Edgar Filing: WisdomTree Trust

As filed with the Securities and Exchange Commission on April 30, 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. 15 |X|

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Post-Effective Amendment No. 17 |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.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
Dated as of April 30, 2008

[WISDOMTREE LOGO]

PROSPECTUS
dated _____2008

WisdomTree(SM) Trust

WisdomTree Funds

WisdomTree LargeCap Growth Fund

WisdomTree International LargeCap Growth Fund

WisdomTree Middle East Dividend Fund

WisdomTree Global Dividend Fund

WisdomTree Global SmallCap Dividend Fund

WisdomTree Global Equity Income 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 that defines a specific segment of the U.S.
or international stock market. 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 or the
American Stock Exchange ("AMEX"), 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

Investment Objective
Principal Investment Strategies
Principal Risk Factors Common to All Funds
Portfolio Holdings Information

WisdomTree Funds

WisdomTree LargeCap Growth Fund
WisdomTree International LargeCap Growth Fund
WisdomTree Middle East Dividend Fund
WisdomTree Global Dividend Fund
WisdomTree Global SmallCap Dividend Fund
WisdomTree Global Equity Income Fund

Management

Investment Adviser
Sub-Adviser
Portfolio Managers
Administrator, Custodian and Transfer Agent

Shareholder Information

Buying and Selling Shares
Share Trading Prices
Determination of Net Asset Value
Dividends and Distributions
Book Entry
Delivery of Shareholder Documents - Householding
Frequent Purchases and Redemptions of Fund Shares
Investments by Registered Investment Companies

Taxes

Taxes on Distributions
Taxes When Fund Shares are Sold
Taxes on Creation and Redemption of Creation Units
Creation and Redemption
Authorized Participants and the Continuous Offering of Shares
Creation and Redemption Transaction Fees for Creation Units
Distribution
Additional Notices
Financial Highlights

WisdomTree Trust Prospectus 1

Overview

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

Each Fund is an exchange traded fund ("ETF"). ETFs are index 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 index-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 in the
market suggested by its name that meet specific criteria developed by WisdomTree
Investments.

Principal Investment Strategies

Under normal circumstances, at least 95% of a Fund's total assets (exclusive of
collateral held from securities lending) will be invested in the component
securities of its Index. Each Fund will normally invest at least 80% of its net
assets, plus the amount of any borrowings for investment purposes, in the types
of securities suggested by its name. Each Fund generally may invest up to 5% of
its total assets in securities 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). Under normal circumstances, as long as a Fund invests
at least 95% of its total assets in the securities of its Index, it 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.

_______________________
* "WisdomTree" is a registered mark of WisdomTree Investments and has been
licensed for use by the Trust.

WisdomTree Trust 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, yield, 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.

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.

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.

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.

WisdomTree Trust Prospectus 3

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

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.

Foreign Securities Risk

Each International Fund invests in foreign securities. Foreign securities can
involve additional risks relating to political, economic, or regulatory
conditions in foreign countries. These risks include fluctuations in foreign
currencies; withholding or other taxes; trading, settlement, custodial, and
other operational risks; and the less stringent investor protection and
disclosure standards of some foreign markets. Since foreign exchanges may be
open on days when an International Fund does not price its shares, the value of
the securities in such Fund's portfolio may change on days when shareholders
will not be able to purchase or sell the Fund's shares. All of these factors can
make foreign investments more volatile and potentially less liquid than U.S.
investments. In addition, foreign markets can perform differently from the U.S.
market due to increased risks of adverse issuer, political, regulatory, market,
and economic developments.

Emerging Markets Risk

Each Fund (except the WisdomTree LargeCap Growth Fund) invests all or a portion
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.

Currency Risk

Because a Fund's NAV is determined on the basis of U.S. dollars, the U.S. dollar
value of your investment in a Fund may go down if the value of the local
currency of the non-U.S. markets in which the Fund invests depreciates against
the U.S. dollar. This is true even if the local currency value of securities in
a Fund's holdings goes up.

WisdomTree Trust Prospectus 4

Cash Redemption Risk

Unlike most ETFs, the WisdomTree Middle East Dividend Fund, (with respect to the
portion of its assets invested in emerging markets) does not generally make
in-kind redemptions because of the nature of its underlying investments.
Similarly, the WisdomTree Global Dividend Fund, WisdomTree Global Equity Income
Fund and WisdomTree Global SmallCap Dividend Fund intend to redeem that portion
of their respective assets invested in certain emerging market securities for
cash.

The Fund may be required to sell portfolio securities in order to obtain the
cash needed to distribute redemption proceeds. This will generally cause the
Fund to recognize a capital gain that it might not have incurred if it had made
a redemption in-kind.

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.

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.

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.

Lack of Market Liquidity

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

WisdomTree Trust Prospectus 5

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.

Shares of the Funds May Trade at Prices Other Than NAV

As with all ETFs, Fund shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of the shares of
each Fund will approximate the respective Fund's NAV, there may be times when
the market price and the NAV vary significantly. Thus, you may pay more than NAV
when you buy shares of a Fund in the secondary market, and you may receive less
than NAV when you sell those shares in the secondary market.

The market price of Fund shares during the trading day, like the price of any
exchange-traded security, includes a "bid/ask" spread charged by the exchange
specialist, market makers or other participants that trade the Fund shares. The
bid/ask spread on ETF shares is likely to be larger on ETFs that are traded less
frequently. In addition, in times of severe market disruption, the bid/ask
spread can increase significantly. At those times, Fund shares are most likely
to be traded at a discount to NAV, and the discount is likely to be greatest
when the price of shares is falling fastest, which may be the time that you most
want to sell your shares. WisdomTree Asset Management believes that, under
normal market conditions, large market price discounts or premiums to NAV will
not be sustained because of arbitrage opportunities.

Lack of Governmental Insurance or Guarantee

An investment in a Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

WisdomTree Trust Prospectus 6

WisdomTree Funds

o WisdomTree LargeCap Growth Fund

o WisdomTree International LargeCap Growth Fund

o WisdomTree Middle East Dividend Fund

o WisdomTree Global Dividend Fund

o WisdomTree Global SmallCap Dividend Fund

o WisdomTree Global Equity Income Fund

WisdomTree LargeCap Growth Fund

Fund Facts

Cusip Number:

o [ ]

Exchange Trading Symbol:

o [ ]

WisdomTree LargeCap Growth Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree LargeCap Growth 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 WisdomTree LargeCap Growth Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.

Index Description

The WisdomTree LargeCap Growth Index is a fundamentally weighted index that
measures the performance of growth companies within the broad U.S. stock market.
The Index consists of companies that: (i) are incorporated in the United States
(including Puerto Rico); (ii) are listed on the New York Stock Exchange,
American Stock Exchange, NASDAQ Global Select Market, or NASDAQ Global Market
("NASDAQ"); (iii) have a market capitalization of at least $100 million as of
the index measurement date; (iv) have an average daily dollar volume of at least
$200,000 for each of the six months prior to the index measurement date;(v) have
a P/E ratio of at least 2 as of the index measurement date; (vi) have cumulative
positive earnings in their prior four fiscal quarters and have posted
year-over-year percentage change in earnings per share, book value per share,
sales per share and stock price ("growth metrics");(vii) rank as one of the 1000
largest companies in this group measured by market capitalization; (viii) rank
within the top 30% of the 1000 companies that pass these selection requirements,
based on four growth metrics which include: annual earnings per share growth;
annual sales per share growth; annual book value per share growth; annual stock
price growth. Companies are weighted in the Index based on their earnings over
their most recent four fiscal quarters preceding the index measurement date. For
these purposes, "earnings" are determined using a company's reported net income,
excluding special items, applicable to common shareholders over their four most
recent fiscal quarters. The Index includes primarily large-capitalization
securities and is, in this sense, an earnings-weighted index for large-cap
growth stocks in the U.S. market. As of March 31, 2008, approximately 80% of the
capitalization of the Index consisted of companies with market capitalizations
over $10.0 billion.

WisdomTree Trust Prospectus 7

Primary Investment Risks

The following risks, in addition to the principal risk factors common to all
Funds, are risks that can significantly affect the Fund's performance.

o Growth Investing. "Growth" stocks can react differently to issuer,
political, market, and economic developments than the market as a whole
and other types of stocks. "Growth" stocks tend to be more expensive
relative to their earnings or assets compared to other types of stocks. As
a result, "growth" stocks tend to be sensitive to changes in their
earnings and more volatile than other types of stocks.

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

o Technology Investing. The Fund invests a significant portion of its assets
in one sector of the market and as such is particularly sensitive to risks
to the Technology Sector. These risks include but are not limited to:
worldwide economic growth, supply and demand for specific products and
services, rapid technological developments, and government regulation.

o Energy Investing. The Fund invests a significant portion of its assets in
one sector of the market and as such is particularly sensitive to the
Energy Sector. These risks include but are not limited to: economic
growth, worldwide demand, political instability in the Middle East, and
volatile oil prices.

WisdomTree Trust Prospectus 8

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.

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Shareholder Fees None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
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Annual Fund Operating Expenses (expenses deducted from Fund assets)
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Management Fees 0.__%
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Distribution and/or Service (12b-1) Fees None
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Other Expenses(a) 0.00%
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Total Annual Fund Operating Expenses 0.__%
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(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
WisdomTree Asset Management receives a fee of up to 0.__% 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:

WisdomTree Trust Prospectus 9

WisdomTree Funds

o WisdomTree LargeCap Growth Fund

o WisdomTree International LargeCap Growth Fund

o WisdomTree Middle East Dividend Fund

o WisdomTree Global Dividend Fund

o WisdomTree Global SmallCap Dividend Fund

o WisdomTree Global Equity Income Fund

WisdomTree International LargeCap Growth Fund

Fund Facts

Cusip Number:

o [ ]

Exchange Trading Symbol:

o [ ]

WisdomTree International LargeCap Growth Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International LargeCap Growth 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 WisdomTree International LargeCap
Growth Index. The Fund attempts to invest all, or substantially all, of its
assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description

The WisdomTree International LargeCap Growth Index is a fundamentally weighted
index that measures the performance of growth companies within emerging markets
and developed markets outside the U.S. The Index consists of companies that are
(i) eligible for inclusion in WisdomTree World ex-U.S. Index and that have paid
regular cash dividends of at least $5 million in the year prior to the index
measurement date; (ii) have posted year-over-year percentage change in earnings
per share, book value per share, sales per share and stock price ("growth
metrics");(iii) rank as one of the 1000 largest companies in this group measured
by market capitalization; (iv) rank within the top 30% of the 1000 companies
that pass these selection requirements, based on four growth metrics which
include: annual earnings per share growth; annual sales per share growth; annual
book value per share growth; annual stock price growth. Companies are weighted
in the Index based on dividends paid in the annual cycle prior to the index
measurement date. The Index includes primarily large-capitalization securities
and is, in this sense, a dividend-weighted index for large-cap growth stocks in
developed and emerging markets outside the United States. As of March 31, 2008,
approximately 80% of the capitalization of the Index consisted of companies with
market capitalizations over $10.0 billion.

WisdomTree Trust Prospectus 10

Primary Investment Risks

The following risks, in addition to the principal risk factors common to all
Funds, are risks that can significantly affect the Fund's performance.

o Basic Materials Risk. The Fund invests substantially all of its assets in
one sector of the market and as such is particularly sensitive to the
risks of the International Basic Materials Sector. These risks include but
are not limited to: 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.

o Telecommunication Services Risk. The telecommunications market is
characterized by increasing competition and regulation. Companies in the
telecommunications sector need to commit substantial capital to meet
increasing competition, particularly in formulating new products and
services using new technology. Technological innovations may make the
products and services of telecommunications companies obsolete.

