STATEMENT OF ADDITIONAL INFORMATION DATED JULY 27, 2007 AS REVISED JULY 1, 2008

WISDOMTREE(R) TRUST

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

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

WISDOMTREE EARNINGS FUNDS
   WisdomTree Total Earnings Fund
   WisdomTree Earnings 500 Fund
   WisdomTree MidCap Earnings Fund
   WisdomTree SmallCap Earnings Fund
   WisdomTree Earnings Top 100 Fund
   WisdomTree Low P/E Fund
   WisdomTree India Earnings Fund

WISDOMTREE INTERNATIONAL DIVIDEND FUNDS
   WisdomTree DEFA Fund
   WisdomTree DEFA High-Yielding Equity Fund
   WisdomTree Europe Total Dividend Fund
   WisdomTree Europe High-Yielding Equity Fund
   WisdomTree Europe SmallCap Dividend Fund
   WisdomTree Japan Total Dividend Fund
   WisdomTree Japan High-Yielding Equity Fund
   WisdomTree Japan SmallCap Dividend Fund
   WisdomTree Pacific ex-Japan Total Dividend Fund
   WisdomTree Pacific ex-Japan High-Yielding Equity Fund
   WisdomTree International LargeCap Dividend Fund
   WisdomTree International Dividend Top 100(SM) Fund
   WisdomTree International MidCap Dividend Fund
   WisdomTree International SmallCap Dividend Fund
   WisdomTree Emerging Markets High-Yielding Equity Fund
   WisdomTree Emerging Markets SmallCap Dividend Fund
   WisdomTree Middle East Dividend Fund

WISDOMTREE INTERNATIONAL SECTOR FUNDS
   WisdomTree International Basic Materials Sector Fund
   WisdomTree International Communications Sector Fund
   WisdomTree International Consumer Discretionary Sector Fund
   WisdomTree International Consumer Staples Sector Fund
   WisdomTree International Energy Sector Fund
   WisdomTree International Financial Sector Fund
   WisdomTree International Health Care Sector Fund
   WisdomTree International Industrial Sector Fund
   WisdomTree International Technology Sector Fund
   WisdomTree International Utilities Sector Fund
   WisdomTree International Real Estate Fund

The  Middle  East  Dividend  Fund is not yet  available  for  sale.  The Fund is
expected to be available in July 2008.



The current  Prospectus  for the Domestic and  International  Dividend  Funds is
dated July 27,  2007 as revised  July 1, 2008.  The current  Prospectus  for the
Earnings  Funds is dated July 27, 2007 as revised  March 14,  2008.  The current
Prospectus for the International  Sector Funds is dated July 27, 2007 as revised
June 6, 2008. The International  Dividend Funds,  International Sector Funds and
the  India  Earnings  Fund  are  sometimes   referred  to  collectively  as  the
"International  Funds."  Capitalized terms used herein that are not defined have
the same  meaning  as in the  Prospectus,  unless  otherwise  noted.  The Funds'
audited   financial   statements  for  the  period  ended  March  31,  2007  are
incorporated  in this  Statement of Additional  Information  by reference to the
Funds' 2007 Annual Reports to Shareholders (File No. 811-21864).  You may obtain
a copy of the  Funds'  Annual  Report at no charge by request to the Fund at the
address or phone number noted below.  Since the Emerging  Markets  High-Yielding
Equity Fund,  Emerging  Markets Small Cap Dividend  Fund,  India  Earnings Fund,
International  Real Estate Fund and Middle East  Dividend  Fund did not commence
operations until after the close of the 2007 fiscal year,  financial  statements
for these Funds are not yet available.

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

 Statement of Additional Information dated July 27, 2007 as revised July 1, 2008



                                TABLE OF CONTENTS

General Description of the Trust and the Funds ............................    1
   WisdomTree Domestic Dividend Funds .....................................    1
   Wisdom Tree Earnings Funds .............................................    1
   WisdomTree International Dividend Funds ................................    1
   WisdomTree International Sector Funds ..................................    1
Investment Strategies and Risks ...........................................    2
   Principal Investment Strategy ..........................................    2
   General Risks ..........................................................    3
   Lack of Diversification ................................................    3
   Specific Investment Strategies .........................................    4
   Securities Lending .....................................................    4
   Money Market Instruments ...............................................    4
   Repurchase Agreements ..................................................    4
   Reverse Repurchase Agreements ..........................................    4
   Investment Company Securities ..........................................    5
   Real Estate Investment Trusts ..........................................    5
   Non-U.S. Securities ....................................................    5
   Depositary Receipts ....................................................   10
   Currency Transactions ..................................................   11
   Illiquid Securities ....................................................   11
   Futures, Options and Options on Futures Contracts ......................   11
   Risks of Futures and Options Transactions ..............................   12
   Swap Agreements ........................................................   12
   Participation Certificates .............................................   12
   Tracking Stocks ........................................................   13
   Future Developments ....................................................   13
Proxy Voting Policy .......................................................   13
Portfolio Holding Disclosure Policies and Procedures ......................   14
Description of the WisdomTree Indexes .....................................   15
   WisdomTree Domestic Dividend Indexes ...................................   16
      WisdomTree Dividend Index ...........................................   16
      WisdomTree High-Yielding Equity Index ...............................   17
      WisdomTree LargeCap Dividend Index ..................................   17
      WisdomTree Dividend Top 100 Index ...................................   17
      WisdomTree MidCap Dividend Index ....................................   17
      WisdomTree SmallCap Dividend Index ..................................   17
   WisdomTree Earnings Indexes ............................................   17
      WisdomTree Earnings Index ...........................................   17
      WisdomTree Earnings 500 Index .......................................   18
      WisdomTree MidCap Earnings Index ....................................   18
      WisdomTree SmallCap Earnings Index ..................................   18
      WisdomTree Earnings Top 100 Index ...................................   18
      WisdomTree Low P/E Index ............................................   19
      WisdomTree India Earnings Index .....................................   19
   WisdomTree International Dividend Indexes ..............................   19
      WisdomTree DEFA Index ...............................................   19
      WisdomTree DEFA High-Yielding Equity Index ..........................   19
      WisdomTree Europe Dividend Index ....................................   20
      WisdomTree Europe High-Yielding Equity Index ........................   20
      WisdomTree Europe SmallCap Dividend Index ...........................   20
      WisdomTree Japan Dividend Index .....................................   20
      WisdomTree Japan High-Yielding Equity Index .........................   21
      WisdomTree Japan SmallCap Dividend Index ............................   21



      WisdomTree Pacific ex-Japan Dividend Index ..........................   21
      WisdomTree Pacific ex-Japan High-Yielding Equity Index ..............   21
      WisdomTree International LargeCap Dividend Index ....................   21
      WisdomTree International Dividend Top 100 Index .....................   21
      WisdomTree International MidCap Dividend Index ......................   22
      WisdomTree International SmallCap Dividend Index ....................   22
      WisdomTree Emerging Markets High-Yielding Equity Index ..............   22
      WisdomTree Emerging Markets SmallCap Dividend Index .................   22
      WisdomTree Middle East Dividend Index ...............................   23
   WisdomTree International Sector Indexes ................................   23
      WisdomTree International Basic Materials Sector Index ...............   23
      WisdomTree International Communications Sector Index ................   23
      WisdomTree International Consumer Discretionary Sector Index ........   23
      WisdomTree International Consumer Staples Sector Index ..............   24
      WisdomTree International Energy Sector Index ........................   24
      WisdomTree International Financial Sector Index .....................   24
      WisdomTree International Health Care Sector Index ...................   24
      WisdomTree International Industrial Sector Index ....................   24
      WisdomTree International Technology Sector Index ....................   25
      WisdomTree International Utilities Sector Index .....................   25
      WisdomTree International Real Estate Index ..........................   25
Investment Limitations ....................................................   26
Fundamental Policies ......................................................   26
   Senior Securities ......................................................   26
   Borrowing ..............................................................   26
   Underwriting ...........................................................   26
   Concentration ..........................................................   26
   Real Estate ............................................................   26
   Commodities ............................................................   26
   Loans ..................................................................   26
Continuous Offering .......................................................   27
Management of the Trust ...................................................   28
Trustees and Officers .....................................................   28
Interested Trustee and Officers ...........................................   28
Independent Trustees ......................................................   29
   Committees of the Board of Trustees ....................................   30
   Audit Committee ........................................................   30
   Governance and Nominating Committee ....................................   30
   Approval of Investment Advisory Agreement and Sub-Advisory Agreement ...   30
   Approval of Investment Advisory Agreement ..............................   31
   Remuneration of Trustees ...............................................   32
   Control Persons and Principal Holders of Securities ....................   32
   Investment Adviser .....................................................   47
   Sub-Adviser ............................................................   50
   Portfolio Managers .....................................................   51
   Portfolio Manager Fund Ownership .......................................   52
   Portfolio Manager Compensation .........................................   52
   Code of Ethics .........................................................   53
   Administrator, Custodian and Transfer Agent ............................   53
   Distributor ............................................................   54
Brokerage Transactions ....................................................   55
Additional Information Concerning the Trust ...............................   65
   Shares .................................................................   66



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



                 GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS

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

WISDOMTREE DOMESTIC DIVIDEND FUNDS
   WisdomTree Total Dividend Fund
   WisdomTree High-Yielding Equity Fund
   WisdomTree LargeCap Dividend Fund
   WisdomTree Dividend Top 100 Fund
   WisdomTree MidCap Dividend Fund
   WisdomTree SmallCap Dividend Fund

WISDOMTREE EARNINGS FUNDS
   WisdomTree Total Earnings Fund
   WisdomTree Earnings 500 Fund
   WisdomTree MidCap Earnings Fund
   WisdomTree SmallCap Earnings Fund
   WisdomTree Earnings Top 100 Fund
   WisdomTree Low P/E Fund
   WisdomTree India Earnings Fund

WISDOMTREE INTERNATIONAL DIVIDEND FUNDS
   WisdomTree DEFA Fund
   WisdomTree DEFA High-Yielding Equity Fund
   WisdomTree Europe Total Dividend Fund
   WisdomTree Europe High-Yielding Equity Fund
   WisdomTree Europe SmallCap Dividend Fund
   WisdomTree Japan Total Dividend Fund
   WisdomTree Japan High-Yielding Equity Fund
   WisdomTree Japan SmallCap Dividend Fund
   WisdomTree Pacific ex-Japan Total Dividend Fund
   WisdomTree Pacific ex-Japan High-Yielding Equity Fund
   WisdomTree International LargeCap Dividend Fund
   WisdomTree International Dividend Top 100 Fund
   WisdomTree International MidCap Dividend Fund
   WisdomTree International SmallCap Dividend Fund
   WisdomTree Emerging Markets High-Yielding Equity Fund
   WisdomTree Emerging Markets SmallCap Dividend Fund
   WisdomTree Middle East Dividend Fund

WISDOMTREE INTERNATIONAL SECTOR FUNDS
   WisdomTree International Basic Materials Sector Fund
   WisdomTree International Communications Sector Fund
   WisdomTree International Consumer Discretionary Sector Fund
   WisdomTree International Consumer Staples Sector Fund
   WisdomTree International Energy Sector Fund
   WisdomTree International Financial Sector Fund
   WisdomTree International Health Care Sector Fund
   WisdomTree International Industrial Sector Fund
   WisdomTree International Technology Sector Fund
   WisdomTree International Utilities Sector Fund
   WisdomTree International Real Estate Fund

                                        1



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. BNY Investment Advisors is the investment sub-adviser ("Sub-Adviser")
to each Fund.  WisdomTree  Investments is the parent company of WisdomTree Asset
Management.

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

Shares of each Fund are listed on a national  securities  exchange,  such as the
NYSE Arca or the Nasdaq Stock Market  ("Nasdaq")  (each, a "Listing  Exchange"),
and trade throughout the day on the Listing Exchange and other secondary markets
at  market   prices  that  may  differ  from  NAV.  As  in  the  case  of  other
publicly-traded  securities,  brokers' commissions on transactions will be based
on negotiated commission rates at customary levels.

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

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

                         INVESTMENT STRATEGIES AND RISKS

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

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

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

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

                                        2



The WisdomTree India Earnings Fund attempts to achieve its investment  objective
by investing in securities  through the WisdomTree India  Investment  Portfolio,
Inc.  (the  "Portfolio"),  a  wholly-owned  subsidiary of the  WisdomTree  India
Earnings Fund. References to the investment strategies and other policies of the
India  Earnings Fund should be understood  to also refer to the  strategies  and
polices of the Portfolio.

The Portfolio is advised by WisdomTree  Asset  Management and sub-advised by BNY
Investment Advisors.

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

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

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

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

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

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

Each  Fund  intends  to  maintain  the  required  level of  diversification  and
otherwise  conduct its  operations  so as to qualify as a "regulated  investment
company"  under  Subchapter M of the Internal  Revenue Code of 1986,  as amended
("IRC"),  and to relieve the Fund of any liability for federal income tax to the
extent that its earnings are distributed to shareholders. Subchapter M generally
requires the Fund to invest no more than 25% of its total  assets in  securities
of any one issuer and to invest at least 50% of its total  assets so that (a) no
more than 5% of the Fund's total assets are  invested in  securities  in any one
issuer,  and (b) the Fund does not hold more than 10% of the outstanding  voting
securities of that issuer.  Subchapter M allows  unlimited  investments in cash,
cash items, government securities (as defined in Subchapter M) and securities of
other  regulated  investment  companies.  These tax  requirements  are generally
applied at the end of each quarter of the Fund's taxable year.  Compliance  with
the diversification requirements of the IRC may limit the investment flexibility
of the  Funds  and may  make it less  likely  that the  Funds  will  meet  their
investment objectives.

                                        3



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

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

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

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

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

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

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

                                        4



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

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

REAL ESTATE  INVESTMENT  TRUSTS.  Each Fund may invest in the securities of real
estate  investment  trusts  ("REITs")  to  the  extent  allowed  by  law.  Risks
associated with investments in securities of REITs include: decline in the value
of real  estate;  risks  related  to  general  and  local  economic  conditions;
overbuilding  and  increased  competition;   increases  in  property  taxes  and
operating  expenses;  changes in zoning laws;  casualty or condemnation  losses;
variations  in rental  income;  changes in  neighborhood  values;  the appeal of
properties to tenants;  and  increases in interest  rates.  In addition,  equity
REITs may be affected by changes in the values of the underlying  property owned
by the  trusts,  while  mortgage  REITs may be affected by the quality of credit
extended. REITs are dependent upon management skills, may not be diversified and
are subject to the risks of financing projects.  REITs are also subject to heavy
cash  flow  dependency,   defaults  by  borrowers,   self  liquidation  and  the
possibility  of failing to qualify for tax-free  pass-through  of income and net
gains under the IRC, 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. Unlike the other
Funds,  the  International  Real  Estate  Fund may  invest  in  Passive  Foreign
Investment  Companies  ("PFICs").  Investments  in PFICs  may  decrease  the tax
efficiency of this Fund.

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

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

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

                                        5



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  Emerging  Markets  SmallCap  Dividend,
Emerging Markets  High-Yielding  Equity, India Earnings and Middle East Dividend
Funds invest substantially all of 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 Middle  East  Dividend  Fund  invests in
countries that are generally  considered to be "frontier markets." The economies
of frontier markets included in the WisdomTree Middle East Dividend Index (i.e.,
Bahrain,  Egypt,  Jordan,  Kuwait,  Morocco,  Oman,  Qatar and the  United  Arab
Emirates)  generally  have lower  trading  volumes  and  greater  potential  for
illiquidity and price volatility than more developed markets. These markets also
have a smaller  number of issuers and  participants  and  therefore  may also be
affected  to a greater  extent by the  actions of a small  number of issuers and
investors.  A significant  change in cash flows investing in these markets could
have a substantial effect on local stock prices and,  therefore,  prices of Fund
shares.  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  and/or  increase the investment  costs and
expenses  of the Fund.  Frontier  markets  may be subject  to greater  political
instability,  threat of war or terrorism and government  intervention  than more
developed  markets,  included many emerging market  economies.  Frontier markets
generally  are not as  correlated  to  global  economic  cycles as those of more
developed  countries.  These and other  factors  make  investing in the frontier
market  countries  significantly  riskier than investing in developed market and
emerging market countries.

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.  This could increase index tracking error. 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.  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.

Some banks that are eligible foreign sub-custodians in frontier markets 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,  such
as in cases where the sub-custodian becomes bankrupt. Settlement systems may not
be as established as in developed markets or even emerging 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

                                        6



release local shares  before  receiving  cash  payment,  or to make cash payment
before receiving local shares. This increases the risk of loss to the Fund.

The Fund invests in some  frontier  countries  that use share  blocking.  "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 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,
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.  These and other
factors could have a negative impact on Fund performance.

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

INVESTMENTS IN BRAZIL.  Certain of the International  Funds 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 the Fund's ability to operate, and to qualify for the favorable tax
treatment afforded to regulated investment companies for U.S. Federal income tax
purposes,  (ii)  fluctuations in the rate of exchange between the Brazilian Real
and the U.S.  Dollar,  (iii) the generally  greater price  volatility and lesser
liquidity that characterize  Brazilian securities markets, as compared with U.S.
markets,  (iv) the effect that a trade deficit could have on economic  stability
and the Brazilian  government's  economic  policy,  (v) high rates of inflation,
(vi)  governmental  involvement  in and influence on the private  sector,  (vii)
Brazilian accounting,  auditing and financial standards and requirements,  which
differ  from  those  in the  United  States,  and  (viii)  political  and  other
considerations,  including  changes in applicable  Brazilian tax laws. These and
other factors could have a negative impact on a Fund's performance.

