STATEMENT OF ADDITIONAL  INFORMATION DATED APRIL 15, 2008 AS REVISED ON JUNE 27,
2008



WISDOMTREE(R) TRUST

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

   WisdomTree U.S. Current Income Fund
   WisdomTree Dreyfus Brazilian Real Fund
   WisdomTree Dreyfus Chinese Yuan Fund
   WisdomTree Dreyfus Euro Fund
   WisdomTree Dreyfus Indian Rupee Fund
   WisdomTree Dreyfus Japanese Yen Fund


   WisdomTree Dreyfus New Zealand Dollar Fund
   WisdomTree Dreyfus South African Rand Fund

The current  Prospectus for each of the Funds is dated April 15, 2008 as revised
on June 23,  2008.  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 ............................    1
Investment Strategies and Risks ...........................................    1
Principal Investment Strategies ...........................................    1
General Risks .............................................................    3
Specific Investment Strategies ............................................   10
Proxy Voting Policy .......................................................   14
Portfolio Holdings Disclosure Policy ......................................   15
Investment Limitations ....................................................   16
Continuous Offering .......................................................   17
Management of the Trust ...................................................   18
Brokerage Transactions ....................................................   26
Additional Information Concerning the Trust ...............................   26
Creation and Redemption of Creation Unit Aggregations .....................   28
Taxes .....................................................................   32
Determination of NAV ......................................................   38
Dividends and Distributions ...............................................   38
Financial Statements ......................................................   38
Miscellaneous Information .................................................   38




                 GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS

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

WisdomTree U.S. Current Income Fund
WisdomTree Dreyfus Brazilian Real Fund
WisdomTree Dreyfus Chinese Yuan Fund
WisdomTree Dreyfus Euro Fund
WisdomTree Dreyfus Indian Rupee Fund
WisdomTree Dreyfus Japanese Yen Fund


WisdomTree Dreyfus New Zealand Dollar Fund
WisdomTree Dreyfus South African Rand Fund

WisdomTree  Asset  Management,  Inc.  ("WisdomTree  Asset  Management")  is  the
investment   adviser   ("Adviser")  to  each  Fund.  Mellon  Capital  Management
Corporation  ("Mellon Capital") is the investment  sub-adviser (a "Sub-Adviser")
for the WisdomTree U.S. Current Income Fund. The Dreyfus Corporation ("Dreyfus")
is the  sub-Adviser  (a  "Sub-Adviser")  for each of the  Brazilian  Real  Fund,
Chinese Yuan Fund, Euro Fund, Indian Rupee Fund,  Japanese Yen Fund, New Zealand
Dollar  Fund and the South  African  Rand Fund  (the  "WisdomTree  International
Currency  Income  Funds").  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  100,000 shares or more  ("Creation  Units").
These  transactions  are usually in exchange for a basket of  securities  and an
amount of cash. As a practical  matter,  only  institutions  or large  investors
purchase or redeem  Creation  Units.  Except when  aggregated in Creation Units,
shares of each Fund are not redeemable securities.


Shares of each Fund are listed on a national securities  exchange,  such as NYSE
ARCA ("NYSE ARCA" or a "Listing Exchange"),  and trade throughout the day on the
Listing  Exchange and other secondary  markets at a 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"  is a  registered  mark of  WisdomTree  Investments  and  has  been
licensed for use by the Trust.  "Dreyfus"  is a registered  mark of "The Dreyfus
Corporation" and has been licensed for use by the Trust.

                         INVESTMENT STRATEGIES AND RISKS

The  investment  objectives  and  general  investment  policies of each Fund are
described in the Prospectus.  Additional information concerning the Funds is set
forth below.

PRINCIPAL INVESTMENT STRATEGIES.

WisdomTree U.S. Current Income Fund

The U.S.  Current  Income Fund seeks to earn  current  income  while  preserving
capital and  maintaining  liquidity by  investing  primarily in very short term,
investment grade money market securities  denominated in U.S. dollars.  The U.S.
Current Income Fund intends to invest in a combination of short-term  securities
issued by the U.S.  government,  its  agencies or  instrumentalities,  bank debt
obligations  and  term  deposits,   bankers'   acceptances,   commercial  paper,
short-term   corporate  debt  obligations,   mortgage-backed   and  asset-backed
securities,  and repurchase  agreements.  In order to reduce interest rate risk,
the U.S. Current Income Fund expects to maintain an average  portfolio  maturity
of 90 days or less,  though  this may  change  from time to time.  The  "average
portfolio  maturity" of a Fund is the average of all the current  maturities  of
the individual securities in the Fund's portfolio.

                                        1



Average  portfolio  maturity is important to investors as an  indication  of the
Fund's  sensitivity to changes in interest  rates.  Funds with longer  portfolio
maturities generally are subject to greater interest rate risk.

As a matter of general policy, the U.S. Current Income Fund has adopted a policy
to invest under normal  circumstances,  at least 80% of the Fund's net assets in
investments that are suggested by its name. If, subsequent to an investment, the
80% requirement is no longer met, the 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 the Fund.

WisdomTree International Currency Income Funds

Each of the Euro Fund and  Japanese  Yen Fund (i) seeks to earn  current  income
reflective of money market rates available to foreign investors in the specified
country or region,  and (ii) seeks to maintain  liquidity  and preserve  capital
measured in the currency of the specified country or region. Each of these Funds
intends to invest  primarily in very short term,  investment  grade money market
securities denominated in the non-U.S.  currency specified in its name. Eligible
investments  include  short-term  securities  issued  by  non-U.S.  governments,
agencies or instrumentalities, bank debt obligations and time deposits, bankers'
acceptances,   commercial   paper,   short-term   corporate  debt   obligations,
mortgage-backed and asset-backed securities.


Each of the  Brazilian  Real Fund,  Chinese Yuan Fund,  Indian  Rupee Fund,  New
Zealand Dollar Fund and South African Rand Fund seeks (i) to earn current income
reflective of money market rates available to foreign investors in the specified
country or region,  and (ii) to  provide  exposure  to changes in the value of a
designated non-U.S. currency relative to the U.S. dollar. Because the market for
money  market  securities  in  these  countries  generally  is less  liquid  and
accessible to foreign  investors  than  corresponding  markets in more developed
economies,  each of these  Funds  intends to achieve  exposure  to the  non-U.S.
market  designated by its name by investing  primarily in short term U.S.  money
market  securities and forward currency  contracts and swaps. The combination of
U.S. money market securities with forward currency  contracts and currency swaps
is  designed  to  create  a  position  economically  similar  to a money  market
instrument denominated in a non-U.S. currency. A forward currency contract is an
agreement to buy or sell a specific  currency at a future date at a price set at
the time of the contract. A currency swap is an agreement between two parties to
exchange one currency for another at a future rate.


In order to reduce interest rate risk, each  International  Currency Income Fund
generally expects to maintain an average  portfolio  maturity of 90 days or less
(60 days or less for the Euro  Fund and  Japanese  Yen  Fund),  though  this may
change from time to time.  The  "average  portfolio  maturity"  of a Fund is the
average of all the current maturities of the individual securities in the Fund's
portfolio. Average portfolio maturity is important to investors as an indication
of the Fund's  sensitivity  to  changes in  interest  rates.  Funds with  longer
portfolio  maturities  generally are subject to greater  interest rate risk. All
money market securities acquired by the International Currency Income Funds will
be rated  in the  upper  two  short-term  ratings  by at  least  two  nationally
recognized statistical rating organizations  ("NSROs") or if unrated,  deemed to
be of equivalent quality.

As a matter of general  policy,  each  International  Currency  Income Fund will
invest under normal circumstances, at least 80% of its net assets in investments
that are tied  economically  to the  particular  country  or  geographic  region
suggested  by  the  Fund's  name.  If,  subsequent  to an  investment,  the  80%
requirement  is no longer met, the 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 the Fund, plus the amount of any borrowings for investment  purposes,
in the types of fixed income or money market securities  suggested by the Fund's
name. The Funds'  investments in such  securities may be represented by forwards
or derivatives  such as options,  futures  contracts,  or swap  agreements  that
provide exposure to such fixed income or money market securities.

All Funds

All U.S.  money  market  securities  acquired  by the Funds will be rated in the
upper two short-term ratings by at least two nationally  recognized  statistical
rating organizations or if unrated,  deemed to be of equivalent quality. A First
Tier security is (i) a rated security that has received a short-term rating from
the NSROs in the highest short-term rating category for debt obligations (within
which there may be sub-categories or gradations  indicating  relative standing);
(ii) is an unrated  security  that is of  comparable  quality to a security,  as
determined  by the  Fund's  board of  directors;  (iii) a  security  issued by a
registered investment company that is a money market fund; (iv) or is a

                                        2



security   issued  by  the  U.S.   government   or  any  of  its   agencies   or
instrumentalities.  A Second Tier security is a rated security that has received
a  short-term  rating  other  than a first  tier  rating  from an NSRO  for debt
obligations  (within which there may be sub-categories or gradations  indicating
relative standing) or is an unrated security that is of comparable quality. Each
Fund  intends  to limit  its  overall  exposure  to  Second  Tier  money  market
securities to 5% of total assets. Any security  originally issued as a long-term
obligation  will be rated A or  higher at the time of  purchase  by at least two
NSROs or if unrated, deemed to be of equivalent quality.

The Funds  will not  concentrate  25% or more of the  value of their  respective
total assets (taken at market value at the time of each  investment)  in any one
industry,  as that term is used in the 1940 Act  (except  that this  restriction
does not apply to  obligations  issued by the U.S.  government,  or any non-U.S.
government,    or   their   respective   agencies   and   instrumentalities   or
government-sponsored  enterprises), except that each Fund intends to concentrate
in the financial sector.

Each of the Funds intends to qualify each year as a regulated investment company
(a "RIC") under  Subchapter M of the Internal  Revenue Code of 1986,  as amended
(the "Code"), so that it will not be subject to federal income tax on income and
gains that are timely  distributed to Fund  shareholders.  Each Fund will invest
its assets,  and otherwise conduct its operations,  in a manner that is intended
to satisfy the qualifying income,  diversification and distribution requirements
necessary to establish and maintain RIC qualification under Subchapter M.

No portfolio security held by a Fund (other than U.S. government  securities and
non-U.S.  government securities) will represent more than 30% of the weight of a
Fund and the five highest  weighted  portfolio  securities of a Fund (other than
U.S. government  securities and/or non-U.S.  government  securities) will not in
the  aggregate  account  for more than 65% of the  weight  of a Fund.  For these
purposes,  a  Fund  may  treat  repurchase  agreements  collateralized  by  U.S.
government  securities  or non-U.S.  government  securities  as U.S. or non-U.S.
government securities, as applicable.

The U.S. Current Income Fund intends to be  "diversified",  as such term is used
in the 1940 Act.  This means that the Fund will not,  with respect to 75% of the
Fund's total assets, purchase the securities of any one issuer (other than cash,
other  investment  companies  and  securities  issued or  guaranteed by the U.S.
government  or  its  agencies  and  instrumentalities  or   government-sponsored
enterprises),  if immediately after such purchase (a) more than 5% of the Fund's
total assets would be invested in the  securities of that issuer or (b) the Fund
would hold more than 10% of the  outstanding  voting  securities of that issuer.
Each of the other Funds is considered "non-diversified", as such term is used in
the 1940 Act.

GENERAL RISKS. An investment in a Fund should be made with an understanding that
the value of a Fund's  portfolio and secondary  market trading price is expected
to  fluctuate.  Each  Fund's NAV and market  price will  change in response to a
variety of market conditions and other factors. An investor in a Fund could lose
money over short or even long  periods of time.  Although  each Fund  invests in
short-term U.S and/or non-U.S. money market securities, the Funds do not seek to
maintain a constant NAV and are not traditional money market funds. The price of
the securities held by the Funds, and thus the value of a Fund's  portfolio,  is
expected to fluctuate in accordance with general economic  conditions,  interest
rates,  political  events and other  factors.  An investment in a Fund should be
made with an  understanding  of the risks  inherent  in an  investment  in money
market  securities.  The value of money market  securities,  and the value of an
investment  in a Fund,  may change in  response  to changes in  interest  rates.
Generally,  if U.S.  interest rates rise,  then the value of a U.S. money market
security is expected to decrease.  Similarly,  if non-U.S,  interest rates rise,
the value of a money market security denominated in that non-U.S. currency would
also be expected to decrease. In general,  securities with longer maturities are
more vulnerable to interest rate changes.

