Edgar Filing: WisdomTree Trust

As filed with the Securities and Exchange Commission on August 6, 2007

Securities Act File No. 333-132380
Investment Company Act File No. 811-21864
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. _____ |_|
Post-Effective Amendment No. 6 |X|

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Post-Effective Amendment No. 8 |X|

(Check appropriate box or boxes.)
________________________

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

48 Wall Street, 11th Floor
New York, NY 10005
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, including Area Code): 1-866-909-9973

JONATHAN STEINBERG
WISDOMTREE TRUST
48 Wall Street, 11th Floor
New York, NY 10005
(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 48 Wall Street, 11th Floor
New York, New York 10036 New York, New York 10005
Attention: Robert J. Borzone, Jr., Esq.

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

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

If appropriate, check the following box:

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

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
DATED AUGUST 6,2007

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

[WISDOMTREE(SM) LOGO]

PROSPECTUS

_______, 2007

WisdomTree(SM) Trust

WisdomTree International Dividend Funds

WisdomTree Emerging Markets SmallCap Dividend Fund

WisdomTree Israel Total 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 the New York Stock Exchange or
the American Stock Exchange, and trade at market prices. The market price for a
Fund's shares may be different from its net asset value per share ("NAV"). Each
Fund has its own CUSIP number and exchange trading symbol.

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

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A NOTE TO RETAIL INVESTORS

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

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

WisdomTree Trust

Table of Contents

Overview
Investment Objective
Principal Investment Strategies
Principal Risk Factors Common to All Funds
Portfolio Holdings Information
WisdomTree Emerging Markets SmallCap Dividend Fund
WisdomTree Israel Total Dividend Fund
Management
Investment Adviser
Sub-Adviser
Portfolio Managers
Administrator, Custodian and Transfer Agent
Shareholder Information
Buying and Selling Shares
Share Trading Prices
Determination of Net Asset Value
Dividends and Distributions
Book Entry
Delivery of Shareholder Documents - Householding
Frequent Purchases and Redemptions of Fund Shares
Investments by Registered Investment Companies
Taxes
Taxes on Distributions
Taxes When Fund Shares are Sold
Taxes on Creation and Redemption of Creation Units
Creation and Redemption
Authorized Participants and the Continuous Offering of Shares
Creation and Redemption Transaction Fees for Creation Units
Distribution
Additional Notices
Financial Highlights

WisdomTree Trust Prospectus 1

Overview

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

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

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

Investment Objective

Each Fund seeks investment returns that closely correspond to the price and
yield performance, before fees and expenses, of a particular index ("Index" 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 two Funds that invest in dividend-paying, non-U.S.
equity securities. Each Fund tracks a specific international stock Dividend
Index created by WisdomTree Investments. Each Dividend Index is designed to
measure a specific segment of the market for 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.

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

2 WisdomTree Trust Prospectus

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

Stock Market Risk

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

Investment Style Risk

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

Interest Rate Risk

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

Investment Approach Risk

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

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.

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

Non-Diversification Risk

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

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.

4 WisdomTree Trust Prospectus

Lack of Market Liquidity

Trading of shares of a Fund on a stock exchange may be halted if exchange
officials deem such action appropriate, if the Fund is delisted, or if the
activation of marketwide "circuit breakers" halts stock trading generally. If a
Fund's shares are delisted, the Fund may seek to list its shares on another
market, merge with another ETF or traditional mutual fund, or redeem its shares
at NAV. WisdomTree Asset Management believes that, under normal market
conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.

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.

Portfolio Holdings Information

Information about each Fund's daily portfolio holdings is available at
www.wisdomtree.com.

In addition, each Fund discloses its complete portfolio holdings as of the end
of its fiscal year (March 31) and its second fiscal quarter (September 30) in
its reports to shareholders.

Each Fund files its complete portfolio holdings as of the end of its first and
third fiscal quarters (June 30 and December 31, respectively) with the SEC on
Form N-Q no later than 60 days after the relevant fiscal period.

You can find the SEC filings on the SEC's website, www.sec.gov. A summarized
description of the Funds' policies and procedures with respect to the disclosure
of each Fund's portfolio holdings is available in the Trust's Statement of
Additional Information ("SAI").

WisdomTree Trust Prospectus 5

WisdomTree Emerging Markets SmallCap Dividend Fund

Fund Facts

Cusip Number:

Exchange Trading Symbol:

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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
Argentina, Brazil, Chile, China, Czech Republic, Hungary, India, Indonesia,
Israel, Malaysia, Mexico, Philippines, Poland, Russia, South Africa, South
Korea, Taiwan, 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 annual cash
dividends paid. The Index is composed of primarily small capitalization stocks.
As of June 30, 2007, approximately 87.9% of the index consisted of companies
with a market capitalization less than $2 billion.

Primary Investment Risks

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

o Stock Market Risk. Like stock prices generally, the price, and therefore
the total return of shares of the WisdomTree Emerging Markets SmallCap
Dividend Fund, will fluctuate within a wide range, so an investor could
lose money over short or even long periods. If the value of the Fund's
investments goes down, you may lose money.

6 WisdomTree Trust Prospectus

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. All of these
factors can make foreign investments more volatile and potentially less
liquid than U.S. investments. In addition, foreign markets can perform
differently from the U.S. market due to increased risks of adverse issuer,
political, regulatory, market, and economic developments.

Emerging Markets Risk. 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 Small-Capitalization Investing. The Fund invests primarily in
small-capitalization companies. As a result, the Fund may be more volatile
than funds that invest in larger, more established companies.

o Small-capitalization companies may be less financially secure than
larger, more established mid- and large capitalization companies.

o The securities of small-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.

o 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. As a result, it may be relatively more difficult for the Fund
to buy and sell securities of small-capitalization companies.

o Small-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 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 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 Industrial Investing. The Fund generally invests a relatively large
percentage of its assets in the Industrial Sector and as such is
particularly sensitive to risks to the 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.

Performance Information

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

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

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

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

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

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

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

8 WisdomTree Trust Prospectus

Creation Transaction Fees and Redemption Transaction Fees

The Fund issues and redeems shares at NAV only in blocks of 50,000 shares or
multiples thereof. As a practical matter, only institutions or large investors
purchase or redeem these Creation Units. A standard creation transaction fee of
$___________ is charged to each purchaser of Creation Units.* The fee is a
single charge and will be the same regardless of the number of Creation Units
purchased by an investor on the same day. The approximate value of a Creation
Unit as of ___________ was $_________. An investor who holds Creation Units and
wishes to redeem at NAV would also pay a standard redemption transaction fee of
$______ on the date of such redemption(s), regardless of the number of Creation
Units redeemed that day. Investors who hold Creation Units will also pay the
annual fund operating expenses described in the table above. Assuming an
investment in a Creation Unit of $_________ and a 5% return each year, and
assuming the Fund's operating expenses remain the same, the total costs would be
$______ if the Creation Unit is redeemed after one year, $_______ if the
Creation Unit is redeemed after three years, $_______ if the Creation Unit is
redeemed after five years and $_______ if the Creation Unit is redeemed after
ten years.

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* See the Creation and Redemption Transaction Fees for Creation Units
discussion in the Shareholder Information section of this Prospectus. If a
Creation Unit is purchased or redeemed outside the usual process through
the National Securities Clearing Corporation or for cash, a variable fee
will be charged of up to four times the standard creation or redemption
transaction fee.

WisdomTree Trust Prospectus 9

WisdomTree Israel Total Dividend Fund

Fund Facts

Cusip Number:

Exchange Trading Symbol:

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WisdomTree Israel Total Dividend Fund

Investment Objective

The Fund seeks to track the price and yield performance, before fees and
expenses, of the WisdomTree Israel 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 Israel 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 Israel Dividend Index is a fundamentally weighted index that
measures the performance of dividend paying companies within Israel's stock
market. All securities for this index are selected from the WisdomTree Emerging
Markets Dividend Index. Companies must have generated at least $5 million in
dividends in the 12 months prior to the most recent Index measurement date.
Companies are weighted in the Index based on annual cash dividends paid. As of
June 30, 2007, approximately 51.6% of the Index consisted of companies with a
market capitalization less than $2 billion, and approximately 42.9% of the Index
consisted of companies with a market capitalization between $2 and $10 billion.

Primary Investment Risks

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

o Stock Market Risk. Like stock prices generally, the price, and therefore
the total return of shares of the Wisdom Tree Israel Total Dividend Fund,
will fluctuate within a wide range, so an investor could lose money over
short or even long periods. If the value of the Fund's investments goes
down, you may lose money.

o Small-capitalization companies may be less financially secure than
larger, more established mid- and large capitalization companies.

o The securities of small-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.

o Small-capitalization companies may be particularly sensitive to
changes in interest rates, borrowing costs and earnings.