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

INVESTMENTS IN CHINA AND HONG KONG. Certain of the International  Funds 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 the Fund's ability to

                                        7



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

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

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

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

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

                                        8



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

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

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

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

INVESTMENTS  IN THE  MIDDLE  EAST.  The Middle  East  Dividend  Fund  invests in
companies organized and listed in Bahrain, Egypt, Jordan, Kuwait, Morocco, Oman,
Qatar and the United Arab Emirates. 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. Markets
in the Middle East  generally have lower trading  volumes and greater  potential
for illiquidity and price volatility than more developed markets.  These markets
also have a smaller number of issuers and participants and therefore may also be
affected  to a greater  extent by the  actions of a small  number of issuers and
investors.  A significant  change in cash flows investing in these markets could
have a substantial  effect on local stock prices.  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.  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

                                        9



liability is less clear in certain Middle Eastern countries.  The Fund therefore
may be liable in certain Middle Eastern  countries for the acts of a corporation
in which it invests for an amount  greater than the Fund's actual  investment in
that corporation.  Similarly,  the rights of investors in Middle Eastern issuers
may be more limited than those of shareholders of a U.S. corporation.  It may be
difficult or impossible to obtain and/or  enforce a judgment in a Middle Eastern
country.  These  and  other  factors  could  have  a  negative  impact  on  Fund
performance.

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

INVESTMENTS  IN SOUTH  AFRICA.  The Emerging  Markets  High-Yielding  Equity and
SmallCap  Dividend  Funds 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 the Fund's performance.

INVESTMENTS  IN SOUTH  KOREA.  The  Emerging  Markets  High-Yielding  Equity and
SmallCap  Dividend  Funds 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 the
Fund's performance.

INVESTMENTS IN TAIWAN.  The Emerging Markets  High-Yielding  Equity and SmallCap
Dividend  Funds 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 the Fund's
performance.

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

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

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

                                       10



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

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

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

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

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

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

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

                                       11



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

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

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

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

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

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

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

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

                                       12



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

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

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

                               PROXY VOTING POLICY

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

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

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

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

                                       13



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 the Fund's  fiscal  year,
within  sixty  (60)  days of the  end of the  quarter,  and  will  provide  that
information  to  shareholders,  as  required  by  federal  securities  laws  and
regulations thereunder.

No person  is  authorized  to  disclose  a Fund's  portfolio  holdings  or other
investment  positions  except in accordance  with the Policy.  The Trust's Board
reviews the implementation of the Policy on a periodic basis.

                                       14



                      DESCRIPTION OF THE WISDOMTREE INDEXES

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

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

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

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

                                       15



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

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

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

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

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

WISDOMTREE DOMESTIC DIVIDEND INDEXES

WisdomTree Dividend Index

Number of Components: approximately 1450

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

WisdomTree High-Yielding Equity Index

Number of Components: approximately 400

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

                                       16



WisdomTree LargeCap Dividend Index

Number of Components: approximately 300

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

WisdomTree Dividend Top 100 Index

Number of Components: approximately 100

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

WisdomTree MidCap Dividend Index

Number of Components: approximately 425

Index Description. The WisdomTree MidCap Dividend Index measures the performance
of companies that pay regular cash dividends from the mid-capitalization segment
of the WisdomTree Dividend Index. The Index is created by first removing the 300
companies with the highest market  capitalizations  as of the Index  measurement
date from the WisdomTree  Dividend Index.  Those companies that comprise the top
75% of the remaining market  capitalization of the WisdomTree  Dividend Index as
of the Index  measurement  date are  included in the  WisdomTree  MidCap  Index.
Companies are weighted in the Index based on their  projected  cash dividends as
of the Index measurement date. The Index includes  primarily  mid-capitalization
securities.

WisdomTree SmallCap Dividend Index

Number of Components: approximately 725

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

WISDOMTREE EARNINGS INDEXES

WisdomTree Earnings Index

Number of Components: approximately 2350

Index  Description.  The WisdomTree  Earnings Index is a fundamentally  weighted
index that measures the performance of earnings-generating  companies within the
broad  U.S.  stock  market.  The  Index  consists  of  companies  that:  (i) are
incorporated in the United States  (including  Puerto Rico),  (ii) are listed on
the New York Stock Exchange,  American Stock Exchange,  NASDAQ Global Select, or
NASDAQ  Global  Market (the  "NASDAQ  Market"),  (iii) have  generated  positive
earnings  on a  cumulative  basis in their  most  recent  four  fiscal  quarters
preceding the Index  measurement  date, (iv) have a market  capitalization of at
least $100  million on the Index  measurement  date,  (v) have an average  daily
dollar volume of at least $200,000 for each of the six months prior to the Index
measurement  date,  and (vi) have a price to earnings  ratio ("P/E ratio") of at
least 2 as of the Index  measurement  date.  Companies are weighted in the Index
based on their  earnings over their most recent four fiscal  quarters  preceding
the Index measurement date. For these purposes,  "earnings" are determined using
a company's

                                       17



"Core  Earnings."  Core  Earnings  is a  standardized  calculation  of  earnings
developed by S&P that is designed to include  expenses,  incomes and  activities
that  reflect  the  actual  profitability  of a  company's  ongoing  operations.
Companies  are  weighted  in the  Index  based on their  earnings  over the four
quarters   preceding   the  Index   measurement   date.   The   Index   includes
large-capitalization, mid-capitalization and small-capitalization securities and
is, in this sense, an earnings-weighted index for the broad U.S. market.

WisdomTree Earnings 500 Index

Number of Components: approximately 500

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

WisdomTree MidCap Earnings Index

Number of Components: approximately 785

Index  Description.  The WisdomTree  MidCap  Earnings  Index is a  fundamentally
weighted index that measures the  performance of  earnings-generating  companies
within the  mid-capitalization  segment of the U.S.  stock market.  The Index is
created  by  first   removing  the  500  companies   with  the  highest   market
capitalizations  as of the Index  measurement date from the WisdomTree  Earnings
Index.  Those  companies  that  comprise  the  top 75% of the  remaining  market
capitalization  of the WisdomTree  Earnings Index are included in the WisdomTree
MidCap Earnings Index.  For these purposes,  Companies are weighted in the Index
based on their  earnings over their most recent four fiscal  quarters  preceding
the Index measurement date. For these purposes,  "earnings" are determined using
a company's  "Core  Earnings."  Core Earnings is a  standardized  calculation of
earnings  developed  by Standard & Poor's that is designed to include  expenses,
incomes and  activities  that  reflect the actual  profitability  of a company's
ongoing operations. The Index includes primarily mid-capitalization securities.

WisdomTree SmallCap Earnings Index

Number of Components: approximately 1080

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

WisdomTree Earnings Top 100 Index

Number of Components: approximately 100

Index  Description.  The  WisdomTree  Earnings Top 100 Index is a  fundamentally
weighted  Index that measures the  performance  of 100 large-cap  companies with
relatively  high  earnings  yields.  The Index is created by  selecting  the 100
companies with the highest earnings yields from the 300 largest companies within
the  WisdomTree  Earnings 500 Index.  Unlike the other  Earnings  Indexes  which
weight companies based on aggregate earnings,  the Index is weighted by earnings
yield. A component  company's weight in the Index at the Index  measurement date
is determined by its earnings yield.  Earnings yield is calculated by dividing a
company's trailing 12 months earnings

                                       18



by its  market  capitalization.  This  amount is then  divided by the sum of all
earnings  yields  for  all the  component  companies  in the  Index.  For  these
purposes,  "earnings" are determined  using a company's  "Core  Earnings."  Core
Earnings  is a  standardized  calculation  of earnings  developed  by Standard &
Poor's that is designed to include expenses, incomes and activities that reflect
the actual  profitability of a company's ongoing operations.  The Index includes
primarily large-capitalization securities.

WisdomTree Low P/E Index

Number of Components: approximately 700

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

WisdomTree India Earnings Index

Number of Components: approximately 150

The  WisdomTree  India  Earnings  Index is a  fundamentally  weighted index that
measures the  performance  of profitable  companies  incorporated  and traded in
India that are  eligible  to be  purchased  by foreign  investors  and that meet
specific other criteria developed by WisdomTree Investments.  The Index consists
of companies  that: (i) are  incorporated  in India,  (ii) are listed on a major
stock exchange in India, (iii) have generated at least $5 million in earnings in
their  fiscal  year  prior to the  Index  measurement  date,  (iv) have a market
capitalization  of at least $200 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,  (vi) have traded at least 250,000 shares
per month for each of the six months prior to the index  measurement  date,  and
(vii) 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 earnings in their
fiscal year prior to the Index measurement date adjusted for a factor that takes
into account shares  available to foreign  investors.  "Earnings" are determined
using a company's reported net income. Only common stocks and holding companies,
including  real estate  holding  companies,  are eligible  for  inclusion in the
Index.   The  Index  includes   large-capitalization,   mid-capitalization   and
small-capitalization securities.

WISDOMTREE INTERNATIONAL DIVIDEND INDEXES

WisdomTree DEFA Index

Number of Components: approximately 2390

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

                                       19



WisdomTree DEFA High-Yielding Equity Index

Number of Components: approximately 690

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

WisdomTree Europe Dividend Index

Number of Components: approximately 1160

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

WisdomTree Europe High-Yielding Equity Index

Number of Components: approximately 330

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

WisdomTree Europe SmallCap Dividend Index

Number of Components: approximately 520

Index  Description.  The WisdomTree  Europe SmallCap Dividend Index measures the
performance of  small-capitalization  companies  incorporated  in Western Europe
that pay regular cash  dividends  on shares of common  stock and meet  specified
requirements  as of the Index  measurement  date.  The Index is created by first
removing from the  WisdomTree  Europe  Dividend Index the 300 companies with the
highest market capitalizations as of the Index measurement date. Those companies
that  comprise the bottom 25% of the  remaining  market  capitalization  of this
group are included in the WisdomTree Europe SmallCap  Dividend Index.  Companies
are  weighted  in the Index  based on regular  cash  dividends  paid.  The Index
includes  primarily  small-capitalization  securities.  In this  sense,  it is a
dividend-weighted  small-cap  index for the  dividend-paying  segment of Western
Europe.

WisdomTree Japan Dividend Index

Number of Components: approximately 820

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

                                       20



WisdomTree Japan High-Yielding Equity Index

Number of Components: approximately 240

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

WisdomTree Japan SmallCap Dividend Index

Number of Components: approximately 520

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

WisdomTree Pacific ex-Japan Dividend Index

Number of Components: approximately 411

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

WisdomTree Pacific ex-Japan High-Yielding Equity Index

Number of Components: approximately 110

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

WisdomTree International LargeCap Dividend Index

Number of Components: approximately 300

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

WisdomTree International Dividend Top 100 Index

Number of Components: approximately 100

Index Description.  The WisdomTree International Dividend Top 100 Index measures
the performance of the 100 highest dividend-yielding  companies from Europe, Far
East Asia and Australasia. The Index is created by selecting

                                       21



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

WisdomTree International MidCap Dividend Index

Number of Components: approximately 690

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

WisdomTree International SmallCap Dividend Index

Number of Components: approximately 1400

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

WisdomTree Emerging Markets High-Yielding Equity Index

Number of Components: approximately 220

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

WisdomTree Emerging Markets SmallCap Dividend Index

Number of Components: approximately 395

Index Description.  The WisdomTree Emerging Markets SmallCap Dividend Index is a
fundamentally  weighted index that measures the  performance of primarily  small
cap  stocks  selected  from the  WisdomTree  Emerging  Markets  Dividend  Index.
Companies  included  in the Index fall  within  the  bottom 10% of total  market
capitalization  of the  WisdomTree  Emerging  Markets  Dividend  Index as of the
annual 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 Argentina,  Brazil, Chile, China, Czech Republic,  Hungary, India, Indonesia,
Israel,  Malaysia,  Mexico,  Philippines,  Poland,  Russia,  South Africa, South
Korea, Taiwan, Thailand or Turkey.  Companies must have paid at least $5 million
in cash  dividends  on their  common  stock in the 12  months  prior to the most
recent  Index  measurement  date.  Companies  are weighted in the Index based on
regular  cash  dividends   paid.  The  Index  is  composed  of  primarily  small
capitalization stocks.

                                       22



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 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 ranked by market  capitalization  and the
100 largest  companies by market  capitalization  are  selected  for  inclusion.
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. 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 INTERNATIONAL SECTOR INDEXES

WisdomTree International Basic Materials Sector Index

Number of Components: approximately 180

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

WisdomTree International Communications Sector Index

Number of Components: approximately 150

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

WisdomTree International Consumer Discretionary Sector Index

Number of Components: approximately 425

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

                                       23



WisdomTree International Consumer Staples Sector Index

Number of Components: approximately 375

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

WisdomTree International Energy Sector Index

Number of Components: approximately 60

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

WisdomTree International Financial Sector Index

Number of Components: approximately 450

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

WisdomTree International Health Care Sector Index

Number of Components: approximately 100

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

WisdomTree International Industrial Sector Index

Number of Components: approximately 560

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

                                       24



are  weighted  in the Index  based on regular  cash  dividends  paid.  The Index
includes the  following  types of  companies:  aerospace  and defense,  building
materials,  electronic  components and equipment,  engineering and construction,
hand and machine tools, machinery, metal fabrication,  packaging and containers,
shipbuilding,  transportation,  and  trucking and  leasing.  The Index  includes
large-capitalization, mid-capitalization and small-capitalization securities.

WisdomTree International Technology Sector Index

Number of Components: approximately 85

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

WisdomTree International Utilities Sector Index

Number of Components: approximately 70

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

WisdomTree International Real Estate Index

Number of Components: approximately 220

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

                                       25



                             INVESTMENT LIMITATIONS

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

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

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

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

      Senior Securities

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

      Borrowing

      Borrow money, except as permitted under the 1940 Act.

      Underwriting

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

      Concentration

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

      Real Estate

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

      Commodities

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

      Loans

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

                                       26



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

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

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

                               CONTINUOUS OFFERING

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

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

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

                                       27



                             MANAGEMENT OF THE TRUST

Trustees and Officers

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

The  address of each  Trustee and Officer is c/o  WisdomTree  Asset  Management,
Inc., 380 Madison Avenue, 21st Floor, New York, NY 10017.

Interested Trustee and Officers



                                                                                                Number of
                                         Term of                                               Portfolios
                                         office                                                 in Fund          Other
                                           and                                                  Complex      Directorships
                                         Length                                                 Overseen        Held by
                                         of Time         Principal Occupation(s) During        by Trustee     Trustee and
Name (year of birth)     Position        Served                 the Past 5 Years              and Officers      Officers
--------------------   -------------   -----------   --------------------------------------   ------------   -------------
                                                                                              
Jonathan Steinberg     Trustee,        Trustee       Chief Executive Officer of WisdomTree         49            None.
(1964)                 President*      and officer   Investments, Inc. (formerly, Index
                                       since         Development Partners, Inc.) and
                                       2005          Director of WisdomTree Investments,
                                                     Inc. since 1989.

Amit Muni              Treasurer*,     Officer       Chief Financial Officer of WisdomTree         49            None.
(1969)                 Assistant       since         Investments, Inc. since March 2008;
                       Secretary*      2008          International Securities Exchange
                                                     Holdings, Inc. (ISE), Controller and
                                                     Chief Accounting Officer, from 2003 to
                                                     2008; Instinet Group Inc., Vice
                                                     President Finance, from 2000 to 2003.

Richard Morris         Secretary*,     Officer       Deputy General Counsel of WisdomTree          49            None.
(1967)                 Chief Legal     since         Investments, Inc. since 2005; Senior
                       Officer*        2005          Counsel at Barclays Global Investors,
                                                     N.A. from 2002 to 2005; Counsel at
                                                     Barclays Global Investors, N.A. from
                                                     2000 to 2001.


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

                                       28



Independent Trustees



                                         Term of                                               Number of
                                          office                                               Portfolios
                                           and                                                  in Fund          Other
                                          Length                                                 Complex     Directorships
                                         of Time         Principal Occupation(s) During         Overseen        Held by
Name (year of birth)      Position        Served                the Past 5 Years               by Trustee       Trustee
--------------------   -------------   -----------   --------------------------------------   ------------   -------------
                                                                                              
Gregory Barton         Trustee         Trustee       General Counsel of Martha Stewart             49            None.
(1961)*                                since         Living Omnimedia, Inc. Since 2007;
                                       2006          Executive Vice President of Licensing
                                                     and Legal Affairs, General Counsel and
                                                     Secretary of Ziff Davis Media Inc.
                                                     2003 to 2007; Executive Vice President
                                                     of Legal Affairs, General Counsel and
                                                     Secretary of Ziff Davis Media Inc.
                                                     from 2002 to 2003; President (2001 to
                                                     2002), Chief Financial Officer (2000
                                                     to 2002), Vice President of Business
                                                     Development (1999 to 2001) and General
                                                     Counsel and Secretary (1998 to 2002)
                                                     of WisdomTree Investments, Inc.
                                                     (formerly, Index Development Partners,
                                                     Inc.)

