As filed with the Securities and Exchange Commission on June 27, 2008

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

--------------------------------------------------------------------------------
                       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. 16                     |X|

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            |X|
                       Post-Effective Amendment No. 18                     |X|

                       (Check appropriate box or boxes.)
                            ------------------------

                                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)
|X|   60 days after filing pursuant to paragraph (a)(1)
|_|   On (date) pursuant to paragraph (a)(1)
|_|   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.





[WISDOMTREE LOGO]


                                                                      PROSPECTUS
                                                             dated June 30, 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.


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


--------------------------------------------------------------------------------
         INVESTMENT PRODUCTS: o ARE NOT FDIC INSURED o MAY LOSE VALUE o
                            ARE NOT BANK GUARANTEED
--------------------------------------------------------------------------------



WisdomTree Trust

                                Table of Contents


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

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

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

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

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

WisdomTree LargeCap Growth Fund ............................................   7

WisdomTree International LargeCap Growth Fund ..............................  10

WisdomTree Middle East Dividend Fund .......................................  13

WisdomTree Global Dividend Fund ............................................  17

WisdomTree Global SmallCap Dividend Fund ...................................  20

WisdomTree Global Equity Income Fund .......................................  23

MANAGEMENT .................................................................  26

Investment Adviser .........................................................  26

Sub-Adviser ................................................................  26

Portfolio Managers .........................................................  27

Portfolio Holdings Information .............................................  28

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

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

Buying and Selling Shares ..................................................  29

Share Trading Prices .......................................................  29

Determination of Net Asset Value ...........................................  29

Dividends and Distributions ................................................  30

Book Entry .................................................................  30

Delivery of Shareholder Documents-Householding .............................  30

Frequent Purchases and Redemptions of Fund Shares ..........................  31

Investments by Registered Investment Companies .............................  31

Taxes ......................................................................  31

Taxes on Distributions .....................................................  32

Taxes When Fund Shares are Sold ............................................  33

Taxes on Creation and Redemption of Creation Units .........................  33

Creation and Redemption ....................................................  33

Authorized Participants and the Continuous Offering of Shares ..............  34

Creation and Redemption Transaction Fees for Creation Units ................  35

Distribution ...............................................................  35

Additional Notices .........................................................  36

Financial Highlights .......................................................  36



                                                         WisdomTree Prospectus 1


Overview


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

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


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


                                                         WisdomTree Prospectus 2


Principal Risk Factors Common to All Funds

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

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


                                                         WisdomTree Prospectus 3



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

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.

Cash Redemption Risk

Unlike most ETFs, the WisdomTree Middle East Dividend Fund, does not generally
make in-kind redemptions because of the nature of its underlying investments.
Similarly, the WisdomTree Global Dividend Fund,

                                                         WisdomTree Prospectus 4


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 on another
market, merge with another ETF or traditional mutual fund, or redeem its shares
at NAV. WisdomTree Asset Management believes that, under normal market
conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.


                                                         WisdomTree Prospectus 5


Shares of the Funds May Trade at Prices Other Than NAV

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

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

Lack of Governmental Insurance or Guarantee

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


                                                         WisdomTree Prospectus 6


WisdomTree 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  97717X107




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

                                                         WisdomTree Prospectus 7



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
May 30, 2008, approximately 80% of the capitalization of the Index consisted of
companies with market capitalizations over $10.0 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     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 generally invests a relatively large
      portion of its assets in the technology sector. The technology sector can
      be significantly affected by, among other things, worldwide economic
      growth, supply and demand for specific products and services, rapid
      technological developments, and government regulation.

o     Energy Investing. The Fund generally invests a relatively large portion of
      its assets in the energy sector. The energy sector can be significantly
      affected by, among other things, economic growth, worldwide demand,
      political instability in the Middle East, and volatile oil prices.


Performance Information

No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year, a risk/return chart and table will be provided. Any past performance of
the Fund that will be shown will not be an indication of future results.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.

                                                         WisdomTree Prospectus 8





-------------------------------------------------------------------------------------------------------
                                                                                          
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                                                                     0.38%
-------------------------------------------------------------------------------------------------------
         Distribution and/or Service (12b-1) Fees                                             None
-------------------------------------------------------------------------------------------------------
         Other Expenses(a)                                                                   0.00%
-------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                         0.38%
-------------------------------------------------------------------------------------------------------


(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
WisdomTree Asset Management receives a fee of up to 0.0044% in exchange for
providing certain non-advisory services to the Fund.


The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:




-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                         
                                                                 $39           $122
-----------------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                 $39           $122
-----------------------------------------------------------------------------------------




                                                         WisdomTree 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  97717X206




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 annual cycle 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



                                                        WisdomTree Prospectus 10



emerging markets outside the United States. As of May 30, 2008, approximately
84% of the capitalization of the Index consisted of companies with market
capitalizations over $10.0 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     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     Basic Materials Risk. The Fund generally invests a relatively large
      portion of its assets in the basic materials sector. The basic materials
      sector can be significantly affected by, among other things, commodity
      price volatility, sluggish demand for basic materials, world economic
      growth, product liability for environmental change, depletion of natural
      resources, technological progress, and government regulation.

o     Telecommunication Services Risk. The Fund generally invests a relatively
      large portion of its assets in the telecommunication services industry.
      The telecommunication services industry can be significantly affected by,
      among other things, competition and regulation, the need for companies to
      commit substantial capital to meet increasing competition, particularly in
      formulating new products and services using new technology, and
      technological innovations that may make the products and services of
      telecommunications companies obsolete.

o     Financial Investing. The Fund generally invests a relatively large portion
      of its assets in the financial sector. The financial sector can be
      significantly affected by, among other things, interest rates, stock
      market activity, mergers and acquisition activity, losses on loans, and
      government regulation.


Performance Information

No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year, a risk/return chart and table will be provided. Any past performance of
the Fund that will be shown will not be an indication of future results.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.


                                                        WisdomTree Prospectus 11





--------------------------------------------------------------------------------------------------------
                                                                                          
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                                                                     0.48%
--------------------------------------------------------------------------------------------------------
         Distribution and/or Service (12b-1) Fees                                             None
--------------------------------------------------------------------------------------------------------
         Other Expenses(a)                                                                   0.00%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                         0.48%
--------------------------------------------------------------------------------------------------------


(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
WisdomTree Asset Management receives a fee of up to 0.0044% in exchange for
providing certain non-advisory services to the Fund.


The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:




-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                         
                                                                 $49           $154
-----------------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                 $49           $154
-----------------------------------------------------------------------------------------




                                                        WisdomTree 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  97717X305




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 companies in the Middle East region 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, Egypt, Jordan, Kuwait, Morocco, Oman, Qatar, or the
United Arab Emirates (including Abu Dhabi and Dubai). As of the index
measurement date, shares of companies must be eligible to be purchased by
foreign investors. Companies must have paid at least $5 million in cash
dividends on their common stock in the annual cycle prior to the most recent
index measurement date.