10 WisdomTree Trust Prospectus

o Mid-Capitalization Investing. The Fund also invests in securities of
mid-capitalization companies.

o 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.

o 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. As a result, it may be relatively more difficult for the Fund
to buy and sell securities of mid-capitalization companies.

o Foreign Securities Risk. Foreign securities can involve additional risks
relating to political, economic, or regulatory conditions in foreign
countries. These risks include fluctuations in foreign currencies;
withholding or other taxes; trading, settlement, custodial, and other
operational risks; and, in some cases, less stringent investor protection
and disclosure standards. 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. All of these factors can make foreign
investments more volatile and potentially less liquid than U.S.
investments. In addition, foreign markets can perform differently from the
U.S. market due to increased risks of adverse issuer, political,
regulatory, market, and economic developments.

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 Investments in Israel. Investing in securities listed and traded in Israel
may be subject to additional risks. Such risks may include: (i) greater
market volatility, (ii) greater social, political, military and economic
uncertainty relating to Israel's interactions with bordering countries, and
(iii) a significant dependence on external trade with the United States and
European Union countries. Other domestic and geopolitical factors may also
have a significant impact on the Israeli economy. These and other factors
could have a negative impact on the Fund's performance.

o Financial Investing. The Fund generally invests a relatively large
percentage of its assets in the Financial Sector and as such is
particularly sensitive to risks to the 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

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 11

Fees and Expenses

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

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

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

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

Creation and Redemption Transaction Fees for Creation Units

The Fund issues and redeems shares at NAV only in blocks of 50,000 shares or
multiples thereof. As a practical matter, only institutions or large investors
purchase or redeem these Creation Units. A standard creation transaction fee of
$_____ is charged to each purchaser of Creation Units.* The fee is a single
charge and will be the same regardless of the number of Creation Units purchased
by an investor on the same day. The approximate value of a Creation Unit as of
______, 2007 was $_________. An investor who holds Creation Units and wishes to
redeem at NAV would also pay a standard redemption transaction fee of $_____ on
the date of such redemption(s), regardless of the number of Creation Units
redeemed that day. Investors who hold Creation Units will also pay the annual
fund operating expenses described in the table above. Assuming an investment in
a Creation Unit of $_________ and a 5% return each year, and assuming the Fund's
operating expenses remain the same, the total costs would be $______ if the
Creation Unit is redeemed after one year, $_______ if the Creation Unit is
redeemed after three years, $_______ if the Creation Unit is redeemed after five
years and $_________ if the Creation Unit is redeemed after ten years.

12 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 does not manage any other investment companies and has limited
experience as an investment adviser. WisdomTree Asset Management also arranges
for sub-advisory, transfer agency, custody, fund administration, and all other
non-distribution related services necessary for the Funds to operate.

Under the Investment Advisory Agreement, 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 will be available in the Trust's Annual Report to Shareholders for the
period ending __________________ 2008.

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

WisdomTree Trust Prospectus 13

Name of Fund Management Fee
--------------------------------------------------------------------------------

WisdomTree Emerging Markets SmallCap Dividend Fund __%
WisdomTree Israel Total Dividend Fund __%

WisdomTree Asset Management is a registered investment adviser with offices
located at 48 Wall Street, Suite 1100, New York, NY 10005.

Sub-Adviser

BNY Investment Advisors, a separately identifiable division of The Bank of New
York, a New York state banking corporation, serves as the sub-adviser for each
Fund (the "Sub-Adviser"). BNY Investment Advisors has its principal place of
business at 1633 Broadway, 13th Floor, New York, New York, 10019. The Bank of
New York began offering investment services in the 1830s, and as of _________
managed more that $___________ in investments for institutions and individuals.
The Bank of New York is a subsidiary of The Bank of New York Mellon Corporation.
The Sub-Adviser chooses each Fund's portfolio investments and places orders to
buy and sell the Fund's portfolio investments. WisdomTree Asset Management pays
the Sub-Adviser for providing sub-advisory services to the Funds in accordance
with the table set forth below.

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

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

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

14 WisdomTree Trust Prospectus

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

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

Portfolio Managers

Each Fund is managed by the Sub-Adviser's Index Fund Management Division. The
five most senior members are Kurt Zyla, Lloyd Buchanan, Denise Krisko, Robert
McCormack, and Todd Rose. Mr. Zyla manages this Division. Mr. Zyla, a Managing
Director of the Sub-Adviser, has supervised the Index Fund Management Division
since 1996. He joined the Sub-Adviser in 1989. Prior to his current position, he
was employed by the Sub-Adviser in a number of capacities. Mr. Buchanan has been
a Portfolio Manager in the Index Fund Management Division since January 2002.
Prior to joining the Sub-Adviser, Mr. Buchanan was a Vice President and Chief
Operating Officer of Axe Houghton Associates, Inc., an investment management
subsidiary of Hoenig Group. He joined Axe Houghton in May 1988. Ms. Krisko is a
Managing Director, CIO and Head of Index Management in the Index Fund Management
Division. Ms. Krisko joined the Sub-Adviser in August 2005. Prior to joining the
Sub-Adviser, Ms. Krisko acted as a Senior Portfolio Manager and Equity Trader
for Quantitative Equity Management at Northern Trust from January 2003 until
August 2005 and at Deutsche Asset Management from June 2000 to January 2003. Ms
Krisko also worked as a senior quantitative equity portfolio manager and trader
for The Vanguard Group. Mr. McCormack is a Senior Portfolio Manager in the Index
Fund Management Division. He is responsible for domestic indexed portfolio
management. Prior to joining the Index Fund Management Division in 1999, Mr.
McCormack was a relationship manager in the Sub-Adviser's Master Trust/Master
Custody Division, specializing in working with foundations and endowments and
other not-for-profit organizations. Mr. McCormack joined the Sub-Adviser in
1987. Mr. Rose has been a Portfolio Manager in the Index Fund Management
Division since 2000. Prior to joining the Division, Mr Rose worked in the Mutual
Funds Accounting Division in various functions. Before joining the Sub-Adviser
in 1997, Mr. Rose was a Financial Consultant at Merrill Lynch. He began his
career trading futures with Linnco Futures Group in Chicago.

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

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

Administrator, Custodian and Transfer Agent

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

Shareholder Information

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

Buying and Selling Shares

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

WisdomTree Trust Prospectus 15

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 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 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.

16 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

Since the Funds are ETFs, only a few institutional investors (known as
"Authorized Participants") are authorized to purchase and redeem shares directly
with the issuing Fund. Since frequent in-kind purchases and redemptions of
shares of a Fund do not disrupt portfolio management, increase the Funds'
trading costs, lead to realization of capital gains or otherwise harm the Fund
shareholders, the Board of Trustees has determined that it is not necessary to
adopt policies and procedures to detect and deter frequent purchases and
redemptions of Fund shares ("frequent trading"). Because these trades are
effected in-kind (i.e., for securities and not for cash), they do not cause any
of the aforementioned harmful effects that may result from frequent cash trades.

Each Fund accommodates frequent purchases and redemptions of Creation Units by
Authorized Participants and does not place a limit on purchases or redemptions
of Creation Units by these investors. Each Fund reserves the right, but does not
have the obligation, to reject any order at any time. Each Fund reserves the
right to impose restrictions on disruptive, excessive, or short-term trading.

The vast majority of trading in shares of the Funds occurs on national
securities exchanges and does not directly involve the issuance or redemption of
Fund shares. Because these trades do not involve the issuing Fund directly, they
do not cause any of the harmful effects discussed above that may result from
frequent cash trades.

WisdomTree Trust Prospectus 17

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

As with any investment, you should consider how your investment in shares of the
Funds will be taxed. The tax information in this Prospectus is provided as
general information. You should consult your own tax professional about the tax
consequences of an investment in shares of the Funds.

Unless your investment in shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA plan, 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.

Taxes on Distributions

Distributions from a Fund's net investment income (other than qualified dividend
income), including distributions out of a Fund's net short-term capital gains,
if any, and distributions of income from securities lending, are taxable to you
as ordinary income. Distributions by a Fund of net long-term capital gains in
excess of net short-term capital losses (capital gain dividends) are taxable to
you as long-term capital gains, regardless of how long you have held a Fund's
shares. Distributions by a Fund that qualify as qualified dividend income are
taxable to you at long-term capital gain rates. Under current law, the taxation
of qualified dividend income at long-term capital gain rates will no longer
apply for taxable years beginning after December 31, 2010. In order for a
distribution by the Fund to be treated as qualified dividend income, a Fund must
meet holding period and other requirements with respect to its dividend paying
stocks and you must meet holding period requirements and other requirements with
respect to the Fund's shares. In general, your distributions are subject to
federal income tax for the year when they are paid. Certain distributions paid
in January, however, may be treated as paid on December 31 of the prior year.