Investor perceptions may also impact the value of Fund investments and the value
of an investment in Fund shares.  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.
Issuer specific  conditions may also affect the value of a Fund investment.  The
financial  condition  of an issuer of a money  market  security  may cause it to
default or become  unable to pay interest or principal  due on the  security.  A
Fund cannot collect  interest and principal  payments on a money market security
if the issuer  defaults.  Accordingly,  the value of an investment in a Fund may
change in response to issuer  defaults and changes in the credit  ratings of the
Fund's portfolio securities.

                                        3



Although  the  Funds  attempt  to  invest  in  highly  liquid   securities   and
instruments, there can be no guarantees that a liquid market for such securities
and instruments  will be maintained.  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 holdings are limited.

FOREIGN  SECURITIES  RISK.  Each  International  Currency  Income Fund invests a
significant portion of its assets in non-U.S.  securities and instruments, or in
instruments   that  provide   exposure  to  such  securities  and   instruments.
Investments in non-U.S.  securities and instruments can involve additional risks
relating to political,  economic,  or regulatory  conditions not associated with
investments in U.S.  securities and  instruments.  These risks include  trading,
settlement,  custodial,  and other  operational  risks, and, in some cases, less
stringent investor protection and disclosure standards.  Non-U.S.  jurisdictions
may also impose additional  withholding and other taxes. Since non-U.S.  markets
may be open on days when U.S. markets are closed, the value of the securities in
a Fund's  portfolio  may  change on days when  shareholders  will not be able to
purchase  or sell the Fund's  shares.  Each of these  factors can  increase  the
volatility  of an  investment  in Fund shares and have a negative  effect on the
value of Fund shares.

FOREIGN  CURRENCY  RISK.  Investments  denominated  in non-U.S.  currencies  and
investments in securities  that provide  exposure to such  currencies,  currency
exchange rates or interest rates are subject to non-U.S.  currency risk. Changes
in currency  exchange rates and the relative value of non-U.S.  currencies  will
affect  the value of a Fund's  investment  and the  value of your  Fund  shares.
Because each International Currency Income 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.  Conversely,  the
dollar value of your  investment in the Fund may go up if the value of the local
currency appreciates against the U.S. dollar.

The value of the U.S. dollar against other currencies is influenced by a variety
of factors.  These factors  include:  national  debt levels and trade  deficits,
changes in balances of payments  and trade,  domestic  and foreign  interest and
inflation rates,  global or regional  political,  economic or financial  events,
monetary policies of governments,  actual or potential government  intervention,
and global energy prices.  Political instability,  the possibility of government
intervention and restrictive or opaque business and investment policies may also
reduce the value of a country's  currency.  Government  monetary polices and the
buying or selling of  currency  by a  country's  government  may also  influence
exchange rates.

Currencies  of  developing  market  countries  may be subject  to  significantly
greater risks than currencies of developed  countries.  Many  developing  market
countries have experienced steady declines or even sudden  devaluations of their
currencies relative to the U.S. dollar. Some non-U.S.  market currencies may not
be traded  internationally,  may be  subject  to strict  limitations  on foreign
investment   and  may  be  subject  to  frequent  and   unannounced   government
intervention.  Government  intervention  and currency  controls can decrease the
value and  significantly  increase the  volatility  of an investment in non-U.S.
currency.  Although the currencies of some  developing  market  countries may be
convertible  into U.S.  dollars,  the  achievable  rates may  differ  from those
experienced by domestic  investors because of foreign  investment  restrictions,
withholding  taxes,  lack of liquidity or other reasons.

DIVERSIFICATION  RISK.  Although  each Fund  intends  to invest in a variety  of
securities and instruments, only the U.S. Current Income Fund will be considered
"diversified" as such term is used in the 1940 Act. Each International  Currency
Income Fund will be considered  "non-diversified" as such term is defined by the
1940 Act.  A  "non-diversified"  classification  means  that a Fund has  greater
latitude  than a  diversified  fund to  invest  in a single  issuer or a smaller
number of issuers.  Therefore,  each  International  Currency Income 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.

Each Fund  does,  however,  intend  to  maintain  the  level of  diversification
necessary to qualify as a RIC under  Subchapter M of the Code.  The Subchapter M
diversification  tests generally require that (i) a Fund invest no more than 25%
of its total assets in securities (other than securities of the U.S.  government
or other RICs) of any one issuer or two or more issuers that are  controlled  by
the  Fund and that are  engaged  in the  same,  similar  or  related  trades  or
businesses,  and (ii) at least 50% of a Fund's total assets  consist of cash and
cash  items,  U.S.  government  securities,  securities  of other RICs and other
securities,  with investments in such other securities limited in respect of any
one issuer to an amount  not  greater  than 5% of the value of the Fund's  total
assets and 10% of the outstanding  voting  securities of such issuer.  These tax
requirements  are  generally  applied  at the end of each  quarter  of a  Fund's
taxable year.

                                        4



DEVELOPING  MARKETS RISK.  The Brazilian  Real Fund,  the Chinese Yuan Fund, the
Indian Rupee Fund and the South African Rand Fund each invests substantially all
of its  assets  in a market  or  markets  considered  to be  "developing"  or in
securities that provide  exposure to such  market(s).  These Funds are sometimes
referred to herein as "Developing Market Funds." Investing in developing markets
may be subject to additional risks not associated with more developed economies.
Such  risks may  include:  (i) the risk  that  government  and  quasi-government
entities may not honor their obligations,  (ii) greater market volatility, (iii)
lower trading volume and liquidity,  (iv) greater social, political and economic
uncertainty, (v) governmental controls on foreign investments and limitations on
repatriation of invested  capital,  (vi) the risk that governments and companies
may be held to lower disclosure,  corporate  governance,  auditing and financial
reporting standards than companies in more developed markets, and (vii) the risk
that there may be less  protection of property  rights than in other  countries.
Some  developing  markets have  experienced  and may continue to experience high
inflation rates,  currency  devaluations and economic recessions.  Unanticipated
political or social developments may result in sudden and significant investment
losses,  and may affect the ability of governments  and  government  agencies in
these markets to meet their debt obligations.  Developing  markets are generally
less liquid and less  efficient  than developed  securities  markets.  These and
other  factors  could  have a  negative  impact on the  Funds'  performance  and
increase the volatility of an investment in a Fund.

OFFSHORE  INVESTOR RISK. The opportunity  for U.S.  investors to access non-U.S.
markets can be limited due to a variety of factors including foreign  government
regulations,  adverse tax treatment and currency  convertibility  issues.  These
limitations  or  restrictions  may impact the  pricing of  securities  providing
offshore exposure to locally denominated  non-U.S.  securities.  Therefore,  the
returns achieved by U.S. investors could differ from those available to domestic
investors in non-U.S. markets.

INVESTMENTS  IN BRAZIL.  The Brazilian Real Fund seeks to achieve its investment
objective by investing in very short term money market securities denominated in
Brazilian  Real and/or  investments  designed to provide  exposure to  Brazilian
currency  and  money  market  rates.   Investing  in  Brazil  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 a 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 balance
of  trade  could  have  on  Brazilian   economic  stability  and  the  Brazilian
government's  economic  policy,  (v) potentially  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, (viii) political and other considerations, including
changes in applicable  Brazilian tax laws, and (ix)  restrictions on investments
by  foreigners.  While the  economy of Brazil has enjoyed  substantial  economic
growth in recent  years there can be no  guarantee  this  growth will  continue.
These and other factors could have a negative  impact on the Fund's  performance
and increase the volatility of an investment in the Fund.

INVESTMENTS  IN CHINA.  The Chinese  Yuan Fund seeks to achieve  its  investment
objective by investing in very short term money market securities denominated in
Chinese Yuan and/or investments designed to provide exposure to Chinese currency
and money market rates.  Investing in China involves special  considerations not
typically   associated   with  investing  in  countries  with  more   democratic
governments  or more  established  economies  or currency  markets.  These risks
include:  (i)  the  risk  of  nationalization  or  expropriation  of  assets  or
confiscatory taxation, (ii) greater governmental involvement in and control over
the economy,  interest  rates and currency  exchange  rates,  (iii)  controls on
foreign  investment and limitations on repatriation  of invested  capital,  (iv)
greater social,  economic and political uncertainty (including the risk of war),
(v)  dependency on exports and the  corresponding  importance  of  international
trade, (vi) currency exchange rate fluctuations; and (vii) the risk that certain
companies in which the Fund may invest may have dealings with countries  subject
to sanctions or embargoes imposed by the U.S.  government or identified as state
sponsors  of  terrorism.  The  government  of China  maintains  strict  currency
controls in support of economic,  trade and political  objectives  and regularly
intervenes in the currency market. The government's  actions in this respect may
not be transparent or predictable.  As a result,  the value of the Yuan, and the
value of securities designed to provide exposure to the Yuan, can change quickly
and arbitrarily.  Furthermore, it is difficult for foreign investors to directly
access  money  market  securities  in China  because of  investment  and trading
restrictions. While the economy of China has enjoyed substantial economic growth
in recent years there can be no

                                        5



guarantee  this growth will  continue.  These and other factors may decrease the
value and  liquidity  of the Fund's  investments,  and  therefore  the value and
liquidity of an investment in the Fund.


INVESTMENTS  IN INDIA.  The Indian  Rupee Fund seeks to achieve  its  investment
objective by investing in very short term money market securities denominated in
Indian Rupee and/or investments  designed to provide exposure to Indian currency
and money market rates.  Investments in India involve special considerations not
typically associated with investing in countries with more established economies
or  currency  markets.   Political  and  economic   conditions  and  changes  in
regulatory,  tax, or economic  policy in India  could  significantly  affect the
market in that  country  and in  surrounding  or  related  countries  and have a
negative  impact  on a Fund's  performance.  Agriculture  occupies  a  prominent
position  in  the  Indian  economy  and  the  Indian  economy  therefore  may be
negatively  affected by adverse weather  conditions.  The Indian  government has
exercised and continues to exercise  significant  influence over many aspects of
the  economy,   and  the  number  of  public  sector  enterprises  in  India  is
substantial.  While the Indian  government has implemented  economic  structural
reform with the objective of liberalizing  India's  exchange and trade policies,
reducing the fiscal deficit,  controlling inflation,  promoting a sound monetary
policy,  reforming the financial sector,  and placing greater reliance on market
mechanisms to direct  economic  activity,  there can be no assurance  that these
policies  will continue or that the economic  recovery will be sustained.  While
the  government of India is moving to a more liberal  approach,  it still places
restrictions  on the capability and capacity of foreign  investors to access and
trade Rupee directly.  Foreign investors in India still face burdensome taxes on
investments  in income  producing  securities.  While the  economy  of India has
enjoyed  substantial  economic  growth in recent years there can be no guarantee
this growth will  continue.  These and other  factors may decrease the value and
liquidity of the Fund's investments, and therefore the value and liquidity of an
investment in the Fund.

INVESTMENTS  IN NEW  ZEALAND.  The New Zealand  Dollar Fund seeks to achieve its
investment  objective by  investing  in very short term money market  securities
denominated  in New  Zealand  Dollars  and/or  investments  designed  to provide
exposure  to New Zealand  currency  and money  market  rates.  Investing  in New
Zealand involves certain  considerations not typically associated with investing
in securities of United States  companies or the United States  government.  New
Zealand is generally considered to be a developed market, and investments in New
Zealand  generally do not have risks  associated with them that are present with
investments  in developing or "emerging"  markets.  The health of the economy is
strongly  tied to commodity  exports and has  historically  been  vulnerable  to
global slowdowns.

INVESTMENTS  IN SOUTH  AFRICA.  The South African Rand Fund seeks to achieve its
investment  objective by  investing  in very short term money market  securities
denominated  in South  African  Rand  and/or  investments  designed  to  provide
exposure to South African  currency and money market  rates.  Investing in South
Africa involves special  considerations not typically  associated with investing
in countries with more established economies or currency markets. 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.   South  Africa's  two-tiered  economy,  with  one  rivaling  other
developed countries and the other exhibiting many  characteristics of developing
countries,  is characterized by uneven  distribution of wealth and income.  This
may cause  civil and  social  unrest,  which  could  adversely  impact the South
African economy. In addition, there is a serious health crisis due to high rates
of human  immunodeficiency  virus (HIV).  South Africa's currency has fluctuated
significantly  in 2008 and may be vulnerable to significant  devaluation.  There
can be no assurance  that  initiatives by the government to address these issues
will achieve the desired results.  While the economy of South Africa has enjoyed
substantial  economic  growth in recent  years  there can be no  guarantee  this
growth will  continue.  These and other factors could have a negative  impact on
the Funds'  performance  and increase the volatility of an investment in a Fund.