Companies are weighted in the Index based on regular cash dividends paid in the
annual cycle prior to the index measurement date. Country weights are capped so
that no country's weight in the Index exceeds 33% at the annual index
measurement date.



                                                        WisdomTree Prospectus 13


As of May 30, 2008, approximately 40% of the Index consisted of companies with
market capitalizations over $10 billion and 45% 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 and may be considered "frontier markets." Financial Markets
      in the Middle East generally are less liquid and more volatile than other
      markets and have a high concentration of market capitalization and trading
      volume in a small number of issuers representing a limited number of
      industries. Certain economies in the Middle East 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 protect its legal interests and its ability to repatriate its
      investment, 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, regional instability, terrorist activities and religious,
      ethnic and/or socioeconomic unrest.

o     Frontier Market Risks. The Middle East financial markets generally are
      considered to be "frontier markets." The term "frontier markets" is
      typically used to describe markets outside of the United States that are
      significantly smaller, less developed, less liquid and generally less
      accessible and efficient than older, more established markets.
      Frontier markets can be volatile and unpredictable. The value of
      your investment in the Fund can change quickly and significantly and you
      may lose money.  Frontier countries may have relatively unstable
      governments, present the risk of unanticipated adverse government action
      and nationalization of private business enterprises, impose restrictions
      on foreign ownership or prohibitions of repatriation of assets, and may
      have fewer property rights protections. Frontier market economies may be
      significantly dependent on only a few industries, may be more vulnerable
      to changes in local or global trade conditions and may face debt burdens
      or volatile inflation rates. Local securities markets may trade fewer
      securities and might not be able to respond effectively to changes in
      trading volume, making it potentially difficult to liquidate substantial
      holdings promptly - or at all. In addition, procedures concerning
      transaction settlement and dividend collection may be less reliable than
      in developed markets and larger emerging markets. Securities of frontier
      market issuers may have limited marketability and may be subject to sudden
      or erratic price movements.



                                                        WisdomTree Prospectus 14


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.


o     Telecommunication Investing. The Fund generally invests a relatively
      large portion of its assets in the telecommunication industry.
      The telecommunication industry in the Middle East can be significantly
      affected by, among other things, government intervention and regulation,
      the need for companies to commit substantial capital to meet increasing
      competition, particularly in formulating new products and services using
      new technology, and technological innovations that may make the products
      and services of telecommunications companies obsolete.

o     Financial Investing. The Fund generally invests a relatively large portion
      of its assets in the financial sector. The financial sector in the Middle
      East can be significantly affected by, among other things, government
      intervention and regulation, interest rates, stock market activity,
      mergers and acquisition activity, and losses on loans.



Performance Information

No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year, a risk/return chart and table will be provided. Any past performance of
the Fund that will be shown will not be an indication of future results.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.




-------------------------------------------------------------------------------------------------------
                                                                                           
Shareholder Fees                                                                              None

(fees paid directly from your investment, but see the Creation Transaction Fees and
Redemption Transaction Fees section below)
-------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-------------------------------------------------------------------------------------------------------
         Management Fees                                                                     0.68%
-------------------------------------------------------------------------------------------------------
         Distribution and/or Service (12b-1) Fees                                             None
-------------------------------------------------------------------------------------------------------
         Other Expenses(a)                                                                   0.20%
-------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                         0.88%
-------------------------------------------------------------------------------------------------------


(a) "Other Expenses" are based on estimated amounts for the current fiscal year.


The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of


                                                        WisdomTree Prospectus 15


Creation Units, because these fees will not be imposed on retail investors.
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:




-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                         
                                                                 $89           $281
-----------------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                 $89           $281
-----------------------------------------------------------------------------------------




                                                        WisdomTree Prospectus 16


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  97717X404




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
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 May 30, 2008, approximately 76% of the capitalization of the Index
consisted of companies with market capitalizations over $10 billion.



                                                        WisdomTree Prospectus 17


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.

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.


o     Financial Investing. The Fund generally invests a relatively large portion
      of its assets in the financial sector. The financial sector can be
      significantly affected by, among other things, interest rates, stock
      market activity, mergers and acquisition activity, losses on loans, and
      government regulation.


Performance Information

No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year, a risk/return chart and table will be provided. Any past performance of
the Fund that will be shown will not be an indication of future results.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.




-------------------------------------------------------------------------------------------------------
                                                                                          
Shareholder Fees                                                                              None

(fees paid directly from your investment, but see the Creation Transaction Fees and
Redemption Transaction Fees section below)
-------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-------------------------------------------------------------------------------------------------------
         Management Fees                                                                     0.48%
-------------------------------------------------------------------------------------------------------
         Distribution and/or Service (12b-1) Fees                                             None
-------------------------------------------------------------------------------------------------------
         Other Expenses(a)                                                                   0.00%
-------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                         0.48%
-------------------------------------------------------------------------------------------------------


(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
WisdomTree Asset Management receives a fee of up to 0.0044% in exchange for
providing certain non-advisory services to the Fund.


The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such


                                                        WisdomTree Prospectus 18


investors would incur over various periods if they invest $10,000 in the Fund
for the time periods indicated and then redeemed all of the shares at the end of
those periods. This example assumes that the Fund provides a return of 5% a year
and that operating expenses remain the same. This example does not include the
brokerage commission that retail investors will pay to buy and sell shares of
the Fund. It also does not include the transaction fees on purchases and
redemptions of Creation Units, because these fees will not be imposed on retail
investors. Although your actual costs may be higher or lower, based on these
assumptions, your costs would be:




-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                         
                                                                 $49           $154
-----------------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                 $49           $154
-----------------------------------------------------------------------------------------




                                                        WisdomTree Prospectus 19


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  97717X503




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. Once
identified, the 1,000 largest small capitalization stocks from this universe are
selected for inclusion. 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 May 30, 2008, approximately
100% of the capitalization of the Index consisted of companies with market
capitalizations less than $2 billion.



                                                        WisdomTree Prospectus 20


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.

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 generally invests a relatively large portion of
      its assets in the industrial sector. The industrial sector can be
      significantly affected by, among other things, worldwide economy growth,
      supply and demand for specific products and services, rapid technological
      developments, and government regulation.

o     Consumer Discretionary Risk. The Fund generally invests a relatively large
      portion of its assets in the consumer discretionary sector. The consumer
      discretionary sector can be significantly affected by, among other things,
      the performance of the overall economy, interest rates, competition,
      consumer confidence and spending, and changes in demographics and consumer
      tastes.

o     Financial Investing. The Fund generally invests a relatively large portion
      of its assets in the financial sector. The financial sector can be
      significantly affected by, among other things, interest rates, stock
      market activity, mergers and acquisition activity, losses on loans, and
      government regulation.



                                                        WisdomTree Prospectus 21


Performance Information

No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year, a risk/return chart and table will be provided. Any past performance of
the Fund that will be shown will not be an indication of future results.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.