WisdomTree Trust Prospectus 11

o Performance Information

Fees and Expenses

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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)
-----------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-----------------------------------------------------------------------------------------------
Management Fees 0.__%
-----------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
-----------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
-----------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.__%
-----------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------
1 Year 3 Years
-------------------------------------------------------------------------------
$___ $___
-------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

WisdomTree Trust Prospectus 12

WisdomTree Funds

o WisdomTree LargeCap Growth Fund

o WisdomTree International LargeCap Growth Fund

o WisdomTree Middle East Dividend Fund

o WisdomTree Global Dividend Fund

o WisdomTree Global SmallCap Dividend Fund

o WisdomTree Global Equity Income Fund

WisdomTree Middle East Dividend Fund

Fund Facts

Cusip Number:

o [ ]

Exchange Trading Symbol:

o [ ]

WisdomTree Middle East Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Middle East Dividend 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 WisdomTree Middle East Dividend Index.
The Fund attempts to invest all, or substantially all, of its assets in the
stocks that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.

Index Description

The WisdomTree Middle East Dividend Index is a fundamentally weighted index that
measures the performance of Middle East companies that pay regular cash
dividends on shares of their common stock and that meet specified requirements
as of the index measurement date. Companies eligible for inclusion in the Index
must be incorporated in and have their shares listed on a major stock exchange
in Bahrain, Dubai, Egypt, Jordan, Kuwait, Lebanon, Morocco, Oman, Qatar, United
Arab Emirates. Companies must have paid at least $5 million in cash dividends on
their common stock in the 12 months prior to the most recent index measurement
date.

WisdomTree Trust Prospectus 13

Companies are weighted in the Index based on regular cash dividends paid. The
Index is composed of primarily mid capitalization stocks. As of March 31, 2008,
approximately 54% of the index consisted of companies with a market
capitalization between $2 billion and $10 billion.

Primary Investment Risks

The following risks, in addition to the principal risk factors common to all
Funds, are risks that can significantly affect the Fund's performance.

o Geographic Risk (Middle East). The Fund invests in Middle Eastern
countries. Certain Middle Eastern markets are only in the earliest stages
of development. There also may be a high concentration of market
capitalization and trading volume in a small number of issuers
representing a limited number of industries, as well as a high
concentration of investors and financial intermediaries. Brokers in Middle
Eastern countries typically are fewer in number and less well capitalized
than brokers in the United States. Certain economies in the Middle Eastern
countries depend to a significant degree upon exports of primary
commodities such as oil. These economies therefore are vulnerable to
changes in commodity prices, which in turn may be affected by a variety of
factors. In addition, Middle Eastern governments have exercised and
continue to exercise substantial influence over many aspects of the
private sector. In certain cases, the government owns or controls many
companies including the largest in the country. Accordingly, governmental
actions in the future could have a significant effect on economic
conditions in Middle Eastern countries. This could affect private sector
companies and the Fund, as well as the value of securities in the Fund's
portfolio. Further, substantial limitations may exist in certain Middle
Eastern countries with respect to the Fund's ability to repatriate
investment income or capital gains. The Fund could be adversely affected
by delays in, or a refusal to grant, any required governmental approval
for repatriation of capital, as well as by the application to the Fund of
any restrictions on investment. Countries in the Middle East may be
affected by political instability, war or the threat of war and regional
instability.

o Small and Mid-Capitalization Investing. The 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.

WisdomTree Trust Prospectus 14

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 0.__%
-----------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
-----------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
-----------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.__%
-----------------------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

WisdomTree Trust Prospectus 15

WisdomTree Funds

o WisdomTree LargeCap Growth Fund

o WisdomTree International LargeCap Growth Fund

o WisdomTree Middle East Dividend Fund

o WisdomTree Global Dividend Fund

o WisdomTree Global SmallCap Dividend Fund

o WisdomTree Global Equity Income Fund

WisdomTree Global Dividend Fund

Fund Facts

Cusip Number:

o [ ]

Exchange Trading Symbol:

o [ ]

WisdomTree Global Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Global Dividend 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 WisdomTree Global Dividend Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.

Index Description

The WisdomTree Global Dividend Index measures the performance of companies that
pay regular cash dividends on shares of their common stock and that meet
specified requirements as of the index measurement date. The Index consists of
companies selected for inclusion in the WisdomTree Dividend Index, which
measures the performance of dividend-paying companies in the U.S., and the
WisdomTree World ex-US Index, which measures the performance of dividend-paying
companies in 22 developed and 19 emerging markets outside the U.S. Companies are
weighted in the Index based on dividends paid in the annual cycle prior to the

WisdomTree Trust Prospectus 16

index measurement date. The Index includes large-capitalization,
mid-capitalization and small-capitalization securities from 41 countries that
meet the Index requirements and is, in this sense, a global stock market index.
As of March 31, 2008, approximately 78% of the capitalization of the Index
consisted of companies with market capitalizations over $10 billion.

Primary Investment Risks

The following risks, in addition to the principal risk factors common to all
Funds, are risks that can significantly affect the Fund's performance.

o Geographic Concentration Risk. To the extent the Fund invests a
significant portion of its assets in the securities of a single country or
region it is more likely to be impacted by events or conditions affecting
that country or region. For example, political and economic conditions and
changes in regulatory, tax, or economic policy in a country could
significantly affect the market in that country and in surrounding or
related countries and have a negative impact on a Fund's performance. The
Fund generally invests a relatively large percentage of its assets in
companies organized in the United States.

WisdomTree Trust Prospectus 17

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 0.__%
-----------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
-----------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
-----------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.__%
-----------------------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

WisdomTree Trust Prospectus 18

WisdomTree Funds

o WisdomTree LargeCap Growth Fund

o WisdomTree International LargeCap Growth Fund

o WisdomTree Middle East Dividend Fund

o WisdomTree Global Dividend Fund

o WisdomTree Global SmallCap Dividend Fund

o WisdomTree Global Equity Income Fund

WisdomTree Global SmallCap Dividend Fund

Fund Facts

Cusip Number:

o [ ]

Exchange Trading Symbol:

o [ ]

WisdomTree Global SmallCap Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Global SmallCap Dividend 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 WisdomTree Global SmallCap Dividend
Index. The Fund attempts to invest all, or substantially all, of its assets in
the stocks that make up the Index. The Fund generally uses a Representative
Sampling strategy to achieve its investment objective.

Index Description

The WisdomTree Global SmallCap Dividend Index measures the performance of
small-capitalization companies that qualify for inclusion in the WisdomTree
Global Dividend Index that pay regular cash dividends on shares of common stock
and meet specified requirements as of the index measurement date. The WisdomTree
Global SmallCap Dividend Index comprises companies that rank within the bottom
5% of the WisdomTree Global Dividend Index by market capitalization. Companies
are weighted in the Index based on dividends paid in the annual cycle prior to
the index measurement date. The Index includes primarily small-capitalization
securities.

WisdomTree Trust Prospectus 19

As of March 31, 2008, approximately 93% of the capitalization of the
Index consisted of companies with market capitalizations less than $2 billion.

Primary Investment Risks

The following risks, in addition to the principal risk factors common to all
Funds, are risks that can significantly affect the Fund's performance.

o Small and Mid-Capitalization Investing. The Fund invests primarily 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.

o Industrial Risk. The Fund invests substantially all of its assets in one
sector of the market and as such is particularly sensitive to risks to the
International Industrial sector. These risks include but are not limited
to: worldwide economy growth, supply and demand for specific products and
services, rapid technological developments, and government regulation.

o Consumer Discretionary Concentration Risk. The consumer discretionary
sector can be significantly affected by the performance of the overall
economy, interest rates, competition, consumer confidence and spending,
and changes in demographics and consumer tastes.

WisdomTree Trust Prospectus 20

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 0.__%
-----------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
-----------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
-----------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.__%
-----------------------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

WisdomTree Trust Prospectus 21

WisdomTree Funds

o WisdomTree LargeCap Growth Fund

o WisdomTree International LargeCap Growth Fund

o WisdomTree Middle East Dividend Fund

o WisdomTree Global Dividend Fund

o WisdomTree Global SmallCap Dividend Fund

o WisdomTree Global Equity Income Fund

WisdomTree Global Equity Income Fund

Fund Facts

Cusip Number:

o [ ]

Exchange Trading Symbol:

o [ ]

WisdomTree Global Equity Income Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Global High-Yielding 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 WisdomTree Global High-Yielding Index.
The Fund attempts to invest all, or substantially all, of its assets in the
stocks that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.

Index Description

The WisdomTree Global High-Yielding Index comprises the top 30% of the companies
ranked by dividend yield from a universe consisting of companies included in
WisdomTree Global High-Yielding Index. Eligible companies must have a market
capitalization of at least $2 billion as of the index measurement date. The
resulting universe of companies after the market cap screen is applied is ranked
by dividend yield and the top 30% of companies are selected for inclusion in the
Global Equity Income Index. Companies are weighted in the Index based on
dividends paid in the annual cycle prior to the index measurement date. As of
March 31, 2008, approximately 83% of the capitalization of the Index consisted
of companies with market capitalizations of more than $10 billion.

WisdomTree Trust Prospectus 22

Primary Investment Risks

The following risks, in addition to the principal risk factors common to all
Funds, are risks that can significantly affect the Fund's performance.

WisdomTree Trust Prospectus 23

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 0.__%
-----------------------------------------------------------------------------------------------
Distribution and/or Service (12b-1) Fees None
-----------------------------------------------------------------------------------------------
Other Expenses(a) 0.00%
-----------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.__%
-----------------------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

WisdomTree Trust Prospectus 24

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 Annual Report to
Shareholders for the period ending March 31, 2009.

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 LargeCap Growth Fund 0._%
--------------------------------------------------------------------------------
WisdomTree International LargeCap Growth Fund 0._%
--------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund 0._%
--------------------------------------------------------------------------------
WisdomTree Global Dividend Fund 0._%
--------------------------------------------------------------------------------
WisdomTree Global SmallCap Dividend Fund 0._%
--------------------------------------------------------------------------------
WisdomTree Global Equity Income 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

Mellon Capital Management Corporation ("Mellon Capital") serves as the
sub-adviser for the Funds. Mellon Capital is a leading innovator in the
investment industry and manages global quantitative-based investment strategies
for institutional and private investors with its principal office located at 50
Fremont Street, Suite 3900, San Francisco, CA 94105. As of February 29,

WisdomTree Trust Prospectus 25

2008, Mellon Capital had assets under management totaling approximately $216
billion. Mellon Capital is a wholly-owned indirect subsidiary of The Bank of New
York Mellon Corporation ("BNY Mellon"), a publicly traded financial holding
company.

The Sub-Adviser 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:

Domestic Funds:

o __ basis points (0.__%) of the first $___ million in combined daily
net assets of the Domestic Funds; and

o __ basis points (0.__%) of the combined daily net assets of the Domestic
Funds in excess of $___ million.

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

o __ basis points (0.__%) of the first $___million in the total daily
net assets of all International Funds;

o __ basis points (0.__%)of the next $___ million in the total daily
net assets of all International Funds;

o __ basis points (0.__%) of the total daily net assets of all
International Funds in excess of $___ million; and

o __ basis points (0.__%) of the total daily net assets of all
International Funds in excess of $___ billion.

