As filed with the Securities and Exchange Commission on July 29, 2008

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

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    |X|
                       Pre-Effective Amendment No. _____                   |_|
                       Post-Effective Amendment No. 18                     |X|

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            |X|
                       Amendment No. 20                                    |X|

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

                                WISDOMTREE TRUST
               (Exact Name of Registrant as Specified in Charter)

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

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

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

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

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

If appropriate, check the following box:

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




      [WISDOMTREE LOGO]

      -----------------
      Dividend Funds
      -----------------

                                                                      PROSPECTUS


                                                                   July 29, 2008





--------------------------------------------------------------------------------------------------
      WisdomTree(R) Trust
--------------------------------------------------------------------------------------------------

      WisdomTree                             WisdomTree
      Domestic Dividend Funds                International Dividend Funds
                                          
      WisdomTree Total Dividend Fund         WisdomTree DEFA Fund

      WisdomTree High-Yielding Equity Fund   WisdomTree DEFA High-Yielding Equity Fund

      WisdomTree LargeCap Dividend Fund      WisdomTree Europe Total Dividend Fund

      WisdomTree Dividend Top 100 Fund       WisdomTree Europe High-Yielding Equity Fund

      WisdomTree MidCap Dividend Fund        WisdomTree Europe SmallCap Dividend Fund

      WisdomTree 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

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



      THE SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT APPROVED OR
      DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
      PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



WisdomTree Trust

WisdomTree Trust (the "Trust") is a registered investment company that consists
of separate investment portfolios called "Funds." Each Fund seeks investment
results that closely correspond to the price and yield performance, before fees
and expenses, of a particular index that defines a dividend-paying segment of
the U.S. or international stock market. The indexes are created using a
proprietary methodology developed by WisdomTree Investments, Inc. The Funds
described in this Prospectus are listed in the Table of Contents.


Each Fund is an "exchange traded fund." This means that shares of the Funds are
listed on a national securities exchange, such as NYSE Arca, and trade at market
prices. The market price for a Fund's shares may be different from its net asset
value per share ("NAV"). Each Fund has its own CUSIP number and exchange trading
symbol.


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

--------------------------------------------------------------------------------
A NOTE TO RETAIL INVESTORS

Shares can be purchased directly from the issuing Fund only in exchange for a
basket of securities that is expected to be worth several million dollars. Most
individual investors, therefore, will not be able to purchase shares directly
from a Fund. Instead, these investors will purchase shares in the secondary
market through a brokerage account or with the assistance of a broker. Thus,
some of the information contained in this Prospectus - such as information about
purchasing and redeeming shares from a Fund and references to transaction fees
imposed on purchases and redemptions - is not relevant to most individual
investors. Shares purchased or sold through a brokerage account or with the
assistance of a broker may be subject to brokerage commissions and charges.
--------------------------------------------------------------------------------

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



WisdomTree Trust


--------------------------------------------------------------------------------
Table of Contents
--------------------------------------------------------------------------------

Overview                                                                       2
Investment Objective                                                           2
Principal Investment Strategies                                                2
Principal Risk Factors Common to All Funds                                     3

WisdomTree Domestic Dividend Funds                                             6

WisdomTree Total Dividend Fund                                                 6
WisdomTree High-Yielding Equity Fund                                           9
WisdomTree LargeCap Dividend Fund                                             12
WisdomTree Dividend Top 100 Fund                                              15
WisdomTree MidCap Dividend Fund                                               18
WisdomTree SmallCap Dividend Fund                                             21

WisdomTree International Dividend Funds                                       24

WisdomTree DEFA Fund                                                          24
WisdomTree DEFA High-Yielding Equity Fund                                     27
WisdomTree Europe Total Dividend Fund                                         30
WisdomTree Europe High-Yielding Equity Fund                                   33
WisdomTree Europe SmallCap Dividend Fund                                      36
WisdomTree Japan Total Dividend Fund                                          39
WisdomTree Japan High-Yielding Equity Fund                                    42
WisdomTree Japan SmallCap Dividend Fund                                       45
WisdomTree Pacific ex-Japan Total Dividend Fund                               48
WisdomTree Pacific ex-Japan High-Yielding Equity Fund                         51
WisdomTree International LargeCap Dividend Fund                               54
WisdomTree International Dividend Top 100 Fund                                57
WisdomTree International MidCap Dividend Fund                                 60
WisdomTree International SmallCap Dividend Fund                               63
WisdomTree Emerging Markets High-Yielding Equity Fund                         66
WisdomTree Emerging Markets SmallCap Dividend Fund                            69
WisdomTree Middle East Dividend Fund                                          72

Management                                                                    75

Investment Adviser                                                            75
Sub-Adviser                                                                   76
Portfolio Managers                                                            76
Portfolio Holdings Information                                                77
Buying and Selling Shares                                                     77
Share Trading Prices                                                          77
Determination of Net Asset Value                                              77
Dividends and Distributions                                                   78
Book Entry                                                                    78
Delivery of Shareholder Documents - Householding                              78
Frequent Purchases and Redemptions of Fund Shares                             78
Investments by Registered Investment Companies                                79
Taxes                                                                         79
Taxes on Distributions                                                        79
Taxes When Fund Shares are Sold                                               80
Taxes on Creation and Redemption of Creation Units                            80
Creation and Redemption                                                       81
Authorized Participants and the Continuous Offering of Shares                 81
Creation and Redemption Transaction Fees for Creation Units                   81
Distribution                                                                  82
Additional Notices                                                            83
Financial Highlights                                                          83
Frequency Distribution of Discounts & Premiums                                96


                                                   WisdomTree Trust Prospectus 1



Overview

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

Each Fund is an exchange-traded fund ("ETF"). ETFs are index funds whose shares
are listed on a stock exchange and traded like equity securities at market
prices. ETFs, such as the Funds, allow you to buy or sell shares that represent
the collective performance of a selected group of securities. ETFs are designed
to add the flexibility, ease and liquidity of stock-trading to the benefits of
traditional index-fund investing.

WisdomTree Asset Management, Inc. ("WisdomTree Asset Management") is the
investment adviser to each Fund. WisdomTree Investments, Inc. ("WisdomTree
Investments") is the parent company of WisdomTree Asset Management.

Investment Objective

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

Principal Investment Strategies


This Prospectus describes six Funds that invest in dividend-paying U.S. equity
securities and seventeen Funds that invest in dividend-paying non-U.S. equity
securities. Each Fund tracks a specific U.S. or international stock Index
created by WisdomTree Investments. Each Dividend Index is designed to measure a
specific segment of the market for U.S. or international dividend-paying
securities. Each Fund seeks investment returns that closely correspond to the
price and yield performance, before fees and expenses, of its underlying Index.


The WisdomTree Indexes are "fundamentally weighted." The Dividend Indexes differ
from most traditional indexes in that the proportion, or "weighting," of the
securities in each Dividend Index is based on a measure of fundamental value.
The Dividend Indexes are weighted based on either the amount of cash dividends
that companies in each Index pay or the dividend yield of the companies in each
Index. This means that securities of companies that pay higher amounts of cash
dividends or have higher dividend yields generally will be more heavily weighted
in each Index and Fund. Most traditional indexes and index funds weight their
securities by looking simply at the market capitalization of such securities.
Common stocks, real estate investment trusts, tracking stocks, and holding
companies are eligible for inclusion in each Index. Only regular dividends
(i.e., established or quarterly dividends as opposed to non-recurring or special
dividends) are included in the determination of cash dividends or dividend
yield.

Under normal circumstances, at least 95% of a Fund's total assets (exclusive of
collateral held from securities lending) will be invested in the component
securities of its Index. Each Fund will normally invest at least 80% of its net
assets, plus the amount of any borrowings for investment purposes, in the types
of securities suggested by its name. Each Fund generally may invest up to 5% of
its total assets in securities not included in its Index, but which the Fund
believes will help it track its Index. For example, a Fund may invest in
securities that are not components of its Index in order to reflect various
corporate actions and other changes to its Index (such as reconstitutions,
additions and deletions). Under normal circumstances, as long as a Fund invests
at least 95% of its total assets in the securities of its Index, it also may
invest its other assets in cash and cash equivalents, as well as in shares of
other investment companies, futures contracts, options on futures contracts,
options, and swaps. WisdomTree Asset Management expects that, over time, the
correlation between each Fund's performance and that of its Index, before fees
and expenses, will be 95% or better.

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


*     "WisdomTree" is a registered mark of WisdomTree Investments and has been
      licensed for use by the Trust. WisdomTree Investments has patent
      applications pending on the methodology and operation of its Indexes and
      the Funds.


2 WisdomTree Trust Prospectus




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


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

Principal Risk Factors Common to All Funds


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


Stock Market Risk

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

Investment Style Risk

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

Interest Rate Risk

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

Investment Approach Risk

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

Concentration Risk

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

                                                   WisdomTree Trust Prospectus 3




Financial Sector Risk

The Funds generally invest a relatively large percentage of their assets in
securities of companies in the financial sector and therefore the performance of
the Funds will be impacted by events affecting this sector. This sector can be
significantly affected by changes in interest rates, the rate of corporate and
consumer debt defaulted, price competition, and the availability and cost of
capital.


Non-Diversification Risk

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

Issuer-Specific Risk

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

Non-Correlation Risk


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


Management Risk

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

Market Trading Risk


Although Fund shares are listed on national securities exchanges, there can be
no assurance that an active trading market for Fund shares will develop or be
maintained. If an active market is not maintained, investors may find it
difficult to buy or sell Fund shares. Trading of shares of a Fund on a stock
exchange may be halted if exchange officials deem such action appropriate, if
the Fund is delisted, or if the activation of marketwide "circuit breakers"
halts stock trading generally. If a Fund's shares are delisted, the Fund may
seek to list its shares on another market, merge with another ETF, or redeem its
shares at NAV. WisdomTree Asset Management believes that, under normal market
conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.


4 WisdomTree Trust Prospectus



Shares of the Funds May Trade at Prices Other Than NAV

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

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

Lack of Governmental Insurance or Guarantee

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

Fiscal Policy Risk


Any repeal or failure to extend the current federal tax treatment of qualified
dividend income could make dividend-paying securities less appealing to
investors and could have a negative impact on the performance of the Funds.

Principal Risk Factors Common to the International Dividend Funds

Foreign Securities Risk

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

Currency Risk

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


                                                   WisdomTree Trust Prospectus 5



--------------------------------------------------------------------------------
WisdomTree Domestic Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree Total
Dividend Fund


Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W109

Exchange Trading Symbol:
o DTD
--------------------------------------------------------------------------------


WisdomTree Total Dividend Fund


Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Dividend Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Dividend Index. The Fund
attempts to invest all, or substantially all, of its assets in the stocks that
make up the Index. The Fund generally uses a Representative Sampling strategy to
achieve its investment objective.

Index Description


The WisdomTree Dividend Index measures the performance of U.S. companies that
pay regular cash dividends on shares of their common stock and that meet
specified requirements as of the Index measurement date. The Index consists of
companies that: (i) are incorporated in the United States (including Puerto
Rico), (ii) are listed on the New York Stock Exchange ("NYSE"), American Stock
Exchange ("AMEX"), the NASDAQ Global Select Market or NASDAQ Global Market
("NASDAQ"), (iii) pay regular cash dividends on shares of their common stock,
(iv) have a market capitalization of at least $100 million on the Index
measurement date, and (v) have an average daily dollar trading volume of at
least $100,000 for the three months prior to the Index measurement date.
Companies are weighted in the Index based on their projected cash dividends as
of the Index measurement date. The Index includes all large-capitalization,
mid-capitalization and small-capitalization securities that meet the Index
requirements and is, in this sense, a total market index for the dividend-paying
segment of the U.S. market. As of June 30, 2008, approximately 77% of the
capitalization of the Index consisted of companies with market capitalizations
over $10.0 billion.


Primary Investment Risks


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


Performance Information


The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual


6 WisdomTree Trust Prospectus




returns compared with its underlying index and another measure of market
performance. All returns assume reinvestment of dividends and distributions. The
Fund's past performance (before and after taxes) is not necessarily an
indication of how the Fund will perform in the future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                             2007
                                             -----
                              Total Return   1.34%


The Fund's year-to-date total return as of June 30, 2008 was (15.80)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)

--------------------------------------------------------------------------------
                                                        Return     Quarter/Year
--------------------------------------------------------------------------------
Highest Return                                            4.44%        2/2007
--------------------------------------------------------------------------------
Lowest Return                                            (5.00)%       4/2007
--------------------------------------------------------------------------------

Average Annual Total Returns as of December 31, 2007



------------------------------------------------------------------------------------------
WisdomTree Total Dividend Fund                                 1 Year   Since Inception(1)
------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                             1.34%         10.89%
------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                          0.40%          9.95%
------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares     0.88%          8.75%
------------------------------------------------------------------------------------------
Russell 3000 Index(3)
  (reflects no deduction for fees, expenses or taxes)           5.11%         12.60%
------------------------------------------------------------------------------------------
WisdomTree Dividend Index
  (reflects no deduction for fees, expenses or taxes)           1.94%         11.12%
------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The Russell 3000 Index measures the performance of the 3,000 largest U.S.
      companies based on total market capitalization.


                                                   WisdomTree Trust Prospectus 7



Fees and Expenses

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


--------------------------------------------------------------------------------
Shareholder Fees                                                          None
(fees paid directly from your investment, but see the Creation
Transaction Fees and Redemption Transaction Fees section below)
--------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
--------------------------------------------------------------------------------
  Management Fees                                                         0.28%
--------------------------------------------------------------------------------
  Distribution and/or Service (12b-1) Fees                                None
--------------------------------------------------------------------------------
  Other Expenses(a)                                                       0.00%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                      0.28%
--------------------------------------------------------------------------------

(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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


--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                           $29       $90       $157      $356
--------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                           $29       $90       $157      $356
--------------------------------------------------------------------------------

8 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree Domestic Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree High-Yielding
Equity Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W208

Exchange Trading Symbol:
o DHS
--------------------------------------------------------------------------------


WisdomTree High-Yielding Equity Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree High-Yielding Equity Index. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.

Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree High-Yielding Equity Index.
The Fund attempts to invest all, or substantially all, of its assets in the
stocks that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.


Index Description


The WisdomTree 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 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 their projected cash dividends as of the
Index measurement date. The Index includes large-capitalization,
mid-capitalization and small-capitalization stocks. In this sense, it is a
dividend-weighted U.S. multi-capitalization index. As of June 30, 2008,
approximately 70% of the capitalization of the Index consisted of companies with
market capitalizations over $10.0 billion.


Primary Investment Risks


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


Performance Information


The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


                                                   WisdomTree Trust Prospectus 9



  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                               2007
                                             -------
                             Total Return    (4.42)%


The Fund's year-to-date total return as of June 30, 2008 was (23.36)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



-------------------------------------------------------------------------------------------
                                                                     Return   Quarter/Year
-------------------------------------------------------------------------------------------
                                                                        
Highest Return                                                        2.69%      2/2007
-------------------------------------------------------------------------------------------
Lowest Return                                                        (8.59)%     4/2007
-------------------------------------------------------------------------------------------


Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree High-Yielding Equity Fund                           1 Year   Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                            (4.42)%         7.49%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                         (5.63)%         6.31%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    (2.83)%         5.72%
-------------------------------------------------------------------------------------------
Russell 1000 Value Index(3)
   (reflects no deduction for fees, expenses or taxes)         (0.17)%        10.77%
-------------------------------------------------------------------------------------------
WisdomTree High-Yielding Equity Index
   (reflects no deduction for fees, expenses or taxes)         (4.53)%         7.39%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The Russell 1000 Value Index is a measure of the large-cap value segment
      of the U.S. equity universe, selecting from the Russell 1000 Index.


Fees and Expenses

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



-------------------------------------------------------------------------------------------
                                                                                  
Shareholder Fees                                                                     None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
-------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-------------------------------------------------------------------------------------------
   Management Fees                                                                   0.38%
-------------------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                                          None
-------------------------------------------------------------------------------------------
   Other Expenses(a)                                                                 0.00%
-------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                 0.38%
-------------------------------------------------------------------------------------------


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.


10 WisdomTree Trust Prospectus




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


--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                            $39      $122      $213      $480
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                            $39      $122      $213      $480
--------------------------------------------------------------------------------

                                                  WisdomTree Trust Prospectus 11



--------------------------------------------------------------------------------
WisdomTree Domestic Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree LargeCap
Dividend Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W307

Exchange Trading Symbol:
o DLN
--------------------------------------------------------------------------------


WisdomTree LargeCap Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree LargeCap Dividend Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree LargeCap Dividend Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.


Index Description


The WisdomTree LargeCap Dividend Index measures performance of companies that
pay regular cash dividends from the large-capitalization segment of the
WisdomTree Dividend Index and that meet specified requirements as of the Index
measurement date. 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. As of June 30, 2008,
approximately 92% of the capitalization of the Index consisted of companies with
market capitalizations over $10.0 billion.


Primary Investment Risks


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

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


12 WisdomTree Trust Prospectus



  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                              2007
                                             -------
                             Total Return     2.79%


The Fund's year-to-date total return as of June 30, 2008 was (16.63)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



-------------------------------------------------------------------------------------------
                                                                     Return   Quarter/Year
-------------------------------------------------------------------------------------------
                                                                        
Highest Return                                                        4.88%       2/2007
-------------------------------------------------------------------------------------------
Lowest Return                                                        (4.44)%      4/2007
-------------------------------------------------------------------------------------------


Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree LargeCap Dividend Fund                             1 Year    Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                            2.79%           12.14%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                         1.85%           11.23%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    1.82%            9.84%
-------------------------------------------------------------------------------------------
S&P 500 Index(3)
   (reflects no deduction for fees, expenses or taxes)         5.46%           13.02%
-------------------------------------------------------------------------------------------
WisdomTree LargeCap Dividend Index
   (reflects no deduction for fees, expenses or taxes)         2.92%           12.05%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P 500 Index is a capitalization-weighted index of 500 stocks
      designed to represent the performance of the leading industries in the
      United States economy.


Fees and Expenses

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



-------------------------------------------------------------------------------------------
                                                                                  
Shareholder Fees                                                                     None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
-------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-------------------------------------------------------------------------------------------
   Management Fees                                                                   0.28%
-------------------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                                          None
-------------------------------------------------------------------------------------------
   Other Expenses(a)                                                                 0.00%
-------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                 0.28%
-------------------------------------------------------------------------------------------


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.


                                                  WisdomTree Trust Prospectus 13




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


--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                            $29      $90       $157      $356
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                            $29      $90       $157      $356
--------------------------------------------------------------------------------

14 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree Domestic Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree Dividend
Top 100 Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W406

Exchange Trading Symbol:
o DTN
--------------------------------------------------------------------------------


WisdomTree Dividend Top 100 Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Dividend Top 100 Index. The WisdomTree Dividend Top
100 Index measures the performance of the 100 highest dividend-yielding
companies in the WisdomTree LargeCap Dividend Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Dividend Top 100 Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.


Index Description


The WisdomTree Dividend Top 100 Index measures the performance of the 100
highest dividend-yielding companies in the WisdomTree LargeCap Dividend Index
that meet specified requirements as of the Index measurement date. Unlike the
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 primarily of 100
large-capitalization securities and is, in this sense, a dividend-yield weighted
U.S. large-capitalization index. As of June 30, 2008, approximately 60% of the
capitalization of the Index consisted of companies with market capitalizations
over $10.0 billion and approximately 40% of the capitalization of the Index
consisted of companies with market capitalizations between $2.0 billion and
$10.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your investment.

o     Utilities Investing. The Fund generally invests a relatively large
      percentage of its assets in the utilities sector. The utilities sector can
      be significantly affected by, among other things, demand for services,
      government regulation, commodity prices and interest rate sensitivity.


                                                  WisdomTree Trust Prospectus 15




o     Mid-Capitalization Investing. The Fund generally invests a relatively
      large percentage of its assets in securities of mid-capitalization
      companies. The securities of mid-capitalization companies may be more
      vulnerable to adverse issuer, market, political, or economic developments
      than the market as a whole or other types of securities. As a result, the
      Fund may be more volatile than funds that invest in larger, more
      established companies.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                               2007
                                             -------
                             Total Return     0.11%


The Fund's year-to-date total return as of June 30, 2008 was (18.63)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)

--------------------------------------------------------------------------------
                                                          Return   Quarter/Year
--------------------------------------------------------------------------------
Highest Return                                             3.44%       1/2007
--------------------------------------------------------------------------------
Lowest Return                                             (6.15)%      4/2007
--------------------------------------------------------------------------------

Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree Dividend Top 100 Fund                              1 Year    Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                            0.11%           10.77%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                        (1.00)%           9.73%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    0.10%            8.60%
-------------------------------------------------------------------------------------------
Dow Jones U.S. Select Dividend Index(3)
   (reflects no deduction for fees, expenses or taxes)        (5.14)%           5.85%
-------------------------------------------------------------------------------------------
WisdomTree Dividend Top 100 Index
   (reflects no deduction for fees, expenses or taxes)         0.96%           10.98%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The Dow Jones U.S. Select Dividend Index measures the performance of 100
      U.S. dividend-paying companies.


16 WisdomTree Trust Prospectus




Fees and Expenses


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



-------------------------------------------------------------------------------------------
                                                                                  
Shareholder Fees                                                                     None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
-------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-------------------------------------------------------------------------------------------
   Management Fees                                                                   0.38%
-------------------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                                          None
-------------------------------------------------------------------------------------------
   Other Expenses(a)                                                                 0.00%
-------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                 0.38%
-------------------------------------------------------------------------------------------


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                                      1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                       
                                                        $39      $122      $213      $480
-------------------------------------------------------------------------------------------


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



-------------------------------------------------------------------------------------------
                                                      1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                       
                                                        $39      $122      $213      $480
-------------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 17



--------------------------------------------------------------------------------
WisdomTree Domestic Dividend Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree MidCap
Dividend Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W505

Exchange Trading Symbol:
o DON
--------------------------------------------------------------------------------

WisdomTree MidCap Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree MidCap Dividend Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree MidCap Dividend Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the Index. A portion of the Index is comprised of stocks issued by
REITs. The Fund generally uses a Representative Sampling strategy to achieve its
investment objective.


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 and that 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
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 Dividend 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 and is, in this sense, a dividend-weighted U.S. mid-capitalization
index. As of June 30, 2008, approximately 82% of the capitalization of the Index
consisted of companies with market capitalizations between $2.0 billion and
$10.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Mid-Capitalization Investing. The Fund invests primarily in securities of
      mid-capitalization companies. The securities of mid-capitalization
      companies may be more vulnerable to adverse issuer, market, political, or
      economic developments than the market as a whole or other types of
      securities. As a result, the Fund may be more volatile than funds that
      invest in larger, more established companies.


o     Investments in REITs. The Fund generally invests a relatively large
      percentage of its assets in real estate investment trusts or "REITs."
      Investments in REITs subject the

18 WisdomTree Trust Prospectus



      Fund to risks associated with the direct ownership of real estate. Market
      conditions or events affecting the overall market for REITs, such as
      declining property values or rising interest rates, could have a negative
      impact on the Fund's performance.


o     Utilities Investing. The Fund generally invests a relatively large
      percentage of its assets in the utilities sector. The utilities sector can
      be significantly affected by, among other things, demand for services,
      government regulation, commodity prices and interest rate sensitivity.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                          2007
                                        -------
                        Total Return    (5.49)%


The Fund's year-to-date total return as of June 30, 2008 was (10.56)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



-------------------------------------------------------------------------------------------
                                                                     Return   Quarter/Year
-------------------------------------------------------------------------------------------
                                                                        
Highest Return                                                       2.68%       1/2007
-------------------------------------------------------------------------------------------
Lowest Return                                                       (6.55)%      4/2007
-------------------------------------------------------------------------------------------


Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree MidCap Dividend Fund                                1 Year   Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                           (5.49)%          5.33%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                        (6.42)%          4.35%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares   (3.54)%          3.99%
-------------------------------------------------------------------------------------------
S&P Mid Cap 400 Index(3)
   (reflects no deduction for fees, expenses or taxes)         7.93%          11.40%
-------------------------------------------------------------------------------------------
WisdomTree MidCap Dividend Index
   (reflects no deduction for fees, expenses or taxes)        (7.25)%          3.99%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P Mid Cap 400 Index is a capitalization weighted index which
      measures the performance of the mid-cap range of the U.S. stock market.


                                                  WisdomTree Trust Prospectus 19



Fees and Expenses

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



-------------------------------------------------------------------------------------------
                                                                                  
Shareholder Fees                                                                     None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
-------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-------------------------------------------------------------------------------------------
   Management Fees                                                                   0.38%
-------------------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                                          None
-------------------------------------------------------------------------------------------
   Other Expenses(a)                                                                 0.00%
-------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                 0.38%
-------------------------------------------------------------------------------------------


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $39      $122      $213      $480
-------------------------------------------------------------------------------------------


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



-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $39      $122      $213      $480
-------------------------------------------------------------------------------------------


20 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree Domestic Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree SmallCap
Dividend Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W604

Exchange Trading Symbol:
o DES
--------------------------------------------------------------------------------


WisdomTree SmallCap Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree SmallCap Dividend Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree SmallCap Dividend Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.


Index Description


The WisdomTree SmallCap Dividend Index measures the performance of companies
that pay regular cash dividends from the small-capitalization segment of the
WisdomTree Dividend Index and that 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 Dividend Index. Those companies that comprise the bottom 25% of the
remaining market capitalization of the WisdomTree Dividend Index as of the Index
measurement date are included in the WisdomTree SmallCap Dividend 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 and is, in this sense, a dividend-weighted U.S. small-capitalization
index. As of June 30, 2008, approximately 99% of the capitalization of the Index
consisted of companies with market capitalizations less than $2.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


                                                  WisdomTree Trust Prospectus 21




o     Small-Capitalization Investing. The Fund invests primarily in securities
      of small-capitalization companies. As a result, the Fund may be more
      volatile than funds that invest in larger, more established companies. The
      securities of small-capitalization companies generally trade in lower
      volumes and are subject to greater and more unpredictable price changes
      than larger capitalization stocks or the stock market as a whole.
      Small-capitalization companies may be particularly sensitive to changes in
      interest rates, borrowing costs and earnings.

o     Investments in REITs. The Fund generally invests a relatively large
      percentage of its assets in real estate investment trusts or "REITs."
      Investments in REITs subject the Fund to risks associated with the direct
      ownership of real estate. Market conditions or events affecting the
      overall market for REITs, such as declining property values or rising
      interest rates, could have a negative impact on the Fund's performance.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                       2007
                                     --------
                      Total Return   (12.50)%


The Fund's year-to-date total return as of June 30, 2008 was (13.37)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



-------------------------------------------------------------------------------------------
                                                                     Return   Quarter/Year
-------------------------------------------------------------------------------------------
                                                                        
Highest Return                                                        0.89%      2/2007
-------------------------------------------------------------------------------------------
Lowest Return                                                        (9.15)%     4/2007
-------------------------------------------------------------------------------------------



22 WisdomTree Trust Prospectus




Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree SmallCap Dividend Fund                             1 Year    Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                          (12.50)%          1.22%
-------------------------------------------------------------------------------------------
Return after taxes on distributions (2)                      (13.55)%          0.01%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares   (8.07)%          0.40%
-------------------------------------------------------------------------------------------
Russell 2000 Index(3)
   (reflects no deduction for fees, expenses or taxes)        (1.56)%          8.04%
-------------------------------------------------------------------------------------------
WisdomTree SmallCap Dividend Index
   (reflects no deduction for fees, expenses or taxes)       (14.29)%         (0.14)%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The Russell 2000 Index measures performance of the smallest 2,000
      securities in the Russell 3000 Index.


Fees and Expenses

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



-------------------------------------------------------------------------------------------
                                                                                  
Shareholder Fees                                                                     None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
-------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
-------------------------------------------------------------------------------------------
   Management Fees                                                                   0.38%
-------------------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                                          None
-------------------------------------------------------------------------------------------
   Other Expenses(a)                                                                 0.00%
-------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                 0.38%
-------------------------------------------------------------------------------------------


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $39      $122      $213      $480
-------------------------------------------------------------------------------------------


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



-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $39      $122      $213      $480
-------------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 23



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree DEFA Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W703

Exchange Trading Symbol:
DWM
--------------------------------------------------------------------------------

WisdomTree DEFA Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Dividend Index of Europe, Far East Asia and
Australasia (the "WisdomTree DEFA Index"). Since the Fund's investment objective
has been adopted as a non-fundamental investment policy, the Fund's investment
objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree DEFA Index. The Fund
attempts to invest all, or substantially all, of its assets in the stocks that
make up the Index. The Fund generally uses a Representative Sampling strategy to
achieve its investment objective.

Index Description


The WisdomTree 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 specified requirements as of the Index measurement
date. To be included in the WisdomTree DEFA Index, companies must be
incorporated in one of 16 developed-market European countries represented by the
WisdomTree Europe Dividend Index, Japan, Hong Kong, Singapore, Australia, or New
Zealand, and must be listed on a major securities exchange in one of those
countries. Companies must have paid at least $5 million in cash dividends on
their common stock in the annual cycle prior to the most recent Index
measurement date and must also satisfy specified liquidity and other
requirements. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes large-capitalization, mid-capitalization and
small-capitalization securities that meet the Index requirements. As of June 30,
2008, approximately 77% of the capitalization of the Index consisted of
companies with market capitalizations over $10.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risk. As with all potential risks, this could decrease the value of
your Fund investment.


24 WisdomTree Trust Prospectus




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

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                       2007
                                      ------
                       Total Return   15.06%


The Fund's year-to-date total return as of June 30, 2008 was (13.34)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



-------------------------------------------------------------------------------------------
                                                                     Return   Quarter/Year
-------------------------------------------------------------------------------------------
                                                                        
Highest Return                                                       7.89%       2/2007
-------------------------------------------------------------------------------------------
Lowest Return                                                       (0.24)%      4/2007
-------------------------------------------------------------------------------------------


Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree DEFA Fund                                           1 Year   Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                            15.06%         25.70%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                         14.53%         25.21%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares     9.78%         21.74%
-------------------------------------------------------------------------------------------
MSCI EAFE Index(3)
   (reflects no deduction for fees, expenses or taxes)         11.11%         20.87%
-------------------------------------------------------------------------------------------
WisdomTree DEFA Index
   (reflects no deduction for fees, expenses or taxes)         14.30%         25.46%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI EAFE Index is a market cap-weighted index composed of companies
      representative of the developed market structure of 21 developed countries
      in Europe, Australasia and Japan.


                                                  WisdomTree Trust Prospectus 25



Fees and Expenses


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


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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $49      $154      $269      $604
-------------------------------------------------------------------------------------------


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



-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $49      $154      $269      $604
-------------------------------------------------------------------------------------------


26 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree DEFA
High-Yielding Equity Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W802

Exchange Trading Symbol:
DTH
--------------------------------------------------------------------------------


WisdomTree DEFA High-Yielding Equity Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree DEFA High-Yielding Equity Index. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree DEFA Index. The Fund
attempts to invest all, or substantially all, of its assets in the stocks that
make up the Index. The Fund generally uses a Representative Sampling strategy to
achieve its investment objective.

Index Description


The WisdomTree 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. In this sense, it is a dividend-weighted,
multi-cap index for the high-yielding dividend segment of the industrialized
world outside of the U.S. and Canada. As of June 30, 2008, approximately 80% of
the capitalization of the Index consisted of companies with market
capitalizations over $10.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risk. As with all potential risks, this could decrease the value of
your Fund investment.


                                                  WisdomTree Trust Prospectus 27




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

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                              2007
                                             ------
                             Total Return    11.33%


The Fund's year-to-date total return as of June 30, 2008 was (14.64)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



------------------------------------------------------------------------------------------
                                                                   Return    Quarter/Year
------------------------------------------------------------------------------------------
                                                                       
Highest Return                                                     7.31%       2/2007
------------------------------------------------------------------------------------------
Lowest Return                                                     (0.92)%      4/2007
------------------------------------------------------------------------------------------


Average Annual Total Returns as of December 31, 2007



------------------------------------------------------------------------------------------
WisdomTree DEFA High-Yielding Equity Fund                     1 Year   Since Inception(1)
------------------------------------------------------------------------------------------
                                                                 
Return before taxes                                           11.33%         23.41%
------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                        10.20%         22.47%
------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    7.35%         19.50%
------------------------------------------------------------------------------------------
MSCI EAFE Value Index(3)
   (reflects no deduction for fees, expenses or taxes)         5.92%         18.73%
------------------------------------------------------------------------------------------
WisdomTree DEFA High-Yielding Equity Index
   (reflects no deduction for fees, expenses or taxes)        12.95%         25.40%
------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI EAFE Value Index measures the performance of value stocks in the
      MSCI EAFE Index.


28 WisdomTree Trust Prospectus



Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




----------------------------------------------------------------------------------------
                                     1 Year        3 Years       5 Years       10 Years
----------------------------------------------------------------------------------------
                                                                   
                                      $59           $186           $324          $726
----------------------------------------------------------------------------------------


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



----------------------------------------------------------------------------------------
                                     1 Year        3 Years       5 Years       10 Years
----------------------------------------------------------------------------------------
                                                                   
                                      $59           $186           $324          $726
----------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 29



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree Europe
Total Dividend Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W885

Exchange Trading Symbol:
DEB
--------------------------------------------------------------------------------


WisdomTree Europe Total Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Europe Dividend Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Europe Dividend Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the underlying Index. The Fund generally uses a Representative
Sampling strategy to achieve its investment objective.

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 specified requirements as of the
Index measurement date. 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 ("Europe"). Companies must have paid
at least $5 million in cash dividends on shares of their common stock in the
annual cycle prior to the most recent Index measurement date and must also
satisfy specified liquidity and other requirements. Companies are weighted in
the Index based on regular cash dividends paid. The Index includes
large-capitalization, mid-capitalization and small-capitalization securities. In
this sense, it is a dividend-weighted total market index for the dividend-paying
segment of developed-market Europe. As of June 30, 2008, approximately 82% of
the capitalization of the Index consisted of companies with market
capitalizations over $10.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risk. As with all potential risks, this could decrease the value of
your Fund investment.


30 WisdomTree Trust Prospectus




o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country or
      region it is more likely to be impacted by events or conditions affecting
      that country or region. For example, political and economic conditions and
      changes in regulatory, tax, or economic policy in a country could
      significantly affect the market in that country and in surrounding or
      related countries. Most developed countries in Western Europe are members
      of the European Union (EU), and many are also members of the European
      Monetary Union (EMU), which requires compliance with restrictions on
      inflation rates, deficits, and debt levels. Unemployment in certain
      European nations is historically high. In addition, the tight fiscal and
      monetary controls necessary to join the EMU can significantly affect every
      country in Europe. The Fund generally invests a relatively large
      percentage of its assets in companies organized in France and the United
      Kingdom.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                              2007
                                             ------
                             Total Return    12.88%


The Fund's year-to-date total return as of June 30, 2008 was (14.09)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



------------------------------------------------------------------------------------------
                                                                   Return    Quarter/Year
------------------------------------------------------------------------------------------
                                                                       
Highest Return                                                      8.41%       2/2007
------------------------------------------------------------------------------------------
Lowest Return                                                      (0.04)%      4/2007
------------------------------------------------------------------------------------------


Average Annual Total Returns as of December 31, 2007



------------------------------------------------------------------------------------------
WisdomTree Europe Total Dividend Fund                         1 Year   Since Inception(1)
------------------------------------------------------------------------------------------
                                                                 
Return before taxes                                           12.88%         24.25%
------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                        12.03%         23.54%
------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    8.36%         20.36%
------------------------------------------------------------------------------------------
MSCI Europe Index(3)
   (reflects no deduction for fees, expenses or taxes)        13.78%         25.23%
------------------------------------------------------------------------------------------
WisdomTree Europe Total Dividend Index
   (reflects no deduction for fees, expenses or taxes)        13.66%         25.77%
------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI Europe Index is a subset of the MSCI EAFE Index and measures the
      developed market equity performance of Western Europe.


                                                  WisdomTree Trust Prospectus 31



Fees and Expenses


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


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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




----------------------------------------------------------------------------------------
                                     1 Year        3 Years       5 Years       10 Years
                                                                   
----------------------------------------------------------------------------------------
                                      $49           $154           $269          $604
----------------------------------------------------------------------------------------



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




----------------------------------------------------------------------------------------
                                     1 Year        3 Years       5 Years       10 Years
                                                                   
----------------------------------------------------------------------------------------
                                      $49           $154           $269          $604
----------------------------------------------------------------------------------------


32 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree Europe
High-Yielding Equity Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W877

Exchange Trading Symbol:
DEW
--------------------------------------------------------------------------------


WisdomTree Europe High-Yielding Equity Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Europe High-Yielding Equity Index. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Europe High-Yielding Equity
Index. The Fund attempts to invest all, or substantially all, of its assets in
the stocks that make up the Index. The Fund generally uses a Representative
Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree 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 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 stocks. In this sense, it is a dividend-weighted,
multi-capitalization index for the high-yielding segment of developed-market
Europe. As of June 30, 2008, approximately 83% of the capitalization of the
Index consisted of companies with market capitalizations over $10.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risk. As with all potential risks, this could decrease the value of
your Fund investment.


                                                  WisdomTree Trust Prospectus 33




o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country or
      region, it is more likely to be impacted by events or conditions affecting
      that country or region. For example, political and economic conditions and
      changes in regulatory, tax, or economic policy in a country could
      significantly affect the market in that country and in surrounding or
      related countries. Most developed countries in Western Europe are members
      of the European Union (EU), and many are also members of the European
      Monetary Union (EMU), which requires compliance with restrictions on
      inflation rates, deficits, and debt levels. Unemployment in certain
      European nations is historically high. In addition, the tight fiscal and
      monetary controls necessary to join the EMU can significantly affect every
      country in Europe. The Fund generally invests a relatively large
      percentage of its assets in companies organized in France, Italy and the
      United Kingdom.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                              2007
                                             ------
                             Total Return    8.91%


The Fund's year-to-date total return as of June 30, 2008 was (15.52)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



------------------------------------------------------------------------------------------
                                                                   Return    Quarter/Year
------------------------------------------------------------------------------------------
                                                                       
Highest Return                                                      7.68%       2/2007
------------------------------------------------------------------------------------------
Lowest Return                                                      (1.37)%      4/2007
------------------------------------------------------------------------------------------



34 WisdomTree Trust Prospectus




Average Annual Total Returns as of December 31, 2007



------------------------------------------------------------------------------------------
WisdomTree Europe High-Yielding Equity Fund                   1 Year   Since Inception(1)
------------------------------------------------------------------------------------------
                                                                 
Return before taxes                                            8.91%         21.68%
------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                         7.74%         20.68%
------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    5.78%         17.97%
------------------------------------------------------------------------------------------
MSCI Europe Value Index(3)
   (reflects no deduction for fees, expenses or taxes)         8.19%         22.37%
------------------------------------------------------------------------------------------
WisdomTree Europe High-Yielding Equity Index
   (reflects no deduction for fees, expenses or taxes)         9.29%         22.62%
------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI Europe Value Index measures the performance of value stocks in
      the MSCI Europe Index.

Fees and Expenses

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


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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




----------------------------------------------------------------------------------------
                                     1 Year        3 Years       5 Years       10 Years
                                                                   
----------------------------------------------------------------------------------------
                                      $59           $186           $324          $726
----------------------------------------------------------------------------------------


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



----------------------------------------------------------------------------------------
                                     1 Year        3 Years       5 Years       10 Years
                                                                   
----------------------------------------------------------------------------------------
                                      $59           $186           $324          $726
----------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 35



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree Europe
SmallCap Dividend Fund


Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W869

Exchange Trading Symbol:
DFE
--------------------------------------------------------------------------------

WisdomTree Europe SmallCap Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Europe SmallCap Dividend Index. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.

Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Europe SmallCap Dividend
Index. The Fund attempts to invest all, or substantially all, of its assets in
the stocks that make up the Index. The Fund generally uses a Representative
Sampling strategy to achieve its investment objective.


Index Description


The WisdomTree 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. As of June
30, 2008, approximately 96% of the capitalization of the Index consisted of
companies with market capitalizations less than $2.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country or
      region it is more likely to be impacted by events or conditions affecting
      that country or region. For example, political and economic conditions and
      changes in regulatory, tax, or economic policy in a country could
      significantly affect the market in that country and in surrounding or
      related countries. Most developed countries in Western Europe are members
      of the European Union (EU), and many are also members of the European
      Monetary

36 WisdomTree Trust Prospectus



      Union (EMU), which requires compliance with restrictions on inflation
      rates, deficits, and debt levels. Unemployment in certain European nations
      is historically high. In addition, the tight fiscal and monetary controls
      necessary to join the EMU can significantly affect every country in
      Europe. The Fund generally invests a relatively large percentage of its
      assets in companies organized in the United Kingdom.


o     Small-Capitalization Investing. The Fund invests primarily in securities
      of small-capitalization companies. As a result, the Fund may be more
      volatile than funds that invest in larger, more established companies. The
      securities of small-capitalization companies generally trade in lower
      volumes and are subject to greater and more unpredictable price changes
      than larger capitalization stocks or the stock market as a whole.
      Small-capitalization companies may be particularly sensitive to changes in
      interest rates, borrowing costs and earnings.

o     Industrial Sector Investing. The Fund generally invests a relatively large
      percentage of its assets in the industrial sector. The industrial sector
      can be significantly affected by, among other things, capital spending
      levels, economic cycles, technical obsolescence, labor relations,
      government regulations, commodity prices and currency exchange rates.

o     Consumer Discretionary Investing. The Fund generally invests a relatively
      large percentage of its assets in the consumer discretionary sector. This
      sector consists of, for example, automobile, media and retail companies.
      The consumer discretionary sector of the economy can be significantly
      affected by the performance of the overall economy, interest rates,
      competition, consumer confidence and spending, and changes in demographics
      and consumer tastes.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                      2007
                                     -------
                      Total Return   (0.13)%


The Fund's year-to-date total return as of June 30, 2008 was (15.50)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



--------------------------------------------------------------------------------------------
                                                                      Return    Quarter/Year
--------------------------------------------------------------------------------------------
                                                                          
Highest Return                                                         7.76%       1/2007
--------------------------------------------------------------------------------------------
Lowest Return                                                         (6.87)%      4/2007
--------------------------------------------------------------------------------------------



                                                  WisdomTree Trust Prospectus 37




Average Annual Total Returns as of December 31, 2007



--------------------------------------------------------------------------------------------
WisdomTree Europe SmallCap Dividend Fund                       1 Year    Since Inception (1)
--------------------------------------------------------------------------------------------
                                                                   
Return before taxes                                            (0.13)%         18.47%
--------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                         (2.45)%         16.49%
--------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    (0.12)%         14.63%
--------------------------------------------------------------------------------------------
MSCI Europe Small Cap Index(3)
   (reflects no deduction for fees, expenses or taxes)          2.53%          19.22%
--------------------------------------------------------------------------------------------
WisdomTree Europe SmallCap Dividend Index
   (reflects no deduction for fees, expenses or taxes)         (0.57)%         18.75%
--------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI Europe Small Cap Index measures the performance of small cap
      stocks in the MSCI Europe Index.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




--------------------------------------------------------------------------------------------
                                                       1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------------------
                                                                        
                                                         $59      $186      $324      $726
--------------------------------------------------------------------------------------------


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



--------------------------------------------------------------------------------------------
                                                       1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------------------
                                                                        
                                                         $59      $186      $324      $726
--------------------------------------------------------------------------------------------


38 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------

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


WisdomTree Japan
Total Dividend Fund


Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W851

Exchange Trading Symbol:
DXJ
--------------------------------------------------------------------------------

WisdomTree Japan Total Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Japan Dividend Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Japan Dividend Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.

Index Description


The WisdomTree Japan Dividend Index measures the performance of 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
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 in the annual cycle prior to the most recent Index
measurement date and must also satisfy specified liquidity and other
requirements. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes large-capitalization, mid-capitalization and
small-capitalization securities. In this sense, it is a dividend-weighted broad
market index for the dividend-paying segment of Japan. As of June 30, 2008,
approximately 61% of the capitalization of the Index consisted of companies with
market capitalizations over $10.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country it
      is more likely to be impacted by events or conditions affecting that
      country. For example, political and economic conditions and changes in
      regulatory, tax, or economic policy in a country could significantly
      affect the market in that country and in surrounding or related countries.
      The Japanese economy has only recently emerged from a prolonged economic
      downturn. Since the year 2000, Japan's economic growth rate has remained
      relatively low. The economy is characterized by government intervention

                                                  WisdomTree Trust Prospectus 39



      and protectionism, an unstable financial services sector, and relatively
      high unemployment. Economic growth is heavily dependent on international
      trade, government support of the financial services sector and other
      troubled sectors, and consistent government policy. The United States is
      Japan's largest single trading partner, but close to half of Japan's trade
      is conducted with developing nations, almost all of which are in Southeast
      Asia. Slowdowns in the U.S. and China could have a negative impact on
      Japan. Exposure to China, in terms of both imports and exports, has been
      increasing in recent years.


o     Mid-Capitalization Investing. The Fund generally invests a relatively
      large percentage of its assets in securities of mid-capitalization
      companies. The securities of mid-capitalization companies may be more
      vulnerable to adverse issuer, market, political, or economic developments
      than the market as a whole or other types of securities. As a result, the
      Fund may be more volatile than funds that invest in larger, more
      established companies.

o     Consumer Discretionary Investing. The Fund generally invests a relatively
      large percentage of its assets in the consumer discretionary sector. This
      sector consists of, for example, automobile, media and retail companies.
      The consumer discretionary sector of the economy can be significantly
      affected by the performance of the overall economy, interest rates,
      competition, consumer confidence and spending, and changes in demographics
      and consumer tastes.

o     Industrial Sector Investing. The Fund generally invests a relatively large
      percentage of its assets in the industrial sector. This sector can be
      significantly affected by, among other things, capital spending levels,
      economic cycles, technical obsolescence, labor relations, government
      regulations, commodity prices and currency exchange rates.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                      2007
                                     -------
                     Total Return    (4.90)%


The Fund's year-to-date total return as of June 30, 2008 was (5.57)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



--------------------------------------------------------------------------------------------
                                                                      Return    Quarter/Year
--------------------------------------------------------------------------------------------
                                                                          
Highest Return                                                         3.84%       1/2007
--------------------------------------------------------------------------------------------
Lowest Return                                                         (5.49)%      4/2007
--------------------------------------------------------------------------------------------



40 WisdomTree Trust Prospectus




Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree Japan Total Dividend Fund                           1 Year   Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                           (4.90)%          2.66%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                        (5.21)%          2.35%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares   (3.19)%          2.08%
-------------------------------------------------------------------------------------------
MSCI Japan Index(3)
   (reflects no deduction for fees, expenses or taxes)        (4.21)%          2.77%
-------------------------------------------------------------------------------------------
WisdomTree Japan Total Dividend Index
   (reflects no deduction for fees, expenses or taxes)        (4.31)%          2.87%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI Japan Index is a subset of the MSCI EAFE Index and measures the
      performance of the Japanese equity market.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                               1 Year     3 Years     5 Years     10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                 $49        $154        $269        $604
-------------------------------------------------------------------------------------------


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



-------------------------------------------------------------------------------------------
                                               1 Year     3 Years     5 Years     10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                 $49        $154        $269        $604
-------------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 41



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------

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


WisdomTree Japan
High-Yielding Equity Fund


Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W844

Exchange Trading Symbol:
DNL
--------------------------------------------------------------------------------

WisdomTree Japan High-Yielding Equity Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Japan High-Yielding Equity Index. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.

Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Japan High-Yielding Equity
Index. The Fund attempts to invest all, or substantially all, of its assets in
the stocks that make up the Index. The Fund generally uses a Representative
Sampling strategy to achieve its investment objective.