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

18 WisdomTree Trust Prospectus

If you are neither a resident nor a citizen of the United States or if you are a
foreign entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided, however,
that for taxable years of the Fund beginning after December 31, 2004, but not
beginning after December 31, 2007, interest related dividends and short-term
capital gain dividends generally will not be subject to such U.S. withholding
tax.

If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

Taxes When Fund Shares are Sold

Currently, any capital gain or loss realized upon a sale of Fund shares is
generally treated as a long-term gain or loss if shares have been held for more
than one year. Any capital gain or loss realized upon a sale of shares held for
one year or less is generally treated as a short-term gain or loss, except that
any capital loss on the 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 equity 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
exchanger's aggregate basis in the securities surrendered and the cash component
paid. A person who exchanges Creation Units for equity securities will generally
recognize a gain or loss equal to the difference between the exchanger's basis
in the Creation Units and the aggregate market value of the securities received
and a cash component. The Internal Revenue Service, however, may assert a loss
realized upon an exchange of securities for Creation Units cannot be deducted
currently under the rules governing "wash sales," or on the basis that there has
been no significant change in economic position. Persons exchanging securities
should consult their own tax adviser with respect to whether wash sale rules
apply and when a loss might be deductible.

Under current law, any capital gain or loss realized upon the redemption (or
creation) of Creation Units will generally be treated as long-term capital gain
or loss if the shares (or equity securities) have been held for more than one
year and otherwise as short-term capital gain or loss.

Under current federal tax law, any capital gain or loss realized upon redemption
of Creation Units is generally treated as long-term capital gain or loss if the
shares have been held for more than one year and as a short-term capital gain or
loss if the shares have been held for one year or less.

If you purchase or redeem Creation Units, you will be sent a confirmation
statement showing how many shares you purchased or sold and at what price.

The foregoing discussion summarizes some of the consequences under current
federal tax law of an investment in a Fund. It is not a substitute for personal
tax advice. You may also be subject to state and local taxation on Fund
distributions and sales of shares. Consult your personal tax adviser about the
potential tax consequences of an investment in shares of a Fund under all
applicable tax laws.

WisdomTree Trust Prospectus 19

Creation and Redemption

The shares that trade in the secondary market are "created" at NAV. Each Fund
issues and redeems shares at NAV only in large blocks of shares, typically
50,000 shares or more ("Creation Units"). These transactions are usually in
exchange for a basket of securities and an amount of cash. As a practical
matter, only institutions or large investors purchase or redeem Creation Units.
Each "creator" enters into an authorized participant agreement with the
Distributor, and deposits into the applicable Fund a portfolio of securities
closely approximating the holdings of the Fund and pays or receives a specified
amount of cash equal to the difference between the NAV of a Creation Unit and
the market value of the basket of securities ("cash component") in exchange for
a specified number of Creation Units. Each business day, prior to the opening of
trading, the Fund will designate through the National Securities Clearing
Corporation ("NSCC"), the names and number of shares of each security to be
included in that day's basket. Each Fund reserves the right to accept a basket
of securities or cash that differs from the published basket. A Fund will not
issue fractional Creation Units.

Similarly, shares can only be redeemed in a specified number of Creation Units
principally in-kind for a portfolio of securities held by the Fund and the
payment or receipt of the specified cash component. Except when aggregated in
Creation Units, shares are not redeemable by a Fund. Each Fund reserves the
right to honor a redemption request by delivering a basket of securities or cash
that differs from the published basket. The prices at which creations and
redemptions occur are based on the next calculation of NAV after an order is
received in proper form.

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

Authorized Participants and the Continuous Offering of Shares

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

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

Creation and Redemption Transaction Fees for Creation Units

Each Fund may impose a creation transaction fee and a redemption transaction fee
to offset transfer and other transaction costs associated with the issuance and
redemption of Creation Units of shares. The creation and redemption transaction
fees for creations and redemptions using the "in-kind" creation and redemption
process are listed below. The standard creation transaction fee is charged to
each purchaser on the day such purchaser creates a Creation Unit. The fee is a
single charge and will be the amount indicated below regardless of the number of
Creation Units purchased by an investor on the same day. Similarly, the standard
redemption transaction fee will be the amount indicated regardless of the number
of Creation Units

20 WisdomTree Trust Prospectus

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 ______, 2007, 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 Emerging Marekts SmallCap Dividend Fund $ _________ $______ $______
WisdomTree Israel Total Dividend Fund $ _________ $______ $______

Distribution

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

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

WisdomTree Trust Prospectus 21

Additional Notices

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

The New York Stock Exchange does not guarantee the accuracy and/or the
completeness of any Index or any data included therein. The New York Stock
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 New York Stock 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 the Emerging Markets SmallCap Dividend Index and the
WisdomTree Israel Dividend Index. S&P shall have no liability for any errors or
omissions in calculating this Index.

FINANCIAL HIGHLIGHTS

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

22 WisdomTree Trust Prospectus

The Trust's current SAI provides additional detailed information about the
Funds. The Trust has electronically filed the SAI with the SEC. It is
incorporated by reference in this Prospectus.

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

Call: 1-866-909-9473
Monday through Friday
8:00 a.m.- 8:00 p.m. (Eastern time)

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

Visit: www.wisdomtree.com

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

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

(C)2007 WisdomTree Trust
WisdomTree Funds are distributed by
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203

WisdomTree(SM) is a service mark of WisdomTree Investments, Inc.

INVESTMENT COMPANY ACT FILE NO. 811-21864

[WISDOMTREE(SM) LOGO]

WisdomTree Trust

48 Wall Street, Suite 1100

New York, NY 10005

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
DATED AUGUST 6,2007

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

STATEMENT OF ADDITIONAL INFORMATION DATED _______, 2007

WISDOMTREE(SM) 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 INTERNATIONAL DIVIDEND FUNDS

WisdomTree Emerging Markets SmallCap Dividend Fund
WisdomTree Israel Total Dividend Fund

The current Prospectus for each of WisdomTree Emerging Markets SmallCap Dividend
Fund and WisdomTree Israel Total Dividend Fund is dated [____], 200[____].
Capitalized terms used herein that are not defined have the same meaning as in
the Prospectus, unless otherwise noted. Financial Statements and Annual Reports
will be available after the Funds have completed a fiscal year of operations.

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

TABLE OF CONTENTS

General Description of the Trust and the Funds ............................
Investment Strategies and Risks ...........................................
Principal Investment Strategy ..........................................
General Risks ..........................................................
Lack of Diversification ................................................
Specific Investment Strategies .........................................
Securities Lending .....................................................
Money Market Instruments ...............................................
Repurchase Agreements ..................................................
Reverse Repurchase Agreements ..........................................
Investment Company Securities ..........................................
Real Estate Investment Trusts ..........................................
Non-U.S. Securities ....................................................
Depositary Receipts ....................................................
Currency Transactions ..................................................
Illiquid Securities ....................................................
Futures, Options and Options on Futures Contracts ......................
Risks of Futures and Options Transactions ..............................
Swap Agreements ........................................................
Tracking Stocks ........................................................
Future Developments ....................................................
Proxy Voting Policy .......................................................
Portfolio Holding Disclosure Policies and Procedures ......................
Description of the WisdomTree Indexes .....................................
WisdomTree Emerging Markets SmallCap Dividend Fund .................
WisdomTree Israel Total Dividend Fund ..............................

Investment Limitations ....................................................
Fundamental Policies ......................................................
Senior Securities ......................................................
Borrowing ..............................................................
Underwriting ...........................................................
Concentration ..........................................................
Real Estate ............................................................
Commodities ............................................................
Loans ..................................................................
Continuous Offering .......................................................
Management of the Trust ...................................................
Trustees and Officers .....................................................
Interested Trustee and Officers ...........................................
Independent Trustees ......................................................
Committees of the Board of Trustees ....................................
Audit Committee ........................................................
Governance and Nominating Committee ....................................
Approval of Investment Advisory Agreement and Sub-Advisory Agreement ...
Approval of Investment Advisory Agreement ..............................
Remuneration of Trustees ...............................................
Control Persons and Principal Holders of Securities ....................
Investment Adviser .....................................................
Sub-Adviser ............................................................
Portfolio Managers .....................................................
Portfolio Manager Fund Ownership .......................................
Portfolio Manager Compensation .........................................
Code of Ethics .........................................................
Administrator, Custodian and Transfer Agent ............................
Distributor ............................................................
Brokerage Transactions ....................................................
Additional Information Concerning the Trust ...............................
Shares .................................................................
Termination of the Trust or a Fund .....................................
Role of DTC ............................................................
Creation & Redemption of Creation Unit Aggregations ....................

