EX-99.(H)(33) 28 exh33wisdomtreetrustrule12.htm WISDOMTREE TRUST RULE 12D1-4 FUND OF FUNDS INVESTMENT AGREEMENT Document

WISDOMTREE TRUST
FUND OF FUNDS INVESTMENT AGREEMENT

This Fund of Funds Investment Agreement (“Agreement”) is made as of this 19th day of January, 2022, by and between WisdomTree Trust (the “Trust”), on behalf of each of its current and future series, severally and not jointly (each, an “Acquired Fund”), and each registered investment company set forth on Appendix A, on behalf of each of its respective current and future series set forth on Appendix A, severally and not jointly (each an “Acquiring Fund”).

WHEREAS, the Trust is an open-end management investment company registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits investment by an investment company, as defined in the 1940 Act, and any company or companies controlled by such company, in any other investment company that is registered under the 1940 Act; and

WHEREAS, Section 12(d)(1)(B) of the 1940 Act limits the sale by a registered open-end investment company, any principal underwriter therefor, or any broker or dealer registered under the Securities Exchange Act of 1934 of any security issued by such registered open-end investment company, knowingly, to any other investment company; and

WHEREAS, Section 12(d)(1)(C) of the 1940 Act limits investment by an investment company, and any company or companies controlled by such investment company, in a registered closed-end investment company; and

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”), subject to compliance with the conditions of the Rule, exempts each Acquired Fund and each Acquiring Fund from the limits of Section 12(d)(1)(A), (B) and (C) of the 1940 Act, as applicable; and

WHEREAS, in reliance on the Rule, each Acquiring Fund may, from time to time, acquire Shares of one or more Acquired Fund in excess of the limits imposed by Section 12(d)(1)(A), (B) and (C), as applicable.

NOW, THEREFORE, in accordance with the Rule and in consideration of the potential benefits to an Acquired Fund and an Acquiring Fund arising out of the investment by the Acquiring Funds in an Acquired Fund, the parties agree as follows:

1.Terms of Investment

(a)In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with

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making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows:

(i)In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, and Rule 6c-11, the Acquired Fund may honor any redemption request from the Authorized Participant acting as an intermediary to execute the Acquiring Fund’s transaction partially or wholly in-kind.

(ii)Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.

(b)In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule.

2.Representation and Warranties of the Acquired Funds.

(a)Pursuant to the Rule, the Acquired Funds will comply with this Agreement and the terms and conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to the Acquired Funds.

(b)The Acquired Funds will comply with its obligations under this Agreement.

(c)The Acquired Funds will promptly notify the Acquiring Funds if such Acquired Fund fails to comply with the Rule with respect to an investment by an Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

3.Representation and Warranties of the Acquiring Funds.

(a)Each Acquiring Fund will comply with this Agreement and the terms and conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time.

(b)The Acquiring Fund will comply with its obligations under this Agreement.

(c)The Acquiring Fund will promptly notify the Acquired Funds if such Acquiring Fund fails to comply with the Rule with respect to an investment in an Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

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4.Termination; Governing Law.

(a)This Agreement shall be effective for the duration of the Acquired Fund’s and the Acquiring Fund’s reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in the Acquired Fund made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 4(b).

(b)This Agreement will continue until terminated in writing by either party upon sixty
(60) days’ written notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule.

(c)This Agreement will be governed by Delaware law without regard to choice of law principles.

5.Notices.

All notices, including any information that either party is required to deliver to the other by the Rule or by this Agreement shall be in writing and shall be delivered by registered or overnight mail, facsimile or electronic mail to the address for each party set forth below (which may be changed from time to time upon written notice to the other party). All notices, demands or requests so given will be deemed given when actually received as evidenced by written confirmation thereof. Except with respect to facsimile or e-mail notice provided pursuant to Section 2(c) or Section 3(c), facsimile or email notice shall not be deemed to have been delivered unless followed promptly by written notice delivered by registered or overnight mail.
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If to the Acquired Funds:
WisdomTree Trust
230 Park Avenue
New York, NY 10169
Attn: Fund Legal
Email: 12dNotice@wisdomtree.com
If to the Acquiring Fund:
Fund Compliance Team
AssetMark, Inc
1655 Grant Street, 10th Floor
Concord, CA 94520
Email: fundcompliance@assetmark.com
With a copy to:
Fabio Battaglia, III
Stradley Ronon Stevens & Young, LLP
2005 Market Street
Philadelphia, PA 19103-7028
fbattaglia@stradley.com
6.Miscellaneous.