Index Description


The WisdomTree 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 stocks. In this sense, it is a dividend-weighted,
multi-capitalization index for the high-yielding dividend segment of Japan. As
of June 30, 2008, approximately 60% of the capitalization of the Index consisted
of companies with market capitalizations over $10.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


o     Geographic Concentration Risk. To the extent a Fund invests a significant
      portion of its assets in the securities of a single country it is more
      likely to be impacted by events or conditions in that country. For
      example, political and economic conditions and changes in regulatory, tax,
      or economic policy in a country could significantly affect the market in
      that country and in surrounding or related countries. The Japanese economy
      has only recently emerged from a prolonged economic downturn. Since the
      year 2000, Japan's economic growth rate has remained relatively low. The
      economy

42 WisdomTree Trust Prospectus



      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 of
      the financial services sector and other troubled sectors, and consistent
      government policy. The United States is Japan's largest single trading
      partner, but close to half of Japan's trade is conducted with developing
      nations, almost all of which are in Southeast Asia. Slowdowns in the U.S.
      and China could have a negative impact on Japan. Exposure to China, in
      terms of both imports and exports, has been increasing in recent years.


o     Consumer Discretionary Investing. The Fund generally invests a relatively
      large percentage of its assets in the consumer discretionary sector. This
      sector consists of, for example, automobile, retail and media companies.
      The consumer discretionary sector of the economy can be significantly
      affected by, among other things, economic growth, worldwide demand and
      consumers' disposable income levels and propensity to spend.

o     Industrial Sector Investing. The Fund generally invests a relatively large
      percentage of its assets in the industrial sector. This sector can be
      significantly affected by, among other things, capital spending levels,
      economic cycles, technical obsolescence, labor relations, government
      regulations, commodity prices and currency exchange rates.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                             2007
                                           -------
                            Total Return   (5.50)%


The Fund's year-to-date total return as of June 30, 2008 was (6.89)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)

--------------------------------------------------------------------------------
                                                        Return     Quarter/Year
--------------------------------------------------------------------------------
Highest Return                                           3.68%        1/2007
--------------------------------------------------------------------------------
Lowest Return                                           (3.43)%       2/2007
--------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 43




Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree Japan High-Yielding Equity Fund                     1 Year   Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                           (5.50)%          5.53%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                        (6.12)%          4.94%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares   (3.59)%          4.37%
-------------------------------------------------------------------------------------------
MSCI Japan Value Index(3)
   (reflects no deduction for fees, expenses or taxes)        (5.37)%          4.61%
-------------------------------------------------------------------------------------------
WisdomTree Japan High-Yielding Equity Index
   (reflects no deduction for fees, expenses or taxes)        (5.31)%          5.86%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI Japan Value Index measures the performance of Value stocks in the
      MSCI Japan Index.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                               1 Year     3 Years     5 Years     10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                 $59        $186        $324        $726
-------------------------------------------------------------------------------------------


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



-------------------------------------------------------------------------------------------
                                               1 Year     3 Years     5 Years     10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                 $59        $186        $324        $726
-------------------------------------------------------------------------------------------


44 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree Japan
SmallCap Dividend Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W836

Exchange Trading Symbol:
DFJ
--------------------------------------------------------------------------------

WisdomTree Japan SmallCap Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Japan SmallCap Dividend Index. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.

Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Japan SmallCap Dividend
Index. The Fund attempts to invest all, or substantially all, of its assets in
the stocks that make up the Index. The Fund generally uses a Representative
Sampling strategy to achieve its investment objective.


Index Description


The WisdomTree 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. As of June 30, 2008,
approximately 99% of the capitalization of the Index consisted of companies with
market capitalizations less than $2.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country it
      is more likely to be impacted by events or conditions affecting that
      country. For example, political and economic conditions and changes in
      regulatory, tax, or economic policy in a country could significantly
      affect the market in that country and in surrounding or related countries.
      The Japanese economy has only recently emerged from a prolonged economic
      downturn. Since the year 2000, Japan's economic growth rate has remained
      relatively low. The 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 of the financial

                                                  WisdomTree Trust Prospectus 45



      services sector and other troubled sectors, and consistent government
      policy. The United States is Japan's largest single trading partner, but
      close to half of Japan's trade is conducted with developing nations,
      almost all of which are in Southeast Asia. Slowdowns in the U.S. and China
      could have a negative impact on Japan. Exposure to China, in terms of both
      imports and exports, has been increasing in recent years.


o     Small-Capitalization Investing. The Fund invests primarily in securities
      of small-capitalization companies. As a result, the Fund may be more
      volatile than funds that invest in larger, more established companies. The
      securities of small-capitalization companies generally trade in lower
      volumes and are subject to greater and more unpredictable price changes
      than larger capitalization stocks or the stock market as a whole.
      Small-capitalization companies may be particularly sensitive to changes in
      interest rates, borrowing costs and earnings.

o     Consumer Discretionary Investing. The Fund generally invests a relatively
      large percentage of its assets in the consumer discretionary sector. This
      sector consists of, for example, automobile, media and retail companies.
      The consumer discretionary sector of the economy can be significantly
      affected by the performance of the overall economy, interest rates,
      competition, consumer confidence and spending, and changes in demographics
      and consumer tastes.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                             2007
                                           -------
                            Total Return   (7.67)%


The Fund's year-to-date total return as of June 30, 2008 was (4.42)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)

--------------------------------------------------------------------------------
                                                        Return     Quarter/Year
--------------------------------------------------------------------------------
Highest Return                                           3.79%        1/2007
--------------------------------------------------------------------------------
Lowest Return                                           (6.41)%       4/2007
--------------------------------------------------------------------------------


46 WisdomTree Trust Prospectus




Average Annual Total Returns as of December 31, 2007



--------------------------------------------------------------------------------------------
WisdomTree Japan SmallCap Dividend Fund                        1 Year    Since Inception(1)
--------------------------------------------------------------------------------------------
                                                                   
Return before taxes                                            (7.67)%         (5.31)%
--------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                         (8.09)%         (5.61)%
--------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    (4.99)%         (4.67)%
--------------------------------------------------------------------------------------------
MSCI Japan Small Cap Index(3)
   (reflects no deduction for fees, expenses or taxes)        (11.64)%        (11.00)%
--------------------------------------------------------------------------------------------
WisdomTree Japan SmallCap Dividend Index
   (reflects no deduction for fees, expenses or taxes)         (6.74)%         (4.82)%
--------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI Japan Small Cap Index measures the performance of small cap
      stocks in the MSCI Japan Index.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




--------------------------------------------------------------------------------------------
                                               1 Year     3 Years     5 Years     10 Years
--------------------------------------------------------------------------------------------
                                                                      
                                                 $59        $186        $324        $726
--------------------------------------------------------------------------------------------


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



--------------------------------------------------------------------------------------------
                                               1 Year     3 Years     5 Years     10 Years
--------------------------------------------------------------------------------------------
                                                                      
                                                 $59        $186        $324        $726
--------------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 47



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree Pacific
ex-Japan Total
Dividend Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W828

Exchange Trading Symbol:
DND
--------------------------------------------------------------------------------

WisdomTree Pacific ex-Japan Total Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Pacific ex-Japan Dividend Index. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Pacific ex-Japan Dividend
Index. The Fund attempts to invest all, or substantially all, of its assets in
the stocks that make up the Index. The Fund generally uses a Representative
Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree 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 specified requirements as of
the Index measurement date. The 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 in the annual cycle prior to the
most recent Index measurement date and must also satisfy specified liquidity and
other requirements. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes large-capitalization, mid-capitalization and
small-capitalization securities. In this sense, it is a dividend-weighted total
market index for the dividend-paying segment of Hong Kong, Singapore, Australia
and New Zealand. As of June 30, 2008, approximately 66% of the capitalization of
the Index consisted of companies with market capitalizations over $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of companies of a
      single country or region it is more likely to be impacted by events or
      conditions affecting that country or region. For example, political and
      economic conditions and changes in regulatory, tax, or economic policy in
      a country could significantly affect the market in that country and in
      surrounding or related countries. Pacific Basin economies are
      characterized by heavy reliance on


48 WisdomTree Trust Prospectus




      international trade. Currency devaluations or restrictions, political and
      social instability, and changing economic conditions have resulted in
      significant market volatility. The Australia and New Zealand economies are
      dependent on the economies of Asian countries and on the price and demand
      for agricultural products and natural resources. The Fund generally
      invests a relatively large percentage of its assets in companies organized
      in Australia or Hong Kong.

o     Mid-Capitalization Investing. The Fund generally invests a relatively
      large percentage of its assets in securities of mid-capitalization
      companies. The securities of mid-capitalization companies may be more
      vulnerable to adverse issuer, market, political, or economic developments
      than the market as a whole or other types of securities. As a result, the
      Fund may be more volatile than funds that invest in larger, more
      established companies.


Performance Information


The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                            2007
                                           ------
                            Total Return   34.73%


The Fund's year-to-date total return as of June 30, 2008 was (11.43)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)

--------------------------------------------------------------------------------
                                                        Return     Quarter/Year
--------------------------------------------------------------------------------
Highest Return                                          12.92%        3/2007
--------------------------------------------------------------------------------
Lowest Return                                            0.65%        4/2007
--------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 49




Average Annual Total Returns as of December 31, 2007



----------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan Total Dividend Fund                   1 Year   Since Inception(1)
----------------------------------------------------------------------------------------------
                                                                     
Return before taxes                                                34.73%        41.76%
----------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                             33.64%        40.81%
----------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares        22.55%        35.37%
----------------------------------------------------------------------------------------------
MSCI Pacific ex-Japan Index(3)
   (reflects no deduction for fees, expenses or taxes)             30.54%        37.45%
----------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan Dividend Index
   (reflects no deduction for fees, expenses or taxes)             34.97%        42.84%
----------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI Pacific ex-Japan Index is a subset of the MSCI EAFE Index and
      measures the performance of stocks in Australia, Hong Kong, Singapore, and
      New Zealand.

Fees and Expenses


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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




----------------------------------------------------------------------------------------------
                                                       1 Year   3 Years   5 Years   10 Years
----------------------------------------------------------------------------------------------
                                                                        
                                                         $49      $154      $269      $604
----------------------------------------------------------------------------------------------


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



----------------------------------------------------------------------------------------------
                                                       1 Year   3 Years   5 Years   10 Years
----------------------------------------------------------------------------------------------
                                                                        
                                                         $49      $154      $269      $604
----------------------------------------------------------------------------------------------


50 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree Pacific
ex-Japan High-Yielding
Equity Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W810

Exchange Trading Symbol:
DNH
--------------------------------------------------------------------------------


WisdomTree Pacific ex-Japan High-Yielding Equity Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Pacific ex-Japan High-Yielding Equity Index. Since
the Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Pacific ex-Japan
High-Yielding Equity Index. The Fund attempts to invest all, or substantially
all, of its assets in the stocks that make up the Index. The Fund generally uses
a Representative Sampling strategy to achieve its investment objective.


Index Description


The WisdomTree 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 dollar 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. In
this sense, it is a dividend-weighted, multi-capitalization index for the
high-yielding dividend segment of Hong Kong, Singapore, Australia and New
Zealand. As of June 30, 2008, approximately 63% of the capitalization of the
Index consisted of companies with market capitalizations over $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of companies of a
      single country or region it is more likely to be impacted by events or
      conditions affecting that country or region. For example, political and
      economic conditions and changes in regulatory, tax, or economic policy in
      a country could significantly affect the market in that country and in
      surrounding or related countries. Pacific Basin economies are
      characterized by heavy reliance on


                                                  WisdomTree Trust Prospectus 51




      international trade. Currency devaluations or restrictions, political and
      social instability, and changing economic conditions have resulted in
      significant market volatility. The Australia and New Zealand economies are
      dependent on the economies of Asian countries and on the price and demand
      for agricultural products and natural resources. The Fund generally
      invests a significant percentage of its assets (sometimes more than 80%)
      in companies organized in Australia.

o     Mid-Capitalization Investing. The Fund generally invests a large
      percentage of its assets in securities of mid-capitalization companies.
      The securities of mid-capitalization companies may be more vulnerable to
      adverse issuer, market, political, or economic developments than the
      market as a whole or other types of securities. As a result, the Fund may
      be more volatile than funds that invest in larger, more established
      companies.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                 2007
                               --------
              Total Return      21.67%


The Fund's year-to-date total return as of June 30, 2008 was (13.95)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)


--------------------------------------------------------------------------------
                                                          Return    Quarter/Year
--------------------------------------------------------------------------------
Highest Return                                              9.68%       2/2007
--------------------------------------------------------------------------------
Lowest Return                                              (2.57)%      4/2007
--------------------------------------------------------------------------------

52 WisdomTree Trust Prospectus




Average Annual Total Returns as of December 31, 2007



----------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan High-Yielding Equity Fund             1 Year   Since Inception(1)
----------------------------------------------------------------------------------------------
                                                                     
Return before taxes                                                21.67%        32.44%
----------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                             19.55%        30.69%
----------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares        14.04%        26.81%
----------------------------------------------------------------------------------------------
MSCI Pacific ex-Japan Value Index(3)
   (reflects no deduction for fees, expenses or taxes)             17.89%        29.81%
----------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan High-Yielding Equity Index
   (reflects no deduction for fees, expenses or taxes)             21.85%        33.08%
----------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI Pacific ex-Japan Value Index measures the performance of Value
      stocks in the MSCI Pacific ex-Japan Index.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




----------------------------------------------------------------------------------------------
                                                        1 Year   3 Years   5 Years   10 Years
----------------------------------------------------------------------------------------------
                                                                         
                                                          $59      $186      $324      $726
----------------------------------------------------------------------------------------------


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



----------------------------------------------------------------------------------------------
                                                        1 Year   3 Years   5 Years   10 Years
----------------------------------------------------------------------------------------------
                                                                         
                                                          $59      $186      $324      $726
----------------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 53



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
LargeCap Dividend Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W794

Exchange Trading Symbol:
DOL
--------------------------------------------------------------------------------


WisdomTree International LargeCap Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International LargeCap Dividend Index. Since the
Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International LargeCap
Dividend Index. The Fund attempts to invest all, or substantially all, of its
assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree International LargeCap Dividend Index measures the performance of
companies that pay regular cash dividends from the large-capitalization segment
of markets in Europe, Far East Asia and Australasia and that meet specified
requirements as of the Index measurement date. The Index is created by selecting
from the WisdomTree DEFA Index the 300 companies in the Index with the highest
market capitalizations. Companies are weighted in the Index based on regular
cash dividends paid. The Index consists of large-capitalization securities. In
this sense, it is a dividend-weighted, large-capitalization index for Europe,
Far East Asia and Australasia. As of June 30, 2008, approximately 100% of the
capitalization of the Index consisted of companies with market capitalizations
over $10.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risk. As with all potential risks, this could decrease the value of
your Fund investment.

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


54 WisdomTree Trust Prospectus




Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                 2007
                               --------
              Total Return      15.45%


The Fund's year-to-date total return as of June 30, 2008 was (13.02)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)




----------------------------------------------------------------------------------------------
                                                                        Return   Quarter/Year
----------------------------------------------------------------------------------------------
                                                                           
Highest Return                                                           8.01%      2/2007
----------------------------------------------------------------------------------------------
Lowest Return                                                            0.35%      4/2007
----------------------------------------------------------------------------------------------



Average Annual Total Returns as of December 31, 2007




----------------------------------------------------------------------------------------------
WisdomTree International LargeCap Dividend Fund                   1 Year   Since Inception(1)
----------------------------------------------------------------------------------------------
                                                                     
Return before taxes                                                15.45%        25.16%
----------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                             14.63%        24.45%
----------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares        10.03%        21.14%
----------------------------------------------------------------------------------------------
MSCI EAFE Index(3)
   (reflects no deduction for fees, expenses or taxes)             11.11%        20.87%
----------------------------------------------------------------------------------------------
WisdomTree International LargeCap Dividend Index
   (reflects no deduction for fees, expenses or taxes)             16.52%        26.34%
----------------------------------------------------------------------------------------------



(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI EAFE Index is a market cap-weighted index composed of companies
      representative of the developed market structure of 21 developed countries
      in Europe, Australia and Japan.


                                                  WisdomTree Trust Prospectus 55



Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




-----------------------------------------------------------------------------------------
                                                   1 Year   3 Years   5 Years   10 Years
-----------------------------------------------------------------------------------------
                                                                    
                                                     $49      $154      $269      $604
-----------------------------------------------------------------------------------------


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



-----------------------------------------------------------------------------------------
                                                   1 Year   3 Years   5 Years   10 Years
-----------------------------------------------------------------------------------------
                                                                    
                                                     $49      $154      $269      $604
-----------------------------------------------------------------------------------------


56 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Dividend Top 100 Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W786

Exchange Trading Symbol:
DOO
--------------------------------------------------------------------------------


WisdomTree International Dividend Top 100 Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Dividend Top 100 Index. Since the
Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Dividend Top
100 Index. The Fund attempts to invest all, or substantially all, of its assets
in the stocks that make up the Index. The Fund generally uses a Representative
Sampling strategy to achieve its investment objective and generally will hold
each stock in approximately the same proportion as its weighting in the Index.


Index Description


The WisdomTree International Dividend Top 100 Index measures the performance of
100 high dividend-yielding companies from Europe, Far East Asia and Australasia.
The Index is created by selecting the 100 highest dividend-yielding companies
from the WisdomTree International LargeCap Dividend Index that meet specified
requirements as of the Index measurement date. 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 annual dividend yield by the sum of all
the annual dividend yields for all the component companies in the Index. The
Index consists of selected large-capitalization securities. In this sense, it is
a dividend-yield weighted large-capitalization developed market index for
Europe, Far East Asia and Australasia. As of June 30, 2008, approximately 100%
of the capitalization of the Index consisted of companies with market
capitalizations over $10.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risk. As with all potential risks, this could decrease the value of
your Fund investment.


o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of companies of a
      single country or region it is more likely to be impacted by events or
      conditions affecting that country or region. For example, political and
      economic conditions and changes in regulatory, tax, or economic policy

                                                  WisdomTree Trust Prospectus 57




      in a country could significantly affect the market in that country and in
      surrounding or related countries and have a negative impact on a Fund's
      performance. The Fund generally invests a relatively large percentage of
      its assets in companies organized in Australia, France and the United
      Kingdom.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                 2007
                               --------
              Total Return      14.04%


The Fund's year-to-date total return as of June 30, 2008 was (14.51)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)




----------------------------------------------------------------------------------------------
                                                                        Return   Quarter/Year
----------------------------------------------------------------------------------------------
                                                                           
Highest Return                                                            6.31%     2/2007
----------------------------------------------------------------------------------------------
Lowest Return                                                            (0.20)%    4/2007
----------------------------------------------------------------------------------------------



Average Annual Total Returns as of December 31, 2007




----------------------------------------------------------------------------------------------
WisdomTree International Dividend Top 100 Fund                    1 Year   Since Inception(1)
----------------------------------------------------------------------------------------------
                                                                     
Return before taxes                                                14.04%        27.80%
----------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                             13.03%        26.96%
----------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares         9.11%        23.35%
----------------------------------------------------------------------------------------------
MSCI EAFE Value Index(3)
   (reflects no deduction for fees, expenses or taxes)              5.92%        18.73%
----------------------------------------------------------------------------------------------
WisdomTree International Dividend Top 100 Index
   (reflects no deduction for fees, expenses or taxes)             14.67%        28.92%
----------------------------------------------------------------------------------------------



(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI EAFE Value Index measures the performance of value stocks in the
      MSCI EAFE Index.


58 WisdomTree Trust Prospectus




Fees and Expenses


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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




------------------------------------------------------------------------------------------
                                                 1 Year    3 Years    5 Years    10 Years
------------------------------------------------------------------------------------------
                                                                     
                                                  $59        $186      $324        $726
------------------------------------------------------------------------------------------


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



------------------------------------------------------------------------------------------
                                                 1 Year    3 Years    5 Years    10 Years
------------------------------------------------------------------------------------------
                                                                     
                                                  $59        $186      $324        $726
------------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 59



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree International
MidCap Dividend Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W778

Exchange Trading Symbol:
DIM
--------------------------------------------------------------------------------

WisdomTree International MidCap Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International MidCap Dividend Index. Since the
Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International MidCap
Dividend Index. The Fund attempts to invest all, or substantially all, of its
assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree 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 consists
of primarily mid-capitalization securities. In this sense, it is a
dividend-weighted, mid-capitalization index for Europe, Far East Asia and
Australasia. As of June 30, 2008, approximately 83% of the capitalization of the
Index consisted of companies with market capitalizations between $2.0 and $10.0
billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of companies of a
      single country or region it is more likely to be impacted by events or
      conditions affecting that country or region. For example, political and
      economic conditions and changes in regulatory, tax, or economic policy in
      a country could significantly affect the market in that country and in
      surrounding or related

60 WisdomTree Trust Prospectus




      countries and have a negative impact on a Fund's performance. The Fund
      generally invests a relatively large percentage of its assets in companies
      organized in Japan and the United Kingdom.

o     Mid-Capitalization Investing. The Fund invests primarily in securities of
      mid-capitalization companies. The securities of mid-capitalization
      companies may be more vulnerable to adverse issuer, market, political, or
      economic developments than the market as a whole or other types of
      securities. As a result, the Fund may be more volatile than funds that
      invest in larger, more established companies.

o     Consumer Discretionary Investing. The Fund generally invests a relatively
      large percentage of its assets in the consumer discretionary sector. This
      sector consists of, for example, automobile, retail and media companies.
      The consumer discretionary sector of the economy can be significantly
      affected by, among other things, economic growth, worldwide demand and
      consumers' disposable income levels and propensity to spend.

o     Industrial Sector Investing. The Fund generally invests a relatively large
      percentage of its assets in the industrial sector. This sector can be
      significantly affected by, among other things, capital spending levels,
      economic cycles, technical obsolescence, labor relations, government
      regulations, commodity prices and currency exchange rates.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                         2007
                                        ------
                        Total Return     9.03%


The Fund's year-to-date total return as of June 30, 2008 was (12.55)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)




------------------------------------------------------------------------------------------
                                                                   Return    Quarter/Year
------------------------------------------------------------------------------------------
                                                                       
Highest Return                                                      6.28%       1/2007
------------------------------------------------------------------------------------------
Lowest Return                                                      (3.73)%      4/2007
------------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 61




Average Annual Total Returns as of December 31, 2007




------------------------------------------------------------------------------------------
WisdomTree International MidCap Dividend Fund                 1 Year   Since Inception(1)
------------------------------------------------------------------------------------------
                                                                 
Return before taxes                                            9.03%         23.85%
------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                         7.94%         22.88%
------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    5.85%         19.86%
------------------------------------------------------------------------------------------
MSCI EAFE Index(3)
   (reflects no deduction for fees, expenses or taxes)        11.11%         20.87%
------------------------------------------------------------------------------------------
WisdomTree International MidCap Dividend Index
   (reflects no deduction for fees, expenses or taxes)         9.03%         24.26%
------------------------------------------------------------------------------------------



(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI EAFE Index is a market cap-weighted index composed of companies
      representative of the developed market structure of 21 developed countries
      in Europe, Australasia and Japan.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




------------------------------------------------------------------------------------------
                                                 1 Year    3 Years    5 Years    10 Years
------------------------------------------------------------------------------------------
                                                                     
                                                  $59        $186      $324        $726
------------------------------------------------------------------------------------------



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




------------------------------------------------------------------------------------------
                                                 1 Year    3 Years    5 Years    10 Years
------------------------------------------------------------------------------------------
                                                                     
                                                  $59        $186      $324        $726
------------------------------------------------------------------------------------------


62 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
SmallCap Dividend Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
97717W760

Exchange Trading Symbol:
DLS
--------------------------------------------------------------------------------


WisdomTree International SmallCap Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International SmallCap Dividend Index. Since the
Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International SmallCap
Dividend Index. The Fund attempts to invest all, or substantially all, of its
assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree 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 consists
of primarily small-capitalization securities. In this sense, it is a
dividend-weighted, small-capitalization index for Europe, Far East Asia and
Australasia. As of June 30, 2008, approximately 93% of the capitalization of the
Index consisted of companies with market capitalizations less than $2.0 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Small-Capitalization Investing. The Fund invests primarily in securities
      of small-capitalization companies. As a result, the Fund may be more
      volatile than funds that invest in larger, more established companies. The
      securities of small-capitalization companies generally trade in lower
      volumes and are subject to greater and more unpredictable price changes
      than larger capitalization stocks or the stock market as a whole.
      Small-capitalization companies may be particularly sensitive to changes in
      interest rates, borrowing costs and earnings.


                                                  WisdomTree Trust Prospectus 63




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

o     Industrial Sector Investing. The Fund generally invests a relatively large
      percentage of its assets in the industrial sector. This sector can be
      significantly affected by, among other things, capital spending levels,
      economic cycles, technical obsolescence, labor relations, government
      regulations, commodity prices and currency exchange rates.

o     Consumer Discretionary Investing. The Fund generally invests a relatively
      large percentage of its assets in the consumer discretionary sector. This
      sector consists of, for example, automobile, retail and media companies.
      The consumer discretionary sector of the economy can be significantly
      affected by, among other things, economic growth, worldwide demand and
      consumers' disposable income levels and propensity to spend.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


 [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                         2007
                                        ------
                        Total Return     6.81%


The Fund's year-to-date total return as of June 30, 2008 was (13.33)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)




------------------------------------------------------------------------------------------
                                                                   Return    Quarter/Year
------------------------------------------------------------------------------------------
                                                                       
Highest Return                                                      8.12%       1/2007
------------------------------------------------------------------------------------------
Lowest Return                                                      (3.74)%      4/2007
------------------------------------------------------------------------------------------


64 WisdomTree Trust Prospectus




Average Annual Total Returns as of December 31, 2007



------------------------------------------------------------------------------------------
WisdomTree International SmallCap Dividend Fund               1 Year   Since Inception(1)
------------------------------------------------------------------------------------------
                                                                 
Return before taxes                                           6.81%         20.64%
------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                        5.96%         19.92%
------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares   4.41%         17.24%
------------------------------------------------------------------------------------------
MSCI EAFE Small Cap Index(3)
   (reflects no deduction for fees, expenses or taxes)        1.44%         11.10%
------------------------------------------------------------------------------------------
WisdomTree International SmallCap Dividend Index
   (reflects no deduction for fees, expenses or taxes)        6.61%        20.32%
------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on June 16, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The MSCI EAFE Small Cap Index measures the performance of small cap stocks
      in the MSCI EAFE Index.

Fees and Expenses


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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




------------------------------------------------------------------------------------------
                                                 1 Year    3 Years    5 Years    10 Years
------------------------------------------------------------------------------------------
                                                                     
                                                  $59        $186      $324        $726
------------------------------------------------------------------------------------------


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



------------------------------------------------------------------------------------------
                                                 1 Year    3 Years    5 Years    10 Years
------------------------------------------------------------------------------------------
                                                                     
                                                  $59        $186      $324        $726
------------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 65



--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree Emerging
Markets High-Yielding
Equity Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W315

Exchange Trading Symbol:
o DEM
--------------------------------------------------------------------------------


WisdomTree Emerging Markets High-Yielding Equity Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the Wisdom Tree Emerging Markets High-Yielding Equity Index. Since
the Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Emerging Markets
High-Yielding Equity Index. The Fund attempts to invest all, or substantially
all, of its assets in the stocks that make up the Index. The Fund generally uses
a Representative Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree 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 annual cycle 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. As of June 30, 2008,
approximately 36% of the Index consisted of companies with market
capitalizations over $10 billion and 44% of the Index consisted of companies
with market capitalizations between $2 and $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


66 WisdomTree Trust Prospectus




o     Emerging Markets Investing. 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.


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


o     Mid-Capitalization Investing. The Fund generally invests a relatively
      large percentage of its assets in securities of mid-capitalization
      companies. The securities of mid-capitalization companies may be more
      vulnerable to adverse issuer, market, political, or economic developments
      than the market as a whole or other types of securities. As a result, the
      Fund may be more volatile than funds that invest in larger, more
      established companies.

o     Basic Materials Investing. The Fund generally invests a relatively large
      percentage of its assets in companies in the international Basic Materials
      sector. As such, the Fund is more likely to be impacted by risks or events
      affecting this sector of the world economy. These risks include but are
      not limited to: commodity price volatility, sluggish demand for basic
      materials, world economic growth, product liability for environmental
      damage, depletion of natural resources, technological progress, and
      government regulations.

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

Performance Information

Although the Fund commenced operations on July 13, 2007, no performance
information is presented for the Fund because it has been in operation for less
than one full calendar year. After the first full calendar year, a risk/return
chart and table will be provided. Any past performance of the Fund that will be
shown will not be an indication of future results.


                                                  WisdomTree Trust Prospectus 67



Fees and Expenses

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



------------------------------------------------------------------------------------------
                                                                                 
Shareholder Fees                                                                    None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
------------------------------------------------------------------------------------------
   Management Fees                                                                  0.63%
------------------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                                         None
------------------------------------------------------------------------------------------
   Other Expenses(a)                                                                0.00%
------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                0.63%
------------------------------------------------------------------------------------------


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.

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




------------------------------------------------------------------------------------------
                                                 1 Year    3 Years    5 Years    10 Years
------------------------------------------------------------------------------------------
                                                                     
                                                  $64        $202      $351        $786
------------------------------------------------------------------------------------------


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



------------------------------------------------------------------------------------------
                                                 1 Year    3 Years    5 Years    10 Years
------------------------------------------------------------------------------------------
                                                                     
                                                  $64        $202      $351        $786
------------------------------------------------------------------------------------------


68 WisdomTree Trust Prospectus




--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree Emerging
Markets SmallCap Divided
Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W281

Exchange Trading Symbol:
o DGS
--------------------------------------------------------------------------------

WisdomTree Emerging Markets SmallCap Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Emerging Markets SmallCap Dividend Index. Since the
Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management"--or indexing--investment approach
designed to track the performance of the WisdomTree Emerging Markets SmallCap
Dividend Index. The Fund attempts to invest all, or substantially all, of its
assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description

The WisdomTree 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 annual cycle 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. As of June 30,
2008, approximately 70% of the index consisted of companies with a market
capitalization less than $2 billion and approximately 15% of the Index consisted
of companies with a market capitalization between $2.0 billion and $2.5 billion.

Primary Investment Risks

You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Emerging Markets Investing. 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


                                                  WisdomTree Trust Prospectus 69




      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.

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

o     Small-Capitalization Investing. The Fund invests primarily in securities
      of small-capitalization companies. As a result, the Fund may be more
      volatile than funds that invest in larger, more established companies. The
      securities of small-capitalization companies generally trade in lower
      volumes and are subject to greater and more unpredictable price changes
      than larger capitalization stocks or the stock market as a whole.
      Small-capitalization companies may be particularly sensitive to changes in
      interest rates, borrowing costs and earnings.

o     Industrial Sector Investing. The Fund generally invests a relatively large
      percentage of its assets in the industrial sector. This sector can be
      significantly affected by, among other things, capital spending levels,
      economic cycles, technical obsolescence, labor relations, government
      regulations, commodity prices and currency exchange rates.

Performance Information

Although the Fund commenced operations on October 30, 2007, no performance
information is presented for the Fund because it has been in operation for less
than one full calendar year. After the first full calendar year a risk/return
chart and table will be provided. Any past performance of the Fund that will be
shown will not be an indication of future results.

Fees and Expenses

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


----------------------------------------------------------------------------------------------------------------
                                                                                                      
Shareholder Fees                                                                                         None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
----------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
----------------------------------------------------------------------------------------------------------------
   Management Fees                                                                                       0.63%
----------------------------------------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                                                              None
----------------------------------------------------------------------------------------------------------------
   Other Expenses(a)                                                                                     0.00%
----------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                                     0.63%
----------------------------------------------------------------------------------------------------------------


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, brokerage expenses, future
      distribution fees or expenses, and extraordinary expenses through July 31,
      2009. WisdomTree Asset Management receives a fee of up to .0044% in
      exchange for providing certain non-advisory services to the Fund.


70 WisdomTree Trust Prospectus




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



----------------------------------------------------------------------------------------------------------------
                                                                          1 Year   3 Years   5 Years   10 Years
----------------------------------------------------------------------------------------------------------------
                                                                                           
                                                                           $64       $202      $351      $786
----------------------------------------------------------------------------------------------------------------


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



----------------------------------------------------------------------------------------------------------------
                                                                          1 Year   3 Years   5 Years   10 Years
----------------------------------------------------------------------------------------------------------------
                                                                                           
                                                                           $64       $202      $351      $786
----------------------------------------------------------------------------------------------------------------



                                                  WisdomTree Trust Prospectus 71




--------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree Middle East
Divided Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717X305

Exchange Trading Symbol:
o GULF
--------------------------------------------------------------------------------

WisdomTree Middle East Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Middle East Dividend Index. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" -- or indexing -- investment approach
designed to track the performance of the WisdomTree Middle East Dividend Index.
The Fund attempts to invest all, or substantially all, of its assets in the
stocks that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.

Index Description

The WisdomTree Middle East Dividend Index is a fundamentally weighted index that
measures the performance of companies in the Middle East region that pay regular
cash dividends on shares of their common stock and that meet specified
requirements as of the index measurement date. Companies eligible for inclusion
in the Index must be incorporated in and have their shares listed on a major
stock exchange in Bahrain, Egypt, Jordan, Kuwait, Morocco, Oman, Qatar, or the
United Arab Emirates (including Abu Dhabi and Dubai). As of the index
measurement date, shares of companies must be eligible to be purchased by
foreign investors. Companies must have paid at least $5 million in cash
dividends on their common stock in the annual cycle prior to the most recent
index measurement date. Companies are 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 June 30, 2008, approximately 49% of the Index consisted
of companies with market capitalizations over $10 billion and 39% of the Index
consisted of companies with a market capitalization between $2 billion and $10
billion.

Primary Investment Risks

You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the sections herein entitled "Principal Risk
Factors Common to All Funds" and "Principal Risk Factors Common to the
International Dividend Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Geographic Concentration Risk (Middle East). The Fund invests primarily in
      Middle Eastern countries. Certain Middle Eastern markets are only in the
      earliest stages of development and may be considered "frontier markets."
      Financial Markets in the


72 WisdomTree Trust Prospectus




      Middle East generally are less liquid and more volatile than other markets
      and have a high concentration of market capitalization and trading volume
      in a small number of issuers representing a limited number of industries.
      Certain economies in the Middle East depend to a significant degree upon
      exports of primary commodities such as oil. A sustained decrease in
      commodity prices could have a significant negative impact on all aspects
      of the economy in the region. Middle Eastern governments have exercised
      and continue to exercise substantial influence over many aspects of the
      private sector. In certain cases, the government owns or controls many
      companies, including the largest in the country. Accordingly, governmental
      actions in the future could have a significant effect on economic
      conditions in Middle Eastern countries. This could affect private sector
      companies and the Fund, as well as the value of securities in the Fund's
      portfolio. Further, substantial limitations may exist in certain Middle
      Eastern countries with respect to the Fund's ability to protect its legal
      interests and its ability to repatriate its investment, investment income
      or capital gains. The Fund could be adversely affected by delays in, or a
      refusal to grant, any required governmental approval for repatriation of
      capital, as well as by the application to the Fund of any restrictions on
      investment. Countries in the Middle East may be affected by political
      instability, war or the threat of war, regional instability, terrorist
      activities and religious, ethnic and/or socioeconomic unrest.

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

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

o     Mid-Capitalization Investing. The Fund invests a relatively large
      percentage of its assets in securities of mid-capitalization companies. As
      a result, the Fund may be more volatile than funds that invest in larger,
      more established companies. The securities of mid-capitalization companies
      generally trade in lower volumes and are subject to greater and more
      unpredictable price changes than larger capitalization stocks or the stock
      market as a whole. Mid-capitalization companies may be particularly
      sensitive to changes in interest rates, borrowing costs and earnings.

o     Cash Redemption Risk. Unlike most ETFs, the Fund does not generally make
      in-kind redemptions because of the nature of its underlying investments.
      The Fund may be required to sell portfolio securities in order to obtain
      the cash needed to distribute redemption proceeds. This may cause the Fund
      to recognize a capital gain that it might not have recognized if it


                                                  WisdomTree Trust Prospectus 73




      had made a redemption in-kind. As a result, the Fund may pay out higher
      annual capital gain distributions than if the in-kind redemption process
      was used.

Performance Information

Although the Fund commenced operations on July 16, 2008, no performance
information is presented for the Fund because it has been in operation for less
than one full calendar year. After the first full calendar year a risk/return
chart and table will be provided. Any past performance of the Fund that will be
shown will not be an indication of future results.

Fees and Expenses

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


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


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

(b)   WisdomTree Asset Management has agreed to limit total expenses to 0.88%
      through March 31, 2009.

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



----------------------------------------------------------------------------------------------------------------
                                                                                             1 Year    3 Years
----------------------------------------------------------------------------------------------------------------
                                                                                                 
                                                                                               $90       $281
----------------------------------------------------------------------------------------------------------------


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



----------------------------------------------------------------------------------------------------------------
                                                                                             1 Year    3 Years
----------------------------------------------------------------------------------------------------------------
                                                                                                 
                                                                                               $90       $281
----------------------------------------------------------------------------------------------------------------



74 WisdomTree Trust Prospectus



Management

Investment Adviser


As investment adviser, WisdomTree Asset Management has overall responsibility
for the general management and administration of the Trust. WisdomTree Asset
Management provides an investment program for each Fund. WisdomTree Asset
Management also arranges for sub-advisory, transfer agency, custody, fund
administration, and all other non-distribution related services necessary for
the Funds to operate.

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

The basis for the Board of Trustees' approval of the Investment Advisory
Agreement is available in the Trust's Annual Report to Shareholders for the
period ended March 31, 2008.


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


--------------------------------------------------------------------------------
Name of Fund                                                     Management Fee
--------------------------------------------------------------------------------
WisdomTree Domestic Dividend Funds
--------------------------------------------------------------------------------
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 International Dividend Funds
--------------------------------------------------------------------------------
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 Middle East Dividend Fund                                 0.68%
--------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 75




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

Sub-Adviser

Mellon Capital Management Corporation ("Mellon Capital") serves as sub-adviser
to the Funds. Mellon Capital, a registered investment adviser, is a leading
innovator in the investment industry and manages global quantitative-based
investment strategies for institutional and private investors. Its principal
office is located at 50 Fremont Street, San Francisco, CA 94105. As of June 30,
2008, Mellon Capital had assets under management totaling approximately $204
billion. Mellon Capital is a wholly-owned indirect subsidiary of The Bank of New
York Mellon Corporation, a publicly traded financial holding company. Mellon
Capital chooses each Fund's portfolio investments and places orders to buy and
sell the Funds' portfolio investments. BNY Investment Advisors ("BNYIA")
previously served as sub-adviser to the Funds. In connection with the recent
merger between The Bank of New York Company, Inc. and Mellon Financial
Corporation BNYIA was integrated with its affiliate, Mellon Capital. As part of
the integration, BNYIA transferred, and Mellon Capital assumed, full
responsibility of the Sub-Advisory Agreement between BNYIA and WisdomTree Asset
Management effective July 2008. WisdomTree Asset Management pays Mellon Capital
for providing sub-advisory services to the Funds in accordance with the table
set forth below.

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

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

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

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

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

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

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

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

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

Portfolio Managers

Each Fund is managed by Mellon Capital's Equity Index Strategies Portfolio
management team. The individual members of the team responsible for the
day-to-day management of the Funds' portfolios are described below.

Denise Krisko is a Managing Director, Co-Head of the Equity Index Management and
Head of East Coast Equity Index Strategies for Mellon Capital. She was also a
Managing Director of The Bank of New York and Head of Equity Index Strategies
for BNY Investment Advisors since August of 2005. Prior to joining The Bank of
New York, from 2000 to 2004, Ms. Krisko held various senior investment positions
with Deutsche Asset Management and Northern Trust, including quantitative
strategies director, senior portfolio manager and trader. Ms. Krisko has over 15
years of investment experience.

Steven Wetter is a Vice President, Senior Portfolio Manager of Equity Index
Strategies. He obtained his M.B.A. from New York University, Stern School of
Business. Prior to joining The Bank of New York, he worked as portfolio manager
and trader at Bankers Trust and continued in that role after the division was
sold to Deutsche Bank in 1999 and then to Northern Trust in 2003. Mr. Wetter has
20 years of investment experience.

The Trust's Statement of Additional Information ("SAI") provides additional
information about the Portfolio Managers' compensation, other accounts managed
by the Portfolio Managers, and the Portfolio Managers' ownership of shares in
the Funds for which they are Portfolio Managers.


76 WisdomTree Trust Prospectus




Portfolio Holdings Information

Information about each Fund's daily portfolio holdings is available at
www.wisdomtree.com. In addition, each Fund discloses its complete portfolio
holdings as of the end of its fiscal year (March 31) and its second fiscal
quarter (September 30) in its reports to shareholders. Each Fund files its
complete portfolio holdings as of the end of its first and third fiscal quarters
(June 30 and December 31, respectively) with the SEC on Form N-Q no later than
60 days after the relevant fiscal period. You can find the SEC filings on the
SEC's website, www.sec.gov. A summarized description of the Funds' policies and
procedures with respect to the disclosure of each Fund's portfolio holdings is
available in the Trust's SAI.

Buying and Selling Shares


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

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

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

Share Trading Prices

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

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

Determination of Net Asset Value

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

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


When reliable market quotations are not readily available, securities are priced
at their fair value, which is the price a security's owner might reasonably
expect to receive upon its sale. A Fund may also use fair-value pricing if the
value of a security it holds has been materially affected by events occurring
before the Fund's pricing time but after the close of the primary markets or
exchanges on which the security is traded. For example, this may occur with
foreign securities, which may trade on foreign exchanges that close many hours
before the Fund's pricing time. 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,


                                                  WisdomTree Trust Prospectus 77




interest rate change), or global. Intervening events may include price movements
in U.S. markets that are deemed to affect the value of foreign securities.
Fair-value pricing also may be used if, for example, trading in a security is
halted and does not resume before the Fund's pricing time or if a security does
not trade in the course of a day. Since the International Equity 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 Funds' 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.

Dividends and Distributions

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

Book Entry

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

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

Delivery of Shareholder Documents - Householding

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

Frequent Purchases and Redemptions of Fund Shares


The Funds have adopted policies and procedures with respect to frequent
purchases and redemptions of Creation Units of Fund shares. Since the Funds are
ETFs, only a few institutional investors (known as "Authorized Participants")
are authorized to purchase and redeem shares directly with the Funds. Because
purchase and redemption transactions with Authorized


78 WisdomTree Trust Prospectus




Participants are an essential part of the ETF process and help keep ETF trading
prices in line with NAV, each Fund accommodates frequent purchases and
redemptions by Authorized Participants. Frequent purchases and redemptions for
cash may increase index tracking error and portfolio transaction costs and may
lead to realization of capital gains. Frequent in-kind creations and redemptions
do not give rise to these concerns. Each Fund reserves the right to reject any
purchase order at any time. Each Fund reserves the right to impose restrictions
on disruptive, excessive, or short-term trading and may reject purchase or
redemption orders in such instances.

Investments by Registered Investment Companies

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

Taxes

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

Each Fund intends to qualify each year as a regulated investment company. A
regulated investment company is not subject to tax at the fund level on income
and gains from investments that are timely distributed to shareholders. However,
a Fund's failure to qualify as a regulated investment company would result in
fund-level taxation, and consequently, a reduction in income available for
distribution to shareholders.

Unless your investment in shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an individual retirement account, you
need to be aware of the possible tax consequences when:

      o     A Fund makes distributions,

      o     You sell shares, and

      o     You purchase or redeem Creation Units (for institutional investors
            only).

Taxes on Distributions

For federal income tax purposes, distributions of investment income are
generally taxable as ordinary income. Taxes on distributions of capital gains
(if any) are determined by how long a Fund owned the investments that generated
them, rather than how long you have owned your Fund shares. Distributions of net
capital gains (the excess of net long-term capital gains from the sale of
investments that a Fund owned for more than one year over net short-term capital
losses) that are properly designated by the Fund as capital gain dividends
("Capital Gain Dividends") will be taxable as long-term capital gains. Long-term
capital gain rates have been temporarily reduced - in general, to 15%, with
lower rates applying to taxpayers in the 10% and 15% rate brackets - for taxable
years beginning before January 1, 2011. Distributions of gains from the sale of
investments that a Fund owned for one year or less will be taxable as ordinary
income.

For taxable years beginning before January 1, 2011, distributions of investment
income designated by a Fund as derived from "qualified dividend income" are
taxed to individuals at rates applicable to long-term capital gain, provided
holding period and other requirements are met at both the shareholder and the
Fund level.


                                                  WisdomTree Trust Prospectus 79




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

Dividends, interest and gains received by a Fund with respect to foreign
securities may be subject to withholding and other taxes imposed by foreign
countries, which may reduce amounts available for distribution to you and
returns to you from a Fund. Tax conventions between certain countries and the
United States may, in some cases, reduce or eliminate such taxes. Because more
than 50% of the total assets of each of the International Dividend Funds consist
of foreign stocks or securities, those Funds intend to "pass through" to you
certain foreign income taxes (including withholding taxes) paid by those Funds.
This means that you will be considered to have received as an additional
dividend your share of such foreign taxes, but you may be entitled to either a
corresponding tax deduction or a credit in calculating your federal income tax.

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

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

Taxes When Fund Shares are Sold

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

Taxes on Creation and Redemption of Creation Units

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

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

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


80 WisdomTree Trust Prospectus



Creation and Redemption


The shares that trade in the secondary market are "created" at NAV. Each Fund
issues and redeems shares only in large blocks of shares, typically 50,000
shares or more ("Creation Units"). Only institutional investors who have entered
into an authorized participant agreement purchase or redeem Creation Units.
Creation Units generally are issued and redeemed in exchange for a specified
basket of securities approximating the holdings of a Fund and a designated
amount of cash. Each business day prior to the opening of trading each Fund
publishes the specific securities and designated amount of cash included in that
day's basket for the Fund through the National Securities Clearing Corporation
("NSCC") or other method of public dissemination. Each Fund reserves the right
to accept or pay out a basket of securities or cash that differs from the
published basket. The Middle East Dividend Fund intends to issue and redeem
Creation Units solely for cash. The prices at which creations and redemptions
occur are based on the next calculation of NAV after an order is received in
proper form.

Creations and redemptions must be made by an Authorized Participant or through a
firm that is either a member of the Continuous Net Settlement System of the NSCC
or a DTC participant, and in each case, must have executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and redemption
of Creation Units is included in the Trust's SAI.


Authorized Participants and the Continuous Offering of Shares

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

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

Creation and Redemption Transaction Fees for Creation Units


Each Fund may impose a creation transaction fee and a redemption transaction fee
to offset transfer and other transaction costs associated with the issuance and
redemption of Creation Units of shares. The creation and redemption transaction
fees applicable to each Fund are listed below. The standard creation transaction
fee is charged to each purchaser on the day such purchaser creates a Creation
Unit. The standard fee is a single charge and will be the amount indicated below
regardless of the number of Creation Units purchased by an investor on the same
day. Similarly, the standard redemption transaction fee will be the amount
indicated regardless of the number of Creation Units redeemed that day.
Purchasers and redeemers of Creation Units of a Fund for cash (other than the
Middle East Dividend Fund) will also be subject to an additional variable charge
of up to a maximum of four times the amount shown below under "Maximum
Creation/Redemption Transaction Fee" to offset the transaction cost to the Fund
of buying portfolio securities. In addition, purchasers and redeemers of shares
in Creation Units are responsible for payment of the costs of transferring
securities to or out of a Fund. From time to time, WisdomTree Asset Management
may cover the cost of any transaction fees.


                                                  WisdomTree Trust Prospectus 81




The following table also shows, as of July 1, 2008, the approximate value of one
Creation Unit per Fund, including the standard creation and redemption
transaction fee. These fees are payable only by investors who purchase shares
directly from a Fund. Retail investors who purchase shares through their
brokerage account will not pay these fees.



--------------------------------------------------------------------------------------------------------------
                                                         Approximate    Standard Creation/   Maximum Creation/
                                                         Value of One       Redemption          Redemption
Name of Fund                                            Creation Unit     Transaction Fee     Transaction Fee
--------------------------------------------------------------------------------------------------------------
                                                                                    
WisdomTree Domestic Dividend Funds
--------------------------------------------------------------------------------------------------------------
WisdomTree Total Dividend Fund                          $  3,000,000         $  4,000            $  8,500
--------------------------------------------------------------------------------------------------------------
WisdomTree High-Yielding Equity Fund                    $  3,000,000         $  2,200            $  2,500
--------------------------------------------------------------------------------------------------------------
WisdomTree LargeCap Dividend Fund                       $  3,000,000         $  1,500            $  2,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Dividend Top 100 Fund                        $  3,000,000         $    500            $    600
--------------------------------------------------------------------------------------------------------------
WisdomTree MidCap Dividend Fund                         $  3,000,000         $  2,500            $  3,000
--------------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Dividend Fund                       $  3,000,000         $  4,000            $  4,500
--------------------------------------------------------------------------------------------------------------
WisdomTree International Dividend Funds
--------------------------------------------------------------------------------------------------------------
WisdomTree DEFA Fund                                    $ 17,000,000         $ 15,000            $ 50,000
--------------------------------------------------------------------------------------------------------------
WisdomTree DEFA High-Yielding Equity Fund               $  7,000,000         $  9,500            $ 20,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Europe Total Dividend Fund                   $  7,000,000         $  7,500            $ 25,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Europe High-Yielding Equity Fund             $  7,000,000         $  2,500            $  7,500
--------------------------------------------------------------------------------------------------------------
WisdomTree Europe SmallCap Dividend Fund                $  7,000,000         $ 10,000            $ 11,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Japan Total Dividend Fund                    $  6,000,000         $  4,000            $ 10,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Japan High-Yielding Equity Fund              $  6,000,000         $  2,500            $  3,500
--------------------------------------------------------------------------------------------------------------
WisdomTree Japan SmallCap Dividend Fund                 $  5,000,000         $  5,000            $  6,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan Total Dividend Fund         $  7,000,000         $  8,000            $ 18,500
--------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan High-Yielding Equity Fund   $  7,000,000         $  3,500            $  4,500
--------------------------------------------------------------------------------------------------------------
WisdomTree International LargeCap Dividend Fund         $  7,000,000         $  6,000            $  8,000
--------------------------------------------------------------------------------------------------------------
WisdomTree International Dividend Top 100 Fund          $  7,000,000         $  2,500            $  3,500
--------------------------------------------------------------------------------------------------------------
WisdomTree International MidCap Dividend Fund           $  7,000,000         $  8,000            $ 20,000
--------------------------------------------------------------------------------------------------------------
WisdomTree International SmallCap Dividend Fund         $  7,000,000         $ 10,000            $ 25,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets High-Yielding Equity Fund   $  5,000,000         $  9,000            $ 27,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets SmallCap Dividend Fund      $  5,000,000         $  7,000            $ 21,000
--------------------------------------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund                    $  2,500,000         $  6,500            $ 26,000
--------------------------------------------------------------------------------------------------------------


Distribution


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

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

82 WisdomTree Trust Prospectus



Additional Notices

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

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

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


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


Financial Highlights


The financial highlights table is intended to help you understand each Fund's
financial performance since inception. The total return in the table represents
the rate that an investor would have earned (or lost) on an investment in the
respective Fund (assuming reinvestment of all dividends and distributions). This
information has been derived from the financial statements audited by Ernst &
Young LLP, independent registered public accounting firm, whose report, along
with the Funds' financial statements, are included in the Funds' Annual Report,
which is available upon request. Financial Highlights are not presented for the
WisdomTree Middle East Dividend Fund since the Fund did not commence operations
until July 2008 and was not included in the Annual Report.