Creation ...............................................................
Fund Deposit ...........................................................
Procedures for Creation of Creation Unit ...............................
Placement of Creation Orders for Domestic Dividend and Earnings Weighted
Funds Using the Clearing Process ....................................
Placement of Creation Orders for Domestic Dividend and Earnings Weighted
Funds Outside the Clearing Process ..................................
Placement of Creation Orders for International Funds ...................
Acceptance of Orders for Creation Unit Aggregations ....................
Creation Transaction Fee ...............................................
Placement of Redemption Orders for Domestic Dividend and Earnings
Weighted Funds Using the Clearing Process ...........................
Placement of Redemption Orders for Domestic Dividend and Earnings
Weighted Funds Outside the Clearing Process .........................
Placement of Redemption Orders for International Funds .................
Regular Holidays ..........................................................
Taxes .....................................................................
Determination of NAV ......................................................
Dividends and Distributions ...............................................
Financial Statements ......................................................
Miscellaneous Information .................................................

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:

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 dividend paying segment of an international stock
market. The Indexes are created using proprietary methodology developed by
WisdomTree Investments, Inc. ("WisdomTree Investments"). WisdomTree Asset
Management, Inc. ("WisdomTree Asset Management") is the investment adviser to
each Fund. BNY Investment Advisors is the investment sub-adviser ("Sub-Adviser")
to each Fund. WisdomTree Investments is the parent company of WisdomTree Asset
Management.

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

Shares of each Fund are listed on a national securities exchange, such as the
New York Stock Exchange ("NYSE") or American Stock Exchange("AMEX")(each, a
"Listing Exchange"), and trade throughout the day on the Listing Exchange and
other secondary markets at market price 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" and "Dividend Stream" are service marks of WisdomTree Investments
and have been licensed for use by the Trust. WisdomTree Investments has patent
applications pending on the methodology and operation of its Indexes and the
Funds.

INVESTMENT STRATEGIES AND RISKS

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

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

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

Each of Fund intends to use a Representative Sampling strategy to invest a
substantial portion of its assets in securities of its underlying Index.
Representative Sampling means that the Fund selects from the underlying Index a
sample of securities that closely resembles the underlying Index in terms of key
performance and risk factors and other characteristics. These factors and
characteristics include, for example, total dividends paid, trading volume and
liquidity, industry weightings, country weightings, market capitalization, and
other financial characteristics. 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 may similarly concentrate
its investments.

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

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

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

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

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

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

LACK OF DIVERSIFICATION. Each Fund is considered to be "non-diversified." A
"non-diversified" classification means that a Fund is not limited by the 1940
Act with regard to the percentage of its assets that may be invested in the
securities of a single issuer. As a result, each of the Funds may invest more of
its assets in the

securities of a single issuer or a smaller number of issuers than if it were
classified as a diversified fund. Therefore, each Fund may be more exposed to
the risks associated with and developments affecting an individual issuer or a
small number of issuers than a fund that invests more widely, which may have a
greater impact on the Fund's volatility and performance.

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

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

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

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

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

Repurchase agreements carry certain risks not associated with direct investments
in securities, including a possible decline in the market value of the
underlying obligations. If their value becomes less than the repurchase price,
plus any agreed upon additional amount, the counterparty must provide additional
collateral so that at all times the collateral is at least equal to the
repurchase price plus any agreed upon additional amount. The difference between

the total amount to be received upon repurchase of the obligations and the price
that was paid by a Fund upon acquisition is accrued as interest and included in
its net investment income. Repurchase agreements involving obligations other
than U.S. government securities (such as commercial paper and corporate bonds)
may be subject to special risks and may not have the benefit of certain
protections in the event of the counterparty's insolvency. If the seller or
guarantor becomes insolvent, the Fund may suffer delays, costs and possible
losses in connection with the disposition of collateral.

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

Reverse repurchase agreements involve the risk that the buyer of the securities
sold by a Fund might be unable to deliver them when that Fund seeks to
repurchase. If the buyer of securities under a reverse repurchase agreement
files for bankruptcy or becomes insolvent, the buyer or trustee or receiver may
receive an extension of time to determine whether to enforce a Fund's obligation
to repurchase the securities, and the Fund's use of the proceeds of the reverse
repurchase agreement may effectively be restricted pending such decision.

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

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

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

countries. Losses and other expenses may be incurred in converting between
various currencies in connection with purchases and sales of foreign securities.

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

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

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

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

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

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

INVESTMENTS IN BRAZIL. The Emerging Markets SmallCap Dividend Fund may invest a
portion of its assets in companies organized and listed in Brazil. Investing in
securities of Brazilian companies involves certain considerations not typically
associated with investing in securities of United States companies or the United
States government, including (i) investment and repatriation controls, which
could affect the Fund's ability to operate, and to qualify for the favorable tax
treatment afforded to regulated investment companies for U.S. Federal income tax
purposes, (ii) fluctuations in the rate of exchange between the Brazilian Real
and the U.S. Dollar, (iii) the generally greater price volatility and lesser
liquidity that characterize Brazilian securities markets, as compared with U.S.
markets, (iv) the effect that a trade deficit could have on economic stability
and the Brazilian government's economic policy, (v) high rates of inflation,
(vi) governmental involvement in and influence on the private sector, (vii)
Brazilian accounting, auditing and financial standards and requirements, which
differ from those in the United States, and (viii) political and other
considerations, including changes in applicable Brazilian tax laws.

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

(i) the risk of nationalization or expropriation of assets or confiscatory
taxation; (ii) greater social, economic and political uncertainty (including the
risk of war); (iii) dependency on exports and the corresponding importance of
international trade; (iv) the increasing competition from Asia's other low-cost
emerging economies; (v) currency exchange rate fluctuations and the lack of
available currency hedging instruments; (vi) higher rates of inflation; (vii)
controls on foreign investment and limitations on repatriation of invested
capital and on the Fund's ability to exchange local currencies for U.S. dollars;
(viii) greater governmental involvement in and control over the economy; (ix)
the risk that the Chinese government may decide not to continue to support the
economic reform programs implemented since 1978 and could return to the prior,
completely centrally planned, economy; (x) the fact that China companies,
particularly those located in China, may be smaller, less seasoned and
newly-organized companies; (xi) the difference in, or lack of, auditing and
financial reporting standards which may result in unavailability of material
information about issuers, particularly in China; (xii) the fact that
statistical information regarding the economy of China may be inaccurate or not
comparable to statistical information regarding the U.S. or other economies;
(xiii) the less extensive, and still developing, regulation of the securities
markets, business entities and commercial transactions; (xiv) the fact that the
settlement period of securities transactions in foreign markets may be longer;
(xv) the willingness and ability of the Chinese government to support the
Chinese and Hong Kong economies and markets is uncertain; (xvi) the risk that it
may be more difficult, or impossible, to obtain and/or enforce a judgment than
in other countries; (xvii) the rapidity and erratic nature of growth,
particularly in China, resulting in inefficiencies and dislocations; (xviii) the
risk that, because of the degree of interconnectivity between the economies and
financial markets of China and Hong Kong, any sizable reduction in the demand
for goods from China, or an economic downturn in China, could negatively affect
the economy and financial market of Hong Kong, as well; and (ixx) the risk that
certain companies in the Fund's Index may have dealings with countries subject
to sanctions or embargoes imposed by the U.S. government or identified as state
sponsors of terrorism.

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

INVESTMENTS IN ISRAEL. Investing in securities listed and traded in Israel may
be subject to additional risks. Such risks may include: (i) greater market
volatility, (ii) greater social, political, military and economic uncertainty
relating to Israel's interactions with bordering countries, and (iii) a
significant dependence on external trade with the United States and European
Union countries. Other domestic and geopolitical factors may also have a
significant impact on the Israeli economy. These and other factors could have a
negative impact on the Fund's performance.

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

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

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

DEPOSITARY RECEIPTS. To the extent a Fund invests in stocks of foreign
corporations, a Fund's investment in such stocks may also be in the form of
Depositary Receipts or other securities convertible into securities of foreign
issuers. Depositary Receipts may not necessarily be denominated in the same
currency as the underlying

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

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

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

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

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

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

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

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

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.