Portfolio Managers

[To be provided]

Each Portfolio Manager is responsible for various functions related to portfolio
management, including, but not limited to, investing cash inflows, implementing
investment strategy, researching and reviewing investment strategy, and
overseeing members of his or her portfolio management team with more limited
responsibilities. Each Portfolio Manager is authorized to make investment
decisions for all portfolios managed by the team. Each Portfolio Manager has
appropriate limitations on his or her authority for risk management and
compliance purposes. No member of the portfolio team manages assets outside of
the team. Mr. Zyla manages the Team. Each Portfolio Manager has served as
manager of each Fund since its inception.

WisdomTree Trust Prospectus 26

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 (March 31) and its second fiscal quarter (September 30) in
its reports to shareholders.

Each Fund files its complete portfolio holdings as of the end of its first and
third fiscal quarters (June 30 and December 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").

Administrator, Custodian and Transfer Agent

The Bank of New York is the administrator, custodian and transfer agent for each
Fund.

Shareholder Information

Additional shareholder information is available free of charge by calling:
1-866-909-WISE (9473) or visiting the Funds' website at www.wisdomtree.com.

Buying and Selling Shares

Most investors will buy and sell shares of the Funds through brokers. Shares of
the Funds trade on national securities exchanges and elsewhere during the
trading day and can be bought and sold throughout the trading day like other
shares of publicly-traded securities. When buying or selling shares through a
broker, most investors will incur customary brokerage commissions and charges.

Shares of the Funds trade under the trading symbols listed for each respective
Fund in the section describing such Fund.

Shares of the Funds may be acquired or redeemed directly from a Fund only in
Creation Units or multiples thereof, as discussed in the Creation and Redemption
section. Once created, shares of the Funds trade in the secondary market in
amounts less than a Creation Unit.

Share Trading Prices

As with other types of securities, the trading prices of shares in the secondary
market can be affected by market forces such as supply and demand, economic
conditions and other factors. The price you pay or receive when you buy or sell
your shares in the secondary market may be more or less than the NAV of such
shares.

WisdomTree Trust Prospectus 27

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.

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 may also use fair-value pricing if the
value of a security it holds has been materially affected by events occurring
before the Fund's pricing time but after the close of the primary markets or
exchanges on which the security is traded. For example, this may occur 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 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

WisdomTree Trust Prospectus 28

purchased shares makes such option available. Your broker is responsible for
distributing the income and capital gain distributions to you.

Book Entry

Shares of the Funds are held in book-entry form, which means that no stock
certificates are issued. The Depository Trust Company ("DTC") or its nominee is
the record owner of all outstanding shares of each Fund.

Investors owning shares of the Funds are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
all shares of the Funds. Participants include DTC, securities brokers and
dealers, banks, trust companies, clearing corporations, and other institutions
that directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery of
stock certificates or to have shares registered in your name, and you are not
considered a registered owner of shares. Therefore, to exercise any right as an
owner of shares, you must rely upon the procedures of DTC and its participants.
These procedures are the same as those that apply to any securities that you
hold in book entry or "street name" form. Your broker will provide you with
account statements, confirmations of your purchases and sales, and tax
information.

Delivery of Shareholder Documents-Householding

Householding is an option available to certain investors of the Funds.
Householding is a method of delivery, based on the preference of the individual
investor, in which a single copy of certain shareholder documents can be
delivered to investors who share the same address, even if their accounts are
registered under different names. Householding for the Funds is available
through certain broker-dealers. If you are interested in enrolling in
householding and receiving a single copy of prospectuses and other shareholder
documents, please contact your broker-dealer. If you are currently enrolled in
householding and wish to change your householding status, please contact your
broker-dealer.

Frequent Purchases and Redemptions of Fund Shares

Since the Funds are ETFs, only a few institutional investors (known as
"Authorized Participants") are authorized to purchase and redeem shares directly
with the issuing Fund. Each Fund accommodates frequent purchases and redemptions
of Creation Units by Authorized Participants and does not place a limit on
purchases or redemptions of Creation Units by these investors. Each Fund
reserves the right, but does not have the obligation, to reject any order at any
time. Each Fund reserves the right to impose restrictions on disruptive,
excessive, or short-term trading.

Purchases and redemptions of the WisdomTree LargeCap Growth Fund, WisdomTree
International LargeCap Growth Fund, and WisdomTree Global SmallCap Dividend
Fund's shares are generally effected on an in-kind basis. Since frequent in-kind
purchases and redemptions of shares of a Fund do not disrupt portfolio
management, increase the Funds' trading costs, lead to realization of capital
gains or otherwise harm the Fund shareholders, the Board of Trustees has
determined that it is not necessary to adopt policies and procedures to detect
and deter frequent purchases and redemptions of Fund shares. The vast majority
of trading in shares of the Funds occurs on national securities exchanges and
does not directly involve the issuance or redemption of Fund shares. Because
these trades do not involve the issuing Fund directly, they do not cause any of
the harmful effects discussed above that may result from frequent cash trades.
The WisdomTree Middle East Dividend Fund issues and redeems shares for cash, and
the WisdomTree Global Dividend Fund, WisdomTree Global SmallCap Dividend Fund
and WisdomTree Global Equity Income Fund generally issue and redeem shares in
exchange for in-kind securities, and cash (with respect to the portion of its
assets invested in emerging markets). These Funds monitor for excessive or
short-term trading.

WisdomTree Trust Prospectus 29

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.

Each Fund intends to qualify each year as a 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 gain,
provided holding period and other requirements are met at both the shareholder
and the Fund level.

WisdomTree Trust Prospectus 30

In general, your distributions are subject to federal income tax for the year
when 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 and interest received by a Fund with respect to foreign securities may
give rise to withholding and other taxes imposed by foreign countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. Since more than 50% of the total assets of each of
WisdomTree International LargeCap Growth Fund, WisdomTree Middle East Dividend
Fund, WisdomTree Global Dividend Fund, WisdomTree Global SmallCap Dividend Fund
and WisdomTree Global Equity Income Fund will consist of foreign stocks or
securities, those Funds intend to "pass through" to you certain foreign income
taxes (including withholding taxes) paid by those Funds. This means that you
will be considered to have received as an additional dividend your share of such
foreign taxes, but you may be entitled to either a corresponding tax deduction
in calculating your taxable income, or, subject to certain limitations, a credit
in calculating your federal income tax.

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.

WisdomTree Trust Prospectus 31

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 for securities 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 should consult their own tax advisor with respect
to whether 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").

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. Each "creator" enters into an authorized
participant agreement with the Distributor, and deposits into the applicable
Fund a portfolio of securities closely approximating the holdings of the Fund
and pays or receives a specified amount of cash ("Cash Component") equal to the
difference between the NAV of a Creation Unit and the market value of the basket
of securities in exchange for a specified number of Creation Units. Each
"Business Day," prior to the opening of trading, the Fund will designate through
the National Securities Clearing Corporation ("NSCC"), the names and number of
shares of each security to be included in that day's basket. Each Fund reserves
the right to accept a basket of securities or cash that differs from the
published basket. A Fund will not issue fractional Creation Units.

Similarly, shares may be redeemed in a specified number of Creation Units in
exchange for a designated basket of portfolio securities. Each Fund reserves the
right to honor a redemption request by delivering 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 as described in the Participant Agreement.

WisdomTree Trust Prospectus 32

The WisdomTree LargeCap Growth Fund and WisdomTree International LargeCap Growth
Fund generally issue and redeem shares on an in-kind basis. The WisdomTree
Middle East Dividend Fund issues and redeems shares for cash, and the WisdomTree
Global Dividend Fund, WisdomTree Global SmallCap Dividend Fund and WisdomTree
Global Equity Income Fund issue and redeem shares in exchange for in-kind
securities and cash (with respect to the portion of its assets invested in
emerging markets).

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 (including the cut-off times for receipt of creation and
redemption orders) is included in the Trust's SAI.

Authorized Participants and the Continuous Offering of Shares

Because new shares may be created and issued on an ongoing basis, at any point
during the life of a Fund, a "distribution," as such term is used in the
Securities Act of 1933 ("Securities Act"), may be occurring. Broker-dealers and
other persons are cautioned that some activities on their part may, depending on
the circumstances, result in their being deemed participants in a distribution
in a manner that could render them statutory underwriters and subject to the
prospectus-delivery and liability provisions of the Securities Act. Nonetheless,
any determination of whether one is an underwriter must take into account all
the relevant facts and circumstances of each particular case.

Broker-dealers should also note that dealers who are not "underwriters," but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the Securities Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the Securities Act. For delivery of prospectuses to exchange
members, the prospectus delivery mechanism of Rule 153 under the Securities Act
is only available with respect to transactions on a national securities
exchange.

Creation and Redemption Transaction Fees for Creation Units

Each Fund may impose a 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 transaction fee is
charged to each purchaser on the day such purchaser creates a Creation Unit. The
fee is a single charge and will be the amount indicated below regardless of the
number of Creation Units purchased by an investor on the same day. Similarly,
the standard redemption transaction fee will be the amount indicated regardless
of the number of Creation Units redeemed that day. Purchasers and redeemers of
Creation Units for cash (when cash creations and redemptions are permitted) will
also be subject to an additional variable charge of up to a maximum of four
times the amount 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.

WisdomTree Trust Prospectus 33

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
Value of Standard Maximum
One Creation/ Creation/
Creation Redemption Redemption
Name of Fund Unit Transaction Fee Transaction Fee
------------------------------------------------------------------------------------------------

WisdomTree Funds
------------------------------------------------------------------------------------------------
WisdomTree Large Cap Growth Fund $_____ $_____ $_____
------------------------------------------------------------------------------------------------
WisdomTree International Large Cap Growth Fund $_____ $_____ $_____
------------------------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund $_____ $_____ $_____
------------------------------------------------------------------------------------------------
WisdomTree Global Dividend Fund $_____ $_____ $_____
------------------------------------------------------------------------------------------------
WisdomTree Global SmallCap Dividend Fund $_____ $_____ $_____
------------------------------------------------------------------------------------------------
WisdomTree Global Equity Income 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.

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.

WisdomTree Trust Prospectus 34

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.

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

WisdomTree Trust Prospectus 35

Denver, Colorado 80203
Visit: www.wisdomtree.com

Information about the Funds (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Funds are available on
the EDGAR Database on the SEC's Internet site at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following E-mail address: publicinfo@sec.gov, or by writing the
SEC's Public Reference Section, Washington, D.C. 20549-0102.

No person is authorized to give any information or to make any representations
about any Fund and its shares not contained in this Prospectus and you should
not rely on any other information. Read and keep this Prospectus for future
reference.

(C)2008 WisdomTree Trust
WisdomTree Funds are distributed by
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203

WisdomTree(SM) 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 Trust Prospectus 36

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.

SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
Dated as of April 30, 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" and collectively, the
"Funds") of WisdomTree Trust (the "Trust"), as each such Prospectus may be
revised from time to time:

WISDOMTREE FUNDS

WisdomTree LargeCap Growth Fund

WisdomTree International LargeCap Growth Fund

WisdomTree Middle East Dividend Fund

WisdomTree Global Dividend Fund

WisdomTree Global SmallCap Dividend Fund

WisdomTree Global Equity Income Fund

The current Prospectus for each of the domestic and international Funds is
dated ________, 2008. The WisdomTree LargeCap Growth Fund is sometimes
referred to as the "Domestic Fund." The International LargeCap Growth
Fund, Middle East Dividend Fund, Global Dividend Fund, Global SmallCap
Dividend Fund and Global Equity Income Fund are sometimes referred to as
the "International Funds." Capitalized terms used herein that are not
defined have the same meaning as in the Prospectus, unless otherwise
noted. Financial Statements and Annual Reports will be made available
after the Funds have completed a fiscal year of operations.

