approximately $[__] billion in assets and [_________] other accounts with
approximately $[__] billion in assets.

Portfolio Manager Fund Ownership

As of June 30, 2008, the dollar range of securities beneficially owned by the
following Portfolio Managers in the Trust is as follows:

Dollar Range of Securities
Portfolio Manager Beneficially Owned
-------------------- --------------------------
Name None
Name None
Name None
Name None
Name None

Portfolio Manager Compensation

As of June 30, 2008, the Sub-Adviser's Portfolio Managers' compensation
generally consists of base salary, bonus, and various long-term incentive
compensation vehicles, if eligible. In addition, Portfolio Managers are eligible
for the standard retirement benefits and health and welfare benefits available
to all Sub-Advisor employees. In the case of Portfolio Managers responsible for
managing the Funds and managed accounts, the method used to determine their
compensation is the same for all Funds and investment accounts. A Portfolio
Manager's base salary is determined by the manager's experience and performance
in the role, taking into account the ongoing compensation benchmark analyses
performed by Sub-Advisor's Human Resources Department. A Portfolio Manager's
base salary is

generally a fixed amount that may change as a result of periodic reviews, upon
assumption of new duties, or when a market adjustment of the position occurs. A
Portfolio Manager's bonus is determined by a number of factors.

One factor is gross, pre-tax performance of a fund relative to expectations for
how the fund should have performed, given its objectives, policies, strategies
and limitations, and the market environment during the measurement period. This
performance factor is not based on the value of assets held in a fund's
portfolio. For each Fund, the performance factor depends on how the Portfolio
Manager performs relative to the Fund's benchmark and the Fund's peer group,
over one-year and three-year time periods. Additional factors include the
Portfolio Manager's contributions to the investment management functions within
the sub-asset class, contributions to the development of other investment
professionals and supporting staff, and overall contributions to strategic
planning and decisions for the investment group. The bonus is paid on an annual
basis.

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

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

Administrator, Custodian and Transfer Agent. [_________] serves as
administrator, custodian and transfer agent for the Funds. [______]'s principal
address is [_________]. Under the Fund Administration and Accounting Agreement
with the Trust, [_____] provides necessary administrative, legal, tax,
accounting services, and financial reporting for the maintenance and operations
of the Trust and each Fund. In addition, [_____] makes available the office
space, equipment, personnel and facilities required to provide such services.
Under the custody agreement with the Trust, [_____] 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. [_____] is
required, upon the order of the Trust, to deliver securities held by [_____] and
to make payments for securities purchased by the Trust for each Fund. Also,
under a Delegation Agreement, [_____] 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,
[_____] 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, [_____] 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 [_____].

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

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

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

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

Brokerage Transactions

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

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 is comprised of 49 Funds. Each Fund issues shares of
beneficial interest, with $0.001 par value. The Board may designate additional
Funds. The Trust is registered with the SEC as an open-end management investment
company.

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

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

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

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

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

Absent an applicable exemption or other relief from the SEC or its staff,
beneficial owners of more than 5% of the shares of a Fund may be subject to the
reporting provisions of Section 13 of the 1934 Act and the SEC's rules
promulgated thereunder. In addition, absent an applicable exemption or other
relief from the SEC staff, officers and Trustees of a Fund and beneficial owners
of 10% of the shares of a Fund ("Insiders") may be subject to the insider
reporting, short-swing profit and short sale provisions of Section 16 of the
1934 Act and the SEC's rules promulgated thereunder. Beneficial owners and
Insiders should consult with their own legal counsel concerning their
obligations under Sections 13 and 16 of the 1934 Act.

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

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

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

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

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

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

The Trust has no responsibility or liability for any aspect of the records
relating to or notices to Beneficial Owners, or payments made on account of
beneficial ownership interests in such shares, or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests, or for
any other aspect of the relationship between DTC and the DTC Participants or the
relationship between such DTC Participants and the Indirect Participants and
Beneficial Owners owning through such DTC Participants. DTC may decide to
discontinue providing its service with respect to shares of the Trust at any
time by giving reasonable notice to the Trust and discharging its
responsibilities with respect thereto under applicable law. Under such
circumstances, the Trust shall take action to find a replacement for DTC to
perform its functions at a comparable cost.

Creation & Redemption of Creation Unit Aggregations

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

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

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

The Cash Component is sometimes also referred to as the "Balancing Amount." The
Cash Component serves the function of compensating for any differences between
the NAV per Creation Unit Aggregation and the Deposit

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

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

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

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

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

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

All orders to create shares must be placed for one or more Creation Unit
Aggregations. Except as described herein, all orders to create Creation Unit
Aggregations must be received by the Distributor no later than the closing time
of the regular trading session on the applicable Listing Exchange ("Closing
Time") (ordinarily 4:00 p.m., Eastern time) in each case on the date such order
is placed in order for creation of Creation Unit Aggregations to be effected
based on the NAV of shares of the applicable Fund as next determined on such
date after receipt of the order in proper form.

The date on which an order to create Creation Unit Aggregations (or an order to
redeem Creation Unit Aggregations, as discussed below) is placed is referred to
as the "Transmittal Date." Orders must be transmitted by an Authorized
Participant by telephone or other transmission method acceptable to the
Distributor pursuant to procedures set forth in the Participant Agreement, as
described below. Economic or market disruptions or changes, or telephone or
other communication failure, may impede the ability to reach the Distributor or
an Authorized Participant.