--------------------------------------------------------------------------------------------------------
Shareholder Fees                                                                              None
                                                                                          
(fees paid directly from your investment, but see the Creation Transaction Fees and
Redemption Transaction Fees section below)
--------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
--------------------------------------------------------------------------------------------------------
         Management Fees                                                                     0.58%
--------------------------------------------------------------------------------------------------------
         Distribution and/or Service (12b-1) Fees                                             None
--------------------------------------------------------------------------------------------------------
         Other Expenses(a)                                                                   0.00%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                         0.58%
--------------------------------------------------------------------------------------------------------


(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
WisdomTree Asset Management receives a fee of up to 0.0044% in exchange for
providing certain non-advisory services to the Fund.


The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:




-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                         
                                                                 $59           $186
-----------------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                 $59           $186
-----------------------------------------------------------------------------------------




                                                        WisdomTree Prospectus 22


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  97717X602




WisdomTree Global Equity Income Fund

Investment Objective


The Fund seeks income by tracking the price and yield performance, before fees
and expenses, of the WisdomTree Global High-Yielding Equity 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 Equity
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 Equity Index comprises the top 30% of the
companies ranked by dividend yield from a universe consisting of companies
included in the WisdomTree Global Dividend 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 High-Yielding Equity Index. Companies are weighted in the Index
based on dividends paid in the annual cycle prior to the index measurement date.
As of May 30, 2008, approximately 81% of the capitalization of the Index
consisted of companies with market capitalizations of more than $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.


                                                        WisdomTree Prospectus 23



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 and the United Kingdom.


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     Financial Investing. The Fund generally invests a relatively large portion
      of its assets in the financial sector. The financial sector can be
      significantly affected by, among other things, interest rates, stock
      market activity, mergers and acquisition activity, losses on loans, and
      government regulation.



                                                        WisdomTree Prospectus 24


Performance Information

No performance information is presented for the Fund because it has been in
operation for less than one full calendar year. After the first full calendar
year, a risk/return chart and table will be provided. Any past performance of
the Fund that will be shown will not be an indication of future results.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.



--------------------------------------------------------------------------------------------------------
                                                                                          
Shareholder Fees                                                                              None

(fees paid directly from your investment, but see the Creation Transaction Fees and
Redemption Transaction Fees section below)
--------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
--------------------------------------------------------------------------------------------------------
         Management Fees                                                                     0.58%
--------------------------------------------------------------------------------------------------------
         Distribution and/or Service (12b-1) Fees                                             None
--------------------------------------------------------------------------------------------------------
         Other Expenses(a)                                                                   0.00%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                         0.58%
--------------------------------------------------------------------------------------------------------


(a) "Other Expenses" are based on estimated amounts for the current fiscal year.
WisdomTree Asset Management receives a fee of up to 0.0044% in exchange for
providing certain non-advisory services to the Fund.

The following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in the Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of the Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:



-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                         
                                                                 $59           $186
-----------------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
-----------------------------------------------------------------------------------------
                                                               1 Year        3 Years
-----------------------------------------------------------------------------------------
                                                                 $59           $186
-----------------------------------------------------------------------------------------




                                                        WisdomTree Prospectus 25


Management

Investment Adviser

As investment adviser, WisdomTree Asset Management has overall responsibility
for the general management and administration of the Trust. WisdomTree Asset
Management provides an investment program for each Fund. WisdomTree Asset
Management does not manage any other investment companies and has limited
experience as an investment adviser. WisdomTree Asset Management also arranges
for sub-advisory, transfer agency, custody, fund administration, and all other
non-distribution related services necessary for the Funds to operate.

Under the Investment Advisory Agreement for each Fund, WisdomTree Asset
Management agrees to pay all expenses of the Trust, except compensation and
expenses of the Independent Trustees, counsel to the Independent Trustees and
the Trust's Chief Compliance Officer ("CCO"), interest expenses and taxes,
brokerage expenses, and other expenses connected with the execution of portfolio
transactions, any distribution fees or expenses, legal fees or expenses and
extraordinary expenses. Pursuant to a separate contractual arrangement, with
respect to each Fund, WisdomTree Asset Management arranges for the provision of
CCO services and is liable and responsible for, and administers, payments to the
CCO, the Independent Trustees and counsel to the Independent Trustees.


The basis for the Board of Trustees' approval of the Investment Advisory
Agreement for the Funds will be available in the Trust's Semi-Annual Report to
Shareholders for the period ending September 30, 2008.


WisdomTree Asset Management expects to receive fees from each Fund, based on a
percentage of the Fund's average daily net assets, as shown in the following
table:


--------------------------------------------------------------------------------
Name of Fund                                                    Management Fee
--------------------------------------------------------------------------------
WisdomTree LargeCap Growth Fund                                     0.38%
--------------------------------------------------------------------------------
WisdomTree International LargeCap Growth Fund                       0.48%
--------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund                                0.68%
--------------------------------------------------------------------------------
WisdomTree Global Dividend Fund                                     0.48%
--------------------------------------------------------------------------------
WisdomTree Global SmallCap Dividend Fund                            0.58%
--------------------------------------------------------------------------------
WisdomTree Global Equity Income Fund                                0.58%
--------------------------------------------------------------------------------


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 Prospectus 26


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

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

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

      o 7.5 basis points (0.075%) of the first $1 billion in the total daily net
      assets of all International Funds;

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

      o 3 basis points (0.03%) of the next $3 billion in the total daily net
      assets of all International Funds; and

      o 2 basis points (0.02%) of the total daily net assets of all
      International Funds in excess of $5 billion.


Portfolio Managers


Each Fund is managed by the Sub-Adviser's Index Fund Management Division. The
five most senior members are Kurt Zyla, Lloyd Buchanan, Denise Krisko, Robert
McCormack, and Todd Rose. Mr. Zyla manages this Division. Mr. Zyla, a Managing
Director of the Sub-Adviser, has supervised the Index Fund Management Division
since 1996. He joined the Sub-Adviser in 1989. Prior to his current position, he
was employed by the Sub-Adviser in a number of capacities. Mr. Buchanan has been
a Portfolio Manager in the Index Fund Management Division since January 2002.
Prior to joining the Sub-Adviser, Mr. Buchanan was a Vice President and Chief
Operating Officer of Axe Houghton Associates, Inc., an investment management
subsidiary of Hoenig Group. He joined Axe Houghton in May 1988. Ms. Krisko is a
Managing Director, CIO and Head of Index Management in the Index Fund Management
Division. Ms. Krisko joined the Sub-Adviser in August 2005. Prior to joining the
Sub-Adviser, Ms. Krisko acted as a Senior Portfolio Manager and Equity Trader
for Quantitative Equity Management at Northern Trust from January 2003 until
August 2005 and at Deutsche Asset Management from June 2000 to January 2003. Ms
Krisko also worked as a senior quantitative equity portfolio



                                                        WisdomTree Prospectus 27



manager and trader for The Vanguard Group. Mr. McCormack is a Senior Portfolio
Manager in the Index Fund Management Division. He is responsible for domestic
indexed portfolio management. Prior to joining the Index Fund Management
Division in 1999, Mr. McCormack was a relationship manager in the Sub-Adviser's
Master Trust/Master Custody Division, specializing in working with foundations
and endowments and other not-for-profit organizations. Mr. McCormack joined the
Sub-Adviser in 1987. Mr. Rose has been a Portfolio Manager in the Index Fund
Management Division since 2000. Prior to joining the Division, Mr. Rose worked
in the Mutual Funds Accounting Division in various functions. Before joining the
Sub-Adviser in 1997, Mr. Rose was a Financial Consultant at Merrill Lynch. He
began his career trading futures with Linnco Futures Group in Chicago. Each
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. 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.