Toni Massaro           Trustee         Trustee       Dean at University of Arizona James E.        49            None.
(1955)**                               since         Rogers College of Law since 1999;
                                       2006          Professor at University of Arizona
                                                     James E. Rogers College of Law since
                                                     1990.

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


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

**    Chair of the Governance and Nominating Committee.

                                       29



The  following  table sets forth,  as of December  31, 2006 the dollar  range of
equity securities  beneficially  owned by each Trustee in the Funds and in other
registered  investment  companies overseen by the Trustee within the same family
of investment companies as the Trust.



                                                  Aggregate Dollar Range of Equity Securities
                                                    in All Registered Investment Companies
                        Dollar Range of Equity         Overseen by Trustee in Family of
Name of Trustee         Securities in the Funds              Investment Companies
----------------------  -----------------------   -------------------------------------------
                                            
Interested Trustee:
Jonathan Steinberg           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, 2006 none of the Trustees who are not interested  persons (as
defined  in the  1940  Act)  of the  Trust  ("Independent  Trustees")  or  their
immediate  family  members  owned  beneficially  or of record any  securities of
WisdomTree Asset  Management,  the Sub-Adviser,  the Distributor,  or any person
controlling,  controlled by or under control with WisdomTree  Asset  Management,
the Sub-Adviser or the Distributor.

The Board of  Trustees  of the Trust met six times  during the fiscal year ended
March 31, 2007.

Committees of the Board of Trustees

Audit  Committee.  Each  Independent  Trustee is a member of the  Trust's  Audit
Committee (the "Audit Committee").  The principal  responsibilities of the Audit
Committee  are  the  appointment,  compensation  and  oversight  of the  Trust's
independent  auditors,  including  the  resolution  of  disagreements  regarding
financial reporting between Trust management and such independent auditors.  The
Audit Committee's  responsibilities  include, without limitation, to (i) oversee
the accounting and financial  reporting  processes of the Trust and its internal
control over financial  reporting and, as the Committee  deems  appropriate,  to
inquire  into  the  internal   control  over  financial   reporting  of  certain
third-party  service  providers;  (ii) oversee the quality and  integrity of the
Funds' financial  statements and the independent audits thereof;  (iii) oversee,
or, as appropriate, assist Board oversight of, the Trust's compliance with legal
and regulatory  requirements that relate to the Trust's accounting and financial
reporting,  internal  control over financial  reporting and independent  audits;
(iv) approve prior to  appointment  the  engagement  of the Trust's  independent
auditors   and,  in   connection   therewith,   to  review  and   evaluate   the
qualifications,   independence  and  performance  of  the  Trust's   independent
auditors; and (vi) act as a liaison between the Trust's independent auditors and
the full  Board.  The Board of the Trust has  adopted a written  charter for the
Audit Committee.  The Audit Committee has retained  independent legal counsel to
assist it in connection  with these  duties.  During the fiscal year ended March
31, 2007, the Audit Committee held one meeting.

Governance and Nominating  Committee.  Each Independent Trustee is also a member
of  the   Trust's   Governance   and   Nominating   Committee.   The   principal
responsibilities  of the Governance and Nominating  Committee are to (i) oversee
Fund  governance  matters and (ii)  identify  individuals  qualified to serve as
Independent   Trustees  of  the  Trust  and  to   recommend   its  nominees  for
consideration by the full Board.  While the Governance and Nominating  Committee
is  solely   responsible  for  the  selection  and  nomination  of  the  Trust's
Independent Trustees,  the Nominating Committee may consider nominations for the
office  of  Trustee  made by Trust  stockholders  as it deems  appropriate.  The
Governance  and  Nominating   Committee   considers   nominees   recommended  by
shareholders if such nominees are submitted in accordance with Rule 14a-8 of the
Securities  Exchange  Act of  1934  (the  "1934  Act"),  in  conjunction  with a
shareholder meeting to consider the election of Trustees. Trust stockholders who
wish to  recommend a nominee  should send  nominations  to the  Secretary of the
Trust that include biographical  information and set forth the qualifications of
the  proposed  nominee.  During  the  fiscal  year  ended  March 31,  2007,  the
Nominating Committee held one meeting.

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,

                                       30



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

Approval of Investment Advisory Agreement.  The Trust and the Investment Adviser
have entered into an investment  advisory  agreement  covering each Fund, except
the India  Earnings  Fund and the Middle East Dividend  Fund.  The Trust and the
Investment  Advisor have entered into  separate  agreements  with respect to the
India Earnings Fund and the Middle East Dividend Fund. Each such Agreement is an
"Advisory  Agreement."  At meetings  held on February  21, 2006 with  respect to
certain Domestic Dividend Funds and certain International Dividend Funds, May 3,
2006 with respect to certain  International  Dividend  Funds,  May 25, 2006 with
respect to certain  Domestic  Dividend Funds and  International  Dividend Funds,
June 12, 2006 and  December  4, 2006 with  respect to the  International  Sector
Funds,  December 4, 2006 with respect to the Earnings Funds,  June 11, 2007 with
respect to the Emerging Markets  High-Yielding  Equity Fund,  September 17, 2007
with respect to Emerging Markets SmallCap  Dividend Fund,  December 3, 2007 with
respect to India  Earnings  Fund,  and June 10, 2008 with  respect to the Middle
East  Dividend  Fund.  The  Board  of  Trustees,  including  a  majority  of the
Independent   Trustees,   approved  the  respective   Advisory  Agreements  with
WisdomTree  Asset  Management  ("WTAM") for each Fund. In approving the Advisory
Agreements  with WTAM,  the Board  reviewed  and  analyzed the factors it deemed
relevant,  including:  (i) the nature,  quality and extent of the services to be
provided  to the Funds by WTAM;  (ii) WTAM's  personnel  and  operations;  (iii)
WTAM's financial  condition;  (iv) the level and method of computing each Fund's
advisory  fee;  (v) the  anticipated  profitability  of WTAM under the  Advisory
Agreement;  (vi) "fall-out" benefits to WTAM and its affiliates (i.e., ancillary
benefits that may be realized by WTAM or its affiliates from WTAM's relationship
with the Funds);  (vii) the anticipated effect of growth and size on each Fund's
performance and expenses; and (viii) possible conflicts of interest.

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

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

The Board also approved the  Sub-Advisory  Agreement with the sub-adviser to the
Funds, BNY Investment Advisors ("BNYIA"), using essentially the same criteria it
used for  WTAM.  The  Board  considered  BNYIA's  operational  capabilities  and
resources and BNYIA's  experience in serving as an adviser to ETFs,  noting that
BNYIA currently provides  investment  advisory and management  services to other
ETFs.  The Board also evaluated the  performance of comparable  funds managed by
BNYIA in comparison to a peer group,  and the expertise and  performance  of the
BNYIA  personnel.  The  Board  also  noted  that  Bank of New York  ("BNY"),  an
affiliate  of  BNYIA,  is  proposed  to  serve  as  the  Funds'   administrator,
accountant,  custodian  and  transfer  agent and will receive  compensation  for
acting in these  capacities  and will be  responsible  for,  among other things,
coordinating the Funds' audits,  financial statements and tax returns,  managing
expenses and budgeting for the Funds,  processing  trades on behalf of each Fund
and  custodying  Fund assets.  As such,  the Board  concluded  that the benefits
accruing

                                       31



to BNYIA and its  affiliates  by virtue of their  relationship  to the Trust are
reasonable and fair in comparison  with the  anticipated  costs of providing the
relevant  services.  The Board noted that WTAM, not the Funds,  pays the fees to
BNYIA under the Sub-Advisory Agreement.

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

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

Each  Independent  Trustee receives annual  compensation of $110,000.  The Audit
Committee  Chairman will be paid an additional 10% and the Independent  Chairman
of the Board  will be paid an  additional  50% of this  amount.  The Trust  also
reimburses each Trustee for travel and other out-of-pocket  expenses incurred by
him/her in connection  with attending  meetings.  Prior to December  2007,  each
Independent  Trustee received  $40,000  annually.  The Audit Committee  Chairman
received an additional 10% and the Independent  Chairman  received an additional
50% of this amount.

The  following  table  sets forth the fees paid to each  Trustee  for the fiscal
year-ended March 31, 2007.



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




                                                            Pension or Retirement
                                           Aggregate         Benefits Accrued As       Estimated Annual     Total Compensation
        Name of Independent               Compensation         Part of Company           Benefits upon      From the Funds and
              Trustee                    from the Trust           Expenses                Retirement           Fund Complex
------------------------------------     --------------     ---------------------      ----------------     ------------------
                                                                                                
Gregory Barton                              $44,000                 None                     None                $44,000
Toni Massaro                                $40,000                 None                     None                $40,000
Victor Ugolyn                               $60,000                 None                     None                $60,000


Trustees  and officers of the Trust  collectively  owned less than 1% of each of
the Trust's outstanding shares as of June 30, 2007.

Control Persons and Principal Holders of Securities.

Although the Trust does not have information concerning the beneficial ownership
of shares  held in the names of  Depository  Trust  Company  participants  ("DTC
Participants"),  as of June 30, 2007, the name and percentage  ownership of each
DTC Participant  that owned of record 5% or more of the outstanding  shares of a
Fund is set forth in the table below:

                                                                  Percentage of
Fund Name                                                           Ownership
-----------------------------------------------                   -------------
WisdomTree Total Dividend Fund
NFS LLC                                                               23.68%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                        15.95%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

PERSHING                                                               9.81%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

                                       32



                                                                  Percentage of
Fund Name                                                           Ownership
-----------------------------------------------                   -------------
CITIGROUP                                                              8.53%
333 W. 34TH STREET
NEW YORK NY 10001

MERRILL LYNCH                                                          5.44%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302
-------------------------------------------------------------------------------

WisdomTree High-Yielding Equity Fund
CHARLES SCHWAB                                                        21.10%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

MSDW INC.                                                             17.29%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

SWISS AME                                                              9.16%
12 EAST 49TH STREET
41ST FLOOR
NEW YORK NY 10017

NFS LLC                                                                8.25%
200 LIBERTY STREET
NEW YORK CITY NY 10281

MERRILL LYNCH                                                          7.34%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

PERSHING                                                               7.02%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

FIRST CLEAR                                                            6.59%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

CITIGROUP                                                              5.51%
333 W. 34TH STREET
NEW YORK NY 10001
-------------------------------------------------------------------------------

WisdomTree DEFA(SM) Fund
FIRST CLEAR                                                           18.57%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

CHARLES SCHWAB                                                        15.33%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

NFS LLC                                                               12.10%
200 LIBERTY STREET
NEW YORK CITY NY 10281

MERRILL LYNCH                                                          9.77%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

PERSHING                                                               8.39%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

                                       33



                                                                  Percentage of
Fund Name                                                           Ownership
-----------------------------------------------                   -------------
AMERITRADE                                                             5.98%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717
-------------------------------------------------------------------------------

WisdomTree DEFA(SM) High-Yielding Equity Fund
CHARLES SCHWAB                                                        24.24%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

MERRILL LYNCH                                                         13.04%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

NFS LLC                                                                7.62%
200 LIBERTY STREET
NEW YORK CITY NY 10281

PERSHING                                                               7.18%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

MSDW INC.                                                              6.16%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

FIRST CLEAR                                                            5.73%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

CITIGROUP                                                              5.42%
333 W. 34TH STREET
NEW YORK NY 10001
-------------------------------------------------------------------------------

WisdomTree Pacific ex-Japan High Yielding Equity Fund
NFS LLC                                                               18.90%
200 LIBERTY STREET
NEW YORK CITY NY 10281

GOLDMAN SKPG                                                          16.00%
30 HUDSON STREET
JERSEY CITY NJ 07302

CHARLES SCHWAB                                                        11.31%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

MERRILL LYNCH                                                          8.29%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

AMERITRADE                                                             6.72%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

PERSHING                                                               5.82%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

FIRST CLEAR                                                            5.67%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060
-------------------------------------------------------------------------------

                                       34



                                                                  Percentage of
Fund Name                                                           Ownership
-----------------------------------------------                   -------------
WisdomTree Pacific ex-Japan Total Dividend Fund
GOLDMAN SKPG                                                          20.51%
30 HUDSON STREET
JERSEY CITY NJ 07302

NFS LLC                                                               11.19%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                        10.77%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

CITIGROUP                                                              9.09%
333 W. 34TH STREET
NEW YORK NY 10001

FISERV TR                                                              5.49%
717 - 17TH STREET
SUITE 2600
DENVER CO 80202

AMERITRADE                                                             5.29%
C/O ADP PROXY SERVICES
51 MERCEDES WA
EDGEWOOD NY 11717
-------------------------------------------------------------------------------

WisdomTree Europe Total Dividend Fund
MERRILL LYNCH                                                         20.62%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

MERRIL                                                                 9.12%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

NFS LLC                                                                8.16%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                         7.80%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

CITIGROUP                                                              6.65%
333 W. 34TH STREET
NEW YORK NY 10001

MSDW INC.                                                              6.04%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

JP MORGAN CHASE BANK NA                                                5.66%
PROXY SERVICES
14201 DALLAS PKWAY
DALLAS, TX 75254
-------------------------------------------------------------------------------

                                       35



                                                                  Percentage of
Fund Name                                                           Ownership
-----------------------------------------------                   -------------
WisdomTree Europe High-Yielding Equity Fund
MERRILL LYNCH                                                         15.93%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

NFS LLC                                                               11.93%
200 LIBERTY STREET
NEW YORK CITY NY 10281

PERSHING                                                               9.59%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

MSDW INC.                                                              8.46%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

CHARLES SCHWAB                                                         8.30%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

FIRST CLEAR                                                            7.54%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

CITIGROUP                                                              6.76%
333 W. 34TH STREET
NEW YORK NY 10001

AMERITRADE                                                             4.82%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717
-------------------------------------------------------------------------------

WisdomTree Europe SmallCap Dividend Fund
NFS LLC                                                               17.35%
200 LIBERTY STREET
NEW YORK CITY NY 10281

GOLDMAN SKPG                                                          16.54%
30 HUDSON STREET
JERSEY CITY NJ 07302

CHARLES SCHWAB                                                        10.22%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

AMERITRADE                                                             6.43%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

FIRST CLEAR                                                            6.15%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060
-------------------------------------------------------------------------------

                                       36



                                                                  Percentage of
Fund Name                                                           Ownership
-----------------------------------------------                   -------------
WisdomTree Japan Total Dividend Fund
GOLDMAN SKPG                                                          16.33%
30 HUDSON STREET
JERSEY CITY NJ 07302

GOLDMAN                                                               15.56%
30 HUDSON STREET
JERSEY CITY NJ 07302

MSDW INC.                                                             10.67%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

MERRILL LYNCH                                                          9.86%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

NFS LLC                                                                7.62%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CITIGROUP                                                              7.38%
333 W. 34TH STREET
NEW YORK NY 10001

CHARLES SCHWAB                                                         6.07%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105
-------------------------------------------------------------------------------

WisdomTree Japan High-Yielding Equity Fund
GOLDMAN SKPG                                                          26.42%
30 HUDSON STREET
JERSEY CITY NJ 07302

NFS LLC                                                               10.52%
200 LIBERTY STREET
NEW YORK CITY NY 10281

FISERV TR                                                             10.29%
717 - 17TH STREET
SUITE 2600
DENVER CO 80202

FIRST CLEAR                                                            7.11%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

MERRILL LYNCH                                                          7.01%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

CHARLES SCHWAB                                                         6.78%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

PERSHING                                                               5.14%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399
-------------------------------------------------------------------------------

                                       37



                                                                  Percentage of
Fund Name                                                           Ownership
---------------------------------------------------------------   -------------
WisdomTree Japan SmallCap Dividend Fund
MERRILL LYNCH                                                         30.34%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

GOLDMAN SKPG                                                          14.15%
30 HUDSON STREET
JERSEY CITY NJ 07302

CHARLES SCHWAB                                                        10.96%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

NFS LLC                                                                5.93%
200 LIBERTY STREET
NEW YORK CITY NY 10281

UBS FINANCIAL                                                          5.77%
1200 HARBOR BLVD
WEEHAWKEN NJ 07086
--------------------------------------------------------------------------------

WisdomTree Dividend Top 100 Fund
CHARLES SCHWAB                                                        21.48%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

NFS LLC                                                               14.65%
200 LIBERTY STREET
NEW YORK CITY NY 10281

MERRILL LYNCH                                                          8.64%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

PERSHING                                                               7.46%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

CITIGROUP                                                              7.43%
333 W. 34TH STREET
NEW YORK NY 10001

FIRST CLEAR                                                            7.27%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

MSDW INC.                                                              5.98%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717
--------------------------------------------------------------------------------

WisdomTree LargeCap Dividend Fund
CHARLES SCHWAB                                                        44.52%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

NORTHRN TRUST                                                          8.04%
801 S. CANAL C-IN
CHICAGO, IL 60607
--------------------------------------------------------------------------------

                                       38



                                                                  Percentage of
Fund Name                                                           Ownership
---------------------------------------------------------------   -------------
WisdomTree MidCap Dividend Fund
CHARLES SCHWAB                                                        23.34%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