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

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

Placement of Creation Orders. For each Fund, the Custodian shall cause the
sub-custodian of the Funds to maintain an account into which the Authorized
Participant shall deliver, on behalf of itself or the party on whose behalf it
is acting, the securities included in the designated Fund Deposit (or the cash
value of all or part of such securities, in the case of a permitted or required
cash purchase or "cash in lieu" amount), with any appropriate adjustments as
advised by the Trust. Deposit Securities must be delivered to

an account maintained at the applicable local sub-custodian(s). Except as
described herein, orders to purchase Creation Unit Aggregations must be received
by the Distributor from an Authorized Participant on its own or another
investor's behalf by the closing time of the regular trading session on the
applicable Listing Exchange on the relevant Business Day. However, when a
relevant local market is closed due to local market holidays, the local market
settlement process will not commence until the end of the local holiday period.
Settlement must occur by 2:00 p.m., Eastern time, on the contractual settlement
date.

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

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

Cash Purchases. When, in the sole discretion of Trust, cash purchases of
Creation Unit Aggregations of Shares are available or specified for a Fund, such
purchases shall be effected in essentially the same manner as in-kind purchases
thereof. In the case of a cash purchase, the Authorized Participant must pay the
cash equivalent of the Deposit Securities it would otherwise be required to
provide through an in-kind purchase, plus the same Cash Component required to be
paid by an in-kind purchaser. In addition, to offset Trust's brokerage and other
transaction costs associated with using the cash to purchase the requisite
Deposit Securities, the Authorized Participant must pay a fixed purchase
Transaction Fee. The Transaction Fees for in-kind and cash purchases of Creation
Units of Shares are described in the Prospectus.

Acceptance of Orders for Creation Unit Aggregations. The Trust reserves the
absolute right to reject or revoke acceptance of a creation order transmitted to
it by the Distributor in respect of any Fund if: (i) the order is not in proper
form; (ii) the investor(s), upon obtaining the shares ordered, would own 80% or
more of the currently outstanding shares of any Fund; (iii) the Deposit
Securities delivered are not as disseminated through the facilities of the NSCC
for that date by the Fund as described above; (iv) acceptance of the Deposit
Securities would have certain adverse tax consequences to the Fund; (v)
acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful;
(vi) acceptance of the Fund Deposit would otherwise, in the discretion of the
Trust or WisdomTree Asset Management, have an adverse effect on the Trust or the
rights of beneficial owners; or (vii) in the event that circumstances outside
the control of the Trust, the Custodian, 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, the Custodian 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, the
Custodian, a sub-custodian and the Distributor are under no duty, however, to
give notification of any defects or irregularities in the delivery of Fund
Deposits nor shall any of them incur any liability for the failure to give any
such notification.

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

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

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

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

WisdomTree Currency Hedged DEFA Fund $ -- $ --
WisdomTree Currency Hedged Emerging Markets Fund $ -- $ --

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

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

To the extent contemplated by an Authorized Participant's agreement, in the
event the Authorized Participant has submitted a redemption request in proper
form but is unable to transfer all or part of the Creation Unit Aggregation to
be redeemed to the 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 110%, which WisdomTree Asset Management may change from time to time,
of the value of the missing shares.

The current procedures for collateralization of missing shares require, among
other things, that any cash collateral shall be in the form of U.S. dollars in
immediately-available funds and shall be held by the Custodian and marked to
market daily, and that the fees of the Custodian and any sub-custodians in
respect of the delivery, maintenance and redelivery of the cash collateral shall
be payable by the Authorized Participant. The Authorized Participant's agreement
will permit the Trust, on behalf of the affected Fund, to purchase the missing
shares or acquire the Deposit Securities and the Cash Component underlying such
shares at any time and will subject the Authorized Participant to liability for
any shortfall between the cost to the Trust of purchasing such shares, Deposit
Securities or Cash Component and the value of the collateral.

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

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

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

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

Cash Redemptions. In the event that, in the sole discretion of Trust, cash
redemptions are permitted or required by Trust, proceeds will be paid to the
Authorized Participant redeeming Shares on behalf of the redeeming investor as
soon as practicable after the date of redemption.

REGULAR HOLIDAYS. Each Fund generally intends to effect deliveries of Creation
Unit Aggregations and Portfolio Securities on a basis of T+3. Each Fund may
effect deliveries of Creation Unit Aggregations and Portfolio Securities on a
basis other than T plus three in order to accommodate local holiday schedules,
to account for different treatment among foreign and U.S. markets of dividend
record dates and ex-dividend dates, or under certain other circumstances. The
ability of the Trust to effect in-kind creations and redemptions within three
Business Days of receipt of an order in good form is subject, among other
things, to the condition that, within the time period from the date of the order
to the date of delivery of the securities, there are no days that are holidays
in the applicable foreign market. For every occurrence of one or more
intervening holidays in the applicable foreign market that are not holidays
observed in the U.S. equity market, the redemption settlement cycle will be
extended by the number of such intervening holidays. In addition to holidays,
other unforeseeable closings in a foreign market due to emergencies may also
prevent the Trust from delivering securities within normal settlement period.

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

Listed below are the dates in calendar year 2008 in which the regular holidays
in non-U.S. markets may impact Fund settlement. This list may not be complete
and is subject to change.

Argentina
Jan 1 Jun 16 Dec 25
March 20, 21, 24 July 9
April 2 Aug 18
May 1 Nov 8

Australia
Jan 1, 28 Dec 25
Mar 21, 24 Dec 26
Apr 25
Jun 9

Austria
Jan 1 Aug 15
March 21, 24 Dec 8
May 1, 12 Dec 25
May 22 Dec 26

Belgium
Jan 1
March 21, 24
May 1
Dec 25, 26

Brazil
Jan 1 May 1, 22
Feb 4, 5 July 9
Mar 21 Nov 20
Apr 21 Dec 25, 24

Canada
Jan 1 Jul 1 Dec 25
Feb 18 Aug 4 Dec 26
March 21 Sep 1
May 19 Oct 13

Chile
Jan 1 July 16 Dec 8
March 21 Aug 15 Dec 25, 31
Apr 14 Sep 18
May 1, 21 Sep 19

China (Shanghai)
Jan 1 May 2 Oct 3
Feb 6, 7, 8, 11, 12 June 9
Apr 4 Sept 15, 29, 30
May 1 Oct 1, 2