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.


                                                        WisdomTree Prospectus 28


Buying and Selling Shares

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

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

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

Share Trading Prices

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

The approximate value of shares of each Fund is disseminated every fifteen
seconds throughout the trading day by the national securities exchange on which
such Fund is listed or by other information providers. This approximate value
should not be viewed as a "real-time" update of the NAV, because the approximate
value may not be calculated in the same manner as the NAV, which is computed
once per day. The approximate value generally is determined by using current
market quotations and/or price quotations obtained from broker-dealers that may
trade in the portfolio securities held by the Funds. The Funds are not involved
in, or responsible for, the calculation or dissemination of the approximate
value and make no warranty as to its accuracy.

Determination of Net Asset Value

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

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

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.


                                                        WisdomTree Prospectus 29


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

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

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

Dividends and Distributions

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

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

Book Entry

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

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

Delivery of Shareholder Documents-Householding

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


                                                        WisdomTree Prospectus 30


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 purchase
order at any time. Each Fund reserves the right to impose restrictions on
disruptive, excessive, or short-term trading, and may reject purchase orders or
redemption orders in such cases.

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). Each Fund monitors for frequent trading
with regard to cash purchases and redemption shares, and reserves the right to
reject any purchase order at any time.

Investments in Registered Investment Companies


Section 12(d)(1) of the Investment Company Act of 1940 restricts investments by
registered investment companies in the securities of other investment companies,
including shares of each Fund. Registered investment companies are permitted to
invest in the Funds beyond the limits set forth in section 12(d)(1), subject to
certain terms and conditions set forth in an SEC exemptive order issued to the
WisdomTree Trust, including that such investment companies enter into an
agreement with the Funds.

Taxes

The following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. Please consult your tax advisor about
the tax consequences of an investment in Fund shares, including the possible
application of foreign, state, and local tax laws.


                                                        WisdomTree Prospectus 31


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.

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 may elect to "pass through" to you certain foreign
income taxes (including withholding taxes) paid by those Funds. In such a case,
you would be considered to have received as an additional dividend your share of
such foreign taxes, but you could be entitled to either a corresponding tax
deduction in calculating your taxable income, or, subject to certain
limitations, a credit in calculating your federal income tax.


                                                        WisdomTree Prospectus 32


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

The Funds (or financial intermediaries, such as brokers, through which a
shareholder owns Fund shares) generally are required to withhold and remit to
the U.S. Treasury a percentage of the taxable distributions and sale or
redemption proceeds paid to any shareholder who fails to properly furnish a
correct taxpayer identification number, who has under-reported dividend or
interest income, or who fails to certify that he, she or it is not subject to
such withholding.

Taxes When Fund Shares are Sold

Any capital gain or loss realized upon a sale of Fund shares is generally
treated as a long-term gain or loss if the shares have been held for more than
one year. Any capital gain or loss realized upon a sale of Fund shares held for
one year or less is generally treated as a short-term gain or loss, except that
any capital loss on a sale of shares held for six months or less is treated as
long-term capital loss to the extent that capital gain dividends were paid with
respect to such shares. The ability to deduct capital losses may be limited.

Taxes on Creation and Redemption of Creation Units

An Authorized Participant who exchanges securities for Creation Units generally
will recognize a gain or a loss equal to the difference between the market value
of the Creation Units at the time of the exchange and the sum of the exchanger's
aggregate basis in the securities surrendered and the cash component paid. A
person who redeems Creation Units 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").


                                                        WisdomTree Prospectus 33


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.

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


                                                        WisdomTree Prospectus 34


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.


The following table also shows, as of June 15, 2008, the approximate value of
one Creation Unit per Fund, including the standard creation and redemption
transaction fee. These fees are payable only by investors who purchase shares
directly from a Fund. Retail investors who purchase shares through their
brokerage account will not pay these fees.



--------------------------------------------------------------------------------------------------------------
                                                    Approximate     Standard Creation/     Maximum Creation/
                                                    Value of One        Redemption            Redemption
Name of Fund                                       Creation Unit      Transaction Fee       Transaction Fee
--------------------------------------------------------------------------------------------------------------
                                                                                       
WisdomTree Funds
--------------------------------------------------------------------------------------------------------------
WisdomTree Large Cap Growth Fund                     $3,000,000           $1,500                $2,000
--------------------------------------------------------------------------------------------------------------
WisdomTree International Large Cap Growth Fund       $7,000,000           $6,000                $8,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund                 $2,500,000           $6,500                $26,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Global Dividend Fund                     $15,000,000           $15,000               $50,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Global SmallCap Dividend Fund            $15,000,000           $15,000               $50,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Global Equity Income Fund                $15,000,000           $15,000               $50,000
--------------------------------------------------------------------------------------------------------------



Distribution

ALPS Distributors, Inc. (the "Distributor") serves as the distributor of
Creation Units for each Fund on an agency basis. The Distributor does not
maintain a secondary market in shares of the Funds. The Distributor's principal
address is 1290 Broadway, Suite 1100, Denver, Colorado 80203.

The Distributor has no role in determining the policies of any Fund or the
securities that are purchased or sold by any Fund.


                                                        WisdomTree Prospectus 35



Additional Notices

Shares of the Trust are not sponsored, endorsed, or promoted by any listing
exchange ("Exchange"). The Exchange makes no representation or warranty, express
or implied, to the owners of the shares of any Fund or any member of the public
regarding the ability of a fund to track the total return performance of any
Index or the ability of any Index identified herein to track stock market
performance. The Exchange is not responsible for, nor has it participated in,
the determination of the compilation or the calculation of any Index, nor in the
determination of the timing of, prices of, or quantities of the shares of any
Fund to be issued, nor in the determination or calculation of the equation by
which the shares are redeemable. The Exchange has no obligation or liability to
owners of the shares of any Fund in connection with the administration,
marketing, or trading of the shares of the Fund.

The Exchange does not guarantee the accuracy and/or the completeness of any
Index or any data included therein. The Exchange makes no warranty, express or
implied, as to results to be obtained by the WisdomTree Trust on behalf of its
Funds, owners of the shares, or any other person or entity from the use of the
subject Indexes or any data included therein. The Exchange makes no express or
implied warranties, and hereby expressly disclaims all warranties of
merchantability or fitness for a particular purpose with respect to any Index or
any data included therein. Without limiting any of the foregoing, in no event
shall the Exchange have any liability for any lost profits or indirect,
punitive, special, or consequential damages even if notified of the possibility
thereof.