TRACKING STOCKS. A tracking stock is a separate class of common stock whose
value is linked to a specific business unit or operating division within a
larger company and which is designed to "track" the performance of

such business unit or division. The tracking stock may pay dividends to
shareholders independent of the parent company. The parent company, rather than
the business unit or division, generally is the issuer of tracking stock.
However, holders of the tracking stock may not have the same rights as holders
of the company's common stock.

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

PROXY VOTING POLICY

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

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

The Sub-Adviser has elected to retain Institutional Shareholder Services, Inc.
("ISS") as a proxy consultant. ISS is currently performing certain proxy-related
services pursuant to these procedures, including providing research and making
voting determinations in accordance with the proxy voting guidelines, voting and
submitting proxies and related administrative and recordkeeping functions. In
addition, the Sub-Adviser has determined that, except as set forth in the proxy
policy and noted below, proxies will be voted in accordance with the voting
recommendations contained in the proxy voting guidelines, which have been
prepared by the Sub-Adviser and ISS. If the guidelines do not address how a
proxy should be voted, the proxy will be voted in accordance with ISS
recommendations. As ISS will vote proxies in accordance with the proxy voting
guidelines, the Sub-Adviser believes that this process is reasonably designed to
address material conflicts of interest that may arise between the Sub-Adviser
and a Fund as to how proxies are voted. If an investment professional (a
portfolio manager, the Sub-Adviser's Chief Investment Officer or other
investment professional) believes that it may be in the best interest of a Fund
to vote in a manner inconsistent with ISS' recommendations, such investment
professional must contact the Proxy Committee and complete a questionnaire to
allow the Proxy Committee to review the recommendation and consider such other
matters as it deems appropriate to determine that there is no material conflict
of interest between the Sub-Adviser and the Fund with respect to the voting of
the proxy in that manner. If the proxy guidelines do not address how a proxy
should be voted and ISS refrains from making a recommendation as to how such
proxy should be voted, the Proxy Committee will make a determination as to how
the proxy should be voted. After making such a determination, the Proxy
Committee will consider such matters as it deems appropriate to determine that
there is no material conflict of interest between the Sub-Adviser and the Fund
with respect to the voting of the proxy in that manner.

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

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

PORTFOLIO HOLDING DISCLOSURE POLICIES AND PROCEDURES

The Trust has adopted a Portfolio Holdings Policy (the "Policy") with respect to
each Fund to prevent possible disclosure and misuse of material non-public
information concerning each Fund's portfolio holdings. This Policy applies to
all officers, employees and agents of each Fund. This includes the Funds'
investment adviser, WisdomTree Asset Management, and Sub-Adviser, BNY Investment
Advisers (together, for purposes of this Policy, the "Advisers").

Purpose of the Policy. Each Fund's current portfolio holdings may be material
non-public information and, if so, must not be selectively disclosed, except in
accordance with the Policy or as otherwise required by state law or federal
securities laws. The Policy is designed to prevent the possible misuse of
knowledge of a Fund's portfolio holdings and to ensure that the interests of the
Fund's Advisers, distributor, ALPS Distributors, Inc. (the "Distributor"), or
any affiliated person of the Fund, the Advisers or the Distributor, are not
placed above those of the Fund's shareholders.

General. Each Fund's portfolio holdings information must be disclosed in a
manner that: (i) is consistent with applicable legal requirements and in the
best interests of the Fund's shareholders; (ii) does not put the interests of
the Fund's Advisers or the Distributor, or any affiliated person of the Fund,
the Advisers or the Distributor, above those of the Fund's shareholders; (iii)
does not advantage any current or prospective Fund shareholders over any other
current or prospective Fund shareholders, except to the extent that certain
entities (as described below) may receive portfolio holdings information not
available to other current or prospective Fund shareholders in connection with
the dissemination of information necessary for transactions in Creation Units
(defined below), as contemplated by the WisdomTree Exemptive Orders and
discussed below; and (iv) does not provide selective access to portfolio
holdings information except pursuant to the procedures outlined below and to the
extent appropriate confidentiality arrangements limiting the use of such
information are in effect.

The "entities" referred to in sub-section (iii) above are generally limited to
National Securities Clearing Corporation ("NSCC") members and subscribers to
various fee-based subscription services, including those large institutional
investors (known as "Authorized Participants") that have been authorized by the
Distributor to purchase and redeem large blocks of shares, known as "Creation
Units", pursuant to legal requirements, including the WisdomTree Exemptive
Orders granted by the SEC pursuant to which each Fund offers and redeems its
shares, and other institutional market participants and entities that provide
information services.

The Funds' Chief Compliance Officer may authorize disclosure of portfolio
holdings.

Disclosure of Portfolio Holdings to Service Providers. Each business
day, information about each Fund's portfolio holdings will be provided to the
Distributor or other agent for dissemination through the facilities of the NSCC
and/or other fee-based subscription services to NSCC members and/or subscribers
to those other fee-based subscription services, including Authorized
Participants, and to entities that publish and/or analyze such information in
connection with the process of purchasing or redeeming Creation Units or trading
shares of the Fund in the secondary market. This information typically reflects
each Fund's anticipated portfolio holdings on the following business day, though
it may not represent a pro rata portion of such portfolio.

Daily access to information concerning the Fund's portfolio holdings is
permitted (i) to certain personnel of those service providers that are involved
in portfolio management and providing administrative, operational, risk
management, or other support to portfolio management, including affiliated
broker-dealers and/or Authorized Participants, and (ii) to other personnel of
the Advisers, the Distributor and the Fund's administrator, custodian and
accountant, who deal directly with, or assist in, functions related to
investment management, administration, custody and fund accounting, as may be
necessary to conduct business in the ordinary course in a manner consistent with
the WisdomTree Exemptive Orders, agreements with the Fund, and the terms of the
Trust's current registration statement.

Online Disclosure of Ten Largest Stock Holdings. Each Fund may disclose its
complete portfolio holdings and its ten largest stock portfolio holdings and the
percentages that each of these ten largest stock portfolio holdings represent of
the Fund's total assets as of the close of the prior business day, the following
business day, or as soon as practicable thereafter, online at
www.wisdomtree.com. Online disclosure of such holdings is freely available to

all categories of persons, including individual investors, institutional
investors, intermediaries, third-party service providers, rating and ranking
organizations.

Disclosure of Portfolio Holdings As Required by Applicable Law. 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.

Prohibitions on Disclosure of Portfolio Holdings. No person is authorized to
disclose a Fund's portfolio holdings or other investment positions (whether in
writing, by fax, by e-mail, orally, or by other means) except in accordance with
the Policy.

DESCRIPTION OF THE WISDOMTREE INDEXES

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

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

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 Dividend Indexes takes
place at the end of June and the beginning of July each year.

During the annual reconstitution, securities are screened to determine whether
they comply with WisdomTree's proprietary Index methodology and are eligible to
be included in an Index. This date is sometimes referred to as the "Index
measurement date" or the "Screening Point." Based on this screening, securities
that meet Index requirements are added to the applicable Index and securities
that do not meet such requirements are dropped from

the applicable Index. A "preliminary Index" is made publicly available based on
this information. The "Weighting Date" is the date when the final weights of
each component security of each Index are established. This is determined after
the close of trading on the third Wednesday of December for the Domestic
Dividend and Earnings Indexes and after the close of trading on the third
Wednesday of June for the International Indexes. The final index constituents
and their respective weightings are made publicly available at this time. The
final Index constituents and final constituent weightings go into effect
immediately before the opening of trading on the Monday following the Weighting
Date. This is sometimes referred to as the "Reconstitution Date."

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

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

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

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

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

WISDOMTREE INTERNATIONAL DIVIDEND INDEXES

WisdomTree Emerging Markets SmallCap Dividend Index

Number of Components: approximately 395

WisdomTree Israel Dividend Index

Number of Components: approximately 26

The WisdomTree Israel Dividend Index is a fundamentally weighted index that
measures the performance of dividend paying companies within Israel's stock
market. All securities for this index are selected from the WisdomTree Emerging
Markets Dividend Index. Companies must have generated at least $5 million in
dividends in the 12 months prior to the most recent Index measurement date.
Companies are weighted in the Index based on annual cash dividends paid. The
Index is composed of primarily small capitalization stocks.

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., 48 Wall Street, 11th Floor, New York, NY 10005.

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 Officer Officer
-------------------- ----------- ------- --------------------------------------- ----------- -------------

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

Marc Ruskin Treasurer*, Officer Treasurer of WisdomTree Investments [__] None.
(1952) Assistant since (formerly, Index Development
Secretary* 2005 Partners, Inc.); Chief Financial
Officer, RiskMetrics Group, Inc.
from 2003 to 2004; Chief Financial
Officer of Cognet Corp.
from 1999 to 2002.