CITIGROUP                                                             11.37%
333 W. 34TH STREET
NEW YORK NY 10001

NFS LLC                                                                8.86%
200 LIBERTY STREET
NEW YORK CITY NY 10281

PERSHING                                                               8.59%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

MERRILL LYNCH                                                          6.99%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

MSDW INC.                                                              5.32%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

FIRST CLEAR                                                            5.26%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

UBS FINANCIAL                                                          5.16%
1200 HARBOR BLVD
WEEHAWKEN NJ 07086
--------------------------------------------------------------------------------

WisdomTree SmallCap Dividend Fund
CHARLES SCHWAB                                                        23.95%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

NFS LLC                                                               10.61%
200 LIBERTY STREET
NEW YORK CITY NY 10281

MERRILL LYNCH                                                         10.36%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

PERSHING                                                               8.38%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

CITIGROUP                                                              8.10%
333 W. 34TH STREET
NEW YORK NY 10001

FIRST CLEAR                                                            6.43%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060
--------------------------------------------------------------------------------

                                       39



                                                                  Percentage of
Fund Name                                                           Ownership
---------------------------------------------------------------   -------------
WisdomTree International LargeCap Dividend Fund
MERRILL LYNCH                                                         11.94%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

NFS LLC                                                               11.07%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                        10.81%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

WILMING TRUST                                                          9.70%
RODNEY SQUARE NORTH
1100 NORTH MARKET STREET
WILMINGTON DE 19890-2212

CITIGROUP                                                              8.55%
333 W. 34TH STREET
NEW YORK NY 10001
--------------------------------------------------------------------------------

WisdomTree International Dividend Top 100 Fund
CHARLES SCHWAB                                                        17.10%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

NFS LLC                                                               13.11%
200 LIBERTY STREET
NEW YORK CITY NY 10281

MERRILL LYNCH                                                          9.11%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

PERSHING                                                               9.00%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

FIRST CLEAR                                                            8.64%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

CITIGROUP                                                              7.41%
333 W. 34TH STREET
NEW YORK NY 10001
--------------------------------------------------------------------------------

WisdomTree International MidCap Dividend Fund
FIRST CLEAR                                                           26.23%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

CHARLES SCHWAB                                                        18.72%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

NFS LLC                                                               12.49%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CITIGROUP                                                             10.86%
333 W. 34TH STREET
NEW YORK NY 10001
--------------------------------------------------------------------------------

                                       40



                                                                  Percentage of
Fund Name                                                           Ownership
---------------------------------------------------------------   -------------
WisdomTree International SmallCap Dividend Fund
FIRST CLEAR                                                           17.97%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

CHARLES SCHWAB                                                        17.13%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

NFS LLC                                                               12.94%
200 LIBERTY STREET
NEW YORK CITY NY 10281

PERSHING                                                               8.10%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

FIDELITY TRUST                                                         6.83%
82 DEVONSHIRE ST.
BOSTON, MA 02109

AMERITRADE                                                             5.47%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717
--------------------------------------------------------------------------------

WisdomTree International Basic Materials Sector Fund
NFS LLC                                                               27.20%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                        17.99%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

AMERITRADE                                                            11.93%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

PERSHING                                                               5.82%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

CITIGROUP                                                              5.63%
333 W. 34TH STREET
NEW YORK NY 10001
--------------------------------------------------------------------------------

WisdomTree International Communications Sector Fund
GOLDMAN SKPG                                                          43.30%
30 HUDSON STREET
JERSEY CITY NJ 07302

MERRILL LYNCH                                                         19.72%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

NFS LLC                                                                7.72%
200 LIBERTY STREET
NEW YORK CITY NY 10281
--------------------------------------------------------------------------------

                                       41



                                                                  Percentage of
Fund Name                                                           Ownership
---------------------------------------------------------------   -------------
WisdomTree International Consumer Discretionary Sector Fund
MERRIL                                                                42.39%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

MERRILL LYNCH                                                         13.25%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

NFS LLC                                                                7.86%
200 LIBERTY STREET
NEW YORK CITY NY 10281

BEAR STEARNS                                                           7.55%
ONE METROTECH CENTER NORTH
4TH FLOOR
BROOKLYN NY 11201-3862

AM ENT SV                                                              6.48%
2178 AXP FINANCIAL CENTER
MINNEAPOLIS MN 55474

CHARLES SCHWAB                                                         5.34%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105
--------------------------------------------------------------------------------

WisdomTree International Consumer Staples Sector Fund
PERSHING                                                              43.02%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

MERRILL LYNCH                                                         22.63%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

NFS LLC                                                                6.56%
200 LIBERTY STREET
NEW YORK CITY NY 10281
--------------------------------------------------------------------------------

WisdomTree International Energy Sector Fund
MERRILL LYNCH                                                         19.49%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

NFS LLC                                                               16.00%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                        15.22%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

AMERITRADE                                                            13.37%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717
--------------------------------------------------------------------------------

                                       42



                                                                  Percentage of
Fund Name                                                           Ownership
---------------------------------------------------------------   -------------
WisdomTree International Financial Sector Fund
GOLDMAN SKPG                                                          57.46%
30 HUDSON STREET
JERSEY CITY NJ 07302

CIBC WORLD                                                             5.72%
161 BAY ST. 10TH FL.
TORONTO, ON M5J258

NFS LLC                                                                5.57%
200 LIBERTY STREET
NEW YORK CITY NY 10281
--------------------------------------------------------------------------------

WisdomTree International Industrial Sector Fund
GOLDMAN SKPG                                                          28.37%
30 HUDSON STREET
JERSEY CITY NJ 07302

MSDW INC.                                                             19.91%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

NFS LLC                                                               14.74%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                         8.23%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

MERRILL LYNCH                                                          6.01%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

AMERITRADE                                                             5.94%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717
--------------------------------------------------------------------------------

WisdomTree International Technology Sector Fund
CITIGROUP                                                             40.91%
333 W. 34TH STREET
NEW YORK NY 10001

GOLDMAN SKPG                                                          25.73%
30 HUDSON STREET
JERSEY CITY NJ 07302

MERRILL LYNCH                                                         13.27%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

NFS LLC                                                                5.20%
200 LIBERTY STREET
NEW YORK CITY NY 10281
--------------------------------------------------------------------------------

                                       43



                                                                  Percentage of
Fund Name                                                           Ownership
---------------------------------------------------------------   -------------
WisdomTree International Utilities Sector Fund
GOLDMAN SKPG                                                          12.83%
30 HUDSON STREET
JERSEY CITY NJ 07302

NFS LLC                                                               12.05%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                        11.92%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

AMERITRADE                                                            10.56%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

CITIGROUP                                                             10.48%
333 W. 34TH STREET
NEW YORK NY 10001

MERRILL LYNCH                                                          7.15%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

UBS FINANCIAL                                                          7.07%
1200 HARBOR BLVD
WEEHAWKEN NJ 07086

PERSHING                                                               7.02%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

AM ENT SV                                                              5.84%
2178 AXP FINANCIAL CENTER
MINNEAPOLIS MN 55474
--------------------------------------------------------------------------------

WisdomTree International Health Care Sector Fund
PERSHING                                                              41.03%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

GOLDMAN SKPG                                                          20.41%
30 HUDSON STREET
JERSEY CITY NJ 07302

NFS LLC                                                                6.87%
200 LIBERTY STREET
NEW YORK CITY NY 10281

MERRILL LYNCH                                                          5.39%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302
--------------------------------------------------------------------------------

                                       44



                                                                  Percentage of
Fund Name                                                           Ownership
---------------------------------------------------------------   --------------
WisdomTree Total Earnings Fund
TIMBER HIL                                                            41.80%
1 PICKWICK PLAZA
GREENWICH CT 06830

PERSHING                                                              29.91%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

NFS LLC                                                                8.39%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                         5.27%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105
--------------------------------------------------------------------------------

WisdomTree Earnings 500 Fund
GOLDMAN                                                               40.85%
30 HUDSON STREET
JERSEY CITY NJ 07302

NFS LLC                                                               14.06%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                         9.10%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

PERSHING                                                               6.88%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

FIRST CLEAR                                                            6.15%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060
--------------------------------------------------------------------------------

WisdomTree MidCap Earnings Fund
CHARLES SCHWAB                                                        21.49%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

NFS LLC                                                               21.02%
200 LIBERTY STREET
NEW YORK CITY NY 10281

FIRST CLEAR                                                           17.58%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

MERRILL LYNCH                                                         10.89%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302

PERSHING                                                               7.20%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

CITIGROUP                                                              5.00%
333 W. 34TH STREET
NEW YORK NY 10001
--------------------------------------------------------------------------------

                                       45



                                                                  Percentage of
Fund Name                                                           Ownership
---------------------------------------------------------------   --------------
WisdomTree SmallCap Earnings Fund
NFS LLC                                                               21.63%
200 LIBERTY STREET
NEW YORK CITY NY 10281

PERSHING                                                              10.97%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

CHARLES SCHWAB                                                        10.52%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

SEI PRIVAT                                                             9.32%
ONE FREEDOM VALLEY DRIVE
OAKS PA 19456

GOLDMAN SACHS                                                          8.17%
30 HUDSON STREET
JERSEY CITY NJ 07302

AMERITRADE                                                             6.63%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

FIRST CLEAR                                                            5.90%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060

BEAR STEARNS                                                           5.46%
ONE METROTECH CENTER NORTH
4TH FLOOR
BROOKLYN NY 11201-3862
--------------------------------------------------------------------------------

WisdomTree Earnings Top 100 Fund
TIMBER HIL                                                            30.07%
1 PICKWICK PLAZA
GREENWICH CT 06830

PERSHING                                                              12.80%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

AMERITRADE                                                            12.08%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

NFS LLC                                                                9.68%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                         8.26%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105
--------------------------------------------------------------------------------

                                       46



                                                                  Percentage of
Fund Name                                                           Ownership
---------------------------------------------------------------   --------------
WisdomTree Low P/E Fund
TIMBER HIL                                                            14.76%
1 PICKWICK PLAZA
GREENWICH CT 06830

PERSHING                                                              13.61%
SECURITIES CORPORATION
1 PERSHING PLAZA
JERSEY CITY NJ 07399

NFS LLC                                                               12.32%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHARLES SCHWAB                                                        11.78%
ATTN PROXY DEPARTMENT
211 MAIN STREET
SAN FRANCISCO CA 94105

AMERITRADE                                                            11.06%
C/O ADP PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD NY 11717

FIRST CLEAR                                                            7.33%
10700 WHEAT FIRST DRIVE
WS 1024
GLEN ALLEN VA 23060
--------------------------------------------------------------------------------

WisdomTree International Real Estate Fund
GOLDMAN LP
30 HUDSON STREET                                                      32.01%
JERSEY CITY NJ 07302

GOLDMAN                                                               15.10%
30 HUDSON STREET
JERSEY CITY NJ 07302

NFS LLC                                                               10.26%
200 LIBERTY STREET
NEW YORK CITY NY 10281

CHS SCHWAB                                                             8.92%
211 MAIN STREET
SAN FRANCISCO CA 94105

PERSHING                                                               8.32%
1 PERSHING PLAZA
JERSEY CITY NJ 07399

ML SFKPG                                                               5.14%
101 HUDSON ST 9TH FL
JERSEY CITY NJ 07302
--------------------------------------------------------------------------------
WisdomTree Emerging Markets High-Yielding Equity Fund*                  N/A
--------------------------------------------------------------------------------
WisdomTree Emerging Markets SmallCap Dividend Fund*                     N/A
--------------------------------------------------------------------------------
WisdomTree India Earnings Fund*                                         N/A
--------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund*                                   N/A
--------------------------------------------------------------------------------
----------
*     Information not available as of the date of this SAI.

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.

                                       47



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

Name of Fund                                                     Management Fee
--------------------------------------------------------------   --------------
WisdomTree Total Dividend Fund                                        0.28%
WisdomTree High-Yielding Equity Fund                                  0.38%
WisdomTree LargeCap Dividend Fund                                     0.28%
WisdomTree Dividend Top 100 Fund                                      0.38%
WisdomTree MidCap Dividend Fund                                       0.38%
WisdomTree SmallCap Dividend Fund                                     0.38%
WisdomTree Total Earnings Fund                                        0.28%
WisdomTree Earnings 500 Fund                                          0.28%
WisdomTree MidCap Earnings Fund                                       0.38%
WisdomTree SmallCap Earnings Fund                                     0.38%
WisdomTree Earnings Top 100 Fund                                      0.38%
WisdomTree Low P/E Fund                                               0.38%
WisdomTree DEFA Fund                                                  0.48%
WisdomTree DEFA High-Yielding Equity Fund                             0.58%
WisdomTree Europe Total Dividend Fund                                 0.48%
WisdomTree Europe High-Yielding Equity Fund                           0.58%
WisdomTree Europe SmallCap Dividend Fund                              0.58%
WisdomTree Japan Total Dividend Fund                                  0.48%
WisdomTree Japan High-Yielding Equity Fund                            0.58%
WisdomTree Japan SmallCap Dividend Fund                               0.58%
WisdomTree Pacific ex-Japan Total Dividend Fund                       0.48%
WisdomTree Pacific ex-Japan High-Yielding Equity Fund                 0.58%
WisdomTree International LargeCap Dividend Fund                       0.48%
WisdomTree International Dividend Top 100 Fund                        0.58%
WisdomTree International MidCap Dividend Fund                         0.58%
WisdomTree International SmallCap Dividend Fund                       0.58%
WisdomTree Emerging Markets High-Yielding Equity Fund                 0.63%
WisdomTree Emerging Markets SmallCap Dividend Fund                    0.63%
WisdomTree India Earnings Fund                                        0.68%
WisdomTree Middle East Dividend Fund                                  0.68%
WisdomTree International Basic Materials Sector Fund                  0.58%
WisdomTree International Communications Sector Fund                   0.58%
WisdomTree International Consumer Discretionary Sector Fund           0.58%
WisdomTree International Consumer Staples Sector Fund                 0.58%
WisdomTree International Energy Sector Fund                           0.58%
WisdomTree International Financial Sector Fund                        0.58%
WisdomTree International Health Care Sector Fund                      0.58%
WisdomTree International Industrial Sector Fund                       0.58%
WisdomTree International Technology Sector Fund                       0.58%
WisdomTree International Utilities Sector Fund                        0.58%
WisdomTree International Real Estate Fund                             0.58%

                                       48



With respect to each Fund (other than the WisdomTree India Earnings Fund and the
Middle East Dividend  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 India Earnings
Fund and the 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 the 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.

For the following periods, the Adviser received the following fees:

                                                                 Advisory Fee
                                                                 Period Ended
Name                                                             March 31, 2007
-------------------------------------------------------------   ---------------
WisdomTree Total Dividend Fund*                                     $ 113,719
WisdomTree High-Yielding Equity Fund*                               $ 295,809
WisdomTree DEFA Fund*                                               $ 199,673
WisdomTree DEFA High-Yielding Equity Fund*                          $ 317,496
WisdomTree Pacific ex-Japan High Yielding Equity Fund*              $ 160,899
WisdomTree Pacific ex-Japan Total Dividend Fund*                    $ 105,496
WisdomTree Europe Total Dividend Fund*                              $  67,833
WisdomTree Europe High-Yielding Equity Fund*                        $ 122,153
WisdomTree Europe SmallCap Dividend Fund*                           $ 221,137
WisdomTree Japan Total Dividend Fund*                               $ 103,330
WisdomTree Japan High-Yielding Equity Fund*                         $ 133,841
WisdomTree Japan SmallCap Dividend Fund*                            $ 128,531
WisdomTree Dividend Top 100 Fund*                                   $ 233,421
WisdomTree LargeCap Dividend Fund*                                  $ 326,902
WisdomTree MidCap Dividend Fund*                                    $ 103,769
WisdomTree SmallCap Dividend Fund*                                  $ 152,022
WisdomTree International LargeCap Dividend Fund*                    $ 156,254
WisdomTree International Dividend Top 100 Fund*                     $ 469,927
WisdomTree International MidCap Dividend Fund*                      $ 230,677
WisdomTree International SmallCap Dividend Fund*                    $ 398,322
WisdomTree International Basic Materials Sector Fund**              $  15,338
WisdomTree International Communications Sector Fund**               $  32,387
WisdomTree International Consumer Discretionary Sector Fund**       $  15,129
WisdomTree International Consumer Staples Sector Fund**             $  42,549
WisdomTree International Energy Sector Fund**                       $  41,504
WisdomTree International Financial Sector Fund**                    $  16,936
WisdomTree International Industrial Sector Fund**                   $  26,520
WisdomTree International Technology Sector Fund**                   $  13,947
WisdomTree International Utilities Sector Fund**                    $  46,704
WisdomTree International Health Care Sector Fund**                  $  41,870
WisdomTree Total Earnings Fund***                                   $   6,912
WisdomTree Earnings 500 Fund***                                     $   5,511
WisdomTree MidCap Earnings Fund***                                  $   1,867
WisdomTree SmallCap Earnings Fund***                                $   3,386
WisdomTree Earnings Top 100 Fund***                                 $   9,423
WisdomTree Low P/E Fund***                                          $   9,375
WisdomTree International Real Estate Fund****                             N/A
WisdomTree Emerging Markets High-Yielding Equity Fund****                 N/A
WisdomTree Emerging Markets SmallCap Dividend Fund****                    N/A
WisdomTree India Earnings Fund****                                        N/A
WisdomTree Middle East Dividend Fund****                                  N/A

----------
   *  For the period June 16, 2006 (commencement  of operations) through March
      31, 2007

  **  For the period October 13, 2006 (commencement of operations) through March
      31, 2007

 ***  For the period  February 23, 2007 (commencement of operations) through
      March 31, 2007

****  The Fund did not commence operations as of the end of the fiscal year

                                       49



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

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

Sub-Adviser.  BNY Investment Advisers, a separately identifiable division of The
Bank of New York  ("BNY")  and a  registered  investment  adviser  with  offices
located  at 1633  Broadway,  13th  floor,  New  York,  NY  10019,  serves as the
Sub-Adviser for each Fund. BNY began offering  investment  services in the 1830s
and as of June 30,  2007  managed  more than $142  billion  in  investments  for
institutions and individuals. BNY is a subsidiary of The Bank of New York Mellon
Corporation.  The  Sub-Adviser  chooses each Fund's  portfolio  investments  and
places orders to buy and sell the Fund's portfolio investments. WisdomTree Asset
Management pays the Sub-Adviser for providing sub-advisory services to the Funds
in accordance with the table set forth below.