China (Shenzhen)
Jan 1 May 2 Oct 2
Feb 6, 7, 8, 11, 12 June 9 Oct 3
Apr 4 Sept 15, 29, 30
May 1 Oct 1

Denmark
Jan 1 May 1, 12
Mar 20, 21, 24 Jun 5
Apr 18 Dec 25, 24, 31
Apr 18 Dec 26

Finland
Jan 1 Dec 25, 26, 31
March 21, 24
May 1
Jun 20

France
Jan 1 Dec 26
March 21, 24
May 1
Dec 25

Greece
Jan 1 Apr 21 Aug 15
Mar 10, 21 Apr 24 Dec 25
Apr 14 May 1 Dec 26
Apr 17 Jun 12

Germany
Jan 1 June 16 Dec 26
March 21, 24, 10, 25 Aug 15
April 25, 28 Oct 28
May 1 Dec 25

Hong Kong
Jan 1 May 1, 12 Oct 1, 7
Feb 7, 8 June 9 Dec 25
March 21, 24 July 1 Dec 26
Apr 4 Sept 15

India
March 6, 20, 21 Sept 3
Apr 14, 18 Oct 2, 9, 28, 30
May 1, 19 Dec 9, 25
Aug 15, 19

Ireland
Jan 1 Dec 25
March 21, 24 Dec 26
May 5
Jun 2

Israel
Mar 21 Aug 10 Oct 9, 13, 14, 19, 20, 21
Apr 20 Sept 29, 30
May 7, 8 Oct 1
Jun 8, 9 Oct 8

Italy
Jan 1 Aug 15
March 21, 24 Dec 25
Apr 25 Dec 26
May 1

Japan
Jan 1, 2 April 29 Nov 3
Jan 3 May 5, 6 Nov 24
Jan 14 Jul 21 Dec 23, 31
Feb 11 Sep 15, 23
Mar 20 Oct 13

Malaysia
Jan 1 May 1, 19 Dec 25, 8, 29
Jan 10, 23 Sept 1
Feb 1, 7, 8 Oct 1, 2
March 20 Oct 27

Mexico
Jan 1 May 1 Dec 12
Feb 4 Sept 16 Dec 25
March 17, 20, 21 Nov 17

New Zealand
Jan 1 Apr 25 Dec 26
Jan 2 Jun 2
Feb 6 Oct 27
March 21, 24 Dec 25

Netherlands
Jan 1 Dec 26
March 21, 24
May 1
Dec 25

Norway
Jan 1 Dec 26
March 20, 21, 24
May 1, 12
Dec 25, 24

Portugal
Jan 1 Dec 26
March 21, 24, 25
May 1
Dec 25

Singapore
Jan 1 Oct 1, 28
Feb 7, 8 Dec 8, 25
March 21
May 1, 19

South Africa
Jan 1 Jun 16
Mar 21, 24 Sep 24
Apr 28 Dec 16, 25
May 1 Dec 26

South Korea
Jan 1 May 31 Oct 3
Feb 6, 7, 8 Jun 6 Oct 6
Apr 9 Jul 17 Dec 25
May 1 Aug 15 Dec 31
May 5, 12 Sept 15

Spain
Jan 1, 7 Dec 25
March 21, 24 Dec 26
May 1

Sweden
Jan 1 Jun 6
March 21, 24 Dec 24, 25
May 1 Dec 26, 31

Switzerland
Jan 1, 2 May 12 Dec 26
March 21, 24 Aug 1
May 1 Dec 25

Taiwan
Jan 1 May 1
Feb 6, 7, 8, 11, 28 Oct 10
Apr 4

Thailand
Jan 1 May 5 Oct 23
Feb 21 May 19 Dec 5
Apr 7, 14, 15 Jul 1, 17 Dec 10
May 1 Aug 12

United Kingdom
Jan 1 Aug 25
March 21, 24 Dec 25
May 5, 26 Dec 26

United States
Jan 1 May 26 Dec 25
Jan 21 Jul 4
Feb 18 Sep 1
March 21 Nov 27

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 a 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 a 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 a 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 a 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; and

(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 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.

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 RIC that is accorded special
tax treatment.

Each Fund intends to distribute at least annually to its shareholders
substantially all of its investment company taxable income and its 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 that 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.

If a Fund fails to distribute in a calendar year an amount at least equal to the
sum of 98% of its ordinary income for such year and 98% of its capital gain net
income for the one-year period ending October 31 of such year, plus any retained
amount from the prior year, the Fund will be subject to a nondeductible 4%
excise tax on the undistributed amount. For these purposes, a Fund will be
treated as having distributed any amount on which it has been subject to
corporate income tax for 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 a 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 are taxable whether shareholders receive them
in cash or reinvest them in additional shares. Moreover, distributions on the
Funds' shares are generally subject to federal income tax as described herein to
the extent they do not exceed the Funds' realized income and gains, even though
such dividends and distributions may economically represent a return of a
particular shareholder's investment. Such distributions are likely to occur in
respect of shares purchased at a time when a Fund's net asset value reflects
gains that are either unrealized, or realized but not distributed. Such realized
gains may be required to be distributed even when a Fund's net asset value also
reflects unrealized losses.

Distributions by the Funds 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 Fund shares. Distributions of net
capital gains from the sale of investments that the Funds owned for more than
one year and that are properly designated by the Funds 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.

In determining its net capital gain for Capital Gain Dividend purposes, a RIC
generally must treat any net capital loss or any net long-term capital loss
incurred after October 31 as if it had been incurred in the succeeding year.
Treasury Regulations permit a RIC, in determining its taxable income, to elect
to treat all or a part of any net capital loss, any net long-term capital loss
or any foreign currency loss incurred after October 31 as if it had been
incurred in the succeeding year.