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

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

Independent Trustees

Term of Number of
office Portfolios Other
and in Fund Directorships
Length Complex Held by
of Time Principal Occupation(s) During Overseen Trustee and
Name (year of birth) Position Served the Past 5 Years by Trustee Officer
-------------------- ------------ ------- --------------------------------------- ---------- --------------

Gregory Barton Trustee Trustee Executive Vice President of [__] None.
(1961)* since Licensing and Legal Affairs,
2006 General Counsel and Secretary of
Ziff Davis Media Inc. since 2003;
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 [__] None.
(1955)** since E. Rogers College of Law since 1999;
2006 Professor at University of Arizona
James E. Rogers College of Law
since 1990.

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

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

** Chair of the Governance and Nominating Committee.

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

Aggregate Dollar Range of Equity Securities
in All Registered Investment Companies
Dollar Range of Equity Overseen by Trustee in Family of
Name of Trustee Securities in the Funds Investment Companies
--------------------- ----------------------- -------------------------------------------

Interested Trustee:
Jonathan Steinberg NONE Over $100,000

Independent Trustees:
Gregory Barton NONE Over $100,000
Toni Massaro NONE $0 - $10,000
Victor Ugolyn NONE $50,001 - $100,000

As of December 31, 2006 none of the Trustees who are not interested persons (as
defined in the 1940 Act) of the Trust ("Independent Trustees") or their
immediate family members owned beneficially or of record any securities of
WisdomTree Asset Management, the Sub-Adviser, the Distributor, or any person
controlling, controlled by or under control with WisdomTree Asset Management,
the Sub-Adviser or the Distributor.

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

Committees of the Board of Trustees

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

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

[Approval of Investment Advisory Agreement and Sub-Advisory Agreement

The Board of Trustees of the Trust, including a majority of the Independent
Trustees, has the responsibility under the 1940 Act to approve the Trust's
Investment Advisory Agreement and Sub-Advisory Agreement (collectively,

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

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

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

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

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

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

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

Each Independent Trustee receives an annual fee of $40,000 for meetings of the
Board attended by the Trustee. The Audit Committee Chairman will be paid an
additional $4,000 and the Independent Chairman of the Board will be paid an
additional $20,000. The Trust also reimburses each Trustee for travel and other
out-of-pocket expenses incurred by him/her in connection with attending such
meetings.

The following table sets forth the fees paid to each Trustee through the end of
the Trust's first full fiscal year ended March 31, 2007.

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

Jonathan Steinberg None None None None

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

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

Control Persons and Principal Holders of Securities.

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

Investment Adviser. WisdomTree Asset Management serves as investment adviser to
each Fund pursuant to an Investment Advisory Agreement between the Trust and
WisdomTree Asset Management. WisdomTree Asset Management, which does not manage
any other investment companies and has limited experience as an investment
adviser, is a Delaware corporation registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and has
offices located at 48 Wall Street, 11th Floor, New York, NY 10005.

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 Emerging Markets SmallCap Dividend Fund 0.__%
WisdomTree Israel Total Dividend Fund 0.__%

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 WisdomTree
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, in exchange
for a fee paid by each Fund of up to ______% of the Fund's average daily net
assets.

The Investment Advisory Agreement with respect to the Funds 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 Investment 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 Investment 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).

If current restrictions on bank activities with mutual funds were relaxed, BNY
or its affiliates, would consider performing additional services for the Trust.
WisdomTree Asset Management cannot predict whether these changes will be
enacted, or the terms under which BNY, or its affiliates, might offer to provide
additional services.

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

Sub-adviser's Fees for the International Funds

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

o [__] basis points ([___]%) of the first $[__] million in the total
daily net assets of all International Funds;

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

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

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

Current interpretations of federal banking laws and regulations may prohibit BNY
from controlling or underwriting the shares of the Trust, but would not prohibit
BNY generally from acting as an investment adviser, administrator, transfer
agent or custodian to the Funds or from purchasing shares of the Funds as agent
for and upon the order of a customer.

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

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

employed by the Sub-Adviser in a number of capacities. Mr. Buchanan has been a
Portfolio Manager in the Index Fund Management Division since January 2002.
Prior to joining the Sub-Adviser, Mr. Buchanan was a Vice President and Chief
Operating Officer of Axe Houghton Associates, Inc., an investment management
subsidiary of Hoenig Group. He joined Axe Houghton in May 1988. Ms. Krisko is a
Managing Director, CIO and Head of Index Management in the Index Fund Management
Division. Ms. Krisko joined the Sub-Adviser in August, 2005. Prior to joining
the Sub-Adviser, Ms. Krisko acted as a Senior Portfolio Manager and Equity
Trader for Quantitative Equity Management at Northern Trust from January 2003
until August 2005 and at Deutsche Asset Management from June 2000 to January
2003. Ms. Krisko has also worked as a Senior Quantitative Equity Portfolio
Manager and Trader for The Vanguard Group. Mr. McCormack is a Senior Portfolio
Manager in the Index Fund Management Division. He is responsible for domestic
indexed portfolio management. Prior to joining the Index Management Fund
Division in 1999, Mr. McCormack was a relationship manager in the Sub-Adviser's
Master Trust/Master Custody Division, specializing in working with foundations
and endowments and other not-for-profit organizations. Mr. McCormack joined the
Sub-Adviser in 1987. Mr. Rose has been a Portfolio Manager in the Index Fund
Management Division since 2000. Prior to joining the Index Fund Management
Division, Mr. Rose worked in the Sub-Adviser's Mutual Funds Accounting Division
in various functions. Before joining the Sub-Adviser in 1997, Mr. Rose was a
Financial Consultant at Merrill Lynch. He began his career trading futures with
Linnco Futures Group in Chicago.

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

Including the WisdomTree portfolios, as of ________________, the Index Fund
Management team managed other registered investment companies with
approximately $___ billion in assets; twenty-five pooled investment vehicles
with approximately $____ billion in assets and one hundred seventy-one other
accounts with approximately $____ billion in assets.

Portfolio Manager Fund Ownership

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

Dollar Range of Securities
Portfolio Manager Beneficially Owned

Kurt Zyla ____
Lloyd Buchanan ____
Denise Krisko ____
Robert McCormack ____
Todd Rose ____

Portfolio Manager Compensation

As of _____________, the Sub-Adviser's Portfolio Managers' compensation
generally consists of base salary, bonus, and various long-term incentive
compensation vehicles, if eligible. In addition, Portfolio Managers are eligible
for the standard retirement benefits and health and welfare benefits available
to all BNY employees. In the case of Portfolio Managers responsible for managing
the Funds and managed accounts, the method used to determine their compensation
is the same for all Funds and investment accounts. A Portfolio Manager's base
salary is determined by the manager's experience and performance in the role,
taking into account the ongoing compensation benchmark analyses performed by
BNY's Human Resources Department. A Portfolio Manager's base salary is generally
a fixed amount that may change as a result of periodic reviews, upon assumption
of new duties, or when a market adjustment of the position occurs. A Portfolio
Manager's bonus is determined by a number of factors. One factor is gross,
pre-tax performance of a fund relative to expectations for how the fund should
have performed, given its objectives, policies, strategies and limitations, and
the market environment during the measurement

period. This performance factor is not based on the value of assets held in a
fund's portfolio. For each Fund, the performance factor depends on how the
Portfolio Manager performs relative to the Fund's benchmark and the Fund's peer
group, over one-year and three-year time periods. Additional factors include the
Portfolio Manager's contributions to the investment management functions within
the sub-asset class, contributions to the development of other investment
professionals and supporting staff, and overall contributions to strategic
planning and decisions for the investment group. The bonus is paid on an annual
basis.

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

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

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

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

The Distribution Agreement for each Fund will provide that it may be terminated
at any time, without the payment of any penalty, on at least sixty (60) days
prior written notice to the other party (i) by vote of a majority of the

Independent Trustees or (ii) by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the relevant Fund. The Distribution
Agreement will terminate automatically in the event of its "assignment" (as
defined in the 1940 Act).

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

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

Brokerage Transactions

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

Portfolio turnover may vary from year to year, as well as within a year. High
turnover rates are likely to result in comparatively greater brokerage expenses.
The overall reasonableness of brokerage commissions is evaluated by the Adviser
based upon its knowledge of available information as to the general level of
commissions paid by the other institutional investors for comparable services.

Additional Information Concerning the Trust

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Creation & Redemption of Creation Unit Aggregations

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

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

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

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

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

Each Fund, through the National Securities Clearing Corporation 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.