      Sub-adviser's Fees for the Domestic Funds

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

            n     3 basis  points  (0.03%) of the first $2  billion in  combined
                  daily net assets of all Domestic Funds;

            n     2 basis  points  (0.02%) of the next $3  billion  in  combined
                  daily net assets of all Domestic Funds; and

            n     1.5 basis points  (0.015%) of the combined daily net assets of
                  all Domestic Funds in excess of $5 billion.

      Sub-adviser's Fees for the International Funds

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

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

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

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

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

                                       50



The Portfolio is sub-advised by BNY Investment Advisors. BNY Investment Advisors
does not receive any additional compensation for sub-advising the Portfolio.

For the following periods, the Sub-Adviser received the following fees:



                                                                        Sub-Advisory Fee
                                                                     Period Ended March 31,
Name                                                                          2007
-------------------------------------------------------------        ----------------------
                                                                  
WisdomTree Total Dividend Fund*                                             $  7,575
WisdomTree High-Yielding Equity Fund*                                       $ 17,145
WisdomTree DEFA(SM) Fund*                                                   $ 19,410
WisdomTree DEFA(SM) High-Yielding Equity Fund*                              $ 26,790
WisdomTree Pacific ex-Japan High Yielding Equity Fund*                      $ 14,521
WisdomTree Pacific ex-Japan Total Dividend Fund*                            $ 14,521
WisdomTree Europe Total Dividend Fund*                                      $ 14,521
WisdomTree Europe High-Yielding Equity Fund*                                $ 14,521
WisdomTree Europe SmallCap Dividend Fund*                                   $ 18,790
WisdomTree Japan Total Dividend Fund*                                       $ 14,521
WisdomTree Japan High-Yielding Equity Fund*                                 $ 14,521
WisdomTree Japan SmallCap Dividend Fund*                                    $ 14,521
WisdomTree Dividend Top 100 Fund*                                           $ 14,028
WisdomTree LargeCap Dividend Fund*                                          $ 23,512
WisdomTree MidCap Dividend Fund*                                            $  7,260
WisdomTree SmallCap Dividend Fund*                                          $  8,914
WisdomTree International LargeCap Dividend Fund*                            $ 14,521
WisdomTree International Dividend Top 100 Fund*                             $ 40,587
WisdomTree International MidCap Dividend Fund*                              $ 18,258
WisdomTree International SmallCap Dividend Fund*                            $ 36,444
WisdomTree International Basic Materials Sector Fund**                           N/A
WisdomTree International Communications Sector Fund**                            N/A
WisdomTree International Consumer Discretionary Sector Fund**                    N/A
WisdomTree International Consumer Staples Sector Fund**                          N/A
WisdomTree International Energy Sector Fund**                                    N/A
WisdomTree International Financial Sector Fund**                                 N/A
WisdomTree International Industrial Sector Fund**                                N/A
WisdomTree International Technology Sector Fund**                                N/A
WisdomTree International Utilities Sector Fund**                                 N/A
WisdomTree International Health Care Sector Fund**                               N/A
WisdomTree Total Earnings Fund**                                                 N/A
WisdomTree Earnings 500 Fund**                                                   N/A
WisdomTree MidCap Earnings Fund**                                                N/A
WisdomTree SmallCap Earnings Fund**                                              N/A
WisdomTree Earnings Top 100 Fund**                                               N/A
WisdomTree Low P/E Fund**                                                        N/A
WisdomTree International Real Estate Fund**                                      N/A
WisdomTree Emerging Markets High-Yielding Equity Fund**                          N/A
WisdomTree Emerging Markets SmallCap Dividend Fund**                             N/A
WisdomTree India Earnings Fund**                                                 N/A
WisdomTree Middle East Dividend Fund**                                           N/A


----------
 *    For the period June 16, 2006  (commencement  of operations)  through March
      31, 2007

**    The billing period commenced on April 15, 2007, accordingly,  no fees were
      paid for the period ended March 31, 2007

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

Portfolio  Managers.  Each  Fund is  managed  by the  Sub-Adviser's  Index  Fund
Management Division. The five most senior members are Kurt Zyla, Lloyd Buchanan,
Denise  Krisko,  Robert  McCormack and Todd Rose. Mr. Zyla manages the Division.
Mr. Zyla, a Managing Director of the Sub-Adviser, has supervised the Index Fund

                                       51



Management  Division since 1996. He joined the Sub-Adviser in 1989. Prior to his
current position, he was employed by the Sub-Adviser in a number of capacities.

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

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

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

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

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

Including  the  WisdomTree  portfolios,  as of June 30,  2007,  the  Index  Fund
Management  team  managed  73  other   registered   investment   companies  with
approximately  $8.4 billion in assets;  twenty-five  pooled investment  vehicles
with  approximately  $19.7 billion in assets and one hundred  seventy-one  other
accounts with approximately $39.9 billion in assets.

Portfolio Manager Fund Ownership

As of June 30, 2007,  the dollar range of securities  beneficially  owned by the
following Portfolio Managers in the Trust is as follows:

                                              Dollar Range of Securities
        Portfolio Manager                         Beneficially Owned
        --------------------                  --------------------------
        Kurt Zyla                                        None
        Lloyd Buchanan                                   None
        Denise Krisko                                    None
        Robert McCormack                                 None
        Todd Rose                                        None

Portfolio Manager Compensation

As  of  June  30,  2007,  the  Sub-Adviser's  Portfolio  Managers'  compensation
generally  consists  of base  salary,  bonus,  and various  long-term  incentive
compensation vehicles, if eligible. In addition, Portfolio Managers are eligible
for the standard  retirement  benefits and health and welfare benefits available
to all BNY employees. In the case of Portfolio Managers responsible for managing
the Funds and managed accounts,  the method used to determine their compensation
is the same for all Funds and investment  accounts.  A Portfolio  Manager's base
salary is determined by the manager's  experience  and  performance in the role,
taking into account the ongoing  compensation  benchmark  analyses  performed by
BNY's Human Resources Department. A Portfolio Manager's base salary is

                                       52



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

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

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

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

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

BNY serves as the  Portfolio's  custodian.  BNY does not receive any  additional
compensation for performing these services.

                                       53



For the following periods the Administrator received the following fees:



                                                                          Administration Fee
Name                                                                 Period Ended March 31, 2007
------------------------------------------------------------         ---------------------------
                                                                  
WisdomTree Total Dividend Fund*                                               $ 11,551
WisdomTree High-Yielding Equity Fund*                                         $ 22,767
WisdomTree DEFA(SM) Fund*                                                     $ 11,928
WisdomTree DEFA(SM) High-Yielding Equity Fund*                                $ 16,262
WisdomTree Pacific ex-Japan High Yielding Equity Fund*                        $  8,506
WisdomTree Pacific ex-Japan Total Dividend Fund*                              $  7,025
WisdomTree Europe Total Dividend Fund*                                        $  4,082
WisdomTree Europe High-Yielding Equity Fund*                                  $  5,941
WisdomTree Europe SmallCap Dividend Fund*                                     $ 12,071
WisdomTree Japan Total Dividend Fund*                                         $  6,561
WisdomTree Japan High-Yielding Equity Fund*                                   $  7,612
WisdomTree Japan SmallCap Dividend Fund*                                      $  7,484
WisdomTree Dividend Top 100 Fund*                                             $ 18,472
WisdomTree LargeCap Dividend Fund*                                            $ 34,785
WisdomTree MidCap Dividend Fund*                                              $  7,931
WisdomTree SmallCap Dividend Fund*                                            $ 11,785
WisdomTree International LargeCap Dividend Fund*                              $  9,781
WisdomTree International Dividend Top 100 Fund*                               $ 24,454
WisdomTree International MidCap Dividend Fund*                                $ 12,087
WisdomTree International SmallCap Dividend Fund*                              $ 21,693
WisdomTree International Basic Materials Sector Fund**                        $    698
WisdomTree International Communications Sector Fund**                         $  1,705
WisdomTree International Consumer Discretionary Sector Fund**                 $    686
WisdomTree International Consumer Staples Sector Fund**                       $  1,962
WisdomTree International Energy Sector Fund**                                 $  1,992
WisdomTree International Financial Sector Fund**                              $    964
WisdomTree International Industrial Sector Fund**                             $  1,384
WisdomTree International Technology Sector Fund**                             $    627
WisdomTree International Utilities Sector Fund**                              $  2,345
WisdomTree International Health Care Sector Fund**                            $  1,917
WisdomTree Total Earnings Fund***                                             $    552
WisdomTree Earnings 500 Fund***                                               $    440
WisdomTree MidCap Earnings Fund***                                            $    110
WisdomTree SmallCap Earnings Fund***                                          $    237
WisdomTree Earnings Top 100 Fund***                                           $    556
WisdomTree Low P/E Fund***                                                    $    553
WisdomTree International Real Estate Fund****                                      N/A
WisdomTree Emerging Markets High-Yielding Equity Fund****                          N/A
WisdomTree Emerging Markets SmallCap Dividend Fund****                             N/A
WisdomTree India Earnings Fund****                                                 N/A
WisdomTree Middle East Dividend Fund****                                           N/A


----------
   *  For the period June 16, 2006  (commencement  of operations)  through March
      31, 2007

  **  For the period October 13, 2006 (commencement of operations) through March
      31, 2007

 ***  For the period  February 23, 2007  (commencement  of  operations)  through
      March 31, 2007

****  The Fund did not  commence  operations  as of the end of the  fiscal  year
      ending March 31, 2007

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

                                       54



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

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

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

Brokerage Transactions

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

                                       55



Brokerage Commissions.

The table below sets forth the  brokerage  commissions  paid by each Fund during
the Funds' first fiscal year of operation ended March 31, 2007.



                                                                   Commissions Paid
                                                               During Fiscal Year Ended
Fund                                                                March 31, 2007
-----------------------------------------------------------    ------------------------
                                                            
WisdomTree Total Dividend Fund                                         $  3,648
WisdomTree High-Yielding Equity Fund                                   $  7,502
WisdomTree LargeCap Dividend Fund                                      $  9,823
WisdomTree Dividend Top 100 Fund                                       $  7,919
WisdomTree MidCap Dividend Fund                                        $  2,679
WisdomTree SmallCap Dividend Fund                                      $  8,570
WisdomTree Total Earnings Fund                                         $    263
WisdomTree Earnings 500 Fund                                           $     43
WisdomTree MidCap Earnings Fund                                        $      2
WisdomTree SmallCap Earnings Fund                                      $     11
WisdomTree Earnings Top 100 Fund                                       $    135
WisdomTree Low P/E Fund                                                $    109
WisdomTree DEFA Fund                                                   $  6,687
WisdomTree DEFA High-Yielding Equity Fund                              $ 14,180
WisdomTree Europe Total Dividend Fund                                  $  4,498
WisdomTree Europe High-Yielding Equity Fund                            $  6,629
WisdomTree Europe SmallCap Dividend Fund                               $ 30,281
WisdomTree Japan Total Dividend Fund                                   $  1,752
WisdomTree Japan High-Yielding Equity Fund                             $  1,968
WisdomTree Japan SmallCap Dividend Fund                                $  8,864
WisdomTree Pacific ex-Japan Total Dividend Fund                        $  6,681
WisdomTree Pacific ex-Japan High-Yielding Equity Fund                  $  2,670
WisdomTree International LargeCap Dividend Fund                        $  4,068
WisdomTree International Dividend Top 100 Fund                         $  8,459
WisdomTree International MidCap Dividend Fund                          $ 33,778
WisdomTree International SmallCap Dividend Fund                        $ 49,713
WisdomTree Emerging Markets High-Yielding Equity Fund*                      N/A
WisdomTree Emerging Markets SmallCap Dividend Fund                          N/A
WisdomTree International Basic Materials Sector Fund                   $     23
WisdomTree International Communications Sector Fund                    $     56
WisdomTree International Consumer Discretionary Sector Fund            $    136
WisdomTree International Consumer Staples Sector Fund                  $    393
WisdomTree International Energy Sector Fund                            $    169
WisdomTree International Financial Sector Fund                         $    528
WisdomTree International Health Care Sector Fund                       $    364
WisdomTree International Industrial Sector Fund                        $    120
WisdomTree International Technology Sector Fund                        $     90
WisdomTree International Utilities Sector Fund                         $    225
WisdomTree International Real Estate Fund*                                  N/A
WisdomTree India Earnings Fund*                                             N/A
WisdomTree Middle East Dividend Fund*                                       N/A


----------
*     The Fund did not commence operations as of March 31, 2007.

                                       56



Affiliated Brokers

During the Funds' first fiscal year of operation ended March 31, 2007, the Funds
did not pay any commissions to any affiliated brokers.

Regular Broker-Dealers

The  following  table lists each Fund that  acquired  securities  of its regular
brokers or dealers (as defined in the 1940 Act) or of their  parents  during the
fiscal year ended March 31, 2007, the name of each such broker or dealer and the
value of each Fund's  aggregate  holdings of the securities of each issuer as of
March 31, 2007.



                                                                                                        Aggregate Value of
                                                                                                          Holdings as of
Fund                                                    Name of Broker or Dealer                          March 31, 2007
-----------------------------------------------------   ------------------------                        ------------------
                                                                                                  
WisdomTree Total Dividend Fund
                                                        AMERICAN FINANCIAL GROUP, INC.                      $    25,019
                                                        AMERIPRISE FINANCIAL, INC.                               42,512
                                                        BANK OF AMERICA CORP.                                 3,226,963
                                                        BANK OF NEW YORK CO., INC. (THE)                        247,314
                                                        BB&T CORP.                                              284,310
                                                        BEAR STEARNS & CO., INC.                                 46,609
                                                        BLACKROCK, INC.                                          76,123
                                                        CHARLES SCHWAB CORP. (THE)                               81,500
                                                        CITIGROUP, INC.                                       3,365,901
                                                        COMERICA, INC.                                          122,970
                                                        CULLEN/FROST BANKERS, INC.                               42,387
                                                        FEDERATED INVESTORS, INC.                                26,512
                                                        FRANKLIN RESOURCES, INC.                                 48,694
                                                        GOLDMAN SACHS GROUP, INC.                               214,689
                                                        H&R BLOCK, INC.                                          49,633
                                                        JPMORGAN CHASE & CO.                                  1,664,852
                                                        LEGG MASON, INC.                                         38,249
                                                        LEHMAN BROTHERS HOLDINGS, INC.                           76,026
                                                        LINCOLN NATIONAL CORP.                                  151,443
                                                        MARSH & MCLENNAN COS., INC.                             116,018
                                                        MELLON FINANCIAL CORP                                   124,502
                                                        MERRILL LYNCH & CO., INC.                               265,591
                                                        METLIFE, INC.                                           155,728
                                                        MORGAN STANLEY                                          394,902
                                                        NORTHERN TRUST CORP.                                     70,845
                                                        NUVEEN INVESTMENTS, INC.                                 21,995
                                                        PEOPLE'S BANK                                            52,303
                                                        PNC FINANCIAL SERVICES GROUP, INC. (THE)                245,274
                                                        PROTECTIVE LIFE CORP.                                    19,113
                                                        PRUDENTIAL FINANCIAL, INC.                              147,485
                                                        RAYMOND JAMES FINANCIAL, INC.                            20,296
                                                        REGIONS FINANCIAL CORP.                                 333,822
                                                        STATE STREET CORP.                                       84,305
                                                        T. ROWE PRICE GROUP, INC.                                55,590
                                                        WACHOVIA CORP.                                        1,551,308
                                                        WADDELL & REED FINANCIAL, INC.                           20,965
                                                        WELLS FARGO & CO.                                     1,252,149
                                                        WINTRUST FINANCIAL CORP.                                 16,595
                                                        ZIONS BANCORP.                                           60,939
                                                        AG EDWARDS, INC.                                         40,747
--------------------------------------------------------------------------------------------------------------------------


                                       57





                                                                                                        Aggregate Value of
                                                                                                          Holdings as of
Fund                                                    Name of Broker or Dealer                          March 31, 2007
-----------------------------------------------------   ------------------------                        ------------------
                                                                                                  