                                                  WisdomTree Trust Prospectus 83



Financial Highlights

WisdomTree Domestic Dividend Funds


Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



----------------------------------------------------------------------------------------
                                                                         For the period
                                                          For the       June 16, 2006(1)
                                                         Year Ended          through
WisdomTree Total Dividend Fund                         March 31, 2008    March 31, 2007
----------------------------------------------------------------------------------------
                                                                  
Net asset value, beginning of period                     $   57.87        $   50.32
----------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                   1.68             1.18
   Net realized and unrealized gain (loss)                   (6.04)            7.28
----------------------------------------------------------------------------------------
Total from investment operations                             (4.36)            8.46
----------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                     (1.68)           (0.91)
   Capital gains                                             (0.02)              --
----------------------------------------------------------------------------------------
Total dividends and distributions to shareholders            (1.70)           (0.91)
----------------------------------------------------------------------------------------
Net asset value, end of period                           $   51.81        $   57.87
----------------------------------------------------------------------------------------
TOTAL RETURN(3)                                              (7.77)%          16.84%
----------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                $  88,071        $  89,698
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers            0.28%            0.28%(4)
   Expenses, prior to expense reimbursements/waivers          0.28%            0.31%(4)
   Net investment income                                      2.89%            2.76%(4)
----------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                      10%              12%
----------------------------------------------------------------------------------------




----------------------------------------------------------------------------------------
                                                                         For the period
                                                           For the      June 16, 2006(1)
                                                         Year Ended          through
WisdomTree High-Yielding Equity Fund                   March 31, 2008    March 31, 2007
----------------------------------------------------------------------------------------
                                                                  
Net asset value, beginning of period                     $   57.99        $   50.01
----------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                   2.22             1.56
   Net realized and unrealized gain (loss)                  (10.19)            7.54
----------------------------------------------------------------------------------------
Total from investment operations                             (7.97)            9.10
----------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                     (2.21)           (1.12)
----------------------------------------------------------------------------------------
Total dividends to shareholders                              (2.21)           (1.12)
----------------------------------------------------------------------------------------
Net asset value, end of period                           $   47.81        $   57.99
----------------------------------------------------------------------------------------
TOTAL RETURN(3)                                             (14.18)%          18.23%
----------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                $ 138,659        $ 205,874
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers            0.38%            0.38%(4)
   Expenses, prior to expense reimbursements/waivers          0.38%            0.40%(4)
   Net investment income                                      3.88%            3.68%(4)
----------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                      19%              11%
----------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed/waived by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's shares.


84 WisdomTree Trust Prospectus




Financial Highlights


WisdomTree Domestic Dividend Funds


Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



----------------------------------------------------------------------------------------
                                                                         For the period
                                                           For the      June 16, 2006(1)
                                                         Year Ended         through
WisdomTree LargeCap Dividend Fund                      March 31, 2008    March 31, 2007
----------------------------------------------------------------------------------------
                                                                  
Net asset value, beginning of period                     $   57.97        $   50.34
----------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                   1.60             1.11
   Net realized and unrealized gain (loss)                   (5.21)            7.32
----------------------------------------------------------------------------------------
Total from investment operations                             (3.61)            8.43
----------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                     (1.65)           (0.80)
----------------------------------------------------------------------------------------
Total dividends to shareholders                              (1.65)           (0.80)
----------------------------------------------------------------------------------------
Net asset value, end of period                           $   52.71        $   57.97
----------------------------------------------------------------------------------------
TOTAL RETURN(3)                                              (6.47)%          16.77%
----------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                $ 308,379        $ 333,339
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers            0.28%            0.28%(4)
   Expenses, prior to expense reimbursements/waivers          0.28%            0.29%(4)
   Net investment income                                      2.74%            2.65%(4)
----------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                       8%              13%
----------------------------------------------------------------------------------------




----------------------------------------------------------------------------------------
                                                                         For the period
                                                           For the      June 16, 2006(1)
                                                         Year Ended         through
WisdomTree Dividend Top 100 Fund                       March 31, 2008    March 31, 2007
----------------------------------------------------------------------------------------
                                                                  
Net asset value, beginning of period                     $   59.69        $   50.12
----------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                   2.10             1.40
   Net realized and unrealized gain (loss)                   (8.56)            9.09
----------------------------------------------------------------------------------------
Total from investment operations                             (6.46)           10.49
----------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                     (2.09)           (0.92)
----------------------------------------------------------------------------------------
Total dividends to shareholders                              (2.09)           (0.92)
----------------------------------------------------------------------------------------
Net asset value, end of period                           $   51.14        $   59.69
----------------------------------------------------------------------------------------
TOTAL RETURN(3)                                             (11.15)%          20.99%
----------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                $ 166,205        $ 188,009
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers            0.38%            0.38%(4)
   Expenses, prior to expense reimbursements/waivers          0.38%            0.40%(4)
   Net investment income                                      3.57%            3.29%(4)
----------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                      16%              21%
----------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed/waived by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's shares.


                                                  WisdomTree Trust Prospectus 85



Financial Highlights

WisdomTree Domestic Dividend Funds


Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



-------------------------------------------------------------------------------------------------------
                                                                                       For the period
                                                                        For the       June 16, 2006(1)
                                                                       Year Ended         through
WisdomTree MidCap Dividend Fund                                      March 31, 2008     March 31, 2007
-------------------------------------------------------------------------------------------------------
                                                                                
Net asset value, beginning of period                                   $  58.02         $   50.21
-------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                1.88              1.45
   Net realized and unrealized gain (loss)                               (10.12)             7.41
-------------------------------------------------------------------------------------------------------
Total from investment operations                                          (8.24)             8.86
-------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                                  (1.78)            (1.04)
   Capital gains                                                             --             (0.01)
-------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                         (1.78)            (1.05)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                                         $  48.00         $   58.02
-------------------------------------------------------------------------------------------------------
TOTAL RETURN(3)                                                          (14.47)%           17.71%
-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                              $ 91,198         $  78,333
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers                         0.38%             0.38%(4)
   Expenses, prior to expense reimbursements/waivers                       0.38%             0.43%(4)
   Net investment income                                                   3.38%             3.47%(4)
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                   30%               12%
-------------------------------------------------------------------------------------------------------




-------------------------------------------------------------------------------------------------------
                                                                                       For the period
                                                                        For the       June 16, 2006(1)
                                                                       Year Ended         through
WisdomTree SmallCap Dividend Fund                                    March 31, 2008    March 31, 2007
-------------------------------------------------------------------------------------------------------
                                                                                
Net asset value, beginning of period                                   $  57.41         $   50.24
-------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                2.13              1.79
   Net realized and unrealized gain (loss)                               (11.10)             6.65
-------------------------------------------------------------------------------------------------------
Total from investment operations                                          (8.97)             8.44
-------------------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                                  (2.13)            (1.27)
-------------------------------------------------------------------------------------------------------
Total dividends to shareholders                                           (2.13)            (1.27)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                                         $  46.31         $   57.41
-------------------------------------------------------------------------------------------------------
TOTAL RETURN(3)                                                          (15.93)%           16.88%
-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                              $ 81,040         $ 111,948
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers                         0.38%             0.38%(4)
   Expenses, prior to expense reimbursements/waivers                       0.38%             0.42%(4)
   Net investment income                                                   3.97%             4.25%(4)
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                   34%               16%
-------------------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed/waived by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


86  WisdomTree Trust Prospectus




Financial Highlights

WisdomTree International Dividend Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



-------------------------------------------------------------------------------------------------------
                                                                                       For the Period
                                                                        For the       June 16, 2006(1)
                                                                       Year Ended         through
WisdomTree DEFA Fund                                                 March 31, 2008    March 31, 2007
-------------------------------------------------------------------------------------------------------
                                                                                
Net asset value, beginning of period                                  $   64.15         $   49.94
-------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                1.70              0.86
   Net realized and unrealized gain (loss)                                (1.92)            13.58
-------------------------------------------------------------------------------------------------------
Total from investment operations                                          (0.22)            14.44
-------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                                  (0.91)            (0.21)
   Capital gains                                                          (0.00)(3)         (0.02)
-------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                         (0.91)            (0.23)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                                        $   63.02         $   64.15
-------------------------------------------------------------------------------------------------------
TOTAL RETURN(4)                                                           (0.44)%           28.94%
-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                             $ 425,386         $ 128,303
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers                         0.48%             0.48%(5)
   Expenses, prior to expense reimbursements/waivers                       0.48%             0.51%(5)
   Net investment income                                                   2.54%             1.97%(5)
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate(6)                                                   10%               11%
-------------------------------------------------------------------------------------------------------




-------------------------------------------------------------------------------------------------------
                                                                                       For the Period
                                                                        For the       June 16, 2006(1)
                                                                       Year Ended         through
WisdomTree DEFA High-Yielding Equity Fund                            March 31, 2008    March 31, 2007
-------------------------------------------------------------------------------------------------------
                                                                                
Net asset value, beginning of period                                  $   63.62         $   49.77
-------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                2.20              1.19
   Net realized and unrealized gain (loss)                                (3.78)            12.94
-------------------------------------------------------------------------------------------------------
Total from investment operations                                          (1.58)            14.13
-------------------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                                  (1.94)            (0.28)
-------------------------------------------------------------------------------------------------------
Total dividends to shareholders                                           (1.94)            (0.28)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                                        $   60.10         $   63.62
-------------------------------------------------------------------------------------------------------
TOTAL RETURN(4)                                                           (2.72)%           28.41%
-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                             $ 240,408         $ 184,498
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers                         0.58%             0.58%(5)
   Expenses, prior to expense reimbursements/waivers                       0.58%             0.61%(5)
   Net investment income                                                   3.32%             2.71%(5)
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate(6)                                                   16%               19%
-------------------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Amount is less than $0.005.

(4)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed/waived by the investment adviser.

(5)   Annualized.

(6)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


                                                  WisdomTree Trust Prospectus 87




Financial Highlights

WisdomTree International Dividend Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



-------------------------------------------------------------------------------------------------------
                                                                                       For the Period
                                                                         For the      June 16, 2006(1)
                                                                       Year Ended          through
WisdomTree Europe Total Dividend Fund                                March 31, 2008    March 31, 2007
-------------------------------------------------------------------------------------------------------
                                                                                
Net asset value, beginning of period                                   $  63.64         $   49.95
-------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                1.71              0.73
   Net realized and unrealized gain (loss)                                (1.88)            13.17
-------------------------------------------------------------------------------------------------------
Total from investment operations                                          (0.17)            13.90
-------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                                  (1.47)            (0.21)
   Capital gains                                                             --             (0.00)(3)
-------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                         (1.47)            (0.21)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                                         $  62.00         $   63.64
-------------------------------------------------------------------------------------------------------
TOTAL RETURN(4)                                                           (0.43)%           27.84%
-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                              $ 43,399         $  38,185
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers                         0.48%             0.48%(5)
   Expenses, prior to expense reimbursements/waivers                       0.48%             0.58%(5)
   Net investment income                                                   2.55%             1.71%(5)
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate(6)                                                   15%               24%
-------------------------------------------------------------------------------------------------------




-------------------------------------------------------------------------------------------------------
                                                                                       For the Period
                                                                         For the      June 16, 2006(1)
                                                                       Year Ended          through
WisdomTree Europe High-Yielding Equity Fund                          March 31, 2008    March 31, 2007
-------------------------------------------------------------------------------------------------------
                                                                                
Net asset value, beginning of period                                   $  63.15         $   49.83
-------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                2.16              1.09
   Net realized and unrealized gain (loss)                                (4.38)            12.55
-------------------------------------------------------------------------------------------------------
Total from investment operations                                          (2.22)            13.64
-------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                                  (2.03)            (0.32)
   Capital gains                                                          (0.00)(3)            --
-------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                         (2.03)            (0.32)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                                         $  58.90         $   63.15
-------------------------------------------------------------------------------------------------------
TOTAL RETURN(4)                                                           (3.76)%           27.39%
-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                              $ 47,122         $  50,520
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers                         0.58%             0.58%(5)
   Expenses, prior to expense reimbursements/waivers                       0.58%             0.65%(5)
   Net investment income                                                   3.32%             2.44%(5)
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate(6)                                                   21%                  24%
-------------------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Amount is less than $0.005.

(4)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed/waived by the investment adviser.

(5)   Annualized.

(6)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


88 WisdomTree Trust Prospectus




Financial Highlights

WisdomTree International Dividend Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



-------------------------------------------------------------------------------------------------------
                                                                                       For the Period
                                                                         For the      June 16, 2006(1)
                                                                       Year Ended          through
WisdomTree Europe SmallCap Dividend Fund                             March 31, 2008    March 31, 2007
-------------------------------------------------------------------------------------------------------
                                                                                
Net asset value, beginning of period                                   $  70.15         $   50.42
-------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                2.32              1.31
   Net realized and unrealized gain (loss)                                (9.78)            18.89
-------------------------------------------------------------------------------------------------------
Total from investment operations                                          (7.46)            20.20
-------------------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                                  (4.22)            (0.47)
-------------------------------------------------------------------------------------------------------
Total dividends to shareholders                                           (4.22)            (0.47)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                                         $  58.47         $   70.15
-------------------------------------------------------------------------------------------------------
TOTAL RETURN(3)                                                          (10.72)%           40.14%
-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                              $ 46,778         $ 147,316
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers                         0.58%             0.58%(4)
   Expenses, prior to expense reimbursements/waivers                       0.58%             0.62%(4)
   Net investment income                                                   3.33%             2.99%(4)
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                   22%               47%
-------------------------------------------------------------------------------------------------------




-------------------------------------------------------------------------------------------------------
                                                                                       For the Period
                                                                         For the      June 16, 2006(1)
                                                                       Year Ended          through
WisdomTree Japan Total Dividend Fund                                 March 31, 2008    March 31, 2007
-------------------------------------------------------------------------------------------------------
                                                                                
Net asset value, beginning of period                                   $  57.00         $   50.32
-------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                0.64              0.56
   Net realized and unrealized gain (loss)                                (8.82)             6.33
-------------------------------------------------------------------------------------------------------
Total from investment operations                                          (8.18)             6.89
-------------------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                                  (0.48)            (0.21)
-------------------------------------------------------------------------------------------------------
Total dividends to shareholders                                           (0.48)            (0.21)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                                         $  48.34         $   57.00
-------------------------------------------------------------------------------------------------------
TOTAL RETURN(3)                                                          (14.39)%           13.71%
-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                              $ 29,004         $  51,301
Ratio to average net assets of:
   Expenses, net of expense reimbursements                                 0.48%             0.48%(4)
   Expenses, prior to expense reimbursements                               0.48%             0.54%(4)
   Net investment income                                                   1.17%             1.40%(4)
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                    1%                6%
-------------------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed/waived by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


                                                  WisdomTree Trust Prospectus 89




Financial Highlights

WisdomTree International Dividend Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



-------------------------------------------------------------------------------------------------------
                                                                                       For the period
                                                                         For the      June 16, 2006(1)
                                                                       Year Ended         through
WisdomTree Japan High-Yielding Equity Fund                           March 31, 2008    March 31, 2007
-------------------------------------------------------------------------------------------------------
                                                                                
Net asset value, beginning of period                                   $  59.42         $   50.14
-------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                0.65              1.18
   Net realized and unrealized gain (loss)                                (9.50)             8.44
-------------------------------------------------------------------------------------------------------
Total from investment operations                                          (8.85)             9.62
-------------------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                                  (0.98)            (0.34)
-------------------------------------------------------------------------------------------------------
Total dividends to shareholders                                           (0.98)            (0.34)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                                         $  49.59         $   59.42
-------------------------------------------------------------------------------------------------------
TOTAL RETURN(3)                                                          (14.96)%           19.22%
-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                              $ 29,754         $  95,069
Ratio to average net assets of:
   Expenses, net of expense reimbursements                                 0.58%             0.58%(4)
   Expenses, prior to expense reimbursements                               0.58%             0.64%(4)
   Net investment income                                                   1.18%             3.00%(4)
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                    1%                6%
-------------------------------------------------------------------------------------------------------




-------------------------------------------------------------------------------------------------------
                                                                                       For the period
                                                                         For the      June 16, 2006(1)
                                                                       Year Ended         through
WisdomTree Japan SmallCap Dividend Fund                              March 31, 2008    March 31, 2007
-------------------------------------------------------------------------------------------------------
                                                                                
Net asset value, beginning of period                                   $  52.33         $   50.69
-------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                0.69              0.95
   Net realized and unrealized gain (loss)                                (8.12)             0.74
-------------------------------------------------------------------------------------------------------
Total from investment operations                                          (7.43)             1.69
-------------------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                                  (0.61)            (0.05)
-------------------------------------------------------------------------------------------------------
Total dividends to shareholders                                           (0.61)            (0.05)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period                                         $  44.29         $   52.33
-------------------------------------------------------------------------------------------------------
TOTAL RETURN(3)                                                          (14.23)%            3.34%
-------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                              $ 75,300         $  99,419
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers                         0.58%             0.58%(4)
   Expenses, prior to expense reimbursements/waivers                       0.58%             0.64%(4)
   Net investment income                                                   1.44%             2.75%(4)
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                    3%               25%
-------------------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed/waived by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


90 WisdomTree Trust Prospectus




Financial Highlights

WisdomTree International Dividend Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



--------------------------------------------------------------------------------------------
                                                                            For the period
                                                              For the      June 16, 2006(1)
                                                            Year Ended          through
WisdomTree Pacific ex-Japan Total Dividend Fund           March 31, 2008     March 31, 2007
--------------------------------------------------------------------------------------------
                                                                     
Net asset value, beginning of period                        $   67.57        $   49.71
--------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                      2.69             1.40
   Net realized and unrealized gain                              4.61            16.85
--------------------------------------------------------------------------------------------
Total from investment operations                                 7.30            18.25
--------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                        (1.87)           (0.39)
--------------------------------------------------------------------------------------------
Total dividends to shareholders                                 (1.87)           (0.39)
--------------------------------------------------------------------------------------------
Net asset value, end of period                              $   73.00        $   67.57
--------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                                 10.58%           36.80%
--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                   $ 146,008        $  74,329
Ratio to average net assets of:
   Expenses, net of expense reimbursements                       0.48%            0.48%(4)
   Expenses, prior to expense reimbursements                     0.48%            0.54%(4)
   Net investment income                                         3.42%            3.31%(4)
--------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                         12%              21%
--------------------------------------------------------------------------------------------




--------------------------------------------------------------------------------------------
                                                                            For the period
                                                             For the       June 16, 2006(1)
                                                            Year Ended          through
WisdomTree Pacific ex-Japan High-Yielding Equity Fund     March 31, 2008    March 31, 2007
--------------------------------------------------------------------------------------------
                                                                     
Net asset value, beginning of period                        $   67.08        $   49.02
--------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                      3.24             2.18
   Net realized and unrealized gain (loss)                      (3.40)           16.40
--------------------------------------------------------------------------------------------
Total from investment operations                                (0.16)           18.58
--------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                        (3.48)           (0.52)
   Capital gains                                                (0.14)              --
--------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders               (3.62)           (0.52)
--------------------------------------------------------------------------------------------
Net asset value, end of period                              $   63.30        $   67.08
--------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                                  0.69%           38.02%
--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                   $  56,966        $  87,205
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers               0.58%            0.58%(4)
   Expenses, prior to expense reimbursements/waivers             0.58%            0.63%(4)
   Net investment income                                         4.42%            5.11%(4)
--------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                         16%               7%
--------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed/waived by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


                                                  WisdomTree Trust Prospectus 91




Financial Highlights

WisdomTree International Dividend Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



-------------------------------------------------------------------------------------------
                                                                            For the period
                                                              For the      June 16, 2006(1)
                                                            Year Ended          through
WisdomTree International LargeCap Dividend Fund           March 31, 2008    March 31, 2007
-------------------------------------------------------------------------------------------
                                                                     
Net asset value, beginning of period                        $   62.55        $   49.86
-------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                      1.80             0.85
   Net realized and unrealized gain (loss)                      (1.11)           12.14
-------------------------------------------------------------------------------------------
Total from investment operations                                 0.69            12.99
-------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                        (1.38)           (0.30)
-------------------------------------------------------------------------------------------
Total dividends to shareholders                                 (1.38)           (0.30)
-------------------------------------------------------------------------------------------
Net asset value, end of period                              $   61.86        $   62.55
-------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                                  0.93%           26.08%
-------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                   $ 154,658        $  87,569
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers               0.48%            0.48%(4)
   Expenses, prior to expense reimbursements/waivers             0.48%            0.52%(4)
   Net investment income                                         2.69%            1.99%(4)
-------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                         15%               8%(4)
-------------------------------------------------------------------------------------------




-------------------------------------------------------------------------------------------
                                                                            For the period
                                                              For the      June 16, 2006(1)
                                                            Year Ended          through
WisdomTree International Dividend Top 100 Fund            March 31, 2008    March 31, 2007
-------------------------------------------------------------------------------------------
                                                                     
Net asset value, beginning of period                        $   66.37        $   49.77
-------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                      2.29             1.03
   Net realized and unrealized gain (loss)                      (2.86)           15.80
-------------------------------------------------------------------------------------------
Total from investment operations                                (0.57)           16.83
-------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                        (1.79)           (0.22)
   Capital gains                                                   --            (0.01)
-------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders               (1.79)           (0.23)
-------------------------------------------------------------------------------------------
Net asset value, end of period                              $   64.01        $   66.37
-------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                                 (1.05)%          33.83%
-------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                   $ 390,485        $ 278,743
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers               0.58%            0.58%(4)
   Expenses, prior to expense reimbursements/waivers             0.58%            0.60%(4)
   Net investment income                                         3.28%            2.30%(4)
-------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                         24%               8%
-------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed/waived by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


92 WisdomTree Trust Prospectus




Financial Highlights

WisdomTree International Dividend Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below::



--------------------------------------------------------------------------------------------
                                                                            For the Period
                                                              For the      June 16, 2006(1)
                                                            Year Ended          through
WisdomTree International MidCap Dividend Fund             March 31, 2008    March 31, 2007
--------------------------------------------------------------------------------------------
                                                                     
Net asset value, beginning of period                        $   67.56        $   50.13
--------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                      1.92             1.08
   Net realized and unrealized gain (loss)                      (4.95)           16.73
--------------------------------------------------------------------------------------------
Total from investment operations                                (3.03)           17.81
--------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                        (1.81)           (0.38)
   Capital gains                                                (0.12)              --
--------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders               (1.93)           (0.38)
--------------------------------------------------------------------------------------------
Net asset value, end of period                              $   62.60        $   67.56
--------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                                 (4.61)%          35.57%
--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                   $ 219,104        $ 168,889
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers               0.58%            0.58%(4)
   Expenses, prior to expense reimbursements/waivers             0.58%            0.61%(4)
   Net investment income                                         2.76%            2.53%(4)
--------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                         18%              44%
--------------------------------------------------------------------------------------------




--------------------------------------------------------------------------------------------
                                                                            For the period
                                                              For the      June 16, 2006(1)
                                                            Year Ended          through
WisdomTree International SmallCap Dividend Fund           March 31, 2008    March 31, 2007
--------------------------------------------------------------------------------------------
                                                                     
Net asset value, beginning of period                        $   67.80        $   50.35
--------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                      1.86             1.43
   Net realized and unrealized gain (loss)                      (7.08)           16.28
--------------------------------------------------------------------------------------------
Total from investment operations                                (5.22)           17.71
--------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                        (1.41)           (0.26)
   Capital gains                                                (0.06)              --
--------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders               (1.47)           (0.26)
--------------------------------------------------------------------------------------------
Net asset value, end of period                              $   61.11        $   67.80
--------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                                 (7.79)%          35.21%
--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                   $ 482,761        $ 298,315
Ratio to average net assets of:
   Expenses, net of expense reimbursements/waivers               0.58%            0.58%(4)
   Expenses, prior to expense reimbursements/waivers             0.58%            0.60%(4)
   Net investment income                                         2.71%            3.33%(4)
--------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                         17%              39%
--------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed/waived by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


                                                  WisdomTree Trust Prospectus 93




Financial Highlights

WisdomTree International Dividend Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



--------------------------------------------------------------------------------------------
                                                                            For the period
                                                                           July 13, 2007(1)
                                                                                through
WisdomTree Emerging Markets High-Yielding Equity Fund                       March 31, 2008
--------------------------------------------------------------------------------------------
                                                                        
Net asset value, beginning of period                                         $   50.68
--------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                       1.12
   Net realized and unrealized gain                                               0.51
--------------------------------------------------------------------------------------------
Total from investments operations                                                 1.63
--------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                                         (0.49)
--------------------------------------------------------------------------------------------
Total dividends to shareholders                                                  (0.49)
--------------------------------------------------------------------------------------------
Net asset value, end of period                                               $   51.82
--------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                                                   3.23%
--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                                    $ 165,813
Ratio to average net assets of:
   Net expenses                                                                   0.63%(4)
   Net investment income                                                          3.18%(4)
--------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                           3%
--------------------------------------------------------------------------------------------




--------------------------------------------------------------------------------------------
                                                                          For the period
                                                                        October 30, 2007(1)
                                                                              through
WisdomTree Emerging Markets SmallCap Dividend Fund                        March 31, 2008
--------------------------------------------------------------------------------------------
                                                                     
Net asset value, beginning of period                                         $   51.50
--------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                       0.37
   Net realized and unrealized gain loss                                         (7.87)
--------------------------------------------------------------------------------------------
Total from investment operations                                                 (7.50)
--------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                                         (0.05)
--------------------------------------------------------------------------------------------
Total dividends to shareholders                                                  (0.05)
--------------------------------------------------------------------------------------------
Net asset value, end of period                                               $   43.95
--------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                                                 (14.57)%
--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                                    $  52,742
Ratio to average net assets of:
   Net expenses                                                                   0.63%(4)
   Net investment income                                                          1.99%(4)
--------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                           6%
--------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


94 WisdomTree Trust Prospectus



Frequency Distribution of Discounts & Premiums (unaudited)

WisdomTree Domestic Dividend Funds


The chart below presents information about differences between the per share net
asset value ("NAV") of each Fund and the market trading price of shares of each
Fund. For these purposes, the "market price" is the mid-point of the highest bid
and lowest offer for Fund shares as of the close of trading on the exchange
where Fund shares are listed. The term "premium" is sometimes used to describe a
market price in excess of NAV and the term "discount" is sometimes used to
describe a market price below NAV. The chart presents information about the size
and frequency of end of day premiums or discounts. As with other exchange traded
funds, the market price of Fund shares is typically slightly higher or lower
than the Fund's per share NAV. Factors that contribute to the differences
between market price and NAV include the supply and demand for Fund shares and
investors' assessments of the underlying value of a Fund's portfolio securities.



--------------------------------------------------------------------------------------------------------------------------
                                                           Market Price Above or Equal to         Market Price Below
                                                                  Net Asset Value                   Net Asset Value
                                                          --------------------------------   -----------------------------
                                          Basis Point        Number       Percentage of        Number       Percentage of
                                         Differential       of Days        Total Days         of Days         Total Days
--------------------------------------------------------------------------------------------------------------------------
                                                                                             
WisdomTree Total Dividend Fund
April 1, 2007 - June 30, 2008                0-24.9           128             40.63%            175             55.56%
                                         ---------------------------------------------------------------------------------
                                            25-49.9             2              0.63%              3              0.95%
                                         ---------------------------------------------------------------------------------
                                            50-74.9             1              0.32%              0              0.00%
                                         ---------------------------------------------------------------------------------
                                           75-100.0             1              0.32%              0              0.00%
                                         ---------------------------------------------------------------------------------
                                             >100.0             3              0.95%              2              0.63%
                                         ---------------------------------------------------------------------------------
                                              Total           135             42.86%            180             57.14%
--------------------------------------------------------------------------------------------------------------------------
WisdomTree High-Yielding Equity Fund
April 1, 2007 - June 30, 2008                0-24.9           127             40.32%            172             54.60%
                                         ---------------------------------------------------------------------------------
                                            25-49.9             4              1.27%              2              0.63%
                                         ---------------------------------------------------------------------------------
                                            50-74.9             1              0.32%              2              0.63%
                                         ---------------------------------------------------------------------------------
                                           75-100.0             1              0.32%              1              0.32%
                                         ---------------------------------------------------------------------------------
                                             >100.0             3              0.95%              2              0.63%
                                         ---------------------------------------------------------------------------------
                                              Total           136             43.17%            179             56.83%
--------------------------------------------------------------------------------------------------------------------------
WisdomTree LargeCap Dividend Fund
April 1, 2007 - June 30, 2008                0-24.9           135             42.86%            156             49.52%
                                         ---------------------------------------------------------------------------------
                                            25-49.9             8              2.54%              5              1.59%
                                         ---------------------------------------------------------------------------------
                                            50-74.9             3              0.95%              1              0.32%
                                         ---------------------------------------------------------------------------------
                                           75-100.0             0              0.00%              0              0.00%
                                         ---------------------------------------------------------------------------------
                                             >100.0             5              1.59%              2              0.63%
                                         ---------------------------------------------------------------------------------
                                              Total           151             47.94%            164             52.06%
--------------------------------------------------------------------------------------------------------------------------
WisdomTree Dividend Top 100 Fund
April 1, 2007 - June 30, 2008                0-24.9           123             39.05%            160             50.79%
                                         ---------------------------------------------------------------------------------
                                            25-49.9            16              5.08%              4              1.27%
                                         ---------------------------------------------------------------------------------
                                            50-74.9             1              0.32%              1              0.32%
                                         ---------------------------------------------------------------------------------
                                           75-100.0             1              0.32%              1              0.32%
                                         ---------------------------------------------------------------------------------
                                             >100.0             5              1.59%              3              0.95%
                                         ---------------------------------------------------------------------------------
                                              Total           146             46.35%            169             53.65%
--------------------------------------------------------------------------------------------------------------------------



                                                  WisdomTree Trust Prospectus 95



Frequency Distribution of Discounts & Premiums (unaudited) (concluded)

WisdomTree Domestic Dividend Funds




--------------------------------------------------------------------------------------------------------------------------
                                                           Market Price Above or Equal to         Market Price Below
                                                                  Net Asset Value                   Net Asset Value
                                                          --------------------------------   -----------------------------
                                          Basis Point        Number       Percentage of        Number       Percentage of
                                         Differential       of Days        Total Days         of Days        Total Days
--------------------------------------------------------------------------------------------------------------------------
                                                                                             
WisdomTree MidCap Dividend Fund
April 1, 2007 - June 30, 2008                0-24.9           137             43.49%            161             51.11%
                                         ---------------------------------------------------------------------------------
                                            25-49.9             3              0.95%              3              0.95%
                                         ---------------------------------------------------------------------------------
                                            50-74.9             0              0.00%              1              0.32%
                                         ---------------------------------------------------------------------------------
                                           75-100.0             1              0.32%              0              0.00%
                                         ---------------------------------------------------------------------------------
                                             >100.0             7              2.22%              2              0.63%
                                         ---------------------------------------------------------------------------------
                                              Total           148             46.89%            167             53.02%
--------------------------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Dividend Fund
April 1, 2007 - June 30, 2008                0-24.9           145             46.03%            149             47.30%
                                         ---------------------------------------------------------------------------------
                                            25-49.9             3              0.95%              9              2.86%
                                         ---------------------------------------------------------------------------------
                                            50-74.9             2              0.63%              0              0.00%
                                         ---------------------------------------------------------------------------------
                                           75-100.0             0              0.00%              0              0.00%
                                         ---------------------------------------------------------------------------------
                                             >100.0             4              1.27%              3              0.95%
                                         ---------------------------------------------------------------------------------
                                              Total           154             48.89%            161             51.11%
--------------------------------------------------------------------------------------------------------------------------



96 WisdomTree Trust Prospectus



Frequency Distribution of Discounts & Premiums (unaudited)

WisdomTree International Dividend Funds


The chart below presents information about differences between the per share net
asset value ("NAV") of each Fund and the market trading price of shares of each
Fund. For these purposes, the "market price" is the mid-point of the highest bid
and lowest offer for Fund shares as of the close of trading on the exchange
where Fund shares are listed. The term "premium" is sometimes used to describe a
market price in excess of NAV and the term "discount" is sometimes used to
describe a market price below NAV. The chart presents information about the size
and frequency of end of day premiums or discounts. As with other exchange traded
funds, the market price of Fund shares is typically slightly higher or lower
than the Fund's per share NAV. Factors that contribute to the differences
between market price and NAV include the supply and demand for Fund shares and
investors' assessments of the underlying value of a Fund's portfolio securities.

Differences between the closing times of U.S. and non-U.S. markets may
contribute to differences between the NAV and market price of Fund shares. Many
non-U.S. markets close prior to the close of the U.S. securities exchanges.
Developments after the close of such markets as a result of ongoing price
discovery may be reflected in a Fund's market price but not in its NAV (or vice
versa).

Because the Middle East Dividend Fund did not commence operations until
July 2008, information is not presented for this Fund.



-----------------------------------------------------------------------------------------------------------------------------------
                                                                           Market Price Above or Equal to      Market Price Below
                                                                                  Net Asset Value               Net Asset Value
                                                                           ------------------------------   -----------------------
                                                            Basis Point      Number    Percentage of         Number   Percentage of
                                                            Differential    of Days      Total Days         of Days    Total Days
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
WisdomTree DEFA Fund
April 1, 2007 - June 30, 2008                                   0-24.9         43          13.65%              25          7.94%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         64          20.32%              16          5.08%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         53          16.83%              15          4.76%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         29           9.21%              10          3.17%
                                                            -----------------------------------------------------------------------
                                                                >100.0         43          13.65%              17          5.40%
                                                            -----------------------------------------------------------------------
                                                                 Total        232          73.65%              83         26.35%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree DEFA High-Yielding Equity Fund
April 1, 2007 - June 30, 2008                                   0-24.9         54          17.14%              31          9.84%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         51          16.19%              29          9.21%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         42          13.33%              15          4.76%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         19           6.03%              20          6.35%
                                                            -----------------------------------------------------------------------
                                                                >100.0         32          10.16%              22          6.98%
                                                            -----------------------------------------------------------------------
                                                                 Total        198          62.86%             117         37.14%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree Europe Total Dividend Fund
April 1, 2007 - June 30, 2008                                   0-24.9         67          21.27%              39         12.38%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         54          17.14%              30          9.52%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         30           9.52%              18          5.71%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         17           5.40%              11          3.49%
                                                            -----------------------------------------------------------------------
                                                                >100.0         32          10.16%              17          5.40%
                                                            -----------------------------------------------------------------------
                                                                 Total        200          63.49%             115         36.51%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree Europe High-Yielding Equity Fund
April 1, 2007 - June 30, 2008                                   0-24.9         36          11.43%              39         12.38%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         24           7.62%              43         13.65%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         12           3.81%              29          9.21%
                                                            -----------------------------------------------------------------------
                                                              75-100.0          6           1.90%              39         12.38%
                                                            -----------------------------------------------------------------------
                                                                >100.0          8           2.54%              79         25.08%
                                                            -----------------------------------------------------------------------
                                                                 Total         86          27.30%             229         72.70%
-----------------------------------------------------------------------------------------------------------------------------------



                                                  WisdomTree Trust Prospectus 97



Frequency Distribution of Discounts & Premiums (unaudited)

WisdomTree International Dividend Funds




-----------------------------------------------------------------------------------------------------------------------------------
                                                                           Market Price Above or Equal to      Market Price Below
                                                                                  Net Asset Value               Net Asset Value
                                                                           ------------------------------   -----------------------
                                                            Basis Point      Number    Percentage of         Number   Percentage of
                                                            Differential    of Days      Total Days         of Days    Total Days
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
WisdomTree Europe SmallCap Dividend Fund
April 1, 2007 - June 30, 2008                                   0-24.9         36          11.43%              39         12.38%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         24           7.62%              43         13.65%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         12           3.81%              29          9.21%
                                                            -----------------------------------------------------------------------
                                                              75-100.0          6           1.40%              39         12.38%
                                                            -----------------------------------------------------------------------
                                                                >100.0          8           2.54%              79         25.08%
                                                            -----------------------------------------------------------------------
                                                                 Total         86          27.30%             229         72.70%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree Japan Total Dividend Fund
April 1, 2007 - June 30, 2008                                   0-24.9         36          11.43%              31          9.84%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         30           9.52%              27          8.57%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         19           6.03%              22          6.98%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         14           4.44%              29          9.21%
                                                            -----------------------------------------------------------------------
                                                                >100.0         26           8.25%              81         25.71%
                                                            -----------------------------------------------------------------------
                                                                 Total        125          39.68%             190         60.32%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree Japan High-Yielding Equity Fund
April 1, 2007 - June 30, 2008                                   0-24.9         34          10.79%              31          9.84%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         30           9.52%              29          9.21%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         17           5.40%              26          8.25%
                                                            -----------------------------------------------------------------------
                                                              75-100.0          7           2.22%              27          8.57%
                                                            -----------------------------------------------------------------------
                                                                >100.0         33          10.48%              81         25.71%
                                                            -----------------------------------------------------------------------
                                                                 Total        121          38.41%             194         61.59%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree Japan SmallCap Dividend Fund
April 1, 2007 - June 30, 2008                                   0-24.9         44          13.97%              19          6.03%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         30           9.52%              30          9.52%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         24           7.62%              21          6.67%
                                                            -----------------------------------------------------------------------
                                                              75-100.0          8           2.54%              25          7.94%
                                                            -----------------------------------------------------------------------
                                                                >100.0         42          13.33%              72         22.86%
                                                            -----------------------------------------------------------------------
                                                                 Total        148          46.98%             167         53.02%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan Total Dividend Fund
April 1, 2007 - June 30, 2008                                   0-24.9         39          12.38%              20          6.35%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         33          10.48%              29          9.21%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         25           7.94%              12          3.81%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         21           6.67%              17          5.40%
                                                            -----------------------------------------------------------------------
                                                                >100.0         52          16.51%              67         21.27%
                                                            -----------------------------------------------------------------------
                                                                 Total        170          53.97%             145         46.03%
-----------------------------------------------------------------------------------------------------------------------------------



98  WisdomTree Trust Prospectus



Frequency Distribution of Discounts & Premiums (unaudited)




-----------------------------------------------------------------------------------------------------------------------------------
                                                                           Market Price Above or Equal to      Market Price Below
                                                                                  Net Asset Value               Net Asset Value
                                                                           ------------------------------   -----------------------
                                                            Basis Point      Number    Percentage of         Number   Percentage of
                                                            Differential    of Days      Total Days         of Days    Total Days
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
WisdomTree Pacific ex-Japan High-Yielding Equity Fund
April 1, 2007 - June 30, 2008                                   0-24.9         26           8.25%              23          7.30%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         34          10.79%              27          8.57%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         35          11.11%              19          6.03%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         29           9.21%              16          5.08%
                                                            -----------------------------------------------------------------------
                                                                >100.0         34          10.79%              72         22.86%
                                                            -----------------------------------------------------------------------
                                                                 Total        158          50.16%             157         49.84%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree International LargeCap Dividend Fund
April 1, 2007 - June 30, 2008                                   0-24.9         46          14.60%              39         12.38%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         65          20.63%              28          8.89%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         28           8.89%              19          6.03%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         30           9.52%               6          1.90%
                                                            -----------------------------------------------------------------------
                                                                >100.0         30           9.52%              24          7.62%
                                                            -----------------------------------------------------------------------
                                                                 Total        199          63.17%             116         36.83%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree International Dividend Top 100 Fund
April 1, 2007 - June 30, 2008                                   0-24.9         39          12.38%              37         11.75%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         52          16.51%              28          8.89%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         39          12.38%              17          5.40%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         22           6.98%               8          2.54%
                                                            -----------------------------------------------------------------------
                                                                >100.0         36          11.43%              37         11.75%
                                                            -----------------------------------------------------------------------
                                                                 Total        188          59.68%             127         40.32%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree International MidCap Dividend Fund
April 1, 2007 - June 30, 2008                                   0-24.9         46          14.60%              40         12.70%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         54          17.14%              33         10.48%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         33          10.48%              16          5.08%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         18           5.71%              14          4.44%
                                                            -----------------------------------------------------------------------
                                                                >100.0         34          10.79%              27          8.57%
                                                            -----------------------------------------------------------------------
                                                                 Total        185          58.73%             130         41.27%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree International SmallCap Dividend Fund
April 1, 2007 - June 30, 2008                                   0-24.9         40          12.70%              19          6.03%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         52          16.51%              25          7.94%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         41          13.02%              10          3.17%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         31           9.84%              14          4.44%
                                                            -----------------------------------------------------------------------
                                                                >100.0         58          18.41%              25          7.94%
                                                            -----------------------------------------------------------------------
                                                                 Total        222          70.48%              93         29.52%
-----------------------------------------------------------------------------------------------------------------------------------



                                                  WisdomTree Trust Prospectus 99



Frequency Distribution of Discounts & Premiums (unaudited)

WisdomTree International Dividend Funds




-----------------------------------------------------------------------------------------------------------------------------------
                                                                           Market Price Above or Equal to      Market Price Below
                                                                                  Net Asset Value               Net Asset Value
                                                                           ------------------------------   -----------------------
                                                            Basis Point      Number    Percentage of         Number   Percentage of
                                                            Differential    of Days      Total Days         of Days    Total Days
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
WisdomTree Emerging Markets High-Yielding Equity Fund
July 13, 2007 - June 30, 2008                                   0-24.9         18           7.38%              17          6.97%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         13           5.33%              12          4.92%
                                                            -----------------------------------------------------------------------
                                                               50-74.9         23           9.43%               8          3.28%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         27          11.07%               7          2.87%
                                                            -----------------------------------------------------------------------
                                                                >100.0         86          35.25%              33         13.52%
                                                            -----------------------------------------------------------------------
                                                                 Total        167          68.44%              77         31.56%
-----------------------------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets SmallCap Dividend Fund
October 30, 2007 - June 30, 2008                                0-24.9          7           4.17%               9          5.36%
                                                            -----------------------------------------------------------------------
                                                               25-49.9         13           7.74%               5          2.98%
                                                            -----------------------------------------------------------------------
                                                               50-74.9          6           3.57%               6          3.57%
                                                            -----------------------------------------------------------------------
                                                              75-100.0         18          10.71%               6          3.57%
                                                            -----------------------------------------------------------------------
                                                                >100.0         41          24.40%              57         33.93%
                                                            -----------------------------------------------------------------------
                                                                 Total         85          50.60%              83         49.40%
-----------------------------------------------------------------------------------------------------------------------------------



100 WisdomTree Trust Prospectus



                      (This page intentionally left blank.)

                                                 WisdomTree Trust Prospectus 101



The Trust's current SAI provides additional detailed information about the
Funds. The Trust has electronically filed the SAI with the SEC. It is
incorporated by reference in this Prospectus.


Additional information about the Funds' investments is available in the Funds'
annual and semi-annual reports to shareholders. In the annual report you will
find a discussion of the market conditions and investment strategies that
significantly affected the Funds' performance during the last fiscal year.

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


--------------------------------------------------------------------------------
Call:       1-866-909-9473
            Monday through Friday
            8:00 a.m. - 8:00 p.m. (Eastern time)
--------------------------------------------------------------------------------
Write:      WisdomTree Trust
            c/o ALPS Distributors, Inc.
            1290 Broadway, Suite 1100
            Denver, Colorado 80203
--------------------------------------------------------------------------------
Visit:      www.wisdomtree.com
--------------------------------------------------------------------------------


Information about the Funds (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-942-8090. Reports and other information about the Funds are available on
the EDGAR Database on the SEC's Internet site at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following E-mail address: publicinfo@sec.gov, or by writing the
SEC's Public Reference Section, Washington, D.C. 20549-0102.


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


(C)2008 WisdomTree Trust


WisdomTree Funds are distributed by
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203


WisdomTree(R) is a registered mark of WisdomTree
Investments, Inc.


INVESTMENT COMPANY ACT FILE NO. 811-21864

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

[WISDOMTREE LOGO]


WisdomTree Trust

380 Madison Avenue, 21st Floor
New York, NY 10017




[WISDOMTREE LOGO]

--------------------------
International Sector Funds
--------------------------

                                                                      PROSPECTUS


                                                                   July 29, 2008


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

      WisdomTree(R) Trust

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

      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 SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT APPROVED OR
      DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
      PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



WisdomTree Trust

WisdomTree Trust (the "Trust") is a registered investment company that consists
of separate investment portfolios called "Funds." Each Fund seeks investment
results that closely correspond to the price and yield performance, before fees
and expenses, of a particular index that defines a dividend-paying segment of
the international stock market. The indexes are created using a proprietary
methodology developed by WisdomTree Investments, Inc. The Funds described in
this Prospectus are listed in the Table of Contents.


Each Fund is an "exchange traded fund." This means that shares of the Funds are
listed on a national securities exchange, such as NYSE Arca, and trade at market
prices. The market price for a Fund's shares may be different from its net asset
value per share ("NAV"). Each Fund has its own CUSIP number and exchange trading
symbol.


Each Fund described in this Prospectus issues and redeems shares at NAV only in
large blocks of shares, typically 200,000 shares or more ("Creation Units").
These transactions are usually in exchange for a basket of securities and an
amount of cash. As a practical matter, only institutions or large investors
purchase or redeem Creation Units. Except when aggregated in Creation Units,
shares of each Fund are not redeemable securities.

--------------------------------------------------------------------------------
A NOTE TO RETAIL INVESTORS

Shares can be purchased directly from the issuing Fund only in exchange for a
basket of securities that is expected to be worth several million dollars. Most
individual investors, therefore, will not be able to purchase shares directly
from a Fund. Instead, these investors will purchase shares in the secondary
market through a brokerage account or with the assistance of a broker. Thus,
some of the information contained in this Prospectus - such as information about
purchasing and redeeming shares from a Fund and references to transaction fees
imposed on purchases and redemptions - is not relevant to most individual
investors. Shares purchased or sold through a brokerage account or with the
assistance of a broker may be subject to brokerage commissions and charges.
--------------------------------------------------------------------------------

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



WisdomTree Trust


--------------------------------------------------------------------------------
Table of Contents
--------------------------------------------------------------------------------

Overview                                                                       2

Investment Objective                                                           2
Principal Investment Strategies                                                2
Principal Risk Factors Common to All Funds                                     3

WisdomTree International Sector Funds                                          6

WisdomTree International Basic Materials Sector Fund                           6
WisdomTree International Communications Sector Fund                            9
WisdomTree International Consumer Discretionary Sector Fund                   12
WisdomTree International Consumer Staples Sector Fund                         15
WisdomTree International Energy Sector Fund                                   18
WisdomTree International Financial Sector Fund                                21
WisdomTree International Health Care Sector Fund                              24
WisdomTree International Industrial Sector Fund                               27
WisdomTree International Technology Sector Fund                               30
WisdomTree International Utilities Sector Fund                                33
WisdomTree International Real Estate Fund                                     36

Management                                                                    39

Investment Adviser                                                            39
Sub-Adviser                                                                   39
Portfolio Managers                                                            40
Portfolio Holdings Information                                                40
Buying and Selling Shares                                                     40
Share Trading Prices                                                          41
Determination of Net Asset Value                                              41
Dividends and Distributions                                                   42
Book Entry                                                                    42
Delivery of Shareholder Documents - Householding                              42
Frequent Purchases and Redemptions of Fund Shares                             42
Investments by Registered Investment Companies                                42
Taxes                                                                         43
Taxes on Distributions                                                        43
Taxes When Fund Shares are Sold                                               44
Taxes on Creation and Redemption of Creation Units                            44
Creation and Redemption                                                       44
Authorized Participants and the Continuous Offering of Shares                 45
Creation and Redemption Transaction Fees for Creation Units                   45
Distribution                                                                  46
Additional Notices                                                            46
Financial Highlights                                                          48
Frequency Distribution of Discounts & Premiums                                54
--------------------------------------------------------------------------------


                                                   WisdomTree Trust Prospectus 1



Overview

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

Each Fund is an exchange-traded fund ("ETF"). ETFs are index funds whose shares
are listed on a stock exchange and traded like equity securities at market
prices. ETFs, such as the Funds, allow you to buy or sell shares of a Fund that
represent the collective performance of a selected group of securities. ETFs are
designed to add the flexibility, ease and liquidity of stock-trading to the
benefits of traditional index-fund investing.