TAX RISK.  To qualify  for the  favorable  U.S.  federal  income  tax  treatment
accorded to RICs, a Fund must,  among other things,  derive in each taxable year
at least 90% of its gross  income  from  certain  prescribed  sources.  The U.S.
Treasury  Department  has  authority  to issue  regulations  that would  exclude
foreign  currency  gains from  qualifying  income if such gains are not directly
related to a fund's business of investing in stock or securities. Accordingly,

                                        6



regulations may be issued in the future that could treat some or all of a Fund's
foreign  currency gains as  non-qualifying  income,  which might  jeopardize the
Fund's status as a RIC for all years to which the regulations are applicable. If
for any taxable year a Fund does not qualify as a RIC, all of its taxable income
(including  its net  capital  gain) for that  year  would be  subject  to tax at
regular corporate rates without any deduction for distributions to shareholders,
and such  distributions  would be taxable to  shareholders as dividend income to
the extent of the Fund's current and accumulated earnings and profits.

SPECIFIC INVESTMENT STRATEGIES

A description of certain investment strategies and types of investments that may
be used by some or all of the Funds is set forth below.

U.S. GOVERNMENT SECURITIES. Each Fund may purchase short-term obligations issued
or guaranteed by the U.S. Treasury or the agencies or  instrumentalities  of the
U.S.  government.  U.S. government  securities are obligations of, or guaranteed
by, the U.S. government, its agencies or government-sponsored  enterprises. U.S.
government  securities  are subject to market and interest rate risk, and may be
subject to varying degrees of credit risk. U.S.  government  securities  include
inflation-indexed  fixed  income  securities,  such as U.S.  Treasury  Inflation
Protected  Securities  (TIPS).  U.S.  government  securities include zero coupon
securities, which tend to be subject to greater market risk than interest-paying
securities of similar maturities.

NON-U.S.  GOVERNMENT SECURITIES AND SECURITIES OF SUPRANATIONAL  ENTITIES.  Each
Fund may  invest in  short-term  securities  issued or  guaranteed  by  non-U.S.
governments,  agencies and instrumentalities.  The U.S. Current Income Fund does
not intend to invest in non-U.S.  government securities,  though it reserves the
right to do so. Non-U.S.  government  securities include direct obligations,  as
well as obligations guaranteed by a foreign government.  These guarantees do not
guarantee the market value of the obligations, which can increase or decrease in
value.  Securities issued by supranational entities include securities issued by
organizations  designated  or  supported  by  governmental  entities  to promote
economic  development  and  international  financial  institutions  and  related
government  agencies,  such as the World Bank.  These  securities are subject to
varying degrees of credit risk and interest rate risk.

BANK  DEPOSITS  AND  OBLIGATIONS.  The Funds may  invest in  deposits  and other
obligations of U.S. and non-U.S. banks and financial institutions.  Deposits and
obligations of banks and financial institutions include certificates of deposit,
time  deposits,  and  bankers'  acceptances.  Certificates  of deposit  and time
deposits represent an institution's  obligation to repay funds deposited with it
that earn a specified  interest  rate.  Certificates  of deposit are  negotiable
certificates,  while  time  deposits  are  non-negotiable  deposits.  A banker's
acceptance  is a time  draft  drawn on and  accepted  by a bank  that  becomes a
primary and unconditional liability of the bank upon acceptance.  Investments in
obligations of non-U.S.  banks and financial institutions may involve risks that
are different from investments in obligations of U.S. banks. These risks include
future   unfavorable   political   and   economic   developments,   seizure   or
nationalization of foreign deposits,  currency controls, interest limitations or
other  governmental  restrictions  that might affect the payment of principal or
interest on the securities held in the Fund.

COMMERCIAL PAPER.  Commercial paper is an unsecured  short-term  promissory note
with a fixed maturity of no more than 270 days issued by corporations, generally
to finance short-term business needs. The commercial paper purchased by the U.S.
Current Income Fund and the International  Currency Income Funds (other than the
Developing  Market Funds)  generally  will be rated in the upper two  short-term
ratings by at least two NSROs or if unrated,  deemed to be of equivalent quality
by the WisdomTree Asset Management or the Sub-Adviser.

If a security  satisfies  the rating  requirement  upon initial  purchase and is
subsequently  downgraded,  a Fund is not required to dispose of the security. In
the event of such an occurrence,  WisdomTree Asset Management or the Sub-Adviser
will determine what action, including potential sale, is in the best interest of
the Fund.

Each Fund may also purchase unrated commercial paper provided that such paper is
determined to be of comparable  quality by  WisdomTree  Asset  Management or the
Sub-Adviser.  Commercial  paper  issues in which  each Fund may  invest  include
securities issued by corporations  without registration under the Securities Act
of  1933  (the  "Securities  Act")  in  reliance  on  the  exemption  from  such
registration afforded by Section 3(a)(3) thereof, and commercial paper issued in
reliance on the so-called "private placement" exemption from registration, which
is  afforded by Section  4(2) of the  Securities  Act  ("Section  4(2)  paper").
Section 4(2) paper is restricted as to

                                        7



disposition under the federal  securities laws in that any resale must similarly
be made in an exempt transaction. Section 4(2) paper is normally resold to other
institutional investors through or with the assistance of investment dealers who
make a market in Section 4(2) paper, thus providing liquidity.

CORPORATE  DEBT  OBLIGATIONS.  The  Funds  also may  invest  in  corporate  debt
obligations  with less than 397 calendar days  remaining to maturity.  Corporate
debt securities are  interest-bearing  securities in which the corporate  issuer
has a contractual  obligation to pay interest at a stated rate on specific dates
and to repay principal periodically or on a specified maturity date. Investments
will be limited to securities rated in the top three long-term rating categories
by at least one NSRO, or if unrated,  deemed to be of equivalent  quality.  If a
security   satisfies  the  rating  requirement  upon  initial  purchase  and  is
subsequently  downgraded,  a Fund is not required to dispose of the security. In
the event of such an occurrence,  WisdomTree Asset Management or the Sub-Adviser
will determine what action, including potential sale, is in the best interest of
the Fund.

FLOATING AND  ADJUSTABLE  RATE NOTES.  The Funds may purchase  floating rate and
adjustable rate obligations,  such as demand notes, bonds, and commercial paper.
These securities may bear interest at a rate that resets based on standard money
market indices or are  remarketed at current  market rates.  They may permit the
holder to demand payment of principal at any time or at specified  intervals not
exceeding 397 days.  The issuer of such  obligations  may also have the right to
prepay,  in its discretion,  the principal  amount of the  obligations  plus any
accrued  interest.  The "reset date" of securities  held by the Funds may not be
longer than 397 days (and therefore  would be considered to be within the Funds'
general maturity restriction of 397 days).

MORTGAGE-BACKED  AND ASSET BACKED  SECURITIES.  Each Fund may invest in mortgage
backed and asset-backed securities.  Mortgage-backed  securities are secured (or
backed) by pools of commercial or residential mortgages. Asset-backed securities
are  secured (or backed) by other  types of assets,  such as  automobile  loans,
installment  sale  contracts,  credit card  receivables or other similar assets.
Mortgage-backed  and  asset-backed  securities  are issued by  entities  such as
Ginnie Mae, Fannie Mae, the Federal Home Loan Mortgage  Corporation,  commercial
banks, trusts, special purpose entities, finance companies, finance subsidiaries
of  industrial  companies,  savings and loan  associations,  mortgage  banks and
investment banks.

Investing in  mortgage-backed  and asset-backed  securities is subject to credit
risk and interest  rate risk.  They are also subject to the risk of  prepayment,
which can change the nature  and extent of the Fund's  interest  rate risk.  The
market for mortgage-backed  securities may not be liquid under all interest rate
scenarios,  which may prevent the Fund from selling such  securities held in its
portfolio at times or prices that it desires.

FOREIGN  CURRENCY  TRANSACTIONS.  Each  Fund  may  engage  in  foreign  currency
transactions  (though  the U.S.  Current  Income Fund does not intend to do so).
Each Fund may  invest  directly  in foreign  currencies  in the form of bank and
financial institution deposits, certificates of deposit, and bankers acceptances
denominated in a specified non-U.S. currency.

Each Fund may enter into foreign currency exchange transactions.  Each Fund will
conduct its foreign currency exchange transactions either on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign currency exchange market, or by
entering into forward currency  contracts to purchase or sell foreign currencies
or  forward  currency  swaps  to  exchange  cash  flows  based  on the  notional
difference among two or more currencies.


DERIVATIVES.  Each Fund may use derivative instruments as part of its investment
strategies.  The Brazilian Real Fund,  Chinese Yuan Fund, Indian Rupee Fund, New
Zealand  Dollar  Fund and South  African  Rand Fund will  likely  have a greater
portion of their assets invested through  derivative  instruments than the other
Funds. The other Funds do not intend to use derivatives to a significant extent,
though they reserve the right to do so.


Generally,  derivatives are financial  contracts whose value depends upon, or is
derived from, the value of an underlying asset, reference rate or index, and may
relate to bonds, interest rates, currencies,  commodities,  and related indexes.
Examples of derivative instruments include forward currency contracts,  currency
and interest rate swaps, currency options, futures contracts, options on futures
contracts and swap  agreements.  A Fund's use of derivative  instruments will be
underpinned  by  investments  in short  term,  high-quality  U.S.  money  market
securities.

With respect to certain  kinds of  derivative  transactions  entered into by the
Funds  that  involve  obligations  to make  future  payments  to third  parties,
including, but not limited to, futures,  forward contracts,  swap contracts, the
purchase

                                        8



of securities on a when-issued or delayed delivery basis, or reverse  repurchase
agreements, under applicable federal securities laws, rules, and interpretations
thereof,   the  Fund  must  "set  aside"   (referred   to  sometimes  as  "asset
segregation")  liquid  assets,  or  engage in other  measures  to  "cover"  open
positions  with  respect to such  transactions.  For  example,  with  respect to
forward foreign currency  exchange  contracts and futures contracts that are not
contractually  required to "cash-settle," the Fund must cover its open positions
by setting aside liquid assets equal to the  contracts'  full,  notional  value,
except that deliverable  foreign currency exchange contracts for currencies that
are liquid will be treated as the  equivalent of  "cash-settled"  contracts.  As
such,  the Fund may set aside  liquid  assets in an amount  equal to the  Fund's
daily marked-to-market (net) obligation (i.e., the Fund's daily net liability if
any) rather than the full notional amount under such deliverable forward foreign
currency exchange  contracts.  With respect to forward foreign currency exchange
contracts   and   futures   contracts   that  are   contractually   required  to
"cash-settle,"  the Fund may set aside  liquid  assets in an amount equal to the
Fund's daily  marked-to-market  (net) obligation rather than the notional value.
The Fund  reserves  the right to modify its asset  segregation  policies  in the
future.

FORWARD CURRENCY  CONTRACTS.  A forward currency  contract  involves a privately
negotiated  obligation to purchase or sell a specific  currency at a future date
(usually less than one year) at a price set at the time of the  contract.  These
contracts are traded in the interbank market conducted directly between currency
traders (usually large,  commercial  banks) and their  customers.  Each Fund may
enter into forward  currency  contracts in order to "lock in" the exchange  rate
between the  currency it will  deliver and the  currency it will receive for the
duration of the  contract.  The  settlement  of the contracts may occur with the
delivery of a specified  amount of currency or a net cash  settlement  in a base
currency equivalent to the market value of the contract. Each Fund may invest in
a combination of forward currency  contracts and U.S.  dollar-denominated  money
market  securities in an attempt to obtain an investment  result that is similar
to a direct  investment  in a  foreign  currency  denominated  instrument.  This
investment  technique,  if  successful,  creates a  "synthetic"  position in the
particular foreign currency instrument the Fund is trying to duplicate.

NON-DELIVERABLE  FORWARD  CONTRACTS.  A  non-deliverable  forward  contract is a
forward  contract  where there is no physical  settlement  of two  currencies at
maturity.  Non-deliverable  forward  contracts are contracts  between parties in
which one party  agrees  to make  periodic  payments  to the  other  party  (the
"Counterparty")  based on the  change  in market  value or level of a  specified
currency.  In return,  the Counterparty  agrees to make periodic payments to the
first   party  based  on  the  return  of  a   different   specified   currency.
Non-deliverable forward contracts will usually be done on a net basis, each Fund
receiving or paying only the net amount of the two  payments.  The net amount of
the excess,  if any,  of each  Fund's  obligations  over its  entitlements  with
respect to each non-deliverable forward contract is accrued on a daily basis and
an amount of cash or highly liquid securities having an aggregate value at least
equal to the accrued excess is maintained in an account at the Trust's custodian
bank.  The  risk of loss  with  respect  to  non-deliverable  forward  contracts
generally is limited to the net amount of payments that a Fund is  contractually
obligated to make or receive. Non-deliverable forward contracts are also subject
to the risk that the counterparty will default on its obligations.