WisdomTree High-Yielding Equity Fund
                                                        BANK OF AMERICA CORP.                              $ 12,989,130
                                                        BB&T CORP.                                            1,193,805
                                                        CINCINNATI FINANCIAL CORP.                              302,312
                                                        CITIGROUP, INC.                                      13,659,982
                                                        COMERICA, INC.                                          517,832
                                                        JPMORGAN CHASE & CO.                                  6,744,753
                                                        KEYCORP                                                 793,090
                                                        PNC FINANCIAL SERVICES GROUP, INC. (THE)                896,170
                                                        REGIONS FINANCIAL CORP.                               1,338,719
                                                        WACHOVIA CORP.                                        6,241,293
                                                        WELLS FARGO & CO.                                     5,034,836
--------------------------------------------------------------------------------------------------------------------------
WisdomTree LargeCap Dividend Fund
                                                        AMERIPRISE FINANCIAL, INC.                         $    191,705
                                                        BANK OF AMERICA CORP.                                14,355,548
                                                        BANK OF NEW YORK CO., INC.                            1,136,779
                                                        BB&T CORP.                                            1,459,615
                                                        BEAR STEARNS & CO., INC.                                208,987
                                                        BLACKROCK, INC.                                         329,033
                                                        CHARLES SCHWAB CORP. (THE)                              370,190
                                                        COAMERICA, INC.                                         628,327
                                                        CITIGROUP, INC.                                      15,018,541
                                                        FRANKLIN RESOURCES, INC.                                204,807
                                                        GOLDMAN SACHS GROUP, INC.                               952,358
                                                        JPMORGAN CHASE & CO.                                  7,429,861
                                                        KEYCORP                                                 866,831
                                                        LEGG MASON, INC.                                        176,455
                                                        LEHMAN BROTHERS HOLDINGS, INC.                          364,154
                                                        LINCOLN NATIONAL CORP.                                  703,592
                                                        MARSH & MCLENNAN COS., INC.                             526,341
                                                        MBIA, INC.                                              257,703
                                                        MELLON FINANCIAL CORP                                   585,712
                                                        MERRILL LYNCH & CO., INC                              1,240,567
                                                        METLIFE, INC.                                           726,730
                                                        MORGAN STANLEY                                        1,780,527
                                                        NORTHERN TRUST CORP.                                    365,711
                                                        PNC FINANCIAL SERVICES GROUP, INC. (THE)                992,322
                                                        PRUDENTIAL FINANCIAL, INC.                              752,317
                                                        REGIONS FINANCIAL CORP.                               1,604,100
                                                        SOVEREIGN BANCORP, INC.                                 779,151
                                                        STATE STREET CORP.                                      417,249
                                                        T. ROWE PRICE GROUP, INC.                               260,914
                                                        WACHOVIA CORP                                         6,894,627
                                                        WELLS FARGO & CO.                                     5,565,196
                                                        ZIONS BANCORP.                                          283,142
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Dividend Top 100 Fund
                                                        BANK OF AMERICA CORP.                              $  2,263,094
                                                        BANK OF NEW YORK CO., INC. (THE)                      1,622,122
                                                        BB&T CORP.                                            2,141,121
                                                        CITIGROUP, INC.                                       2,341,874
                                                        COMERICA, INC.                                        2,176,207
                                                        JPMORGAN CHASE & CO.                                  1,323,677
                                                        KEYCORP                                               2,270,532
                                                        LINCOLN NATIONAL CORP.                                2,212,665
                                                        NATIONAL CITY CORP.                                   2,530,356
                                                        PNC FINANCIAL SERVICES GROUP, INC. (THE)              1,624,579
                                                        REGIONS FINANCIAL CORP.                               2,110,988
                                                        U. S. BANCORP.                                        2,325,435
                                                        WACHOVIA CORP.                                        2,426,769
                                                        WASHINGTON MUTUAL, INC.                               2,517,168
                                                        WELLS FARGO & CO.                                     1,777,173
--------------------------------------------------------------------------------------------------------------------------


                                       58





                                                                                                        Aggregate Value of
                                                                                                          Holdings as of
Fund                                                    Name of Broker or Dealer                          March 31, 2007
-----------------------------------------------------   ------------------------                        ------------------
                                                                                                  
WisdomTree MidCap Dividend Fund
                                                        A. G. EDWARDS, INC.                                 $   175,025
                                                        ALLIED CAPITAL CORP.                                    831,889
                                                        AMERICAN CAPITAL STRATEGIES LTD                       1,333,421
                                                        AMERICAN FINANCIAL GROUP, INC.                          107,328
                                                        COMPASS BANCHARES, INC.                                 591,335
                                                        CULIEN/FROST BANKERS, INC.                              177,242
                                                        FEDERATED INVESTORS, INC.                               202,180
                                                        FIRST HORIZON NATIONAL CORP.                            563,438
                                                        HUNTINGTON BANCSHARES, INC.                             515,616
                                                        NUVEEN INVESTMENTS, INC.                                171,794
                                                        PEOPLE'S BANK                                           341,658
                                                        PROTECTIVE LIFE CORP                                    131,944
                                                        RAYMOND JAMES FINANCIAL, INC.                           117,909
                                                        WADDELL & REED FINANCIAL, INC.                          113,662
--------------------------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Dividend Fund
                                                        BANKATLANTIC BANCORP, INC.                          $    69,958
                                                        CITIZENS BANKING CORP.                                  970,852
                                                        FNB CORP / PA.                                          498,086
                                                        OLD NATIONAL BANCORP                                    509,149
                                                        SANDERS MORRIS HARRIS GROUP, INC.                        32,610
                                                        SWS GROUP, INC.                                          87,927
                                                        UNITED COMMUNITY FINANCIAL CORP.                        101,130
                                                        WINTRUST FINANCIAL CORP.                                 66,201
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Total Earnings Fund
                                                        AFFILIATED MANAGERS GROUP, INC.                     $     6,501
                                                        A.G. EDWARDS, INC.                                        8,302
                                                        AMERICAN FINANCIAL GROUP, INC.                            9,531
                                                        AMERICAN INTERNATIONAL GROUP, INC.                      307,867
                                                        BANK OF AMERICA CORP                                    508,669
                                                        BANK OF NEW YORK CO., INC. (THE)                         39,739
                                                        BB&T CORP.                                               42,661
                                                        BEAR, STEARNS & COS., INC.                               49,616
                                                        BLACKROCK, INC.                                           6,252
                                                        CHARLES SCHWAB CORP. (THE)                               24,326
                                                        CINCINNATI FINANCIAL CORP.                               13,568
                                                        CITIGROUP, INC.                                         536,503
                                                        COMERICA, INC.                                           21,283
                                                        FEDERATED INVESTORS, INC.                                 6,610
                                                        FRANKLIN RESOURCES, INC.                                 25,374
                                                        GOLDMAN SACHS GROUP, INC.                               225,226
                                                        H&R BLOCK, INC.                                           9,889
                                                        INVESTMENT TECHNOLOGY GROUP, INC.                         5,488
                                                        JP MORGAN CHASE & CO.                                   329,952
                                                        KEYCORP                                                  32,599
                                                        KNIGHT CAPITAL GROUP, INC.                                5,702
                                                        LABRANCHE & CO., INC.                                     9,360
                                                        LEGG MASON, INC.                                         15,074
                                                        LEHMAN BROTHERS HOLDINGS, INC.                           93,193
                                                        LINCOLN NATINAL CORP.                                    32,539
                                                        MARSH & MCLENNAN COS., INC.                              13,473
                                                        MBIA, INC.                                               20,302
                                                        MELLON FINANCIAL CORP.                                   23,296
                                                        MERRILL LYNCH & CO., INC.                               124,955
                                                        METLIFE, INC.                                           107,986
                                                        MORGAN STANLEY                                          194,536
                                                        NORTHERN TRUST CORP.                                     18,042
                                                        NUVEEN INVESTMENTS, INC.                                  5,676


                                       59





                                                                                                        Aggregate Value of
                                                                                                          Holdings as of
Fund                                                    Name of Broker or Dealer                          March 31, 2007
-----------------------------------------------------   ------------------------                        ------------------
                                                                                                  
                                                        PEOPLE'S BANK                                        $   6,216
                                                        PNC FINANCIAL SERVICES GROUP, INC. (THE)                68,372
                                                        PROTECTIVE LIFE CORP.                                    6,166
                                                        PRUDENTIAL FINANCIAL, INC.                              70,403
                                                        RAYMOND JAMES FINANCIAL, INC.                            5,952
                                                        REGIONS FINANCIAL CORP.                                 32,187
                                                        STATE STREET CORP.                                      27,843
                                                        T. ROWE PRICE GROUP, INC.                               14,157
                                                        UNITED COMMUNITY FINANCIAL CORP.                         6,155
                                                        WADDELL & REED FINANCIAL, INC.                           5,830
                                                        ZIONS BANCORP                                           16,059
                                                        E*TRADE FINANCIAL CORP.                                 12,095
                                                        FISERV, INC.                                            12,734
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Earnings 500 Fund
                                                        AMERICAN INTERNATIONAL GROUP, INC.                   $ 299,869
                                                        BANK OF AMERICA CORP.                                  476,323
                                                        BANK OF NEW YORK CO., INC. (THE)                        36,982
                                                        BB&T CORP.                                              40,036
                                                        BEAR, STEARNS & CO., INC.                               45,706
                                                        BLACKROCK, INC.                                          6,252
                                                        CHARLES SCHWAB CORP. (THE)                              22,680
                                                        CINCINNATI FINANCIAL CORP.                              12,550
                                                        CITIGROUP, INC.                                        501,489
                                                        COMERICA, INC.                                          19,864
                                                        FRANKLIN RESOURCES, INC.                                24,166
                                                        GOLDMAN SACHS GROUP, INC.                              209,317
                                                        JPMORGAN CHASE & CO.                                   308,471
                                                        LEGG MASON, INC.                                        14,320
                                                        LEHMAN BROTHERS HOLDINGS, INC.                          87,447
                                                        LINCOLN NATIONAL CORP.                                  30,370
                                                        MBIA, INC.                                              18,861
                                                        MELLON FINANCIAL CORP.                                  21,743
                                                        MERRILL LYNCH & CO., INC.                              116,951
                                                        METLIFE, INC.                                          101,040
                                                        MORGAN STANLEY                                         192,411
                                                        NORTHERN TRUST CORP.                                    16,839
                                                        PEOPLE'S BANK                                            1,421
                                                        PNC FINANCIAL SERVICES GROUP, INC. (THE)                63,909
                                                        PRUDENTIAL FINANCIAL, INC.                              65,709
                                                        REGIONS FINANCIAL CORP.                                 29,994
                                                        SOVEREIGN BANCORP, INC.                                 10,990
                                                        STATE STREET CORP.                                      25,900
                                                        WACHOVIA CORP.                                         171,756
                                                        ZIONS BANCORP                                           14,876
--------------------------------------------------------------------------------------------------------------------------
WisdomTree MidCap Earnings Fund
                                                        AFFILIATED MANAGERS GROUP, INC.                      $   7,151
                                                        A.G. EDWARDS, INC.                                      15,220
                                                        ALLIED CAPITAL CORP.                                    23,797
                                                        AMERICAN FINANCIAL GROUP, INC.                          17,155
                                                        CULLEN/FROST BANKERS, INC.                               8,582
                                                        FEDERATED INVESTORS, INC.                               10,208
                                                        FIRST MARBLEHEAD CORP. (THE)                            15,802
                                                        INVESTMENT TECHNOLOGY GROUP, INC.                        3,998
                                                        KNIGHT CAPITAL GROUP, INC.                               4,625
                                                        NUVEEN INVESTMENTS, INC.                                 7,663
                                                        PROTECTIVE LIFE CORP.                                    9,072
                                                        RADIAN GROUP, INC.                                      25,246
                                                        RAYMOND JAMES FINANCIAL, INC.                            9,523
                                                        WADDELL & REED FINANCIAL, INC.                           4,338
                                                        CHITTENDEN CORP.                                         4,106
--------------------------------------------------------------------------------------------------------------------------


                                       60





                                                                                                        Aggregate Value of
                                                                                                          Holdings as of
Fund                                                    Name of Broker or Dealer                          March 31, 2007
-----------------------------------------------------   ------------------------                        ------------------
                                                                                                  
WisdomTree SmallCap Earnings Fund
                                                        BANKATLANTIC BANCORP, INC.                          $     4,033
                                                        INFINITY PROPERTY & CASUALTY CORP.                       30,178
                                                        LABRANCHE & CO., INC.                                    29,589
                                                        LANDAMERICA FINANCIAL GROUP, INC.                        44,937
                                                        SAFETY INSURANCE GROUP, INC.                             28,967
                                                        SANDERS MORRIS HARRIS GROUP, INC.                           564
                                                        STIFEL FINANCIAL CORP.                                    4,607
                                                        SWS GROUP, INC.                                           9,924
                                                        UNITED COMMUNITY FINANCIAL CORP.                          6,895
                                                        OCWEN FINANCIAL CORP.                                    52,715
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Earnings Top 100 Fund

                                                        ALLSTATE CORP. (THE)                                $   322,523
                                                        BANK OF AMERICA CORP.                                   232,702
                                                        BB&T CORP.                                              195,665
                                                        BEARS, STEARNS & CO. INC.                               303,707
                                                        CITIGROUP, INC.                                         282,062
                                                        GOLDMAN SACHS GROUP, INC.                               309,738
                                                        HARTFORD FINANCIAL SERVICES GROUP, INC. (THE)           316,561
                                                        JPMORGAN CHASE & CO.                                    254,576
                                                        KEYCORP                                                 235,686
                                                        LINCOLN NATIONAL CORP.                                  191,168
                                                        MERRILL LYNCH & CO., INC.                               201,562
                                                        METLIFE, INC.                                           257,652
                                                        MORGAN STANLEY                                          285,899
                                                        PNC FINANCIAL SERVICES GROUP, INC. (THE)                347,615
                                                        PRUDENTIAL FINANCIAL, INC.                              202,453
                                                        WACHOVIA CORP.                                          187,170
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Low P/E Fund
                                                        A.G. EDWARDS, INC.                                  $    14,528
                                                        AMERICAN INTERNATIONAL GROUP, INC.                      530,366
                                                        BANK OF AMERICA CORP.                                   881,115
                                                        BB&T CORP.                                               73,836
                                                        BEAR, STEARNS & CO., INC.                                84,196
                                                        CINCINNATI FINANCIAL CORP.                               22,896
                                                        CITIGROUP, INC.                                         928,228
                                                        COMERICA, INC.                                           36,654
                                                        CULLEN/FROST BANKERS, INC.                               12,036
                                                        GOLDMAN SACHS GROUP, INC.                               386,398
                                                        JPMORGAN CHASE & CO.                                    570,884
                                                        KEYCORP                                                  55,830
                                                        KNIGHT CAPITAL GROUP, INC.                               11,088
                                                        LABRANCHE & CO., INC.                                    14,965
                                                        LEHMAN BROTHERS HOLDINGS, INC.                          161,161
                                                        MERRILL LYNCH & CO., INC.                               216,426
                                                        METLIFE, INC.                                           187,556
                                                        MORGAN STANLEY                                          337,093
                                                        PNC FINANCIAL SERVICES GROUP, INC. (THE)                118,031
                                                        PROTECTIVE LIFE CORP.                                    11,891
                                                        PRUDENTIAL FINANCIAL, INC.                              119,775
                                                        WACHOVIA CORP.                                          316,537
                                                        ZIONS BANCORP.                                           27,892
--------------------------------------------------------------------------------------------------------------------------
WisdomTree DEFA Fund
                                                        BANCO SANTANDER CENTRAL HISPANO SA                  $ 1,283,378
                                                        BARCLAYS PLC                                          1,223,041
                                                        HSBC HOLDINGS PLC                                     2,538,214
                                                        LLOYDS TSB GROUP PLC                                  1,293,919
                                                        ROYAL BANK OF SCOTLAND GROUP PLC                      1,357,020
--------------------------------------------------------------------------------------------------------------------------


                                       61





                                                                                                        Aggregate Value of
                                                                                                          Holdings as of
Fund                                                    Name of Broker or Dealer                          March 31, 2007
-----------------------------------------------------   ------------------------                        ------------------
                                                                                                  