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

Statement of Additional Information dated _____, 2008

TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS ............................ 1

WISDOMTREE FUNDS .................................................... 1

INVESTMENT STRATEGIES AND RISKS ........................................... 1

PRINCIPAL INVESTMENT STRATEGY ....................................... 1

GENERAL RISKS ....................................................... 2

LACK OF DIVERSIFICATION ............................................. 3

SPECIFIC INVESTMENT STRATEGIES ...................................... 3

SECURITIES LENDING .................................................. 3

MONEY MARKET INSTRUMENTS ............................................ 3

REPURCHASE AGREEMENTS ............................................... 3

REVERSE REPURCHASE AGREEMENTS ....................................... 4

INVESTMENT COMPANY SECURITIES ....................................... 4

REAL ESTATE INVESTMENT TRUSTS ....................................... 4

NON-U.S. SECURITIES ................................................. 4

INVESTMENTS IN EMERGING MARKETS ..................................... 5

INVESTMENTS IN FRANCE ............................................... 5

INVESTMENTS IN THE UNITED KINGDOM ................................... 5

INVESTMENTS IN AUSTRALIA ............................................ 5

INVESTMENTS IN BRAZIL ............................................... 5

INVESTMENTS IN CANADA ............................................... 6

INVESTMENTS IN CHINA AND HONG KONG .................................. 6

INVESTMENTS IN GERMANY .............................................. 7

INVESTMENTS IN JAPAN ................................................ 7

INVESTMENTS IN SINGAPORE ............................................ 7

INVESTMENTS IN SOUTH AFRICA ......................................... 7

INVESTMENTS IN SOUTH KOREA .......................................... 7

INVESTMENTS IN TAIWAN ............................................... 7

INVESTMENTS IN THE MIDDLE EAST ...................................... 7

DEPOSITARY RECEIPTS ................................................. 8

CURRENCY TRANSACTIONS ............................................... 8

FORWARD FOREIGN CURRENCY TRANSACTIONS ............................... 8

FOREIGN CURRENCY FUTURES CONTRACTS .................................. 8

ILLIQUID SECURITIES ................................................. 9

FUTURES, OPTIONS AND OPTIONS ON FUTURES CONTRACTS ................... 9

RISKS OF FUTURES AND OPTIONS TRANSACTIONS ........................... 9

SWAP AGREEMENTS ..................................................... 10

TRACKING STOCKS ..................................................... 10

FINANCIAL SECTOR INVESTMENTS ........................................ 10

FUTURE DEVELOPMENTS ................................................. 10

PROXY VOTING POLICY ....................................................... 11

PORTFOLIO HOLDING DISCLOSURE POLICIES AND PROCEDURES ...................... 11

DESCRIPTION OF THE WISDOMTREE INDEXES ..................................... 12

Component Selection Criteria ........................................ 13

Annual Index Reconstitution ......................................... 13

Index Maintenance ................................................... 13

Index Availability .................................................. 13

Changes to the Index Methodology .................................... 13

Index Calculation Agent ............................................. 13

WISDOMTREE INDEXES .................................................. 14

WisdomTree LargeCap Growth Index .............................. 14

WisdomTree International LargeCap Growth Index ................ 14

WisdomTree Middle East Dividend Index ......................... 14

WisdomTree Global Dividend Index .............................. 14

WisdomTree Global SmallCap Dividend Index ..................... 15

WisdomTree Global High-Yielding Index ......................... 15

INVESTMENT LIMITATIONS .................................................... 16

Fundamental Policies ................................................ 16

Senior Securities ............................................. 16

Borrowing ..................................................... 16

Underwriting .................................................. 16

Concentration ................................................. 16

Real Estate ................................................... 16

Commodities ................................................... 16

Loans ......................................................... 17

CONTINUOUS OFFERING ....................................................... 17

MANAGEMENT OF THE TRUST ................................................... 18

Trustees and Officers ............................................... 18

Interested Trustee and Officers ..................................... 18

Independent Trustees ................................................ 19

Committees of the Board of Trustees ................................. 21

Audit Committee ..................................................... 21

Governance and Nominating Committee ................................. 21

Approval of Investment Advisory Agreement and Sub-Advisory
Agreement ..................................................... 21

Approval of Investment Advisory Agreement ........................... 22

Remuneration of Trustees ............................................ 23

Control Persons and Principal Holders of Securities ................. 23

Investment Adviser .................................................. 23

Sub-Adviser ......................................................... 24

Portfolio Managers .................................................. 25

Portfolio Manager Fund Ownership .................................... 26

Portfolio Manager Compensation ...................................... 26

Code of Ethics ...................................................... 26

Administrator, Custodian and Transfer Agent ......................... 26

Distributor ......................................................... 27

Brokerage Transactions .............................................. 27

Additional Information Concerning the Trust ......................... 28

Shares .............................................................. 28

Termination of the Trust or a Fund .................................. 28

Role of DTC ......................................................... 28

Creation & Redemption of Creation Units ....................... 29

Creation ............................................................ 29

Fund Deposit ........................................................ 29

Procedures for Creation of Creation Units ........................... 30

Placement of Creation Orders for the Domestic Fund Using the
Clearing Process .............................................. 31

Placement of Creation Orders for the Domestic Fund Outside the
Clearing Process .............................................. 31

Placement of Creation Orders for the International Funds ............ 32

Cash Purchases ................................................ 33

Acceptance of Orders for Creation Units ............................. 33

Creation Transaction Fee ............................................ 33

WisdomTree LargeCap Growth Fund ..................................... 34

WisdomTree International LargeCap Growth Fund- ...................... 34

WisdomTree Middle East Dividend Fund ................................ 34

WisdomTree Global Dividend Fund ..................................... 34

WisdomTree Global SmallCap Dividend Fund ............................ 34

WisdomTree Global Equity Income Fund ................................ 34

iii

Placement of Redemption Orders for the Domestic Fund Using the
Clearing Process .............................................. 34

Placement of Redemption Orders for the Domestic Fund Outside the
Clearing Process .............................................. 34

Placement of Redemption Orders for the International Funds .......... 34

Cash Redemptions ............................................. 36

REGULAR HOLIDAYS .................................................... 36

Taxes ............................................................... 40

Qualification as a Regulated Investment Company ..................... 41

Taxation of the Funds ............................................... 41

Fund Distributions .................................................. 42

Sale or Exchange of Shares .......................................... 43

Backup Withholding .................................................. 43

Federal Tax Treatment of Certain Fund Investments ................... 43

Foreign Investments ................................................. 43

Investment in PFICs ................................................. 44

Additional Tax Information Concerning REITs ......................... 44

Tax-Exempt Shareholders ............................................. 44

Non-U.S. Shareholders ............................................... 45

Creation and Redemption of Creation Units ........................... 45

Section 351 ......................................................... 46

Tax Shelter Reporting Regulations ................................... 46

General Considerations .............................................. 46

Determination of NAV ................................................ 40

Dividends and Distributions ......................................... 47

Financial Statements ................................................ 47

Miscellaneous Information ........................................... 47

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 FUNDS

WisdomTree LargeCap Growth Fund

WisdomTree International LargeCap Growth Fund

WisdomTree Middle East Dividend Fund

WisdomTree Global Dividend Fund

WisdomTree Global SmallCap Dividend Fund

WisdomTree Global Equity Income 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") that defines a specific segment of the U.S. or international
stock markets. The Indexes are created using proprietary methodology developed
by WisdomTree Investments, Inc. ("WisdomTree Investments"). WisdomTree Asset
Management, Inc. ("WisdomTree Asset Management") is the investment adviser to
each Fund. WisdomTree Investments is the parent company of WisdomTree Asset
Management. Mellon Capital Management Corporation ("Mellon Capital") is the
investment sub-adviser ("Sub-Adviser") to each Fund. Mellon Capital is a
wholly-owned indirect subsidiary of The Bank of New York Mellon Corporation
("BNY Mellon"), a publicly traded financial holding company.

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
New York Stock Exchange ("NYSE") or American Stock Exchange ("AMEX") (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 has been
licensed for use by the Trust.

INVESTMENT STRATEGIES AND RISKS

The investment objective and general investment policies of each Fund are
described in the Prospectus. Additional information concerning the Funds is set
forth below.

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

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

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

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

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

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

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

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

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

Non-U.S. stock markets may not be as developed or efficient as, and may be more
volatile than, those in the U.S. While the volume of shares traded on non-U.S.
stock markets generally has been growing, such markets usually

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

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

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

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

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

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

INVESTMENTS IN FRANCE. The Global Dividend Fund, Global Equity Income Fund,
Global SmallCap Fund and International LargeCap Growth Fund may invest their
assets in France. France is a member of the European Economic and Monetary Union
("EMU"). EMU member countries share coordinated economic policies and a common
currency. As a result, the economy of France may be significantly affected by
changes in the economies of the EMU members or other European countries. These
and other factors could have a negative impact on a Fund's performance.

INVESTMENTS IN THE UNITED KINGDOM. The Global Dividend Fund, Global Equity
Income Fund, Global SmallCap Fund and International LargeCap Growth Fund may
invest a portion of their assets in companies organized in the United Kingdom.
The United Kingdom has one of the largest economies in Europe and trades heavily
with other European countries. The economy of the United Kingdom may be impacted
by changes to the economic health of other European countries. These and other
factors could have a negative impact on a Fund's performance.

INVESTMENTS IN AUSTRALIA. The Global Dividend Fund, Global Equity Income Fund
and International LargeCap Growth Fund may invest their assets in companies
organized and listed in Australia. The economy of Australia is heavily dependent
on the demand for natural resources and agricultural products. Conditions that
weaken demand for such products worldwide could have a negative impact on the
Australian economy as a whole. These and other factors could have a negative
impact on a Fund's performance.

INVESTMENTS IN BRAZIL. The Global Dividend Fund, Global Equity Income Fund and
International LargeCap Growth Fund may invest a portion of their 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 a Fund's ability to operate, and to qualify for the favorable tax
treatment afforded to regulated investment companies for U.S. Federal income tax
purposes, (ii) fluctuations in the rate of exchange between the Brazilian Real
and the U.S. dollar, (iii) the generally greater price volatility and lesser
liquidity that characterize Brazilian securities markets, as compared with U.S.
markets, (iv) the effect that 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 a Fund's performance.

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

INVESTMENTS IN CHINA AND HONG KONG. The Global Dividend Fund, Global Equity
Income Fund and International LargeCap Growth Fund may invest a portion of their
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 a 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 Chinese
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 (xix) the risk that
certain companies in a 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
a Fund involves risk of a total loss. China has committed by treaty to preserve
Hong Kong's autonomy and its economic, political and social freedoms for fifty
years from the July 1, 1997 transfer of sovereignty from Great Britain to China.
However, if China would exert its authority so as to alter the economic,
political or legal structures or the existing social policy of Hong Kong,
investor and business confidence in Hong Kong could be

negatively affected, which in turn could negatively affect markets and business
performance. These and other factors could have a negative impact on a Fund's
performance.

INVESTMENTS IN GERMANY. The Global Dividend Fund, Global Equity Income Fund,
International LargeCap Growth Fund and Global SmallCap Fund may invest in
Germany. Germany is a member of the EMU. EMU member countries share coordinated
economic policies and a common currency. As a result, the economy of Germany may
be significantly affected by changes in the economies of the EMU members or
other European countries. Challenges related to the rebuilding of infrastructure
and unemployment in the former area of East Germany may also impact the economy
of Germany. These and other factors could have a negative impact on a Fund's
performance.