CURRENCY  AND  INTEREST  RATE  SWAPS.  Each of the  Funds  may  enter  into swap
agreements, including interest rate swaps and currency swaps. A typical interest
rate swap involves the exchange of a floating  interest rate payment for a fixed
interest payment.  A typical foreign currency swap involves the exchange of cash
flows based on the notional  difference among two or more currencies  (e.g., the
U.S.  dollar and the Brazilian  Real).  Swap  agreements  may be used to achieve
exposure  to,  for  example,  currencies,   interest  rates,  and  money  market
securities  without  actually  purchasing  such  currencies or securities.  Each
International  Currency  Income  Fund  will use swap  agreements  to invest in a
market without owning or taking physical custody of the underlying securities in
circumstances  in which direct  investment is restricted for legal reasons or is
otherwise impracticable.  Swap agreements will tend to shift a Fund's investment
exposure from one type of  investment  to another or from one payment  stream to
another.  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 currencies,  corporate borrowing rates, or other factors,  and
may increase or decrease the overall  volatility of a Fund's investments and its
share price.

CURRENCY  OPTIONS.  Each Fund may buy or sell put and call  options  on  foreign
currencies either on exchanges or in the  over-the-counter  market. A put option
on a foreign  currency  gives the  purchaser  of the  option the right to sell a
foreign  currency at the exercise price until the option expires.  A call option
on a foreign  currency  gives the  purchaser of the option the right to purchase
the currency at the exercise price until the option expires.

                                        9



FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS.  The International  Currency
Income Funds may use futures  contracts and related  options:  (i) to attempt to
gain exposure to foreign  currencies,  and (ii) to attempt to gain exposure to a
particular market, instrument or index.

A futures  contract may  generally  be described as an agreement  for the future
sale by one party  and the  purchase  by  another  of a  specified  security  or
instrument at a specified price and time. An option on a futures  contract gives
the  purchaser  the right,  in exchange  for  payment of a premium,  to assume a
position in a futures contract at a specified  exercise price during the term of
the option.  A put option  gives the  purchaser of the option the right to sell,
and the writer of the option the obligation to buy, the  underlying  security or
instrument  at any time  during the option  period.  A call option on a security
gives the purchaser of the option the right to buy, and the writer of the option
the obligation to sell, the underlying security or instrument at any time during
the option period.

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  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.  This is designed to result in a fixed
rate of return  for the Fund  insulated  from  market  fluctuations  during  the
holding  period.  Although they are  collateralized,  repurchase  agreements are
subject to market and credit risk. As discussed herein,  the Fund may not invest
more than 10% of its net assets in illiquid  securities.  A repurchase agreement
maturing in more than seven days may be considered an illiquid security.

REVERSE  REPURCHASE  AGREEMENTS.  Each Fund may enter  into  reverse  repurchase
agreements.  Reverse  repurchase  agreements  are a type of borrowing in which a
Fund sells  securities to a third party and agrees to repurchase  the securities
from the  third  party 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.

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.

ILLIQUID  SECURITIES.  Each Fund may invest up to an aggregate  amount of 10% 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 10% of
its assets invested in illiquid or not readily marketable securities.

FINANCIAL  SECTOR  INVESTMENTS.  The Funds  may  invest  in  companies  that are
considered to be in the financial sector,  including commercial banks, brokerage
firms, diversified financial services, a variety of firms in all segments of the
insurance  industry  (such  as  multi-line,  property  and  casualty,  and  life
insurance) and real estate related companies.

The financial sector is currently undergoing relatively rapid change as existing
distinctions  between financial service segments become less clear. For example,
recent business  combinations have included insurance,  finance,  and securities
brokerage  under single  ownership.  Some  primarily  retail  corporations  have
expanded into securities

                                       10



and  insurance  industries.  Moreover,  the federal  laws  generally  separating
commercial and investment banking are currently being studied by Congress.

Rule  12d3-1  under the 1940 Act limits the extent to which a fund may invest in
the  securities  of any one company  that  derives more than 15% of its revenues
from brokerage,  underwriting or investment  management  activities.  A fund may
purchase  securities  of an  issuer  that  derived  more  than 15% of its  gross
revenues in its most  recent  fiscal  year from  securities-related  activities,
subject to the following conditions:  (1) the purchase cannot cause more than 5%
of the fund's total assets to be invested in securities of that issuer;  (2) for
any equity security,  the purchase cannot result in the fund owning more than 5%
of the  issuer's  outstanding  securities  in  that  class;  and  (3) for a debt
security,  the  purchase  cannot  result in the fund owning more than 10% of the
outstanding principal amount of the issuer's debt securities.

In  applying  the  gross  revenue  test,  an  issuer's  own   securities-related
activities  must be  combined  with  its  ratable  share  of  securities-related
revenues  from  enterprises  in which it owns a 20% or greater  voting or equity
interest. All of the above percentage limitations, as well as the issuer's gross
revenue test, are applicable at the time of purchase.  With respect to warrants,
rights, and convertible securities, a determination of compliance with the above
limitations shall be made as though such warrant, right, or conversion privilege
had been exercised. The Funds will not be required to divest their holdings of a
particular issuer when circumstances subsequent to the purchase cause one of the
above conditions to not be met. The purchase of a general  partnership  interest
in a securities-related business is prohibited.

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 fundamental investment  restrictions
or policies.

                               PROXY VOTING POLICY


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

Mellon  Capital,  through  their  participation  on BNY  Mellon's  Proxy  Policy
Committee ("PPC"), have each adopted a Proxy Voting Policy,  related procedures,
and voting  guidelines  which are applied to those client accounts over which it
has been  delegated  the authority to vote proxies.  In voting  proxies,  Mellon
Capital seeks to act solely in the best  financial and economic  interest of the
applicable  client.  Mellon Capital will carefully  review  proposals that would
limit shareholder control or could affect the value of a client's investment. It
will  generally  oppose  proposals  designed to insulate an issuer's  management
unnecessarily  from the wishes of a majority of shareholders.  It will generally
support proposals designed to provide management with short-term insulation from
outside  influences so as to enable them to bargain  effectively  with potential
suitors  and  otherwise   achieve   long-term  goals.  On  questions  of  social
responsibility where economic performance does not appear to be an issue, Mellon
Capital will attempt to ensure that management reasonably responds to the social
issues.  Responsiveness will be measured by management's  efforts to address the
proposal  including,  where  appropriate,  assessment of the implications of the
proposal to the ongoing  operations of the company.  The PPC will pay particular
attention to repeat issues where  management has failed in its commitment in the
intervening  period to take actions on issues.  Mellon  Capital  recognizes  its
their duty to vote proxies in the best interests of its clients.  Mellon Capital
seeks to avoid material  conflicts of interest through its  participation in the
PPC, which applies detailed, pre-determined proxy voting guidelines (the "Voting
Guidelines") in an objective and consistent manner across client accounts, based
on internal and external research and recommendations  provided by a third party
vendor, and without consideration of any client relationship  factors.  Further,
Mellon  Capital  and its  affiliates  engage  a third  party  as an  independent
fiduciary to vote all proxies for BNY Mellon  securities and  affiliated  mutual
fund securities.


All proxy voting  proposals  are  reviewed,  categorized,  analyzed and voted in
accordance   with  the  Voting   Guidelines.   These   guidelines  are  reviewed
periodically  and updated as  necessary to reflect new issues and any changes in
our policies on specific issues.  Items that can be categorized under the Voting
Guidelines  will be  voted  in  accordance  with any  applicable  guidelines  or
referred to the PPC, if the  applicable  guidelines so require.  Proposals  that
cannot be categorized  under the Voting  Guidelines  will be referred to the PPC
for discussion and

                                       11



vote.  Additionally,  the PPC may review any proposal  where it has identified a
particular  company,  industry  or issue for  special  scrutiny.  With regard to
voting proxies of foreign companies,  the Adviser weighs the cost of voting, and
potential  inability to sell the  securities  (which may occur during the voting
process)  against the benefit of voting the proxies to determine  whether or not
to vote.

In evaluating  proposals  regarding  incentive plans and restricted stock plans,
the PPC typically  employs a shareholder  value transfer model. This model seeks
to assess  the  amount of  shareholder  equity  flowing  out of the  company  to
executives as options are exercised. After determining the cost of the plan, the
PPC  evaluates  whether  the cost is  reasonable  based on a number of  factors,
including industry  classification and historical performance  information.  The
PPC generally  votes against  proposals that permit the repricing or replacement
of stock options  without  shareholder  approval or that are silent on repricing
and the company has a history of  repricing  stock  options in a manner that the
PPC believes is detrimental to shareholders.


A complete  copy of the Proxy Voting Policy may be obtained by writing to: Diane
Leake at 500 Grant Street, Suite 4200, Pittsburgh, PA 15258.


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

                      PORTFOLIO HOLDINGS DISCLOSURE POLICY

The Trust has adopted a Portfolio  Holdings  Policy (the  "Policy")  designed to
govern  the  disclosure  of Fund  portfolio  holdings  and  the use of  material
non-public  information about Fund holdings. The Policy applies to all officers,
employees,  and agents of the Funds,  including the Adviser and any  Sub-Adviser
(together, the "Advisers"). The Policy is designed to ensure that the disclosure
of  information  about  each  Fund's  portfolio   holdings  is  consistent  with
applicable legal requirements and otherwise in the best interest of each Fund.

The Funds are  considered to be "actively  managed"  exchange  traded funds.  As
such,  each Fund is required by the SEC to disclose on the Funds' website at the
start of each Business Day the  identities  and quantities of the securities and
other  assets  held  by each  Fund  that  will  form  the  basis  of the  Fund's
calculation  of its net asset value  ("NAV") on that Business Day. The portfolio
holdings so disclosed  will be based on  information as of the close of business
on the prior  Business Day and/or trades that have been  completed  prior to the
opening of business on that Business Day and that are expected to settle on that
Business Day.

As exchange traded funds,  information  about each Fund's portfolio  holdings is
made  available on a daily basis in accordance  with the provisions of any Order
of the  Securities  and Exchange  Commission  ("SEC")  applicable  to the Funds,
regulations of the Funds' Listing Exchange and other applicable SEC regulations,
orders and  no-action  relief.  Such  information  typically  reflects  all or a
portion of a Fund's anticipated  portfolio holdings as of the next Business Day.
This information is used in connection with the Creation and Redemption  process
and is  disseminated  on a daily  basis  through the  facilities  of the Listing
Exchange,  the National  Securities Clearing  Corporation  ("NSCC") and/or third
party service providers.

Daily access to each Fund's portfolio  holdings is permitted to personnel of the
Advisers, the Distributor and the Funds' administrator, custodian and accountant
and  other  agents  or  service  providers  of the  Trust  who have need of such
information in connection with the ordinary course of their respective duties to
the Funds.  The Funds Chief  Compliance  Officer  may  authorize  disclosure  of
portfolio holdings.

Each Fund may  disclose  its  complete  portfolio  holdings  or a portion of its
portfolio  holdings  online at  www.wisdomtree.com.  Online  disclosure  of such
holdings is publicly available at no charge.

Each Fund will  disclose  its  complete  portfolio  holdings  schedule in public
filings  with the SEC on a quarterly  basis,  based on the Fund's  fiscal  year,
within  sixty  (60)  days of the  end of the  quarter,  and  will  provide  that
information  to  shareholders,  as  required  by  federal  securities  laws  and
regulations thereunder.

                                       12



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

                             INVESTMENT LIMITATIONS

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

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

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

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

      Senior Securities

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

      Borrowing

      Borrow money, except as permitted under the 1940 Act.

      Underwriting

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

      Concentration

      Purchase the  securities  of any issuer (other than  securities  issued or
      guaranteed by the U.S. government,  or any non-U.S.  government,  or their
      respective agencies or  instrumentalities)  if, as a result, more than 25%
      of the  Fund's  total  assets  would  be  invested  in the  securities  of
      companies  whose principal  business  activities are in the same industry,
      except that each Fund intends to concentrate in the financial sector.