WisdomTree DEFA High-Yielding Equity Fund
                                                        BANCO SANTANDER CENTRAL HISPANO SA                  $ 2,776,197
                                                        BARCLAYS PLC                                          2,890,347
                                                        HSBC HOLDING PLC                                      6,004,845
                                                        LLOYDS TSB GROUP PLC                                  3,061,535
                                                        ROYAL BANK OF SCOTLAND GROUP PLC                      3,209,249
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Europe Total Dividend Fund
                                                        BANCO SANTANDER CENTRAL HISPANO SA                  $   434,112
                                                        BARCLAYS PLC                                            471,161
                                                        HSBC HOLDINGS PLC                                       978,889
                                                        LLOYDS TSB GROUP PLC                                    599,768
                                                        ROYAL BANK OF SCOTLAND GROUP PLC                        533,655
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Europe High-Yielding Equity Fund
                                                        BANCO SANTANDER CENTRAL HISPANO SA                  $ 1,151,774
                                                        BARCLAYS PLC                                          1,197,516
                                                        HSBC HOLDINGS PLC                                     2,752,157
                                                        LLOYDS TSB GROUP PLC                                  1,514,842
                                                        ROYAL BANK OF SCOTLAND GROUP PLC                      1,330,519
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Europe SmallCap Dividend Fund
                                                        ABG SUNDAL COLLIER ASA                              $   921,705
                                                        ACTA HOLDINGS ASA                                     1,554,464
                                                        AWD HOLDINGS AG                                         993,287
                                                        D CARNEGIE AB                                         1,289,862
                                                        INTERMEDIATE CAPITAL GROUP PLC                        1,210,718
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Japan Total Dividend Fund
                                                        MITSUBISHI UFJ FINANCIAL GROUP INC.                 $   833,537
                                                        MIZUHO FINANCIAL GROUP, INC.                            404,970
                                                        NIKKO CORDIAL CORP.                                     384,849
                                                        NOMURA HOLDINGS, INC.                                   509,400
                                                        SUMITOMO TRUST & BANKING INC. CO., LTD. (THE)           374,711
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Japan High-Yielding Equity Fund
                                                        BANK OF YOKOHAMA LTD. (THE)                         $   468,999
                                                        DAIWA SECURITIES GROUP, INC,                          1,156,959
                                                        NIKKO CORDIAL CORP.                                   1,475,252
                                                        OKASAN HOLDINGS, INC.                                   124,667
                                                        SHINKO SECURITIES CO., LTD.                             166,852
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Japan SmallCap Dividend Fund
                                                        DAISHI BANK LTD. (THE)                              $   380,350
                                                        KEIYO BANK LTD (THE)                                    323,523
                                                        JUROKU BANK LTD (THE)                                   334,288
                                                        OKASAN HOLDINGS, INC.                                   342,833
                                                        TOKAI TOKYO SECURITIES CO., LTD.                        580,987
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan Total Dividend Fund
                                                        AUSTRALIA & NEW ZEALAND BANKING GROUP LTD.          $ 3,072,848
                                                        COMMONWEALTH BANK OF AUSTRALIA                        4,002,637
                                                        HANG SENG BANK LTD.                                   1,756,099
                                                        NATIONAL AUSTRALIA BANK LTD.                          3,779,281
                                                        WESTPAC BANKING CORP.                                 2,768,205
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan High-Yielding Equity Fund
                                                        AUSTRALIA & NEW ZEALAND BANKING GROUP LTD.          $ 6,998,342
                                                        COMMONWEALTH BANK OF AUSTRALIA                        7,327,945
                                                        NATIONAL AUSTRALIA BANK LTD.                          7,166,363
                                                        ST. GEORGE BANK LTD.                                  3,265,560
                                                        WESTPAC BANKING CORP.                                 6,377,495
--------------------------------------------------------------------------------------------------------------------------


                                       62





                                                                                                        Aggregate Value of
                                                                                                          Holdings as of
Fund                                                    Name of Broker or Dealer                          March 31, 2007
-----------------------------------------------------   ------------------------                        ------------------
                                                                                                  
WisdomTree International LargeCap Dividend Fund
                                                        BANCO SANTANDER CENTRAL HISPANO SA                  $ 1,073,417
                                                        BARCLAYS PLC                                          1,164,836
                                                        HSBC HOLDINGS PLC                                     2,419,911
                                                        LLOYDS TSB GROUP PLC                                  1,233,662
                                                        ROYAL BANK OF SCOTLAND GROUP PLC                      1,294,136
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International Dividend Top 100 Fund
                                                        ABN AMRO HOLDING N.V.                               $ 4,184,702
                                                        BANCA INTESA SPA                                      6,127,075
                                                        COMMONWEALTH BANK OF AUSTRALIA                        4,086,564
                                                        LLOYDS TSB GROUP PLC                                  4,681,445
                                                        ST. GEORGE BANK LTD.                                  4,606,337
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International MidCap Dividend Fund
                                                        ALLIANCE & LEICESTER PLC                            $ 1,067,402
                                                        AMVESCAP PLC                                            871,227
                                                        BANCA POPOLARE ITALIANA SCRL                          1,079,107
                                                        SAMPO OYJ                                             1,364,023
                                                        SUNCORP - METWAY LTD.                                 1,749,321
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International SmallCap Dividend Fund
                                                        ACTA HOLDING ASA                                    $ 1,879,695
                                                        ALINTA LTD.                                           2,876,719
                                                        INDUSTRIAL & COMMERCIAL BANK OF CHINA LTD.            1,554,496
                                                        INTERMEDIATE CAPITAL GROUP PLC                        1,166,184
                                                        RATOS AB                                              1,386,963
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets High-Yielding Equity Fund
                                                                                                                    N/A
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets SmallCap Dividend Fund
                                                                                                                    N/A
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International Basic Materials Sector Fund
                                                                                                                   None
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International Communications Sector Fund
                                                                                                                   None
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Discretionary Sector Fund
                                                        BETER BED HOLDING NV                                $     3,974
                                                        TAT HONG HOLDINGS LTD.                                    1,818
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Staples Sector Fund
                                                                                                                   None
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International Energy Sector Fund
                                                                                                                   None
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International Financial Sector Fund
                                                        BANCO SANTANDER CENTRAL HISPANO SA                  $   677,043
                                                        BARCLAYS PLC                                            694,947
                                                        HSBC HOLDINGS PLC                                     1,443,935
                                                        LLOYDS TSB GROUP PLC                                    781,722
                                                        ROYAL BANK OF SCOTLAND GROUP PLC                        772,310
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International Health Care Sector Fund
                                                                                                                   None
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International Industrial Sector Fund
                                                        IBIDEN CO., LTD.                                    $    20,699
                                                        ITALCEMENTI SPA                                          50,079
--------------------------------------------------------------------------------------------------------------------------


                                       63





                                                                                                        Aggregate Value of
                                                                                                          Holdings as of
Fund                                                    Name of Broker or Dealer                          March 31, 2007
-----------------------------------------------------   ------------------------                        ------------------
                                                                                                  
WisdomTree International Technology Sector Fund
                                                                                                                  None
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International Utilities Sector Fund
                                                        ALINTA LTD.                                          $ 237,544
--------------------------------------------------------------------------------------------------------------------------
WisdomTree International Real Estate Fund
                                                                                                                   N/A
--------------------------------------------------------------------------------------------------------------------------
WisdomTree India Earnings Fund
                                                                                                                   N/A
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund
                                                                                                                   N/A
--------------------------------------------------------------------------------------------------------------------------


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.

The table below sets forth the portfolio  turnover rates of each Fund during the
Funds' first fiscal year of operation ended March 31, 2007.



                                                             Portfolio Turnover Rates During Fiscal
Fund                                                               Year Ended March 31, 2007
----------------------------------------------------------   ---------------------------------------
                                                          
WisdomTree Total Dividend Fund                                                 12%
WisdomTree High-Yielding Equity Fund                                           11%
WisdomTree LargeCap Dividend Fund                                              13%
WisdomTree Dividend Top 100 Fund                                               21%
WisdomTree MidCap Dividend Fund                                                12%
WisdomTree SmallCap Dividend Fund                                              16%
WisdomTree Total Earnings Fund                                                  1%
WisdomTree Earnings 500 Fund                                                    1%
WisdomTree MidCap Earnings Fund                                                 0%*
WisdomTree SmallCap Earnings Fund                                               0%*
WisdomTree Earnings Top 100 Fund                                                2%
WisdomTree Low P/E Fund                                                         1%
WisdomTree DEFA Fund                                                           11%
WisdomTree DEFA High-Yielding Equity Fund                                      19%
WisdomTree Europe Total Dividend Fund                                          24%
WisdomTree Europe High-Yielding Equity Fund                                    24%
WisdomTree Europe SmallCap Dividend Fund                                       47%
WisdomTree Japan Total Dividend Fund                                            6%
WisdomTree Japan High-Yielding Equity Fund                                      6%
WisdomTree Japan SmallCap Dividend Fund                                        25%
WisdomTree Pacific ex-Japan Total Dividend Fund                                21%
WisdomTree Pacific ex-Japan High-Yielding Equity Fund                           7%
WisdomTree International LargeCap Dividend Fund                                 8%
WisdomTree International Dividend Top 100 Fund                                  8%
WisdomTree International MidCap Dividend Fund                                  44%
WisdomTree International SmallCap Dividend Fund                                39%
WisdomTree Emerging Markets High-Yielding Equity Fund**                       N/A
WisdomTree Emerging Markets SmallCap Dividend Fund                            N/A
WisdomTree International Basic Materials Sector Fund                            0%*
WisdomTree International Communications Sector Fund                             0%*
WisdomTree International Consumer Discretionary Sector Fund                     3%
WisdomTree International Consumer Staples Sector Fund                           2%
WisdomTree International Energy Sector Fund                                     1%
WisdomTree International Financial Sector Fund                                  5%
WisdomTree International Health Care Sector Fund                                3%
WisdomTree International Industrial Sector Fund                                 1%
WisdomTree International Technology Sector Fund                                 2%
WisdomTree International Utilities Sector Fund                                  1%
WisdomTree International Real Estate Fund**                                   N/A
WisdomTree India Earnings Fund**                                              N/A
WisdomTree Middle East Dividend Fund**                                        N/A


----------
 *    Amount represents less than 1%.

**    The Fund did not commence operations as of March 31, 2007.

                                       64



Additional Information Concerning the Trust

Shares.  The Trust was established as a Delaware statutory trust on December 15,
2005. The Trust  currently is comprised of 40 Funds.  Each Fund issues shares of
beneficial  interest,  with $0.001 par value. The Board may designate additional
Funds. The Trust is registered with the SEC as an open-end management investment
company.

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

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

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

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

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

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

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

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

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

                                       65



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

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

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

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

Creation & Redemption of Creation Unit Aggregations

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

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

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

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

                                       66



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

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

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

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

In addition,  the Trust reserves the right to permit or require the substitution
of an amount of cash  (i.e.,  a "cash in lieu"  amount)  to be added to the Cash
Component  to  replace  any  Deposit  Security  that  may  not be  available  in
sufficient  quantity  for  delivery  or that may not be  eligible  for  transfer
through the systems of DTC or the Clearing Process  (discussed below). The Trust
also  reserves  the right to permit or require a "cash in lieu" amount where the
delivery of the Deposit  Security by the  Authorized  Participant  (as described
below) would be restricted  under the  securities  laws or where the delivery of
the  Deposit  Security  to  the  Authorized  Participant  would  result  in  the
disposition  of the Deposit  Security  by the  Authorized  Participant  becoming
restricted  under the  securities  laws,  or in certain  other  situations.  The
adjustments  described above will reflect changes known to the Trust on the date
of announcement to be in effect by the time of delivery of the Fund Deposit,  in
the  composition of the  underlying  Index being tracked by the relevant Fund or
resulting from certain  corporate  actions.  The WisdomTree  India Earnings Fund
intends  to issue and redeem  Creation  Unit  Aggregations  solely for cash or a
specified amount of non-U.S. Currency in an amount equal to the NAV per Creation
Unit Aggregation. The other Fund's reserve the right to use this approach.

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

All  orders  to  create  shares  must be placed  for one or more  Creation  Unit
Aggregations.  Orders to create Creation Unit  Aggregations of the International
Funds cannot be placed through the Clearing Process. Except as described herein,
all orders to create  Creation Unit  Aggregations,  whether through the Clearing
Process (through a Participating Party) or outside the Clearing Process (through
a DTC  Participant),  must be  received  by the  Distributor  no later  than the
closing time of the regular trading session on the applicable  Listing  Exchange
("Closing Time")  (ordinarily 4:00 p.m.,  Eastern time) in each case on the date
such order is placed in order for creation of Creation Unit  Aggregations  to be
effected based on the NAV of shares of the applicable Fund as next determined on
such date  after  receipt  of the  order in proper  form.  Purchase  Orders  for
Creation Unit Aggregations of Shares of the WisdomTree India Earnings Fund use a
different process. Purchase Orders for Creation Unit

                                       67



Aggregations  of Shares of the  WisdomTree  India Earnings Fund will be accepted
only if they are placed after the Listing  Exchange Closing Time and before 5:30
p.m. Eastern time on any Business Day. Such Purchase Orders for WisdomTree India
Earnings Fund, if accepted, will receive the next Business Day's net asset value
per Creation  Unit  Aggregation.  The date on which an order to create  Creation
Unit  Aggregations  (or an  order  to  redeem  Creation  Unit  Aggregations,  as
discussed below) is placed is referred to as the "Transmittal Date." Orders must
be transmitted by an Authorized  Participant by telephone or other  transmission
method  acceptable to the  Distributor  pursuant to procedures  set forth in the
Participant  Agreement,  as described below.  Economic or market  disruptions or
changes, or telephone or other communication  failure, may impede the ability to
reach the Distributor or an Authorized Participant.

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

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

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

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

Placement of Creation  Orders for Domestic  Dividend and Earnings  Funds Outside
the Clearing  Process.  Fund Deposits made outside the Clearing  Process must be
delivered through a DTC Participant that has executed a Participant Agreement. A
DTC participant who wishes to place an order creating Creation Unit Aggregations
to be effected  outside the Clearing Process does not need to be a Participating
Party,  but such  orders  must state that the DTC  Participant  is not using the
Clearing  Process  and that the  creation  of Creation  Unit  Aggregations  will
instead be effected  through a transfer of securities and cash directly  through
DTC. The Fund Deposit  transfer  must be ordered by the DTC  Participant  on the
Transmittal  Date in a  timely  fashion  so as to  ensure  the  delivery  of the
requisite number of Deposit Securities through DTC to the account of the Fund by
no later than 2:00 p.m., Eastern

                                       68



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 Unit Aggregations
of the same Fund on the same trade date. In these instances,  the Trust reserves
the right to settle these transactions on a net basis.

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

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

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

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

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

                                       69



an  account  maintained  at the  applicable  local  sub-custodian(s).  Except as
described herein, orders to purchase Creation Unit Aggregations must be received
by  the  Distributor  from  an  Authorized  Participant  on its  own or  another
investor's  behalf by the  closing  time of the regular  trading  session on the
applicable  Listing Exchange on the relevant  Business Day.  Purchase Orders for
Creation Unit Aggregations of Shares of the WisdomTree India Earnings Fund use a
different  process.  Purchase Orders for Creation Unit Aggregations of Shares of
the  WisdomTree  India  Earnings  Fund will be accepted  only if they are placed
after the Listing Exchange Closing Time and before 5:30 p.m. Eastern time on any
Business  Day. Such  Purchase  Orders for  WisdomTree  India  Earnings  Fund, if
accepted, will receive the next Business Day's net asset value per Creation Unit
Aggregation. However, when a relevant local market is closed due to local market
holidays, the local market settlement process will not commence until the end of
the local holiday period.  Settlement must occur by 2:00 p.m.,  Eastern time, on
the contractual settlement date.