INVESTMENTS IN JAPAN. The Global Dividend Fund, Global Equity Income Fund and
International LargeCap Growth Fund may invest a percentage of their assets in
companies organized in Japan. The Japanese economy is characterized by
government intervention and protectionism, an unstable financial services
sector, and relatively high unemployment. Economic growth is heavily dependent
on international trade, government support and consistent government policy.
Slowdowns in the economies of key trading partners such as the United States,
China and countries in Southeast Asia could have a negative impact on the
Japanese economy as a whole. These and other factors could have a negative
impact on a Fund's performance.

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

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

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

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

INVESTMENTS IN THE MIDDLE EAST. The Middle East Dividend Fund may invest a
significant portion of its assets in companies organized and listed in Bahrain,
Dubai, Egypt, Jordan, Kuwait, Lebanon, Morocco, Oman, Qatar and the United Arab
Emirates. The legal systems in certain Middle Eastern countries may have an
adverse impact on the Fund. For example, the potential liability of a
shareholder in a U.S. corporation with respect to acts of the corporation
generally is limited to the amount of the shareholder's investment. However, the
notion of limited

liability is less clear in certain Middle Eastern countries. The Fund therefore
may be liable in certain Middle Eastern countries for the acts of a corporation
in which it invests for an amount greater than the Fund's actual investment in
that corporation. Similarly, the rights of investors in Middle Eastern issuers
may be more limited than those of shareholders of a U.S. corporation. It may be
difficult or impossible to obtain and/or enforce a judgment in a Middle Eastern
country. Some Middle Eastern countries prohibit or impose substantial
restrictions on investments in their capital markets, particularly their equity
markets, by foreign entities such as the Fund. For example, certain countries
may require governmental approval prior to investment by foreign persons or
limit the amount of investment by foreign persons in a particular issuer. They
may also limit the investment by foreign persons to only a specific class of
securities of an issuer that may have less advantageous terms (including price)
than securities of the issuer available for purchase by nationals. The manner in
which foreign investors may invest in companies in certain Middle Eastern, as
well as limitations on those investments, may have an adverse impact on the
operations of the Fund. For example, the Fund may be required in certain of
these countries to invest initially through a local broker or other entity and
then have the shares that were purchased re-registered in the name of the Fund.
Re-registration in some instances may not be possible on a timely basis. This
may result in a delay during which the Fund may be denied certain of its rights
as in investor, including rights as to dividends or to be made aware of certain
corporate actions. There also may be instances where the Fund places a purchase
order but is subsequently informed, at the time of re-registration, that the
permissible allocation of the investment to foreign investors has been filled.

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

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

CURRENCY TRANSACTIONS. The Funds may enter into foreign currency forward and
foreign currency futures contracts to facilitate local securities settlements or
to protect against currency exposure in connection with distributions to
shareholders. The Funds do not expect to engage in currency transactions for the
purpose of hedging against declines in the value of a Fund's assets that are
denominated in one or more foreign currencies. The Funds may not enter into such
contracts for speculative purposes.

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

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

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

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

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

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

Utilization of futures and options on futures by a Fund involves the risk of
imperfect or even negative correlation to the underlying Index if the index
underlying the futures contract differs from the underlying Index. There is also
the risk of loss by a Fund of margin deposits in the event of bankruptcy of a
broker with whom a Fund has an open position in the futures contract or option.
The purchase of put or call options will be based upon predictions by a Fund as
to anticipated trends, which predictions could prove to be incorrect.

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

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

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

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

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

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

FINANCIAL SECTOR INVESTMENTS. The Funds may invest in companies that are
considered to be in the financial sector, including commercial banks, brokerage
firms, diversified financial services, a variety of firms in all segments of the
insurance industry (such as multi-line, property and casualty, and life
insurance) and real estate related companies. The financial sector is currently
undergoing relatively rapid change as existing distinctions between financial
service segments become less clear. For example, recent business combinations
have included insurance, finance, and securities brokerage under single
ownership. Some primarily retail corporations have expanded into securities and
insurance industries. Moreover, the federal laws generally separating commercial
and investment banking are currently being studied by Congress.

Rule 12d3-1 under the 1940 Act limits the extent to which a fund may invest in
the securities of any one company that derives more than 15% of its revenues
from brokerage, underwriting or investment management activities. A fund may
purchase securities of an issuer that derived more than 15% of its gross
revenues in its most recent fiscal year from securities-related activities,
subject to the following conditions: (1) the purchase cannot cause more than 5%
of a fund's total assets to be invested in securities of that issuer; (2) for
any equity security, the purchase cannot result in a fund owning more than 5% of
the issuer's outstanding securities in that class; and (3) for a debt security,
the purchase cannot result in a fund owning more than 10% of the outstanding
principal amount of the issuer's debt securities.

In applying the gross revenue test, an issuer's own securities-related
activities must be combined with its ratable share of securities-related
revenues from enterprises in which it owns a 20% or greater voting or equity
interest. All of the above percentage limitations, as well as the issuer's gross
revenue test, are applicable at the time of purchase. With respect to warrants,
rights, and convertible securities, a determination of compliance with the above
limitations shall be made as though such warrant, right, or conversion privilege
had been exercised. The Funds will not be required to divest their holdings of a
particular issuer when circumstances subsequent to the purchase cause one of the
above conditions to not be met. The purchase of a general partnership interest
in a securities-related business is prohibited.

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

PROXY VOTING POLICY

The Trust has adopted as its proxy voting policies for each Fund, the proxy
voting guidelines of BNY Mellon. 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 a 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 a 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 Funds will generally vote "for"
management proposals on routine business; case by case on management proposals
related to directors (though "for" routine matters and "against" classification
of the Board); case by case on management proposals related to a company's
capitalization, reorganizations or merger proposals, and non-salary compensation
issues; "against" management proposals on anti-takeover related proposals; and
"against" or case by case on most shareholder proposals, including social
issues. A complete copy of the Proxy Policy may be obtained by calling
1-866-909-9473.

The Trust is required to disclose annually the Funds' complete proxy voting
record on Form N-PX covering the period from July 1 of one year through June 30
of the next and to file N-PX with the SEC no later than August 31 of each year.
The current Form N-PX for the Funds is available at no charge upon request by
calling 866-909-9473 or through the Trust's website at www.wisdomtree.com. The
Funds' Form N-PX is also available on the SEC's website at www.sec.gov.

PORTFOLIO 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 a 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 the periodic basis.

DESCRIPTION OF THE WISDOMTREE INDEXES

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

Component Selection Criteria. In order to be included in one of the WisdomTree
Dividend Indexes, a company must pay regular cash dividends on shares of its
common stock. Companies must also meet certain liquidity requirements. For
example, a company generally must have a minimum market capitalization of $100
million as of the Index measurement date (defined below) and have an average
daily dollar volume traded of at least $100,000 for the three months prior to
the Index measurement date. Some Indexes have higher minimum capitalization and
liquidity requirements. To be included in one of the U.S. Dividend Indexes, a
company must be incorporated in the United States (including Puerto Rico), and
must list its shares on the New York Stock Exchange ("NYSE"), American Stock
Exchange ("AMEX") or the NASDAQ National Market ("NASDAQ"). To be included in
one of the non-U.S. Indexes, a company must list its shares on a major non-U.S.
stock exchange and be organized outside of the United States. Common stocks,
real estate investment trusts, tracking stocks, and holding companies are
eligible for inclusion in each Index. Limited partnerships, limited liability
companies, mortgage REITS, royalty trusts, preferred stocks, closed-end funds,
exchange-traded funds, PFICs and derivative securities, such as warrants and
rights, are not eligible (though PFICs are eligible to be included in the
International Real Estate Fund).

In order to be included in one of the WisdomTree Domestic Earnings Indexes, a
company must: (i) be incorporated in the United States (including Puerto Rico),
(ii) be listed on the NYSE, AMEX or NASDAQ, (iii) have generated positive
earnings on a cumulative basis in their most recent four fiscal quarters
preceding the Index measurement date, (iv) have a market capitalization of at
least $100 million on the Index measurement date, (v) have an average daily
dollar volume of at least $200,000 for each of the six months prior to the Index
measurement date, and (vi) have a price to earnings ratio ("P/E ratio") of at
least 2 as of the Index measurement date. Companies are weighted in the Index
based on their earnings over their most recent four fiscal quarters preceding
the Index measurement date. For these purposes, "earnings" are determined using
a company's "Core Earnings." Core Earnings is a standardized

calculation of earnings developed by S&P that is designed to include expenses,
incomes and activities that reflect the actual profitability of a company's
ongoing operations. Common stocks, tracking stocks, and holding companies are
eligible for inclusion. REITs, ADRs, GDRs and EDRs are excluded, as are limited
partnerships, limited liability companies, royalty trusts, preferred stocks,
closed-end funds, exchange-traded funds, and derivative securities, such as
warrants and rights, are not eligible.

Annual Index Reconstitution. The WisdomTree Indexes are "reconstituted" on an
annual basis. New securities are added to the Indexes only during the "annual
reconstitution." The annual reconstitution of the Domestic Index takes place at
the end of November and the beginning of December each year. The annual
reconstitution of the International 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 December for the Domestic Index and after the close of
trading on the third Wednesday of June for the International Indexes. The final
index constituents and their respective weightings are made publicly available
at this time. The final Index constituents and final constituent weightings go
into effect immediately before the opening of trading on the Monday following
the Weighting Date. This is sometimes referred to as the "Reconstitution Date."

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

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

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

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

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

WISDOMTREE INDEXES

WisdomTree LargeCap Growth Index

Number of Components: approximately _____

Index Description. The WisdomTree LargeCap Growth Index is a fundamentally
weighted index that measures the performance of growth companies within the
broad U.S. stock market. The Index consists of companies that: (i) are
incorporated in the United States (including Puerto Rico); (ii) are listed on
the New York Stock Exchange, American Stock Exchange, NASDAQ Global Select
Market, or NASDAQ Global Market ("NASDAQ"); (iii) have a market capitalization
of at least $100 million as of the index measurement date; (iv) have an average
daily dollar volume of at least $200,000 for each of the six months prior to the
index measurement date;(v) have a P/E ratio of at least 2 as of the index
measurement date; (vi) have cumulative positive earnings in their prior four
fiscal quarters and have posted year-over-year percentage change in earnings per
share, book value per share, sales per share and stock price ("growth
metrics");(vii) rank as one of the 1000 largest companies in this group measured
by market capitalization; (viii) rank within the top 30% of the 1000 companies
that pass these selection requirements, based on four growth metrics which
include: annual earnings per share growth; annual sales per share growth; annual
book value per share growth; annual stock price growth. Companies are weighted
in the Index based on their earnings over their most recent four fiscal quarters
preceding the index measurement date. For these purposes, "earnings" are
determined using a company's reported net income, excluding special items,
applicable to common shareholders over their four most recent fiscal quarters.
The Index includes primarily large-capitalization securities and is, in this
sense, an earnings-weighted index for large-cap growth stocks in the U.S.
market. As of March 31, 2008, approximately 80% of the capitalization of the
Index consisted of companies with market capitalizations over $10.0 billion.

WisdomTree International LargeCap Growth Index

Number of Components: approximately __

Index Description. The WisdomTree International LargeCap Growth Index is a
fundamentally weighted index that measures the performance of growth companies
within emerging markets and developed markets outside the U.S. The Index
consists of companies that are (i) eligible for inclusion in WisdomTree World
ex-U.S. Index and that have paid regular cash dividends of at least $5 million
in the year prior to the index measurement date; (ii) have posted year-over-year
percentage change in earnings per share, book value per share, sales per share
and stock price ("growth metrics");(iii) rank as one of the 1000 largest
companies in this group measured by market capitalization; (iv) rank within the
top 30% of the 1000 companies that pass these selection requirements, based on
four growth metrics which include: annual earnings per share growth; annual
sales per share growth; annual book value per share growth; annual stock price
growth. Companies are weighted in the Index based on dividends paid in the
annual cycle prior to the index measurement date. The Index includes primarily
large-capitalization securities and is, in this sense, a dividend-weighted index
for large-cap growth stocks in developed and emerging markets outside the United
States. As of March 31, 2008, approximately 80% of the capitalization of the
Index consisted of companies with market capitalizations over $10.0 billion.