WisdomTree Asset Management, Inc. ("WisdomTree Asset Management") is the
investment adviser to each Fund. WisdomTree Investments, Inc. ("WisdomTree
Investments") is the parent company of WisdomTree Asset Management.

Investment Objective

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

Principal Investment Strategies


Each Fund tracks a specific international Index created by WisdomTree
Investments. Each Fund seeks investment returns that closely correspond to the
price and yield performance, before fees and expenses, of its underlying Index.

The WisdomTree Indexes are "fundamentally weighted." The Dividend Indexes differ
from most traditional indexes in that the proportion, or "weighting", of the
securities in each Dividend Index is based on a measure of fundamental value.
The Dividend Indexes are weighted based on either the amount of cash dividends
that companies in each Index pay or the dividend yield of the companies in each
Index. This means that securities of companies that pay higher amounts of cash
dividends or have higher dividend yields generally will be more heavily weighted
in each Index and Fund. Most traditional indexes and index funds weight their
securities by looking simply at the market capitalization of such securities.
Common stocks, real estate investment trusts, tracking stocks, and holding
companies are eligible for inclusion in each Index. Only regular dividends
(i.e., established or quarterly dividends as opposed to non-recurring or special
dividends) are included in the determination of cash dividends or dividend
yield.


Under normal circumstances, at least 95% of a Fund's total assets (exclusive of
collateral held from securities lending) will be invested in the component
securities of its Index. Each Fund will normally invest at least 80% of its net
assets, plus the amount of any borrowings for investment purposes, in the types
of Securities suggested by its name. Each Fund generally may invest up to 5% of
its total assets in securities not included in its Index, but which the Fund
believes will help it track its Index. For example, a Fund may invest in
securities that are not components of its Index in order to reflect various
corporate actions and other changes to its Index (such as reconstitutions,
additions and deletions). Under normal circumstances, as long as a Fund invests
at least 95% of its total assets in the securities of its Index, it also may
invest its other assets in cash and cash equivalents, as well as in shares of
other investment companies, futures contracts, options on futures contracts,
options, and swaps. WisdomTree Asset Management expects that, over time, the
correlation between each Fund's performance and that of its Index, before fees
and expenses, will be 95% or better.

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


*     "WisdomTree" is a registered mark of WisdomTree Investments and has been
      licensed for use by the Trust. WisdomTree Investments has patent
      applications pending on the methodology and operation of its Indexes and
      the Funds.


2 WisdomTree Trust Prospectus




Each Fund uses a "Representative Sampling" strategy in seeking to track the
performance of its Index. A Fund using a Representative Sampling strategy
generally will invest in a sample of the securities in its Index whose risk,
return and other characteristics (such as dividends paid, industry sector,
country, trading volume and liquidity) closely resemble the risk, return and
other characteristics of the Index as a whole.


Each Fund intends to concentrate (i.e., hold 25% or more of its total assets) in
the securities of the particular industry or group of industries suggested by
its name and the name of its underlying Index.

Principal Risk Factors Common to All Funds


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


Stock Market Risk

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


Foreign Securities Risk

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

Currency Risk

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


Investment Style Risk

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

                                                   WisdomTree Trust Prospectus 3



Interest Rate Risk

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

Investment Approach Risk

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

Concentration Risk

Each Index and Fund is concentrated in the industry or group of industries
suggested by its name. A Fund that concentrates, or otherwise invests a large
portion of its assets in a single industry or group of industries, may be more
susceptible to any single economic, market, political or regulatory occurrence
affecting that industry or group of industries. In such case, a Fund may be more
volatile than funds based on broader or less volatile market segments.


Non-Diversification Risk


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

Issuer-Specific Risk

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


Non-Correlation Risk


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

Management Risk

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

4 WisdomTree Trust Prospectus



Market Trading Risk


Although Fund shares are listed on national securities exchanges, there can be
no assurance that an active trading market for Fund shares will develop or be
maintained. If an active market is not maintained, investors may find it
difficult to buy or sell Fund shares. Trading of shares of a Fund on a stock
exchange may be halted if exchange officials deem such action appropriate, if
the Fund is delisted, or if the activation of marketwide "circuit breakers"
halts stock trading generally. If a Fund's shares are delisted, the Fund may
seek to list its shares on another market, merge with another ETF or redeem its
shares at NAV. WisdomTree Asset Management believes that, under normal market
conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.


Shares of the Funds May Trade at Prices Other Than NAV

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

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

Lack of Governmental Insurance or Guarantee

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

Fiscal Policy Risk

Any repeal or failure to extend the current federal tax treatment of qualified
dividend income could make dividend paying securities less appealing to
investors and could have a negative impact on the performance of the Funds.

                                                   WisdomTree Trust Prospectus 5



--------------------------------------------------------------------------------
WisdomTree International Sector Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Basic Materials Sector
Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W752

Exchange Trading Symbol:
o DBN
--------------------------------------------------------------------------------


WisdomTree International Basic Materials Sector Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Basic Materials Sector Index. Since
the Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Basic
Materials Sector Index. The Fund attempts to invest all, or substantially all,
of its assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree International Basic Materials Sector Index measures the
performance of companies in developed markets outside of the U.S. that pay
regular cash dividends on shares of common stock that WisdomTree Investments
classifies as being part of the "International Basic Materials" sector. The
Index is derived from the WisdomTree Dividend Index of Europe, Far East and
Australasia ("DEFA Index"). 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
included in the WisdomTree DEFA Index, Japan, Hong Kong, Singapore, Australia,
or New Zealand, and must be listed on a major securities exchange in one of
those countries. Companies must have paid at least $5 million in cash dividends
on their common stock in the annual cycle prior to the most recent Index
measurement date and must also satisfy specified liquidity and other
requirements. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes the following types of companies: metals and
mining, chemicals, construction materials and paper and forest products. As of
June 30, 2008, approximately 66% of the Index consisted of companies with market
capitalizations over $10 billion, and approximately 25% of the Index consisted
of securities of companies with market capitalizations between $2 and $10
billion.


Primary Investment Risks


      You can lose money on your investment in the Fund. For information about
      the risks of investing in the Fund, see the section herein entitled
      "Principal Risk Factors Common to All Funds." In addition, the Fund is
      subject to the following potential risks. As with all potential risks,
      this could decrease the value of your Fund investment.


o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country or
      region it is more likely to be

6 WisdomTree Trust Prospectus




      impacted by events or conditions affecting that country or region. For
      example, political and economic conditions and changes in regulatory, tax,
      or economic policy in a country could significantly affect the market in
      that country and in surrounding or related countries and have a negative
      impact on a Fund's performance. The Fund generally invests a relatively
      large percentage of its assets in companies organized in the Australia,
      Germany, Japan or the United Kingdom.

o     Basic Materials Investing. The Fund invests substantially all of its
      assets in one sector of the market and as such is particularly sensitive
      to risks to the International Basic Materials sector. These risks include
      but are not limited to: commodity price volatility, sluggish demand for
      basic materials, world economic growth, product liability for
      environmental damage, depletion of natural resources, technological
      progress, and government regulations.

o     Mid-Capitalization Investing. The Fund invests a relatively large
      percentage of its assets in securities of mid-capitalization companies.
      The securities of mid-capitalization companies may be more vulnerable to
      adverse issuer, market, political, or economic developments than the
      market as a whole or other types of securities. As a result, the Fund may
      be more volatile than funds that invest in larger, more established
      companies.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                      2007
                                     ------
                     Total Rerurn    32.26%


The Fund's year-to-date total return as of June 30, 2008 was 3.46%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)

--------------------------------------------------------------------------------
                                                           Return   Quarter/Year
--------------------------------------------------------------------------------
Highest Return                                             14.55%      2/2007
--------------------------------------------------------------------------------
Lowest Return                                              (4.34)%     4/2007
--------------------------------------------------------------------------------


                                                   WisdomTree Trust Prospectus 7




Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree International Basic Materials Sector Fund            1 Year   Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                   
Return before taxes                                              32.26%        38.46%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                           31.92%        38.17%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares      20.96%        32.68%
-------------------------------------------------------------------------------------------
S&P Global 1200 Materials Sector Index(3)
   (reflects no deduction for fees, expenses or taxes)           38.30%        42.57%
-------------------------------------------------------------------------------------------
WisdomTree International Basic Materials Sector Index
   (reflects no deduction for fees, expenses or taxes)           34.00%        40.31%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on October 13, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P Global 1200 Sector Indexes highlight sector characteristics of the
      S&P Global 1200 Index, a global index, that includes approximately 70% of
      the world's capital markets.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                                      1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                       
                                                       $59      $186      $324       $726
-------------------------------------------------------------------------------------------



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




-------------------------------------------------------------------------------------------
                                                      1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                       
                                                       $59      $186      $324       $726
-------------------------------------------------------------------------------------------


8 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Sector Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Communications Sector
Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W745

Exchange Trading Symbol:
o DGG
--------------------------------------------------------------------------------


WisdomTree International Communications Sector Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Communications Sector Index. Since the
Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Communications
Sector Index. The Fund attempts to invest all, or substantially all, of its
assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree International Communications Sector Index measures the
performance of companies in developed markets outside of the U.S. that pay
regular cash dividends on shares of common stock that WisdomTree Investments
classifies as being part of the "International Communications" sector. The Index
is derived from the WisdomTree Dividend Index of Europe, Far East and
Australasia ("DEFA Index"). 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
included in the WisdomTree DEFA Index, Japan, Hong Kong, Singapore, Australia,
or New Zealand, and must be listed on a major securities exchange in one of
those countries. Companies must have paid at least $5 million in cash dividends
on their common stock in the annual cycle prior to the most recent Index
measurement date and must also satisfy specified liquidity and other
requirements. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes the following types of companies: diversified
telecommunications and wireless telecommunications services. As of June 30,
2008, approximately 89% of the Index consisted of companies with market
capitalizations over $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country or
      region it is more likely to be impacted by events or conditions affecting
      that country or region. For example,

                                                   WisdomTree Trust Prospectus 9



      political and economic conditions and changes in regulatory, tax, or
      economic policy in a country could significantly affect the market in that
      country and in surrounding or related countries and have a negative impact
      on a Fund's performance. The Fund generally invests a relatively large
      percentage of its assets in companies organized in the United Kingdom.


o     Communications Investing. The Fund invests substantially all of its assets
      in one sector of the market and as such is particularly sensitive to risks
      to the International Communications sector. These risks include but are
      not limited to: rapid technological developments, intensive capital usage,
      and government regulation.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                     2007
                                     -----
                     Total Return    27.39%


The Fund's year-to-date total return as of June 30, 2008 was (17.85)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



----------------------------------------------------------------------------------------------------------
                                                                             Return       Quarter/Year
----------------------------------------------------------------------------------------------------------
                                                                                    
Highest Return                                                               10.29%          2/2007
----------------------------------------------------------------------------------------------------------
Lowest Return                                                                 1.36%          1/2007
----------------------------------------------------------------------------------------------------------


Average Annual Total Returns as of December 31, 2007



----------------------------------------------------------------------------------------------------------
WisdomTree International Communications Sector Fund                          1 Year    Since Inception(1)
----------------------------------------------------------------------------------------------------------
                                                                                 
Return before taxes                                                          27.39%          35.23%
----------------------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                                       26.37%          34.10%
----------------------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares                  17.78%          29.41%
----------------------------------------------------------------------------------------------------------
S&P Global 1200 Telecommunications Services Sector Index(3)
   (reflects no deduction for fees, expenses or taxes)                       26.72%          31.45%
----------------------------------------------------------------------------------------------------------
WisdomTree International Communications Sector Index
   (reflects no deduction for fees, expenses or taxes)                       27.66%          36.35%
----------------------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on October 13, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P Global 1200 Sector Indexes highlight sector characteristics of the
      S&P Global 1200 Index, a global index, that includes approximately 70% of
      the world's capital markets.


10 WisdomTree Trust Prospectus



Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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




--------------------------------------------------------------------------------------------------
                                                            1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------------------------
                                                                             
                                                              $59     $186       $324      $726
--------------------------------------------------------------------------------------------------


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



--------------------------------------------------------------------------------------------------
                                                            1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------------------------
                                                                             
                                                              $59     $186       $324      $726
--------------------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 11



--------------------------------------------------------------------------------
WisdomTree International Sector Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Consumer Discretionary
Sector Fund (formerly, the
WisdomTree International
Consumer Cyclical Sector
Fund)

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W737

Exchange Trading Symbol:
o DPC
--------------------------------------------------------------------------------

WisdomTree International Consumer Discretionary Sector Fund


Investment Objective


The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Consumer Discretionary Sector Index.
Since the Fund's investment objective has been adopted as a non-fundamental
investment policy, the Fund's investment objective may be changed without a vote
of shareholders.


Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Consumer
Discretionary Sector Index. The Fund attempts to invest all, or substantially
all, of its assets in the stocks that make up the Index. The Fund generally uses
a Representative Sampling strategy to achieve its investment objective.


Index Description


The WisdomTree International Consumer Discretionary Sector Index measures the
performance of companies in developed markets outside of the U.S. that pay
regular cash dividends on shares of common stock that WisdomTree Investments
classifies as being part of the "International Consumer Discretionary" sector.
The Index is derived from the WisdomTree Dividend Index of Europe, Far East and
Australasia ("DEFA Index"). 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
included in the WisdomTree DEFA Index, Japan, Hong Kong, Singapore, Australia,
or New Zealand, and must be listed on a major securities exchange in one of
those countries. Companies must have paid at least $5 million in cash dividends
on their common stock in the annual cycle prior to the most recent Index
measurement date and must also satisfy specified liquidity and other
requirements. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes the following types of companies:
automobiles, media, retail and leisure, luxury goods and household goods. As of
June 30, 2008, approximately 56% of the Index consisted of companies with market
capitalizations over $10 billion and approximately 27% of the Index consisted of
companies with market capitalizations between $2 and $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country or
      region it is more likely to be impacted by events or conditions affecting
      that country or region. For example,


12 WisdomTree Trust Prospectus




      political and economic conditions and changes in regulatory, tax, or
      economic policy in a country could significantly affect the market in that
      country and in surrounding or related countries and have a negative impact
      on a Fund's performance. The Fund generally invests a relatively large
      percentage of its assets in companies organized in France, Japan or the
      United Kingdom.

o     Consumer Discretionary Investing. The Fund invests substantially all of
      its assets in one sector of the market and as such is particularly
      sensitive to risks to the International Consumer Discretionary sector.
      These risks include but are not limited to: economic growth, worldwide
      demand, and consumers' disposable income levels and propensity to spend.

o     Mid-Capitalization Investing. The Fund invests a relatively large
      percentage of its assets in securities of mid-capitalization companies.
      The securities of mid-capitalization companies may be more vulnerable to
      adverse issuer, market, political, or economic developments than the
      market as a whole or other types of securities. As a result, the Fund may
      be more volatile than funds that invest in larger, more established
      companies.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                     2007
                                     -----
                     Total Return    5.25%


The Fund's year-to-date total return as of June 30, 2008 was (17.62)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



----------------------------------------------------------------------------------------------------------
                                                                             Return       Quarter/Year
----------------------------------------------------------------------------------------------------------
                                                                                    
Highest Return                                                                7.49%          1/2007
----------------------------------------------------------------------------------------------------------
Lowest Return                                                                (5.91)%         4/2007
----------------------------------------------------------------------------------------------------------



                                                  WisdomTree Trust Prospectus 13




Average Annual Total Returns as of December 31, 2007



----------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Discretionary Sector Fund                  1 Year    Since Inception(1)
----------------------------------------------------------------------------------------------------------
                                                                                 
Return before taxes                                                           5.25%          14.67%
----------------------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                                        4.40%          13.86%
----------------------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares                   3.40%          12.02%
----------------------------------------------------------------------------------------------------------
S&P Global 1200 Consumer Discretionary Sector Index(3)
   (reflects no deduction for fees, expenses or taxes)                       (3.15)%          3.27%
----------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Discretionary Sector Index
   (reflects no deduction for fees, expenses or taxes)                        4.65%          14.15%
----------------------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on October 13, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P Global 1200 Sector Indexes highlight sector characteristics of the
      S&P Global 1200 Index, a global index that includes approximately 70% of
      the world's capital markets.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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




----------------------------------------------------------------------------------------------------------
                                                                    1 Year   3 Years   5 Years   10 Years
----------------------------------------------------------------------------------------------------------
                                                                                     
                                                                     $59       $186      $324      $726
----------------------------------------------------------------------------------------------------------


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



----------------------------------------------------------------------------------------------------------
                                                                    1 Year   3 Years   5 Years   10 Years
----------------------------------------------------------------------------------------------------------
                                                                                     
                                                                     $59       $186      $324      $726
----------------------------------------------------------------------------------------------------------


14 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Sector Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Consumer Staples Sector
Fund (formerly, the
WisdomTree International
Consumer Non-Cyclical
Sector Fund)

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W729

Exchange Trading Symbol:
o DPN
--------------------------------------------------------------------------------

WisdomTree International Consumer Staples Sector Fund


Investment Objective


The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Consumer Staples Sector Index. Since
the Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.


Primary Investment Strategies


The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Consumer
Staples Sector Index. The Fund attempts to invest all, or substantially all, of
its assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.


Index Description


The WisdomTree International Consumer Staples Sector Index measures the
performance of companies in developed markets outside of the U.S. that pay
regular cash dividends on shares of common stock that WisdomTree Investments
classifies as being part of the "International Consumer Staples" sector. The
Index is derived from the WisdomTree Dividend Index of Europe, Far East and
Australasia ("DEFA Index"). 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
included in the WisdomTree DEFA Index, Japan, Hong Kong, Singapore, Australia,
or New Zealand, and must be listed on a major securities exchange in one of
those countries. Companies must have paid at least $5 million in cash dividends
on their common stock in the annual cycle prior to the most recent Index
measurement date and must also satisfy specified liquidity and other
requirements. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes the following types of companies: food
products, beverages, personal products and household products. As of June 30,
2008, approximately 76% of the Index consisted of companies with market
capitalizations over $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country or
      region it is more likely to be impacted by events or conditions affecting
      that country or region. For example, political and economic conditions and
      changes in regulatory, tax, or economic policy


                                                  WisdomTree Trust Prospectus 15



      in a country could significantly affect the market in that country and in
      surrounding or related countries and have a negative impact on a Fund's
      performance. The Fund generally invests a relatively large percentage of
      its assets in companies organized in the United Kingdom.


o     Consumer Staples Investing. The Fund invests substantially all of its
      assets in one sector of the market and as such is particularly sensitive
      to risks to the International Consumer Staples sector. These risks include
      but are not limited to: changes in price and availability of underlying
      commodities, rising energy prices and global and economic conditions.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                      2007
                                     -----
                     Total Return    14.75%


The Fund's year-to-date total return as of June 30, 2008 was (13.54)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



----------------------------------------------------------------------------------------------------------
                                                                             Return       Quarter/Year
----------------------------------------------------------------------------------------------------------
                                                                                    
Highest Return                                                                5.93%          1/2007
----------------------------------------------------------------------------------------------------------
Lowest Return                                                                 2.20%          3/2007
----------------------------------------------------------------------------------------------------------


Average Annual Total Returns as of December 31, 2007



----------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Staples Sector Fund                        1 Year    Since Inception(1)
----------------------------------------------------------------------------------------------------------
                                                                                 
Return before taxes                                                           14.75%         18.50%
----------------------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                                        14.08%         17.91%
----------------------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares                    9.58%         15.42%
----------------------------------------------------------------------------------------------------------
S&P Global 1200 Consumer Staples Sector Index(3)
   (reflects no deduction for fees, expenses or taxes)                        19.04%         21.40%
----------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Staples Sector Index
   (reflects no deduction for fees, expenses or taxes)                        13.05%         17.08%
----------------------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on October 13, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P Global 1200 Sector Indexes highlight sector characteristics of the
      S&P Global 1200 Index, a global index, that includes approximately 70% of
      the world's capital markets.


16 WisdomTree Trust Prospectus



Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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




-----------------------------------------------------------------------------------------
                                             1 Year     3 Years     5 Years     10 Years
-----------------------------------------------------------------------------------------
                                                                    
                                               $59        $186        $324         $726
-----------------------------------------------------------------------------------------



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




-----------------------------------------------------------------------------------------
                                             1 Year     3 Years     5 Years     10 Years
-----------------------------------------------------------------------------------------
                                                                    
                                               $59        $186        $324         $726
-----------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 17



--------------------------------------------------------------------------------
WisdomTree International Sector Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Energy Sector Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W711

Exchange Trading Symbol:
o DKA
--------------------------------------------------------------------------------


WisdomTree International Energy Sector Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Energy Sector Index. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Energy Sector
Index. The Fund attempts to invest all, or substantially all, of its assets in
the stocks that make up the Index. The Fund generally uses a Representative
Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree International Energy Sector Index measures the performance of
companies in developed markets outside of the U.S. that pay regular cash
dividends on shares of common stock that WisdomTree Investments classifies as
being part of the "International Energy" sector. The Index is derived from the
WisdomTree Dividend Index of Europe, Far East and Australasia ("DEFA Index").
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 included in the WisdomTree DEFA
Index, Japan, Hong Kong, Singapore, Australia, or New Zealand, and must be
listed on a major securities exchange in one of those countries. Companies must
have paid at least $5 million in cash dividends on their common stock in the
annual cycle prior to the most recent Index measurement date and must also
satisfy specified liquidity and other requirements. Companies are weighted in
the Index based on regular cash dividends paid. The Index includes the following
types of companies: oil, gas, energy equipment and energy services. As of June
30, 2008, approximately 67% of the Index consisted of companies with market
capitalizations over $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country or
      region it is more likely to be impacted by events or conditions affecting
      that country or region. For example, political and economic conditions and
      changes in regulatory, tax, or economic policy

18 WisdomTree Trust Prospectus



      in a country could significantly affect the market in that country and in
      surrounding or related countries and have a negative impact on a Fund's
      performance. The Fund generally invests a relatively large percentage of
      its assets in companies organized in the United Kingdom.


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

o     Mid-Capitalization Investing. The Fund invests a relatively large
      percentage of its assets in securities of mid-capitalization companies.
      The securities of mid-capitalization companies may be more vulnerable to
      adverse issuer, market, political, or economic developments than the
      market as a whole or other types of securities. As a result, the Fund may
      be more volatile than funds that invest in larger, more established
      companies.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                              2007
                                             ------
                              Total Return   25.48%


The Fund's year-to-date total return as of June 30, 2008 was 9.52%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)

--------------------------------------------------------------------------------
                                                        Return     Quarter/Year
--------------------------------------------------------------------------------
Highest Return                                          16.81%        2/2007
--------------------------------------------------------------------------------
Lowest Return                                           (0.51)%       4/2007
--------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 19




Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree International Energy Sector Fund                   1 Year    Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                           25.48%          29.87%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                        24.77%          29.23%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares   16.54%          25.10%
-------------------------------------------------------------------------------------------
S&P Global 1200 Energy Sector Index(3)
   (reflects no deduction for fees, expenses or taxes)        30.87%          34.62%
-------------------------------------------------------------------------------------------
WisdomTree International Energy Sector Index
   (reflects no deduction for fees, expenses or taxes)        25.31%          30.12%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on October 13, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P Global 1200 Sector Indexes highlight sector characteristics of the
      S&P Global 1200 Index, a global index, that includes approximately 70% of
      the world's capital markets.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                               1 Year     3 Years     5 Years     10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                 $59        $186        $324        $726
-------------------------------------------------------------------------------------------



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




-------------------------------------------------------------------------------------------
                                               1 Year     3 Years     5 Years     10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                 $59        $186        $324        $726
-------------------------------------------------------------------------------------------


20 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Sector Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Financial Sector Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W695

Exchange Trading Symbol:
o DRF
--------------------------------------------------------------------------------


WisdomTree International Financial Sector Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Financial Sector Index. Since the
Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Financial
Sector Index. The Fund attempts to invest all, or substantially all, of its
assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree International Financial Sector Index measures the performance of
companies in developed markets outside of the U.S. that pay regular cash
dividends on shares of common stock that WisdomTree Investments classifies as
being part of the "International Financial" sector. The Index is derived from
the WisdomTree Dividend Index of Europe, Far East and Australasia ("DEFA
Index"). 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 included in the WisdomTree DEFA
Index, Japan, Hong Kong, Singapore, Australia, or New Zealand, and must be
listed on a major securities exchange in one of those countries. Companies must
have paid at least $5 million in cash dividends on their common stock in the
annual cycle prior to the most recent Index measurement date and must also
satisfy specified liquidity and other requirements. Companies are weighted in
the Index based on regular cash dividends paid. The Index includes the following
types of companies: commercial banks, insurance, financial services, capital
markets and real estate. As of June 30, 2008, approximately 85% of the Index
consisted of companies with market capitalizations over $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country or
      region it is more likely to be impacted by events or conditions affecting
      that country or region. For example, political and economic conditions and
      changes in regulatory, tax, or economic policy

                                                  WisdomTree Trust Prospectus 21



      in a country could significantly affect the market in that country and in
      surrounding or related countries and have a negative impact on a Fund's
      performance. The Fund generally invests a relatively large percentage of
      its assets in companies organized in the United Kingdom.


o     Financial Investing. The Fund invests substantially all of its assets in
      one sector of the market and as such is particularly sensitive to risks to
      the International Financial sector. These risks include but are not
      limited to: interest rate sensitivity, stock market activity, mergers and
      acquisition activity, losses on loans, and government regulation.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                              2007
                                             -----
                              Total Return   1.49%


The Fund's year-to-date total return as of June 30, 2008 was (20.52)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



-------------------------------------------------------------------------------------------
                                                                   Return     Quarter/Year
-------------------------------------------------------------------------------------------
                                                                        
Highest Return                                                      3.91%        2/2007
-------------------------------------------------------------------------------------------
Lowest Return                                                      (4.27)%       4/2007
-------------------------------------------------------------------------------------------


Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree International Financial Sector Fund                 1 Year   Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                            1.49%           7.66%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                         0.44%           6.69%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    0.95%           5.95%
-------------------------------------------------------------------------------------------
S&P Global 1200 Financials Sector Index(3)
   (reflects no deduction for fees, expenses or taxes)        (7.68)%         (2.04)%
-------------------------------------------------------------------------------------------
WisdomTree International Financial Sector Index
   (reflects no deduction for fees, expenses or taxes)         2.15%           8.27%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on October 13, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P Global 1200 Sector Indexes highlight sector characteristics of the
      S&P Global 1200 Index, a global index, that includes approximately 70% of
      the world's capital markets.


22 WisdomTree Trust Prospectus



Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                               1 Year     3 Years     5 Years     10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                 $59        $186        $324        $726
-------------------------------------------------------------------------------------------


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



-------------------------------------------------------------------------------------------
                                               1 Year     3 Years     5 Years     10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                 $59        $186        $324        $726
-------------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 23



--------------------------------------------------------------------------------
WisdomTree International Sector Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Health Care Sector Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W687

Exchange Trading Symbol:
o DBR
--------------------------------------------------------------------------------


WisdomTree International Health Care Sector Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Health Care Sector Index. Since the
Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Health Care
Sector Index. The Fund attempts to invest all, or substantially all, of its
assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree International Health Care Sector Index measures the performance
of companies in developed markets outside of the U.S. that pay regular cash
dividends on shares of common stock that WisdomTree Investments classifies as
being part of the "International Health Care" sector. The Index is derived from
the WisdomTree Dividend Index of Europe, Far East and Australasia ("DEFA
Index"). 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 included in the WisdomTree Europe
Dividend Index, Japan, Hong Kong, Singapore, Australia, or New Zealand, and must
be listed on a major securities exchange in one of those countries. Companies
must have paid at least $5 million in cash dividends on their common stock in
the annual cycle prior to the most recent Index measurement date and must also
satisfy specified liquidity and other requirements. Companies are weighted in
the Index based on regular cash dividends paid. The Index includes the following
types of companies: health care products, health care services, pharmaceuticals,
and biotechnology. As of June 30, 2008, approximately 60% of the Index consisted
of companies with market capitalizations over $10 billion and approximately 30%
of the Index consisted of companies with market capitalizations between $2
billion and $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


24 WisdomTree Trust Prospectus




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

o     Health Care Investing. The Fund invests substantially all of its assets in
      one sector of the market and as such is particularly sensitive to risks to
      the International Health Care sector. These risks include but are not
      limited to: lapsing patent protection, technological developments that
      make drugs obsolete, government regulation, price controls, and approvals
      for drugs.

o     Mid-Capitalization Investing. The Fund invests a relatively large
      percentage of its assets in securities of mid-capitalization companies.
      The securities of mid-capitalization companies may be more vulnerable to
      adverse issuer, market, political, or economic developments than the
      market as a whole or other types of securities. As a result, the Fund may
      be more volatile than funds that invest in larger, more established
      companies.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                     2007
                                     -----
                     Total Return    3.49%


The Fund's year-to-date total return as of June 30, 2008 was (6.87)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)

--------------------------------------------------------------------------------
                                                        Return     Quarter/Year
--------------------------------------------------------------------------------
Highest Return                                           2.73%        3/2007
--------------------------------------------------------------------------------
Lowest Return                                           (2.38)%       4/2007
--------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 25




Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree International Health Care Sector Fund               1 Year   Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                             3.49%          7.49%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                          2.73%          6.83%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares     2.26%          5.99%
-------------------------------------------------------------------------------------------
S&P Global 1200 Health Care Sector Index(3)
   (reflects no deduction for fees, expenses or taxes)          4.42%          4.93%
-------------------------------------------------------------------------------------------
WisdomTree International Health Care Sector Index
   (reflects no deduction for fees, expenses or taxes)          4.02%          7.97%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on October 13, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P Global 1200 Sector Indexes highlight sector characteristics of the
      S&P Global 1200 Index, a global index, that includes approximately 70% of
      the world's capital markets.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses.
      WisdomTree Asset Management receives a fee of up to .0044% in exchange for
      providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $59      $186      $324      $726
-------------------------------------------------------------------------------------------


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



-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $59      $186      $324      $726
-------------------------------------------------------------------------------------------


26 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Sector Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Industrial Sector Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W679

Exchange Trading Symbol:
o DDI
--------------------------------------------------------------------------------


WisdomTree International Industrial Sector Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Industrial Sector Index. Since the
Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Industrial
Sector Index. The Fund attempts to invest all, or substantially all, of its
assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree International Industrial Sector Index measures the performance of
companies in developed markets outside of the U.S. that pay regular cash
dividends on shares of common stock that WisdomTree Investments classifies as
being part of the "International Industrial" sector. The Index is derived from
the WisdomTree Dividend Index of Europe, Far East and Australasia ("DEFA
Index"). 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 included in the WisdomTree DEFA
Index, Japan, Hong Kong, Singapore, Australia, or New Zealand, and must be
listed on a major securities exchange in one of those countries. Companies must
have paid at least $5 million in cash dividends on their common stock in the
annual cycle prior to the most recent Index measurement date and must also
satisfy specified liquidity and other requirements. Companies are weighted in
the Index based on regular cash dividends paid. The Index includes the following
types of companies: machinery, construction and engineering, infrastructure,
metals and mining and building products. As of June 30, 2008, approximately 48%
of the Index consisted of companies with market capitalizations over $10 billion
and approximately 35% of the Index consisted of companies with market
capitalizations between $2 billion and $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


                                                  WisdomTree Trust Prospectus 27



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


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

o     Mid-Capitalization Investing. The Fund invests a relatively large
      percentage of its assets in securities of mid-capitalization companies.
      The securities of mid-capitalization companies may be more vulnerable to
      adverse issuer, market, political, or economic developments than the
      market as a whole or other types of securities. As a result, the Fund may
      be more volatile than funds that invest in larger, more established
      companies.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                       2007
                                      ------
                       Total Return   16.55%


The Fund's year-to-date total return as of June 30, 2008 was (12.07)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)

--------------------------------------------------------------------------------
                                                          Return   Quarter/Year
--------------------------------------------------------------------------------
Highest Return                                            11.43%      2/2007
--------------------------------------------------------------------------------
Lowest Return                                             (3.21)%     4/2007
--------------------------------------------------------------------------------


28 WisdomTree Trust Prospectus




Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree International Industrial Sector Fund                1 Year   Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                            16.55%         24.33%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                         15.94%         23.77%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    10.75%         20.42%
-------------------------------------------------------------------------------------------
S&P Global 1200 Industrials Sector Index(3)
   (reflects no deduction for fees, expenses or taxes)         16.24%         19.10%
-------------------------------------------------------------------------------------------
WisdomTree International Industrial Sector Index
   (reflects no deduction for fees, expenses or taxes)         15.07%         23.15%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on October 13, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P Global 1200 Sector Indexes highlight sector characteristics of the
      S&P Global 1200 Index, a global index, that includes approximately 70% of
      the world's capital markets.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $59      $186      $324      $726
-------------------------------------------------------------------------------------------


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



-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $59      $186      $324      $726
-------------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 29



--------------------------------------------------------------------------------
WisdomTree International Sector Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Technology Sector Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W661

Exchange Trading Symbol:
o DBT
--------------------------------------------------------------------------------


WisdomTree International Technology Sector Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Technology Sector Index. Since the
Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Technology
Sector Index. The Fund attempts to invest all, or substantially all, of its
assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree International Technology Sector Index measures the performance of
companies in developed markets outside of the U.S. that pay regular cash
dividends on shares of common stock that WisdomTree Investments classifies as
being part of the "International Technology" sector. The Index is derived from
the WisdomTree Dividend Index of Europe, Far East and Australasia ("DEFA
Index"). 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 included in the WisdomTree DEFA
Index, Japan, Hong Kong, Singapore, Australia, or New Zealand, and must be
listed on a major securities exchange in one of those countries. Companies must
have paid at least $5 million in cash dividends on their common stock in the
annual cycle prior to the most recent Index measurement date and must also
satisfy specified liquidity and other requirements. Companies are weighted in
the Index based on regular cash dividends paid. The Index includes the following
types of companies: communications, equipment, software, electronic equipment
and instruments, information technology and internet software and services. As
of June 30, 2008, approximately 61% of the Index consisted of companies with
market capitalizations over $10 billion and approximately 21% of the Index
consisted of companies with market capitalizations between $2 billion and $10
billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


30 WisdomTree Trust Prospectus




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

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

o     Mid-Capitalization Investing. The Fund invests a relatively large
      percentage of its assets in securities of mid-capitalization companies.
      The securities of mid-capitalization companies may be more vulnerable to
      adverse issuer, market, political, or economic developments than the
      market as a whole or other types of securities. As a result, the Fund may
      be more volatile than funds that invest in larger, more established
      companies.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                        2007
                                      -------
                       Total Return   (6.13)%


The Fund's year-to-date total return as of June 30, 2008 was (6.10)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)


--------------------------------------------------------------------------------
                                                         Return    Quarter/Year
--------------------------------------------------------------------------------
Highest Return                                             6.67%      2/2007
--------------------------------------------------------------------------------
Lowest Return                                            (10.15)%     4/2007
--------------------------------------------------------------------------------

                                                  WisdomTree Trust Prospectus 31




Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree International Technology Sector Fund                1 Year   Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                           (6.13)%         (0.40)%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                        (6.42)%         (0.68)%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares   (3.99)%         (0.50)%
-------------------------------------------------------------------------------------------
S&P Global 1200 Information Technology Sector Index(3)
   (reflects no deduction for fees, expenses or taxes)        14.06%          14.06%
-------------------------------------------------------------------------------------------
WisdomTree International Technology Sector Index
   (reflects no deduction for fees, expenses or taxes)        (5.38)%          0.33%
-------------------------------------------------------------------------------------------



(1)   The Fund commenced operations on October 13, 2006.


(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P Global 1200 Sector Indexes highlight sector characteristics of the
      S&P Global 1200 Index, a global index, that includes approximately 70% of
      the world's capital markets.


Fees and Expenses

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



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


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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




-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $59      $186      $324      $726
-------------------------------------------------------------------------------------------


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



-------------------------------------------------------------------------------------------
                                                     1 Year   3 Years   5 Years   10 Years
-------------------------------------------------------------------------------------------
                                                                      
                                                       $59      $186      $324      $726
-------------------------------------------------------------------------------------------


32 WisdomTree Trust Prospectus



--------------------------------------------------------------------------------
WisdomTree International Sector Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Utilities Sector Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W653

Exchange Trading Symbol:
o DBU
--------------------------------------------------------------------------------


WisdomTree International Utilities Sector Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Utilities Sector Index. Since the
Fund's investment objective has been adopted as a non-fundamental investment
policy, the Fund's investment objective may be changed without a vote of
shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Utilities
Sector Index. The Fund attempts to invest all, or substantially all, of its
assets in the stocks that make up the Index. The Fund generally uses a
Representative Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree International Utilities Sector Index measures the performance of
companies in developed markets outside of the U.S. that pay regular cash
dividends on shares of common stock that WisdomTree Investments classifies as
being part of the "International Utilities" sector. The Index is derived from
the WisdomTree Dividend Index of Europe, Far East and Australasia ("DEFA
Index"). 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 included in the WisdomTree DEFA
Index, Japan, Hong Kong, Singapore, Australia, or New Zealand, and must be
listed on a major securities exchange in one of those countries. Companies must
have paid at least $5 million in cash dividends on their common stock in the
annual cycle prior to the most recent Index measurement date and must also
satisfy specified liquidity and other requirements. Companies are weighted in
the Index based on regular cash dividends paid. The Index includes the following
types of companies: electric utilities, gas utilities, multi-utilities, power
procedures and energy traders. As of June 30, 2008, approximately 89% of the
Index consisted of companies with market capitalizations over $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.


o     Geographic Concentration Risk. To the extent the Fund invests a
      significant portion of its assets in the securities of a single country or
      region it is more likely to be impacted by events or conditions affecting
      that country or region. For example, political and economic conditions and
      changes in regulatory, tax, or economic policy

                                                  WisdomTree Trust Prospectus 33




      in a country could significantly affect the market in that country and in
      surrounding or related countries and have a negative impact on a Fund's
      performance. The Fund generally invests a relatively large percentage of
      its assets in companies organized in France, Italy or Germany.

o     Utilities Investing. The Fund invests substantially all of its assets in
      one sector of the market and as such is particularly sensitive to risks to
      the International Utilities sector. These risks include but are not
      limited to: changing commodity prices, government regulation stipulating
      rates charged by utilities, interest rate sensitivity, and the cost of
      providing the specific utility service.

Performance Information

The bar chart that follows shows the annual total returns of the Fund for each
full calendar year since the Fund commenced operations. The table that follows
the bar chart shows the Fund's average annual total returns, both before and
after taxes. The bar chart and table provide an indication of the risks of
investing in the Fund by showing the Fund's performance for calendar year 2007
and showing how the Fund's average annual returns compared with its underlying
index and another measure of market performance. All returns assume reinvestment
of dividends and distributions. The Fund's past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the
future.


  [THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL.]

                                     2007
                                     -----
                     Total Return    24.21%


The Fund's year-to-date total return as of June 30, 2008 was (6.20)%.

Best and Worst Quarter Returns (for the period reflected in the bar chart above)



-------------------------------------------------------------------------------------------
                                                                     Return   Quarter/Year
-------------------------------------------------------------------------------------------
                                                                        
Highest Return                                                        7.72%      4/2007
-------------------------------------------------------------------------------------------
Lowest Return                                                         4.13%      3/2007
-------------------------------------------------------------------------------------------


Average Annual Total Returns as of December 31, 2007



-------------------------------------------------------------------------------------------
WisdomTree International Utilities Sector Fund                 1 Year   Since Inception(1)
-------------------------------------------------------------------------------------------
                                                                  
Return before taxes                                            24.21%         33.11%
-------------------------------------------------------------------------------------------
Return after taxes on distributions(2)                         23.87%         32.76%
-------------------------------------------------------------------------------------------
Return after taxes on distributions and sale of Fund shares    15.74%         28.06%
-------------------------------------------------------------------------------------------
S&P Global 1200 Utilities Sector Index(3)
   (reflects no deduction for fees, expenses or taxes)         23.43%         29.99%
-------------------------------------------------------------------------------------------
WisdomTree International Utilites Sector Index
   (reflects no deduction for fees, expenses or taxes)         26.24%         35.24%
-------------------------------------------------------------------------------------------


(1)   The Fund commenced operations on October 13, 2006.

(2)   After-tax returns are calculated using the highest historical individual
      federal marginal income tax rates and do not reflect the impact of state
      and local taxes. Actual after-tax returns depend on your tax situation and
      may differ from those shown and are not relevant if you hold your shares
      through tax-deferred arrangements, such as 401(k) plans or individual
      retirement accounts. In some cases the return after taxes may exceed the
      return before taxes due to an assumed tax benefit from any losses on a
      sale of Fund shares at the end of the measurement period.

(3)   The S&P Global 1200 Sector Indexes highlight sector characteristics of the
      S&P Global 1200 Index, a global index, that includes approximately 70% of
      the world's capital markets.


34 WisdomTree Trust Prospectus



Fees and Expenses

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


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

(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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


--------------------------------------------------------------------------------
                                     1 Year    3 Years    5 Years    10 Years
--------------------------------------------------------------------------------
                                       $59       $186       $324       $726
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                     1 Year    3 Years    5 Years    10 Years
--------------------------------------------------------------------------------
                                       $59       $186       $324       $726
--------------------------------------------------------------------------------

                                                  WisdomTree Trust Prospectus 35



--------------------------------------------------------------------------------
WisdomTree International Sector Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree International
Real Estate Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W331

Exchange Trading Symbol:
o DRW
--------------------------------------------------------------------------------


WisdomTree International Real Estate Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree International Real Estate Index. Since the Fund's
investment objective has been adopted as a non-fundamental investment policy,
the Fund's investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree International Real Estate
Index. The Fund attempts to invest all, or substantially all, of its assets in
the stocks that make up the Index. The Fund generally uses a Representative
Sampling strategy to achieve its investment objective.

Index Description


The WisdomTree International 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 annual cycle prior to the most recent Index
measurement date and must also satisfy specified liquidity and other
requirements. Companies are weighted in the Index based on regular cash
dividends paid. The Index includes the following types of companies: real estate
operating companies; real estate development companies; and diversified real
estate investment trusts ("REITs"). The Index also includes companies that may
be classified as Passive Foreign Investment Companies (PFICs). As of June 30,
2008, approximately 32% of the Index consisted of companies with market
capitalization over $10 billion, 38% of the Index consisted of companies with
market capitalization between $2 billion and $10 billion and 30% of the Index
consisted of companies with market capitalization less than $2 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Investments in Real Estate, REITs and PFICs. The Fund invests
      substantially all of its assets in one sector of the market and as such is
      particularly sensitive to risks to the international real estate market.
      The Fund generally invests a relatively large


36 WisdomTree Trust Prospectus




      percentage of its assets in REITs. Investments in REITs subject the Fund
      to risks associated with the direct ownership of real estate. Market
      conditions or events affecting the overall market for real estate and
      REITs, such as declining property values or rising interest rates, could
      have a negative impact on the Fund's performance. Investments in PFICs may
      decrease the tax efficiency of the Fund.

o     Small- and Mid-Capitalization Investing. The Fund invests a relatively
      large percentage of its assets in securities of small- and
      mid-capitalization companies. As a result, the Fund may be more volatile
      than funds that invest in larger, more established companies. The
      securities of small- and mid-capitalization companies generally trade in
      lower volumes and are subject to greater and more unpredictable price
      changes than larger capitalization stocks or the stock market as a whole.
      Small- and mid-capitalization companies may be particularly sensitive to
      changes in interest rates, borrowing costs and earnings.

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


Performance Information


Although the Fund commenced operations on June 5, 2007, no performance
information is presented for the Fund because it has been in operation for less
than one full calendar year. After the first full calendar year a risk/return
chart and table will be provided. Any past performance of the Fund that will be
shown will not be an indication of future results.


Fees and Expenses

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


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

(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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


                                                  WisdomTree Trust Prospectus 37



--------------------------------------------------------------------------------
                                     1 Year    3 Years    5 Years    10 Years
--------------------------------------------------------------------------------
                                       $59       $186       $324       $726
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                     1 Year    3 Years    5 Years    10 Years
--------------------------------------------------------------------------------
                                       $59       $186       $324       $726
--------------------------------------------------------------------------------

38 WisdomTree Trust Prospectus



Management

Investment Adviser


As investment adviser, WisdomTree Asset Management has overall responsibility
for the general management and administration of the Trust. WisdomTree Asset
Management provides an investment program for each Fund. WisdomTree Asset
Management also arranges for sub-advisory, transfer agency, custody, fund
administration, and all other non-distribution related services necessary for
the Funds to operate.


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


The basis for the Board of Trustees' approval of the Investment Advisory
Agreement is available in the Trust's Annual Report to Shareholders for the
period ended March 31, 2008.


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


--------------------------------------------------------------------------------
Name of Fund                                                     Management Fee
--------------------------------------------------------------------------------
WisdomTree 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%
--------------------------------------------------------------------------------

WisdomTree Asset Management is a registered investment adviser with offices
located at 380 Madison Avenue, 21st floor, New York, NY 10017 and is a leader in
ETF management.


Sub-Adviser


Mellon Capital Management Corporation ("Mellon Capital") serves as sub-adviser
to the Funds. Mellon Capital, a registered investment adviser, is a leading
innovator in the investment industry and manages global quantitative-based
investment strategies for institutional and private investors. Its principal
office is located at 50 Fremont Street, San Francisco, CA 94105. As of June 30,
2008, Mellon Capital had assets under management totaling approximately $204
billion. Mellon Capital is a wholly-owned indirect subsidiary of The Bank of New
York Mellon Corporation, a publicly traded financial holding company. Mellon
Capital chooses each Fund's portfolio investments and places orders to buy and
sell the Funds' portfolio investments. BNY Investment Advisors ("BNYIA")
previously served as sub-adviser to the Funds. In connection with the


                                                  WisdomTree Trust Prospectus 39




recent merger between The Bank of New York Company, Inc. and Mellon Financial
Corporation BNYIA was integrated with its affiliate, Mellon Capital. As part of
the integration, BNYIA transferred, and Mellon Capital assumed, full
responsibility of the Sub-Advisory Agreement between BNYIA and WisdomTree Asset
Management effective July 2008. WisdomTree Asset Management pays Mellon Capital
for providing sub-advisory services to the Funds in accordance with the table
set forth below.

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

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

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

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


Portfolio Managers


Each Fund is managed by Mellon Capital's Equity Index Strategies Portfolio
management team. The individual members of the team responsible for the
day-to-day management of the Funds' portfolios are described below.

Denise Krisko is a Managing Director, Co-Head of the Equity Index Management and
Head of East Coast Equity Index Strategies for Mellon Capital. She was also a
Managing Director of The Bank of New York and Head of Equity Index Strategies
for BNY Investment Advisors since August of 2005. Prior to joining The Bank of
New York, from 2000 to 2004, Ms. Krisko held various senior investment positions
with Deutsche Asset Management and Northern Trust, including quantitative
strategies director, senior portfolio manager and trader. Ms. Krisko has over 15
years of investment experience.

Steven Wetter is a Vice President, Senior Portfolio Manager of Equity Index
Strategies. He obtained his M.B.A. from New York University, Stern School of
Business. Prior to joining The Bank of New York, he worked as portfolio manager
and trader at Bankers Trust and continued in that role as the division was sold
to Deutsche Bank in 1999 and then to Northern Trust in 2003. Mr. Wetter has 20
years of investment experience.

The Trust's Statement of Additional Information ("SAI") provides additional
information about the Portfolio Managers' compensation, other accounts managed
by the Portfolio Managers, and the Portfolio Managers' ownership of shares in
the Funds for which they are Portfolio Managers.

Portfolio Holdings Information

Information about each Fund's daily portfolio holdings is available at
www.wisdomtree.com. In addition, each Fund discloses its complete portfolio
holdings as of the end of its fiscal year (March 31) and its second fiscal
quarter (September 30) in its reports to shareholders. Each Fund files its
complete portfolio holdings as of the end of its first and third fiscal quarters
( June 30 and December 31, respectively) with the SEC on Form N-Q no later than
60 days after the relevant fiscal period. You can find the SEC filings on the
SEC's website, www.sec.gov. A summarized description of the Funds' policies and
procedures with respect to the disclosure of each Fund's portfolio holdings is
available in the Trust's SAI.


Buying and Selling Shares

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

40 WisdomTree Trust Prospectus



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

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

Share Trading Prices

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

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

Determination of Net Asset Value

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

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


When reliable market quotations are not readily available, securities are priced
at their fair value, which is the price a security's owner might reasonably
expect to receive upon its sale. A Fund may also use fair-value pricing if the
value of a security it holds has been materially affected by events occurring
before the Fund's pricing time but after the close of the primary markets or
exchanges on which the security is traded. For example, this may occur with
foreign securities, which may trade on foreign exchanges that close many hours
before the Fund's pricing time. Intervening events might be company-specific
(e.g., earnings report, merger announcement), country-specific (e.g., natural
disaster, economic or political news, act of terrorism, interest rate change),
or global. Intervening events may include price movements in U.S. markets that
are deemed to affect the value of foreign securities. Fair-value pricing also
may be used if, for example, trading in a security is halted and does not resume
before the Fund's pricing time or if a security does not trade in the course of
a day. Since the International Sector 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 Funds' 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.