(a)Assignment. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and representatives as applicable. This Agreement shall not be assignable. Any purported assignment in violation of the immediately preceding sentence shall be void and of no effect.

(b)Amendment. With the exception of the contact information listed in Section 5, which may be changed from time to time upon notice to the other party, the parties may amend this Agreement only by a written agreement signed by both parties.

(c)Counterparts. This Agreement may be executed in two counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by email or otherwise) to the other party, it being understood that all parties need not sign the same counterpart. Any counterpart or other signature hereupon delivered by email shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by the party delivering it.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have executed this Acquiring Fund Investment Agreement as of the date first set forth above.
WISDOM Trust
By:
/s/ Jonathan Steinberg
Name:Jonathan Steinberg
Title: President
GPS Funds I
By:
/s/ Patrick Young
Name:Patrick Young
Title:Treasurer
GPS Funds II
By:
/s/ Patrick Young
Name:Patrick Young
Title:Treasurer
Savos Investements Trust
By:
/s/ Patrick Young
Name:Patrick Young
Title:Treasurer
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APPENDIX A

List of Funds to which the Agreement Applies

Acquiring FundsAcquired Funds
GPS Funds I
GuideMark Large Cap Core Fund GuideMark Emerging Markets Fund GuideMark Small/Mid Cap Core Fund GuideMark World ex-US Fund GuideMark Core Fixed Income Fund
GPS Funds II
GuidePath Growth Allocation Fund GuidePath Conservative Allocation Fund GuidePath Tactical Allocation Fund GuidePath Absolute Return Allocation Fund
GuidePath Multi-Asset Income Allocation Fund GuidePath Flexible Income Allocation Fund GuidePath Conservative Income Fund GuidePath Income Fund
GuidePath Growth and Income Fund
Savos Investments Trust
Savos Dynamic Hedging Fund
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Acquired Funds
WisdomTree ETFs
12(d) Exemptive Relief Eligibility
DOMESTIC EQUITY ETFs
U.S. LargeCapEPS0.08
U.S. Quality Dividend GrowthDGRW0.28
U.S. MultifactorUSMF0.28
Mid & Small Cap
Ticker
Exp. Ratio %
U.S. MidCap
EZM
0.38
U.S. SmallCap
EES
0.38
U.S. SmallCap Quality Dividend Growth
DGRS
0.38
Large Cap
Ticker
Exp. Ratio %
U.S. LargeCap Dividend
DLN
0.28
U.S. Total Dividend
DTD
0.28
U.S. High Dividend
DHS
0.38
U.S. Dividend ex-Financials
DTN
0.38
U.S. Quality Shareholder Yield
QSY
0.38
Mid & Small Cap
Ticker
Exp. Ratio %
U.S. MidCap Dividend
DON
0.38
U.S. SmallCap Dividend
DES
0.38
GROWTH
Large Cap
Ticker
Exp. Ratio %
Growth Leaders
PLAT
0.20
U.S. Growth & Momentum
WGRO
0.55
EMERGING MARKETS EQUITY ETFs
Emerging Markets
Ticker
Exp. Ratio %
Emerging Markets High Dividend
DEM
0.63
Emerging Markets Quality Dividend Growth
DGRE
0.32
Emerging Markets Multifactor
EMMF
0.48
Emerging Markets SmallCap Dividend
DGS
0.58
Regional/Single Country
Ticker
Exp. Ratio %
India Earnings
EPI
0.84
INTERNATIONAL EQUTIY ETFs
International
Ticker
Exp. Ratio %
International Equity
DWM
0.48
International Multifactor
DWMF
0.38
Dynamic Currency Hedged International Equity
DDWM
0.40
International LargeCap Dividend
DOL
0.48
International Dividend ex-Financials
DOO
0.58
International High Dividend
DTH
0.58
International Hedged Quality Dividend Growth
IHDG
0.58
International Quality Dividend Growth
IQDG
0.42