WisdomTree Middle East Dividend Index

Number of Components: approximately __

Index Description. The WisdomTree Middle East Dividend Index is a fundamentally
weighted index that measures the performance of Middle East companies that pay
regular cash dividends on shares of their common stock and that meet specified
requirements as of the index measurement date. Companies eligible for inclusion
in the Index must be incorporated in and have their shares listed on a major
stock exchange in Bahrain, Dubai, Egypt, Jordan, Kuwait, Lebanon, Morocco, Oman,
Qatar and the United Arab Emirates. Companies must have paid at least $5 million
in cash dividends on their common stock in the 12 months prior to the most
recent index measurement date. Companies are weighted in the Index based on
regular cash dividends paid. The Index is composed of primarily mid
capitalization stocks. As of March 31, 2008, approximately 54% of the index
consisted of companies with a market capitalization between $2 billion and $10
billion.

WisdomTree Global Dividend Index

Number of Components: approximately __

Index Description. The WisdomTree Global Dividend Index measures the performance
of companies that pay regular cash dividends on shares of their common stock and
that meet specified requirements as of the index measurement date. The Index
consists of companies selected for inclusion in the WisdomTree Dividend Index,

which measures the performance of dividend-paying companies in the U.S., and the
WisdomTree World ex-US Index, which measures the performance of dividend-paying
companies in 22 developed and 19 emerging markets outside the U.S. Companies are
weighted in the Index based on dividends paid in the annual cycle prior to the
index measurement date. The Index includes large-capitalization,
mid-capitalization and small-capitalization securities from 41 countries that
meet the Index requirements and is, in this sense, a global stock market index.
As of March 31, 2008, approximately 78% of the capitalization of the Index
consisted of companies with market capitalizations over $10 billion.

WisdomTree Global SmallCap Dividend Index

Number of Components: approximately __

Index Description. The WisdomTree Global SmallCap Dividend Index measures the
performance of small-capitalization companies that qualify for inclusion in the
WisdomTree Global Dividend Index that pay regular cash dividends on shares of
common stock and meet specified requirements as of the Index measurement date.
The WisdomTree Global SmallCap Dividend Index comprises companies that rank
within the bottom 5% of the WisdomTree Global Dividend Index by market
capitalization. Companies are weighted in the Index based on dividends paid in
the annual cycle prior to the index measurement date. The Index includes
primarily small-capitalization securities. As of March 31, 2008, approximately
93% of the capitalization of the Index consisted of companies with market
capitalizations less than $2 billion.

WisdomTree Global High-Yielding Index

Number of Components: approximately __

Index Description. The WisdomTree Global High-Yielding Index comprises the top
30% of the companies ranked by dividend yield from a universe consisting of
companies included in WisdomTree Global High-Yielding Index. Eligible companies
must have a market capitalization of at least $2 billion as of the index
measurement date. The resulting universe of companies after the market cap
screen is applied is ranked by dividend yield and the top 30% of companies are
selected for inclusion in the Global Equity Income Index. Companies are weighted
in the Index based on dividends paid in the annual cycle prior to the index
measurement date. As of March 31, 2008, approximately 83% of the capitalization
of the Index consisted of companies with market capitalizations of more than $10
billion.

INVESTMENT LIMITATIONS

The following fundamental investment policies and limitations supplement those
set forth in each Fund's Prospectus. Unless otherwise noted, whenever a
fundamental investment policy or limitation states a maximum percentage of a
Fund's assets that may be invested in any security or other asset, or sets forth
a policy regarding quality standards, such standard or percentage limitation
will be determined immediately after and as a result of a 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 a 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 a fund from
investing in securities or other instruments backed by real estate, real
estate investment trusts or securities of companies engaged in the real
estate business).

Commodities

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

Loans

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

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

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

Each Fund has adopted a non-fundamental investment policy in accordance
with Rule 35d-1 under the 1940 Act to invest, under normal circumstances,
at least 80% of the value of its net assets, plus the amount of any
borrowings for investment purposes, in the types of securities suggested
by a 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 a Fund into compliance with this policy.

CONTINUOUS OFFERING

The method by which Creation Units are created and traded may raise certain
issues under applicable securities laws. Because new Creation Units 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 Units 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
Portfolios in
Fund
Term of Complex Other
office and Overseen Directorships
Length of by Trustees Held by
Time Principal Occupation(s) During and Trustee and
Name (year of birth) Position Served the Past 5 Years Officers Officers
-------------------- ----------- ----------- -------------------------------------------- ------------- ----------------

Jonathan Steinberg Trustee, Trustee Chief Executive Officer of WisdomTree 52 None.
President* and officer Investments, Inc. (formerly, Index
(1964) since 2005 Development Partners, Inc. and Director of
WisdomTree Investments, Inc. since 1989

Amit Muni Treasurer*, Officer Chief Financial Officer and Assistant 52 None.
Assistant since 2008 Secretary of WisdomTree Investments, Inc.
(1969) Secretary* (formerly, Index 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 Secretary*, Officer Deputy General Counsel of WisdomTree 52 None.
Chief Legal since 2005 Investments, Inc. (formerly, Index
(1967) Officer* Development Partners, 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.

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

Independent Trustees

Gregory Barton Trustee* Trustee General Counsel of Martha Stewart 52 None.
since 2006 Living Omnimedia, Inc. Since 2007; Executive
(1961) 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 52 None.
since 2006 E. Rogers College of Law since
(1955)** 1999; Professor at University of Arizona
James E. Rogers College of Law since 1990.

Victor Ugolyn Trustee, Trustee Private Investor - 2005 to Present; 52 Trustee on Board
Chairman of since 2006 President and Chief Executive Officer of of Trustees of
(1947) the Board of William D. Witter, Inc. 2005 to 2006; Naismith Memorial
Trustees Consultant to AXA Enterprise in 2004; Basketball
Chairman, President and Chief Executive Hall of Fame;
Officer of Enterprise Capital Management Member of the
(subsidiary of The MONY Group, Inc.) and Board of
Enterprise Group of Funds, Chairman of MONY Overseers of
Securities Corporation, and Chairman of the the Hoover
Fund Board of Enterprise Group of Funds from Institution at
1991 to 2004. 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 Overseen by
Dollar Range of Equity Trustee in Family of Investment
Name of Trustee Securities in the Funds Companies
--------------------- ----------------------- --------------------------------

Interested Trustee:
Jonathan Steinberg Over $100,000 Over $100,000

Independent Trustees:
Gregory Barton Over $100,000 Over $100,000
Toni Massaro $0 - $10,000 $0 - $10,000
Victor Ugolyn $50,001 - $100,000 $50,001 - $100,000

As of December 31, 2007 none of the Trustees who are not interested persons (as
defined in the 1940 Act) of the Trust ("Independent Trustees") or their
immediate family members owned beneficially or of record any securities of
WisdomTree Asset Management, the Sub-Adviser, the Distributor, or any person
controlling, controlled by or under control with WisdomTree Asset Management,
the Sub-Adviser or the Distributor.

Committees of the Board of Trustees

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

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

Approval of Investment Advisory Agreement and Sub-Advisory Agreement

The Board of Trustees of the Trust, including a majority of the Independent
Trustees, has the responsibility under the 1940 Act to approve the Trust's
Investment Advisory Agreement and Sub-Advisory Agreement (collectively, the
"Investment Advisory Agreements"). In addition, the Trust's Board of Trustees
will receive, review and evaluate information concerning the services and
personnel of the Investment Adviser and the Sub-Adviser at each quarterly
meeting of the Board of Trustees. While particular emphasis will be placed on
information concerning profitability,

comparability of fees and total expenses, and the Trust's investment performance
at any future meeting at which a renewal of the Investment Advisory Agreements
is considered, the process of evaluating the Investment Adviser and the
Sub-Adviser and the Trust's investment arrangements is an ongoing one. In this
regard, the Board's consideration of the nature, extent and quality of the
services to be provided by the Investment Adviser and the Sub-Adviser under the
Investment Advisory Agreements will include deliberations at future quarterly
meetings.

Approval of Investment Advisory Agreement.

The Trust and the Investment Adviser have entered into an investment advisory
agreement covering each Fund. Each such Agreement is an "Advisory Agreement." At
a meeting held on _____, 2008, the Board of Trustees, including a majority of
the Independent Trustees, approved the Advisory Agreement with WisdomTree Asset
Management ("WTAM") for each Fund. In approving the Advisory Agreements with
WTAM, the Board reviewed and analyzed the factors it deemed relevant, including:
(i) the nature, quality and extent of the services to be provided to the Funds
by WTAM; (ii) WTAM's personnel and operations; (iii) WTAM's financial condition;
(iv) the level and method of computing each Fund's advisory fee; (v) the
anticipated profitability of WTAM under the Advisory Agreement; (vi) "fall-out"
benefits to WTAM and its affiliates (i.e., ancillary benefits that may be
realized by WTAM or its affiliates from WTAM's relationship with the Funds);
(vii) the anticipated effect of growth and size on each Fund's performance and
expenses; and (viii) possible conflicts of interest.

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

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

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

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

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

Each Independent Trustee will receive annual compensation of $112,000. 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 estimated compensation to be paid by the
Trust to the Trustees.

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

Jonathan Steinberg None None None None

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

Gregory Barton $ 123,200 None None $ 123,200
Toni Massaro $ 112,000 None None $ 112,000
Victor Ugolyn $ 168,000 None None $ 168,000

Trustees and officers of the Trust collectively owned less than 1% of each of
the Trust's outstanding shares as of December 31, 2007.

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

Investment Adviser. WisdomTree Asset Management serves as investment adviser to
each Fund pursuant to an Investment Advisory Agreement between the Trust and
WisdomTree Asset Management. WisdomTree Asset Management, which does not manage
any other investment companies 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 LargeCap Growth Fund 0.__%
WisdomTree International LargeCap Growth Fund 0.__%
WisdomTree Middle East Dividend Fund 0.__%
WisdomTree Global Dividend Fund 0.__%
WisdomTree Global SmallCap Dividend Fund 0.__%
WisdomTree Global Equity Income Fund 0.__%

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.__% of
such Fund's average daily net assets. The Portfolio is advised by WisdomTree
Asset Management. WisdomTree Asset Management does not receive any additional
compensation for advising the Portfolio.

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 Funds,
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 Funds, 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. Mellon Capital serves as the sub-adviser for the Funds. Mellon
Capital is a leading innovator in the investment industry and manages global
quantitative-based investment strategies for institutional and private investors
with its principal office located at 50 Fremont Street, Suite 3900, San
Francisco, Ca 94105. As of February 29, 2008, Mellon Capital had assets under
management totaling approximately $216 billion. Mellon Capital is a wholly-owned
indirect subsidiary of The Bank of New York Mellon Corporation ("BNY Mellon"), a
publicly traded financial holding company.

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

o __ basis points (0.__%) of the first $___ million in combined daily
net assets of the Domestic
Funds; and

o __ basis points (0.__%) of the combined daily net assets of the
Domestic Funds in excess of $___
million.