WisdomTree Investments, WisdomTree Asset Management and the Funds make no
representation or warranty, express or implied, to the owners of shares of the
Funds or any member of the public regarding the advisability of investing in
securities generally or in the Funds particularly or the ability of the Indexes
to track general stock market performance. WisdomTree Investments is the
licensor of certain trademarks, service marks and trade names of the Funds.
WisdomTree Investments has no obligation to take the needs of the Funds or the
owners of shares of the Funds into consideration in determining, composing, or
calculating the Indexes. WisdomTree Investments is not responsible for, and has
not participated in, the determination of the timing of, prices at, or
quantities of shares of the Funds to be issued or in the determination or
calculation of the equation by which the shares of the Funds are redeemable.

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

Financial Highlights

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

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.


                                                        WisdomTree Prospectus 36


To make shareholder inquiries, for more detailed information on the Funds or to
request the SAI, free of charge, please:

Call: 1-866-909-9473 Monday through Friday

8:00 a.m. to 8:00 p.m. (Eastern time)

Write: WisdomTree Trust
c/o ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
Visit: www.wisdomtree.com

Information about the Funds (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. 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 Prospectus 37







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 June 30,  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 June 30, 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................................................2

        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..................................................6

        INVESTMENTS IN THE UNITED KINGDOM......................................6

        INVESTMENTS IN AUSTRALIA...............................................6

        INVESTMENTS IN BRAZIL..................................................6

        INVESTMENTS IN CANADA..................................................7

        INVESTMENTS IN CHINA AND HONG KONG.....................................7

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

        INVESTMENTS IN JAPAN...................................................8

        INVESTMENTS IN SINGAPORE...............................................8

        INVESTMENTS IN SOUTH AFRICA............................................8

        INVESTMENTS IN SOUTH KOREA.............................................8

        INVESTMENTS IN TAIWAN..................................................8

        INVESTMENTS IN THE MIDDLE EAST.........................................8

        DEPOSITARY RECEIPTS....................................................9

        CURRENCY TRANSACTIONS..................................................9

        FORWARD FOREIGN CURRENCY TRANSACTIONS..................................9

        FOREIGN CURRENCY FUTURES CONTRACTS.....................................9

        ILLIQUID SECURITIES...................................................10

        FUTURES, OPTIONS AND OPTIONS ON FUTURES CONTRACTS.....................10



                                       i



        RISKS OF FUTURES AND OPTIONS TRANSACTIONS.............................10

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

        TRACKING STOCKS.......................................................11

        FINANCIAL SECTOR INVESTMENTS..........................................11

        FUTURE DEVELOPMENTS...................................................11

PROXY VOTING POLICY...........................................................12

PORTFOLIO HOLDING DISCLOSURE POLICIES AND PROCEDURES..........................12

DESCRIPTION OF THE WISDOMTREE INDEXES.........................................13

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

        Annual Index Reconstitution...........................................14

        Index Maintenance.....................................................14

        Index Availability....................................................14

        Changes to the Index Methodology......................................14

        Index Calculation Agent...............................................14

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

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

               WisdomTree International LargeCap Growth Index.................15

               WisdomTree Middle East Dividend Index..........................15

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

               WisdomTree Global SmallCap Dividend Index......................16

               WisdomTree Global High-Yielding Equity Index...................16

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

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

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

               Borrowing......................................................17

               Underwriting...................................................17

               Concentration..................................................17

               Real Estate....................................................17

               Commodities....................................................17

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

        Non-Fundamental Policies..............................................17

CONTINUOUS OFFERING...........................................................18

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

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

        Interested Trustee and Officers.......................................19



                                       ii



        Independent Trustees..................................................20

        Committees of the Board of Trustees...................................22

        Audit Committee.......................................................22

        Governance and Nominating Committee...................................22

        Approval of Investment Advisory Agreement and Sub-Advisory Agreement..22

        Approval of Investment Advisory Agreement...Error! Bookmark not defined.

        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......................................25

        Portfolio Manager Compensation........................................25

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

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

        Distributor...........................................................26

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

        Additional Information Concerning the Trust...........................27

        Shares ...............................................................27

        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........................................................32

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

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

        WisdomTree LargeCap Growth Fund.......................................33

        WisdomTree International LargeCap Growth Fund-........................33

        WisdomTree Middle East Dividend Fund..................................33

        WisdomTree Global Dividend Fund.......................................33



                                      iii



        WisdomTree Global SmallCap Dividend Fund..............................33

        WisdomTree Global Equity Income Fund..................................33

        Placement of Redemption Orders for the Domestic Fund Using the Clearing
              Process.........................................................33

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

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

        Cash Redemptions......................................................35

        REGULAR HOLIDAYS......................................................35

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

        Qualification as a Regulated Investment Company.......................40

        Taxation of the Funds.................................................40

        Fund Distributions....................................................41

        Sale or Exchange of Shares............................................42

        Backup Withholding....................................................42

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

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

        Investment in PFICs...................................................43

        Additional Tax Information Concerning REITs...........................43

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

        Non-U.S. Shareholders.................................................44

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

        Section 351...........................................................45

        Tax Shelter Reporting Regulations.....................................45

        General Considerations................................................45

        Determination of NAV..................................................45

        Dividends and Distributions...........................................46

        Financial Statements..................................................46

        Miscellaneous Information.............................................46

        Counsel...............................................................46

        Independent Registered Public Accounting Firm.........................46



                                       iv


                 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



                                       2



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



                                       3



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



                                       4



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, Global SmallCap Dividend 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 FRONTIER MARKETS.  The economies of frontier  countries,  such as
Bahrain,  Egypt,  Jordan,  Kuwait,  Morocco,  Oman,  Qatar and the  United  Arab
Emirates,  are not as  correlated  to  global  economic  cycles as those of more
developed  countries.  As a result, their markets have lower trading volumes and
greater  potential  for  illiquidity  and  price  volatility.  Compared  to more
developed countries, this volatility may also be affected to a greater extent by
the actions of a small number of major investors.  A significant  change in cash
flows of funds  investing in these markets  could have a  substantial  effect on
local stock prices and,  therefore,  prices of Fund shares.  These  factors make
investing  in the  markets of  frontier  countries  significantly  riskier  than
investing in traditional  "emerging market" countries and may cause the price of
the Fund's shares to decline.