                                                  WisdomTree Trust Prospectus 41



Dividends and Distributions

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

Book Entry

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

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

Delivery of Shareholder Documents - Householding

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

Frequent Purchases and Redemptions of Fund Shares


The Funds have adopted policies and procedures with respect to frequent
purchases and redemptions of Creation Units of Fund shares. Since the Funds are
ETFs, only a few institutional investors (known as "Authorized Participants")
are authorized to purchase and redeem shares directly with the Funds. Because
purchase and redemption transactions with Authorized Participants are an
essential part of the ETF process and help keep ETF trading prices in line with
NAV, each Fund accommodates frequent purchases and redemptions by Authorized
Participants. Frequent purchases and redemptions for cash may increase index
tracking error and portfolio transaction costs and may lead to realization of
capital gains. Frequent in-kind creations and redemptions do not give rise to
these concerns. Each Fund reserves the right to reject any purchase order at any
time. Each Fund reserves the right to impose restrictions on disruptive,
excessive, or short-term trading and may reject purchase or redemption orders in
such instances.

Investments by Registered Investment Companies


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

42 WisdomTree Trust Prospectus




Taxes

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

Each Fund intends to qualify each year as a regulated investment company. A
regulated investment company is not subject to tax at the fund level on income
and gains from investments that are timely distributed to shareholders. However,
a Fund's failure to qualify as a regulated investment company would result in
fund-level taxation, and consequently, a reduction in income available for
distribution to shareholders.

Unless your investment in shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an individual retirement account, you
need to be aware of the possible tax consequences when:

o     A Fund makes distributions,

o     You sell shares, and

o     You purchase or redeem Creation Units (for institutional investors only)

Taxes on Distributions

For federal income tax purposes, distributions of investment income are
generally taxable as ordinary income. Taxes on distributions of capital gains
(if any) are determined by how long a Fund owned the investments that generated
them, rather than how long you have owned your Fund shares. Distributions of net
capital gains (the excess of net long-term capital gains from the sale of
investments that a Fund owned for more than one year over net short-term capital
losses) that are properly designated by the Fund as capital gain dividends
("Capital Gain Dividends") will be taxable as long-term capital gains. Long-term
capital gain rates have been temporarily reduced - in general, to 15%, with
lower rates applying to taxpayers in the 10% and 15% rate brackets - for taxable
years beginning before January 1, 2011. Distributions of gains from the sale of
investments that a Fund owned for one year or less will be taxable as ordinary
income.

For taxable years beginning before January 1, 2011, distributions of investment
income designated by a Fund as derived from "qualified dividend income" are
taxed to individuals at rates applicable to long-term capital gain, provided
holding period and other requirements are met at both the shareholder and the
Fund level.

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

Dividends, interest and gains received by a Fund with respect to foreign
securities may be subject to withholding and other taxes imposed by foreign
countries, which may reduce amounts available for distribution to you and
returns to you from a Fund. Tax conventions between certain countries and the
United States may, in some cases, reduce or eliminate such taxes. Because more
than 50% of the total assets of each Fund will consist of foreign stocks or
securities, each Fund intends to "pass through" to you certain foreign income
taxes (including withholding taxes) paid by the Fund. This means that you will
be considered to have received as an additional dividend your share of such
foreign taxes, but you may be entitled to either a corresponding tax deduction
or a credit in calculating your federal income tax.

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


                                                  WisdomTree Trust Prospectus 43




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

Taxes When Fund Shares are Sold

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

Taxes on Creation and Redemption of Creation Units

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

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

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

Creation and Redemption

The shares that trade in the secondary market are "created" at NAV. Each Fund
issues and redeems shares only in large blocks of shares, typically 200,000
shares or more ("Creation Units"). Only institutional investors who have entered
into an authorized participant agreement purchase or redeem Creation Units.
Creation Units generally are issued and redeemed in exchange for a specified
basket of securities approximating the holdings of a Fund and a designated
amount of cash. Each business day prior to the opening of trading each Fund
publishes the specific securities and designated amount of cash included in that
day's basket for the Fund through the National Securities Clearing Corporation
("NSCC") or other method of public dissemination. Each Fund reserves the right
to accept or pay out a basket of securities or cash that differs from the
published basket. The prices at which creations and redemptions occur are based
on the next calculation of NAV after an order is received in proper form.

Creations and redemptions must be made by an Authorized Participant or through a
firm that is either a member of the Continuous Net Settlement System of the NSCC
or a DTC participant, and in each case, must have executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and redemption
of Creation Units is included in the Trust's SAI.


44 WisdomTree Trust Prospectus



Authorized Participants and the Continuous Offering of Shares

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

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

Creation and Redemption Transaction Fees for Creation Units


Each Fund may impose a creation transaction fee and a redemption transaction fee
to offset transfer and other transaction costs associated with the issuance and
redemption of Creation Units of shares. The creation and redemption transaction
fees applicable to each Fund are listed below. The standard creation transaction
fee is charged to each purchaser on the day such purchaser creates a Creation
Unit. The standard fee is a single charge and will be the amount indicated below
regardless of the number of Creation Units purchased by an investor on the same
day. Similarly, the standard redemption transaction fee will be the amount
indicated regardless of the number of Creation Units redeemed that day.
Purchasers and redeemers of Creation Units for cash (when cash creations and
redemptions are permitted) will also be subject to an additional variable charge
of up to a maximum of four times the amount shown below under "Maximum
Creation/Redemption Transaction Fee" to offset the transaction cost to the Fund
of buying portfolio securities. In addition, purchasers and redeemers of shares
in Creation Units are responsible for payment of the costs of transferring
securities to or out of a Fund. From time to time, WisdomTree Asset Management
may cover the cost of any transaction fees.

The following table also shows, as of July 1, 2008, the approximate value of one
Creation Unit per Fund, including the standard creation and redemption
transaction fee. These fees are payable only by investors who purchase shares
directly from a Fund. Retail investors who purchase shares through their
brokerage account will not pay these fees.


                                                  WisdomTree Trust Prospectus 45






--------------------------------------------------------------------------------------------------------------------
                                                              Approximate     Standard Creation/   Maximum Creation/
                                                              Value of One       Redemption          Redemption
Name of Fund                                                  Creation Unit    Transaction Fee     Transaction Fee
--------------------------------------------------------------------------------------------------------------------
                                                                                          
WisdomTree International Basic Materials Sector Fund            $7,000,000          $4,000              $ 5,000
--------------------------------------------------------------------------------------------------------------------
WisdomTree International Communications Sector Fund             $6,000,000          $3,250              $ 5,100
--------------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Discretionary
   Sector Fund                                                  $6,000,000          $9,500              $11,500
--------------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Staples
   Sector Fund                                                  $6,000,000          $8,000              $10,500
--------------------------------------------------------------------------------------------------------------------
WisdomTree International Energy Sector Fund                     $7,000,000          $1,250              $ 2,000
--------------------------------------------------------------------------------------------------------------------
WisdomTree International Financial Sector Fund                  $6,000,000          $9,000              $14,000
--------------------------------------------------------------------------------------------------------------------
WisdomTree International Health Care Sector Fund                $5,000,000          $2,250              $ 3,500
--------------------------------------------------------------------------------------------------------------------
WisdomTree International Industrial Sector Fund                 $7,000,000          $9,500              $12,500
--------------------------------------------------------------------------------------------------------------------
WisdomTree International Technology Sector Fund                 $6,000,000          $2,000              $ 2,500
--------------------------------------------------------------------------------------------------------------------
WisdomTree International Utilities Sector Fund                  $6,000,000          $1,500              $ 2,500
--------------------------------------------------------------------------------------------------------------------
WisdomTree International Real Estate Fund                       $5,000,000          $6,500              $10,150
--------------------------------------------------------------------------------------------------------------------



Distribution

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

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

Additional Notices

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

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

WisdomTree Investments, WisdomTree Asset Management and the Funds make no
representation or warranty, express or implied, to the owners of shares of the
Funds or any member of the public regarding the advisability of investing in
securities generally or in the Funds particularly or the ability of the Indexes
to track general stock market performance. WisdomTree

46 WisdomTree Trust Prospectus



Investments is the licensor of certain trademarks, service marks and trade names
of the Funds. WisdomTree Investments has no obligation to take the needs of the
Funds or the owners of shares of the Funds into consideration in determining,
composing, or calculating the Indexes. WisdomTree Investments is not responsible
for and has not participated in the determination of the timing of, prices at,
or quantities of shares of the Funds to be issued or in the determination or
calculation of the equation by which the shares of the Funds are redeemable.

WisdomTree Investments, WisdomTree Asset Management and the Funds do not
guarantee the accuracy, completeness, or performance of any Index or the data
included therein.

Financial Highlights


The financial highlights table is intended to help you understand each Fund's
financial performance since inception. The total return in the table represent
the rate that an investor would have earned (or lost) on an investment in the
respective Fund (assuming reinvestment of all dividends and distributions). This
information has been derived from the financial statements audited by Ernst &
Young LLP, independent registered public accounting firm, whose report, along
with the Funds' financial statements, are included in the Funds' Annual Report,
which is available upon request.


                                                  WisdomTree Trust Prospectus 47



Financial Highlights


WisdomTree International Sector Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



---------------------------------------------------------------------------------------------------------------------
                                                                            For the             For the period
                                                                           Year Ended     October 13, 2006(1) through
WisdomTree International Basic Materials Sector Fund                     March 31, 2008         March 31, 2007
---------------------------------------------------------------------------------------------------------------------
                                                                                    
Net asset value, beginning of period                                       $  32.03               $  25.46
---------------------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                    0.61                   0.25
   Net realized and unrealized gain                                            3.58                   6.32
---------------------------------------------------------------------------------------------------------------------
Total from investment operations                                               4.19                   6.57
---------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                                      (0.26)                    --
   Capital gains                                                              (0.00)(3)                 --
---------------------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                             (0.26)                    --
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                             $  35.96               $  32.03
---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(4)                                                               13.09%                 25.81%
---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                                  $ 93,507               $  6,406
Ratio to average net assets of:
   Expenses, net of expense reimbursements                                     0.58%                  0.58%(5)
   Expenses, prior to expense reimbursements                                   0.58%                  0.88%(5)
   Net investment income                                                       1.62%                  1.89%(5)
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(6)                                                       11%                     0%(7)
---------------------------------------------------------------------------------------------------------------------




---------------------------------------------------------------------------------------------------------------------
                                                                             For the           For the period
                                                                           Year Ended     October 13, 2006(1) through
WisdomTree International Communications Sector Fund                      March 31, 2008         March 31, 2007
---------------------------------------------------------------------------------------------------------------------
                                                                                    
Net asset value, beginning of period                                       $  28.97               $  25.38
---------------------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                    1.17                   0.16
   Net realized and unrealized gain                                            1.13                   3.61
---------------------------------------------------------------------------------------------------------------------
Total from investment operations                                               2.30                   3.77
---------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                                      (0.80)                 (0.18)
   Capital gains                                                              (0.00)(3)              (0.00)(3)
---------------------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                             (0.80)                 (0.18)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                             $  30.47               $  28.97
---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(4)                                                                7.62%                 14.87%
---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                                  $ 30,472               $ 23,174
Ratio to average net assets of:
   Expenses, net of expense reimbursements                                     0.58%                  0.58%(5)
   Expenses, prior to expense reimbursements                                   0.58%                  0.72%(5)
   Net investment income                                                       3.56%                  1.43%(5)
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(6)                                                       19%                     0%(7)
---------------------------------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Amount is less than $0.005.

(4)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed by the investment adviser.

(5)   Annualized.

(6)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.

(7)   Amount represents less than 1%.


48 WisdomTree Trust Prospectus




Financial Highlights

WisdomTree International Sector Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



---------------------------------------------------------------------------------------------------------------------
                                                                             For the            For the period
                                                                           Year Ended     October 13, 2006(1) through
WisdomTree International Consumer Discretionary Sector Fund              March 31, 2008         March 31, 2007
---------------------------------------------------------------------------------------------------------------------
                                                                                    
Net asset value, beginning of period                                       $  30.44               $  25.27
---------------------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                    0.64                   0.15
   Net realized and unrealized gain (loss)                                    (3.89)                  5.06
---------------------------------------------------------------------------------------------------------------------
Total from investment operations                                              (3.25)                  5.21
---------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net Investment Income                                                      (0.63)                 (0.04)
   Capital gains                                                              (0.04)                 (0.00)(3)
---------------------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                             (0.67)                 (0.04)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                             $  26.52               $  30.44
---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(4)                                                              (10.82)%                20.63%
---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                                  $  5,304               $  6,089
Ratio to average net assets of:
   Expenses, net of expense reimbursements                                     0.58%                  0.58%(5)
   Expenses, prior to expense reimbursements                                   0.58%                  0.89%(5)
   Net investment income                                                       2.11%                  1.18%(5)
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(6)                                                       21%                     3%
---------------------------------------------------------------------------------------------------------------------




---------------------------------------------------------------------------------------------------------------------
                                                                             For the           For the period
                                                                           Year Ended     October 13, 2006(1) through
WisdomTree International Consumer Staples Sector Fund                    March 31, 2008        March 31, 2007
---------------------------------------------------------------------------------------------------------------------
                                                                                    
Net asset value, beginning of period                                       $  28.23               $  24.89
---------------------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                    0.66                   0.25
   Net realized and unrealized gain (loss)                                    (0.31)                  3.11
---------------------------------------------------------------------------------------------------------------------
Total from investment operations                                               0.35                   3.36
---------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                                      (0.50)                 (0.02)
   Capital gains                                                              (0.01)                 (0.00)(3)
---------------------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                             (0.51)                 (0.02)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                             $  28.07               $  28.23
---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(4)                                                                1.12%                 13.49%
---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                                  $ 33,689               $ 22,583
Ratio to average net assets of:
   Expenses, net of expense reimbursements                                     0.58%                  0.58%(5)
   Expenses, prior to expense reimbursements                                   0.58%                  0.69%(5)
   Net investment income                                                       2.30%                  2.08%(5)
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(6)                                                        8%                     2%
---------------------------------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Amount is less than $0.005.

(4)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed by the investment adviser.

(5)   Annualized.

(6)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


                                                  WisdomTree Trust Prospectus 49




Financial Highlights

WisdomTree International Sector Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



---------------------------------------------------------------------------------------------------------------------
                                                                             For the            For the period
                                                                           Year Ended     October 13, 2006(1) through
WisdomTree International Energy Sector Fund                              March 31, 2008         March 31, 2007
---------------------------------------------------------------------------------------------------------------------
                                                                                    
Net asset value, beginning of period                                       $  28.55               $  25.44
---------------------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                    0.79                   0.22
   Net realized and unrealized gain                                            3.18                   2.92
---------------------------------------------------------------------------------------------------------------------
Total from investment operations                                               3.97                   3.14
---------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                                      (0.53)                 (0.03)
   Capital gains                                                              (0.01)                    --
---------------------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                             (0.54)                 (0.03)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                             $  31.98               $  28.55
---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(3)                                                               13.84%                 12.36%
---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                                  $ 57,562               $ 22,840
Ratio to average net assets of:
   Expenses, net of expense reimbursements                                     0.58%                  0.58%(4)
   Expenses, prior to expense reimbursements                                   0.58%                  0.69%(4)
   Net investment income                                                       2.43%                  1.82%(4)
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                       13%                     1%
---------------------------------------------------------------------------------------------------------------------




---------------------------------------------------------------------------------------------------------------------
                                                                             For the            For the period
                                                                           Year Ended     October 13, 2006(1) through
WisdomTree International Financial Sector Fund                           March 31, 2008         March 31, 2007
---------------------------------------------------------------------------------------------------------------------
                                                                                    
Net asset value, beginning of period                                       $  27.90               $  25.34
---------------------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                    0.89                   0.19
   Net realized and unrealized gain (loss)                                    (3.70)                  2.42
---------------------------------------------------------------------------------------------------------------------
Total from investment operations                                              (2.81)                  2.61
---------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                                      (0.74)                 (0.05)
   Capital gains                                                              (0.06)                 (0.00)(6)
---------------------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                             (0.80)                 (0.05)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                             $  24.29               $  27.90
---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(3)                                                              (10.29)%                10.32%
---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                                  $ 19,434               $ 22,321
Ratio to average net assets of:
   Expenses, net of expense reimbursements                                     0.58%                  0.58%(4)
   Expenses, prior to expense reimbursements                                   0.58%                  0.86%(4)
   Net investment income                                                       3.24%                  1.98%(4)
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                       15%                     5%
---------------------------------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.

(6)   Amount represents less than $0.005.


50 WisdomTree Trust Prospectus




Financial Highlights

WisdomTree International Sector Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



---------------------------------------------------------------------------------------------------------------------
                                                                            For the            For the period
                                                                           Year Ended     October 13, 2006(1) through
WisdomTree International Health Care Sector Fund                         March 31, 2008        March 31, 2007
---------------------------------------------------------------------------------------------------------------------
                                                                                    
Net asset value, beginning of period                                       $  26.92               $  24.93
---------------------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                    0.82                   0.22
   Net realized and unrealized gain (loss)                                    (2.05)                  1.78
---------------------------------------------------------------------------------------------------------------------
Total from investment operations                                              (1.23)                  2.00
---------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net Investment Income                                                      (0.55)                 (0.01)
   Capital gains                                                              (0.01)                    --
---------------------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                             (0.56)                 (0.01)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                             $  25.13               $  26.92
---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(3)                                                               (4.66)%                 8.03%
---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                                  $ 25,128               $ 21,536
Ratio to average net assets of:
   Expenses, net of expense reimbursements                                     0.58%                  0.58%(4)
   Expenses, prior to expense reimbursements                                   0.58%                  0.69%(4)
   Net investment income                                                       3.05%                  1.81%(4)
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                        4%                     3%
---------------------------------------------------------------------------------------------------------------------




---------------------------------------------------------------------------------------------------------------------
                                                                             For the           For the period
                                                                           Year Ended     October 13, 2006(1) through
WisdomTree International Industrial Sector Fund                          March 31, 2008        March 31, 2007
---------------------------------------------------------------------------------------------------------------------
                                                                                    
Net asset value, beginning of period                                       $  31.14               $  25.39
---------------------------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                    0.64                   0.23
   Net realized and unrealized gain (loss)                                    (1.05)                  5.54
---------------------------------------------------------------------------------------------------------------------
Total from investment operations                                              (0.41)                  5.77
---------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                                      (0.45)                 (0.02)
   Capital gains                                                              (0.03)                 (0.00)(6)
---------------------------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders                             (0.48)                 (0.02)
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                             $  30.25               $  31.14
---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(3)                                                               (1.38)%                22.75%
---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                                  $ 48,402               $ 24,910
Ratio to average net assets of:
   Expenses, net of expense reimbursements                                     0.58%                  0.58%(4)
   Expenses, prior to expense reimbursements                                   0.58%                  0.76%(4)
   Net investment income                                                       1.93%                  1.98%(4)
---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                                       11%                     1%
---------------------------------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.

(6)   Amount is less than $0.005.


                                                  WisdomTree Trust Prospectus 51



Financial Highlights


WisdomTree International Sector Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



----------------------------------------------------------------------------------------------
                                                                         For the period
                                                                         June 5, 2007(1)
                                                                             through
WisdomTree International Real Estate Fund                                March 31, 2008
----------------------------------------------------------------------------------------------
                                                                      
Net asset value, beginning of period                                      $   51.89
----------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                                    1.22
   Net realized and unrealized loss                                           (9.32)
----------------------------------------------------------------------------------------------
Total from investment operations                                              (8.10)
----------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                                      (1.95)
----------------------------------------------------------------------------------------------
Total dividends to shareholders                                               (1.95)
----------------------------------------------------------------------------------------------
Net asset value, end of period                                            $   41.84
----------------------------------------------------------------------------------------------
TOTAL RETURN(4)                                                              (15.90)%
----------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                                 $ 112,962
Ratio to average net assets of:
   Net expenses                                                                0.58%(5)
   Net investment income                                                       3.17%(5)
----------------------------------------------------------------------------------------------
Portfolio turnover rate(6)                                                       15%
----------------------------------------------------------------------------------------------




------------------------------------------------------------------------------------------------
                                                        For the           For the period
                                                      Year Ended     October 13, 2006(1) through
WisdomTree International Technology Sector Fund     March 31, 2008        March 31, 2007
------------------------------------------------------------------------------------------------
                                                               
Net asset value, beginning of period                  $ 26.23               $    25.13
------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                              0.36                     0.11
   Net realized and unrealized gain (loss)              (2.94)                    1.02
------------------------------------------------------------------------------------------------
Total from investment operations                        (2.58)                    1.13
------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                (0.21)                   (0.03)
------------------------------------------------------------------------------------------------
   Capital gains                                        (0.00)(3)                   --
------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders       (0.21)                   (0.03)
------------------------------------------------------------------------------------------------
Net asset value, end of period                        $ 23.44               $    26.23
------------------------------------------------------------------------------------------------
TOTAL RETURN(4)                                         (9.85)%                   4.51%
------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)             $ 9,378               $    5,246
Ratio to average net assets of:
   Expenses, net of expense reimbursements               0.58%                    0.58%(5)
   Expenses, prior to expense reimbursements             0.58%                    0.91%(5)
   Net investment income                                 1.28%                    0.87%(5)
----------------------------------------------------------------------------------------------
Portfolio turnover rate(6)                                 14%                       2%
----------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Amount is less than $0.005.

(4)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed by the investment adviser.

(5)   Annualized.

(6)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


52 WisdomTree Trust Prospectus



Financial Highlights


WisdomTree International Sector Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



------------------------------------------------------------------------------------------------
                                                       For the            For the period
                                                      Year Ended     October 13, 2006(1) through
WisdomTree International Utilities Sector Fund      March 31, 2008        March 31, 2007
------------------------------------------------------------------------------------------------
                                                               
Net asset value, beginning of period                 $  29.71                $  24.96
------------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                              0.55                    0.18
   Net realized and unrealized gain                      2.75                    4.61
------------------------------------------------------------------------------------------------
Total from investment operations                         3.30                    4.79
------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
   Net investment income                                (0.28)                  (0.04)
------------------------------------------------------------------------------------------------
   Capital gains                                        (0.00)(3)                  --
------------------------------------------------------------------------------------------------
Total dividends and distributions to shareholders       (0.28)                  (0.04)
------------------------------------------------------------------------------------------------
Net asset value, end of period                       $  32.73                $  29.71
------------------------------------------------------------------------------------------------
TOTAL RETURN(4)                                         11.05%                  19.18%
------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)            $ 78,561                $ 23,768
Ratio to average net assets of:
   Expenses, net of expense reimbursements               0.58%                   0.58%(5)
   Expenses, prior to expense reimbursements             0.58%                   0.68%(5)
   Net investment income                                 1.62%                   1.38%(5)
------------------------------------------------------------------------------------------------
Portfolio turnover rate(6)                                 13%                      1%
------------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Amount is less than $0.005.

(4)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed by the investment adviser.

(5)   Annualized.

(6)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


                                                  WisdomTree Trust Prospectus 53



Frequency Distribution of Discounts & Premiums (unaudited)


WisdomTree International Sector Funds

The chart below presents information about differences between the per share net
asset value ("NAV") of each Fund and the market trading price of shares of each
Fund. For these purposes, the "market price" is the mid-point of the highest bid
and lowest offer for Fund shares as of the close of trading on the exchange
where Fund shares are listed. The term "premium" is sometimes used to describe a
market price in excess of NAV and the term "discount" is sometimes used to
describe a market price below NAV. The chart presents information about the size
and frequency of premiums or discounts. As with other exchange traded funds, the
market price of Fund shares is typically slightly higher or lower than the
Fund's per share NAV. Factors that contribute to the differences between market
price and NAV include the supply and demand for Fund shares and investors'
assessments of the underlying value of a Fund's portfolio securities.

Differences between the closing times of U.S. and non-U.S. markets may
contribute to differences between the NAV and market price of Fund shares. Many
non-U.S. markets close prior to the close of the U.S. securities exchanges.
Developments after the close of such markets as a result of ongoing price
discovery may be reflected in a Fund's market price but not in its NAV (or vice
versa).



------------------------------------------------------------------------------------------------------------------------------------
                                                                            Market Price Above or Equal to    Market Price Below
                                                                                    Net Asset Value            Net Asset Value
                                                                            ------------------------------  ------------------------
                                                              Basis Point   Number           Percentage of   Number   Percentage of
                                                              Differential  of Days            Total Days    of Days   Total Days
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
WisdomTree International Basic Materials Sector Fund
April 1, 2007 - June 30, 2008                                     0-24.9       38                12.06%         35       11.11%
                                                              ----------------------------------------------------------------------
                                                                 25-49.9       34                10.79%         21        6.67%
                                                              ----------------------------------------------------------------------
                                                                 50-74.9       48                15.24%         21        6.67%
                                                              ----------------------------------------------------------------------
                                                                75-100.0       35                11.11%         15        4.76%
                                                              ----------------------------------------------------------------------
                                                                  >100.0       41                13.02%         27        8.57%
                                                              ----------------------------------------------------------------------
                                                                   Total      196                62.22%        119       37.78%
------------------------------------------------------------------------------------------------------------------------------------
WisdomTree International Communications Sector Fund
April 1, 2007 - June 30, 2008                                     0-24.9       27                 8.57%         23        7.30%
                                                              ----------------------------------------------------------------------
                                                                 25-49.9       36                11.43%         24        7.62%
                                                              ----------------------------------------------------------------------
                                                                 50-74.9       45                14.29%         15        4.76%
                                                              ----------------------------------------------------------------------
                                                                75-100.0       36                11.43%         10        3.17%
                                                              ----------------------------------------------------------------------
                                                                  >100.0       55                17.46%         44       13.97%
                                                              ----------------------------------------------------------------------
                                                                   Total      199                63.17%        116       36.83%
------------------------------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Discretionary Sector Fund
April 1, 2007 - June 30, 2008                                     0-24.9       66                20.95%         45       14.29%
                                                              ----------------------------------------------------------------------
                                                                 25-49.9       46                14.60%         26        8.25%
                                                              ----------------------------------------------------------------------
                                                                 50-74.9       21                 6.67%         23        7.30%
                                                              ----------------------------------------------------------------------
                                                                75-100.0       12                 3.81%         16        5.08%
                                                              ----------------------------------------------------------------------
                                                                  >100.0       26                 8.25%         34       10.79%
                                                              ----------------------------------------------------------------------
                                                                   Total      171                54.29%        144       45.71%
------------------------------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Staples Sector Fund
April 1, 2007 - June 30, 2008                                     0-24.9       39                12.38%         26        8.25%
                                                              ----------------------------------------------------------------------
                                                                 25-49.9       27                 8.57%         18        5.71%
                                                              ----------------------------------------------------------------------
                                                                 50-74.9       45                14.29%         23        7.30%
                                                              ----------------------------------------------------------------------
                                                                75-100.0       30                 9.52%         21        6.67%
                                                              ----------------------------------------------------------------------
                                                                  >100.0       55                17.46%         31        9.84%
                                                              ----------------------------------------------------------------------
                                                                   Total      196                62.22%        119       37.78%
------------------------------------------------------------------------------------------------------------------------------------



54 WisdomTree Trust Prospectus



Frequency Distribution of Discounts & Premiums (unaudited) (concluded)

WisdomTree International Dividend Sector Funds




------------------------------------------------------------------------------------------------------------------------------------
                                                                            Market Price Above or Equal to    Market Price Below
                                                                                    Net Asset Value            Net Asset Value
                                                                            ------------------------------  ------------------------
                                                              Basis Point   Number           Percentage of   Number   Percentage of
                                                              Differential  of Days            Total Days    of Days   Total Days
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
WisdomTree International Energy Sector Fund
April 1, 2007 - June 30, 2008                                     0-24.9       34                10.79%         25        7.94%
                                                              ----------------------------------------------------------------------
                                                                 25-49.9       34                10.79%         20        6.35%
                                                              ----------------------------------------------------------------------
                                                                 50-74.9       27                 8.57%         21        6.67%
                                                              ----------------------------------------------------------------------
                                                                75-100.0       28                 8.89%         12        3.81%
                                                              ----------------------------------------------------------------------
                                                                  >100.0       72                22.86%         42       13.33%
                                                              ----------------------------------------------------------------------
                                                                   Total      195                61.90%        120       38.10%
------------------------------------------------------------------------------------------------------------------------------------
WisdomTree International Financial Sector Fund
April 1, 2007 - June 30, 2008                                     0-24.9       20                 6.35%         20        6.35%
                                                              ----------------------------------------------------------------------
                                                                 25-49.9       25                 7.94%         13        4.13%
                                                              ----------------------------------------------------------------------
                                                                 50-74.9       50                15.87%         20        6.35%
                                                              ----------------------------------------------------------------------
                                                                75-100.0       34                10.79%         18        5.71%
                                                              ----------------------------------------------------------------------
                                                                  >100.0       59                18.73%         56       17.78%
                                                              ----------------------------------------------------------------------
                                                                   Total      188                59.68%        127       40.32%
------------------------------------------------------------------------------------------------------------------------------------
WisdomTree International Health Care Sector Fund
April 1, 2007 - June 30, 2008                                     0-24.9       32                10.16%         15        4.76%
                                                              ----------------------------------------------------------------------
                                                                 25-49.9       44                13.97%         19        6.03%
                                                              ----------------------------------------------------------------------
                                                                 50-74.9       58                18.41%         16        5.08%
                                                              ----------------------------------------------------------------------
                                                                75-100.0       29                 9.21%         19        6.03%
                                                              ----------------------------------------------------------------------
                                                                  >100.0       67                21.27%         16        5.08%
                                                              ----------------------------------------------------------------------
                                                                   Total      230                73.02%         85       26.98%
------------------------------------------------------------------------------------------------------------------------------------
WisdomTree International Industrial Sector Fund
April 1, 2007 - June 30, 2008                                     0-24.9       31                 9.84%         28        8.89%
                                                              ----------------------------------------------------------------------
                                                                 25-49.9       39                12.38%         25        7.94%
                                                              ----------------------------------------------------------------------
                                                                 50-74.9       51                16.19%         16        5.08%
                                                              ----------------------------------------------------------------------
                                                                75-100.0       26                 8.25%         18        5.71%
                                                              ----------------------------------------------------------------------
                                                                  >100.0       42                13.33%         39       12.38%
                                                              ----------------------------------------------------------------------
                                                                   Total      189                60.00%        126       40.00%
------------------------------------------------------------------------------------------------------------------------------------
WisdomTree International Technology Sector Fund
April 1, 2007 - June 30, 2008                                     0-24.9       33                10.48%         27        8.57%
                                                              ----------------------------------------------------------------------
                                                                 25-49.9       43                13.65%         16        5.08%
                                                              ----------------------------------------------------------------------
                                                                 50-74.9       33                10.48%         14        4.44%
                                                              ----------------------------------------------------------------------
                                                                75-100.0       34                10.79%         11        3.49%
                                                              ----------------------------------------------------------------------
                                                                  >100.0       78                24.76%         26        8.25%
                                                              ----------------------------------------------------------------------
                                                                   Total      221                70.16%         94       29.84%
------------------------------------------------------------------------------------------------------------------------------------
WisdomTree International Utilities Sector Fund
April 1, 2007 - June 30, 2008                                     0-24.9       26                 8.25%         28        8.89%
                                                              ----------------------------------------------------------------------
                                                                 25-49.9       39                12.38%         13        4.13%
                                                              ----------------------------------------------------------------------
                                                                 50-74.9       37                11.75%         25        7.94%
                                                              ----------------------------------------------------------------------
                                                                75-100.0       40                12.70%         18        5.71%
                                                              ----------------------------------------------------------------------
                                                                  >100.0       51                16.19%         38       12.06%
                                                              ----------------------------------------------------------------------
                                                                   Total      193                61.27%        122       38.73%
------------------------------------------------------------------------------------------------------------------------------------



                                                  WisdomTree Trust Prospectus 55



Frequency Distribution of Discounts & Premiums (unaudited) (concluded)

WisdomTree International Dividend Sector Funds




------------------------------------------------------------------------------------------------------------------------------------
                                                                            Market Price Above or Equal to    Market Price Below
                                                                                    Net Asset Value            Net Asset Value
                                                                            ------------------------------  ------------------------
                                                              Basis Point   Number           Percentage of   Number   Percentage of
                                                              Differential  of Days            Total Days    of Days   Total Days
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
WisdomTree International Real Estate Fund
June 5, 2007 - June 30, 2008                                      0-24.9       26                 9.59%         22        8.12%
                                                              ----------------------------------------------------------------------
                                                                 25-49.9       31                11.44%         14        5.17%
                                                              ----------------------------------------------------------------------
                                                                 50-74.9       43                15.87%         11        4.06%
                                                              ----------------------------------------------------------------------
                                                                75-100.0       30                11.07%          6        2.21%
                                                              ----------------------------------------------------------------------
                                                                  >100.0       65                23.99%         23        8.49%
                                                              ----------------------------------------------------------------------
                                                                   Total      195                71.96%         76       28.04%
------------------------------------------------------------------------------------------------------------------------------------



56 WisdomTree Trust Prospectus




                     (This page intentionally left blank.)


                                                  WisdomTree Trust Prospectus 57



The Trust's current SAI provides additional detailed information about the
Funds. The Trust has electronically filed the SAI with the SEC. It is
incorporated by reference in this Prospectus.


Additional information about the Funds' investments is available in the Funds'
annual and semi-annual reports to shareholders. In the annual report you will
find a discussion of the market conditions and investment strategies that
significantly affected the Funds' performance during the last fiscal year.

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


--------------------------------------------------------------------------------
   Call:         1-866-909-9473
                 Monday through Friday
                 8:00 a.m. - 8:00 p.m. (Eastern time)
--------------------------------------------------------------------------------
   Write:        WisdomTree Trust
                 c/o ALPS Distributors, Inc.
                 1290 Broadway, Suite 1100
                 Denver, Colorado 80203
--------------------------------------------------------------------------------
   Visit:        www.wisdomtree.com
--------------------------------------------------------------------------------


Information about the Funds (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-942-8090. Reports and other information about the Funds are available on
the EDGAR Database on the SEC's Internet site at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following E-mail address: publicinfo@sec.gov, or by writing the
SEC's Public Reference Section, Washington, D.C. 20549-0102.


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


(C)2008 WisdomTree Trust



WisdomTree Funds are distributed by ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
WisdomTree(R) is a registered mark of WisdomTree Investments, Inc.


INVESTMENT COMPANY ACT FILE NO. 811-21864

[WISDOMTREE LOGO]


WisdomTree Trust
380 Madison Avenue, 21st Floor
New York, NY 10017




      [WISDOMTREE LOGO]

--------------------------------------------------------------------------------
      Equity Funds
--------------------------------------------------------------------------------

                                                                      PROSPECTUS


                                                                   July 29, 2008

--------------------------------------------------------------------------------
      WisdomTree(R) Trust
--------------------------------------------------------------------------------


      WisdomTree

      Earnings Funds

      WisdomTree India Earnings Fund

      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

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

      THE SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT APPROVED OR
      DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
      PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



WisdomTree Trust

WisdomTree Trust (the "Trust") is a registered investment company that consists
of separate investment portfolios called "Funds." Each Fund seeks investment
results that closely correspond to the price and yield performance, before fees
and expenses, of a particular index that defines a specific segment of the U.S.
or Indian stock market. The indexes are created using proprietary methodologies
developed by WisdomTree Investments, Inc. The Funds described in this Prospectus
are listed in the Table of Contents.


Each Fund is an "exchange traded fund." This means that shares of the Funds are
listed on a national securities exchange, such as NYSE Arca, and trade at market
prices. The market price for a Fund's shares may be different from its net asset
value per share ("NAV"). Each Fund has its own CUSIP number and exchange trading
symbol.


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

--------------------------------------------------------------------------------
A NOTE TO RETAIL INVESTORS

Shares can be purchased directly from the issuing Fund only in exchange for a
basket of securities that is expected to be worth several million dollars. Most
individual investors, therefore, will not be able to purchase shares directly
from a Fund. Instead, these investors will purchase shares in the secondary
market through a brokerage account or with the assistance of a broker. Thus,
some of the information contained in this Prospectus - such as information about
purchasing and redeeming shares from a Fund and references to transaction fees
imposed on purchases and redemptions - is not relevant to most individual
investors. Shares purchased or sold through a brokerage account or with the
assistance of a broker may be subject to brokerage commissions and charges.
--------------------------------------------------------------------------------

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



WisdomTree Trust


--------------------------------------------------------------------------------
Table of Contents
--------------------------------------------------------------------------------
Overview                                                                       2
Investment Objective                                                           2
Principal Investment Strategies                                                2
Principal Risk Factors Common to All Funds                                     3

WisdomTree Earnings Funds                                                      6

WisdomTree India Earnings Fund                                                 6
WisdomTree Total Earnings Fund                                                10
WisdomTree Earnings 500 Fund                                                  12
WisdomTree MidCap Earnings Fund                                               14
WisdomTree SmallCap Earnings Fund                                             16
WisdomTree Earnings Top 100 Fund                                              18
WisdomTree Low P/E Fund                                                       20

Management                                                                    22

Investment Adviser                                                            22
Sub-Adviser                                                                   22
Portfolio Managers                                                            23
Portfolio Holdings Information                                                23
Buying and Selling Shares                                                     23
Share Trading Prices                                                          24
Determination of Net Asset Value                                              24
Dividends and Distributions                                                   25
Book Entry                                                                    25
Delivery of Shareholder Documents - Householding                              25
Frequent Purchases and Redemptions of Fund Shares                             25
Investments by Registered Investment Companies                                25
Taxes                                                                         26
Taxes on Distributions                                                        26
Taxes When Fund Shares are Sold                                               27
Taxes on Creation and Redemption of Creation Units                            27
Creation and Redemption                                                       28
Authorized Participants and the Continuous Offering of Shares                 28
Creation and Redemption Transaction Fees for Creation Units                   28
Distribution                                                                  29
Additional Notices                                                            29
Financial Highlights                                                          31
Frequency Distribution of Discounts & Premiums                                35


                                                   WisdomTree Trust Prospectus 1



Overview

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

Each Fund is an exchange-traded fund ("ETF"). ETFs are index funds whose shares
are listed on a stock exchange and traded like equity securities at market
prices. ETFs, such as the Funds, allow you to buy or sell shares that represent
the collective performance of a selected group of securities. ETFs are designed
to add the flexibility, ease and liquidity of stock-trading to the benefits of
traditional index-fund investing.

WisdomTree Asset Management, Inc. ("WisdomTree Asset Management") is the
investment adviser to each Fund. WisdomTree Investments, Inc. ("WisdomTree
Investments") is the parent company of WisdomTree Asset Management.

Investment Objective

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

Principal Investment Strategies

Each Fund tracks a specific stock Index created by WisdomTree Investments that
is designed to measure a specific segment of the market for U.S. or Indian
securities. Each Fund seeks investment returns that closely correspond to the
price and yield performance, before fees and expenses, of its underlying Index.
Common stocks, real estate investment trusts and holding companies are eligible
for inclusion in each Index.

The WisdomTree Indexes are "fundamentally weighted." The Indexes differ from
most traditional indexes in that the proportion, or weighting, of the securities
in each Index is based on a measure of fundamental value. In this case, the
Indexes are weighted based on earnings or earnings yield. Most traditional
indexes and index funds weight their securities by looking simply at the market
capitalization of such securities.


The "Earnings" Indexes weight securities based on either the amount of earnings
of the companies in each Index or the earnings yields of such companies. This
means that securities of companies that have higher earnings or earnings yields
generally will be more heavily weighted in each Earnings Index and Fund. To
determine a company's earnings, each Earnings Index (except the India Earnings
Index) currently uses the concept of "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 India Earnings Index
weights companies 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" for this Index are determined using a company's
reported net income.


Under normal circumstances, at least 95% of a Fund's total assets (exclusive of
collateral held from securities lending) will be invested in the component
securities of its Index. Each Fund will normally invest at least 80% of its net
assets, plus the amount of any borrowings for investment purposes, in the types
of securities suggested by its name. Each Fund generally may invest up to 5% of
its total assets in securities not included in its Index, but which the Fund
believes will help it track its Index. For example, a Fund may invest in
securities that are not components of its Index in order to reflect various
corporate actions and other changes to its Index (such as reconstitutions,
additions and deletions). Under normal circumstances, as long as a Fund invests
at least 95% of its total assets in the securities of its Index, it also may
invest its other assets in cash and cash equivalents, as well as in

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


 *    "WisdomTree" is a registered  mark of WisdomTree  Investments and has been
      licensed  for  use  by  the  Trust.   WisdomTree  Investments  has  patent
      applications  pending on the  methodology and operation of its Indexes and
      the Funds.

**    WisdomTree  Investments  has contracted  with Standard & Poor's ("S&P") to
      calculate each Earnings Index.  S&P shall have no liability for any errors
      or omissions in calculating any Earnings Index.


2 WisdomTree Trust Prospectus



shares of other investment companies, futures contracts, options on futures
contracts, options, and swaps. WisdomTree Asset Management expects that, over
time, the correlation between each Fund's performance and that of its Index,
before fees and expenses, will be 95% or better.

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

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

Principal Risk Factors Common to All Funds


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


Stock Market Risk

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

Investment Style Risk

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

Interest Rate Risk

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

Investment Approach Risk

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

                                                   WisdomTree Trust Prospectus 3



Concentration Risk

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

Financial Sector Risk


The Funds generally invest a relatively large percentage of their assets in
securities of companies in the financial sector and therefore the performance of
the Funds will be impacted by events affecting this sector. This sector can be
significantly affected by changes in interest rates, the rate of corporate and
consumer debt defaulted, price competition, and the availability and cost of
capital.

Non-Diversification Risk


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

Issuer-Specific Risk


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


Non-Correlation Risk

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

Management Risk

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

Market Trading Risk


Although Fund shares are listed on national securities exchanges, there can be
no assurance that an active trading market for Fund shares will develop or be
maintained. If an active market is not maintained, investors may find it
difficult to buy or sell Fund shares. Trading of shares of a Fund on a stock
exchange may be halted if exchange officials deem such action appropriate, if
the Fund is delisted, or if the activation of marketwide "circuit breakers"
halts stock trading generally. If a Fund's shares are delisted, the Fund may
seek to list its shares on another market, merge with another ETF or redeem its
shares at NAV. WisdomTree Asset Management believes that, under normal market
conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.


4 WisdomTree Trust Prospectus



Shares of the Funds May Trade at Prices Other Than NAV

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

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

Lack of Governmental Insurance or Guarantee

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

                                                   WisdomTree Trust Prospectus 5



--------------------------------------------------------------------------------
WisdomTree Earnings Funds
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
WisdomTree India
Earnings Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W422

Exchange Trading Symbol:
o EPI
--------------------------------------------------------------------------------


WisdomTree India Earnings Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree India Earnings Index. The Index measures the
performance of profitable companies incorporated and traded in India that are
eligible to be purchased by foreign investors and that meet specific criteria
developed by WisdomTree Investments. Since the Fund's investment objective has
been adopted as a non-fundamental investment policy, the Fund's investment
objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree India Earnings Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the Index. The Fund makes its investments through a wholly-owned
subsidiary, the WisdomTree India Investment Portfolio, Inc.

Index Description


The WisdomTree India Earnings 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. As of June
30, 2008, approximately 57% of the weight of the Index consisted of securities
with market capitalizations of over $10 billion, approximately 28% of the Index
consisted of securities with market capitalizations between $2 and $10 billion,
and approximately 14% of the Index consisted of companies with market
capitalizations less than $2 billion.


6 WisdomTree Trust Prospectus



Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Emerging Markets Risk. 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.

o     Geographic Concentration Risk (India). Because the Fund invests a
      significant portion of its assets in the securities of companies of a
      single country, it will be impacted by events or conditions affecting that
      country. Political and economic conditions and changes in regulatory, tax,
      or economic policy in India could significantly affect the market in that
      country and in surrounding or related countries and have a negative impact
      on the Fund's performance. The Indian economy may differ favorably or
      unfavorably from the U.S. economy in such respects as the rate of growth
      of gross domestic product, the rate of inflation, capital reinvestment,
      resource self-sufficiency and balance of payments position. Agriculture
      occupies a prominent position in the Indian economy and the Indian economy
      therefore may be negatively affected by adverse weather conditions. The
      Indian government has exercised and continues to exercise significant
      influence over many aspects of the economy, and the number of public
      sector enterprises in India is substantial. Accordingly, Indian government
      actions in the future could have a significant effect on the Indian
      economy.

      The Indian economy has experienced generally sustained growth during the
      last several years. There are no guarantees this will continue. While the
      Indian government has implemented economic structural reforms with the
      objective of liberalizing India's exchange and trade policies, reducing
      the fiscal deficit, controlling inflation, promoting a sound monetary
      policy, reforming the financial sector, and placing greater reliance on
      market mechanisms to direct economic activity, there can be no assurance
      that these policies will continue or that the economic recovery will be
      sustained.


      Religious and border disputes persist in India. In addition, India has
      experienced civil unrest and hostilities with neighboring countries such
      as Pakistan. The Indian government has confronted separatist movements in
      several Indian states. Investment and repatriation restrictions in India
      may impact the ability of the Fund to track its Index. Each of the factors
      described above could have a negative impact on the Fund's performance and
      increase the volatility of the Fund.


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

o     Small and Mid-Capitalization Investing. The Fund invests a relatively
      large percentage of its assets in securities of small- and
      mid-capitalization companies. As a result, the Fund may be more volatile
      than funds that invest in larger, more established companies. The
      securities of small- and mid- capitalization companies generally trade in
      lower volumes and are subject to greater and more unpredictable price
      changes than larger capitalization stocks or the stock market as a whole.
      Small- and mid-capitalization companies may be particularly sensitive to
      changes in interest rates, borrowing costs and earnings.


                                                   WisdomTree Trust Prospectus 7




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

o     Basic Materials Investing. The Fund generally invests a relatively large
      percentage of its assets in the basic materials sector. The basic
      materials sector includes, for example, metals and mining, chemicals and
      forest product companies. The basic materials sector can be significantly
      affected by, among other things: commodity price volatility, demand for
      basic materials, world economic growth, and depletion of natural
      resources.

o     Technology Investing. The Fund generally invests a relatively large
      percentage of its assets in the technology sector. The technology sector
      can be significantly affected by, among other things, worldwide economic
      growth, supply and demand for specific products and services, rapid
      technological development and government intervention.

o     Cash Redemption Risk. Unlike most ETFs, the WisdomTree India Earnings Fund
      does not generally make in-kind redemptions because restrictions on
      in-kind transactions in India prevent the Fund from using this approach.
      The Fund may be required to sell portfolio securities in order to obtain
      the cash needed to distribute redemption proceeds. This may cause the Fund
      to recognize a capital gain it might not have recognized if it had made a
      redemption in-kind. As a result, the Fund may pay out higher annual
      capital gain distributions than if the in-kind redemption process was
      used.


Performance Information


Although the Fund commenced operations on February 22, 2008, no performance
information is presented for the Fund because it has been in operation for less
than one full calendar year. After the first full calendar year, a risk/return
chart and table will be provided. Any past performance of the Fund that will be
shown will not be an indication of future results.

Fees and Expenses

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

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

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

(b)   WisdomTree Asset Management has agreed to limit Total Expenses to 0.88%
      through March 31, 2009.


8 WisdomTree Trust Prospectus




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

--------------------------------------------------------------------------------
                                                               1 Year   3 Years
--------------------------------------------------------------------------------
                                                                 $90      $281
--------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------
                                                               1 Year   3 Years
--------------------------------------------------------------------------------
                                                                 $90      $281
--------------------------------------------------------------------------------


                                                   WisdomTree Trust Prospectus 9



--------------------------------------------------------------------------------
WisdomTree Earnings Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree Total
Earnings Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W596

Exchange Trading Symbol:
o EXT
--------------------------------------------------------------------------------

WisdomTree Total Earnings Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Earnings Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Earnings Index. The Fund
attempts to invest all, or substantially all, of its assets in the stocks that
make up the Index. The Fund generally uses a Representative Sampling strategy to
achieve its investment objective.

Index Description


The WisdomTree 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 Market, or NASDAQ Global Market
("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 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
large-capitalization, mid-capitalization and small-capitalization securities and
is, in this sense, an earnings-weighted index for the total U.S. market. As of
June 30, 2008, approximately 75% of the capitalization of the Index consisted of
companies with market capitalizations over $10 billion.

Primary Investment Risks

You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risk. As with all potential risks, this could decrease the value of
your investment.


10 WisdomTree Trust Prospectus




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


Performance Information

Although the Fund commenced operations on February 23, 2007, no performance
information is presented for the Fund because it has been in operation for less
than one full calendar year. After the first full calendar year, a risk/return
chart and table will be provided. Any past performance of the Fund that will be
shown will not be an indication of future results.