For taxable years beginning before January 1, 2011, distributions of investment
income designated by a Fund as derived from "qualified dividend income" will be
taxed in the hands of individuals at the rates applicable to long-term capital
gain, provided holding period and other requirements are met at both the
shareholder and Fund level. In order for some portion of the dividends received
by a Fund shareholder to be "qualified dividend income," the Fund making the
distribution must meet holding period and other requirements with respect to
some portion of the dividend-paying stocks in its portfolio and the shareholder
must meet holding period and other requirements with respect to the Fund's
shares. A dividend will not be treated as qualified dividend income (at either
the Fund or shareholder level) (1) if the dividend is received with respect to
any share of stock held for fewer than 61 days during the 121-day period
beginning on the date that is 60 days before the date on which such share
becomes ex-dividend with respect to such dividend (or, in the case of certain
preferred stock, 91 days during the 181-day period beginning 90 days before the
ex-dividend date), (2) to the extent that the recipient is under an obligation
(whether pursuant to a short sale or otherwise) to make related payments with
respect to positions in substantially similar or related property, (3) if the
recipient elects to have the dividend income treated as investment income for
purposes of the limitation on deductibility of investment interest, or (4) if
the dividend is received from a foreign corporation that is (a) not eligible for
the benefits of a comprehensive income tax treaty with the United States (with
the exception of dividends paid on stock of such a foreign corporation that is
readily tradable on an established securities market in the United States) or
(b) treated as a passive foreign investment company.

In general, distributions of investment income designated by a Fund as derived
from qualified dividend income will be treated as qualified dividend income by a
shareholder taxed as an individual, provided the shareholder meets the holding
period and other requirements described above with respect to a Fund's shares.
If the aggregate qualified dividends received by a Fund during any taxable year
are 95% or more of its gross income (excluding net long-term capital gain over
net short-term capital loss), then 100% of a Fund's dividends (other than
dividends properly designated as Capital Gain Dividends) will be eligible to be
treated as qualified dividend income.

Dividends of net investment income received by corporate shareholders of a Fund
will qualify for the 70% dividends received deduction generally available to
corporations to the extent of the amount of qualifying dividends received by the
Funds from domestic corporations for the taxable year. A dividend received by a
Fund will not be treated as a qualifying dividend (1) if the stock on which the
dividend is paid is considered to be "debt-financed" (generally, acquired with
borrowed funds), (2) if it has been received with respect to any share of stock
that the Fund has held for less than 46 days during the 91-day period beginning
on the date that is 45 days before the date on which the share becomes
ex-dividend with respect to such dividend (91 days during the 181-day period
beginning 90 days before the ex-dividend date in the case of certain preferred
stock) or (3) to the extent that the Fund is under an obligation (pursuant to a
short sale or otherwise) to make related payments with respect to positions in
substantially similar or related property. Moreover, the dividends received
deduction may be disallowed or reduced (1) if the corporate shareholder fails to
satisfy the foregoing requirements with respect to its shares of a Fund or (2)
by application of the Code.

To the extent that a Fund makes a distribution of income received by the Fund in
lieu of dividends (a "substitute payment") with respect to securities on loan
pursuant to a securities lending transaction, such income will not constitute
qualified dividend income to individual shareholders and will not be eligible
for the dividends received deduction for corporate shareholders.

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 the
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.

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 a 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. The backup withholding tax rate is 28%
for amounts paid through 2010. This rate will expire and the backup withholding
rate will be 31% for amounts paid after December 31, 2010, unless Congress
enacts legislation providing otherwise.

Federal Tax Treatment of Certain Fund Investments. Transactions of the Funds in
options, futures contracts, hedging transactions, forward contracts, swap
agreements, participation certificates, 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, 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 a Fund.

The Funds' transactions in foreign currencies, foreign currency-denominated debt
obligations and certain foreign currency options, futures contracts, and forward
contracts (and similar instruments) may give rise to ordinary income or loss to
the extent such income or loss results from fluctuations in the value of the
foreign currency concerned.

Certain of a Funds' hedging activities (including transactions in foreign
currencies or foreign-currency denominated instruments) may produce a difference
between its book income and its taxable income. If a Fund's book income exceeds
its taxable income, the distribution (if any) of such excess generally will be
treated as (i) a dividend to the extent of the Fund's remaining earnings and
profits, (ii) thereafter, as a return of capital to the extent of the
recipient's basis in its shares, and (iii) thereafter, as gain from the sale or
exchange of a capital asset. If a Fund's book income is less than its taxable
income, the Fund could be required to make distributions exceeding book income
to qualify as a RIC that is accorded special tax treatment.

Foreign Investments. Income received by a Fund from investments in foreign
countries (including, for example, dividends, interest or gains from stock or
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
in some cases reduce or eliminate such taxes. If as of the end of a Fund's
taxable year more than 50% a Fund's assets consist of the securities of foreign
corporations, 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 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.

Investment in PFICs. Equity investments by a Fund in certain "passive foreign
investment companies" ("PFICs") could potentially subject the Fund to a U.S.
federal income tax (including interest charges) on distributions received from
the PFICs or on proceeds received from dispositions of shares in the PFICs. This
tax cannot be eliminated by making distributions to Fund shareholders. However,
a Fund may elect to avoid the imposition of that tax. For example, a Fund may
make an election to mark the gains (and to a limited extent losses) of a PFIC
"to the market" as though it had sold and repurchased its holdings in the PFIC
on the last day of the Fund's taxable year. A Fund may also, in certain
circumstances, elect to treat a PFIC as a "qualified electing fund" (i.e., make
a "QEF election"), in which case the Fund will be required to include as income
its share of the company's income and net capital gains annually, regardless of
whether it receives any distribution from the company. Such gains and losses are
treated as ordinary income and loss. The mark-to-market and QEF elections may
accelerate the recognition of income (without the receipt of cash) and increase
the amount required to be distributed by a Fund to avoid taxation. Making either
of these elections therefore may require a Fund to liquidate other investments
(including when it is not advantageous to do so) to meet its distribution
requirement, which also may accelerate the recognition of gain and affect a
Fund's total return. Dividends paid by PFICs will not be eligible to be treated
as "qualified dividend income."

