WISDOMTREE TRUST

FUND OF FUNDS INVESTMENT AGREEMENT

This Fund of Funds Investment Agreement (“Agreement”) is made as of January 19, 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 the registered investment company, on behalf of each of its current and future series, severally and not jointly, set forth on Appendix A (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 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) Timing/advance notice of redemptions. Only upon the request of the Acquired Fund, the Acquiring Fund will use reasonable efforts to spread orders given to an Authorized Participant that reasonably are expected to result in that Authorized Participant redeeming shares from the Acquired Fund (greater than 15% of the Acquired Fund’s total outstanding shares) over multiple days or to provide advance notification⁹ of such orders to the Acquired Fund whenever practicable and only if consistent with the Acquiring Fund’s and its shareholders’ best interests. The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to sell the Acquired Fund shares and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any. The Acquiring Fund and Acquired Fund each acknowledge and

agree that this voluntary notification provision does not apply to trades placed by the Acquiring Fund in secondary markets.

(iii) 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, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

2.        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, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

3.       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 3(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.

4. 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(b), facsimile or email notice shall not be deemed to have been delivered unless followed promptly by written notice delivered by registered or overnight mail.

If to the Acquired Fund:

WisdomTree Trust

230 Park Avenue

New York, NY 10169

Attn: Fund Legal

Email: 12dNotice@wisdomtree.com

If to the Acquiring Fund:

Northern Lights Fund Trust III

Attn: Richard Malinowski

c/o Ultimus Fund Solutions, LLC

80 Arkay Drive

Hauppauge, NY, 11788

Email: rmalinowski@ultimusfundsolutions.com

With a copy to:

Thompson Hine LLP

Attn: Legal Dept.

41 South High Street, Suite 1700

Columbus, OH 43215

Fax: 614-469-3361

Email: joann.strasser@thompsonhine.com

5.        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 4, 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.

IN WITNESS WHEREOF, the parties have duly executed this Acquiring Fund Investment Agreement as of the date first set forth above.

WisdomTree Trust

By: _/s/ Jonathan Steinberg_________

Name: _Jonathan Steinberg__________

Title: _President__________________

Northern Lights fund trust iii

By: _/s/Eric Kane_________________

Name: Eric Kane

Title: Secretary

APPENDIX A

List of Acquiring Fund(s) to Which the Agreement Applies

CURRENT AND PENDING NORTHERN LIGHTS FUND TRUST III FUNDS
Northern Lights Fund Trust III – 33 Funds
Absolute: (collectively, the “Absolute Funds”) Absolute Capital Asset Allocator Fund (Asset Allocator) Absolute Capital Defender Fund (Capital Defender) ACM: (collectively, the “ACM Funds”) ACM Dynamic Opportunity Fund (ACM Dynamic) ACM Tactical Income Fund (ACM Tactical) Boyd Watterson Limited Duration Enhanced Income Fund (BWLD) Centerstone: (collectively, the “Centerstone Funds”) Centerstone International Fund (“CS International”) Centerstone Investors Funds (“CS Investors”) Counterpoint: (collectively, the “Counterpoint Funds”) Counterpoint Tactical Equity Fund (Counterpoint TE) Counterpoint Tactical Income Fund (Counterpoint TI) Counterpoint Tactical Municipal Fund (Counterpoint TM) CP High Yield Trend ETF (CP HYT) FPA Global Equity ETF (FPA ETF)* Good Harbor Tactical Select Fund (Good Harbor) HCM: (collectively, the “HCM Funds”) HCM Defender 100 Index ETF (HCM 100) HCM Defender 500 Index ETF (HCM 500) HCM Dividend Sector Plus Fund (HCM DSP) HCM Income Plus Fund (HCM IP) HCM Tactical Growth Fund (HCM TG) Issachar Fund (Issachar) Marathon Value Portfolio (Marathon) Newfound Risk Managed U.S. Growth Fund (Newfound) Persimmon Long/Short Fund (Persimmon) Pinnacle: (collectively, the “Pinnacle Funds”) Pinnacle Sherman Multi-Strategy Fund (Pinnacle MS) Pinnacle Sherman Breakaway Strategy Fund (Pinnacle BS) RESQ: (collectively, the “RESQ Funds”) RESQ Dynamic Allocation Fund (RESQ DA) RESQ Strategic Income Fund (RESQ SI) Swan: (collectively, the “Swan Funds”) Swan Defined Risk Fund (Swan DR) Swan Defined Risk Emerging Markets Fund (Swan EM) Swan Defined Risk Foreign Fund (Swan Foreign) Swan Defined Risk U.S. Small Cap Fund (Swan SC) Swan Defined Risk Growth Fund (Swan GF) The Covered Bridge Fund (Covered Bridge) The Teberg Fund (Teberg)	Collectively, FYE 9/30 9/30 9/30 Collectively, FYE 12/31 FYE 12/31 FYE 12/31 FYE 6/30 Collectively, FYE 12/31 FYE 12/31 FYE 12/31 FYE 9/30 FYE 9/30 FYE 9/30 FYE 12/31 FYE TBD FYE 9/30 Collectively, FYE 6/30 6/30 6/30 6/30 6/30 6/30 FYE 9/30 FYE 9/30 FYE 3/31 FYE 9/30 Collectively, FYE 9/30 FYE 9/30 FYE 9/30 Collectively, FYE 9/30 FYE 9/30 FYE 9/30 Collectively, FYE 6/30 6/30 6/30 6/30 6/30 6/30 FYE 9/30 FYE 3/31

* Fund not yet operational as of November 30, 2021

List of Funds to which the Agreement Applies

Acquired Funds

WisdomTree ETFs

CORE

DOMESTIC EQUITY ETFs

Large Cap	Ticker		Exp. Ratio %
U.S. LargeCap		EPS		0.08
U.S. Quality Dividend Growth		DGRW		0.28
U.S. Multifactor		USMF		0.28

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
VALUE
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. Value		WTV	0.12
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	0.42
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

___________________________

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.