Some  frontier  country  governments  may levy  certain  taxes on  dividend  and
interest  income.  Although  in some  countries  a  portion  of these  taxes are
recoverable,  the  non-recovered  portion  of  foreign  withholding  taxes  will
decrease  the  income  generated  from  investments  in such  countries.  Equity
security  investments  in certain  frontier  market  countries is  restricted or
controlled to varying  extents.  At times,  these  restrictions  or controls may
limit or prevent foreign  investment in such equity  securities and increase the
costs and expenses of the Fund.  Certain frontier  countries  impose  additional
restrictions,  such as: requiring  governmental approval prior to investments by
foreign  persons,  limiting  the amount of  investment  by foreign  persons in a
particular issuer,  limiting investment by foreign persons to a particular class
of  securities  of an issuer that may have less  advantageous  rights than other
classes,  and imposing  additional  taxes.  For  countries  that  require  prior
government approval,  delays in obtaining such approval would delay investments,
and  consequently  the Fund may be unable  to  invest  in all of the  securities
included in the index until such approval is final. Some frontier  countries may
also  limit  investment   opportunities  in  issuers  in  industries  considered
essential to national  interests and may require  governmental  approval for the
repatriation of investment income,  capital or the proceeds of security sales by
foreign investors, including the Fund.



                                       5



In  addition,   some   countries  face  the  risk  of   confiscatory   taxation,
expropriation  of  assets,   political  or  social  instability  and  diplomatic
developments, each of which could adversely affect the Fund's investments.

Some banks in non-U.S.  countries that are eligible foreign  sub-custodians  may
have been  organized only  recently,  or otherwise not have extensive  operating
experience.  There may also be legal  restrictions or limitations on the ability
of the Fund to recover  assets  held in custody  by a foreign  sub-custodian  in
cases where the sub-custodian  becomes bankrupt.  Settlement systems in emerging
markets,  including frontier markets,  may not be as established as in developed
markets. As a result, settlements may be delayed and cash or Fund securities may
be  jeopardized  because of system  defects.  In  addition,  the laws of certain
countries in which the Fund invests may require the Fund to release local shares
before  receiving cash payment,  or to make cash payment before  receiving local
shares.

The Fund invests in some frontier  countries  that use share  blocking  schemes.
"Share blocking" refers to the practice of predicating  voting rights related to
an issuer's  securities  on these  securities  being blocked from trading at the
custodian  or  sub-custodian  level,  for a  period  of time  near the date of a
shareholder meeting. Such restrictions have the potential to effectively prevent
securities  from being voted (or having been  voted) and from  trading  within a
specified  number  of days  before,  and in some  cases  after  the  shareholder
meeting.  Share  blocking  may  preclude  the Fund from  purchasing  or  selling
securities for a period of time. During the time that shares are blocked, trades
in such securities  will not settle.  Although  practices may vary by market,  a
blocking period may last from one day to several weeks. Once blocked,  the block
may be removed only by  withdrawing a previously  cast vote or  abstaining  from
voting completely,  a process that may be burdensome.  In certain countries, the
block cannot be removed.

Share blocking may impose  operational  difficulties  on the Fund and Authorized
Participants,  including the potential effect that a block would have on pending
trades.  Share blocking may cause pending trades to fail or remain unsettled for
an extended  period of time.  Fails may also expose the  transfer  agent and the
Fund to situations in which a  counterparty  may have the right to go to market,
buy a security at the current market price and have any additional expense borne
by the Fund or transfer  agent if the  counterparty  is unable to deliver shares
after a certain period of time. The Adviser, on behalf of the Fund, reserves the
right to abstain from voting proxies in share blocking proxy 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  Dividend 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,
Global SmallCap Dividend 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,
Global SmallCap Dividend 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



                                       6



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 Global  Dividend  Fund,  Global Equity Income Fund,
Global  SmallCap  Fund and  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,  Global SmallCap  Dividend 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.


                                       7



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,
Global SmallCap Dividend 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,
Global SmallCap Dividend 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, Global SmallCap  Dividend 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,
Global SmallCap Dividend 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,
Global SmallCap Dividend 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,
Egypt, Jordan,  Kuwait,  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



                                       8



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.
Countries  in the Middle East may be affected by political  instability,  war or
the threat of war,  regional  instability,  terrorist  activities and religious,
ethnic and/or socioeconomic unrest.


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


                                       9


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.


PARTICIPATION NOTES. The Funds may invest in participation notes ("Participation
Notes").  Participation Notes, typically issued by banks or broker-dealers,  are
designed to provide returns corresponding with the



                                       10



performance  of  an  underlying  equity  security  or  market.  A  holder  of  a
Participation  Note that is linked to an  underlying  security  may  receive any
dividends paid in connection with the underlying security.  However, a holder of
a  Participation  Note does not have voting  rights,  as the holder  would if it
owned the underlying  security  directly.  Investing in Participation  Notes may
subject the Funds to counterparty  risk. In addition,  there can be no assurance
that the trading price of a  Participation  Note will be equal to the underlying
value of the  company or market  that it seeks to  replicate.  The Funds will be
relying on the  creditworthiness  of the counterparty  issuing the Participation
Note, and will have no rights against the issuer of the underlying  security.  A
Fund  would  lose  its  investment  if such  counterparty  became  insolvent.  A
Participation  Note may also  include  transaction  costs in  addition  to those
applicable to a direct investment in securities. Further, a Fund's investment in
Participation  Notes  may cause  the  Fund's  performance  to  deviate  from the
performance  of the  portion of the index to which the Fund is gaining  exposure
through such investment.  The secondary markets on which the Participation Notes
are traded may be less  liquid  than the  markets  for other  securities  due to
liquidity  and transfer  restrictions,  and this may limit the  availability  of
market  quotations  for  securities in a Fund's  portfolio.  A Fund's ability to
value its securities may become more  difficult,  and the judgment when applying
fair value procedures  pursuant to fair value procedures adopted by the Board of
Trustees may play an enhanced  role in the  valuation  of the Fund's  securities
because of reduced availability of reliable objective pricing data. As a result,
while such  determinations  will be made in good faith, it may be more difficult
for the Fund to assign accurately a daily value to such securities.


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


                                       11



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


                                       12



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




                                       13



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 markets.  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 net income or "Core Earnings" as specified for the particular Index.
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 generally takes
place at the end of November and the beginning of December each year. The annual
reconstitution of the International  Indexes generally 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.


                                       14


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 297

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  1,000  largest  companies  in  this  group
measured by market  capitalization;  (viii) rank within the top 30% of the 1,000
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 May 30, 2008,  approximately  83% 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 300

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  1,000  largest
companies in this group measured by market capitalization;  (iv) rank within the
top 30% of the 1,000 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




                                       15



States. As of May 30, 2008, approximately 84% 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 100

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,  Egypt, Jordan,  Kuwait,  Morocco, Oman, Qatar or the
United Arab Emirates  (including Abu Dhabi and Dubai).  Companies must have paid
at least $5 million in cash dividends on their common stock in the year prior to
the most recent  index  measurement  date.  Companies  are weighted in the Index
based on dividends paid in the annual cycle prior to the Index measurement date.
Country weights are capped so that no country's  weight in the Index exceeds 33%
at the annual Index  measurement  date.  The Index is composed of primarily  mid
capitalization  stocks.  As of May  30,  2008,  approximately  40% of the  Index
consisted of companies with market  capitalizations  of over $10 billion and 45%
of the Index  consisted of  companies  with a market  capitalization  between $2
billion and $10 billion.