Additional Tax Information Concerning REITs. Each Fund may invest in REITs.
Investments in REIT equity securities may require a Fund to accrue and
distribute income not yet received. To generate sufficient cash to make the
requisite distributions, a Fund may be required to sell securities in its
portfolio (including when it is not advantageous to do so) that it otherwise
would have continued to hold. A Fund's investments in REIT equity securities may
at other times result in a Fund's receipt of cash in excess of the REIT's
earnings; if a Fund distributes these amounts, these distributions could
constitute a return of capital to Fund shareholders for federal income tax
purposes. Dividends received by a Fund from a REIT generally will not constitute
qualified dividend income.

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

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 that 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 REMICs or TMPs.

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 IRS
guidance issued in October 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 a
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 a 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. At the time of this filing, it is unclear
whether the legislation will be enacted and, if enacted, what the term of the
extension will be. 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 foreign 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.

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. 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.

Creation and Redemption of Creation Units. An Authorized Participant who
exchanges securities for Creation Units generally will recognize a gain or a
loss. The gain or loss will be equal to the difference between the market value
of the Creation Units at the time and the sum of the exchanger's aggregate basis
in the securities surrendered plus the amount of cash paid for such Creation
Units. A person who redeems Creation Units 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 market value of any securities received plus the
amount of any cash received for such Creation Units. The Internal Revenue
Service, however, may assert that a loss realized upon an exchange of securities
for Creation Units cannot be deducted currently under the rules governing "wash
sales," or on the basis that there has been no significant change in economic
position.

Any capital gain or loss realized upon the creation of Creation Units will
generally be treated as long-term capital gain or loss if the securities
exchanged for such Creation Units have been held for more than one year. Any
capital gain or loss realized upon the redemption of Creation Units will
generally be treated as long-term capital gain or loss if the shares comprising
the Creation Units have been held for more than one year. Otherwise, such
capital gains or losses will be treated as short-term capital gains or losses.

In some circumstances, a redemption of Creation Units may be treated as
resulting in a distribution to which section 301 of the Code applies,
potentially causing amounts received by the shareholder in the redemption to be
treated as dividend income rather than as a payment in exchange for Creation
Units. The rules for determining when a redemption will be treated as giving
rise to a distribution under section 301 of the Code and the tax consequences of
Code section 301 distributions are complex.

Persons purchasing or redeeming Creation Units should consult their own tax
advisors with respect to the tax treatment of any creation or redemption
transaction.

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.

Determination of NAV

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

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

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

Dividends and Distributions

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

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

Financial Statements

The audited financial statements, including the financial highlights appearing
in the Trust's annual report to shareholders for the fiscal year ended March 31,
2008 have been filed electronically with the Securities and Exchange Commission.
You may request a copy of the Trust's Annual Report at no charge by calling
866-909-9473 or through the Trust's website at www.wisdomtree.com. Financial
Highlights are not yet available for the Funds because they had not 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, with offices
located at 5 Times Square, New York, New York 10036, serves as the independent
auditor of the Trust.

Part C: Other Information

Item 23. Exhibits

Exhibit Description
Number

(a)(1) Trust Instrument of the Registrant dated December 15, 2005 is
incorporated herein by reference to exhibit (a) of Registrant's
Initial Registration Statement on Form N-1A filed on March 13,
2006.

(a)(2) Certificate of Trust as filed with the State of Delaware on
December 15, 2005 is incorporated herein by reference to exhibit
(a)(2) of Registrant's Initial Registration Statement on Form N-1A
filed on March 13, 2006.

(a)(3) Schedule A to the Trust Instrument is incorporated herein by
reference to exhibit (a)(3) of the Registrant's Post-Effective
Amendment No. 15 filed on April 30, 2008.

(b) By-Laws of the Registrant is incorporated herein by reference to
exhibit (b)of Registrant's Initial Registration Statement on Form
N-1A filed on March 13, 2006.

(c) Portions of the Trust Instrument and By-Laws of the Registrant
defining the rights of holders of shares of the Registrant
(Reference is made to Article II Sections 2, 3 and 8, and Articles
III, IV, V, VI, VII, VIII, IX and X of the Registrant's Trust
Instrument, filed as Exhibit (a)(1) to Registrant's Initial
Registration Statement on Form N-1A filed on March 13, 2006; and to
Articles I, V, and VI of the Registrant's By-Laws, filed as Exhibit
(b) to Registrant's Initial Registration Statement on Form N-1A
filed on March 13, 2006.)

(d)(1) Investment Advisory Agreement between the Registrant (on behalf of
all series except the WisdomTree India Earnings Fund and the
WisdomTree Middle East Dividend Fund) and WisdomTree Asset
Management, Inc. is incorporated herein by reference to exhibit
(d)(1) of Registrant's Post-Effective Amendment No. 2 filed on
September 29, 2006.

(d)(2) Investment Advisory Agreement Schedule (on behalf of all series
except the WisdomTree India Earnings Fund and the WisdomTree Middle
East Dividend Fund)*

(d)(3) Investment Advisory Agreement between the Registrant (on behalf of
the WisdomTree Middle East Dividend Fund) and WisdomTree Asset
Management, Inc. is incorporated herein by reference to exhibit
(d)(3) of Registrant's Post Effective Amendment No. 16 filed on
June 27, 2008.

(d)(4) Investment Advisory Agreement Schedule (on behalf of the WisdomTree
Middle East Dividend Fund) is incorporated herein by reference to
exhibit (d)(4) of Registrant's Post Effective Amendment No. 16
filed on June 27, 2008.