      Real Estate

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

      Commodities

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

      Loans


      Lend any  security  or make any other loan except as  permitted  under the
      1940 Act. This means that no more than 33 1/3% of its total assets


                                       13




      would  be lent to  other  parties.  This  limitation  does  not  apply  to
      purchases  of  debt  securities  or  to  repurchase   agreements,   or  to
      acquisitions  of  loans,  loan  participations  or  other  forms  of  debt
      instruments, permissible under each Fund's investment policies.


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

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

                               CONTINUOUS OFFERING

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

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

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

                                       14



                             MANAGEMENT OF THE TRUST

Trustees and Officers.

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

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

Interested Trustee and Officers




                                                                                                       Number of
                                       Term of                                                         Portfolios
                                        Office                                                          in Fund          Other
                                         and                                                            Complex      Directorships
                                        Length                                                          Overseen        Held by
                                       of Time              Principal Occupation(s) During             by Trustee     Trustee and
Name (year of birth)     Position       Served                     the Past 5 Years                   and Officers      Officers
--------------------   -----------   -----------   ------------------------------------------------   ------------   -------------
                                                                                                      
Jonathan Steinberg     Trustee,      Trustee       Chief Executive Officer of WisdomTree                   48            None.
(1964)                 President*    and officer   Investments, Inc. (formerly, Index Development
                                     since 2005    Partners, Inc.) and Director of WisdomTree
                                                   Investments, Inc. since 1989.

Amit Muni              Treasurer*,   Officer       Chief Financial Officer and Assistant Secretary         48            None.
(1969)                 Assistant     since 2008    of WisdomTree Investments, Inc. (formerly, Index
                       Secretary*                  Development Partners, Inc.) since March 2008;
                                                   International Securities Exchange Holdings, Inc.
                                                   (ISE), Controller and Chief Accounting Officer
                                                   from 2003 to 2008; Instinet Group Inc., Vice
                                                   President Finance from 2000 to 2003.

Richard Morris         Secretary*,   Officer       Deputy General Counsel of WisdomTree                    48            None.
(1967)                 Chief         since 2005    Investments, Inc. since 2005; Senior Counsel at
                       Legal                       Barclays Global Investors, N.A. from 2002 to
                       Officer*                    2005; Counsel at Barclays Global Investors, N.A.
                                                   from 2000 to 2001.



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

                                       15



Independent Trustees




                                       Term of                                                         Number of
                                        Office                                                         Portfolios
                                         and                                                            in Fund          Other
                                        Length                                                          Complex      Directorships
                                       of Time              Principal Occupation(s) During              Overseen        Held by
Name (year of birth)   Position         Served                     the Past 5 Years                    by Trustee       Trustee
--------------------   -----------   -----------   ------------------------------------------------   ------------   -------------
                                                                                                      
Gregory Barton         Trustee       Trustee       General Counsel of Martha Stewart Living                48           None.
(1961)*                              since 2006    Omnimedia, Inc. Since 2007; Executive Vice
                                                   President of Licensing and Legal Affairs,
                                                   General Counsel and Secretary of Ziff Davis
                                                   Media Inc. from 2003 to 2007; Executive Vice
                                                   President of Legal Affairs, General Counsel and
                                                   Secretary of Ziff Davis Media Inc. from 2002 to
                                                   2003; President (2001 to 2002), Chief Financial
                                                   Officer (2000 to 2002), Vice President of
                                                   Business Development (1999 to 2001) and General
                                                   Counsel and Secretary (1998 to 2002) of
                                                   WisdomTree Investments, Inc. (formerly, Index
                                                   Development Partners, Inc.)

Toni Massaro           Trustee       Trustee       Dean at University of Arizona James E. Rogers           48           None.
(1955)**                             since 2006    College of Law since 1999; Professor at
                                                   University of Arizona James E. Rogers College
                                                   of Law since 1990.

Victor Ugolyn          Trustee,      Trustee       Private Investor - 2005 to Present; President           48        Trustee on
(1947)                 Chairman of   since 2006    and Chief Executive Officer of William D.                         Board of
                       the Board                   Witter, Inc. from 2005 to 2006; Consultant to                     Trustees of
                       of Trustees                 AXA Enterprise in 2004; Chairman, President and                   Naismith
                                                   Chief Executive Officer of Enterprise Capital                     Memorial
                                                   Management (subsidiary of The MONY Group, Inc.)                   Basketball
                                                   and Enterprise Group of Funds, Chairman of MONY                   Hall of Fame;
                                                   Securities Corporation, and Chairman of the                       Member of the
                                                   Fund Board of Enterprise Group of Funds from                      Board of
                                                   1991 to 2004.                                                     Overseers of
                                                                                                                     the Hoover
                                                                                                                     Institution
                                                                                                                     at Stanford
                                                                                                                     University.



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

**    Chair of the Governance and Nominating Committee.

                                       16



The  following  table sets forth,  as of December  31, 2007 the dollar  range of
equity securities  beneficially  owned by each Trustee in the Funds and in other
registered  investment  companies overseen by the Trustee within the same family
of investment companies as the Trust.



                                                   Aggregate Dollar Range of Equity Securities
                                                     in All Registered Investment Companies
                         Dollar Range of Equity        Overseen by Trustee in Family of
Name of Trustee          Securities in the Funds            Investment Companies
----------------------   -----------------------   -------------------------------------------
                                             
Interested Trustee:
Jonathan Steinberg           Over $100,000                        Over $100,000

Independent Trustees:
Gregory Barton               Over $100,000                        Over $100,000
Toni Massaro                 $0 - $10,000                          $0 - $10,000
Victor Ugolyn              $50,001 - $100,000                   $50,001 - $100,000


As of December 31, 2007 none of the Trustees who are not interested  persons (as
defined  in the  1940  Act)  of the  Trust  ("Independent  Trustees")  or  their
immediate  family  members  owned  beneficially  or of record any  securities of
WisdomTree Asset  Management,  the Sub-Adviser,  the Distributor,  or any person
controlling,  controlled by or under control with WisdomTree  Asset  Management,
the Sub-Adviser or the Distributor.

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 (v) 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.

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.

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 Adviser and the  Sub-Adviser at each  quarterly  meeting of the
Board of  Trustees.  While  particular  emphasis  will be placed on  information
concerning profitability,

                                       17



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 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 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  Adviser  have
entered into an investment  advisory  agreement  covering  each Fund.  Each such
Agreement  is an "Advisory  Agreement."  At a meeting held on March 25, 2008 the
Board of Trustees,  including a majority of the Independent  Trustees,  approved
the Advisory Agreement with WisdomTree Asset Management  ("WTAM") for each Fund.
In approving the Advisory  Agreements with WTAM, the Board reviewed and analyzed
the factors it deemed relevant, including: (i) the nature, quality and extent of
the  services  to be provided to the Funds by WTAM;  (ii) WTAM's  personnel  and
operations;  (iii)  WTAM's  financial  condition;  (iv) the level and  method of
computing each Fund's  advisory fee; (v) the anticipated  profitability  of WTAM
under  the  Advisory  Agreement;  (vi)  "fall-out"  benefits  to  WTAM  and  its
affiliates  (i.e.,  ancillary  benefits  that  may be  realized  by  WTAM or its
affiliates  from  WTAM's  relationship  with the Funds);  (vii) the  anticipated
effect of growth and size on each Fund's  performance  and expenses;  and (viii)
possible conflicts of interest.

The Board also  considered the nature and quality of the services to be provided
by WTAM to the Funds, recognizing WTAM's operational capabilities and resources.
The Board also noted the extensive  responsibilities that WTAM has as 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 Adviser to 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 each Fund's Sub-Adviser,
Mellon Capital and Dreyfus using essentially the same criteria it used for WTAM.
The Board considered each Sub-Adviser's  operational  capabilities and resources
and Sub-Adviser's experience in serving as an adviser, noting in particular that
an affiliate,  BNY Investment Advisors ("BNYIA"),  currently provides investment
advisory and  management  services to other series of the Trust.  The Board also
noted that The Bank of New York ("BNY"),  an affiliate of each  Sub-Adviser,  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 each Sub-Adviser 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 each  Sub-Adviser  under
the Sub-Advisory  Agreement.  The Board also noted that each Sub-Adviser will be
responsible for compensating BNY for providing  services to the Funds.  Based on
these considerations and the overall high quality of the personnel,  operations,
financial  condition,  investment  advisory  capabilities,   methodologies,  and
performance of WTAM and each Sub-Adviser, 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.

                                       18



Each  Independent  Trustee receives annual  compensation of $112,000.  The Audit
Committee Chairman will be paid an additional 10 per cent of this amount and the
Independent Chairman of the Board will be paid an additional 50 per cent of this
amount.   The  Trust  also   reimburses   each  Trustee  for  travel  and  other
out-of-pocket  expenses  incurred by him/her in connection  with  attending such
meetings.  Previously,  each Independent Trustee received annual compensation of
$40,000. The Audit Committee Chairman was paid an additional 10 per cent of this
amount and the  Independent  Chairman of the Board was paid an additional 50 per
cent of this amount.

The  following  table sets forth the  estimated  compensation  to be paid by the
Trust to the Trustees.



                                           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 Interested        Compensation        Part of Company         Benefits upon     From the Funds and
        Trustee          from the Trust          Expenses               Retirement         Fund Complex
----------------------   --------------   ----------------------    -----------------   ------------------
                                                                            
Gregory Barton              $123,200               None                    None              $123,200
Toni Massaro                $112,000               None                    None              $112,000
Victor Ugolyn               $168,000               None                    None              $168,000


Trustees  and officers of the Trust  collectively  owned less than 1% of each of
the Trust's outstanding shares as of December 31, 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  other than  other  series of the Trust and has
limited  experience  as  an  investment  adviser,  is  a  Delaware   corporation
registered as an investment  adviser under the Investment  Advisers Act of 1940,
as amended (the "Advisers  Act"),  and has offices located at 380 Madison Avenue
21st Floor, New York, NY 10017.

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

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


Name of Fund                                        Management Fee
------------------------------------------------   ----------------
WisdomTree U.S. Current Income Fund                      0.25%
WisdomTree Dreyfus Brazilian Real Fund                   0.45%
WisdomTree Dreyfus Chinese Yuan Fund                     0.45%
WisdomTree Dreyfus Euro Fund                             0.35%
WisdomTree Dreyfus Indian Rupee Fund                     0.45%
WisdomTree Dreyfus Japanese Yen Fund                     0.35%
WisdomTree Dreyfus New Zealand Dollar Fund               0.45%
WisdomTree Dreyfus South African Rand Fund               0.45%


With  respect  to each  Fund,  WisdomTree  Asset  Management  agrees  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 the  Trustees  of the  Trust  who are not
officers,

                                       19



directors/trustees,  partners or employees of the Adviser or its affiliates (the
"Independent  Trustees");  (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 the Adviser
hereunder. Each Sub-Adviser has agreed to pay the fees owed to BNY for providing
Custody, Administration and Transfer Agency Services.

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 is also 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).

Sub-Adviser. Mellon Capital Management Corporation serves as the Sub-Adviser for
the WisdomTree U.S. Current Income Fund.  Mellon Capital is a leading  innovator
in the  investment  industry and manages  global  quantitative-based  investment
strategies for  institutional  and private  investors with its principal  office
located at 50  Fremont  Street,  Suite  3900,  San  Francisco,  CA 94105.  As of
February  29,  2008,  Mellon  Capital  had  assets  under  management   totaling
approximately $216 billion. Mellon Capital is a wholly-owned indirect subsidiary
of The Bank of New York Mellon  Corporation  ("BNY  Mellon"),  a publicly traded
financial holding company.

The  Sub-Adviser for the WisdomTree  International  Currency Income Funds is The
Dreyfus  Corporation located at 200 Park Avenue, New York, New York 10166. As of
February 29, 2008,  Dreyfus has assets under management  totaling  approximately
$276 billion. Dreyfus is a wholly-owned subsidiary of BNY Mellon.

With respect to each Fund,  WisdomTree  Asset Management pays the sub-adviser to
such Fund a fee equal to one-half of the fee paid to WisdomTree Asset Management
for providing advisory services to such Fund.

Mellon Capital and Dreyfus believe that it may perform  Sub-Advisory and related
services for the Trust without violating applicable banking laws or regulations.
However,  the legal  requirements  and  interpretations  about  the  permissible
activities of banks and their affiliates may change in the future. These changes
could prevent Mellon Capital or Dreyfus from continuing to perform  services for
the Trust. If this happens,  the Board would consider  selecting other qualified
firms.