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

All orders to create shares must be placed for one or more Creation Unit
Aggregations. Orders to create Creation Unit Aggregations of the International
Funds cannot be placed through the Clearing Process. 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. 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 New York Stock Exchange is
open)("T+3"). In certain cases Authorized Participants will create and redeem
Creation Unit Aggregations of the same Fund on the same trade date. In these
instances, the Trust reserves the right to settle these transactions on a net
basis.

All questions as to the number of Deposit Securities to be delivered, and the
validity, form and eligibility (including time of receipt) for the deposit of
any tendered securities, will be determined by the Trust, whose determination
shall be final and binding. The amount of cash equal to the Cash Component must
be transferred directly to BNY through the Federal Reserve Bank wire transfer
system in a timely manner so as to be received by BNY later than

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

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

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

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

Placement of Creation Orders for International Funds. Fund Deposits in
connection with the International Funds will not be made either through the
Clearing Process or through DTC. For each International Fund, BNY shall cause
the sub-custodian of the Funds to maintain an account into which the Authorized
Participant shall deliver, on behalf of itself or the party on whose behalf it
is acting, the securities included in the designated Fund Deposit (or the cash
value of all or part of such securities, in the case of a permitted or required
cash purchase or "cash in lieu" amount), with any appropriate adjustments as
advised by the Trust. Deposit Securities must be delivered to an account
maintained at the applicable local sub-custodian(s). Orders to purchase Creation
Unit Aggregations must be received by the Distributor from an Authorized
Participant on its own or another investor's behalf by the closing time of the
regular trading session on the applicable Listing Exchange on the relevant
Business Day. However, when a relevant local market is closed due to local
market holidays, the local market settlement process will not commence until the
end of the local holiday period. Settlement must occur by 2:00 p.m., Eastern
time, on the contractual settlement date.

The Authorized Participant must also make available no later than 2:00 p.m.,
Eastern time, on the contractual settlement date, by means satisfactory to the
Trust, immediately-available or same-day funds estimated by the Trust

to be sufficient to pay the Cash Component next determined after acceptance of
the purchase order, together with the applicable purchase transaction fee. Any
excess funds will be returned following settlement of the issue of the Creation
Unit Aggregation.

To the extent contemplated by the applicable Participant Agreement, Creation
Unit Aggregations of 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.

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 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 Emerging Markets SmallCap Dividend Fund $[____] $[____]
WisdomTree Israel Total Dividend Fund $[____] $[____]

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. An order to
redeem Creation Unit Aggregations using the Clearing Process is deemed received
by the Trust on the Transmittal Date if (i) such order is received by BNY (in
its capacity as Transfer Agent) not later than the Closing Time on such
Transmittal Date, and (ii) all other procedures set forth in the Participant
Agreement are properly followed. Such order will be effected based on the NAV of
the Fund as next determined. An order to redeem Creation Unit Aggregations using
the Clearing Process made in proper form but received by the Trust after the
Closing Time, will be deemed received on the next Business Day immediately
following the Transmittal Date and will be effected at the NAV next determined
on such Business Day. The requisite Fund Securities and the Cash Redemption
Amount 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. 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 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.

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

The securities delivery cycles currently practicable for transferring Portfolio
Securities to redeeming investors, coupled with foreign market holiday
schedules, will require a delivery process longer than seven calendar days for
some Funds, in certain circumstances. The holidays applicable to each Fund
during such periods are listed below, as are instances where more than seven
days will be needed to deliver redemption proceeds. Although certain holidays
may occur on different dates in subsequent years, the number of days required to
deliver redemption proceeds in any given year is not expected to exceed the
maximum number of days listed below for each Fund.

The proclamation of new holidays, the treatment by market participants of
certain days as "informal holidays" (e.g., days on which no or limited
securities transactions occur, as a result of substantially shortened trading
hours), the elimination of existing holidays, or changes in local securities
delivery practices, could affect the information set forth herein at some time
in the future.

The dates in calendar year 2007 in which the regular holidays affecting the
relevant securities markets of the below listed countries are as follows:

Brazil
Jan 20 Apr 14 Nov 2
Jan 25 Apr 21 Nov 15
Feb 27 Jun 15 Dec 25
Feb 28 Sep 7
Mar 1 Oct 12

Chile
Apr 14 Aug 15 Nov 1
May 1 Sep 18 Dec 8
Jun 12 Sep 19 Dec 25
Jun 26 Oct 9

China (Shanghai)
Jan 2 Feb 20 Oct 2
Jan 3 Apr 14 Oct 3
Jan 16 May 1 Oct 4
Jan 26 May 2 Oct 5
Jan 27 May 3 Oct 6
Jan 30 May 4 Oct 9
Jan 31 May 5 Nov 23
Feb 1 May 29 Dec 25
Feb 2 Jul 4
Feb 3 Sep 4

China (Shenzhen)
Jan 2 Apr 5 Oct 2
Jan 3 Apr 14 Oct 3
Jan 26 Apr 17 Oct 4
Jan 27 May 1 Oct 5
Jan 30 May 2 Oct 6
Jan 31 May 3 Oct 30
Feb 1 May 4 Dec 25
Feb 2 May 5 Dec 26
Feb 3 May 31

Hong Kong
Jan 2 Apr 14 May 31
Jan 30 Apr 17 Oct 2
Jan 31 May 1 Oct 30
Apr 5 May 5 Dec 25
Dec 26
India
Jan 11 Mar 31 Aug 15
Jan 26 Apr 6 Oct 2
Feb 9 Apr 11 Oct 24
Mar 15 Apr 14 Oct 25
Mar 30 May 1 Dec 25

Israel
Mar 14 Apr 19 Oct 1
Mar 28 May 2 Oct 2
Apr 12 May 3 Oct 6
Apr 13 Jun 1 Oct 8
Apr 14 Jun 2 Oct 9

Apr 16 Aug 3 Oct 10
Apr 17 Sep 22 Oct 11
Apr 18 Sep 24 Oct 12
Oct 13

Mexico
Mar 21 May 1 Dec 12
Apr 13 Nov 20 Dec 25
Apr 14 Dec 1

South Africa
Jan 2 Apr 17 Aug 9
Mar 1 Apr 27 Sep 25
Mar 21 May 1 Dec 25
Apr 14 Jun 16 Dec 26

South Korea
Jan 30 May 31 Oct 5
Mar 1 Jun 6 Oct 6

Apr 5 Jul 17 Dec 25
May 1 Aug 15 Dec 29
May 5 Oct 3

Taiwan
Jan 26 Feb 1 May 1
Jan 27 Feb 2 May 31
Jan 30 Feb 28 Oct 6
Jan 31 Apr 5 Oct 10

Apr 14

Taxes

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

trades or businesses (other than U.S. Government securities or the securities of
other regulated investment companies) or the securities of one or more qualified
publicly traded partnerships.

Taxation of RICs. If a Fund qualifies as a RIC, the Fund will not be subject to
federal income tax on income distributed in a timely manner to its shareholders
in the form of dividends. If a Fund fails to qualify for any taxable year as a
RIC, all of its taxable income will be subject to tax at regular corporate
income tax rates without any deduction for distributions to shareholders, and
such distributions generally will be taxable to shareholders as ordinary
dividends to the extent of each Fund's current and accumulated earnings and
profits. In such event, distributions to individuals should potentially qualify
as qualified dividend income and distributions to corporate shareholders
generally should potentially be eligible for the dividends-received deduction.
Although each Fund intends to distribute substantially all of its net investment
income and its net capital gains for each taxable year, each Fund will be
subject to federal income taxation to the extent any such income or net capital
gains are not distributed. However, the Fund may designate the retained amount
of net capital gains as undistributed capital gains in a notice to its
shareholders who (i) will be required to include in income for federal income
purposes, as long-term capital gain, their shares of such undistributed amount,
and (ii) will be entitled to credit their proportionate shares of the tax paid
by the Fund on such undistributed amount against their federal income tax
liabilities, if any, and to claim refunds to the extent the credit exceeds such
liabilities. For federal income tax purposes, the tax basis of shares owned by a
shareholder of the Fund will be increased by an amount equal to the difference
between the amount of undistributed capital gains included in the shareholder's
gross income and the tax deemed paid by the shareholder under clause (ii) of the
preceding sentence. If a Fund's distributions exceed its taxable income and
capital gains realized during a taxable year, all or a portion of the
distributions made to the Fund's Shareholder in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.