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

o __ basis points (0.__%) of the first $___million in the total daily
net assets of all International
Funds;

o __ basis points (0.__%)of the next $___ million in the total daily
net assets of all International
Funds;

o __ basis points (0.__%) of the total daily net assets of all
International Funds in excess of $___
million; and

o __ basis points (0.__%) of the total daily net assets of all
International Funds in excess of $___
billion.

Mellon Capital 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
Mellon Capital 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.

[To be provided]

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

Portfolio Manager Fund Ownership

As of ____, 2008 none of the portfolio managers owned shares of the Funds.

Portfolio Manager Compensation

As of ____, 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
Mellon Capital 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 Mellon Capital'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 a 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 a Fund's benchmark and a 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 a Fund depending on market conditions. For
example, a Portfolio Manager may purchase a security in one portfolio while
appropriately selling that same security in another portfolio. In addition, some
of these portfolios have fee structures that are or have the potential to be
higher than the Sub-Advisory fees paid by a Fund. However, the compensation
structure for Portfolio Managers generally does not provide any incentive to
favor one account over another because that part of a Portfolio Manager's bonus
based on performance is not based on the performance of one account to the
exclusion of others.

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

Administrator, Custodian and Transfer Agent. The Bank of New York serves as
administrator, custodian and transfer agent for the Funds. BNY's principal
address is One Wall Street, New York, New York 10286. Under the Fund
Administration and Accounting Agreement with the Trust, BNY provides necessary
administrative, legal, tax, accounting services, and financial reporting for the
maintenance and operations of the Trust and each Fund. In addition, BNY makes
available the office space, equipment, personnel and facilities required to
provide such services. Under the custody agreement with the Trust, BNY maintains
in separate accounts cash, securities and other assets of the Trust and each
Fund, keeps all necessary accounts and records, and provides other services. BNY
is required, upon the order of the Trust, to deliver securities held by BNY and
to make payments for securities purchased by the Trust for each Fund. Also,
under a Delegation Agreement, BNY is authorized to appoint certain

foreign custodians or foreign custody managers for Fund investments outside the
United States. Pursuant to a Transfer Agency and Service Agreement with the
Trust, BNY acts as transfer agent for each Fund's authorized and issued shares
of beneficial interest, and as dividend disbursing agent of the Trust. As
compensation for the foregoing services, BNY receives certain out of pocket
costs, transaction fees and asset-based fees which are accrued daily and paid
monthly by the Trust from the Trust's custody account with BNY.

Distributor. ALPS Distributors, Inc. ("Distributor") is the distributor of
shares of the Trust. Its principal address is 1290 Broadway, Suite 1100, Denver,
Colorado 80203. The Distributor has entered into a Distribution Agreement with
the Trust pursuant to which it distributes shares of each Fund. The Distribution
Agreement will continue for two years from its effective date and is renewable
annually. Shares are continuously offered for sale by the Funds through the
Distributor only in Creation Units, as described in the applicable Prospectus
and below in the Creation and Redemption of Creation Units section. Shares in
less than Creation Units are not distributed by the Distributor. The Distributor
will deliver the applicable Prospectus and, upon request, this SAI to persons
purchasing Creation Units 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 Units. 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 operates 52 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(s) 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. 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 Units 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 Units

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

Fund shares are issued and redeemed only on "Business Days". A "Business Day"
with respect to each Fund is any day on which the national securities exchange
on which a 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 Units 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 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 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) 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 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 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 Units of a given Fund until such
time as the next-announced composition of the Deposit Securities is made
available.

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

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

Procedures for Creation of Creation Units. To be eligible to place orders with
the Distributor and to create a Creation Unit 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 Units
("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 Units using
the process described in the Participant Agreement.

The date on which an order to create Creation Units (or an order to redeem
Creation Units, 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. 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 Units 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 Units 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.

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

Authorized Participants placing orders for Creation Units of the International
Funds should ascertain the applicable deadline for cash transfers by contacting
the operations department of the broker or depositary institution making the
transfer of the Cash Component. This deadline is likely to be significantly
earlier than the closing time of the regular trading session on the applicable
Listing Exchange ("Closing Time").

Placement of Creation Orders for the Domestic Fund Using the Clearing Process.
The Clearing Process is the process of creating or redeeming Creation Units.
Fund Deposits made through the Clearing Process must be delivered through a
Participating Party that has executed a Participant Agreement. The Participant
Agreement authorizes the Distributor to transmit through BNY to NSCC, on behalf
of the Participating Party, such trade instructions as are necessary to effect
the Participating Party's creation order. Pursuant to such trade instructions to
NSCC, the Participating Party agrees to deliver the requisite Deposit Securities
and the Cash Component to the Trust, together with such additional information
as may be required by the Distributor. An order to create Creation Units through
the Clearing Process is deemed received by the Distributor on the Transmittal
Date if: (i) such order is received by the Distributor not later than the
Closing Time on such Transmittal Date; and (ii) all other procedures set forth
in the Participant Agreement are properly followed.

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

All questions as to the number of Deposit Securities to be delivered, and the
validity, form and eligibility (including time of receipt) for the deposit of
any tendered securities, will be determined by the Trust, whose determination
shall be final and binding. The amount of cash equal to the Cash Component must
be transferred directly to BNY through the Federal Reserve Bank wire transfer
system in a timely manner so as to be received by BNY later than 2:00 p.m.,
Eastern time, on the Settlement Date. An order to create Creation Units outside
the Clearing Process is deemed

received by the Distributor on the Transmittal Date if: (i) such order is
received by the Distributor on such Transmittal Date; and (ii) all other
procedures set forth in the Participant Agreement are properly followed.
However, if BNY does not receive both the required Deposit Securities and the
Cash Component by 2:00 p.m., Eastern time on the Settlement Date, such order may
be canceled. Upon written notice to the Distributor, such canceled order may be
resubmitted the following Business Day using a Fund Deposit as newly constituted
to reflect the then current NAV of a Fund. The delivery of Creation Units so
created generally will occur no later than the Settlement Date.

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

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

If an Authorized Participant determines to post an additional cash deposit as
collateral for any undelivered Deposit Securities, such Authorized Participant
must deposit with BNY the appropriate amount of federal funds by 2:00 p.m.,
Eastern time, on the date of requested settlement. If the Authorized Participant
does not place its purchase order by the Closing Time or BNY does not receive
federal funds in the appropriate amount by such time, then the order may be
deemed to be rejected and the Authorized Participant shall be liable to a Fund
for losses, if any, resulting therefrom. An additional amount of cash shall be
required to be deposited with BNY, pending delivery of the missing Deposit
Securities to the extent necessary to maintain the Additional Cash Deposit with
the Trust in an amount at least equal to 105%, which the Trust may change from
time to time, of the daily marked to market value of the missing Deposit
Securities. To the extent that missing Deposit Securities are not received by
2:00 p.m., Eastern time, on the Settlement Date or in the event a
marked-to-market payment is not made within one Business Day following
notification by the Distributor that such a payment is required, the Trust may
use the cash on deposit to purchase the missing Deposit Securities. Authorized
Participants will be liable to the Trust for the costs incurred by the Trust in
connection with any such purchases. These costs will be deemed to include the
amount by which the actual purchase price of the Deposit Securities exceeds the
market value of such Deposit Securities on the transmittal date plus the
brokerage and related transaction costs associated with such purchases. The
Trust will return any unused portion of the Additional Cash Deposit once all of
the missing Deposit Securities have been properly received by BNY or purchased
by the Trust and deposited into the Trust. In addition, a transaction fee, as
listed below, will be charged in all cases. The delivery of Creation Units so
created generally will occur no later than the Settlement Date.

Placement of Creation Orders for the International Funds. Fund Deposits in
connection with the International Funds will not be made either through the
Clearing Process or through DTC. For the International Funds, BNY shall cause
the sub-custodian of the Funds to maintain an account into which the Authorized
Participant shall deliver, on behalf of itself or the party on whose behalf it
is acting, the securities included in the designated Fund Deposit (or the cash
value of all or part of such securities, in the case of a permitted or required
cash purchase or "cash in lieu" amount), with any appropriate adjustments as
advised by the Trust. Deposit Securities must be delivered to an account
maintained at the applicable local sub-custodian(s). 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.

To the extent contemplated by the applicable Participant Agreement, Creation
Units of the International Funds will be issued to such Authorized Participant
notwithstanding the fact that the corresponding Fund Deposits have not

been received in part or in whole, in reliance on the undertaking of the
Authorized Participant to deliver the missing Deposit Securities as soon as
possible, which undertaking shall be secured by such Authorized Participant's
delivery and maintenance of collateral consisting of cash in the form of U.S.
dollars in immediately available funds having a value (marked to market daily)
at least equal to 110%, which WisdomTree Asset Management may change from time
to time of the value of the missing Deposit Securities. Such cash collateral
must be delivered no later than 2:00 p.m., Eastern time, on the contractual
settlement date. The Participant Agreement will permit a 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

The WisdomTree Middle East Dividend Fund issues and redeems shares for cash, and
the WisdomTree Global Dividend Fund, WisdomTree Global SmallCap Dividend Fund
and WisdomTree Global Equity Income Fund generally issue and redeem shares in
exchange for in-kind securities and cash (with respect to the portion of its
assets invested in emerging markets). When, in the sole discretion of the Trust,
cash purchases of Creation Units 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, plus an additional variable charge for cash purchases,
which is expressed as a percentage of the value of the Deposit Securities. The
Transaction Fees for in-kind and cash purchases of Creation Units of Shares are
described in the Prospectus.

Acceptance of Orders for Creation Units. 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
Funds as described above; (iv) acceptance of the Deposit Securities would have
certain adverse tax consequences to the Funds; (v) acceptance of the Funds
Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of the
Funds Deposit would otherwise, in the discretion of the Trust or WisdomTree
Asset Management, have an adverse effect on the Trust or the rights of
beneficial owners; or (vii) in the event that circumstances outside the control
of the Trust, BNY, the Distributor or WisdomTree Asset Management make it for
all practical purposes impossible to process creation orders. Examples of such
circumstances include: acts of God; public service or utility problems such as
fires, floods, extreme weather conditions and power outages resulting in
telephone, telecopy and computer failures; market conditions or activities
causing trading halts; systems failures involving computer or other information
systems affecting the Trust, WisdomTree Asset Management, the Distributor, DTC,
NSCC, BNY or sub-custodian or any other participant in the creation process; and
similar extraordinary events. The Distributor shall notify a prospective creator
of a Creation Unit and/or the Authorized Participant acting on behalf of the
creator of a Creation Unit of its rejection of the order of such person. The
Trust, BNY, a sub-custodian and the Distributor are under no duty, however, to
give notification of any defects or irregularities in the delivery of Fund
Deposits nor shall any of them incur any liability for the failure to give any
such notification.

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

Creation Transaction Fee. Each Fund imposes a "Transaction Fee" on investors
purchasing or redeeming Creation Units. For this reason, investors purchasing or
redeeming through the DTC Process generally will pay a higher Transaction Fee
than will investors doing so through the NSCC Process. The Transaction Fee will
be limited to amounts that have been determined by WisdomTree Asset Management
to be appropriate. The purpose of the Transaction Fee is to protect the existing
shareholders of the Funds from the dilutive costs associated with the purchase
and redemption of Creation Units. Where a Fund permits an in-kind purchaser to
deposit cash in lieu of depositing one or more Deposit Securities, the purchaser
may be assessed a higher Transaction Fee to offset the transaction cost to the
Funds 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 a 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 LargeCap Growth Fund $________ $________

WisdomTree International LargeCap Growth Fund- $________ $________

WisdomTree Middle East Dividend Fund $________ $________

WisdomTree Global Dividend Fund $________ $________

WisdomTree Global SmallCap Dividend Fund $________ $________

WisdomTree Global Equity Income Fund $________ $________

Placement of Redemption Orders for the Domestic Fund Using the Clearing Process.
Orders to redeem Creation Units of the Domestic Fund through the Clearing
Process must be delivered through a Participating Party that has executed the
Participant Agreement. Except as described herein, an order to redeem Creation
Units using the Clearing Process is deemed received by the Trust on the
Transmittal Date if (i) such order is received by BNY (in its capacity as
Transfer Agent) not later than the Closing Time on such Transmittal Date, and
(ii) all other procedures set forth in the Participant Agreement are properly
followed. Such order will be effected based on the NAV of a Fund as next
determined. The requisite Fund Securities and the Cash Redemption Amount
generally will be transferred by the third NSCC Business Day following the date
on which such request for redemption is deemed received.