Portfolio Managers.  Mellon Capital and Dreyfus each utilize teams of investment
professionals  acting together to manage the assets of the Funds. The teams meet
regularly  to  review  portfolio  holdings  and to  discuss  purchase  and  sale
activity. The teams adjust holdings in the portfolio as they deem appropriate in
the pursuit of each Fund's investment objectives.  The individual members of the
team who are primarily  responsible for the day-to-day management of each Funds'
portfolio are listed below.

David C. Kwan has been a Managing  Director of Mellon Capital since 2000. He has
also been the Head of Fixed Income  Management  Group since 1994 and the Head of
the Trading Group since 1996. Mr. Kwan has direct oversight  responsibility  for
the  management  of  the  Funds.   Mr.  Kwan  has  had  various   positions  and
responsibilities  at Mellon  Capital  since he joined in 1990,  one of which was
management of the firm's Enhanced Asset  Allocation Fund. He received his M.B.A.
degree from  University of California at Berkeley in 1990. Mr. Kwan has 17 years
of investment experience.

Zandra Zelaya has been a Vice  President,  Fixed Income at Mellon  Capital since
November  2007.  Ms.  Zelaya  joined  Mellon  Capital in 1997 as a fixed  income
associate.  Throughout  the years she has held  various  positions  in the Fixed
Income  Management  group  including  Associate  Portfolio  Manager from 1999 to
January 2002, Senior

                                       20



Portfolio  Manager from 2002 to 2006 and Assistant  Vice  President from 2006 to
her recent  promotion as Vice  President.  Prior to joining  Mellon  Capital she
worked as client  support  for  fixed  income  analytics  and  managed  the data
analytics  department  at Gifford Fong  Associates.  Ms. Zelaya has attained the
Chartered Financial Analyst ("CFA") designation.  She graduated with a B.S. from
California  State  University,  Hayward.  Ms.  Zelaya has 13 years of investment
experience.

Andrew Tang is a senior portfolio  manager and trader at Mellon Capital since he
joined  the firm in 2006.  Prior  to  joining  Mellon  Capital,  Mr.  Tang was a
portfolio  manager for  Barclays  Global  Investor,  a fixed  income  investment
officer at Oregon  State  Treasury,  a rate  analyst at Tenneco Gas and a senior
investment and financial analyst at Metropolitan Transit Authority.

Mr. Kwan, Ms. Zelaya and Mr. Tang will manage the International  Currency Income
Funds in their capacity as dual employees of The Dreyfus  Corporation.  Mr. Kwan
and Ms. Zelaya have been  employees of Dreyfus  since 2005.  Mr. Tang has been a
Dreyfus employee since 2008.

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. Each portfolio manager has managed each Fund since its inception.

As of December 31,  2007,  the team managed  eight other  registered  investment
companies  with  approximately  $1.66  billion  in  assets;  twenty-four  pooled
investment  vehicles  with  approximately  $8.9 billion in assets and twenty two
other accounts with approximately $4.08 billion in assets.

Portfolio Manager Fund Ownership.  As of the date hereof,  none of the portfolio
managers owned shares of the Funds.

Portfolio  Manager  Compensation.  The portfolio  managers are dual employees of
Mellon Capital and Dreyfus.  Mellon  Capital's and Dreyfus'  portfolio  managers
responsible  for  managing  funds  are  generally   eligible  for   compensation
consisting of base salary,  bonus, and payments under Mellon Capital's long-term
incentive  compensation  program.  All compensation is paid by Mellon Capital or
Dreyfus and not by the funds.  The same  methodology  described below is used to
determine portfolio manager compensation with respect to the management of funds
and other accounts.

Fund portfolio managers are also eligible for the standard  retirement  benefits
and health and  welfare  benefits  available  to all Mellon  Capital and Dreyfus
employees.  Certain portfolio managers may be eligible for additional retirement
benefits  under several  supplemental  retirement  plans that Mellon  Capital or
Dreyfus  provide  to  restore   dollar-for-dollar  the  benefits  of  management
employees that had been cut back solely as a result of certain limits due to the
tax laws. These plans are structured to provide the same retirement  benefits as
the standard  retirement  benefits.  In addition,  fund portfolio managers whose
compensation exceeds certain limits may elect to defer a portion of their salary
and/or bonus under The Bank of New York Mellon Corporation deferred compensation
plan.

A portfolio manager's base salary is determined by the manager's  experience and
performance in the role, taking into account the ongoing compensation  benchmark
analyses. A portfolio manager's base salary is generally a fixed amount that may
change as a result of an annual review, upon assumption of new duties, or when a
market adjustment of the position occurs.


A portfolio manager's bonus is determined by a number of factors.  One factor is
performance of the fund gross of fees 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
(typically, a calendar year). Additional factors including the overall financial
performance of Mellon  Capital,  the  performance  of all accounts  (relative to
expectations) for which the portfolio manager has responsibility,  the portfolio
manager's  contributions  to the  investment  management  functions  within  the
sub-asset   class,   contributions   to  the  development  of  other  investment
professionals  and  supporting  staff,  and overall  contributions  to strategic
planning and decisions for the investment


                                       21


management  group. The target bonus is expressed as a percentage of base salary.
The actual  bonus paid may be more or less than the target  bonus,  based on how
well the portfolio  manager  satisfies the objectives stated above. The bonus is
paid on an annual basis.

Under the long-term incentive  compensation program,  certain portfolio managers
are  eligible to receive a payment  from Mellon  Capital's  long-term  incentive
compensation plan based on their years of service, job level and, if applicable,
management  responsibilities.  Each year,  a portion  of the  firm's  profits is
allocated to the long-term  incentive  compensation award. The annual awards are
paid after three years.

Material  Conflict of Interest.  Because the portfolio  managers manage multiple
portfolios for multiple clients, the potential for conflicts of interest exists.
Each portfolio  manager generally  manages  portfolios having  substantially the
same  investment  style as the  Funds.  However,  the  portfolios  managed  by a
portfolio manager may not have portfolio  compositions identical to those of the
Funds managed by the portfolio manager due, for example,  to specific investment
limitations or guidelines present in some portfolios or accounts but not others.
The portfolio managers may purchase securities for one portfolio and not another
portfolio,  and the  performance  of securities  purchased for one portfolio may
vary from the  performance  of  securities  purchased  for other  portfolios.  A
portfolio  manager may place  transactions  on behalf of other accounts that are
directly or  indirectly  contrary to  investment  decisions  made on behalf of a
Fund, or make  investment  decisions  that are similar to those made for a Fund,
both of which have the potential to adversely  impact a Fund depending on market
conditions.  For  example,  a portfolio  manager may  purchase a security in one
portfolio while  appropriately  selling that same security in another portfolio.
In addition,  some of these  portfolios have fee structures that are or have the
potential  to be higher than the advisory  fees paid by a Fund,  which can cause
potential conflicts in the allocation of investment opportunities between a Fund
and the other  accounts.  However,  the  compensation  structure  for  portfolio
managers does not generally  provide incentive to favor one account over another
because that part of a manager's  bonus based on performance is not based on the
performance  of one  account to the  exclusion  of others.  There are many other
factors considered in determining the portfolio  manager's bonus and there is no
formula  that is applied to weight the  factors  listed  (see  "Compensation  of
Portfolio Managers and Other Accounts Managed).

Mellon  Capital and Dreyfus  manage  potential  conflicts  between funds or with
other types of accounts  through  allocation  policies and procedures,  internal
review processes and oversight by select corporate officers.  Mellon Capital and
Dreyfus  have  developed  control  procedures  to  ensure  that  no one  client,
regardless of type, is intentionally favored at the expense of another.

Code of Ethics. The Trust, WisdomTree Asset Management, each 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.  BNY  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. (the "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

                                       22



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

Each  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 each  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.  Each 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  operates  48  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.

                                       23



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
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 NYSE ARCA, the American Stock Exchange 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 affected as follows.  Pursuant to the Depositary Agreement between the
Trust and DTC, DTC is required to make available to the Trust

                                       24



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 AND 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 may  consist of the  in-kind  deposit of a  designated  portfolio  of money
market instruments closely approximating the holdings of the Fund or of non-U.S.
currency (the "Deposit  Securities")  and an amount of cash  denominated in U.S.
Dollars  (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.

Each Fund may accept a basket of money market instruments,  non-U.S. currency or
cash  denominated  in U.S.  dollars  that differs  from the  composition  of the
published basket. Each Fund may permit or require the consideration for Creation
Unit Aggregations to consist solely of cash or non-U.S.  currency. Each Fund may
permit or require  the  substitution  of an amount of cash  denominated  in U.S.
Dollars  (i.e.,  a "cash in lieu"  amount) to be added to the Cash  Component to
replace any Deposit  Security.  For  example,  the Trust  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.  Each  International  Currency Income Fund may also
accept non-U.S. currency as a substitute for any Deposit Security.

                                       25



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 value of the Deposit  Securities.
If the Cash  Component is a positive  number  (i.e.,  the NAV per Creation  Unit
Aggregation  exceeds the value of the  Deposit  Securities),  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 value of the  Deposit
Securities),  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 or otherwise,
makes  available on each Business  Day,  prior to the opening of business on the
applicable  Listing  Exchange  (currently 9:30 a.m., New York time), the current
Fund Deposit for each Fund. Such Deposit  Securities are applicable,  subject to
any adjustments, 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.

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 a DTC Participant and must have executed an agreement with the
Distributor   with  respect  to  creations  and  redemptions  of  Creation  Unit
Aggregations  ("Participant  Agreement").  A DTC Participant that has executed a
Participant Agreement is 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 must be transmitted by an Authorized  Participant pursuant
to procedures set forth in the Participant Agreement. 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.

On days when a Listing  Exchange or U.S. or non-U.S.  bond markets close earlier
than normal,  the Funds may require  purchase orders to be placed earlier in the
day. 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.

If BNY does  not  receive  both the  required  Deposit  Securities  and the Cash
Component by the specified time on the Settlement  Date, the Trust may cancel or
revoke  acceptance of such order.  Upon written notice to the Distributor,  such
canceled or revoked 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.

Creation Unit  Aggregations 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,  U.S. cash (or an equivalent amount of non-U.S.
currency)  must be  deposited  in an  amount  equal  to the sum of (i) the  Cash
Component,  plus (ii) at least  102%,  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.
The  Authorized  Participant  must  deposit with BNY the  appropriate  amount of
federal  funds by 10:00 a.m.  New York time (or such other time as  specified by
the Trust) on the Settlement  Date. If BNY does not receive the Additional  Cash
Deposit 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 U.S. cash (or an
equivalent  amount of non-U.S.  currency) 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 102%, 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

                                       26



Deposit  Securities  are not received by the  specified  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. The Authorized Participant 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.


Placement of Creation Orders for  International  Currency Income Funds. For each
International  Currency  Income 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 Fund
Deposit,  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). When a non-U.S. market is closed due to local market holidays,
the  settlement  process for Fund  Securities  in that market will not  commence
until the end of the local holiday period.


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. For example,  the Trust may reject
or revoke  acceptance of an order,  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.


Creation/Redemption  Transaction  Fee. Each Fund imposes a "Transaction  Fee" on
investors  purchasing or redeeming  Creation Units.  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 cash  creations  (or
redemptions) or cash in lieu of depositing one or more Deposit  Securities,  the
purchaser (or redeemer) may be assessed a higher  Transaction  Fee to offset the
transaction  cost to the Fund of buying (or selling)  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  disclosure
about the Transaction  Fee,  including the maximum amount of the Transaction Fee
charged by the Fund.


                                       27



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




                                                                                      Standard              Maximum
                                                     Approximate Value of One   Creation/Redemption   Creation/Redemption
Name of Fund                                              Creation Unit           Transaction Fee       Transaction Fee
--------------------------------------------------   ------------------------   -------------------   -------------------
                                                                                                   
WisdomTree U.S. Current Income Fund                       $   10,000,000              $   250               $  1,000
WisdomTree Dreyfus Brazilian Real Fund                    $    5,000,000              $   300               $  1,200
WisdomTree Dreyfus Chinese Yuan Fund                      $    5,000,000              $   300               $  1,200
WisdomTree Dreyfus Euro Fund                              $   10,000,000              $   800               $  3,200
WisdomTree Dreyfus Indian Rupee Fund                      $    5,000,000              $   300               $  1,200
WisdomTree Dreyfus Japanese Yen Fund                      $   10,000,000              $   500               $  1,500
WisdomTree Dreyfus New Zealand Dollar Fund                $    2,500,000              $   300               $  1,200
WisdomTree Dreyfus South African Rand Fund                $    2,500,000              $   300               $  1,200



Placement of Redemption Orders. The process to redeem Creation Unit Aggregations
works much like the  process to  purchase  Creation  Unit  Aggregations,  but in
reverse.  Orders to  redeem  Creation  Unit  Aggregations  of the Funds  must be
delivered  through an Authorized  Participant.  Investors  other than Authorized
Participants are responsible for making arrangements for a redemption request to
be made  through  an  Authorized  Participant.  Orders  must be  accompanied  or
followed by the requisite  number of shares of the Fund specified in such order,
which delivery must be made to BNY no later than 10:00 a.m. New York time on the
next Business Day following the Transmittal Date. All other procedures set forth
in the Participant  Agreement must be properly followed.  Due to the schedule of
holidays in certain countries,  the delivery of redemption  proceeds for certain
International  Currency  Income 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.