Fees and Expenses

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


--------------------------------------------------------------------------------
Shareholder Fees
(fees paid directly from your investment, but see the Creation
Transaction Fees and Redemption Transaction Fees section below)          None
--------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
--------------------------------------------------------------------------------
   Management Fees                                                       0.28%
--------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                              None
--------------------------------------------------------------------------------
   Other Expenses(a)                                                     0.00%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                     0.28%
--------------------------------------------------------------------------------

(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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


--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                            $29      $90       $157      $356
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                            $29      $90       $157      $356
--------------------------------------------------------------------------------

                                                  WisdomTree Trust Prospectus 11



--------------------------------------------------------------------------------
WisdomTree Earnings Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree Earnings
500 Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W588

Exchange Trading Symbol:
o EPS
--------------------------------------------------------------------------------

WisdomTree Earnings 500 Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Earnings 500 Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Earnings 500 Index. The Fund
attempts to invest all, or substantially all, of its assets in the stocks that
make up the Index. The Fund generally uses a Representative Sampling strategy to
achieve its investment objective.

Index Description


The WisdomTree 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. As of June 30, 2008, approximately 88% of the capitalization of the
Index consisted of companies with market capitalizations over $10 billion.

Primary Investment Risks

You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risk. As with all potential risks, this could decrease the value of
your Fund investment.

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


12 WisdomTree Trust Prospectus



Performance Information

Although the Fund commenced operations on February 23, 2007, no performance
information is presented for the Fund because it has been in operation for less
than one full calendar year. After the first full calendar year, a risk/return
chart and table will be provided. Any past performance of the Fund that will be
shown will not be an indication of future results.

Fees and Expenses

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


--------------------------------------------------------------------------------
Shareholder Fees
(fees paid directly from your investment, but see the Creation
Transaction Fees and Redemption Transaction Fees section below)         None
--------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
--------------------------------------------------------------------------------
   Management Fees                                                       0.28%
--------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                              None
--------------------------------------------------------------------------------
   Other Expenses(a)                                                     0.00%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                     0.28%
--------------------------------------------------------------------------------

(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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


--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                            $29      $90       $157      $356
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                            $29      $90       $157      $356
--------------------------------------------------------------------------------

                                                  WisdomTree Trust Prospectus 13



--------------------------------------------------------------------------------
WisdomTree Earnings Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree MidCap
Earnings Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W570

Exchange Trading Symbol:
o EZM
--------------------------------------------------------------------------------

WisdomTree MidCap Earnings Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree MidCap Earnings Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree MidCap Earnings Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.

Index Description


The WisdomTree 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.
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, income and activities that reflect
the actual profitability of a company's ongoing operations. The Index includes
primarily mid-capitalization securities. As of June 30, 2008, approximately 65%
of the capitalization of the Index consisted of companies with market
capitalizations between $2 billion and $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Small- and Mid-Capitalization Investing. The Fund invests primarily in
      securities of small- and mid-capitalization companies. As a result, the
      Fund may be more volatile than funds that invest in larger, more
      established companies. The securities of small- and mid-capitalization
      companies generally trade in lower volumes and are subject to greater and
      more unpredictable price changes than larger


14 WisdomTree Trust Prospectus




      capitalization stocks or the stock market as a whole. Small- and
      mid-capitalization companies may be particularly sensitive to changes in
      interest rates, borrowing costs and earnings.

o     Consumer Discretionary Investing. The Fund generally invests a relatively
      large percentage of its assets in the consumer discretionary sector. This
      sector consists of, for example, automobile, media and retail companies.
      The consumer discretionary sector of the economy can be significantly
      affected by, among other things, economic growth, worldwide demand and
      consumers' disposable income levels and propensity to spend.

o     Industrial Investing. The Fund generally invests a relatively large
      percentage of its assets in the industrial sector. The industrial sector
      can be significantly affected by, among other things: economic growth,
      supply and demand for specific products and services, rapid technological
      prices, and government regulation.


Performance Information

Although the Fund commenced operations on February 23, 2007, no performance
information is presented for the Fund because it has been in operation for less
than one full calendar year. After the first full calendar year, a risk/return
chart and table will be provided. Any past performance of the Fund that will be
shown will not be an indication of future results.

Fees and Expenses

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


--------------------------------------------------------------------------------
Shareholder Fees
(fees paid directly from your investment, but see the Creation
Transaction Fees and Redemption Transaction Fees section below)          None
--------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
--------------------------------------------------------------------------------
   Management Fees                                                       0.38%
--------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                              None
--------------------------------------------------------------------------------
   Other Expenses(a)                                                     0.00%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                     0.38%
--------------------------------------------------------------------------------

(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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


--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                            $39     $122       $213      $480
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                          1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------
                                            $39     $122       $213      $480
--------------------------------------------------------------------------------

                                                  WisdomTree Trust Prospectus 15



--------------------------------------------------------------------------------
WisdomTree Earnings Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree SmallCap
Earnings Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W562

Exchange Trading Symbol:
o EES
--------------------------------------------------------------------------------

WisdomTree SmallCap Earnings Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree SmallCap Earnings Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree SmallCap Earnings Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.

Index Description


The WisdomTree 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. As of June 30, 2008, approximately
99% of the capitalization of the Index consisted of companies with market
capitalizations less than $2 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risks. As with all potential risks, this could decrease the value of
your Fund investment.

o     Small-Capitalization Investing. The Fund invests primarily in securities
      of small-capitalization companies. As a result, the Fund may be more
      volatile than funds that invest in larger, more established companies. The
      securities of small-capitalization companies generally trade in lower
      volumes and are subject to greater and more unpredictable price changes
      than larger capitalization stocks or the stock market as a whole.
      Small-capitalization companies may be particularly sensitive to changes in
      interest rates, borrowing costs and earnings.


16 WisdomTree Trust Prospectus




o     Industrial Investing. The Fund generally invests a relatively large
      percentage of its assets in the industrial sector. The industrial sector
      can be significantly affected by, among other things: economic growth,
      supply and demand for specific products and services, rapid technological
      prices, and government regulation.

o     Consumer Discretionary Investing. The Fund generally invests a relatively
      large percentage of its assets in the consumer discretionary sector. The
      consumer discretionary sector includes, for example, automobile, retail
      and media companies. The consumer discretionary sector can be
      significantly affected by, among other things, economic growth, worldwide
      demand and consumers' disposable income levels and propensity to spend.


Performance Information

Although the Fund commenced operations on February 23, 2007, no performance
information is presented for the Fund because it has been in operation for less
than one full calendar year. After the first full calendar year, a risk/return
chart and table will be provided. Any past performance of the Fund that will be
shown will not be an indication of future results.

Fees and Expenses

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



---------------------------------------------------------------------------------------
                                                                               
Shareholder Fees                                                                  None
(fees paid directly from your investment, but see the Creation Transaction Fees
and Redemption Transaction Fees section below)
---------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
---------------------------------------------------------------------------------------
   Management Fees                                                                0.38%
---------------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                                       None
---------------------------------------------------------------------------------------
   Other Expenses(a)                                                              0.00%
---------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                              0.38%
---------------------------------------------------------------------------------------


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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




--------------------------------------------------------------------------------------
                                                 1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------------
                                                                  
                                                  $39      $122       $213      $480
--------------------------------------------------------------------------------------


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



--------------------------------------------------------------------------------------
                                                 1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------------
                                                                  
                                                  $39      $122       $213      $480
--------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 17



--------------------------------------------------------------------------------
WisdomTree Earnings Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree Earnings
Top 100 Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W554

Exchange Trading Symbol:
o EEZ
--------------------------------------------------------------------------------

WisdomTree Earnings Top 100 Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Earnings Top 100 Index. Since the Fund's investment
objective has been adopted as a non-fundamental investment policy, the Fund's
investment objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Earnings Top 100 Index. The
Fund attempts to invest all, or substantially all, of its assets in the stocks
that make up the Index. The Fund generally uses a Representative Sampling
strategy to achieve its investment objective.

Index Description


The WisdomTree 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 as of the Index measurement date. Unlike the other Earnings
Indexes, which weight companies based on aggregate earnings, the Earnings Top
100 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
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. As of June 30, 2008, approximately
86% of the capitalization of the Index consisted of companies with market
capitalizations over $10 billion.

Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risk. As with all potential risks, this could decrease the value of
your investment.

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


18 WisdomTree Trust Prospectus



Performance Information

Although the Fund commenced operations on February 23, 2007, no performance
information is presented for the Fund because it has been in operation for less
than one full calendar year. After the first full calendar year, a risk/return
chart and table will be provided. Any past performance of the Fund that will be
shown will not be an indication of future results.

Fees and Expenses

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



---------------------------------------------------------------------------------------
                                                                               
Shareholder Fees                                                                  None
(fees paid directly from your investment, but see the Creation
Transaction Fees and Redemption Transaction Fees section below)
---------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
---------------------------------------------------------------------------------------
   Management Fees                                                                0.38%
---------------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                                       None
---------------------------------------------------------------------------------------
   Other Expenses(a)                                                              0.00%
---------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                              0.38%
---------------------------------------------------------------------------------------


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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




--------------------------------------------------------------------------------------
                                                 1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------------
                                                                  
                                                  $39      $122      $213       $480
--------------------------------------------------------------------------------------


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



--------------------------------------------------------------------------------------
                                                 1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------------
                                                                  
                                                  $39      $122       $213      $480
--------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 19



--------------------------------------------------------------------------------
WisdomTree Earnings Funds
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
WisdomTree
Low P/E Fund

Fund Facts
--------------------------------------------------------------------------------

Cusip Number:
o 97717W547

Exchange Trading Symbol:
o EZY
--------------------------------------------------------------------------------

WisdomTree Low P/E Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Low P/E Index. Since the Fund's investment objective
has been adopted as a non-fundamental investment policy, the Fund's investment
objective may be changed without a vote of shareholders.

Primary Investment Strategies

The Fund employs a "passive management" - or indexing - investment approach
designed to track the performance of the WisdomTree Low P/E Index. The Fund
attempts to invest all, or substantially all, of its assets in the stocks that
make up the Index. The Fund generally uses a Representative Sampling strategy to
achieve its investment objective.

Index Description


The WisdomTree Low P/E Index is a fundamentally weighted index that measures the
performance of companies with the lowest price to earnings, or "P/E", ratios
within the WisdomTree Earnings Index. The starting point for the calculation of
the WisdomTree Low P/E Index is the WisdomTree Earnings Index. Companies in the
Earnings Index with market capitalizations of at least $200 million as of the
Index measurement date are ranked by their respective P/E ratios. Those
companies with the lowest P/E ratios are ranked highest. The top 30% of these
companies are included in the low P/E 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 large-capitalization
securities. As of June 30, 2008, approximately 73% of the Index consisted of
companies with market capitalizations over $10 billion.


Primary Investment Risks


You can lose money on your investment in the Fund. For information about the
risks of investing in the Fund, see the section herein entitled "Principal Risk
Factors Common to All Funds." In addition, the Fund is subject to the following
potential risk. As with all potential risks, this could decrease the value of
your Fund investment.


20 WisdomTree Trust Prospectus



o     Energy Investing. The Fund generally invests a relatively large percentage
      of its assets in the Energy sector. Energy sector risks include but are
      not limited to: slowdowns in economic growth, worldwide demand, political
      instability in the Middle East, and volatile oil prices.

Performance Information

Although the Fund commenced operations on February 23, 2007, no performance
information is presented for the Fund because it has been in operation for less
than one full calendar year. After the first full calendar year, a risk/return
chart and table will be provided. Any past performance of the Fund that will be
shown will not be an indication of future results.

Fees and Expenses

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



---------------------------------------------------------------------------------------
                                                                               
Shareholder Fees                                                                  None
(fees paid directly from your investment, but see the Creation
Transaction Fees and Redemption Transaction Fees section below)
---------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
---------------------------------------------------------------------------------------
   Management Fees                                                                0.38%
---------------------------------------------------------------------------------------
   Distribution and/or Service (12b-1) Fees                                       None
---------------------------------------------------------------------------------------
   Other Expenses(a)                                                              0.00%
---------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                              0.38%
---------------------------------------------------------------------------------------


(a)   WisdomTree Asset Management has agreed to pay all operating expenses of
      the Fund, except interest expenses and taxes, any brokerage expenses,
      future distribution fees or expenses, and extraordinary expenses through
      July 31, 2009. WisdomTree Asset Management receives a fee of up to .0044%
      in exchange for providing certain non-advisory services to the Fund.

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




--------------------------------------------------------------------------------------
                                                 1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------------
                                                                  
                                                   $39     $122       $213      $480
--------------------------------------------------------------------------------------


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



--------------------------------------------------------------------------------------
                                                 1 Year   3 Years   5 Years   10 Years
--------------------------------------------------------------------------------------
                                                                  
                                                  $39      $122       $213      $480
--------------------------------------------------------------------------------------


                                                  WisdomTree Trust Prospectus 21



Management

Investment Adviser


As investment adviser, WisdomTree Asset Management has overall responsibility
for the general management and administration of the Trust. WisdomTree Asset
Management provides an investment program for each Fund. WisdomTree Asset
Management also arranges for sub-advisory, transfer agency, custody, fund
administration, and all other non-distribution related services necessary for
the Funds to operate.

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

The basis for the Board of Trustees' approval of the Investment Advisory
Agreements is available in the Trust's Annual Report to Shareholders for the
period ended March 31, 2008.


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

--------------------------------------------------------------------------------
Name of Fund                                                     Management Fee
--------------------------------------------------------------------------------
WisdomTree India Earnings Fund                                        0.68%
--------------------------------------------------------------------------------
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 Asset Management is a registered investment adviser with offices
located at 380 Madison Avenue, 21st Floor, New York, NY 10017 and is a leader in
ETF management.

Sub-Adviser

Mellon Capital Management Corporation ("Mellon Capital") serves as sub-adviser
to the Funds. Mellon Capital, a registered investment adviser, is a leading
innovator in the investment industry and manages global quantitative-based
investment strategies for institutional and private investors. Its principal
office is located at 50 Fremont Street, San Francisco, CA 94105. As of June 30,
2008, Mellon Capital had assets under management totaling approximately $204
billion. Mellon Capital is a wholly-owned indirect subsidiary of The Bank of New
York Mellon Corporation, a publicly traded financial holding company. Mellon
Capital chooses each Fund's portfolio investments and places orders to buy and
sell the Funds' portfolio investments. BNY Investment Advisors ("BNYIA")
previously served as sub-adviser to the Funds. In connection with the recent
merger between The Bank of New York Company, Inc. and Mellon Financial
Corporation BNYIA was integrated with its affiliate, Mellon Capital. As part of


22 WisdomTree Trust Prospectus




the integration, BNYIA transferred, and Mellon Capital assumed full
responsibility of, the Sub-Advisory Agreement between BNYIA and WisdomTree Asset
Management effective July 2008. WisdomTree Asset Management pays Mellon Capital
for providing sub-advisory services to the Funds in accordance with the table
set forth below.

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

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

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

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

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

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

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

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

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

Portfolio Managers

Each Fund is managed by Mellon Capital's Equity Index Strategies Portfolio
management team. The individual members of the team responsible for the
day-to-day management of the Funds' portfolios are listed below.

Denise Krisko is a Managing Director, Co-Head of the Equity Index Management and
Head of East Coast Equity Index Strategies for Mellon Capital. She was also a
Managing Director of The Bank of New York and Head of Equity Index Strategies
for BNY Investment Advisors since August of 2005. Prior to joining The Bank of
New York, from 2000 to 2004, Ms. Krisko held various senior investment positions
with Deutsche Asset Management and Northern Trust, including quantitative
strategies director, senior portfolio manager and trader. Ms. Krisko has over 15
years of investment experience.

Steven Wetter is a Vice President, Senior Portfolio Manager of Equity Index
Strategies. He obtained his M.B.A. from New York University, Stern School of
Business. Prior to joining The Bank of New York, he worked as portfolio manager
and trader at Bankers Trust and continued in that role after the division was
sold to Deutsche Bank in 1999 and then to Northern Trust in 2003. Mr. Wetter has
20 years of investment experience.

The Trust's Statement of Additional Information ("SAI") provides additional
information about the Portfolio Managers' compensation, other accounts managed
by the Portfolio Managers, and the Portfolio Managers' ownership of shares in
the Funds for which they are Portfolio Managers.

Portfolio Holdings Information

Information about each Fund's daily portfolio holdings is available at
www.wisdomtree.com. In addition, each Fund discloses its complete portfolio
holdings as of the end of its fiscal year (March 31) and its second fiscal
quarter (September 30) in its reports to shareholders. Each Fund files its
complete portfolio holdings as of the end of its first and third fiscal quarters
(June 30 and December 31, respectively) with the SEC on Form N-Q no later than
60 days after the relevant fiscal period. You can find the SEC filings on the
SEC's website, www.sec.gov. A summarized description of the Funds' policies and
procedures with respect to the disclosure of each Fund's portfolio holdings is
available in the Trust's SAI.


                                                  WisdomTree Trust Prospectus 23



Buying and Selling Shares

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

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

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

Share Trading Prices

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

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

Determination of Net Asset Value

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

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


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

24 WisdomTree Trust Prospectus



Dividends and Distributions

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

Book Entry

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

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

Delivery of Shareholder Documents - Householding

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

Frequent Purchases and Redemptions of Fund Shares


The Funds have adopted policies and procedures with respect to frequent
purchases and redemptions of Creation Units of Fund shares. Since the Funds are
ETFs, only a few institutional investors (known as "Authorized Participants")
are authorized to purchase and redeem shares directly with the Funds. Because
purchase and redemption transactions with Authorized Participants are an
essential part of the ETF process and help keep ETF trading prices in line with
NAV, each Fund accommodates frequent purchases and redemptions by Authorized
Participants. Frequent purchases and redemptions for cash may increase index
tracking error and portfolio transaction costs and may lead to realization of
capital gains. Frequent in-kind creations and redemptions do not give rise to
these concerns. Each Fund reserves the right, to reject any purchase order at
any time. Each Fund reserves the right to impose restrictions on disruptive,
excessive, or short-term trading and may reject purchase or redemption orders in
such instances.

Investments by Registered Investment Companies

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


                                                  WisdomTree Trust Prospectus 25




Taxes

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

Each Fund intends to qualify each year as a regulated investment company. A
regulated investment company is not subject to tax at the fund level on income
and gains from investments that are timely distributed to shareholders. However,
a Fund's failure to qualify as a regulated investment company would result in
fund-level taxation, and consequently, a reduction in income available for
distribution to shareholders.

Unless your investment in shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an individual retirement account, you
need to be aware of the possible tax consequences when:

      o     A Fund makes distributions,

      o     You sell shares, and

      o     You purchase or redeem Creation Units (for institutional investors
            only)

Taxes on Distributions

For federal income tax purposes, distributions of investment income are
generally taxable as ordinary income. Taxes on distributions of capital gains
(if any) are determined by how long a Fund owned the investments that generated
them, rather than how long you have owned your Fund shares. Distributions of net
capital gains (the excess of net long-term capital gains from the sale of
investments that a Fund owned for more than one year over net short-term capital
losses) that are properly designated by the Fund as capital gain dividends
("Capital Gain Dividends") will be taxable as long-term capital gains. Long-term
capital gain rates have been temporarily reduced - in general, to 15%, with
lower rates applying to taxpayers in the 10% and 15% rate brackets - for taxable
years beginning before January 1, 2011. Distributions of gains from the sale of
investments that a Fund owned for one year or less will be taxable as ordinary
income.

For taxable years beginning before January 1, 2011, distributions of investment
income designated by a Fund as derived from "qualified dividend income" are
taxed to individuals at rates applicable to long-term capital gain, provided
holding period and other requirements are met at both the shareholder and the
Fund level.

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

Dividends, interest and gains received by a Fund with respect to foreign
securities may be subject to withholding and other taxes imposed by foreign
countries, which may reduce amounts available for distribution to you and
returns to you from a Fund. Tax conventions between certain countries and the
United States may, in some cases, reduce or eliminate such taxes. Because more
than 50% of the total assets of the WisdomTree India Earnings Fund will consist
of foreign stocks or securities, the Wisdom Tree India Earnings Fund intends to
"pass through" to you certain foreign income taxes (including withholding taxes)
paid by the Fund. This means that you will be considered to have received as an
additional dividend your share of such foreign taxes, but you may be entitled to
either a corresponding tax deduction or a credit in calculating your federal
income tax.

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


26 WisdomTree Trust Prospectus




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

Taxes When Fund Shares are Sold

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

Taxes on Creation and Redemption of Creation Units

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

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

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


Taxes on WisdomTree India Earnings Fund


The WisdomTree India Earnings Fund operates through the WisdomTree India
Investment Portfolio, Inc., a wholly-owned subsidiary in the Republic of
Mauritius, in order to take advantage of favorable tax treatment by the Indian
government pursuant to a taxation treaty between India and Mauritius. The
Portfolio is advised by WisdomTree Asset Management, and is sub-advised by
Mellon Capital. The Supreme Court of India upheld the validity of this tax
treaty in response to a lower court challenge contesting the treaty's
applicability to entities such as WisdomTree India Earnings Fund. No assurance
can be given that the terms of the Treaty will not be subject to re-negotiation
in the future or subject to a different interpretation. Any change in the
provision of this treaty or in its applicability to WisdomTree India Earnings
Fund could result in the imposition of withholding and other taxes on the Fund
by tax authorities in India. This would reduce the return to the Fund on its
investments and the return received by WisdomTree India Earnings Fund
shareholders.


                                                  WisdomTree Trust Prospectus 27



Creation and Redemption


The shares that trade in the secondary market are "created" at NAV. Each Fund
issues and redeems shares only in large blocks of shares, typically 50,000
shares or more ("Creation Units"). Only institutional investors who have entered
into an authorized participant agreement purchase or redeem Creation Units.
Creation Units generally are issued and redeemed in exchange for a specified
basket of securities approximating the holdings of a Fund and a designated
amount of cash. Each business day prior to the opening of trading each Fund
publishes the specific securities and designated amount of cash included in that
day's basket for the Fund through the National Securities Clearing Corporation
("NSCC") or other method of public dissemination. Each Fund reserves the right
to accept or pay out a basket of securities or cash that differs from the
published basket. The India Earnings Fund intends to issue and redeem Creation
Units solely for cash. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in proper form.

Creations and redemptions must be made by an Authorized Participant or through a
firm that is either a member of the Continuous Net Settlement System of the NSCC
or a DTC participant, and in each case, must have executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and redemption
of Creation Units is included in the Trust's SAI.


Authorized Participants and the Continuous Offering of Shares

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

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

Creation and Redemption Transaction Fees for Creation Units


Each Fund may impose a creation transaction fee and a redemption transaction fee
to offset transfer and other transaction costs associated with the issuance and
redemption of Creation Units of shares. The creation and redemption transaction
fees applicable to each Fund are listed below. The standard creation transaction
fee is charged to each purchaser on the day such purchaser creates a Creation
Unit. The standard fee is a single charge and will be the amount indicated below
regardless of the number of Creation Units purchased by an investor on the same
day. Similarly, the standard redemption transaction fee will be the amount
indicated regardless of the number of Creation Units redeemed that day.
Purchasers and redeemers of Creation Units of a Fund for cash (other than the
Middle East Dividend Fund) will also be subject to an additional variable charge
of up to a maximum of four times the amount shown below under "Maximum
Creation/Redemption Transaction Fee" to offset the transaction cost to the Fund
of buying portfolio securities. In addition, purchasers and redeemers of shares
in Creation Units are responsible for payment of the costs of transferring
securities to or out of a Fund. From time to time, WisdomTree Asset Management
may cover the cost of any transaction fees.


28 WisdomTree Trust Prospectus




The following table also shows, as of July 1, 2008, the approximate value of one
Creation Unit per Fund, including the standard creation and redemption
transaction fee. These fees are payable only by investors who purchase shares
directly from a Fund. Retail investors who purchase shares through their
brokerage account will not pay these fees.




---------------------------------------------------------------------------------------------
                                       Approximate    Standard Creation/   Maximum Creation/
                                       Value of One       Redemption          Redemption
Name of Fund                          Creation Unit     Transaction Fee     Transaction Fee
---------------------------------------------------------------------------------------------
                                                                  
WisdomTree Earnings Funds
---------------------------------------------------------------------------------------------
WisdomTree India Earnings Fund         $ 5,000,000         $ 5,000             $ 20,000
---------------------------------------------------------------------------------------------
WisdomTree Total Earnings Fund         $ 3,000,000         $ 5,500             $ 12,090
---------------------------------------------------------------------------------------------
WisdomTree Earnings 500 Fund           $ 3,000,000         $ 2,500             $  2,500
---------------------------------------------------------------------------------------------
WisdomTree MidCap Earnings Fund        $ 3,000,000         $ 3,500             $  4,000
---------------------------------------------------------------------------------------------
WisdomTree SmallCap Earnings Fund      $ 3,000,000         $ 4,000             $  5,705
---------------------------------------------------------------------------------------------
WisdomTree Earnings Top 100 Fund       $ 3,000,000         $   500             $    500
---------------------------------------------------------------------------------------------
WisdomTree Low P/E Fund                $ 3,000,000         $ 2,000             $  3,500
---------------------------------------------------------------------------------------------


Distribution

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

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

Additional Notices

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

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

WisdomTree Investments, WisdomTree Asset Management and the Funds make no
representation or warranty, express or implied, to the owners of shares of the
Funds or any member of the public regarding the advisability of investing in
securities generally or in the Funds particularly or the ability of the Indexes
to track general stock market performance. WisdomTree Investments is the
licensor of certain trademarks, service marks and trade names of the Funds.
WisdomTree Investments has no obligation to take the needs of the Funds or the
owners of shares of the Funds into consideration in determining,

                                                  WisdomTree Trust Prospectus 29



composing, or calculating the Indexes. WisdomTree Investments is not responsible
for, and has not participated in, the determination of the timing of, prices at,
or quantities of shares of the Funds to be issued or in the determination or
calculation of the equation by which the shares of the Funds are redeemable.

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

Financial Highlights


The financial highlights table is intended to help you understand the Funds'
financial performance since inception. The total return in the table represents
the rate that an investor would have earned (or lost) on an investment in the
respective Fund (assuming reinvestment of all dividends and distributions). This
information has been derived from the financial statements audited by Ernst &
Young LLP, independent registered public accounting firm, whose report, along
with the Funds' financial statements, are included in the Funds' Annual Report,
which is available upon request.


30 WisdomTree Trust Prospectus




Financial Highlights

WisdomTree Earnings Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



---------------------------------------------------------------------------------------------
                                                                            For the period
                                                            For the      February 23, 2007(1)
                                                          Year Ended            through
WisdomTree Total Earnings Fund                          March 31, 2008      March 31, 2007
---------------------------------------------------------------------------------------------
                                                                   
Net asset value, beginning of period                      $  48.99           $  49.97
---------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                   0.85               0.11
   Net realized and unrealized loss                          (3.56)             (1.00)
---------------------------------------------------------------------------------------------
Total from investment operations                             (2.71)             (0.89)
---------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                     (0.96)             (0.09)
---------------------------------------------------------------------------------------------
Total dividends to shareholders                              (0.96)             (0.09)
---------------------------------------------------------------------------------------------
Net asset value, end of period                            $  45.32           $  48.99
---------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                              (5.69)%            (1.79)%
---------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                 $ 15,861           $ 24,497
Ratio to average net assets of:
   Expenses, net of expense reimbursements                    0.28%              0.28%(4)
   Expenses, prior to expense reimbursements                  0.28%              0.35%(4)
   Net investment income                                      1.76%              2.21%(4)
---------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                      11%                 1%
---------------------------------------------------------------------------------------------




---------------------------------------------------------------------------------------------
                                                                            For the period
                                                            For the      February 23, 2007(1)
                                                          Year Ended            through
WisdomTree Earnings 500 Fund                            March 31, 2008      March 31, 2007
---------------------------------------------------------------------------------------------
                                                                   
Net asset value, beginning of period                      $  48.85           $  49.77
---------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                   0.94               0.11
   Net realized and unrealized loss                          (3.18)             (0.94)
---------------------------------------------------------------------------------------------
Total from investment operations                             (2.24)             (0.83)
---------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                     (0.84)             (0.09)
---------------------------------------------------------------------------------------------
Total dividends to shareholders                              (0.84)             (0.09)
---------------------------------------------------------------------------------------------
Net asset value, end of period                            $  45.77           $  48.85
---------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                              (4.72)%            (1.67)%
---------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                 $ 54,927           $ 19,538
Ratio to average net assets of:
   Expenses, net of expense reimbursements                    0.28%              0.28%(4)
   Expenses prior to expense reimbursements                   0.28%              0.37%(4)
   Net investment income                                      1.93%              2.24%(4)
---------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                       8%                 1%
---------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


                                                  WisdomTree Trust Prospectus 31




Financial Highlights

WisdomTree Earnings Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



---------------------------------------------------------------------------------------------
                                                                            For the period
                                                            For the      February 23, 2007(1)
                                                          Year Ended            through
WisdomTree Midcap Earnings Fund                         March 31, 2008      March 31, 2007
---------------------------------------------------------------------------------------------
                                                                   
Net asset value, beginning of period                      $  48.77           $  50.01
---------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                   0.81               0.07
   Net realized and unrealized loss                          (6.90)             (1.25)
---------------------------------------------------------------------------------------------
Total from investment operations                             (6.09)             (1.18)
---------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                     (0.60)             (0.06)
---------------------------------------------------------------------------------------------
Total dividends to shareholders                              (0.60)             (0.06)
---------------------------------------------------------------------------------------------
Net asset value, end of period                            $  42.08           $  48.77
---------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                             (12.57)%            (2.37)%
---------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                 $ 25,247           $  4,877
Ratio to average net assets of:
   Expenses, net of expense reimbursements                    0.38%              0.38%(4)
   Expenses, prior to expense reimbursements                  0.38%              0.74%(4)
   Net investment income                                      1.70%              1.47%(4)
---------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                      45%                 0%(6)
---------------------------------------------------------------------------------------------




---------------------------------------------------------------------------------------------
                                                                            For the period
                                                            For the      February 23, 2007(1)
                                                          Year Ended            through
WisdomTree SmallCap Earnings Fund                       March 31, 2008      March 31, 2007
---------------------------------------------------------------------------------------------
                                                                   
Net asset value, beginning of period                      $  48.03           $  50.03
---------------------------------------------------------------------------------------------
Investment operations:
   Net investment income(2)                                   0.58               0.06
   Net realized and unrealized loss                          (9.17)             (2.02)
---------------------------------------------------------------------------------------------
Total from investment operations                             (8.59)             (1.96)
---------------------------------------------------------------------------------------------
Dividends to shareholders:
   Net investment income                                     (0.48)             (0.04)
---------------------------------------------------------------------------------------------
Total dividends to shareholders                              (0.48)             (0.04)
---------------------------------------------------------------------------------------------
Net asset value, end of period                            $  38.96           $  48.03
---------------------------------------------------------------------------------------------

TOTAL RETURN(3)                                             (17.97)%            (3.92)%
---------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                 $ 15,585           $  9,607
Ratio to average net assets of:
   Expenses, net of expense reimbursements                    0.38%              0.38%(4)
   Expenses, prior to expense reimbursements                  0.38%              0.58%(4)
   Net investment income                                      1.28%              1.39%(4)
---------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                      37%                 0%(6)
---------------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.

(6)   Amount represents less than 1%.


32 WisdomTree Trust Prospectus




Financial Highlights

WisdomTree Earnings Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:



------------------------------------------------------------------------------------
                                                                   For the period
                                                   For the      February 23, 2007(1)
                                                 Year Ended            through
WisdomTree Earnings Top 100 Fund               March 31, 2008      March 31, 2007
------------------------------------------------------------------------------------
                                                          
Net asset value, beginning of period             $  49.38           $    50.15
------------------------------------------------------------------------------------
Investment operations:
  Net investment income(2)                           0.90                 0.10
  Net realized and unrealized loss                  (4.69)               (0.80)
------------------------------------------------------------------------------------
Total from investment operations                    (3.79)               (0.70)
------------------------------------------------------------------------------------
Dividends to shareholders:
  Net investment income                             (1.03)               (0.07)
------------------------------------------------------------------------------------
Total dividends to shareholders                     (1.03)               (0.07)
------------------------------------------------------------------------------------
Net asset value, end of period                   $  44.56           $    49.38
------------------------------------------------------------------------------------

TOTAL RETURN(3)                                     (7.89)%              (1.39)%
------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)        $ 13,368           $   24,688
Ratio to average net assets of:
  Expenses, net of expense reimbursements            0.38%                0.38%(4)
  Expenses, prior to expense reimbursements          0.38%                0.45%(4)
  Net investment income                              1.83%                2.03%(4)
------------------------------------------------------------------------------------
Portfolio turnover rate(5)                             13%                   2%
------------------------------------------------------------------------------------




------------------------------------------------------------------------------------
                                                                   For the period
                                                   For the      February 23, 2007(1)
                                                 Year Ended            through
WisdomTree Low P/E Fund                        March 31, 2008      March 31, 2007
------------------------------------------------------------------------------------
                                                          
Net asset value, beginning of period             $  49.06           $    49.99
------------------------------------------------------------------------------------
Investment operations:
  Net investment income(2)                           1.03                 0.10
  Net realized and unrealized loss                  (5.49)               (0.95)
------------------------------------------------------------------------------------
Total from investment operations                    (4.46)               (0.85)
------------------------------------------------------------------------------------
Dividends to shareholders:
  Net investment income                             (1.07)               (0.08)
------------------------------------------------------------------------------------
Total dividends to shareholders                     (1.07)               (0.08)
------------------------------------------------------------------------------------
Net asset value, end of period                   $  43.53           $    49.06
------------------------------------------------------------------------------------

TOTAL RETURN(3)                                     (9.31)%              (1.69)%
------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)        $ 23,940           $   24,529
Ratio to average net assets of:
  Expenses, net of expense reimbursements            0.38%                0.38%(4)
  Expenses, prior to expense reimbursements          0.38%                0.45%(4)
  Net investment income                              2.10%                1.98%(4)
------------------------------------------------------------------------------------
Portfolio turnover rate(5)                             20%                   1%
------------------------------------------------------------------------------------


(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.


                                                  WisdomTree Trust Prospectus 33




Financial Highlights

WisdomTree Earnings Funds

Selected data for a share of beneficial interest outstanding throughout the
indicated period is presented below:

--------------------------------------------------------------------------------
                                                              For the period
                                                           February 22, 2008(1)
                                                                  through
WisdomTree India Earnings Fund                                March 31, 2008
--------------------------------------------------------------------------------
Net asset value, beginning of period                          $   24.94
--------------------------------------------------------------------------------
Investment operations:
   Net investment loss(2)                                         (0.01)
   Net realized and unrealized loss                               (2.36)
--------------------------------------------------------------------------------
Total from investment operations                                  (2.37)
--------------------------------------------------------------------------------
Net asset value, end of period                                $   22.57
--------------------------------------------------------------------------------

TOTAL RETURN(3)                                                   (9.50)%
--------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted)                     $ 162,540
Ratio to average net assets of:
   Expenses, net of expense reimbursements                         0.88%(4)
   Expenses, prior to expense reimbursements                       2.10%(4)
   Net investment income                                          (0.41)%(4)
--------------------------------------------------------------------------------
Portfolio turnover rate(5)                                            0%(6)
--------------------------------------------------------------------------------

(1)   Commencement of investment operations.

(2)   Based on average shares outstanding.

(3)   Total return is calculated assuming an initial investment made at the net
      asset value at the beginning of the period, reinvestment of all dividends
      and distributions at net asset value during the period and redemption on
      the last day of the period. Total return calculated for a period of less
      than one year is not annualized. The total return would have been lower if
      certain expenses had not been reimbursed by the investment adviser.

(4)   Annualized.

(5)   Portfolio turnover rate is not annualized and excludes the value of
      portfolio securities received or delivered as a result of in-kind
      creations or redemptions of the Fund's capital shares.

(6)   Amount represents less than 1%.


34 WisdomTree Trust Prospectus



Frequency Distribution of Discounts & Premiums (unaudited)

WisdomTree Earnings Funds


The chart below presents information about differences between the per share net
asset value ("NAV") of each Fund and the market trading price of shares of each
Fund. For these purposes, the "market price" is the mid-point of the highest bid
and lowest offer for Fund shares as of the close of trading on the exchange
where Fund shares are listed. The term "premium" is sometimes used to describe a
market price in excess of NAV and the term "discount" is sometimes used to
describe a market price below NAV. The chart presents information about the size
and frequency of end of day premiums or discounts. As with other exchange traded
funds, the market price of Fund shares is typically slightly higher or lower
than the Fund's per share NAV. Factors that contribute to the differences
between market price and NAV include the supply and demand for Fund shares and
investors' assessments of the underlying value of a Fund's portfolio securities.



---------------------------------------------------------------------------------------------------------------------
                                                          Market Price Above or Equal to       Market Price Below
                                                                  Net Asset Value                Net Asset Value
                                                          ------------------------------    -------------------------
                                           Basis Point     Number          Percentage of     Number    Percentage of
                                          Differential    of Days           Total Days      of Days      Total Days
---------------------------------------------------------------------------------------------------------------------
                                                                                        
February 22, 2008* - June 30, 2008
WisdomTree India Earnings Fund                0-24.9          9                10.00%           1           1.11%
                                          ---------------------------------------------------------------------------
                                             25-49.9          6                 6.67%           5           5.56%
                                          ---------------------------------------------------------------------------
                                             50-74.9          7                 7.78%           5           5.56%
                                          ---------------------------------------------------------------------------
                                            75-100.0          9                10.00%           2           2.22%
                                          ---------------------------------------------------------------------------
                                              >100.0         32                35.56%          14          15.56%
                                          ---------------------------------------------------------------------------
                                               Total         63                70.00%          27          30.00%
---------------------------------------------------------------------------------------------------------------------
April 1, 2007 - June 30, 2008
WisdomTree Total Earnings Fund                0-24.9        116                36.83%         183          58.10%
                                          ---------------------------------------------------------------------------
                                             25-49.9          5                 1.59%           7           2.22%
                                          ---------------------------------------------------------------------------
                                             50-74.9          1                 0.32%           1           0.32%
                                          ---------------------------------------------------------------------------
                                            75-100.0          1                 0.32%           0           0.00%
                                          ---------------------------------------------------------------------------
                                              >100.0          1                 0.32%           0           0.00%
                                          ---------------------------------------------------------------------------
                                               Total        124                39.37%         191          60.63%
---------------------------------------------------------------------------------------------------------------------
April 1, 2007 - June 30, 2008
WisdomTree Earnings 500 Fund                  0-24.9        133                42.22%         164          52.06%
                                          ---------------------------------------------------------------------------
                                             25-49.9          9                 2.86%           4           1.27%
                                          ---------------------------------------------------------------------------
                                             50-74.9          2                 0.63%           0           0.00%
                                          ---------------------------------------------------------------------------
                                            75-100.0          1                 0.32%           0           0.00%
                                          ---------------------------------------------------------------------------
                                              >100.0          2                 0.63%           0           0.00%
                                          ---------------------------------------------------------------------------
                                               Total        147                46.67%         168          53.33%
---------------------------------------------------------------------------------------------------------------------
April 1, 2007 - June 30, 2008
WisdomTree MidCap Earnings Fund               0-24.9        135                42.86%         163          51.75%
                                          ---------------------------------------------------------------------------
                                             25-49.9          6                 1.90%           5           1.59%
                                          ---------------------------------------------------------------------------
                                             50-74.9          2                 0.63%           2           0.63%
                                          ---------------------------------------------------------------------------
                                            75-100.0          1                 0.32%           0           0.00%
                                          ---------------------------------------------------------------------------
                                              >100.0          1                 0.32%           0           0.00%
                                          ---------------------------------------------------------------------------
                                               Total        145                46.03%         170          53.97%
---------------------------------------------------------------------------------------------------------------------
April 1, 2007 - June 30, 2008
WisdomTree SmallCap Earnings Fund             0-24.9        124                39.37%         151          47.94%
                                          ---------------------------------------------------------------------------
                                             25-49.9         12                 3.81%          13           4.13%
                                          ---------------------------------------------------------------------------
                                             50-74.9          4                 1.27%           3           0.95%
                                          ---------------------------------------------------------------------------
                                            75-100.0          2                 0.63%           0           0.00%
                                          ---------------------------------------------------------------------------
                                              >100.0          4                 1.27%           2           0.63%
                                          ---------------------------------------------------------------------------
                                               Total        146                46.35%         169          53.65%
---------------------------------------------------------------------------------------------------------------------


* Commencement of investment operations.


                                                  WisdomTree Trust Prospectus 35



Frequency Distribution of Discounts & Premiums (unaudited) (concluded)

WisdomTree Earnings Funds




---------------------------------------------------------------------------------------------------------------------
                                                          Market Price Above or Equal to       Market Price Below
                                                                  Net Asset Value                Net Asset Value
                                                          ------------------------------    -------------------------
                                           Basis Point     Number          Percentage of     Number    Percentage of
                                          Differential    of Days           Total Days      of Days      Total Days
---------------------------------------------------------------------------------------------------------------------
                                                                                        
April 1, 2007 - June 30, 2008
WisdomTree Earnings Top 100 Fund              0-24.9        133                42.22%         163          51.75%
                                          ---------------------------------------------------------------------------
                                             25-49.9          5                 1.59%           6           1.90%
                                          ---------------------------------------------------------------------------
                                             50-74.9          1                 0.32%           2           0.63%
                                          ---------------------------------------------------------------------------
                                            75-100.0          1                 0.32%           1           0.32%
                                          ---------------------------------------------------------------------------
                                              >100.0          2                 0.63%           1           0.32%
                                          ---------------------------------------------------------------------------
                                               Total        142                45.08%         173          54.92%
---------------------------------------------------------------------------------------------------------------------
April 1, 2007 - June 30, 2008
WisdomTree Low P/E Fund                       0-24.9        126                40.00%         168          53.33%
                                          ---------------------------------------------------------------------------
                                             25-49.9          8                 2.54%           4           1.27%
                                          ---------------------------------------------------------------------------
                                             50-74.9          1                 0.32%           4           1.27%
                                          ---------------------------------------------------------------------------
                                            75-100.0          2                 0.63%           0           0.00%
                                          ---------------------------------------------------------------------------
                                              >100.0          2                 0.63%           0           0.00%
                                          ---------------------------------------------------------------------------
                                               Total        139                44.13%         176          55.87%
---------------------------------------------------------------------------------------------------------------------



36 WisdomTree Trust Prospectus



                      (This page intentionally left blank.)

                                                  WisdomTree Trust Prospectus 37



The Trust's current SAI provides additional detailed information about the
Funds. The Trust has electronically filed the SAI with the SEC. It is
incorporated by reference in this Prospectus.


Additional information about the Funds' investments is available in the Funds'
annual and semi-annual reports to shareholders. In the annual report you will
find a discussion of the market conditions and investment strategies that
significantly affected the Funds' performance during the last fiscal year.

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


--------------------------------------------------------------------------------
Call:    1-866-909-9473
         Monday through Friday
         8:00 a.m. to 8:00 p.m. (Eastern time)
--------------------------------------------------------------------------------
Write:   WisdomTree Trust
         c/o ALPS Distributors, Inc.
         1290 Broadway, Suite 1100
         Denver, Colorado 80203
--------------------------------------------------------------------------------
Visit:   www.wisdomtree.com
--------------------------------------------------------------------------------


Information about the Funds (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-942-8090. Reports and other information about the Funds are available on
the EDGAR Database on the SEC's Internet site at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following E-mail address: publicinfo@sec.gov, or by writing the
SEC's Public Reference Section, Washington, D.C. 20549-0102.


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

(C)2008 WisdomTree Trust

WisdomTree Funds are distributed by
ALPS Distributors,Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203


WisdomTree(R) is a registered mark of WisdomTree
Investments, Inc.


INVESTMENT COMPANY ACT FILE NO. 811-21864

[WISDOMTREE LOGO]


WisdomTree Trust
380 Madison Avenue, 21st Floor
New York, NY 10017





STATEMENT OF ADDITIONAL INFORMATION DATED JULY 29, 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 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




The current  Prospectus  for each of the  Domestic  and  International  Dividend
Funds, the  International  Sector Funds and the Earnings Funds is dated July 29,
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, 2008 are  incorporated  in this SAI by
reference  to  the  Funds'  2008  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
WisdomTree Middle East Dividend Fund did not commence operations until after the
close  of the  fiscal  year,  financial  statements  for  this  Fund 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.


                             SAI dated July 29, 2008




                                TABLE OF CONTENTS

General Description of the Trust and the Funds ............................    1
   WisdomTree Domestic Dividend Funds .....................................    1


   WisdomTree 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 ...............................   16
      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 ..........................   20
      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 ..................................................................   27
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
   Remuneration of Trustees ...............................................   31
   Control Persons and Principal Holders of Securities ....................   31
   Investment Adviser .....................................................   48
   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 ...............................   60
   Shares .................................................................   60
   Termination of the Trust or a Fund .....................................   60
   Role of DTC ............................................................   60





   Creation & Redemption of Creation Unit Aggregations ....................   61
   Creation ...............................................................   61
   Fund Deposit ...........................................................   61
   Procedures for Creation of Creation Unit Aggregations ..................   62
   Placement of Creation Orders for Domestic Dividend and Earnings
      Weighted Funds Using the Clearing Process ...........................   63
   Placement of Creation Orders for Domestic Dividend and Earnings
      Weighted Funds Outside the Clearing Process .........................   63
   Placement of Creation Orders for International Funds ...................   64
   Acceptance of Orders for Creation Unit Aggregations ....................   65
   Creation Transaction Fee ...............................................   65
   Placement of Redemption Orders for Domestic Dividend and Earnings
      Weighted Funds Using the Clearing Process ...........................   66
   Placement of Redemption Orders for Domestic Dividend and Earnings
      Weighted Funds Outside the Clearing Process .........................   67
   Placement of Redemption Orders for International Funds .................   67
Regular Holidays ..........................................................   68
Taxes .....................................................................   73
Determination of NAV ......................................................   80
Dividends and Distributions ...............................................   80
Financial Statements ......................................................   81
Miscellaneous Information .................................................   81




                 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
Investments  is  the  parent  company  of  WisdomTree  Asset  Management,   Inc.
("WisdomTree  Asset  Management"),  the investment  adviser to each Fund. Mellon
Capital  Management  Corporation  ("Mellon Capital")  (formerly,  BNY Investment
Advisors)  is the  investment  sub-adviser  ("Sub-Adviser")  to each Fund.  ALPS
Distributors,  Inc. is the distributor (the "Distributor") of the shares of each
Fund.


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


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


"WisdomTree"  is a  registered  mark of  WisdomTree  Investments  and  has  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

                                        2



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.


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 Mellon Capital.


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  does,  however,  intend  to  maintain  the  level of  diversification
necessary to qualify as a regulated  investment company ("RIC") under Subchapter
M of the Internal Revenue Code of 1986, as amended (the "Code").  The Subchapter
M  diversification  tests generally  require that (i) a Fund invest no more than
25% of its  total  assets  in  securities  (other  than  securities  of the U.S.
government  or other  RICs) of any one  issuer or two or more  issuers  that are
controlled by a Fund and that are engaged in the same, similar or related trades
or  businesses,  and (ii) at least 50% of a Fund's total assets  consist of cash
and cash items, U.S. government  securities,  securities of other RICs and other
securities,  with investments in such other securities limited in respect of any
one  issuer  to an amount  not  greater  than 5% of the value of a Fund's  total
assets and 10% of the outstanding  voting  securities of such issuer.  These tax
requirements  are  generally  applied  at the end of each  quarter  of a  Fund's
taxable year.


                                        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 Code, and to maintain  exemption from the 1940 Act. If an issuer
of debt securities  collateralized  by real estate  defaults,  it is conceivable
that the REITs could end up holding the underlying real estate.


NON-U.S.  SECURITIES.  The International  Funds invest a significant  portion of
their  assets in non-U.S.  equity  securities.  Investments  in non-U.S.  equity
securities  involve certain risks that may not be present in investments in U.S.
securities. For example, non-U.S. securities may be subject to currency risks or
to foreign  government taxes.  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.


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.

                                        5



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.


Certain non-U.S. issuers in which the Funds, and in particular the International
Real  Estate  Fund,  may invest may be  treated  as passive  foreign  investment
companies  ("PFICs").  Investments in PFICs may decrease the tax efficiency of a
Fund. For a more detailed discussion of the U.S. federal income tax consequences
of a Fund's investment in PFICs, please see "Taxes."


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 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 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 release local


                                        6




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  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.  Certain  of the  International  Funds may invest in
companies organized and listed 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  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
companies  organized and listed 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 may
invest 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

                                        7



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

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


                                        8



otherwise  would,  or a Fund may have to sell more  liquid  securities  which it
would not otherwise choose to sell,  possibly diluting its return and inhibiting
its ability to track its Index.

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


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

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

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

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

INVESTMENTS IN THE UNITED KINGDOM.  Certain of the International Funds invest in
companies organized and listed 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.

                                       10




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


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

                                       11



operator"  in  accordance  with  Rule 4.5 so that each  Fund is not  subject  to
registration or regulation as a commodity pool operator under the CEA.