(d)(5) Investment Advisory Agreement between the Registrant (on behalf
WisdomTree India Earnings Fund)and WisdomTree Asset Management,
Inc. is incorporated herein by reference to exhibit (d)(5) of
Registrant's Post-Effective Amendment No. 10 filed on January 2,
2008.

(d)(6) Sub-Advisory Agreement between WisdomTree Asset Management, Inc.
and BNY Investment Advisors (on behalf of all series except the
WisdomTree Currency Funds) is incorporated herein by reference to
exhibit (d)(3) of Registrant's Post-Effective Amendment No. 10
filed on January 2, 2008.

(d)(7) Sub-Advisory Agreement Appendix A (on behalf of all series except
the WisdomTree Currency Funds)*

(d)(8) Sub-Advisory Agreement among WisdomTree Asset Management, Inc. and
Mellon Capital Management Corporation and The Dreyfus Corporation
on behalf of the WisdomTree Currency Funds is incorporated herein
by reference to exhibit (d)(6) of Registrant's Post-Effective
Amendment No. 14 filed on April 4, 2008.

(d)(9) Investment Advisory Agreement between WisdomTree Asset Management,
Inc. and WisdomTree India Investment Portfolio, Inc. is
incorporated herein by reference to exhibit (d)(7) of Registrant's
Post-Effective Amendment No. 14 filed on April 4, 2008.

(d)(10) Sub-Advisory Agreement between WisdomTree Asset Management, Inc.
and BNY Investment Advisors on behalf WisdomTree India Investment
Portfolio, Inc. is incorporated herein by reference to exhibit
(d)(8) of Registrant's Post-Effective Amendment No. 14 filed on
April 4, 2008.

(e)(1) Distribution Agreement between the Registrant and ALPS
Distributors, Inc. is incorporated herein by reference to exhibit
(e)(1) of Registrant's Post-Effective Amendment No. 2 filed on
September 29, 2006.

(e)(2) Form of Authorized Participant Agreement is incorporated herein by
reference to exhibit (e)(2) of Registrant's Initial Registration
Statement on Form N-1A filed on March 13, 2006.

(f) Not applicable.

(g)(1) Custody Agreement between the Registrant and The Bank of New York
is incorporated herein by reference to exhibit (g)(1) of
Registrant's Post-Effective Amendment No. 2 filed on September 29,
2006.

(g)(2) Custody Agreement Schedule*

(g)(3) Foreign Custody Manager Agreement between the Registrant and The
Bank of New York is incorporated herein by reference to exhibit
(g)(2) of Registrant's Post-Effective Amendment No. 2 filed on
September 29, 2006.

(g)(4) Foreign Custody Manager Agreement Schedule*

(g)(5) Custody Agreement between WisdomTree India Investment Portfolio,
Inc. and the Bank of New York is incorporated herein by reference
to exhibit (g)(5) of Registrant's Post-Effective Amendment No. 14
filed on April 4, 2008.

(h)(1) Administration and Accounting Agreement between the Registrant and
The Bank of New York is incorporated herein by reference to exhibit
(h)(1) of Registrant's Post-Effective Amendment No. 2 filed on
September 29, 2006.

(h)(2) Administration and Accounting Agreement Schedule*

(h)(3) Transfer Agency and Service Agreement between the Registrant and
The Bank of New York is incorporated herein by reference to exhibit
(h)(2) of Registrant's Post-Effective Amendment No. 2 filed on
September 29, 2006.

(h)(4) Transfer Agency and Service Agreement Schedule*

(h)(5) License Agreement between the Registrant and WisdomTree
Investments, Inc is incorporated herein by reference to exhibit
(h)(3) of Registrant's Post-Effective Amendment No. 2 filed on
September 29, 2006.

(h)(6) License Agreement Schedule*

(h)(7) Securities Lending Agency Agreement between the Registrant and UBS
Securities LLC is incorporated herein by reference to exhibit
(h)(4) of Registrant's Post-Effective Amendment No. 2 filed on
September 29, 2006.

(h)(8) Form of Securities Loan Agreement between the Registrant and UBS
Securities LLC is incorporated herein by reference to exhibit
(h)(5) of Registrant's Pre-Effective Amendment No. 1 filed on June
5, 2006.

(h)(9) Chief Compliance Officer Services Agreement between the Registrant
and ALPS Funds Services, Inc. is incorporated herein by reference
to exhibit (h)(6) of Registrant's Post-Effective Amendment No. 2
filed on September 29, 2006.

(h)(10) Index Methodology is incorporated herein by reference to exhibit
(h)(8)of Registrant's Post-Effective Amendment No. 2 filed on
September 29, 2006.

(h)(11) Index Methodology (Earnings Funds) is incorporated herein by
reference to exhibit (h)(12) of Registrant's Post-Effective
Amendment No. 4 filed on February 15, 2007.

(h)(12) Index Methodology (Growth Funds) is incorporated herein by
reference to exhibit (h)(12) of Registrant's Post Effective
Amendment No. 16 filed on June 27, 2008.

(h)(13) Services Agreement between the Registrant and WisdomTree Asset
Management, Inc. is incorporated herein by reference to Exhibit
(h)(13) of Registrant's Post Effective Amendment No. 5 filed on
July 30, 2007.

(h)(14) Index Methodology (Currency Hedged Funds).*

(i) Legal Opinion and Consent of Ropes & Gray LLP, counsel to the
Registrant.*

(j) Not applicable.

(k) Not applicable.

(l) Form of Letter of Representations between the Registrant and The
Depository Trust Company is incorporated herein by reference to
exhibit (l) of Registrant's Pre-Effective Amendment No. 2 filed on
June 9, 2006.

(m) None.

(n) Not applicable.

(p)(1) Code of Ethics of the Registrant is incorporated herein by
reference to exhibit (p) of Registrant's Post Effective Amendment
No. 2 filed on September 29, 2006.