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 105%,  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 (or
at the  discretion of the Trust  non-U.S.  currency in an equivalent  amount) in
immediately-available funds and shall be held by BNY and marked to market daily.
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 Trust, on behalf of the affected Fund, is permitted 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.

If the requisite  number of shares of the relevant Fund are not delivered on the
Transmittal  Date as described  above a Fund may reject or revoke  acceptance of
the redemption  request.  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 U.S. cash (or in the case of the International  Currency Income Funds,
an  equivalent  amount  of  non-U.S.  currency),  and the  redeeming  Authorized
Participant  will be required to receive its redemption  proceeds in cash (or in
the case of the  International  Currency Income Funds,  an equivalent  amount of
non-U.S.  currency).  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.

                                       28



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 (or  non-U.S.  currency in the case of the  International
Currency  Income Funds) 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.

The ability of the Trust to effect in-kind creations and redemptions 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 may 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 Funds will not suspend or postpone  redemption  beyond seven days, except as
permitted  under Section 22(e) of the 1940 Act.  Section 22(e) provides that the
right of  redemption  may be  suspended  or the date of payment  postponed  with
respect to any Fund (1) for any period  during  which the NYSE is closed  (other
than customary  weekend and holiday  closings);  (2) for any period during which
trading on the NYSE is suspended or restricted;  (3) for any period during which
an  emergency  exists as a result of which  disposal of the shares of the Fund's
portfolio  securities or  determination of its net asset value is not reasonably
practicable; or (4) in such other circumstance as is permitted by the SEC.

TAXES

The following  discussion of certain U.S.  federal  income tax  consequences  of
investing  in the Funds is based on the Code,  U.S.  Treasury  regulations,  and
other  applicable  authority,  all as in effect as of the date of the  filing of
this  SAI.   These   authorities   are  subject  to  change  by  legislative  or
administrative   action,   possibly  with  retroactive   effect.  The  following
discussion is only a summary of some of the important  U.S.  federal  income tax
considerations  generally  applicable to investments in the Funds.  There may be
other tax  considerations  applicable to particular  shareholders.  Shareholders
should consult their own tax advisors  regarding their particular  situation and
the possible application of foreign, state, and local tax laws.

Qualification as a Regulated  Investment Company.  Each Fund intends to elect to
be treated and qualify  each year as a RIC under  Subchapter  M of the Code.  In
order  to  qualify  for the  special  tax  treatment  accorded  RICs  and  their
shareholders, each Fund must, among other things:

(a)   derive  at least  90% of its gross  income  each year from (i)  dividends,
      interest,  payments with respect to securities loans,  gains from the sale
      or other  disposition  of stock or  securities or foreign  currencies,  or
other income (including but not limited to gains from options, futures or
      forward  contracts)  derived  with respect to its business of investing in
      such stock,  securities or  currencies,  and (ii) net income  derived from
      interests in "qualified publicly traded partnerships" (as defined below);

(b)   diversify  its holdings so that, at the end of each quarter of its taxable
      year,  (i) at least 50% of the  market  value of the Fund's  total  assets
      consists of cash and cash items, U.S. government securities, securities of
      other RICs and other securities, with investments in such other securities
      limited with respect to any one issuer to an amount not greater than 5% of
      the value of the  Fund's  total  assets  and not  greater  than 10% of the
      outstanding  voting securities of such issuer,  and (ii) not more than 25%
      of the value of the Fund's total assets is invested in (x) the  securities
      (other than those of the U.S.  government or other RICs) of any one issuer
      or two or more  issuers  that  are  controlled  by the  Fund  and that are
      engaged in the same,  similar or related  trades or  businesses or (y) the
      securities of one or more qualified publicly traded partnerships.

(c)   distribute  with  respect  to  each  taxable  year  at  least  90%  of its
      investment  company  taxable  income  (as that term is defined in the Code
      without  regard to the deduction for  dividends  paid - generally  taxable
      ordinary  income and the excess,  if any, of net short-term  capital gains
      over net long-term capital losses) and net tax-exempt interest income.

In general, for purposes of the 90% of gross income requirement described in (a)
above,  income derived from a partnership  will be treated as qualifying  income
only to the extent such income is attributable to items of income

                                       29



of the  partnership  that would be qualifying  income if realized  directly by a
Fund.  However,  100% of the net income derived from an interest in a "qualified
publicly traded  partnership"  (generally,  a partnership (x) interests in which
are traded on an  established  securities  market or are  readily  tradable on a
secondary  market or the  substantial  equivalent  thereof,  (y) that derives at
least 90% of its  income  from the  passive  income  sources  specified  in Code
section  7704(d),  and (z) that  derives  less than 90% of its  income  from the
qualifying income described in (a)(i) of the prior paragraph) will be treated as
qualifying  income.  In addition,  although in general the passive loss rules of
the Code do not  apply to RICs,  such  rules do apply to a RIC with  respect  to
items attributable to an interest in a qualified publicly traded partnership.

The U.S.  Treasury  Department  has  authority to issue  regulations  that would
exclude foreign  currency gains from the 90% test described in (a) above if such
gains are not  directly  related to a fund's  business of  investing in stock or
securities.  Accordingly,  regulations  may be issued in the  future  that could
treat some or all of a Fund's non-U.S.  currency gains as non-qualifying income,
thereby potentially  jeopardizing an International Currency Income Fund's status
as a RIC for all years to which the regulations are applicable.

Taxation  of the  Funds.  If a Fund  qualifies  as a RIC,  that Fund will not be
subject to federal  income  tax on income  and gains that are  distributed  in a
timely manner to its shareholders in the form of dividends.

If a Fund fails to qualify  for any  taxable  year as a RIC,  all of its taxable
income  (including  its net capital  gains) will be subject to tax at  corporate
income tax rates without any deduction for  distributions to  shareholders,  and
all distributions from earnings and profits,  including any distributions of net
long-term  capital  gains  and  net  tax-exempt  income,  would  be  taxable  to
shareholders  as  dividend  income.  In  addition,  a Fund could be  required to
recognize  unrealized  gains,  pay  substantial  taxes  and  interest  and  make
substantial  distributions before requalifying as a regulated investment company
that is accorded special tax treatment.

Each Fund  intends to  distribute  at least  annually  substantially  all of its
investment  company  taxable  income and net capital gains.  Investment  company
taxable  income  that is  retained  by a Fund will be  subject to tax at regular
corporate  rates.  If a Fund  retains  any net capital  gain,  that gain will be
subject to tax at  corporate  rates,  but the Fund may  designate  the  retained
amount as  undistributed  capital gains in a notice to its  shareholders who (i)
will be  required  to include  in income for  federal  income tax  purposes,  as
long-term capital gain, their shares of such undistributed amount, and (ii) will
be entitled to credit their proportionate  shares of the tax paid by the Fund on
such undistributed amount against their federal income tax liabilities,  if any,
and to claim  refunds  on a  properly-filed  U.S.  tax  return to the extent the
credit exceeds such liabilities.  For federal income tax purposes, the tax basis
of shares  owned by a  shareholder  of 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.

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  ending  on  October  31 of such  year  plus any
undistributed  amount from the prior year.  For these  purposes,  a Fund will be
treated  as  having  distributed  any  amount  on which it has been  subject  to
corporate  income tax in the taxable  year ending  within the  calendar  year. A
dividend paid to  shareholders  in January of a year generally is deemed to have
been paid by the Fund on December 31 of the  preceding  year if the dividend was
declared and payable to shareholders  of record on a date in October,  November,
or  December  of that  preceding  year.  Each Fund  intends to  declare  and pay
dividends and  distributions  in the amounts and at the times necessary to avoid
the application of the 4% excise tax, although there can be no assurance that it
will be able to do so.

Fund  Distributions.  Distributions  by  each  Fund  of  investment  income  are
generally  taxable as ordinary  income.  Taxes on distributions of capital gains
are determined by how long a Fund owned the  investments  that  generated  those
gains,  rather  than  how  long a  shareholder  has  owned  his  or her  shares.
Distributions  of net capital gains from the sale of  investments  that the Fund
owned for more  than one year and that are  properly  designated  by the Fund as
capital gain dividends  ("Capital Gain  Dividends") will be taxable as long-term
capital  gains.  Distributions  from  capital  gains are  generally  made  after
applying any available  capital loss  carryovers.  Long-term  capital gain rates
applicable to individuals  have been  temporarily  reduced - in general,  to 15%
with lower rates  applying to taxpayers  in the 10% and 15% rate  brackets - for
taxable years beginning before January 1, 2011.  Distributions of gains from the
sale of investments  that the Fund owned for one year or less will be taxable as
ordinary income.

                                       30



If a Fund makes  distributions  to a shareholder in excess of the Fund's current
and   accumulated   earnings  and  profits  in  any  taxable  year,  the  excess
distribution  will be  treated  as a return  of  capital  to the  extent of that
shareholder's tax basis in its shares,  and thereafter as capital gain. A return
of capital is not taxable,  but reduces a shareholder's tax basis in its shares,
thus  reducing  any  loss  or  increasing  any  gain  on  a  subsequent  taxable
disposition by the shareholder of its shares.

Distributions  are taxable  regardless of whether  shareholders  receive them in
cash or reinvest the distributions in additional shares.

Sale or Exchange  of Shares.  A sale or exchange of shares in the Funds may give
rise to a gain or loss.  In general,  any gain or loss  realized  upon a taxable
disposition  of shares will be treated as long-term  capital gain or loss if the
shares  have been held for more than 12 months.  Otherwise,  the gain or loss on
the taxable  disposition of shares will be treated as short-term capital gain or
loss.  However,  any loss realized upon a taxable disposition of shares held for
six months or less will be treated as long-term,  rather than short-term, to the
extent of any long-term capital gain distributions received (or deemed received)
by the  shareholder  with  respect to the  shares.  All or a portion of any loss
realized  upon a taxable  disposition  of  shares  will be  disallowed  if other
substantially  identical  shares of the Fund are purchased within 30 days before
or after the  disposition.  In such a case,  the  basis of the  newly  purchased
shares will be adjusted to reflect the disallowed loss.

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

Federal Tax Treatment of Certain Fund Investments.  Transactions of the Funds in
options,  futures  contracts,  hedging  transactions,  forward  contracts,  swap
agreements,  straddles and foreign  currencies may be subject to various special
and complex tax rules,  including  mark-to-market,  constructive sale, straddle,
wash sale and short sale  rules.  These  rules could  affect  whether  gains and
losses  recognized  by a Fund are  treated as ordinary  income or capital  gain,
accelerate the  recognition of income to a Fund and/or defer a Fund's ability to
recognize losses. These rules may in turn affect the amount, timing or character
of the income distributed to shareholders by 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 as
of the end of such year on certain regulated futures contracts, foreign currency
contracts and options that qualify as Section 1256  Contracts in addition to the
gains and losses  actually  realized with respect to such  contracts  during the
year.  Except as described  below under "Certain  Foreign  Currency Tax Issues,"
gain  or  loss  from   Section   1256   Contracts   that  are   required  to  be
marked-to-market  annually will  generally 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.

Some debt  obligations  that are  acquired  by a Fund may be  treated  as having
original issue discount ("OID").  Generally,  a Fund will be required to include
OID in taxable income over the term of the debt security, even though payment of
the OID is not  received  until a later  time,  usually  when the debt  security
matures. If a Fund holds such debt instruments, it may be required to pay out as
distributions  each year an amount that is greater than the total amount of cash
interest the Fund actually  received.  Such  distributions  may be made from the
cash assets of the Fund or by liquidation of portfolio securities, if necessary.
A Fund may realize gains or losses from such  liquidations.  In the event a Fund
realizes net gains from such  transactions,  its shareholders may receive larger
distributions than they would have in the absence of such transactions.