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

Utilization  of futures  and options on futures by a Fund  involves  the risk of
imperfect or even  negative  correlation  to the  underlying  Index if the index
underlying the futures contract differs from the underlying Index. There is also
the risk of loss by a Fund of margin  deposits in the event of  bankruptcy  of a
broker with whom a Fund has an open position in the futures  contract or option.
The purchase of put or call options will be based upon  predictions  by 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.
These instruments are also referred to as "Participation  Notes".  Participation
Certificates are certificates or 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  Certificate that is linked to an underlying  security may receive
any dividends paid in connection with the underlying security. However, a holder
of a Participation  Certificate does not have voting rights, as the holder would
if it  owned  the  underlying  security  directly.  Investing  in  Participation
Certificate may subject the Funds to


                                       12




counterparty risk. In addition, there can be no assurance that the trading price
of a  Participation  Certificate  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  Certificate and
would lose its investment if such counterparty  became insolvent.  The Fund will
have no rights against the issuer of the underlying  security.  A  Participation
Certificate 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 Mellon Capital.  The Trust has delegated to Mellon Capital
the authority and responsibility for voting proxies on the portfolio  securities
held by each Fund.  The  remainder of this section  discusses  each Fund's proxy
voting guidelines and Mellon Capital's role in implementing such guidelines.

Mellon Capital, through their participation on The Bank of New York Mellon ("BNY
Mellon") Corporation's Proxy Policy Committee ("PPC"), have each adopted a Proxy
Voting Policy,  related  procedures,  and voting guidelines which are applied to
those client  accounts  over which it has been  delegated  the authority to vote
proxies.  In voting  proxies,  Mellon  Capital  seeks to act  solely in the best
financial and economic  interest of the applicable  client.  Mellon Capital will
carefully review proposals that would limit shareholder  control or could affect
the value of a client's investment.  It will generally oppose proposals designed
to insulate an issuer's  management  unnecessarily from the wishes of a majority
of  shareholders.  It will  generally  support  proposals  designed  to  provide
management  with short-term  insulation from outside  influences so as to enable
them to  bargain  effectively  with  potential  suitors  and  otherwise  achieve
long-term   goals.  On  questions  of  social   responsibility   where  economic
performance  does not  appear to be an issue,  Mellon  Capital  will  attempt to
ensure that management reasonably responds to the social issues.  Responsiveness
will be measured by  management's  efforts to address  the  proposal  including,
where appropriate, assessment of the implications of the proposal to the ongoing
operations  of the  company.  The PPC will pay  particular  attention  to repeat
issues where  management has failed in its commitment in the intervening  period
to take actions on issues. Mellon Capital recognizes its duty to vote proxies in
the best  interests  of its clients.  The  Sub-Adviser  seeks to avoid  material
conflicts  of  interest  through its  participation  in the PPC,  which  applies
detailed, pre-determined proxy voting guidelines (the "Voting Guidelines") in an
objective and consistent  manner across client  accounts,  based on internal and
external  research and  recommendations  provided by a third party  vendor,  and
without  consideration  of any  client  relationship  factors.  Further,  Mellon
Capital and its affiliates  engage a third party as an independent  fiduciary to
vote  all  proxies  for  BNY  Mellon   securities  and  affiliated  mutual  fund
securities.

All proxy voting  proposals  are  reviewed,  categorized,  analyzed and voted in
accordance   with  the  Voting   Guidelines.   These   guidelines  are  reviewed
periodically  and updated as  necessary to reflect new issues and any changes in
our policies on specific issues.  Items that can be categorized under the Voting
Guidelines  will be  voted  in  accordance  with any  applicable  guidelines  or
referred to the PPC, if the  applicable  guidelines so require.  Proposals  that
cannot be categorized  under the Voting  Guidelines  will be referred to the PPC
for discussion and vote. Additionally,  the PPC may review any proposal where it
has  identified a particular  company,  industry or issue for special  scrutiny.
With


                                       13




regard to voting  proxies  of  foreign  companies,  Adviser  weighs  the cost of
voting,  and potential  inability to sell the securities (which may occur during
the voting  process)  against  the  benefit of voting the  proxies to  determine
whether or not to vote.

In evaluating  proposals  regarding  incentive plans and restricted stock plans,
the PPC typically  employs a shareholder  value transfer model. This model seeks
to assess  the  amount of  shareholder  equity  flowing  out of the  company  to
executives as options are exercised. After determining the cost of the plan, the
PPC  evaluates  whether  the cost is  reasonable  based on a number of  factors,
including industry  classification and historical performance  information.  The
PPC generally  votes against  proposals that permit the repricing or replacement
of stock options  without  shareholder  approval or that are silent on repricing
and the company has a history of  repricing  stock  options in a manner that the
PPC believes is detrimental to shareholders.

Mellon  Capital  will  furnish a copy of its Proxy  Voting  Policy,  any related
procedures, and its Voting Guidelines to each advisory client upon request. Upon
request,  Sub-Adviser  will also disclose to an advisory client the proxy voting
history for its account after the shareholder meeting has concluded.

A complete  copy of the Proxy Voting  Policy may be obtained by writing to: Judy
Manion at 500 Grant Street, Suite 2600, Pittsburgh, PA 15258.

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


              PORTFOLIO 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 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 Funds'  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.

                                       14



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

                      DESCRIPTION OF THE WISDOMTREE INDEXES

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

                                       15



and final constituent  weightings go into effect  immediately before the opening
of  trading  on the Monday  following  the  Weighting  Date.  This is  sometimes
referred to as the "Reconstitution Date."

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

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


Index  Availability.  Each  WisdomTree  Index  is  calculated  and  disseminated
throughout each day the NYSE 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 NYSE,  AMEX,  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 "Core Earnings." Core Earnings is a


                                       17



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.


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).

                                       26



   Loans

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


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

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


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

                               CONTINUOUS OFFERING

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


For  example,  a  broker-dealer  firm or its  client  may be deemed a  statutory
underwriter if it takes Creation Unit  Aggregations  after placing an order with
the Funds' 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 2005    Development Partners, Inc.) and
                                                   Director of WisdomTree Investments,
                                                   Inc. since 1989.

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

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



----------
*     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 and Secretary of              49            None.
(1961)**                             since 2006    Martha Stewart Living Omnimedia, Inc.
                                                   since 2007; 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 2006    Rogers College of Law since 1999;
                                                   Professor at University of Arizona
                                                   James E. Rogers College of Law since
                                                   1990.

Victor Ugolyn          Trustee,      Trustee       Private Investor 2005 to present;             49        Trustee on
(1947)                 Chairman of   since 2006    President and Chief Executive Officer                   Board of
                       the Board                   of William D. Witter, Inc. 2005 to                      Trustees of
                       of Trustees                 August 2006; Consultant to AXA                          Naismith
                                                   Enterprise in 2004; Chairman,                           Memorial
                                                   President and Chief Executive Officer                   Basketball
                                                   of Enterprise Capital Management                        Hall of Fame;
                                                   (subsidiary of The MONY Group, Inc.)                    Member of the
                                                   and Enterprise Group of Funds,                          Board of
                                                   Chairman of MONY Securities                             Overseers of
                                                   Corporation, and Chairman of the Fund                   the Hoover
                                                   Board of Enterprise Group of Funds                      Institution
                                                   from 1991 to 2004.                                      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, 2007 the dollar  range of
equity securities  beneficially  owned by each Trustee in the Funds and in other
registered  investment  companies overseen by the Trustee within the same family
of investment companies as the Trust.



                                                                                       Aggregate Dollar Range of
                                                                                       Equity Securities in All
                                                                                              Registered
                                                                                     Investment Companies Overseen
                                                                                        by Trustee in Family of
Name of Trustee                Dollar Range of Equity Securities in the Funds             Investment Companies
---------------------   ----------------------------------------------------------   -----------------------------
                                                                            
Interested Trustee:
Jonathan Steinberg      International SmallCap Dividend Fund   $50, 001 - $100,000
                        International Dividend Top 100 Fund    $50, 001 - $100,000
                        DEFA High-Yielding Equity Fund         $50, 001 - $100,000
                        Pacific ex-Japan Total Dividend Fund   $50, 001 - $100,000
                        Japan High-Yielding Equity Fund        $50, 001 - $100,000           Over $100,000

Independent Trustees:
Gregory Barton          Total Dividend Fund                    Over $100,000
                        DEFA Fund                              $10,001 - $50,000             Over $100,000

Toni Massaro            High-Yielding Equity Fund              $1 - $10,000
                        DEFA High-Yielding Equity Fund         $1 - $10,000                   $1 - $10,000

Victor Ugolyn           LargeCap Dividend Fund                 $10,001 - $50,000
                        MidCap Dividend Fund                   $10,001 - $50,000         $50,001 - $100,000


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

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


Committees of the Board of Trustees


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

Governance and Nominating  Committee.  Each Independent Trustee is also a member
of  the   Trust's   Governance   and   Nominating   Committee.   The   principal
responsibilities  of the Governance and Nominating  Committee are to (i) oversee
Fund  governance  matters and (ii)  identify  individuals  qualified to serve as
Independent   Trustees  of  the  Trust  and  to   recommend   its  nominees  for
consideration by the full Board.  While the Governance and Nominating  Committee
is  solely   responsible  for  the  selection  and  nomination  of  the  Trust's
Independent Trustees,  the Nominating Committee may consider nominations for the
office  of  Trustee  made by Trust  stockholders  as it deems  appropriate.  The
Governance  and  Nominating   Committee   considers   nominees   recommended  by
shareholders if such nominees are submitted in accordance with Rule 14a-8 of the
Securities  Exchange  Act of  1934  (the  "1934  Act"),  in  conjunction  with a
shareholder meeting to consider the election of Trustees. Trust stockholders who
wish to  recommend a nominee  should send  nominations  to the  Secretary of the
Trust that include biographical  information and set forth the qualifications of
the  proposed  nominee.  During  the  fiscal  year  ended  March 31,  2008,  the
Nominating Committee held one meeting.


                                       30




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 annual compensation of $40,000. The Audit Committee
Chairman  received an additional 10% and the  Independent  Chairman  received an
additional 50% of this amount.

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



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




                                       Pension or Retirement
                         Aggregate      Benefits Accrued as    Estimated Annual   Total Compensation
Name of Independent    Compensation       Part of Company        Benefits upon    from the Funds and
      Trustee         from the Trust          Expenses            Retirement         Fund Complex
-------------------   --------------   ---------------------   ----------------   ------------------
                                                                      
Gregory Barton            $44,000               None                 None               $44,000
Toni Massaro              $43,220               None                 None               $43,220
Victor Ugolyn             $65,262               None                 None               $65,262


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


Control Persons and Principal Holders of Securities.


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, 2008, 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
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree Total Dividend Fund                     CHARLES SCHWAB                         15.24%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   PERSHING SECURITIES CORPORATION         9.38%
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   MERRILL LYNCH                           6.97%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302
---------------------------------------------------------------------------------------------------



                                       31






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree High-Yielding Equity Fund               NFS LLC                                12.98%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   CITIGROUP                              10.01%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   FIRST CLEAR                             8.56%
                                                   10700 WHEAT FIRST DRIVE, WS 1024
                                                   GLEN ALLEN VA 23060

                                                   PERSHING                                6.63%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   MERRILL LYNCH                           5.73%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   MSC RETAIL                              5.28%
                                                   MORGAN STANLEY RETAIL
                                                   HARBOURSIDE FINANCIAL CENTER
                                                   PLAZA 3, 1ST FLOOR
                                                   JERSEY CITY NJ 07311
---------------------------------------------------------------------------------------------------

WisdomTree DEFA Fund                               AMERITRADE                             26.32%
                                                   C/O ADP PROXY SERVICES
                                                   51 MERCEDES WAY
                                                   EDGEWOOD NY 11717

                                                   ML SFKPG                               12.36%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   CHARLES SCHWAB                          9.46%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   FIRST CLEAR                             9.20%
                                                   10700 WHEAT FIRST DRIVE, WS 1024
                                                   GLEN ALLEN VA 23060

                                                   CURIAN LLC                              6.90%
                                                   8055 E TUFTS AVE
                                                   DENVER, CO 80237

                                                   CITIGROUP                               5.48%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001
---------------------------------------------------------------------------------------------------



                                       32






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree DEFA High-Yielding Equity Fund          CHARLES SCHWAB                         20.75%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   ML SFKPG                               14.24%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   NFS LLC                                 8.78%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   MSC RETAIL                              5.56%
                                                   MORGAN STANLEY RETAIL
                                                   HARBOURSIDE FINANCIAL CENTER
                                                   PLAZA 3, 1ST FLOOR
                                                   JERSEY CITY NJ 07311

                                                   CITIGROUP                               5.46%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   AMERITRADE
                                                   C/O ADP PROXY SERVICES                  5.27%
                                                   51 MERCEDES WAY
                                                   EDGEWOOD NY 11717

                                                   5TH-3RD BANK                            5.05%
                                                   FIFTH THIRD CENTER
                                                   CINCINNATI, OH 45263-0828
---------------------------------------------------------------------------------------------------

WisdomTree Pacific ex-Japan High-Yielding
Equity Fund                                        CHARLES SCHWAB                         14.37%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   NFS LLC                                11.87%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   PERSHING                               10.92%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   GOLDMAN LP                              7.83%
                                                   30 HUDSON STREET
                                                   JERSEY CITY NJ 07302

                                                   BEAR STEARNS                            7.82%
                                                   ONE METROTECH CENTER NORTH
                                                   4TH FLOOR
                                                   BROOKLYN NY 11201-3862

                                                   ML SFKPG                                7.58%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   AMERITRADE                              5.09%
                                                   C/O ADP PROXY SERVICES
                                                   51 MERCEDES WAY
                                                   EDGEWOOD NY 11717
---------------------------------------------------------------------------------------------------



                                       33






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree Pacific ex-Japan Total Dividend Fund    CHARLES SCHWAB                         12.51%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   US BANK NA                             11.98%
                                                   1555 NORTH RIVER CENTER DRIVE
                                                   SUITE 302
                                                   MILWAUKEE, WI 53212

                                                   NFS LLC                                10.00%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

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

                                                   CITIGROUP                               8.38%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   ML SFKPG                                7.44%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   UBS FINANCIAL                           5.18%
                                                   1200 HARBOR BLVD
                                                   WEEHAWKEN NJ 07086
---------------------------------------------------------------------------------------------------

WisdomTree Europe Total Dividend Fund              ML SFKPG                               21.20%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302
                                                   CHARLES SCHWAB

                                                   ATTN PROXY DEPARTMENT                  15.92%
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   NFS LLC                                 9.62%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   MSC RETAIL                              7.37%
                                                   MORGAN STANLEY RETAIL
                                                   HARBOURSIDE FINANCIAL CENTER
                                                   PLAZA 3, 1ST FLOOR
                                                   JERSEY CITY NJ 07311

                                                   JP MORGAN CHASE BANK NA                 6.67%
                                                   PROXY SERVICES
                                                   14201 DALLAS PKWAY
                                                   DALLAS, TX 75254

                                                   PERSHING
                                                   SECURITIES CORPORATION                  5.38%
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399
---------------------------------------------------------------------------------------------------



                                       34






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree Europe High-Yielding Equity Fund        ML SFKPG                               29.35%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   MSC RETAIL                             13.89%
                                                   MORGAN STANLEY RETAIL
                                                   HARBOURSIDE FINANCIAL CENTER
                                                   PLAZA 3, 1ST FLOOR
                                                   JERSEY CITY NJ 07311

                                                   CHARLES SCHWAB                          8.76%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   NFS LLC                                 8.56%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   PERSHING                                6.68%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   FIRST CLEAR                             5.07%
                                                   10700 WHEAT FIRST DRIVE, WS 1024
                                                   GLEN ALLEN VA 23060
---------------------------------------------------------------------------------------------------

WisdomTree Europe SmallCap Dividend Fund           FIRST CLEAR                            14.86%
                                                   10700 WHEAT FIRST DRIVE, WS 1024
                                                   GLEN ALLEN VA 23060

                                                   NFS LLC                                12.58%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   ML SFKPG                               11.73%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   CHARLES SCHWAB                         10.51%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   GOLDMAN LP                              8.08%
                                                   30 HUDSON STREET
                                                   JERSEY CITY NJ 07302

                                                   PERSHING                                6.42%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399
---------------------------------------------------------------------------------------------------



                                       35






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree Japan Total Dividend Fund               GOLDMAN                                10.88%
                                                   30 HUDSON STREET
                                                   JERSEY CITY NJ 07302

                                                   CHARLES SCHWAB                         10.78%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   MSC RETAIL                              9.51%
                                                   MORGAN STANLEY RETAIL
                                                   HARBOURSIDE FINANCIAL CENTER
                                                   PLAZA 3, 1ST FLOOR
                                                   JERSEY CITY NJ 07311

                                                   GOLDMAN                                 8.52%
                                                   30 HUDSON STREET
                                                   JERSEY CITY NJ 07302

                                                   NBCN INC                                7.58%

                                                   ML SFKPG                                7.23%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   NFS LLC                                 6.42%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   PERSHING                                6.03%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399
---------------------------------------------------------------------------------------------------

WisdomTree Japan High-Yielding Equity Fund         CHARLES SCHWAB                         16.06%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   PERSHING                               12.40%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   NFS LLC                                12.25%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   ML SFKPG                               12.11%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   GOLDMAN SKPG                           11.88%
                                                   30 HUDSON STREET
                                                   JERSEY CITY NJ 07302

                                                   FIRST CLEAR                             6.06%
                                                   10700 WHEAT FIRST DRIVE, WS 1024
                                                   GLEN ALLEN VA 23060
---------------------------------------------------------------------------------------------------

WisdomTree Japan SmallCap Dividend Fund            ML SFKPG                               39.20%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   CHARLES SCHWAB                         12.81%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   CITIGROUP                               8.72%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   NFS LLC                                 6.46%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281
---------------------------------------------------------------------------------------------------



                                       36






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree Dividend Top 100 Fund                   NFS LLC                                14.73%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   ML SFKPG                              10.921%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   CITIGROUP                              10.19%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   BROWN BROS                              6.56%
                                                   140 BROADWAY
                                                   NEW YORK, NEW YORK 10005

                                                   PERSHING                                5.04%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399
---------------------------------------------------------------------------------------------------

WisdomTree LargeCap Dividend Fund                  PNC BANK                               20.97%
                                                   2600 LIBERTY AVENUE
                                                   PITTSBURGH, PENNSYLVANIA 15222

                                                   CHARLES SCHWAB                         20.54%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   MERRILL LYNCH                           6.98%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   NFS LLC                                 6.27%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   FIRST CLEAR                             5.37%
                                                   10700 WHEAT FIRST DRIVE, WS 1024
                                                   GLEN ALLEN VA 23060

                                                   MSC RETAIL                              5.03%
                                                   MORGAN STANLEY RETAIL
                                                   HARBOURSIDE FINANCIAL CENTER
                                                   PLAZA 3, 1ST FLOOR
                                                   JERSEY CITY NJ 07311
---------------------------------------------------------------------------------------------------

WisdomTree MidCap Dividend Fund                    CHARLES SCHWAB                         16.18%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   CITIGROUP                              16.17%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   NFS LLC                                10.80%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   FIRST CLEAR                             5.81%
                                                   10700 WHEAT FIRST DRIVE, WS 1024
                                                   GLEN ALLEN VA 23060

                                                   UBS FINANCIAL                           5.50%
                                                   1200 HARBOR BLVD
                                                   WEEHAWKEN NJ 07086
---------------------------------------------------------------------------------------------------



                                       37






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree SmallCap Dividend Fund                  CHARLES SCHWAB                         19.10%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   CITIGROUP                              15.08%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   NFS LLC                                14.86%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   ML SFKPG                                7.76%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   FIRST CLEAR                             6.70%
                                                   10700 WHEAT FIRST DRIVE, WS 1024
                                                   GLEN ALLEN VA 23060

                                                   PERSHING                                5.89%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399
---------------------------------------------------------------------------------------------------

WisdomTree International LargeCap Dividend Fund    ML SFKPG                               24.46%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   WILMING TRUST                          15.69%
                                                   RODNEY SQUARE NORTH
                                                   1100 NORTH MARKET STREET
                                                   WILMINGTON DE 19890-2212

                                                   CHARLES SCHWAB                          9.44%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   CITIGROUP                               7.59%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   NFS LLC                                 7.33%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281
---------------------------------------------------------------------------------------------------



                                       38






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree International Dividend Top 100 Fund     CHARLES SCHWAB
                                                   ATTN PROXY DEPARTMENT                  17.46%
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   NFS LLC                                12.23%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   ML SFKPG                               11.63%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   FIRST CLEAR                             5.25%
                                                   10700 WHEAT FIRST DRIVE, WS 1024
                                                   GLEN ALLEN VA 23060

                                                   PERSHING                                8.02%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   CITIGROUP                               6.70%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001
---------------------------------------------------------------------------------------------------

WisdomTree International MidCap Dividend Fund      CHARLES SCHWAB                         27.34%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   NFS LLC                                11.95%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   CITIGROUP                              11.12%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   FIRST CLEAR                             5.87%
                                                   10700 WHEAT FIRST DRIVE, WS 1024
                                                   GLEN ALLEN VA 23060

                                                   5TH-3RD BANK                            5.75%
                                                   FIFTH THIRD CENTER
                                                   CINCINNATI, OH 45263-0828
---------------------------------------------------------------------------------------------------

WisdomTree International SmallCap Dividend Fund    CHARLES SCHWAB                         22.47%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   NFS LLC                                14.98%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   FIDELITY TRUST                         11.66%
                                                   82 DEVONSHIRE ST.
                                                   BOSTON, MA 02109

                                                   PERSHING                                8.65%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   ML SFKPG                                5.19%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302
---------------------------------------------------------------------------------------------------



                                       39






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree International Basic Materials
Sector Fund                                        NFS LLC                                13.76%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   ML SFKPG                               13.54%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   CHARLES SCHWAB                         12.47%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   CITIGROUP                              10.79%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   FIRST CLEAR                             9.32%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060

                                                   PERSHING                                5.86%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   AMERITRADE                              5.26%
                                                   C/O ADP PROXY SERVICES
                                                   51 MERCEDES WAY
                                                   EDGEWOOD NY 11717
---------------------------------------------------------------------------------------------------

WisdomTree International Communications
Sector Fund                                        JP MORGAN CHASE BANK NA                29.59%
                                                   PROXY SERVICES
                                                   14201 DALLAS PKWAY
                                                   DALLAS, TX 75254

                                                   BEAR STEARNS                           11.64%
                                                   ONE METROTECH CENTER NORTH
                                                   4TH FLOOR
                                                   BROOKLYN NY 11201-3862

                                                   GOLDMAN SKPG                           11.64%
                                                   30 HUDSON STREET
                                                   JERSEY CITY NJ 07302

                                                   ML SFKPG                               10.21%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302
---------------------------------------------------------------------------------------------------

WisdomTree International Consumer
Discretionary Sector Fund                          ML SFKPG                               28.73%
                                                   101 HUDSON ST, 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   FIRST CLEAR                            16.04%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060

                                                   MSC RETAIL                             15.03%
                                                   MORGAN STANLEY RETAIL
                                                   HARBOURSIDE FINANCIAL CENTER
                                                   PLAZA 3, 1ST FLOOR
                                                   JERSEY CITY NJ 07311


                                                   CITIGROUP                               7.23%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001
---------------------------------------------------------------------------------------------------



                                       40






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree International Consumer Staples
Sector Fund                                        ML SFKPG                               25.01%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   BEAR STEARNS                           16.97%
                                                   ONE METROTECH CENTER NORTH
                                                   4TH FLOOR
                                                   BROOKLYN NY 11201-3862

                                                   CITIGROUP                               9.44%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   GOLDMAN LP                              7.61%
                                                   30 HUDSON STREET
                                                   JERSEY CITY NJ 07302

                                                   FIRST CLEAR                             7.41%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060

                                                   NFS LLC                                 5.14%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281
---------------------------------------------------------------------------------------------------

WisdomTree International Energy Sector Fund        ML SFKPG                               23.47%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   CHARLES SCHWAB                         11.79%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   NFS LLC                                 9.38%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   CITIGROUP                               9.34%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   GOLDMAN LP                              7.28%
                                                   30 HUDSON STREET
                                                   JERSEY CITY NJ 07302

                                                   FIRST CLEAR                             5.21%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060
---------------------------------------------------------------------------------------------------



                                       41






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree International Financial Sector Fund     CHARLES SCHWAB                         17.57%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   NFS LLC                                14.60%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   CITIGROUP                               8.33%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   BROWN BROS                              6.90%
                                                   140 BROADWAY
                                                   NEW YORK, NEW YORK 10005

                                                   ML SFKPG                                6.14%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302
---------------------------------------------------------------------------------------------------

WisdomTree International Industrial Sector Fund    ML SFKPG                               23.46%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   UBS FINANCIAL                          20.05%
                                                   1200 HARBOR BLVD
                                                   WEEHAWKEN NJ 07086

                                                   GOLDMAN LP                              9.84%
                                                   30 HUDSON STREET
                                                   JERSEY CITY NJ 07302

                                                   CITIGROUP                               9.55%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   CHARLES SCHWAB
                                                   ATTN PROXY DEPARTMENT                   7.83%
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   FIRST CLEAR                             6.19%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060
---------------------------------------------------------------------------------------------------

WisdomTree International Technology Sector Fund    ML SFKPG                               29.07%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   GOLDMAN LP                             17.01%
                                                   30 HUDSON STREET
                                                   JERSEY CITY NJ 07302

                                                   FIRST CLEAR                             7.30%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060

                                                   CHARLES SCHWAB                          6.36%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   CITIGROUP                               6.30%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001
---------------------------------------------------------------------------------------------------



                                       42






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree International Utilities Sector Fund     ML SFKPG                               14.80%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   CITIGROUP                              11.84%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   NFS LLC                                10.42%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   CHARLES SCHWAB                          9.15%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   PERSHING                                8.57%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   GOLDMAN LP                              7.55%
                                                   30 HUDSON STREET
                                                   JERSEY CITY NJ 07302

                                                   FIRST CLEAR                             6.91%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060

                                                   BANK OF NEW YORK                        5.14%
                                                   ONE WALL STREET
                                                   NEW YORK, NY 10286
---------------------------------------------------------------------------------------------------

WisdomTree International Health Care Sector Fund   CITIGROUP                              19.25%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   FIRST CLEAR                            15.99%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060

                                                   PERSHING                               13.93%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   ML SFKPG                               10.97%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   NFS LLC                                10.10%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   CHARLES SCHWAB                          6.10%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105
---------------------------------------------------------------------------------------------------



                                       43






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree Total Earnings Fund                     BANK OF NEW YORK                       27.29%
                                                   ONE WALL STREET
                                                   NEW YORK, NY 10286

                                                   PERSHING                               20.89%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   NFS LLC                                 9.88%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   TIMBER HIL                              5.80%
                                                   1 PICKWICK PLAZA
                                                   GREENWICH CT 06830

                                                   CHARLES SCHWAB                          5.53%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   MSC RETAIL                              5.21%
                                                   MORGAN STANLEY RETAIL
                                                   HARBOURSIDE FINANCIAL CENTER
                                                   PLAZA 3, 1ST FLOOR
                                                   JERSEY CITY NJ 07311


                                                   ML SFKPG                                5.04%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302
---------------------------------------------------------------------------------------------------

WisdomTree Earnings 500 Fund                       CHARLES SCHWAB                         42.11%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   NFS LLC                                10.24%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

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

WisdomTree MidCap Earnings Fund                    CHARLES SCHWAB                         46.27%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   NFS LLC                                11.28%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   TIMBER HIL                             10.52%
                                                   1 PICKWICK PLAZA
                                                   GREENWICH CT 06830

                                                   CITIGROUP                               6.99%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   FIRST CLEAR                             5.51%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060
---------------------------------------------------------------------------------------------------



                                       44






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree SmallCap Earnings Fund                  BONY SPDR                              19.65%
                                                   ONE WALL STREET
                                                   NEW YORK, NY 10286

                                                   NFS LLC                                15.27%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   FIRST CLEAR                            12.33%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060

                                                   CITIGROUP                              11.16%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   CHARLES SCHWAB                          9.74%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   PERSHING                                9.29%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399
---------------------------------------------------------------------------------------------------

WisdomTree Earnings Top 100 Fund                   NFS LLC                                21.02%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   ML SFKPG                               12.75%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   PERSHING                               11.39%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   FIRST CLEAR                             8.78%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060

                                                   BANK OF NEW YORK                        7.74%
                                                   ONE WALL STREET
                                                   NEW YORK, NY 10286
---------------------------------------------------------------------------------------------------



                                       45






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree Low P/E Fund                            NFS LLC                                15.70%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   PERSHING                               15.41%
                                                   SECURITIES CORPORATION
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   CHARLES SCHWAB                          8.48%
                                                   ATTN PROXY DEPARTMENT
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   CITIGROUP                               7.86%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   FIRST CLEAR                             7.80%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060
---------------------------------------------------------------------------------------------------

WisdomTree International Real Estate Fund          NFS LLC                                11.88%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   ML SFKPG                               10.71%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   FIDELITY TRUST                          9.85%
                                                   82 DEVONSHIRE ST.
                                                   BOSTON, MA 02109

                                                   AMERITRADE                              7.98%
                                                   C/O ADP PROXY SERVICES
                                                   51 MERCEDES WAY
                                                   EDGEWOOD NY 11717

                                                   PERSHING                                6.97%
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 0739
---------------------------------------------------------------------------------------------------

WisdomTree Emerging Markets High-Yielding
Equity Fund                                        PERSHING                               16.34%
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399

                                                   NFS LLC                                14.07%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   CHS SCHWAB                             10.64%
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   FISERV TR                               7.13%
                                                   717 - 17TH STREET
                                                   SUITE 2600
                                                   DENVER CO 80202

                                                   AMERITRADE                              6.86%
                                                   C/O ADP PROXY SERVICES
                                                   51 MERCEDES WAY
                                                   EDGEWOOD NY 11717
---------------------------------------------------------------------------------------------------



                                       46






                                                                                      Percentage of
Name                                               DTC Participant Name                 Ownership
------------------------------------------------   --------------------------------   -------------
                                                                                
WisdomTree Emerging Markets SmallCap
Dividend Fund                                      CHS SCHWAB                             16.74%
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   NFS LLC                                12.92%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   MERRIL LYNCH                           10.77%
                                                   101 HUDSON ST 9TH FL
                                                   JERSEY CITY NJ 07302

                                                   UBS FINANCIAL                           7.86%
                                                   1200 HARBOR BLVD
                                                   WEEHAWKEN NJ 07086

                                                   CITIGROUP                               7.40%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   PERSHING                                7.08%
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399
---------------------------------------------------------------------------------------------------

WisdomTree India Earnings Fund                     NFS LLC                                16.28%
                                                   200 LIBERTY STREET
                                                   NEW YORK CITY NY 10281

                                                   CHS SCHWAB                             13.46%
                                                   211 MAIN STREET
                                                   SAN FRANCISCO CA 94105

                                                   FIRST CLEAR                             8.09%
                                                   10700 WHEAT FIRST DRIVE
                                                   WS 1024
                                                   GLEN ALLEN VA 23060

                                                   CITIGROUP                               7.58%
                                                   333 W. 34TH STREET
                                                   NEW YORK NY 10001

                                                   AMERITRADE                              6.53%
                                                   C/O ADP PROXY SERVICES
                                                   51 MERCEDES WAY
                                                   EDGEWOOD NY 11717

                                                   PERSHING                                5.42%
                                                   1 PERSHING PLAZA
                                                   JERSEY CITY NJ 07399
---------------------------------------------------------------------------------------------------

WisdomTree Middle East Dividend Fund*                                                       N/A
---------------------------------------------------------------------------------------------------


*     Information  is not  presented  for  this  Fund  as it had  not  commenced
      operations as of June 30, 2008.


                                       47



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  is  a  Delaware
corporation  registered as an investment  adviser under the Investment  Advisers
Act of 1940, as amended (the  "Advisers  Act"),  and has offices  located at 380
Madison Avenue, 21st Floor, New York, NY 10017.

Under the Investment Advisory Agreement, WisdomTree Asset Management has overall
responsibility  for the  general  management  and  administration  of the Trust.
WisdomTree  Asset  Management  provides  an  investment  program  for each Fund.
WisdomTree  Asset  Management also arranges for  sub-advisory,  transfer agency,
custody,  fund  administration and all other  non-distribution  related services
necessary for the Funds to operate.

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


Name of Fund                                                     Management Fee
-----------------------------------------------------------      ---------------
WisdomTree 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 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 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     Advisory Fee
                                                               Commencement    Period Ended     Period Ended
Name                                                          of Operations   March 31, 2007   March 31, 2008
-----------------------------------------------------------   -------------   --------------   --------------
                                                                                      
WisdomTree Total Dividend Fund                                   6/16/06      $   113,719      $   269,768
-------------------------------------------------------------------------------------------------------------
WisdomTree High-Yielding Equity Fund                             6/16/06          295,809          736,971
-------------------------------------------------------------------------------------------------------------
WisdomTree DEFA Fund                                             6/16/06          199,673        1,415,559
-------------------------------------------------------------------------------------------------------------
WisdomTree DEFA High-Yielding Equity Fund                        6/16/06          317,496        1,445,109
-------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan High-Yielding Equity Fund            6/16/06          160,899          584,781
-------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan Total Dividend Fund                  6/16/06          105,496          774,010
-------------------------------------------------------------------------------------------------------------
WisdomTree Europe Total Dividend Fund                            6/16/06           67,833          237,566
-------------------------------------------------------------------------------------------------------------
WisdomTree Europe High-Yielding Equity Fund                      6/16/06          122,153          312,747
-------------------------------------------------------------------------------------------------------------
WisdomTree Europe SmallCap Dividend Fund                         6/16/06          221,137          595,194
-------------------------------------------------------------------------------------------------------------
WisdomTree Japan Total Dividend Fund                             6/16/06          103,330          214,941
-------------------------------------------------------------------------------------------------------------
WisdomTree Japan High-Yielding Equity Fund                       6/16/06          133,841          304,862
-------------------------------------------------------------------------------------------------------------
WisdomTree Japan SmallCap Dividend Fund                          6/16/06          128,531          465,970
-------------------------------------------------------------------------------------------------------------
WisdomTree Dividend Top 100 Fund                                 6/16/06          233,421          773,212
-------------------------------------------------------------------------------------------------------------
WisdomTree LargeCap Dividend Fund                                6/16/06          326,902          887,614
-------------------------------------------------------------------------------------------------------------
WisdomTree MidCap Dividend Fund                                  6/16/06          103,769          373,656
-------------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Dividend Fund                                6/16/06          152,022          410,425
-------------------------------------------------------------------------------------------------------------
WisdomTree International LargeCap Dividend Fund                  6/16/06          156,254          688,454
-------------------------------------------------------------------------------------------------------------
WisdomTree International Dividend Top 100 Fund                   6/16/06          469,927        2,391,354
-------------------------------------------------------------------------------------------------------------
WisdomTree International MidCap Dividend Fund                    6/16/06          230,677        1,481,831
-------------------------------------------------------------------------------------------------------------
WisdomTree International SmallCap Dividend Fund                  6/16/06          398,322        3,016,342
-------------------------------------------------------------------------------------------------------------
WisdomTree International Basic Materials Sector Fund            10/13/06           15,338          480,261
-------------------------------------------------------------------------------------------------------------
WisdomTree International Communications Sector Fund             10/13/06           32,387          172,291
-------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Discretionary Sector Fund     10/13/06           15,129           34,905
-------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Staples Sector Fund           10/13/06           42,549          153,549
-------------------------------------------------------------------------------------------------------------
WisdomTree International Energy Sector Fund                     10/13/06           41,504          250,529
-------------------------------------------------------------------------------------------------------------
WisdomTree International Financial Sector Fund                  10/13/06           16,936          127,465
-------------------------------------------------------------------------------------------------------------
WisdomTree International Industrial Sector Fund                 10/13/06           26,520          253,102
-------------------------------------------------------------------------------------------------------------
WisdomTree International Technology Sector Fund                 10/13/06           13,947           61,828
-------------------------------------------------------------------------------------------------------------
WisdomTree International Utilities Sector Fund                  10/13/06           46,704          295,876
-------------------------------------------------------------------------------------------------------------
WisdomTree International Health Care Sector Fund                10/13/06           41,870          137,305
-------------------------------------------------------------------------------------------------------------
WisdomTree Total Earnings Fund                                   2/23/07            6,912           48,010
-------------------------------------------------------------------------------------------------------------
WisdomTree Earnings 500 Fund                                     2/23/07            5,511          108,747
-------------------------------------------------------------------------------------------------------------
WisdomTree MidCap Earnings Fund                                  2/23/07            1,867           83,454
-------------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Earnings Fund                                2/23/07            3,386           58,025
-------------------------------------------------------------------------------------------------------------
WisdomTree Earnings Top 100 Fund                                 2/23/07            9,423           59,796
-------------------------------------------------------------------------------------------------------------
WisdomTree Low P/E Fund                                          2/23/07            9,375           88,570
-------------------------------------------------------------------------------------------------------------
WisdomTree International Real Estate Fund                         6/5/07              N/A          336,686
-------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets High-Yielding Equity Fund            7/13/07              N/A          474,220
-------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets SmallCap Dividend Fund              10/30/07              N/A           90,419
-------------------------------------------------------------------------------------------------------------
WisdomTree India Earnings Fund                                   2/22/08              N/A           66,315
-------------------------------------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund                             7/16/08              N/A              N/A
-------------------------------------------------------------------------------------------------------------



                                       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. Mellon Capital, a registered investment adviser, with its principal
office is  located at 50  Fremont  Street,  San  Francisco,  CA 94105  serves as
Sub-Adviser  for  each  Fund.  As of  June  30,  2008,  Mellon  Capital  managed
approximately  $204 billion for  institutions.  Mellon Capital is a wholly-owned
indirect  subsidiary  of The Bank of New York  Mellon  Corporation,  a  publicly
traded financial holding company.  The Sub-Adviser chooses each Fund's portfolio
investments and places orders to buy and sell the Fund's portfolio  investments.
WisdomTree  Asset  Management pays the  Sub-Adviser  for providing  sub-advisory
services to the Funds as describer 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:

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

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

      o     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:

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

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

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

      o     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 Mellon Capital.  Mellon Capital does not receive
any additional compensation for sub-advising the Portfolio.


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




                                                                               Sub-Advisory     Sub-Advisory
                                                                                   Fee              Fee
                                                               Commencement    Period Ended     Period Ended
Name                                                          of Operations   March 31, 2007   March 31, 2008
-----------------------------------------------------------   -------------   --------------   --------------
                                                                                      
WisdomTree Total Dividend Fund                                   6/16/06      $     7,575      $    42,632
-------------------------------------------------------------------------------------------------------------
WisdomTree High-Yielding Equity Fund                             6/16/06           17,145           66,149
-------------------------------------------------------------------------------------------------------------
WisdomTree DEFA Fund                                             6/16/06           19,410          190,007
-------------------------------------------------------------------------------------------------------------
WisdomTree DEFA High-Yielding Equity Fund                        6/16/06           26,790          114,145
-------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan Total Dividend Fund                  6/16/06           14,521           70,182
-------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan High-Yielding Equity Fund            6/16/06           14,521           32,778
-------------------------------------------------------------------------------------------------------------
WisdomTree Europe Total Dividend Fund                            6/16/06           14,521           20,591
-------------------------------------------------------------------------------------------------------------
WisdomTree Europe High-Yielding Equity Fund                      6/16/06           14,521           22,294
-------------------------------------------------------------------------------------------------------------
WisdomTree Europe SmallCap Dividend Fund                         6/16/06           18,790           23,821
-------------------------------------------------------------------------------------------------------------
WisdomTree Japan Total Dividend Fund                             6/16/06           14,521           18,055
-------------------------------------------------------------------------------------------------------------
WisdomTree Japan High-Yielding Equity Fund                       6/16/06           14,521           14,304
-------------------------------------------------------------------------------------------------------------
WisdomTree Japan SmallCap Dividend Fund                          6/16/06           14,521           40,086
-------------------------------------------------------------------------------------------------------------
WisdomTree Dividend Top 100 Fund                                 6/16/06           14,028           82,845
-------------------------------------------------------------------------------------------------------------
WisdomTree LargeCap Dividend Fund                                6/16/06           23,512          139,253
-------------------------------------------------------------------------------------------------------------
WisdomTree MidCap Dividend Fund                                  6/16/06            7,260           44,167
-------------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Dividend Fund                                6/16/06            8,914           40,086
-------------------------------------------------------------------------------------------------------------
WisdomTree International LargeCap Dividend Fund                  6/16/06           14,521           73,537
-------------------------------------------------------------------------------------------------------------
WisdomTree International Dividend Top 100 Fund                   6/16/06           40,587          190,877
-------------------------------------------------------------------------------------------------------------
WisdomTree International MidCap Dividend Fund                    6/16/06           18,258          104,110
-------------------------------------------------------------------------------------------------------------
WisdomTree International SmallCap Dividend Fund                  6/16/06           36,444          228,956
-------------------------------------------------------------------------------------------------------------
WisdomTree International Basic Materials Sector Fund            10/13/06              N/A           43,055
-------------------------------------------------------------------------------------------------------------
WisdomTree International Communications Sector Fund             10/13/06              N/A           14,783
-------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Discretionary Sector Fund     10/13/06              N/A            2,510
-------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Staples Sector Fund           10/13/06              N/A           18,626
-------------------------------------------------------------------------------------------------------------
WisdomTree International Energy Sector Fund                     10/13/06              N/A           24,706
-------------------------------------------------------------------------------------------------------------
WisdomTree International Financial Sector Fund                  10/13/06              N/A            9,033
-------------------------------------------------------------------------------------------------------------
WisdomTree International Industrial Sector Fund                 10/13/06              N/A           25,880
-------------------------------------------------------------------------------------------------------------
WisdomTree International Technology Sector Fund                 10/13/06              N/A           11,096
-------------------------------------------------------------------------------------------------------------
WisdomTree International Utilities Sector Fund                  10/13/06              N/A           47,409
-------------------------------------------------------------------------------------------------------------
WisdomTree International Health Care Sector Fund                10/13/06              N/A           14,331
-------------------------------------------------------------------------------------------------------------
WisdomTree Total Earnings Fund                                   2/23/07              N/A            7,692
-------------------------------------------------------------------------------------------------------------
WisdomTree Earnings 500 Fund                                     2/23/07              N/A           26,642
-------------------------------------------------------------------------------------------------------------
WisdomTree MidCap Earnings Fund                                  2/23/07              N/A           12,215
-------------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Earnings Fund                                2/23/07              N/A            8,983
-------------------------------------------------------------------------------------------------------------
WisdomTree Earnings Top 100 Fund                                 2/23/07              N/A            6,576
-------------------------------------------------------------------------------------------------------------
WisdomTree Low P/E Fund                                          2/23/07              N/A           11,685
-------------------------------------------------------------------------------------------------------------
WisdomTree International Real Estate Fund                         6/5/07              N/A           51,882
-------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets High-Yielding Equity Fund            7/13/07              N/A           76,075
-------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets SmallCap Dividend Fund              10/30/07              N/A           21,226
-------------------------------------------------------------------------------------------------------------
WisdomTree India Earnings Fund                                   2/22/08              N/A           51,882
-------------------------------------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund                             7/16/08              N/A              N/A
-------------------------------------------------------------------------------------------------------------


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

Portfolio  Manager.  Each fund is  managed  by  Mellon  Capital's  Equity  Index
Stategies  portfolio  management  team.  The  individual  members  of  the  team
responsible  for the  day-to-day  management of the Fund's  portfolio are Denise
Krisko and Steven Wetter.

Including the WisdomTree  ETFs, as of June 30, 2008,  the Index Fund  Management
team  managed   ninety  eight  other   registered   investment   companies  with
approximately  $6.34  billion in  assets;  one pooled  investment  vehicle  with
approximately  $0.13  billion in assets and twenty  forty  other  accounts  with
approximately $4.32 billion in assets.


                                       51



Portfolio Manager Fund Ownership


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

                                                      Dollar Range of Securities
      Portfolio Manager                                  Beneficially Owned
      -----------------                               --------------------------
      Steve Wetter                                              None
      Denise Krisko                                             None

Portfolio Manager Compensation

As of June 30,  2008,  the  Sub-Adviser's  portfolio  managers  responsible  for
managing the Funds are generally  eligible for  compensation  consisting of base
salary,   bonus,  and  payments  under  Mellon  Capital's   long-term  incentive
compensation  program. All compensation is paid by Mellon Capital and not by the
Funds.  The same  methodology  described  below is used to  determine  portfolio
manager  compensation  with respect to the  management of mutual funds and other
accounts.

Portfolio  managers are also eligible for the standard  retirement  benefits and
health and welfare benefits available to all Mellon Capital  employees.  Certain
portfolio  managers may be eligible for  additional  retirement  benefits  under
several  supplemental  retirement  plans that Mellon Capital provides to restore
dollar-for-dollar  the benefits of management  employees  that had been cut back
solely as a result  of  certain  limits  due to the tax  laws.  These  plans are
structured to provide the same  retirement  benefits as the standard  retirement
benefits.  In addition,  portfolio managers whose  compensation  exceeds certain
limits may elect to defer a portion of their salary  and/or bonus under The Bank
of New York Mellon Corporation deferred compensation plan.

A portfolio manager's base salary is determined by the manager's  experience and
performance in the role, taking into account the ongoing compensation  benchmark
analyses. A portfolio manager's base salary is generally a fixed amount that may
change as a result of an annual review, upon assumption of new duties, or when a
market adjustment of the position occurs.

A portfolio manager's bonus is determined by a number of factors.  One factor is
gross  performance of the 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. Additional factors include
the  overall  financial  performance  of the  company,  the  performance  of all
accounts  (relative  to  expectations)  for  which  the  portfolio  manager  has
responsibility,   the  portfolio  manager's   contributions  to  the  investment
management   functions  within  the  sub-asset   class,   contributions  to  the
development of other investment  professionals and supporting staff, and overall
contributions to strategic planning and decisions for the investment  management
group. The target bonus is expressed as a percentage of base salary.  The actual
bonus  paid may be more or less  than the  target  bonus,  based on how well the
manager  satisfies the objectives  stated above.  The bonus is paid on an annual
basis.

Under the long-term incentive  compensation program,  certain portfolio managers
are  eligible  to  receive  a payment  from the  company's  long-term  incentive
compensation plan based on their years of service, job level and, if applicable,
management  responsibilities.  Each year,  a portion  of the  firm's  profits is
allocated to the long-term  incentive  compensation award. The annual awards are
paid after three years.

Description of Material Conflicts of Interest

Because the portfolio managers manage multiple  portfolios for multiple clients,
the potential for conflicts of interest exists. Each portfolio manager generally
manages portfolios having  substantially the same investment style as the Funds.
However,  the portfolios  managed by a portfolio  manager may not have portfolio
compositions  identical to those of the Funds managed by the  portfolio  manager
due, for example,  to specific  investment  limitations or guidelines present in
some portfolios or accounts, but not others. The portfolio managers may purchase
securities for one portfolio and not another  portfolio,  and the performance of
securities  purchased  for one  portfolio  may  vary  from  the  performance  of
securities  purchased  for  other  portfolios.  A  portfolio  manager  may place
transactions  on  behalf  of other  accounts  that are  directly  or  indirectly
contrary to investment  decisions made on behalf of the Fund, or make investment
decisions that are similar to those made for the Fund, both of which


                                       52




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  advisory  fees  paid by the Fund,  which  can cause  potential
conflicts in the allocation of investment opportunities between the Fund and the
other accounts.  However, the compensation structure for portfolio managers does
not generally  provide  incentive to favor one account over another because that
part of a manager's  bonus based on performance is not based on the  performance
of one  account  to the  exclusion  of  others.  There  are many  other  factors
considered in determining the portfolio  manager's bonus and there is no formula
that  is  applied  to  weight  the  factors  listed  (see  "Portfolio   Managers
Compensation).  In addition,  current trading practices do not allow sub-adviser
to  intentionally  favor one  portfolio  over  another as trades are executed as
trade orders are received.  Portfolio's  rebalancing  dates also  generally vary
between fund families.  Program trades created from the portfolio  rebalance are
executed at market on close.

Code of Ethics. The Trust, WisdomTree Asset Management,  the Sub-Adviser and the
Funds'  distributor  have each  adopted a Codes of Ethic  pursuant to Rule 17j-1
under the 1940 Act. The Codes of Ethics permit personnel subject to the Codes of
Ethics to invest in securities for their personal investment  accounts,  subject
to certain  limitations,  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  Mellon
("BNYM")  serves as  administrator,  custodian and transfer agent for the Funds.
BNYM's principal address is One Wall Street, New York, New York 10286. Under the
Fund  Administration  and  Accounting  Agreement  with the Trust,  BNYM provides
necessary   administrative,   legal,  tax,  accounting  services  and  financial
reporting  for the  maintenance  and  operations  of the Trust and each Fund. In
addition,  BNYM makes  available  the office  space,  equipment,  personnel  and
facilities  required to provide such services.  Under the custody agreement with
the Trust, BNYM 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.  BNYM is  required,  upon the order of the Trust,  to
deliver securities held by BNYM and to make payments for securities purchased by
the Trust for each Fund. Also, under a Delegation Agreement,  BNYM 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, BNYM 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, BNYM 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 BNYM.