(p)(2) Code of Ethics of BNY Mellon is incorporated herein by reference to
exhibit (p)(2) of Registrant's Post Effective Amendment No. 14
filed on April 4, 2008.

(q)(1) Power of Attorney for Gregory Barton, Toni Massaro, Jonathan
Steinberg and Victor Ugolyn is incorporated herein by reference to
exhibit (q) of Registrant's Post Effective Amendment No. 7 filed on
October 19, 2007.

(q)(2) Power of Attorney for Amit Muni is incorporated herein by reference
to exhibit (q)(2) of Registrant's Post Effective Amendment No. 16
filed on June 27, 2008.

* To be filed by Amendment.

Item 24. Persons Controlled by or under Common Control with Registrant

Not applicable.

Item 25. Indemnification

Reference is made to Article IX of the Registrant's Trust Instrument included as
Exhibit (a)(1) to this Registration Statement with respect to the
indemnification of the Registrant's trustees and officers, which is set forth
below:

Section 1. LIMITATION OF LIABILITY.

All Persons contracting with or having any claim against the Trust or a
particular Series shall look only to the assets of the Trust or Assets belonging
to such Series, respectively, for payment under such contract or claim; and
neither the Trustees nor any of the Trust's officers, employees, or agents,
whether past, present, or future, shall be personally liable therefor. Every
written instrument or obligation on behalf of the Trust or any Series shall
contain a statement to the foregoing effect, but the absence of such statement
shall not operate to make any Trustee or officer of the

Trust liable thereunder. Provided they have exercised reasonable care and have
acted under the reasonable belief that their actions are in the best interest of
the Trust, the Trustees and officers of the Trust shall not be responsible or
liable for any act or omission or for neglect or wrongdoing of them or any
officer, agent, employee, Investment Adviser, or independent contractor of the
Trust, but nothing contained in this Trust Instrument or in the Delaware Act
shall protect any Trustee or officer of the Trust against liability to the Trust
or to Shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.

Section 2. INDEMNIFICATION.

(a) Subject to the exceptions and limitations contained in subsection (b) below:

(i) every Person who is, or has been, a Trustee or an officer, employee,
or agent of the Trust ("Covered Person") shall be indemnified by the
Trust or the appropriate Series (out of Assets belonging to that
Series) to the fullest extent permitted by law against liability and
against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit, or proceeding in which he
becomes involved as a party or otherwise by virtue of his being or
having been a Covered Person and against amounts paid or incurred by
him in the settlement thereof; provided that the transfer agent of
the Trust or any Series shall not be considered an agent for these
purposes unless expressly deemed to be such by the Trustees in a
resolution referring to this Article.

(ii) as used herein, the words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits, or proceedings (civil,
criminal, or other, including appeals), actual or threatened, and
the words "liability" and "expenses" shall include attorneys fees,
costs, judgments, amounts paid in settlement, fines, penalties, and
other liabilities.

(b) No indemnification shall be provided hereunder to a Covered Person:

(i) who has been adjudicated by a court or body before which the
proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of his office or (B) not to have acted in good faith in the
reasonable belief that his action was in the best interest of the
Trust; or

(ii) in the event of a settlement, unless there has been a determination
that such Covered Person did not engage in willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office (A) by the court or other body
approving the settlement, (B) by at least a majority of those
Trustees who are neither Interested Persons of the Trust nor are
parties to the matter based on a review of readily available facts
(as opposed to a full trial-type inquiry), or (C) by written opinion
of independent legal counsel based on a review of readily available
facts (as opposed to a full trial-type inquiry).

(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not be exclusive of
or affect any other rights to which any Covered Person may now or hereafter be
entitled, and shall inure to the benefit of the heirs, executors, and
administrators of a Covered Person.

(d) To the maximum extent permitted by applicable law, expenses in connection
with the preparation and presentation of a defense to any claim, action, suit,
or proceeding of the character described in subsection (a) of this Section shall
be paid by the Trust or applicable Series from time to time prior to final
disposition thereof on receipt of an undertaking by or on behalf of such Covered
Person that such amount will be paid over by him to the Trust or applicable
Series if it is ultimately determined that he is not entitled to indemnification
under this Section, provided that either (i) such Covered Person has provided
appropriate security for such undertaking, (ii) the Trust is insured against
losses arising out of any such advance payments, or (iii) either a majority of
the Trustees who are neither Interested Persons of the Trust nor parties to the
matter, or independent legal counsel in a written opinion, has determined, based
on a review of readily available facts (as opposed to a full trial-type inquiry)
that there is reason to believe that such Covered Person will not be
disqualified from indemnification under this Section.

(e) Any repeal or modification of this Article IX by the Shareholders, or
adoption or modification of any other provision of this Trust Instrument or the
By-laws inconsistent with this Article, shall be prospective only, to the extent
that such repeal, modification, or adoption would, if applied retrospectively,
adversely affect any limitation on the liability of any Covered Person or
indemnification available to any Covered Person with respect to any act or
omission that occurred prior to such repeal, modification, or adoption.

Reference is made to Article VI of the Registrant's By-Laws included as
Exhibit(b) to this Registration Statement with respect to the indemnification of
the Registrant's trustees and officers, which is set forth below:

Section 6.2. Limitation of Liability.