WisdomTree Global Dividend Index


Number of Components: approximately 5,000

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  May  30,  2008,  approximately  76% of the  capitalization  of the  Index
consisted of companies with market capitalizations over $10 billion.


WisdomTree Global SmallCap Dividend Index


Number of Components: approximately 1,000

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.  Once identified,  the 1,000 largest small capitalization stocks
from this  universe  are  selected for  inclusion  in the Index.  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 May 30, 2008, approximately 100% of the capitalization of the
Index consisted of companies with market capitalizations less than $2 billion.

WisdomTree Global High-Yielding Equity Index

Number of Components: approximately 660

Index Description.  The WisdomTree Global  High-Yielding  Equity Index comprises
the top 30% of the companies ranked by dividend yield from a universe consisting
of  companies  included  in  the  WisdomTree  Global  Dividend  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 High-Yielding  Equity Index.  Companies are
weighted in the Index based on  dividends  paid in the annual cycle prior to the
index  measurement  date.  As  of  May  30,  2008,   approximately  81%  of  the
capitalization  of the Index consisted of companies with market  capitalizations
of more than $10 billion.



                                       16


                             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


                                       17


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

      Loans

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


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


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


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


                                       18



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.


                                       19


Interested Trustee and Officers




                                                                                           Number of
                                                                                          Portfolios
                                                                                            in Fund          Other
                                              Term of                                       Complex      Directorships
                                            office and                                    Overseen by       Held by
                                             Length of      Principal Occupation(s)       Trustee and     Trustee and
Name (year of birth)           Position     Time Served     During the Past 5 Years        Officers        Officers
--------------------------  -------------  ------------  ---------------------------     -------------   --------------
                                                                                         
Jonathan Steinberg          Trustee,        Trustee                                      54             None.
                            President*      and          Chief Executive Officer of
(1964)                                      officer      WisdomTree Investments, Inc.
                                            since 2005   (formerly, Index Development
                                                         Partners, Inc. and Director
                                                         of WisdomTree Investments,
                                                         Inc. since 1989

Amit Muni                   Treasurer*,     Officer      Chief Financial Officer and     54             None.
                            Assistant       since 2008   Assistant Secretary of
(1969)                      Secretary*                   WisdomTree Investments, Inc.
                                                         (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       54             None.
                            Chief Legal     since 2005   WisdomTree Investments, Inc.
(1967)                      Officer*                     (formerly, Index 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.



                                       20


Independent Trustees




                                                                                           Number of
                                                                                          Portfolios
                                                                                            in Fund          Other
                                              Term of                                       Complex      Directorships
                                            office and                                    Overseen by       Held by
                                             Length of      Principal Occupation(s)       Trustee and     Trustee and
Name (year of birth)           Position     Time Served     During the Past 5 Years        Officers        Officers
--------------------------  -------------  ------------  ----------------------------    -------------  -----------------
                                                                                         
Gregory Barton              Trustee*        Trustee      General Counsel of Martha       54             None.
                                            since 2006   Stewart 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   54             None.
                                            since 2006   James E. Rogers College of
(1955)**                                                 Law since 1999; Professor at
                                                         University of Arizona James
                                                         E. Rogers College of Law
                                                         since 1990.

Victor Ugolyn               Trustee,        Trustee      Private Investor - 2005 to      54             Trustee on
                            Chairman of     since 2006   Present; President and Chief                   Board of
(1947)                      the Board of                 Executive Officer of William                   Trustees of
                            Trustees                     D. Witter, Inc. 2005 to 2006;                  Naismith
                                                         Consultant to AXA Enterprise                   Memorial
                                                         in 2004; Chairman, President                   Basketball
                                                         and Chief Executive Officer                    Hall of Fame;
                                                         of Enterprise Capital                          Member of the
                                                         Management (subsidiary of The                  Board of
                                                         MONY Group, Inc.) and                          Overseers of
                                                         Enterprise Group of Funds,                     the Hoover
                                                         Chairman of MONY Securities                    Institution at
                                                         Corporation, and Chairman of                   Stanford
                                                         the Fund Board of Enterprise                   University
                                                         Group of Funds from 1991 to
                                                         2004.


-----------------------------
* Chair of the Audit Committee.
** Chair of the Governance and Nominating Committee.



                                       21


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



                                       22



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.




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
                                Aggregate         Benefits Accrued As      Estimated Annual      Total Compensation
   Name of Interested       Compensation from       Part of Company          Benefits upon       From the Funds and
        Trustee                 the Trust               Expenses              Retirement            Fund Complex
-------------------------  -------------------  -----------------------   ------------------    ----------------------
                                                                                            
Jonathan Steinberg                None                    None                   None                   None





                                                      Pension or
                                                      Retirement
                                Aggregate         Benefits Accrued As      Estimated Annual      Total Compensation
  Name of Independent       Compensation from       Part of Company          Benefits upon       From the Funds and
        Trustee                 the Trust               Expenses              Retirement            Fund Complex
-------------------------  -------------------  -----------------------   ------------------    ---------------------
                                                                                          
Gregory Barton                  $123,200                  None                   None                 $123,200.
Toni Massaro                    $112,000                  None                   None                 $112,000
Victor Ugolyn                   $168,000                  None                   None                 $168,000


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

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

Investment Adviser.  WisdomTree Asset Management serves as investment adviser to
each Fund pursuant to an  Investment  Advisory  Agreement  between the Trust and
WisdomTree Asset Management.  WisdomTree Asset Management, which does not manage
any other  investment  companies  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.


                                       23



Name of Fund                                                    Management Fee
-----------------------------------------------------------   ------------------
WisdomTree LargeCap Growth Fund                                     0.38%
WisdomTree International LargeCap Growth Fund                       0.48%
WisdomTree Middle East Dividend Fund                                0.68%
WisdomTree Global Dividend Fund                                     0.48%
WisdomTree Global SmallCap Dividend Fund                            0.58%
WisdomTree Global Equity Income Fund                                0.58%


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,  other than the  WisdomTree  Middle East
Dividend Fund, WisdomTree arranges for the provision of chief compliance officer
("CCO") services and is liable and responsible for, and administers, payments to
the CCO, the Independent  Trustees and counsel to the Independent  Trustees,  in
exchange  for a fee paid by each Fund of up to  0.0044% of 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 5 basis points  (0.05%) of the first $100 million in combined  daily net
assets of the Domestic Funds; and

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

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

      o 7.5 basis points (0.075%) of the first $1 billion in the total daily net
assets of all International Funds;



                                       24



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

      o 3 basis  points  (0.03%) of the next $3  billion in the total  daily net
assets of all International Funds; and

      o  2  basis  points   (0.02%)  of  the  total  daily  net  assets  of  all
International Funds in excess of $5 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




Each Fund is managed by the Sub-Adviser's  Index Fund Management  Division.  The
five most senior members are Kurt Zyla,  Lloyd Buchanan,  Denise Krisko,  Robert
McCormack  and Todd Rose.  Mr. Zyla manages the  Division.  Mr. Zyla, a Managing
Director of the Sub-Adviser,  has supervised the Index Fund Management  Division
since 1996. He joined the Sub-Adviser in 1989. Prior to his current position, he
was employed by the Sub-Adviser in a number of capacities.