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

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

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

Qualified Dividend Income. Distributions by each Fund of investment company
taxable income (excluding any short-term capital gains) whether received in cash
or shares will be taxable either as ordinary income or as qualified dividend
income, eligible for the reduced maximum rate to individuals of 15% (5% for
individuals in lower tax brackets) to the extent each Fund receives qualified
dividend income on the securities it holds and the Fund designates the
distribution as qualified dividend income. Qualified dividend income is, in
general, dividend income from taxable domestic corporations and certain foreign
corporations (e.g., foreign corporations incorporated in a possession of the
United States or in certain countries with a comprehensive tax treaty with the
United States, or the stock of which is readily tradable on an established
securities market in the United States). A dividend will not be treated as
qualified dividend income to the extent that at either the Fund or shareholder
level (i) the shareholder has not held the shares on which the dividend was paid
for more than 60 days during the 121-day period that begins on the date that is
60 days before the date on which the shares become ex dividend with respect to
such dividend (and each Fund also satisfies those holding period requirements
with respect to the securities it holds that paid the

dividends distributed to the shareholder), (ii) the shareholder is under an
obligation (whether pursuant to a short sale or otherwise) to make related
payments with respect to substantially similar or related property, (iii) the
shareholder elects to treat such dividend as investment income under section
163(d)(4)(B) of the IRC, or (iv) the dividend is received by the Fund from a
foreign corporation that is treated as a passive foreign investment company.
Absent further legislation, the maximum 15% rate on qualified dividend income
will not apply to dividends received in taxable years beginning after December
31, 2010. Distributions by each Fund of its net short-term capital gains will be
taxable as ordinary income. Distributions of net capital gains from the sale of
investments that the Fund owned for more than one year and are properly
designated by the Fund as capital gain dividends will be taxable as long-term
capital gains.

Corporate Dividends Received Deduction. A Fund's dividends that are paid to its
corporate shareholders and are attributable to qualifying dividends it received
from U.S. domestic corporations may be eligible, in the hands of such
shareholders, for the corporate dividends received deduction, subject to certain
holding period requirements and debt financing limitations.

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

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

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

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

distribute to shareholders any such mark-to-market gains in accordance with the
distribution requirements set forth above.

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

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

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

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

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

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

Additional Tax Information Concerning REITs. A Fund may invest in REITs that
hold residual interests in real estate mortgage investment conduits ("REMICs")
or which are, or have certain wholly-owned subsidiaries that are, "taxable
mortgage pools." Under recently issued Treasury guidance, a portion of the
Fund's income from a REIT that is attributable to the REIT's residual interest
in a REMIC or equity interests in a taxable mortgage pool (referred to in the
IRC as an "excess inclusion") will be subject to federal income tax in all
events. This guidance provides that excess inclusion income of a RIC, such as a
Fund, must generally be allocated to shareholders of the RIC in proportion to
the dividends received by such shareholders, with the same consequences as if
the shareholders held the related REMIC residual interest or taxable mortgage
pool interests directly. In general, excess inclusion income allocated to
shareholders (i) cannot be offset by net operating losses (subject to a limited
exception for certain thrift institutions), (ii) will constitute unrelated
business taxable income to entities (including a qualified pension plan, an
individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt
entity) subject to tax on unrelated business income, thereby potentially
requiring such an entity that is allocated excess inclusion income, and
otherwise might not be required to file a tax return, to file a tax return and
pay tax on such income, and (iii) in the case of a foreign shareholder, will not
qualify for any reduction in U.S. federal withholding tax. In addition, if at
any time during any taxable year a "disqualified organization" (as defined in
the IRC) is a record holder of a share in a RIC, then the RIC will be subject to
a tax equal to that portion of its excess inclusion income for the taxable year
that is allocable to the disqualified organization, multiplied by the highest
federal

income tax rate imposed on corporations. No Fund intends to invest a substantial
portion of its assets in REITs which generate excess inclusion income.

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

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

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

Determination of NAV

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

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

their shares, the NAV of these Funds may change on days when shareholders will
not be able to purchase or redeem the Fund's shares.

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

Dividends and Distributions

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

Financial Statements

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

Miscellaneous Information

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

Independent Registered Public Accounting Firm _________________ serves as the
independent auditor of the Trust.

Part C
Other Information

Item 23. Exhibits

Exhibit
Number Description

(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 dated December 15, 2005. (Filed
herewith)

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

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

(d)(1) Investment Advisory Agreement between the Registrant and WisdomTree Asset
Management, Inc. is incorporated herein by reference to exhibit (d)(1) of
Registrant's Post-Effective Amendment No. 2 filed on September 29, 2006.

(d)(2) Form of Investment Advisory Agreement Schedule. (Filed herewith)

(d)(3) Sub-Advisory Agreement between WisdomTree Asset Management, Inc. and BNY
Investment Advisors is incorporated herein by reference to exhibit (d)(2) of
Registrant's Post-Effective Amendment No. 2 filed on September 29, 2006.

(d)(4) Form of Sub-Advisory Agreement Schedule. (Filed herewith)

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

(e)(2) Form of Distribution Agreement Schedule. (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) Form of Custody Agreement Schedule. (Filed herewith)

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

(g)(4) Form of Foreign Custody Manager Agreement Schedule. (Filed herewith)

(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) Form of Administration and Accounting Agreement Schedule. (Filed
herewith)

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

(h)(4) Form of Transfer Agency and Service Agreement Schedule. (Filed herewith)

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

(h)(6) Form of License Agreement Schedule. (Filed herewith)

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

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

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

(h)(10) Form of Chief Compliance Officer Services Agreement Schedule. (Filed
herewith)

(h)(11) Index Methodology is incorporated herein by reference to exhibit (h)(8)
of Registrant's Post-Effective Amendment No. 2 filed on September 29, 2006.

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

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

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

(j) Consent of _____________, independent registered public accounting firm for
the Registrant.*

(k) Not applicable.

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

(m) None.

(n) Not applicable.

(p) 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.

* 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"), 48 Wall Street, 11th Floor, New
York, NY 10005, 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.,
48 Wall Street, 11th Floor, New York, NY 10005. 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.

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

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

Marc Ruskin Treasurer and Chief Treasurer of WisdomTree
Financial Officer Investments (formerly, Index
Development Partners, Inc.);
Treasurer of the WisdomTree
Funds since 2005

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

WTAM, with the approval of the Registrant's board of trustees, selects the
sub-adviser for the funds of the Registrant. BNY Investment Advisors serves as
sub-adviser for the funds.

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

Kurt Zyla Managing Director Division Manager

Todd Rose Vice President, Senior Portfolio Management, Index Fund
Portfolio Manager Management

Denise Krisko Managing Director and CIO Head of Index Management

Item 27. Principal Underwriters

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

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

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

Edmund J. Burke President

Thomas Carter Managing Director - Sales and Finance; Treasurer

Jeremy O. May Managing Director - Operations and Client Service; Secretary

Diana Adams Vice President, Controller

Tane Tyler Chief Legal Officer, Assistant Secretary

Brad Swenson Chief Compliance Officer

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

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 48 Wall Street, 11th Floor, New
York, NY 10005.

(b) WisdomTree Asset Management Inc. maintains all Records relating to its
services as investment adviser to the Registrant at 48 Wall Street, 11th Floor,
New York, NY 10005.

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

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

(e) The Bank of New York maintains all Records relating to its services as
administrator, transfer agent and custodian of the Registrant at One Wall
Street, New York, New York 10286.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this 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 6th day August, 2007.

WISDOMTREE TRUST
(Registrant)

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

Each Person whose signature appears below hereby authorizes Jonathan Steinberg,
Marc Ruskin, or Richard Morris any of them, attorney-in-fact, to sign on his or
her behalf, individually and in each capacity stated below, any amendments to
this Registration Statement (including Post-Effective Amendments) and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission.

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 August 6, 2007
---------------------- Officer) and Trustee
Jonathan Steinberg

/s/ Marc Ruskin* Treasurer (Principal Financial August 6, 2007
---------------- and Accounting Officer)
Marc Ruskin

/s/ Gregory Barton* Trustee August 6, 2007
-------------------
Gregory Barton

/s/ Toni Massaro* Trustee August 6, 2007
-----------------
Toni Massaro

/s/ Victor Ugolyn* Trustee August 6, 2007
------------------
Victor Ugolyn

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

EXHIBIT INDEX

Exhibit Description
------- -----------

(a)(3) Schedule A, dated August 6, 2007 to the Trust Instrument
dated December 15, 2005

(d)(2) Form of Investment Advisory Agreement Schedule

(d)(4) Form of Sub-Advisory Agreement Schedule

(e)(2) Form of Distribution Agreement Schedule

(g)(2) Form of Custody Agreement Schedule

(g)(4) Form of Foreign Custody Manager Agreement Schedule

(h)(2) Form of Fund Administration Agreement Schedule

(h)(4) Form of Transfer Agency and Service Agreement Schedule

(h)(6) Form of Index License Schedule

(h)(10) Form of Chief Compliance Officer Services Agreement Schedule