The Declaration refers to the Trustees as Trustees, but not as individuals or
personally; and no Trustee, officer, employee or agent of the Trust shall be
held to any personal liability, nor shall resort be had to their private
property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of the Trust; provided, that nothing contained in
the Declaration or the By-Laws shall protect any Trustee or officer of the Trust
from any liability to the Trust or its Shareholders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be provided to trustees, officers and controlling persons
of the Trust, pursuant to the foregoing provisions or otherwise, the Trust has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Trust of expenses incurred or paid by a trustee, officer or controlling person
of the Trust in connection with the successful defense of any action, suit or
proceeding or payment pursuant to any insurance policy) is asserted against the
Trust by such trustee, officer or controlling person in connection with the
securities being registered, the Trust will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 26. Business and Other Connections of the Investment Adviser

WisdomTree Asset Management, Inc. ("WTAM"), 380 Madison Avenue, 21st Floor, New
York, NY 10017, a wholly-owned subsidiary of WisdomTree Investments, Inc., is a
registered investment adviser and serves as manager for all funds of the
Registrant. The description of WTAM under the caption of "Management-Investment
Adviser" in the Prospectus and under the caption "Management of the Trust" in
the Statement of Additional Information constituting Parts A and B,
respectively, of this Registration Statement are incorporated herein by
reference.

Each of the directors and officers of WTAM will also have substantial
responsibilities as directors and/or officers of WisdomTree Investments, Inc.,
380 Madison Avenue, 21st Floor, New York, NY 10017. To the knowledge of the
Registrant, except as set forth below, none of the directors or executive
officers of WTAM is or has been at any time during the past two fiscal years
engaged in any other business, profession, vocation or employment of a
substantial nature.

Name Position with WisdomTree Asset Principal Business(es) During
Management, Inc. the Last Two Fiscal Years

Jonathan Steinberg President, (Principal Executive Chief Executive Officer of
Officer) and Trustee WisdomTree Investments
(formerly, Index Development
Partners, Inc.); Director of
WisdomTree Investments, Inc.;
President of the WisdomTree
Funds since 2005

Amit Muni Treasurer (Principal Financial and Chief Financial Officer and
Accounting Officer), Assistant Assistant Secretary of WisdomTree
Secretary Investments, Inc. (formerly India
Development Partners, Inc.) since
March 2008; International Securities
Exchange Holdings, Inc. (ISE),
Controller and Chief Accounting
Officer, 2003 to 2008; Instinet
Group, Inc., Vice President
Finance, 2000 to 2003.

Richard Morris Deputy General Counsel, Chief Legal Secretary and Chief Legal Officer
Officer of the WisdomTree Funds since 2005;
Deputy General Counsel of WisdomTree
Investments, Inc. since 2005; Senior
Counsel at Barclays Global Investors,
N.A. from 2002 to 2005; Counsel at
Barclays Global Investors, N.A. from
2000 to 2001.

WTAM, with the approval of the Registrant's board of trustees, selects the
sub-adviser for the funds of the Registrant. [______] serves as
sub-adviser for the funds.

Name Position with Sub Advisors Principal Business(es) During
the last Two Fiscal Years

[To be added by amendment]

Item 27. Principal Underwriters

(a) The Trust's distributor, ALPS Distributors, Inc. (the "Distributor"), acts
as distributor for the Registrant and the following investment companies:
Accessor Funds, AARP Funds, Agile Funds, Ameristock Mutual Funds, Inc., DIAMONDS
Trust, Drake Funds, Financial Investors Trust, Financial Investors Variable
Insurance Trust, First Funds, Firsthand Funds, Forward Emerald Funds, Henssler
Funds, Inc., Holland Balanced Fund, Laudus Trust, Milestone, Nasdaq 100 Trust,
PowerShares Exchange-Traded Funds Trust, SPDR Trust, MidCap SPDR Trust, Select
Sector SPDR Trust, Stonebridge Funds, Inc., Utopia Funds, W. P. Stewart Funds,
Wasatch Funds, and Westcore Trust.

(b) To the best of Registrant's knowledge, the directors and executive officers
of the Distributor are as follows:

Name Position(s) and Office(s) with the Distributor

Edmund J. Burke President
Thomas Carter Managing Director - Sales and Finance; Treasurer
Jeremy O. May Managing Director - Operations and Client Service;
Secretary
Diana Adams Vice President, Controller
Tane Tyler Chief Legal Officer, Assistant Secretary
Brad Swenson Chief Compliance Officer

The business address of each of the Distributor's directors or officers is 1290
Broadway, Suite 1100, Denver, Colorado 80203.

Item 28. Location of Accounts and Records

(a) The Registrant maintains accounts, books and other documents required by
Section 31(a) of the Investment Company Act of 1940 and the rules thereunder
(collectively, "Records") at its offices at 380 Madison Avenue, 21st Floor, New
York, NY 10017.

(b) WisdomTree Asset Management Inc. maintains all Records relating to its
services as investment adviser to the Registrant at 380 Madison Avenue, 21st
Floor, New York, NY 10017.

(d) ALPS Distributors, Inc. maintains all Records relating to its services as
Distributor of the Registrant at 1290 Broadway, Suite 1100, Denver, Colorado
80203.

(e) The Bank of New York maintains all Records relating to its services as
administrator, transfer agent and custodian of the Registrant at [_________]

Item 29. Management Services

Not applicable.

Item 30. Undertakings

The Registrant undertakes to file an amendment to this registration statement
with certified financial statements showing the initial capital received before
accepting subscriptions from more than 25 persons.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 21 day of July, 2008.

WISDOMTREE TRUST
(Registrant)

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

President (Principal Executive Officer)
---------------------------------------
Title

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

Signatures Title(s) Date

President (Principal Executive July 21, 2008
/s/ Jonathan Steinberg Officer) and Trustee
----------------------
Jonathan Steinberg

Treasurer, (Principal Financial and July 21, 2008
/s/ Amit Muni* Accounting Officer), Assistant
----------------------- Secretary
Amit Muni

/s/ Gregory Barton* Trustee July 21, 2008
----------------------
Gregory Barton

/s/ Toni Massaro* Trustee July 21, 2008
----------------------
Toni Massaro

/s/ Victor Ugolyn* Trustee July 21, 2008
----------------------
Victor Ugolyn

*By: /s/ Jonathan Steinberg
---------------------------
(Attorney-in-Fact)