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

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

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

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

                                       70



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

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

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



                                                             Standard Creation   Maximum Creation
Name of Fund                                                  Transaction Fee    Transaction Fee
----------------------------------------------------------   -----------------   ----------------
                                                                           
WisdomTree Total Dividend Fund                                   $  4,000            $  8,500
WisdomTree High-Yielding Equity Fund                             $  2,200            $  2,500
WisdomTree LargeCap Dividend Fund                                $  1,500            $  2,000
WisdomTree Dividend Top 100 Fund                                 $    500            $    600
WisdomTree MidCap Dividend Fund                                  $  2,500            $  3,000
WisdomTree SmallCap Dividend Fund                                $  4,000            $  4,500
WisdomTree Total Earnings Fund                                   $  5,500            $ 12,090
WisdomTree Earnings 500 Fund                                     $  2,500            $  2,500
WisdomTree MidCap Earnings Fund                                  $  3,500            $  4,000
WisdomTree SmallCap Earnings Fund                                $  4,000            $  5,705
WisdomTree Earnings Top 100 Fund                                 $    500            $    500
WisdomTree Low P/E Fund                                          $  2,000            $  3,500
WisdomTree DEFA Fund                                             $ 15,000            $ 50,000
WisdomTree DEFA High-Yielding Equity Fund                        $  9,500            $ 20,000
WisdomTree Europe Total Dividend Fund                            $  7,500            $ 25,000
WisdomTree Europe High-Yielding Equity Fund                      $  2,500            $  7,500
WisdomTree Europe SmallCap Dividend Fund                         $ 10,000            $ 11,000
WisdomTree Japan Total Dividend Fund                             $  4,000            $ 10,000
WisdomTree Japan High-Yielding Equity Fund                       $  2,500            $  3,500
WisdomTree Japan SmallCap Dividend Fund                          $  5,000            $  6,000
WisdomTree Pacific ex-Japan Total Dividend Fund                  $  8,000            $ 18,500
WisdomTree Pacific ex-Japan High-Yielding Equity Fund            $  3,500            $  4,500
WisdomTree International LargeCap Dividend Fund                  $  6,000            $  8,000
WisdomTree International Dividend Top 100 Fund                   $  2,500            $  3,500
WisdomTree International MidCap Dividend Fund                    $  8,000            $ 20,000
WisdomTree International SmallCap Dividend Fund                  $ 10,000            $ 25,000
WisdomTree Emerging Markets High-Yielding Equity Fund            $  9,000            $ 27,000
WisdomTree Emerging Markets SmallCap Dividend Fund               $  7,000            $ 21,000
WisdomTree India Earnings Fund                                   $  5,000            $ 20,000
WisdomTree International Basic Materials Sector Fund             $  4,000            $  5,000
WisdomTree International Communications Sector Fund              $  3,250            $  5,100
WisdomTree International Consumer Discretionary Sector Fund      $  9,500            $ 11,500
WisdomTree International Consumer Staples Sector Fund            $  8,000            $ 10,500
WisdomTree International Energy Sector Fund                      $  1,250            $  2,000
WisdomTree International Financial Sector Fund                   $  9,000            $ 14,000
WisdomTree International Health Care Sector Fund                 $  2,250            $  3,500
WisdomTree International Industrial Sector Fund                  $  9,500            $ 12,500
WisdomTree International Technology Sector Fund                  $  2,000            $  2,500
WisdomTree International Utilities Sector Fund                   $  1,500            $  2,500
WisdomTree International Real Estate Fund                        $  6,500            $ 10,150
WisdomTree Middle East Dividend Fund                             $  6,500            $ 26,000


                                       71



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

Placement  of  Redemption  Orders  for  International  Funds.  Orders  to redeem
Creation Unit  Aggregations of International  Funds must be delivered through an
Authorized  Participant  that has executed a  Participant  Agreement.  Investors
other than Authorized Participants are responsible for making arrangements for a
redemption  request to be made  through  an  Authorized  Participant.  Except as
described herein, an order to redeem Creation Unit Aggregations of International
Funds is deemed received by the Trust on the Transmittal Date if: (i) such order
is  received  by BNY (in its  capacity  as  Transfer  Agent)  not later than the
Closing Time on the Transmittal Date; (ii) such order is accompanied or followed
by the  requisite  number of shares of the Fund  specified in such order,  which
delivery must be made through DTC to BNY no later than 10:00 a.m., Eastern time,
on the next  Business Day following the  Transmittal  Date;  and (iii) all other
procedures  set forth in the  Participant  Agreement  are properly  followed.  A
different  process is used for Redemption  Orders for Creation Unit Aggregations
of Shares of the WisdomTree India Earnings Fund.  Redemption Orders for Creation
Unit  Aggregations  of  Shares  of the  WisdomTree  India  Earnings  Fund  use a
different process. Redemption Orders for Creation Unit Aggregations of Shares of
the  WisdomTree  India  Earnings  Fund will be accepted  only if they are placed
after the Listing Exchange Closing Time and before 5:30 p.m. Eastern time on any
Business Day. Such  Redemption  Orders for  WisdomTree  India  Earnings Fund, if
accepted, will receive the next Business Day's net asset value per Creation Unit
Aggregation. Deliveries of Fund Securities to redeeming investors generally will
be made within three  Business  Days. Due to the schedule of holidays in certain
countries,   however,   the   delivery  of  in-kind   redemption   proceeds  for
International  Funds may take longer than three  Business  Days after the day on
which the  redemption  request is received in proper  form.  In such cases,  the
local market settlement  procedures will not commence until the end of the local
holiday  periods.  See  below for a list of the local  holidays  in the  foreign
countries relevant to the International Funds.

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

                                       72



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

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

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

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

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

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

                                       73



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.  The Trust  intends  to pay
redemptions  of Creation Unit  Aggregations  of Shares of the  WisdomTree  India
Earnings Fund in cash,  either U.S.  dollars or Indian Rupee as specified by the
Trust.

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

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

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

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

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

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

Bahrain
Jan 1, 10, 20, 21            Dec 8, 9, 10
March 20                     Dec 16, 17
May 1, 14
Oct 1, 2

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

                                       74



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

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

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

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

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

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

Egypt
Jan 1, 7, 9, 20              Oct 2, 6, 9
April 27, 28                 Dec 10, 25
May 1
July 23

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

                                       75



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

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

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

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

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

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

Jordan
Jan 1, 10, 30                Dec 8, 9, 10, 11
March 20
May 1, 25
Sept 30
Oct 1, 2, 6

Kuwait
Jan 1, 9                     July 30
Feb 25, 26                   Oct 2, 5
March 20                     Dec 8, 9, 10, 11
May 14, 15

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

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

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

                                       76



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

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

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

Oman
Jan 1, 10, 12                Nov 18, 19
March 22                     Dec 7, 8, 9, 10
July 23, 30
Oct 1, 2

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

Qatar
Jan 1
Oct 1, 2
Dec 7, 8, 9, 10, 11, 18

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

                                       77



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

U.A.E.
Jan 1, 10, 14
March 20
July 31
Oct 1, 2
Dec 2, 7, 8, 9, 28

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

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

Taxes

Registered Investment Company  Qualifications.  Each Fund intends to qualify for
and to elect treatment as a separate Regulated  Investment Company ("RIC") under
Subchapter  M of the IRC.  To qualify  for  treatment  as a RIC,  each Fund must
distribute  with respect to each taxable year at least 90% of its net investment
company  taxable  income (as that term is defined in the Code without  regard to
the deduction for dividends paid-generally,  interest and net short-term capital
gains) and meet several other  requirements.  Among such other  requirements are
the  following:  (i) at least 90% of each  Fund's  annual  gross  income must be
derived from  dividends,  interest,  payments with respect to securities  loans,
gains  from the sale or other  disposition  of stock or  securities  or  foreign
currencies,  or other income  (including gains from options,  futures or forward
contracts)  derived  with  respect to its  business of  investing in such stock,
securities or currencies, and net income derived from an interest in a qualified
publicly  traded  partnership;  and  (ii) at the  close of each  quarter  of the
company's  taxable  year,  (a) at least 50% of the market  value of each  Fund's
total  assets  must be  represented  by cash and  cash  items,  U.S.  Government
securities,  securities  of other  RICs and other  securities,  with such  other
securities limited for purposes of this calculation in respect of any one issuer
to an amount not greater  than 5% of the value of each Fund's  total  assets and
not greater than 10% of the outstanding  voting  securities of such issuer,  and
(b) not more than 25% of the value of the Fund's total assets may be invested in
the  securities of any one issuer or two or more issuers that are  controlled by
each Fund  (within the meaning of Section  851(c)(2)  of the IRC),  and that are
engaged  in the same or  similar  trades  or  businesses  or  related  trades or
businesses  (other than U.S.  Government  securities or the  securities of other
regulated  investment  companies)  or the  securities  of one or more  qualified
publicly traded partnerships.

Taxation of RICs. If a Fund  qualifies as a RIC, the Fund will not be subject to
federal income tax on income  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  will be subject  to tax at regular  corporate
income tax rates without any deduction for  distributions to  shareholders,  and
such  distributions  generally  will be  taxable  to  shareholders  as  ordinary
dividends  to the extent of each Fund's  current and  accumulated  earnings  and
profits. In such event,  distributions to individuals should potentially qualify
as  qualified  dividend  income  and  distributions  to  corporate  shareholders
generally should potentially be eligible for the  dividends-received  deduction.
Although each Fund intends to distribute substantially all of its net investment
income  and its net  capital  gains  for each  taxable  year,  each Fund will be
subject to federal income  taxation to the extent any such income or net capital
gains are not distributed.  However,  the Fund may designate the retained amount
of net capital gains as undistributed capital

                                       78



gains in a notice to its  shareholders  who (i) will be  required  to include in
income for federal income purposes,  as long-term  capital gain, their shares of
such   undistributed   amount,  and  (ii)  will  be  entitled  to  credit  their
proportionate  shares of the tax paid by the Fund on such  undistributed  amount
against their federal  income tax  liabilities,  if any, and to claim refunds to
the extent the credit exceeds such liabilities. For federal income tax purposes,
the tax basis of shares owned by a shareholder  of the Fund will be increased by
an amount equal to the difference  between the amount of  undistributed  capital
gains included in the shareholder's  gross income and the tax deemed paid by the
shareholder  under  clause  (ii)  of  the  preceding   sentence.   If  a  Fund's
distributions  exceed its taxable  income and capital  gains  realized  during a
taxable  year,  all  or a  portion  of the  distributions  made  to  the  Fund's
Shareholder in the taxable year may be recharacterized as a return of capital to
shareholders. A return of capital distribution generally will not be taxable but
will reduce the shareholder's  cost basis and result in a higher capital gain or
lower capital loss when those shares on which the  distribution was received are
sold.

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

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

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

Qualified  Dividend  Income.  Distributions  by each Fund of investment  company
taxable income (excluding any short-term capital gains) whether received in cash
or shares will be taxable  either as ordinary  income or as  qualified  dividend
income,  eligible  for the reduced  maximum rate to  individuals  of 15% (5% for
individuals  in lower tax brackets) to the extent each Fund  receives  qualified
dividend  income  on the  securities  it  holds  and  the  Fund  designates  the
distribution  as qualified  dividend  income.  Qualified  dividend income is, in
general,  dividend income from taxable domestic corporations and certain foreign
corporations  (e.g.,  foreign  corporations  incorporated in a possession of the
United States or in certain  countries with a comprehensive  tax treaty with the
United  States,  or the stock of which is  readily  tradable  on an  established
securities  market in the  United  States).  A  dividend  will not be treated as
qualified  dividend  income to the extent that at either the Fund or shareholder
level (i) the shareholder has not held the shares on which the dividend was paid
for more than 60 days during the 121-day  period that begins on the date that is
60 days before the date on which the shares  become ex dividend  with respect to
such dividend (and each Fund also satisfies  those holding  period  requirements
with respect to the  securities it holds that paid the dividends  distributed to
the shareholder),  (ii) the shareholder is under an obligation (whether pursuant
to a  short  sale or  otherwise)  to  make  related  payments  with  respect  to
substantially similar or related property, (iii) the shareholder elects to treat
such dividend as investment  income under  section  163(d)(4)(B)  of the IRC, or
(iv) the  dividend is received  by the Fund from a foreign  corporation  that is
treated as a passive foreign investment company. Absent further legislation, the
maximum  15% rate on  qualified  dividend  income  will not  apply to  dividends
received in taxable years  beginning after December 31, 2010.  Distributions  by
each Fund of its net  short-term  capital  gains  will be  taxable  as  ordinary
income. Distributions of net capital gains from the sale of investments that the
Fund  owned for more than one year and are  properly  designated  by the Fund as
capital gain dividends will be taxable as long-term capital gains.

Corporate Dividends Received Deduction.  A Fund's dividends that are paid to its
corporate  shareholders and are attributable to qualifying dividends it received
from U.S. domestic corporations may be eligible, in the hands of

                                       79



such shareholders,  for the corporate dividends received  deduction,  subject to
certain holding period requirements and debt financing limitations.

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

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

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

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

The election of regime (ii) or (iii) may  accelerate  the  recognition of income
(without the receipt of cash) and increase the amount required to be distributed
by the Fund to avoid  taxation.  Electing  either of these regimes may therefore
require  the  Fund to  liquidate  other  investments  (including  when it is not
advantageous  to do so) to meet its  distribution  requirement,  which  also may
accelerate the recognition of gain and affect the Fund's total return. Dividends
paid by PFICs will not be eligible to be treated as "qualified dividend income."

Federal  Tax  Treatment  of  Complex  Securities.  Funds may  invest in  complex
securities. These investments may be subject to numerous special and complex tax
rules,  including  mark-to-market,  constructive sale,  straddle,  wash sale and
short sale rules.  These rules could affect whether gains and losses  recognized
by the Fund are  treated as  ordinary  income or capital  gain,  accelerate  the
recognition of income to a Fund and/or defer a Fund's ability to

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recognize  losses.  In turn,  these  rules  may  affect  the  amount,  timing or
character of the income distributed to you by the Fund.

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

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

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

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

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

Foreign  shareholders  of a Fund must  treat a  distribution  attributable  to a
Fund's sale of stock in a REIT or other U.S.  real property  holding  company as
real property gain,  subject to U.S. tax and withholding,  if 50% or more of the
value of the Fund's  assets are invested in REITs and other U.S.  real  property
holding  corporations and if the foreign  shareholder has held more than 5% of a
class of stock at any time during the one-year  period ending on the date of the
distribution.  After  December  31,  2007,  a  distribution  from a Fund will be
treated  as  attributable  to  a  U.S.  real  property  interest  only  if  such
distribution is attributable to a distribution received by the Fund from a REIT.
Restrictions  apply  regarding wash sales and substitute  payment  transactions.
Dividends  received  by the  Fund  from a REIT  will  generally  not  constitute
qualified dividend income.

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Taxation of the India Portfolio

As discussed,  the India  Earnings Fund invests in Indian  securities  through a
wholly-owned subsidiary, WisdomTree India Investment Portfolio, Inc. (the "India
Portfolio").  Investors  should note that taxation in India of the income of the
India  Portfolio  arising from its  investments in India,  and therefore the tax
liability of the Fund, is expected to be minimized  under the  provisions of the
India Mauritius Double Tax Avoidance  Treaty (the "Treaty").  While the validity
of this treaty and its  applicability  to entities such as the Fund was recently
upheld by the Supreme  Court of India,  no assurance can be given that the terms
of the Treaty will not be subject to  re-intepretation  and renegotiation in the
future.  Any change in the Treaty's  application  could have a material  adverse
affect on the tax status of the India Portfolio and therefore the returns of the
India  Portfolio  and the returns of the India  Earnings  Fund.  Further,  it is
possible that the Indian tax  authorities may seek to take the position that the
India Portfolio is not entitled to the benefits of the Treaty.

In order to claim the benefits of the Treaty,  the India Portfolio must be a tax
resident of Mauritius.  The India Portfolio is  incorporated  in Mauritius,  has
been issued a certificate  of Mauritian tax residence by the Tax  Authorities in
Mauritius,  and has been granted a Tax Residency Certificate.  Accordingly,  the
Fund expects to be eligible for the benefits under the Treaty.

It is  currently  not  clear  whether  income  from  entities  such as the India
Portfolio  will be classified  as capital  gains income or as 'business  income'
under Indian law. However,  this distinction  should not affect the ultimate tax
consequences  to the India  Portfolio.  Under the  Treaty,  capital  gains  from
investment  in  Indian  securities,  global  depositary  receipts,  or  American
depositary receipts issued with respect to Indian companies are exempt from tax,
provided that the India  Portfolio  does not have a Permanent  Establishment  in
India.  Similarly,  'business  income,' is also exempt from  taxation  under the
Treaty so long as the India Portfolio does not have a Permanent Establishment in
India. Since the India Portfolio has been deemed a tax resident of Mauritius, it
does not expect to be deemed to have a Permanent  Establishment in India. If the
India  Portfolio  were  deemed to have such a  Permanent  Establishment,  income
attributable to that Permanent Establishment could be taxable in India at a rate
of 42.23%.

Regardless  of the  application  of the Treaty,  all  transactions  entered on a
recognized stock exchange in India are subject to the Securities Transaction Tax
("STT"),  which is levied on the value of a  transaction  at rates not exceeding
0.25%.  The STT can be set off against  business income tax calculated under the
Indian Income Tax Act,  provided that the gains on the  transactions  subject to
the STT are taxed as business income and not as capital gains.

It is currently  not entirely  clear  whether the Indian  Minimum  Alternate Tax
("MAT") applies to The India Portfolio as a beneficiary of the Treaty.  Although
the Treaty should  override the provisions of the Indian Income Tax Act and thus
the application of the MAT, this is not certain.  If the MAT does apply, and the
Indian  income tax payable by The India  Portfolio  is less than 10% of its book
profits,  then The India  Portfolio  would be deemed to owe taxes of 10% of book
profits.

Please note that the above description is based on current  provisions of Indian
law, and any change or modification made by subsequent legislation,  regulation,
or  administrative  or judicial decision could increase the Indian tax liability
of the India Portfolio and thus reduce the return to Fund shareholders.

Non-U.S. Shareholders.  Each shareholder who is not a U.S. person should consult
his or her tax  advisor  regarding  the U.S.  and foreign  tax  consequences  of
ownership  of shares of a Fund.  Each Fund will  withhold a tax at a rate of 30%
(or lower under a tax treaty) on all ordinary dividend distributions to non-U.S.
persons.  The  withholding  obligation  generally  does not  apply  to  properly
designated  dividends  derived from certain  interest income of the Fund or from
short-term  capital  gains of the Fund which are paid with respect to Fund years
beginning before January 1, 2008.  Depending on the circumstances,  the Fund may
make such  designations  with  respect to all,  some or none of its  potentially
eligible  dividends  and/or  treat  such  dividends,  in whole  or in  part,  as
ineligible  for this exemption  from  withholding.  In order to qualify for this
exemption from withholding, a foreign person will need to comply with applicable
certification requirements relating to its non-US status (including, in general,
furnishing  an IRS Form W-8BEN or substitute  Form).  In the case of shares held
through an intermediary,  the intermediary may withhold even if the Fund makes a
designation  with respect to a payment.  Foreign  persons  should  contact their
intermediaries with respect to the application of these rules to their accounts.

                                       82



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

Determination of NAV

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

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

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

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.

                                       83



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

Financial Statements

The audited financial  statements,  including the financial highlights appearing
in the Trust's annual report to shareholders for the fiscal year ended March 31,
2007 and filed electronically with the Securities and Exchange  Commission,  are
incorporated  by reference  and made part of this SAI. You may request a copy of
the Trust's  Annual Report at no charge by calling  866-909-9473  or through the
Trust's website at www.wisdomtree.com.

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.

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