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

Placement of Redemption Orders for the International Funds. Orders to redeem
Creation Units of the International Funds must be delivered through an
Authorized Participant that has executed a Participant Agreement. Investors
other than Authorized Participants are responsible for making arrangements for a
redemption request to be made through an Authorized Participant. Except as
described herein, an order to redeem Creation Units of International Funds is
deemed received by the Trust on the Transmittal Date if: (i) such order is
received by BNY (in its capacity as Transfer Agent) on the Transmittal Date;
(ii) such order is accompanied or followed by the requisite number of shares of
a Fund specified in such order, which delivery must be made through DTC to BNY
no later than 10:00 a.m., Eastern time, on the next Business Day following the
Transmittal Date; and (iii) all other procedures set forth in the Participant
Agreement are properly followed. Deliveries of Fund Securities

to redeeming investors generally will be made within three Business Days. Due to
the schedule of holidays in certain countries, however, the delivery of in-kind
redemption proceeds for the International Funds may take longer than three
Business Days after the day on which the redemption request is received in
proper form. In such cases, the local market settlement procedures will not
commence until the end of the local holiday periods. See below for a list of the
local holidays in the foreign countries relevant to the International Funds.

In connection with taking delivery of shares of Fund Securities upon redemption
of shares of the International Funds, a redeeming Beneficial Owner, or
Authorized Participant action on behalf of such Beneficial Owner must maintain
appropriate security arrangements with a qualified broker-dealer, bank or other
custody provider in each jurisdiction in which any of a Fund's 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 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 BNY and marked to market daily,
and that the fees of BNY and any sub-custodians in respect of the delivery,
maintenance and redelivery of the cash collateral shall be payable by the
Authorized Participant. The Authorized Participant's agreement will permit the
Trust, on behalf of the affected Fund, to purchase the missing shares or acquire
the Deposit Securities and the Cash Component underlying such shares at any time
and will subject the Authorized Participant to liability for any shortfall
between the cost to the Trust of purchasing such shares, Deposit Securities or
Cash Component and the value of the collateral.

The calculation of the value of a Fund's Securities and the Cash Redemption
Amount to be delivered upon redemption will be made by BNY according to the
procedures set forth under Determination of NAV. If a redemption order is
submitted to BNY by a DTC Participant 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 a
Fund's Securities and the Cash Redemption Amount to be delivered will be
computed on the Business Day that such order is deemed received by the Trust,
i.e., the Business Day on which the shares of the relevant Fund are delivered
through DTC to BNY by the DTC Cut-Off-Time on such Business Day pursuant to a
properly submitted redemption order.

If it is not possible to effect deliveries of a Fund's 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 a Fund's
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 a
Fund's 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 Units
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 a Fund's 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 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 the International Funds may trade on the
relevant exchange(s) on days that the Listing Exchange for the International
Funds are closed or are otherwise not Business Days for such International
Funds, stockholders may not be able to redeem their shares of such International
Fund, or to purchase and sell shares of the International Funds on the Listing
Exchange for the International Funds, on days when the NAV of such International
Funds 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
Units and Portfolio Securities on a basis of T+3. Each Fund may effect
deliveries of Creation Units and Portfolio Securities on a basis other than T +
3 in order to accommodate local holiday schedules, to account for different
treatment among foreign and U.S. markets of dividend record dates and
ex-dividend dates, or under certain other circumstances. The ability of the
Trust to effect in-kind creations and redemptions within three Business Days of
receipt of an order in good form is subject, among other things, to the
condition that, within the time period from the date of the order to the date of
delivery of the securities, there are no days that are holidays in the
applicable foreign market. For every occurrence of one or more intervening
holidays in the applicable foreign market that are not holidays observed in the
U.S. equity market, the redemption settlement cycle will be extended by the
number of such intervening holidays. In addition to holidays, other
unforeseeable closings in a foreign market due to emergencies may also prevent
the Trust from delivering securities within normal settlement period.

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

The dates in calendar year 2008 in which the regular holidays affecting the
relevant securities markets of the below listed countries are as follows:

Argentina
Jan 1 Jun 16 Dec 25
March 20,21,24 July 9
Apr 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

Bahrain

Jan 1 Oct 2
Jan 10 Dec 9
Jan 19 Dec 16
March 20 Dec 29

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 Sep 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
March 20,21,24 Jun 5
Apr 18 Dec 25,24,31
Apr 18 Dec 26

Dubai
Jan 1 April 11 Oct 22, 23, 24
Jan 11 Aug 6 Dec 2
Jan 31 Aug 22 Dec 31

Egypt
Jan 8 April 28 Oct 1, 2
Jan 10 May 1 Oct 6
March 26 July 23 Dec 8, 9, 10, 11
April 25 Sept 11 Dec 29

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

Ireland
Jan 1 Dec 25
Mar 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

Jordan
Jan 1 May 1 Oct 1, 2
Jan 10 May 25 Nov 14
Jan 30 June 10 Dec 8, 9
March 20 July 30 Dec 25
March 21 Sept 1 Dec 29
March 24

Kuwait
Jan 1 Feb 26 Oct 2
Jan 10 March 20 Dec 9
Feb 25 July 30 Dec 29

Lebanon
Jan 1 March 20 Nov 1
Jan 6 March 21 Nov 22
Jan 10 March 23 Dec 9
Jan 19 April 25 Dec 25
Feb 9 April 27 Dec 29

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

Morocco
Jan 1 July 30 Nov 6
Jan 10, 11 August 14 Nov 18
March 20 August 20, 21 Dec 9
May 1 Oct 1, 2 Dec 29

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

Oman
Jan 1 July 30 Dec 9
Jan 10 Oct 2 Dec 29
March 20 Nov 18

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

Qatar
Jan 10 Dec 9 Dec 31
Sept 3 Dec 18
Oct 2, 3, 4, 5 Dec 29

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 Arab Emirates
Jan 1 July 30 Dec 9
Jan 10 Oct 2 Dec 29
March 20 Dec 2

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

United States
Jan 1 May 26 Nov 11
Jan 21 Jul 4 Nov 27
Feb 18 Sep 1 Dec 25
March 21 Oct 13

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 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 Funds 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.

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.

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 Funds 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 a 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 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.

To the extent that a Fund makes a distribution of income received by the Funds
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 and thus will not be eligible for taxation at the
rates applicable to long-term capital gain.

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 Funds have 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 a 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.

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, 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.

Foreign Investments. Income received by a Fund from sources within foreign
countries (including, for example, dividends or interest on 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 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 a 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 gains 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 a 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 a 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 the Funds 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
Internal Revenue Service ("IRS") guidance issued in November 2006, a CRT will
not recognize UBTI as a result of investing in a Fund that recognizes "excess
inclusion income." Rather, if at any time during a taxable year a CRT (or one of
certain other tax-exempt shareholders, such as the United States, a state or
political subdivision, or an agency or instrumentality thereof, and certain
energy cooperatives) is a record holder of a share in a Fund that recognizes
"excess inclusion income," then 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 to taxable years of RICs beginning before
January 1, 2010. At the time of this filing, it is unclear whether the
legislation will be enacted. Even if such legislation is enacted, depending on
the circumstances, the Funds may make such designations with respect to all,
some or none of their potentially eligible dividends or treat such dividends, in
whole or in part, as ineligible for this exemption from withholding. Moreover,
in the case of shares held through an intermediary, the intermediary may
withhold even if a Fund makes a designation with respect to a payment.

A beneficial holder of shares who is a non-U.S. person is not, in general,
subject to U.S. federal income tax on gains (and is not allowed a U.S. income
tax deduction for losses) realized on a sale of shares of a Fund or on Capital
Gain Dividends unless (i) such gain or dividend is effectively connected with
the conduct of a trade or business carried on by such holder within the United
States or (ii) in the case of an individual holder, the holder is present in the
United States for a period or periods aggregating 183 days or more during the
year of the sale or the receipt of the Capital Gain Dividend and certain other
conditions are met.

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 for securities 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 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 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 gains
or losses are treated as short-term capital gains or losses. 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

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. Eastern 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 a 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 a 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 a Fund's pricing time or if a security does not trade in the course of a
day, or (ii) a Fund holds enough of the security that its price could affect a
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 a 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

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

Financial Statements

Financial highlights are not yet available for the Funds because they had not
yet commenced operations as of the date of this SAI.

Miscellaneous Information

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

Independent Registered Public Accounting Firm. Ernst & Young LLP, 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 filed herewith.

(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 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)*

(d)(3) 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)(4) 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)(5) Sub-Advisory Agreement Appendix A (on behalf of all series except the
WisdomTree Currency Funds)*

(d)(6) 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)(7) 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)(8) 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) Distribution Fee Agreement Schedule*

(e)(3) 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) Chief Compliance Officer Services Agreement Schedule*

(h)(11) 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)(12) 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)(13) Index Methodology (Growth Funds)*

(h)(14) 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.

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

(j) Consent of Ernst & Young, independent registered public accounting
firm for the Registrant*

(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 *

* 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 WisdomTree
Officer) and Trustee Investments (formerly, Index Development
Partners, Inc.); Director of WisdomTree
Investments, Inc.; President of the Wisdom
Tree Funds since 2005

Amit Muni Treasurer (Principal Financial and Chief Financial Officer and Assistant
Accounting Officer), Assistant Secretary of WisdomTree Investments, Inc.
Secretary (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 Secretary and Chief Legal Officer of the
Legal Officer 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. BNY Investment Advisors serves as
sub-adviser for the funds.

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

Kurt Zyla Managing Director Division Manager
Todd Rose Vice President, Senior Portfolio Portfolio Management, Index Fund Management
Manager
Denise Krisko Managing Director and CIO Head of Index Management

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.

(c) BNY Investment Advisors maintains all Records relating to its services as
sub-adviser to the Registrant at 1633 Broadway, 13th Floor, New York, NY 10019.

(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 One Wall
Street, New York, New York 10286.

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 the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 30th day of
April, 2008.

WISDOMTREE TRUST
(Registrant)

By: /s/ Jonathan Steinberg*
--------------------------
(Jonathan Steinberg, President)

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

Signatures Title(s) Date

/s/ Jonathan Steinberg* President (Principal Executive April 30, 2008
---------------------- Officer) and Trustee
Jonathan Steinberg

/s/ Amit Muni Treasurer, (Principal Financial and April 30, 2008
------------- Accounting Officer), Assistant
Amit Muni Secretary

/s/ Gregory Barton* Trustee April 30, 2008
-------------------
Gregory Barton

/s/ Toni Massaro* Trustee April 30, 2008
-----------------
Toni Massaro

/s/ Victor Ugolyn* Trustee April 30, 2008
------------------
Victor Ugolyn

*By: /s/ Richard Morris
Richard Morris
(Attorney-in-Fact)