    
International Mid & Small Cap
Ticker
Exp. Ratio %
International SmallCap Dividend
DLS
0.58
Dynamic Currency Hedged International SmallCap Equity
DDLS
0.48
International MidCap Dividend
DIM
0.58
Global
Ticker
Exp. Ratio %
Global ex-U.S. Quality Dividend Growth
DNL
0.58
Global High Dividend
DEW
0.58
Global ex-U.S. Real Estate
DRW
0.58
Regional/Single Country
Ticker
Exp. Ratio %
Japan Hedged Equity
DXJ
0.48
Europe Hedged Equity
HEDJ
0.58
Europe Quality Dividend Growth
EUDG
0.58
Germany Hedged Equity
DXGE
0.48
Regional/Single Country Small Cap
Ticker
Exp. Ratio %
Japan SmallCap Dividend
DFJ
0.58
Japan Hedged SmallCap Equity
DXJS
0.58
Europe SmallCap Dividend
DFE
0.58
Europe Hedged SmallCap Equity
EUSC
0.58
ESG ETFs

Ticker

Exp. Ratio %
U.S. ESG
RESP
0.28
Emerging Markets ESG
RESE
0.32
International ESG
RESD
0.30
Emerging Markets ex-State-Owned Enterprises
XSOE
0.32
China ex-State-Owned Enterprises
CXSE
0.32
India ex-State-Owned Enterprises
IXSE
0.58
FIXED INCOME ETFs
Strategic Core
Ticker
Exp. Ratio %
Yield Enhanced U.S. Aggregate Bond
AGGY
0.12
Yield Enhanced U.S. Short-Term Aggregate Bond
SHAG
0.12
Mortgage Plus Bond
MTGP
0.45
Short Term Government
Ticker
Exp. Ratio %
Floating Rate Treasury
USFR
0.15
Interest Rate Strategies
Ticker
Exp. Ratio %
Interest Rate Hedged U.S. Aggregate Bond
AGZD
0.23
Interest Rate Hedged High Yield Bond
HYZD
0.43
Credit
Ticker
Exp. Ratio %
U.S. Corporate Bond
WFIG
0.18
U.S. Short-Term Corporate Bond
SFIG
0.18
U.S. High Yield Corporate Bond
WFHY
0.18
Emerging Markets
Ticker
Exp. Ratio %
Emerging Markets Local Debt
ELD
0.55
Emerging Markets Corporate Bond
EMCB
0.60




Currency Strategies
Ticker
Exp. Ratio %
Emerging Currency Strategy
CEW
0.55
Bloomberg U.S. Dollar Bullish
USDU
0.51
Chinese Yuan Strategy
CYB
0.45
ALTERNATIVE ETFs
Managed Futures
Ticker
Exp. Ratio %
Managed Futures Strategy
WTMF
0.65
Option-Based
Ticker
Exp. Ratio %
CBOE S&P 500 PutWrite Strategy
PUTW
0.44
Commodity
Ticker
Exp. Ratio %
Enhanced Commodity Strategy1
GCC
0.55
Credit
Ticker
Exp. Ratio %
Alternative Income*
HYIN
3.20
Target Range
Ticker
Exp. Ratio %
Target Range
GTR
0.70
CAPITAL EFFICIENT ETFs
Core
Ticker
Exp. Ratio %
U.S. Efficient Core2
NTSX
0.20
International Efficient Core
NTSI
0.26
Emerging Markets Efficient Core
NTSE
0.38
Tactical
Ticker
Exp. Ratio %
Efficient Gold Plus Gold Miners Strategy
GMDN
0.45
MEGATRENDS
Ticker
Exp. Ratio %
Cloud Computing
WCLD
0.45
Cybersecurity
WCBR
0.45
BioRevolution
WDNA
0.45
Artificial Intelligence and Innovation
WTAI
0.45






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1 Prior to 12/21/2020, the ticker symbol GCC was used for an Exchange Traded Commodity Pool trading under a different name and strategy.
2 Formerly WisdomTree 90/60 U.S. Balanced Fund.
* This Fund operates as a Fund-of-Funds and is not covered under WisdomTree’s 12(d)(1) exemptive relief or Rule 12d1-4.