Mr. Buchanan has been a Portfolio Manager in the Index Fund Management  Division
since January 2002.  Prior to joining the  Sub-Adviser,  Mr. Buchanan was a Vice
President  and Chief  Operating  Officer of Axe Houghton  Associates,  Inc.,  an
investment  management subsidiary of Hoenig Group. He joined Axe Houghton in May
1988.

Ms. Krisko is a Managing Director, CIO and Head of Index Management in the Index
Fund Management  Division.  Ms. Krisko joined the  Sub-Adviser in August,  2005.
Prior to joining the Sub-Adviser, Ms. Krisko acted as a Senior Portfolio Manager
and Equity Trader for  Quantitative  Equity  Management  at Northern  Trust from
January 2003 until August 2005 and at Deutsche Asset  Management  from June 2000
to January  2003.  Ms.  Krisko has also worked as a Senior  Quantitative  Equity
Portfolio Manager and Trader for The Vanguard Group.

Mr.  McCormack  is a Senior  Portfolio  Manager  in the  Index  Fund  Management
Division. He is responsible for domestic indexed portfolio management.  Prior to
joining  the  Index  Management  Fund  Division  in 1999,  Mr.  McCormack  was a
relationship  manager in the Sub-Adviser's Master Trust/Master Custody Division,
specializing in working with foundations and endowments and other not-for-profit
organizations. Mr. McCormack joined the Sub-Adviser in 1987.

Mr.  Rose has been a  Portfolio  Manager in the Index Fund  Management  Division
since 2000. Prior to joining the Index Fund Management Division, Mr. Rose worked
in the  Sub-Adviser's  Mutual Funds  Accounting  Division in various  functions.
Before joining the  Sub-Adviser in 1997, Mr. Rose was a Financial  Consultant at
Merrill Lynch.  He began his career trading futures with Linnco Futures Group in
Chicago.



Portfolio Manager Fund Ownership


As of June 15, 2008 none of the portfolio managers owned shares of the Funds.


Portfolio Manager Compensation


As of June 15, 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



                                       25



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 (typically
one calendar year). 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.



                                       26



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.


                                       27


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


                                       28


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.


                                       29


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.


                                       30



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


                                       31


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.


                                       32


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                         $1,500                 $2,000
WisdomTree International LargeCap Growth Fund-          $6,000                 $8,000
WisdomTree Middle East Dividend Fund                    $6,500                 $26,000
WisdomTree Global Dividend Fund                         $15,000                $50,000
WisdomTree Global SmallCap Dividend Fund                $15,000                $50,000
WisdomTree Global Equity Income Fund                    $15,000                $50,000



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


                                       33


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


                                       34


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.


                                       35



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



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


                                       36


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



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


                                       37


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

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


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




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

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



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


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

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





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



                                       38




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

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

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

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

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

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

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

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



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


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



                                       39


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.


                                       40


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



                                       41



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.


                                       42


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-



                                       43



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,  2009.  At the  time of  this  filing,  it is  unclear  whether  the
legislation will be enacted.  Even if such legislation is enacted,  depending on
the  circumstances,  the Funds may make such  designations  with respect to all,
some or none of their potentially eligible dividends or treat such dividends, in
whole or in part, as ineligible for this exemption from  withholding.  Moreover,
in the case of  shares  held  through  an  intermediary,  the  intermediary  may
withhold even if a Fund makes a designation with respect to a payment.


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


                                       44



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.



                                       45



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.


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

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

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

Dividends and Distributions

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

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

Financial Statements

Financial  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.


                                       46



Part C: Other Information

Item 23. Exhibits

Exhibit             Description
Number

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

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

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

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

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

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

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

(d)(3)       Investment Advisory Agreement between the Registrant (On behalf of
             the WisdomTree Middle East Dividend Fund) and WisdomTree Asset
             Management, Inc. is filed herewith.

(d)(4)       Investment Advisory Agreement Schedule (on behalf of the WisdomTree
             Middle East Dividend Fund) is filed herewith.

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

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

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

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

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

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


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

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

(f)          Not applicable.

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

(g)(2)       Custody Agreement Schedule is filed herewith.

(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 is filed herewith.

(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 is filed herewith.

(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 is filed herewith.

(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 is filed herewith.

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

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

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


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

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

(h)(12)      Index Methodology (Growth Funds) is filed herewith.

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

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

(j)          Not applicable.

(k)          Not applicable.

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

(m)          None.

(n)          Not applicable.

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

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

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

(q)(2)       Power of Attorney for Amit Muni is filed herewith.

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

Not applicable.

Item 25.    Indemnification

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

Section 1.  LIMITATION OF LIABILITY.

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


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

Section 2. INDEMNIFICATION.

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

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

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

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

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

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

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

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


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

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

Section 6.2. Limitation of Liability.

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

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

Item 26.    Business and Other Connections of the Investment Adviser

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

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




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

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

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

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




WTAM, with the approval of the Registrant's board of trustees, selects the
sub-adviser for the funds of the Registrant. 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
                                        Manager                                Management
     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.


(c) Not applicable.

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 be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 27th day of June, 2008.


                                            WISDOMTREE TRUST
                                             (Registrant)


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

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


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




                                                                  
     Signatures                  Title(s)                               Date


                                 President (Principal Executive         June 27, 2008
     /s/ Jonathan Steinberg      Officer) and Trustee
     ----------------------
     Jonathan Steinberg


                                 Treasurer, (Principal Financial and    June 27, 2008
     /s/ Amit Muni*              Accounting Officer), Assistant
     -----------------------     Secretary
     Amit Muni

     /s/ Gregory Barton*         Trustee                                June 27, 2008
     ----------------------
     Gregory Barton


     /s/ Toni Massaro*           Trustee                                June 27, 2008
     ----------------------
     Toni Massaro


     /s/ Victor Ugolyn*          Trustee                                June 27, 2008
     ----------------------
     Victor Ugolyn


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



                                  EXHIBIT INDEX


Exhibit No.            Description


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

(d)(3)   Investment Advisory Agreement (on behalf of the WisdomTree Middle East
         Dividend Fund).

(d)(4)   Investment  Advisory  Agreement  Schedule (on behalf of the  WisdomTree
         Middle East Dividend Fund).

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

(g)(2)   Custody Agreement Schedule.

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

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

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

(h)(6)   License Agreement Schedule.

(h)(12)  Index Methodology (Growth Funds).

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

(q)(2)   Power of Attorney for Amit Muni.