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


                                       53



For the following periods the Administrator received the following fees:




                                                                              Administration   Administration
                                                                                Fee for the      Fee for the
                                                               Commencement    Period Ended     Period Ended
Name                                                          of Operations   March 31, 2007   March 31, 2008
-----------------------------------------------------------   -------------   --------------   --------------
                                                                                      
WisdomTree Total Dividend Fund                                   6/16/06      $    11,551      $     9,245
-------------------------------------------------------------------------------------------------------------
WisdomTree High-Yielding Equity Fund                             6/16/06           22,767           20,776
-------------------------------------------------------------------------------------------------------------
WisdomTree DEFA Fund                                             6/16/06           11,928           16,115
-------------------------------------------------------------------------------------------------------------
WisdomTree DEFA High-Yielding Equity Fund                        6/16/06           16,262           20,244
-------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan High-Yielding Equity Fund            6/16/06            8,506            9,325
-------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan Total Dividend Fund                  6/16/06            7,025            9,936
-------------------------------------------------------------------------------------------------------------
WisdomTree Europe Total Dividend Fund                            6/16/06            4,082            3,646
-------------------------------------------------------------------------------------------------------------
WisdomTree Europe High-Yielding Equity Fund                      6/16/06            5,941            4,749
-------------------------------------------------------------------------------------------------------------
WisdomTree Europe SmallCap Dividend Fund                         6/16/06           12,071            4,438
-------------------------------------------------------------------------------------------------------------
WisdomTree Japan Total Dividend Fund                             6/16/06            6,561            8,030
-------------------------------------------------------------------------------------------------------------
WisdomTree Japan High-Yielding Equity Fund                       6/16/06            7,612           19,184
-------------------------------------------------------------------------------------------------------------
WisdomTree Japan SmallCap Dividend Fund                          6/16/06            7,484           32,549
-------------------------------------------------------------------------------------------------------------
WisdomTree Dividend Top 100 Fund                                 6/16/06           18,472            8,714
-------------------------------------------------------------------------------------------------------------
WisdomTree LargeCap Dividend Fund                                6/16/06           34,785           10,986
-------------------------------------------------------------------------------------------------------------
WisdomTree MidCap Dividend Fund                                  6/16/06            7,931            8,432
-------------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Dividend Fund                                6/16/06           11,785           13,415
-------------------------------------------------------------------------------------------------------------
WisdomTree International LargeCap Dividend Fund                  6/16/06            9,781            9,623
-------------------------------------------------------------------------------------------------------------
WisdomTree International Dividend Top 100 Fund                   6/16/06           24,454           30,023
-------------------------------------------------------------------------------------------------------------
WisdomTree International MidCap Dividend Fund                    6/16/06           12,087           22,603
-------------------------------------------------------------------------------------------------------------
WisdomTree International SmallCap Dividend Fund                  6/16/06           21,693           39,457
-------------------------------------------------------------------------------------------------------------
WisdomTree International Basic Materials Sector Fund            10/13/06              698            3,368
-------------------------------------------------------------------------------------------------------------
WisdomTree International Communications Sector Fund             10/13/06            1,705            2,283
-------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Discretionary Sector Fund     10/13/06              686              739
-------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Staples Sector Fund           10/13/06            1,962            2,193
-------------------------------------------------------------------------------------------------------------
WisdomTree International Energy Sector Fund                     10/13/06            1,992            2,239
-------------------------------------------------------------------------------------------------------------
WisdomTree International Financial Sector Fund                  10/13/06              964            2,209
-------------------------------------------------------------------------------------------------------------
WisdomTree International Industrial Sector Fund                 10/13/06            1,384            2,587
-------------------------------------------------------------------------------------------------------------
WisdomTree International Technology Sector Fund                 10/13/06              627              659
-------------------------------------------------------------------------------------------------------------
WisdomTree International Utilities Sector Fund                  10/13/06            2,345            2,302
-------------------------------------------------------------------------------------------------------------
WisdomTree International Health Care Sector Fund                10/13/06            1,917            2,095
-------------------------------------------------------------------------------------------------------------
WisdomTree Total Earnings Fund                                   2/23/07              552            2,043
-------------------------------------------------------------------------------------------------------------
WisdomTree Earnings 500 Fund                                     2/23/07              440            2,063
-------------------------------------------------------------------------------------------------------------
WisdomTree MidCap Earnings Fund                                  2/23/07              110              713
-------------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Earnings Fund                                2/23/07              237            1,090
-------------------------------------------------------------------------------------------------------------
WisdomTree Earnings Top 100 Fund                                 2/23/07              556            2,152
-------------------------------------------------------------------------------------------------------------
WisdomTree Low P/E Fund                                          2/23/07              553            2,138
-------------------------------------------------------------------------------------------------------------
WisdomTree International Real Estate Fund                         6/5/07              N/A              N/A
-------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets High-Yielding Equity Fund            7/13/07              N/A              N/A
-------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets SmallCap Dividend Fund              10/30/07              N/A              N/A
-------------------------------------------------------------------------------------------------------------
WisdomTree India Earnings Fund                                   2/22/08              N/A              N/A
-------------------------------------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund                             7/16/08              N/A              N/A
-------------------------------------------------------------------------------------------------------------


Distributor. The principal address of ALPS Distributors,  Inc. 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 Financial
Industry Regulatory Authority ("FINRA").  The Distributor is not affiliated with
WisdomTree Investments, WisdomTree Asset Management, nor any stock exchange.


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

                                       54



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 for the
fiscal years ended March 31, 2007 and 2008.



                                                                 Commissions Paid       Commissions Paid
                                                              for Fiscal Year Ended   for Fiscal Year Ended
Name                                                              March 31, 2007         March 31, 2008
-----------------------------------------------------------   ---------------------   ---------------------
                                                                                
WisdomTree Total Dividend Fund                                       $ 3,648               $  5,192
-----------------------------------------------------------------------------------------------------------
WisdomTree High-Yielding Equity Fund                                   7,502                 15,509
-----------------------------------------------------------------------------------------------------------
WisdomTree DEFA Fund                                                   6,687                 24,215
-----------------------------------------------------------------------------------------------------------
WisdomTree DEFA High-Yielding Equity Fund                             14,180                 32,649
-----------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan High-Yielding Equity Fund                  2,670                 15,584
-----------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan Total Dividend Fund                        6,681                 21,337
-----------------------------------------------------------------------------------------------------------
WisdomTree Europe Total Dividend Fund                                  4,498                  6,111
-----------------------------------------------------------------------------------------------------------
WisdomTree Europe High-Yielding Equity Fund                            6,629                 11,126
-----------------------------------------------------------------------------------------------------------
WisdomTree Europe SmallCap Dividend Fund                              30,281                 19,507
-----------------------------------------------------------------------------------------------------------
WisdomTree Japan Total Dividend Fund                                   1,752                    585
-----------------------------------------------------------------------------------------------------------
WisdomTree Japan High-Yielding Equity Fund                             1,968                  7,316
-----------------------------------------------------------------------------------------------------------
WisdomTree Japan SmallCap Dividend Fund                                8,864                  3,033
-----------------------------------------------------------------------------------------------------------
WisdomTree Dividend Top 100 Fund                                       7,919                 10,982
-----------------------------------------------------------------------------------------------------------
WisdomTree LargeCap Dividend Fund                                      9,823                 11,925
-----------------------------------------------------------------------------------------------------------
WisdomTree MidCap Dividend Fund                                        2,679                 15,032
-----------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Dividend Fund                                      8,570                 32,394
-----------------------------------------------------------------------------------------------------------
WisdomTree International LargeCap Dividend Fund                        4,068                 17,368
-----------------------------------------------------------------------------------------------------------
WisdomTree International Dividend Top 100 Fund                         8,459                 84,742
-----------------------------------------------------------------------------------------------------------
WisdomTree International MidCap Dividend Fund                         33,778                 42,786
-----------------------------------------------------------------------------------------------------------
WisdomTree International SmallCap Dividend Fund                       49,713                 80,563
-----------------------------------------------------------------------------------------------------------
WisdomTree International Basic Materials Sector Fund                      23                  8,127
-----------------------------------------------------------------------------------------------------------
WisdomTree International Communications Sector Fund                       56                  5,988
-----------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Discretionary Sector Fund              136                  1,478
-----------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Staples Sector Fund                    393                  1,934
-----------------------------------------------------------------------------------------------------------
WisdomTree International Energy Sector Fund                              169                  5,659
-----------------------------------------------------------------------------------------------------------
WisdomTree International Financial Sector Fund                           528                  2,781
-----------------------------------------------------------------------------------------------------------
WisdomTree International Industrial Sector Fund                          120                  3,989
-----------------------------------------------------------------------------------------------------------
WisdomTree International Technology Sector Fund                           90                  1,143
-----------------------------------------------------------------------------------------------------------
WisdomTree International Utilities Sector Fund                           225                  6,027
-----------------------------------------------------------------------------------------------------------
WisdomTree International Health Care Sector Fund                         364                    896
-----------------------------------------------------------------------------------------------------------
WisdomTree Total Earnings Fund                                           263                  1,067
-----------------------------------------------------------------------------------------------------------
WisdomTree Earnings 500 Fund                                              43                  1,538
-----------------------------------------------------------------------------------------------------------
WisdomTree MidCap Earnings Fund                                            2                  5,476
-----------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Earnings Fund                                         11                  5,339
-----------------------------------------------------------------------------------------------------------
WisdomTree Earnings Top 100 Fund                                         135                    935
-----------------------------------------------------------------------------------------------------------
WisdomTree Low P/E Fund                                                  109                  2,450
-----------------------------------------------------------------------------------------------------------
WisdomTree International Real Estate Fund                                N/A                 10,462
-----------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets High-Yielding Equity Fund                    N/A                 97,204
-----------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets SmallCap Dividend Fund                       N/A                 22,943
-----------------------------------------------------------------------------------------------------------
WisdomTree India Earnings Fund                                           N/A                172,783
-----------------------------------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund                                     N/A                    N/A
-----------------------------------------------------------------------------------------------------------



                                       56



Affiliated Brokers


During  the  fiscal  year  ended  March  31,  2008,  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, 2008, 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, 2008.



                                                                         Aggregate Value of
                                                                           Holdings as of
Fund                                    Name of Broker or Dealer           March 31, 2008
-------------------------------------   ------------------------------   ------------------
                                                                   
WisdomTree Total Dividend Fund
                                        BEAR STEARNS & CO., INC.            $     5,822
                                        CITIGROUP, INC.                       2,549,964
                                        GOLDMAN SACHS GROUP, INC.               142,897
                                        LEHMAN BROTHERS HOLDINGS, INC.           67,150
                                        MERRILL LYNCH & CO., INC.               290,924
-------------------------------------------------------------------------------------------
WisdomTree High-Yielding Equity Fund
                                        CITIGROUP, INC.                     $ 8,974,850
-------------------------------------------------------------------------------------------
WisdomTree LargeCap Dividend Fund
                                        BEAR STEARNS & CO., INC.            $    25,889
                                        CITIGROUP, INC.                      10,638,242
                                        GOLDMAN SACHS GROUP, INC.               584,323
                                        LEHMAN BROTHERS HOLDINGS, INC.          271,497
                                        MERRILL LYNCH & CO., INC.             1,205,823
-------------------------------------------------------------------------------------------
WisdomTree Dividend Top 100 Fund
                                        CITIGROUP, INC.                     $ 2,313,746
-------------------------------------------------------------------------------------------
WisdomTree Total Earnings Fund
                                        BEAR STEARNS & CO., INC.            $     3,881
                                        CITIGROUP, INC.                         231,614
                                        GOLDMAN SACHS GROUP, INC.               170,514
                                        LEHMAN BROTHERS HOLDINGS, INC.           49,196
                                        MERRILL LYNCH & CO., INC.                40,251
-------------------------------------------------------------------------------------------
WisdomTree Earnings 500 Fund
                                        BEAR STEARNS & CO., INC.            $    15,672
                                        CITIGROUP, INC.                         942,758
                                        GOLDMAN SACHS GROUP, INC.               699,929
                                        LEHMAN BROTHERS HOLDINGS, INC.          197,234
                                        MERRILL LYNCH & CO., INC.               167,686
-------------------------------------------------------------------------------------------
WisdomTree Earnings Top 100 Fund
                                        BEAR STEARNS & CO., INC.            $    31,575
                                        CITIGROUP, INC.                         131,947
                                        GOLDMAN SACHS GROUP, INC.               176,306
                                        LEHMAN BROTHERS HOLDINGS, INC.          137,273
-------------------------------------------------------------------------------------------
WisdomTree Low P/E Fund
                                        BEAR STEARNS & CO., INC.            $    13,029
                                        CITIGROUP, INC.                         779,410
                                        GOLDMAN SACHS GROUP, INC.               574,730
                                        LEHMAN BROTHERS HOLDINGS, INC.          164,938
-------------------------------------------------------------------------------------------



                                       57






                                                                                                Aggregate Value of
                                                                                                  Holdings as of
Fund                                               Name of Broker or Dealer                       March 31, 2008
------------------------------------------------   ------------------------------------------   ------------------
                                                                                          
WisdomTree Europe SmallCap Dividend Fund
                                                   AWD HOLDINGS AG                                 $   408,884
                                                   BRIT INSURANCE HOLDINGS PLC                         416,083
                                                   D. CARNEGIE AB                                      527,914
                                                   F&C ASSET MANAGEMENT PLC                            580,037
                                                   JARDINE LLOYD THOMPSON GROUP PLC                    440,096
------------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan Total Dividend Fund
                                                   AUSTRALIA & NEW ZEALAND BANKING GROUP LTD.      $ 4,964,141
                                                   COMMONWEALTH BANK OF AUSTRALIA                    6,604,139
                                                   HANG SENG BANK LTD.                               3,597,735
                                                   NATIONAL AUSTRALIA BANK LTD.                      5,651,953
                                                   WESTPAC BANKING CORP.                             5,200,060
------------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan High-Yielding Equity Fund
                                                   AUSTRALIA & NEW ZEALAND BANKING GROUP LTD.      $ 4,246,556
                                                   COMMONWEALTH BANK OF AUSTRALIA                    4,573,998
                                                   HANG SENG BANK LTD                                3,498,037
                                                   NATIONAL AUSTRALIA BANK LTD.                      4,020,505
                                                   WESTPAC BANKING CORP.                             4,828,678
------------------------------------------------------------------------------------------------------------------
WisdomTree International Dividend Top 100 Fund
                                                   BANCA INTESA SPA                                $ 8,359,196
                                                   COMMONWEALTH BANK OF AUSTRALIA                    5,840,965
                                                   DNB NOR ASA                                       6,296,199
                                                   LLOYDS TSB GROUP PLC                              6,504,190
                                                   WESTPAC BANKING CORP.                             6,271,017
------------------------------------------------------------------------------------------------------------------
WisdomTree International MidCap Dividend Fund
                                                   ALLEANZA ASSICURAZIONI SPA                      $ 1,709,706
                                                   BANK OF EAST ASIA LTD.                              913,673
                                                   HONGKONG EXCHANGES AND CLEARING LTD.             11,427,554
                                                   INSURANCE AUSTRALIA GROUP LTD.                    1,316,920
                                                   TRYGVESTA AS                                      1,371,208
------------------------------------------------------------------------------------------------------------------
WisdomTree International SmallCap Dividend Fund
                                                   BENDIGO BANK LTD.                               $ 2,535,513
                                                   D. CARNEGE & CO. AB                               2,440,677
                                                   F&C ASSET MANAGEMENT PLC                          2,313,230
                                                   JARDINE LLOYD THOMPSON GROUP PLC                  2,375,671
                                                   WING LUNG BANK LTD.                               4,093,326
------------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets High-Yielding Equity Fund
                                                   BANK LEUMI LE-ISREAL                            $ 1,969,587
                                                   KOOKMIN BANK BM                                   2,462,246
                                                   MALAYAN BANKING BHD                               2,236,337
                                                   MEGA FINANCIAL HOLDINGS CO., LTD                  1,921,065
                                                   PUBLIC BANK BHD                                   2,018,915
------------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets SmallCap Dividend Fund
                                                   AFRICAN BANK INVESTMENTS LTD.                   $   616,589
                                                   DISCOUNT INVESTMENT CORP.                           653,151
                                                   IDB DEVELOPMENT CORP. LTD.                        1,441,525
                                                   IDB HOLDING CORP. LTD.                              791,218
                                                   METROPOLITAN HOLDINGS LTD.                          445,158
------------------------------------------------------------------------------------------------------------------
WisdomTree International Real Estate Fund
                                                   KENEDIX, INC.                                   $    54,152
------------------------------------------------------------------------------------------------------------------



                                       58



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 for the
fiscal years ended March 31, 2007 and 2008.



                                                              Portfolio Turnover Rate   Portfolio Turnover Rate
                                                              for Fiscal Year Ended      for Fiscal Year Ended
Name                                                             March 31, 2007             March 31, 2008
-----------------------------------------------------------   -----------------------   -----------------------
                                                                                  
WisdomTree Total Dividend Fund                                           12%                        10%
---------------------------------------------------------------------------------------------------------------
WisdomTree High-Yielding Equity Fund                                     11                         19
---------------------------------------------------------------------------------------------------------------
WisdomTree DEFA Fund                                                     11                         10
---------------------------------------------------------------------------------------------------------------
WisdomTree DEFA High-Yielding Equity Fund                                19                         16
---------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan High-Yielding Equity Fund                     7                         16
---------------------------------------------------------------------------------------------------------------
WisdomTree Pacific ex-Japan Total Dividend Fund                          21                         12
---------------------------------------------------------------------------------------------------------------
WisdomTree Europe Total Dividend Fund                                    24                         15
---------------------------------------------------------------------------------------------------------------
WisdomTree Europe High-Yielding Equity Fund                              24                         21
---------------------------------------------------------------------------------------------------------------
WisdomTree Europe SmallCap Dividend Fund                                 47                         22
---------------------------------------------------------------------------------------------------------------
WisdomTree Japan Total Dividend Fund                                      6                          1
---------------------------------------------------------------------------------------------------------------
WisdomTree Japan High-Yielding Equity Fund                                6                          1
---------------------------------------------------------------------------------------------------------------
WisdomTree Japan SmallCap Dividend Fund                                  25                          3
---------------------------------------------------------------------------------------------------------------
WisdomTree Dividend Top 100 Fund                                         21                         16
---------------------------------------------------------------------------------------------------------------
WisdomTree LargeCap Dividend Fund                                        13                          8
---------------------------------------------------------------------------------------------------------------
WisdomTree MidCap Dividend Fund                                          12                         30
---------------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Dividend Fund                                        16                         34
---------------------------------------------------------------------------------------------------------------
WisdomTree International LargeCap Dividend Fund                           8                         15
---------------------------------------------------------------------------------------------------------------
WisdomTree International Dividend Top 100 Fund                            8                         24
---------------------------------------------------------------------------------------------------------------
WisdomTree International MidCap Dividend Fund                            44                         18
---------------------------------------------------------------------------------------------------------------
WisdomTree International SmallCap Dividend Fund                          39                         17
---------------------------------------------------------------------------------------------------------------
WisdomTree International Basic Materials Sector Fund                      0*                        11
---------------------------------------------------------------------------------------------------------------
WisdomTree International Communications Sector Fund                       0*                        19
---------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Discretionary Sector Fund               3                         21
---------------------------------------------------------------------------------------------------------------
WisdomTree International Consumer Staples Sector Fund                     2                          8
---------------------------------------------------------------------------------------------------------------
WisdomTree International Energy Sector Fund                               1                         13
---------------------------------------------------------------------------------------------------------------
WisdomTree International Financial Sector Fund                            5                         15
---------------------------------------------------------------------------------------------------------------
WisdomTree International Industrial Sector Fund                           1                         11
---------------------------------------------------------------------------------------------------------------
WisdomTree International Technology Sector Fund                           2                         14
---------------------------------------------------------------------------------------------------------------
WisdomTree International Utilities Sector Fund                            1                         13
---------------------------------------------------------------------------------------------------------------
WisdomTree International Health Care Sector Fund                          3                          4
---------------------------------------------------------------------------------------------------------------
WisdomTree Total Earnings Fund                                            1                         11
---------------------------------------------------------------------------------------------------------------
WisdomTree Earnings 500 Fund                                              1                          8
---------------------------------------------------------------------------------------------------------------
WisdomTree MidCap Earnings Fund                                           0*                        45
---------------------------------------------------------------------------------------------------------------
WisdomTree SmallCap Earnings Fund                                         0*                        37
---------------------------------------------------------------------------------------------------------------
WisdomTree Earnings Top 100 Fund                                          2                         13
---------------------------------------------------------------------------------------------------------------
WisdomTree Low P/E Fund                                                   1                         20
---------------------------------------------------------------------------------------------------------------
WisdomTree International Real Estate Fund                               N/A                         15
---------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets High-Yielding Equity Fund                   N/A                          3
---------------------------------------------------------------------------------------------------------------
WisdomTree Emerging Markets SmallCap Dividend Fund                      N/A                          6
---------------------------------------------------------------------------------------------------------------
WisdomTree India Earnings Fund                                          N/A                          0*
---------------------------------------------------------------------------------------------------------------
WisdomTree Middle East Dividend Fund**                                  N/A                        N/A
---------------------------------------------------------------------------------------------------------------


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

**    Information  is not  presented  for  this  Fund  as it had  not  commenced
      operations as of March 31, 2008.


                                       59



Additional Information Concerning the Trust


Shares.  The Trust was established as a Delaware statutory trust on December 15,
2005. The Trust  currently is comprised of 49 Funds.  Each Fund issues shares of
beneficial  interest,  with $0.001 par value. The Board may designate additional
Funds. The Trust is registered with the SEC as an open-end management investment
company.


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

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

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

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

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

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

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

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

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

                                       60



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

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

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

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

Creation & Redemption of Creation Unit Aggregations

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

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

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

The Cash Component is sometimes also referred to as the "Balancing  Amount." The
Cash Component serves the function of compensating  for any differences  between
the NAV per Creation Unit Aggregation and the Deposit Amount (as defined below).
The Cash Component is an amount equal to the  difference  between the NAV of the
shares (per Creation Unit  Aggregation)  and the "Deposit  Amount,"  which is an
amount equal to the market value

                                       61




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 tax 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") (as 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 India Earnings Fund and the Middle
East Dividend Fund use a different  process.  Purchase  Orders for Creation Unit
Aggregations  of Shares of the India  Earnings Fund and the Middle East Dividend
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,  if accepted,  will receive the next Business  Day's net asset value per
Creation

                                       62



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 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 NYSE is open)  ("T+3").  In
certain cases Authorized Participants will create and redeem


                                       63



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 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

                                       64



the relevant Business Day.  However,  when a relevant local market is closed due
to local market holidays,  the local market settlement process will not commence
until the end of the local holiday  period.  Settlement must occur by 2:00 p.m.,
Eastern time, on the contractual settlement date.

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

To the extent  contemplated by the applicable  Participant  Agreement,  Creation
Unit  Aggregations  of  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. 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 India Earnings Fund and the Middle East Dividend
Fund to be paid in cash.

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.

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

                                       65



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                7,000             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
---------------------------------------------------------------------------------------------



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

                                       66



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.
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.

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

                                       67



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.

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 India Earnings Fund
and Middle East Dividend Fund in cash.

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

                                       68



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

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

                                       69



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

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

                                       70




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

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


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

                                       71



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

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

                                       72




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


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

----------
*     Dubai Financial Market only. Regular working day in Abu Dubai.


Taxes


The following  discussion of certain U.S.  federal  income tax  consequences  of
investing  in the Funds is based on the Code,  U.S.  Treasury  regulations,  and
other  applicable  authority,  all as in effect as of the date of the  filing of
this  SAI.   These   authorities   are  subject  to  change  by  legislative  or
administrative   action,   possibly  with  retroactive   effect.  The  following
discussion is only a summary of some of the important  U.S.  federal  income tax
considerations  generally  applicable to investments in the Funds.  There may be
other tax  considerations  applicable to particular  shareholders.  Shareholders
should consult their own tax advisors  regarding their particular  situation and
the possible application of foreign, state, and local tax laws.

Qualification as a Regulated Investment Company. Each Fund intends to elect to
be treated and qualify each year as a RIC under Subchapter M of the Code. In
order to qualify for the special tax treatment accorded RICs and their
shareholders, each Fund must, among other things:

      (a) derive at least 90% of its gross income each year from (i)  dividends,
      interest,  payments with respect to securities loans,  gains from the sale
      or other  disposition  of stock or  securities or foreign  currencies,  or
      other income (including but not limited to gains from options,  futures or
      forward  contracts)  derived  with respect to its business of investing in
      such stock,  securities or  currencies,  and (ii) net income  derived from
      interests in "qualified publicly traded partnerships" (as defined below);

      (b)  diversify  its  holdings so that,  at the end of each  quarter of its
      taxable  year,  (i) at least  50% of the  market  value of a Fund's  total
      assets  consists  of cash  and cash  items,  U.S.  government  securities,
      securities of other RICs and other  securities,  with  investments in such
      other  securities  limited with respect to any one issuer to an amount not
      greater than 5% of the value of a Fund's total assets and not greater than
      10% of the outstanding voting securities of such issuer, and (ii) not more
      than 25% of the  value of a Fund's  total  assets is  invested  in (x) the
      securities (other than those of the U.S.  government or other RICs) of any
      one issuer or two or more issuers that are  controlled  by a Fund and that
      are engaged in the same,  similar or related  trades or  businesses or (y)
      the securities of one or more qualified publicly traded partnerships; and

      (c)  distribute  with  respect  to each  taxable  year at least 90% of its
      investment  company  taxable  income  (as that term is defined in the Code
      without  regard to the deduction for  dividends  paid - generally  taxable
      ordinary  income and the excess,  if any, of net short-term  capital gains
      over net long-term capital losses) and net tax-exempt interest income.

In general, for purposes of the 90% of gross income requirement described in (a)
above,  income derived from a partnership  will be treated as qualifying  income
only to the  extent  such  income  is  attributable  to items of  income  of the
partnership  that would be  qualifying  income if  realized  directly by a Fund.
However,  100% of the  net  income  derived  from an  interest  in a  "qualified
publicly traded  partnership"  (generally,  a partnership (x) interests in which
are traded on an  established  securities  market or are  readily  tradable on a
secondary  market or the  substantial  equivalent  thereof,  (y) that derives at
least 90% of its  income  from the  passive  income  sources  specified  in Code
section  7704(d),  and (z) that  derives  less than 90% of its  income  from the
qualifying income described in (a)(i) of


                                       73




the prior paragraph) will be treated as qualifying income. In addition, although
in general the passive  loss rules of the Code do not apply to RICs,  such rules
do  apply to a RIC  with  respect  to items  attributable  to an  interest  in a
qualified publicly traded partnership.

Taxation  of the  Funds.  If a Fund  qualifies  as a RIC,  that Fund will not be
subject to federal  income  tax on income  and gains that are  distributed  in a
timely manner to its shareholders in the form of dividends.

If a Fund fails to qualify  for any  taxable  year as a RIC,  all of its taxable
income  (including  its net capital  gains) will be subject to tax at  corporate
income tax rates without any deduction for  distributions to  shareholders,  and
all distributions from earnings and profits,  including any distributions of net
long-term  capital  gains  and  net  tax-exempt  income,  would  be  taxable  to
shareholders  as  dividend  income.  In  addition,  a Fund could be  required to
recognize  unrealized  gains,  pay  substantial  taxes  and  interest  and  make
substantial  distributions before requalifying as a RIC that is accorded special
tax treatment.

Each  Fund  intends  to  distribute  at  least  annually  to  its   shareholders
substantially  all of its investment  company taxable income and its net capital
gains.  Investment  company  taxable  income  that is retained by a Fund will be
subject to tax at regular  corporate  rates.  If a Fund  retains any net capital
gain,  that gain will be subject  to tax at  corporate  rates,  but the Fund may
designate the retained amount as undistributed  capital gains in a notice to its
shareholders  who (i) will be required  to include in income for federal  income
tax  purposes,  as long-term  capital gain,  their shares of such  undistributed
amount,  and (ii) will be entitled to credit their  proportionate  shares of the
tax paid by the Fund on such  undistributed  amount against their federal income
tax  liabilities,  if any,  and to claim  refunds on a  properly-filed  U.S. tax
return to the extent the credit exceeds such liabilities. For federal income tax
purposes,  the tax basis of shares owned by a  shareholder  of that Fund will be
increased  by  an  amount  equal  to  the  difference   between  the  amount  of
undistributed  capital gains included in the shareholder's  gross income and the
tax deemed paid by the shareholder under clause (ii) of the preceding sentence.

If a Fund fails to distribute in a calendar year an amount at least equal to the
sum of 98% of its ordinary  income for such year and 98% of its capital gain net
income for the one-year period ending October 31 of such year, plus any retained
amount  from the prior  year,  the Fund will be  subject to a  nondeductible  4%
excise  tax on the  undistributed  amount.  For these  purposes,  a Fund will be
treated  as  having  distributed  any  amount  on which it has been  subject  to
corporate  income tax for the taxable year ending  within the  calendar  year. A
dividend paid to  shareholders  in January of a year generally is deemed to have
been paid by a Fund on December 31 of the  preceding  year if the  dividend  was
declared and payable to shareholders  of record on a date in October,  November,
or  December  of that  preceding  year.  Each Fund  intends to  declare  and pay
dividends and  distributions  in the amounts and at the times necessary to avoid
the application of the 4% excise tax, although there can be no assurance that it
will be able to do so.

Fund Distributions.  Distributions are taxable whether shareholders receive them
in cash or reinvest them in additional  shares.  Moreover,  distributions on the
Funds' shares are generally subject to federal income tax as described herein to
the extent they do not exceed the Funds' realized income and gains,  even though
such  dividends  and  distributions  may  economically  represent  a return of a
particular shareholder's  investment.  Such distributions are likely to occur in
respect of shares  purchased  at a time when a Fund's net asset  value  reflects
gains that are either unrealized, or realized but not distributed. Such realized
gains may be required to be distributed  even when a Fund's net asset value also
reflects unrealized losses.

Distributions  by the  Funds of  investment  income  are  generally  taxable  as
ordinary  income.  Taxes on distributions of capital gains are determined by how
long a Fund owned the investments  that generated  those gains,  rather than how
long a  shareholder  has  owned  his or her Fund  shares.  Distributions  of net
capital  gains from the sale of  investments  that the Funds owned for more than
one year and that are properly designated by the Funds as capital gain dividends
("Capital  Gain  Dividends")  will  be  taxable  as  long-term   capital  gains.
Distributions from capital gains are generally made after applying any available
capital loss carryovers.  Long-term capital gain rates applicable to individuals
have been temporarily reduced - in general, to 15%, with lower rates applying to
taxpayers in the 10% and 15% rate brackets - for taxable years beginning  before
January 1, 2011.  Distributions  of gains from the sale of investments  that the
Fund owned for one year or less will be taxable as ordinary income.

In determining  its net capital gain for Capital Gain Dividend  purposes,  a RIC
generally  must treat any net capital  loss or any net  long-term  capital  loss
incurred after October 31 as if it had been incurred in the succeeding year.


                                       74




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

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

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

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

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

If a Fund makes  distributions  to a shareholder in excess of the Fund's current
and   accumulated   earnings  and  profits  in  any  taxable  year,  the  excess
distribution  will be  treated  as a return  of  capital  to the  extent  of the
shareholder's tax basis in its shares,  and thereafter as capital gain. A return
of capital is not taxable,  but reduces a shareholder's tax basis in its shares,
thus  reducing  any  loss  or  increasing  any  gain  on  a  subsequent  taxable
disposition by the shareholder of its shares.

Sale or Exchange  of Shares.  A sale or exchange of shares in the Funds may give
rise to a gain or loss.  In general,  any gain or loss  realized  upon a taxable
disposition  of shares will be treated as long-term  capital gain or loss if the
shares  have been held for more than 12 months.  Otherwise,  the gain or loss on
the taxable disposition of shares


                                       75




will be treated as short-term capital gain or loss.  However,  any loss realized
upon a taxable disposition of shares held for six months or less will be treated
as long-term,  rather than  short-term,  to the extent of any long-term  capital
gain distributions received (or deemed received) by the shareholder with respect
to the shares. All or a portion of any loss realized upon a taxable  disposition
of shares will be disallowed if other  substantially  identical shares of a Fund
are purchased  within 30 days before or after the  disposition.  In such a case,
the  basis of the  newly  purchased  shares  will be  adjusted  to  reflect  the
disallowed loss.

Backup  Withholding.  The Funds (or financial  intermediaries,  such as brokers,
through  which a  shareholder  holds Fund  shares)  generally  are  required  to
withhold  and  to  remit  to the  U.S.  Treasury  a  percentage  of the  taxable
distributions and sale or redemption  proceeds paid to any shareholder who fails
to  properly  furnish  a  correct  taxpayer   identification   number,  who  has
under-reported dividend or interest income, or who fails to certify that he, she
or it is not subject to such withholding. The backup withholding tax rate is 28%
for amounts paid through 2010. This rate will expire and the backup  withholding
rate will be 31% for amounts  paid after  December  31,  2010,  unless  Congress
enacts legislation providing otherwise.

Federal Tax Treatment of Certain Fund Investments.  Transactions of the Funds in
options,  futures  contracts,  hedging  transactions,  forward  contracts,  swap
agreements,  participation certificates, straddles and foreign currencies may be
subject to various  special  and complex  tax rules,  including  mark-to-market,
constructive sale,  straddle,  wash sale and short sale rules. These rules could
affect  whether  gains and losses  recognized  by a Fund are treated as ordinary
income or capital gain, accelerate the recognition of income to a Fund, or defer
a Fund's ability to recognize losses. These rules may in turn affect the amount,
timing or character of the income distributed to shareholders by a Fund.

Foreign  Investments.  Income  received by a Fund from  sources  within  foreign
countries (including,  for example, dividends or interest on stock or securities
of non-U.S.  issuers) may be subject to  withholding  and other taxes imposed by
such countries.  Tax treaties  between such countries and the U.S. may reduce or
eliminate such taxes.  If as of the end of a Fund's taxable year more than 50% a
Fund's assets consist of the securities of foreign  corporations,  that Fund may
elect to permit  shareholders to claim a credit or deduction on their income tax
returns for their pro rata portions of qualified  taxes paid by that Fund during
that taxable year to foreign countries in respect of foreign securities the Fund
has held for at least the minimum period  specified in the Code. In such a case,
shareholders  will include in gross income from foreign  sources  their pro rata
shares of such taxes. A  shareholder's  ability to claim a foreign tax credit or
deduction  in respect of foreign  taxes paid by a Fund may be subject to certain
limitations imposed by the Code, which may result in the shareholder not getting
a full credit or deduction for the amount of such taxes. Shareholders who do not
itemize  on their  federal  income  tax  returns  may claim a credit,  but not a
deduction, for such foreign taxes.

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

Additional  Tax  Information  Concerning  REITs.  Each Fund may invest in REITs.
Investments  in  REIT  equity  securities  may  require  a Fund  to  accrue  and
distribute  income not yet  received.  To generate  sufficient  cash to make the
requisite  distributions,  a Fund  may be  required  to sell  securities  in its
portfolio (including when it is not


                                       76




advantageous  to do so) that it otherwise would have continued to hold. A Fund's
investments  in REIT equity  securities  may at other  times  result in a Fund's
receipt of cash in excess of the REIT's earnings;  if a Fund  distributes  these
amounts,  these  distributions  could  constitute  a return of  capital  to Fund
shareholders for federal income tax purposes.  Dividends received by a Fund from
a REIT generally will not constitute qualified dividend income.

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

Tax-Exempt  Shareholders.  Under  current  law,  income  of a RIC that  would be
treated as UBTI if earned directly by a tax-exempt  entity generally will not be
attributed  as UBTI to a  tax-exempt  entity that is a  shareholder  in the RIC.
Notwithstanding  this "blocking" effect, a tax-exempt  shareholder could realize
UBTI by virtue  of its  investment  in a Fund if shares in that Fund  constitute
debt-financed  property in the hands of the  tax-exempt  shareholder  within the
meaning of Code Section 514(b). A tax-exempt shareholder may also recognize UBTI
if a Fund  recognizes  excess  inclusion  income derived from direct or indirect
investments in REMICs or TMPs.

In addition,  special tax  consequences  apply to  charitable  remainder  trusts
("CRTs")  that invest in RICs that invest  directly  or  indirectly  in residual
interests in REMICs or TMPs. Under  legislation  enacted in December 2006, a CRT
(as  defined in Section  664 of the Code) that  realizes  any UBTI for a taxable
year must pay an excise tax annually of an amount equal to such UBTI.  Under IRS
guidance  issued in October 2006, a CRT will not  recognize  UBTI as a result of
investing in a Fund that recognizes "excess inclusion income." Rather, if at any
time  during  a  taxable  year  a  CRT  (or  one  of  certain  other  tax-exempt
shareholders, such as the United States, a state or political subdivision, or an
agency or instrumentality  thereof, and certain energy cooperatives) is a record
holder of a share in a Fund that recognizes  "excess  inclusion  income," then a
Fund will be subject to a tax on that portion of its "excess  inclusion  income"
for the  taxable  year that is  allocable  to such  shareholders  at the highest
federal corporate income tax rate. The extent to which this IRS guidance remains
applicable in light of the December 2006  legislation is unclear.  To the extent
permitted under the 1940 Act, each Fund may elect to specially allocate any such
tax  to  the  applicable  CRT,  or  other  shareholder,  and  thus  reduce  such
shareholder's distributions for the year by an amount of the tax that relates to
that shareholder's interest in a Fund. The Funds have not yet determined whether
such an  election  will be made.  CRTs are urged to consult  their tax  advisors
concerning the  consequences of investing in the Funds.  The Funds do not intend
to invest directly or indirectly in residual interests in REMICs.

Non-U.S.  Shareholders.  In general, dividends other than Capital Gain Dividends
paid by a Fund to a shareholder  that is not a "U.S.  person" within the meaning
of the Code (a "foreign  person")  are subject to  withholding  of U.S.  federal
income tax at a rate of 30% (or lower  applicable  treaty rate) even if they are
funded by income or gains (such as portfolio interest, short-term capital gains,
or  foreign-source  dividend and  interest  income)  that,  if paid to a foreign
person directly, would not be subject to withholding.

Effective  for taxable  years  beginning  before  January 1, 2008,  and assuming
certain  certification  requirements were complied with, a RIC generally was not
required to withhold any amounts (i) with respect to distributions  attributable
to U.S.-source interest income that would be treated as "portfolio interest" and
accordingly  would not be subject to U.S.  federal income tax if earned directly
by an individual  foreign person,  and (ii) with respect to distributions of net
short-term capital gains in excess of net long-term capital losses, in each case
to the extent such


                                       77




distributions  were properly  designated by the RIC. Pending  legislation  would
extend the  exemption  from  withholding  for  interest-related  and  short-term
capital gain  distributions.  At the time of this filing,  it is unclear whether
the legislation will be enacted and, if enacted,  what the term of the extension
will be. Even if such  legislation is enacted,  depending on the  circumstances,
the Funds may make such  designations with respect to all, some or none of their
potentially eligible dividends or treat such dividends,  in whole or in part, as
ineligible for this exemption from withholding.  Moreover, in the case of shares
held through an intermediary, the intermediary may withhold even if a Fund makes
a designation with respect to a payment.

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

In order  for a  foreign  investor  to  qualify  for an  exemption  from  backup
withholding,  the foreign  investor must comply with special  certification  and
filing  requirements.  Foreign  investors in the Funds should  consult their tax
advisors in this  regard.  Backup  withholding  is not an  additional  tax.  Any
amounts withheld may be credited against the  shareholder's  U.S. federal income
tax liability, provided the appropriate information is furnished to the Internal
Revenue Service.

A  beneficial  holder of shares who is a foreign  person may be subject to state
and local tax and to the U.S.  federal  estate tax in  addition  to the  federal
income tax consequences  referred to above. If a shareholder is eligible for the
benefits  of a tax  treaty,  any  effectively  connected  income  or  gain  will
generally  be  subject to U.S.  federal  income tax on a net basis only if it is
also attributable to a permanent establishment  maintained by the shareholder in
the United States.

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

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

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

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

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


                                       78




Tax  Shelter  Reporting  Regulations.  Under  U.S.  Treasury  regulations,  if a
shareholder  recognizes  a  loss  of  $2  million  or  more  for  an  individual
shareholder or $10 million or more for a corporate shareholder,  the shareholder
must file with the Internal Revenue Service a disclosure statement on Form 8886.
Direct shareholders of portfolio securities are in many cases excepted from this
reporting requirement, but under current guidance, shareholders of a RIC are not
excepted.  Future guidance may extend the current  exception from this reporting
requirement  to  shareholders  of  most or all  RICs.  The  fact  that a loss is
reportable under these  regulations  does not affect the legal  determination of
whether the  taxpayer's  treatment  of the loss is proper.  Shareholders  should
consult their tax advisors to determine the  applicability of these  regulations
in light of their individual circumstances.


Taxation of the India Portfolio


As discussed,  the India Earnings Fund invests in Indian securities  through the
WisdomTree  India  Investment  Portfolio,   Inc.  (the  "India  Portfolio"),   a
wholly-owned  subsidiary  organized under Mauritius law.  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  re-negotiation 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.


General Considerations. The federal income tax discussion set forth above is for
general  information  only.  Prospective  investors  should  consult  their  tax
advisors regarding the specific federal income tax consequences of


                                       79




purchasing,  holding and disposing of shares of the Funds, as well as the effect
of state, local and foreign tax law and any proposed tax law changes.


Determination of NAV


The NAV of each Fund's  shares is  calculated  each day the national  securities
exchanges  are open for trading as of the close of regular  trading on the NYSE,
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.

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.

                                       80



Financial Statements


The audited financial  statements,  including the financial highlights appearing
in the Trust's annual report to shareholders for the fiscal year ended March 31,
2008 and filed  electronically  with the SEC, 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
registered public accounting firm to the Trust.


                                       81



Part C: Other Information

Item 23. Exhibits

Exhibit             Description
Number

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

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

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

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

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

(d)(1)       Investment Advisory Agreement between the Registrant and WisdomTree
             Asset Management, Inc. dated March 21, 2006 is incorporated herein
             by reference to exhibit (d)(1) of Registrant's Post-Effective
             Amendment No. 2 filed on September 29, 2006.


(d)(2)       Investment Advisory Agreement between the Registrant (on behalf
             WisdomTree India Earnings Fund) and WisdomTree Asset Management,
             Inc. dated December 3, 2007 is incorporated herein by reference to
             exhibit (d)(5) of Registrant's Post-Effective Amendment No. 10
             filed on January 2, 2008.


(d)(3)       Investment Advisory Agreement between WisdomTree Asset Management,
             Inc. and WisdomTree India Investment Portfolio, Inc. dated February
             14, 2008 is incorporated herein by reference to exhibit (d)(7) of
             Registrant's Post-Effective Amendment No. 14 filed on April 4,
             2008.

(d)(4)       Investment Advisory Agreement Schedule dated June 25, 2008 is
             incorporated herein by reference to exhibit (d)(2) of Registrant's
             Post-Effective Amendment No. 16 filed on June 27, 2008.

(d)(5)       Investment Advisory Agreement between the Registrant (on behalf of
             the WisdomTree Middle East Dividend Fund) and WisdomTree Asset
             Management, Inc. dated June 25, 2008 is incorporated herein by
             reference to exhibit (d)(3) of Registrant's Post Effective
             Amendment No. 16 filed on June 27, 2008.

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

(d)(7)       Sub-Advisory Agreement Appendix A dated June 10, 2008 is
             incorporated herein by reference to exhibit (d)(7) of Registrant's
             Post Effective Amendment No. 16 filed on June 27, 2008.

(d)(8)       Sub-Advisory Agreement among WisdomTree Asset Management, Inc. and
             Mellon Capital Management Corporation and The Dreyfus Corporation
             on behalf of the WisdomTree Currency Funds dated March 25, 2008
             is incorporated herein by reference to exhibit (d)(6) of
             Registrant's Post-Effective Amendment No. 14 filed on April 4,
             2008.

(d)(10)      Sub-Advisory Agreement between WisdomTree Asset Management, Inc.
             and BNY Investment Advisors on behalf WisdomTree India Investment
             Portfolio, Inc. dated February 19, 2008 is incorporated herein by
             reference to exhibit (d)(8) of Registrant's Post-Effective
             Amendment No. 14 filed on April 4, 2008.


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

(e)(2)       Distribution Agreement Schedule dated July 15, 2008 is filed
             herewith.

(e)(3)       Form of Authorized Participant Agreement is incorporated herein by
             reference to exhibit (e)(2) of Registrant's Initial Registration
             Statement on Form N-1A filed on March 13, 2006.

(f)          Not applicable.

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

(g)(2)       Custody Agreement Schedule is incorporated herein by reference to
             exhibit (g)(2) of Registrant's Post-Effective Amendment No. 16
             filed on June 27, 2008.

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

(g)(4)       Foreign Custody Manager Agreement Schedule is incorporated herein
             by reference to exhibit (g)(4) of Registrant's Post-Effective
             Amendment No. 16 filed on June 27, 2008.

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

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

(h)(2)       Administration and Accounting Agreement Schedule is incorporated
             herein by reference to exhibit (h)(2) of Registrant's
             Post-Effective Amendment No. 16 filed on June 27, 2008.

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

(h)(4)       Transfer Agency and Service Agreement Schedule is incorporated
             herein by reference to exhibit (h)(4) of Registrant's
             Post-Effective Amendment No. 16 filed on June 27, 2008.

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

(h)(6)       License Agreement Schedule is incorporated herein by reference to
             exhibit (h)(6) of Registrant's Post-Effective Amendment No. 16
             filed on June 27, 2008.

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

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

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

(h)(10)      Chief Compliance Officer Services Agreement Schedule dated July 15,
             2008 is filed herewith.


(h)(11)      Index Methodology (Dividend Funds) is incorporated herein by
             reference to exhibit (h)(8)of Registrant's Post-Effective Amendment
             No. 2 filed on September 29, 2006.

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

(h)(13)      Index Methodology (Growth Funds) is incorporated herein by
             reference to exhibit (h)(12) of Registrant's Post Effective
             Amendment No. 16 filed on June 27, 2008.

(h)(14)      Amended and Restated Services Agreement between the Registrant and
             WisdomTree Asset Management, Inc. dated September 17, 2007 is filed
             herewith.

(h)(15)      Index Methodology (Currency Hedged Funds).*

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

(j)          Consent of Independent Registered Public Accounting Firm is filed
             herewith.

(k)          Not applicable.

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

(m)          None.

(n)          Not applicable.

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

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

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

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

            * To be filed by Amendment.

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

Not applicable.

Item 25.    Indemnification

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

Section 1.  LIMITATION OF LIABILITY.

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


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

Section 2. INDEMNIFICATION.

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

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

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

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

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

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

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

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


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

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

Section 6.2. Limitation of Liability.

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

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

Item 26.    Business and Other Connections of the Investment Adviser

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

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




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

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

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

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




WTAM, with the approval of the Registrant's board of trustees, selects the
sub-adviser for the funds of the Registrant. Mellon Capital Management
Corporation serves as sub-adviser for the funds.



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

                                                                         

Kurt Zyla                               Managing Director, Indexing            Division Manager
                                        and ETF Strategist

Todd Rose                               Vice President, Senior Portfolio       Portfolio Management, Index Fund Management
                                        Manager

Denise Krisko                           Managing Director, Equity Index        Head of Index Management
                                        Strategies, East Coast


Item 27.    Principal Underwriters

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

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




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

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



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


(c) Not applicable.

Item  28.  Location of Accounts and Records

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

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

(c) The sub-Advisor maintains all Records relating to its services as
sub-adviser to the Registrant at One Mellon Center, Pittsburgh, PA, 15258 and
480 Washington Boulevard, Jersey City, New Jersey 07310

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

(e) The Bank of New York maintains all Records relating to its services as
administrator, transfer agent and custodian of the Registrant at One Wall
Street, New York, New York 10286

Item 29. Management Services

Not applicable.

Item 30. Undertakings

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





                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 29th day July, 2008.


                                         WISDOMTREE TRUST
                                         (Registrant)


                                         By: /s/ Jonathan Steinberg
                                         Jonathan Steinberg
                                         President (Principal Executive Officer)

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


Signatures                     Title(s)                           Date
----------                     --------                           ----

/s/ Jonathan Steinberg         President (Principal Executive     July 29, 2008
----------------------         Officer) and Trustee
Jonathan Steinberg


/s/ Amit Muni*                 Treasurer (Principal Financial     July 29, 2008
--------------                 and Accounting Officer) and
Amit Muni                      Assistant Secretary


/s/ Gregory Barton*            Trustee                            July 29, 2008
-------------------
Gregory Barton


/s/ Toni Massaro*              Trustee                            July 29, 2008
-----------------
Toni Massaro


/s/ Victor Ugolyn*             Trustee                            July 29, 2008
------------------
Victor Ugolyn


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






                                  EXHIBIT INDEX

Exhibit                Description
-------                -----------

(e)(2)    Distribution Agreement Schedule.

(h)(10)   Chief Compliance Officer Services Agreement Schedule.

(h)(14)   Amended and Restated Services Agreement between the Registrant and
          WisdomTree Asset Management, Inc.

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

(j)       Consent of Independent Registered Public Accounting Firm to the
          Registrant.