Certain Foreign Currency Tax Issues.  Each of the Euro Fund and the Japanese Yen
Fund intends to adopt and use as its functional currency for U.S. federal income
tax purposes its designated  currency rather than the U.S. dollar.  Accordingly,
if these International  Currency Income Funds meet certain requirements relating
to conducting  business in their respective foreign  currencies,  they generally
are not  expected  to  recognize  gains  or  losses  on their  foreign  currency
denominated debt securities due to fluctuations in the value of those currencies
relative to the U.S. dollar.

For the other  International  Currency Funds, which will have the U.S. dollar as
their functional  currency,  gain or loss on foreign  currency  denominated debt
securities and on certain other financial instruments,  such as forward currency
contracts and currency  swaps,  that is attributable to fluctuations in exchange
rates occurring between the

                                       31



date of acquisition and the date of settlement or disposition of such securities
or  instruments  generally  will be  treated  under  Section  988 of the Code as
ordinary  income or loss. A Fund may elect out of the application of Section 988
of the Code with respect to the tax  treatment  of each of its foreign  currency
forward contracts to the extent that (i) such contract is a capital asset in the
hands of the Fund and is not part of a  straddle  transaction  and (ii) the Fund
makes an election by the close of the day the  contract is entered into to treat
the gain or loss attributable to such contract as capital gain or loss.

The  International  Currency  Income  Funds'  forward  contracts  may qualify as
Section 1256  Contracts if the  underlying  currencies  are currencies for which
there are  futures  contracts  that are traded on and  subject to the rules of a
qualified  board or exchange.  However,  a forward  currency  contract that is a
Section 1256 Contract  would,  absent an election out of Section 988 of the Code
as described in the preceding paragraph, be subject to Section 988. Accordingly,
although such a forward  currency  contract would be  marked-to-market  annually
like other Section 1256 Contracts, the resulting gain or loss would be ordinary.
If a Fund were to elect out of Section  988 with  respect  to  forward  currency
contracts that qualify as Section 1256  Contracts,  the tax treatment  generally
applicable  to Section  1256  Contracts  would apply to those  forward  currency
contracts:  that is, the contracts would be marked-to-market  annually and gains
and losses with respect to the contracts  would be treated as long-term  capital
gains or losses to the extent of 60% thereof  and  short-term  capital  gains or
losses to the extent of 40% thereof.  If a Fund were to elect out of Section 988
with  respect to any of its forward  currency  contracts  that do not qualify as
Section 1256 Contracts, such contracts will not be marked to market annually and
the Fund will recognize  short-term or long-term  capital gain or loss depending
on the Fund's holding period therein. An International  Currency Income Fund may
elect  out of  Section  988 with  respect  to some,  all or none of its  forward
currency contracts.

Finally,  regulated  futures  contracts  and  nonequity  options that qualify as
Section  1256  Contracts  and are entered into by a Fund with respect to foreign
currencies or foreign  currency  denominated debt instruments will be subject to
the tax treatment generally applicable to Section 1256 Contracts unless the Fund
elects to have Section 988 apply to determine  the character of gains and losses
from all such regulated  futures  contracts and nonequity  options held or later
acquired by the Fund.

Funds Holding  Foreign  Investments.  Income  received by the Funds from sources
within  foreign  countries  (including,  for example,  interest on securities of
non-U.S.  issuers) may be subject to withholding and other taxes imposed by such
countries.  Tax  treaties  between  such  countries  and the U.S.  may reduce or
eliminate such taxes. If as of the end of a Fund's taxable year more than 50% of
the Fund's assets consist of foreign  securities,  that Fund may elect to permit
shareholders  to claim a credit or  deduction  on their  income tax  returns for
their pro rata portions of qualified taxes paid by that Fund during that taxable
year to foreign  countries  in respect of foreign  securities  that the Fund has
held for at least the  minimum  period  specified  in the Code.  In such a case,
shareholders  will include in gross income from foreign  sources  their pro rata
shares of such taxes. A  shareholder's  ability to claim a foreign tax credit or
deduction  in respect of foreign  taxes paid by a Fund may be subject to certain
limitations imposed by the Code, which may result in the shareholder not getting
a full credit or deduction for the amount of such taxes. Shareholders who do not
itemize  on their  federal  income  tax  returns  may claim a credit,  but not a
deduction, for such foreign taxes.

Tax-Exempt  Shareholders.  Under  current  law,  income  of a RIC that  would be
treated as UBTI if earned directly by a tax-exempt  entity generally will not be
attributed  as UBTI to a  tax-exempt  entity that is a  shareholder  in the RIC.
Notwithstanding  this "blocking" effect, a tax-exempt  shareholder could realize
UBTI by virtue  of its  investment  in a Fund if  shares in the Fund  constitute
debt-financed  property in the hands of the  tax-exempt  shareholder  within the
meaning of Code Section 514(b).

A tax-exempt  shareholder may also recognize UBTI if a Fund  recognizes  "excess
inclusion  income"  derived  from  direct or  indirect  investments  in residual
interests in real estate  mortgage  investment  conduits  ("REMICs")  or taxable
mortgage  pools  ("TMPs")  if the amount of such income  recognized  by the Fund
exceeds the Fund's investment  company taxable income (after taking into account
deductions  for dividends  paid by the Fund).  Furthermore,  any investment by a
Fund in residual  interests of a  collateralized  mortgage  obligation (a "CMO")
that has elected to be treated as a REMIC can create  complex tax  consequences,
especially  if the Fund  has  state or  local  governments  or other  tax-exempt
organizations as shareholders.

                                       32



In addition,  special tax  consequences  apply to  charitable  remainder  trusts
("CRTs")  that invest in RICs that invest  directly  or  indirectly  in residual
interests in REMICs or TMPs. Under  legislation  enacted in December 2006, a CRT
(as  defined in Section  664 of the Code) that  realizes  any UBTI for a taxable
year must pay an excise tax  annually  of an amount  equal to such  UBTI.  Under
Internal  Revenue Service  ("IRS")  guidance issued in November 2006, a CRT will
not recognize  UBTI as a result of investing in a Fund that  recognizes  "excess
inclusion  income." Rather if at any time during a taxable year a CRT (or one of
certain other  tax-exempt  shareholders,  such as the United States,  a state or
political  subdivision,  or an agency or  instrumentality  thereof,  and certain
energy  cooperatives)  is a record  holder of a share in a Fund that  recognizes
"excess  inclusion  income,"  then the  Fund  will be  subject  to a tax on that
portion of its "excess  inclusion income" for the taxable year that is allocable
to such  shareholders  at the highest  federal  corporate  income tax rate.  The
extent to which this IRS guidance  remains  applicable  in light of the December
2006  legislation is unclear.  To the extent  permitted under the 1940 Act, each
Fund may elect to  specially  allocate  any such tax to the  applicable  CRT, or
other shareholder, and thus reduce such shareholder's distributions for the year
by an amount of the tax that relates to that shareholder's interest in the Fund.
The Funds have not yet  determined  whether such an election will be made.  CRTs
are urged to consult their tax advisors concerning the consequences of investing
in the  Funds.  The Funds do not  intend to invest  directly  or  indirectly  in
residual interests in REMICs.


Non-U.S.  Shareholders.  In general, dividends other than Capital Gain Dividends
paid by a Fund to a shareholder  that is not a "U.S.  person" within the meaning
of the Code (a "foreign  person")  are subject to  withholding  of U.S.  federal
income tax at a rate of 30% (or lower  applicable  treaty rate) even if they are
funded by income or gains (such as portfolio interest, short-term capital gains,
or  foreign-source  dividend and  interest  income)  that,  if paid to a foreign
person  directly,  would not be subject to  withholding.  Effective  for taxable
years  beginning  before  January 1, 2008,  and assuming  certain  certification
requirements  were  complied  with, a RIC generally was not required to withhold
any  amounts  (i) with  respect to  distributions  attributable  to U.S.  source
interest  income that would be treated as "portfolio  interest" and  accordingly
would  not be  subject  to U.S.  federal  income  tax if earned  directly  by an
individual  foreign  person,  and (ii)  with  respect  to  distributions  of net
short-term capital gains in excess of net long-term capital losses, in each case
to the extent such  distributions  were properly  designated by the RIC. Pending
legislation would extend the exemption from withholding for interest-related and
short-term  capital gain distributions to taxable years of RICs beginning before
January  1,  2009.  At the  time of  this  filing,  it is  unclear  whether  the
legislation will be enacted.  Even if such legislation is enacted,  depending on
the  circumstances,  the Funds may make such  designations  with respect to all,
some or none of their potentially eligible dividends or treat such dividends, in
whole or in part, as ineligible for this exemption from  withholding.  Moreover,
in the case of  shares  held  through  an  intermediary,  the  intermediary  may
withhold even if a Fund makes a designation with respect to a payment.


A  beneficial  holder of shares who is a  non-U.S.  person is not,  in  general,
subject to U.S.  federal  income tax on gains (and is not allowed a U.S.  income
tax deduction  for losses)  realized on a sale of shares of a Fund or on Capital
Gain Dividends  unless (i) such gain or dividend is  effectively  connected with
the conduct of a trade or business  carried on by such holder  within the United
States or (ii) in the case of an individual holder, the holder is present in the
United  States for a period or periods  aggregating  183 days or more during the
year of the sale or the receipt of the Capital Gain  Dividend and certain  other
conditions are met.

If a shareholder is eligible for the benefits of a tax treaty,  any  effectively
connected income or gain will generally be subject to U.S. federal income tax on
a net  basis  only  if it is  also  attributable  to a  permanent  establishment
maintained by the shareholder in the United States.

In order  for a  foreign  investor  to  qualify  for an  exemption  from  backup
withholding,  the foreign  investor must comply with special  certification  and
filing  requirements.  Foreign  investors in the Funds should  consult their tax
advisors in this  regard.  Backup  withholding  is not an  additional  tax.  Any
amounts withheld may be credited against the  shareholder's  U.S. federal income
tax liability, provided the appropriate information is furnished to the Internal
Revenue Service.

A  beneficial  holder of shares who is a foreign  person may be subject to state
and local tax and to the U.S.  federal  estate tax in  addition  to the  federal
income tax consequences referred to above.

                                       33



Creation and Redemption of Creation Unit Aggregations. An Authorized Participant
having the U.S. dollar as its functional  currency for U.S. federal tax purposes
that exchanges  money market  securities or non-U.S.  currency for Creation Unit
Aggregations  generally  will  recognize a gain or loss equal to the  difference
between the market value of the Creation  Unit  Aggregations  at the time of the
exchange  and the sum of the  exchanger's  aggregate  basis in the money  market
securities  or non-U.S.  currency  surrendered  plus the amount of cash paid for
such Creation Unit Aggregations. A person who redeems Creation Unit Aggregations
for money market securities or non-U.S. currency will generally recognize a gain
or loss equal to the difference  between the  exchanger's  basis in the Creation
Unit  Aggregations  and the sum of the aggregate U.S. dollar market value of the
securities  or non-U.S.  currency  plus the amount of any cash received for such
Creation Unit Aggregations.  The Internal Revenue Service,  however,  may assert
that a loss that is realized by an  Authorized  Participant  upon an exchange of
securities  or  non-U.S.  currency  for  Creation  Unit  Aggregations  cannot be
currently  deducted under the rules governing "wash sales," or on the basis that
there has been no significant change in economic position.

Gain or loss  recognized  by an  Authorized  Participant  upon  an  issuance  of
Creation Unit  Aggregations in exchange for non-U.S.  currency will generally be
treated as ordinary  income or loss.  Gain or loss  recognized  by an Authorized
Participant upon an issuance of Creation Unit Aggregations in exchange for money
market securities,  or upon a redemption of Creation Unit  Aggregations,  may be
capital or ordinary  gain or loss  depending on the  circumstances.  Any capital
gain or loss  realized  upon the  issuance  of  Creation  Unit  Aggregations  in
exchange  for money  market  securities  will  generally be treated as long-term
capital gain or loss if the money market securities have been held for more than
one year. Any capital gain or loss realized upon the redemption of Creation Unit
Aggregations  will generally be treated as long-term capital gain or loss if the
Fund shares  comprising the Creation Unit  Aggregations  have been held for more
than one year. Otherwise, such gains or losses are treated as short-term capital
gains or losses.

A person subject to U.S. federal income tax who receives non-U.S.  currency upon
a redemption of Creation Unit Aggregations and does not immediately  convert the
non-U.S. currency into U.S. dollars may, upon a later conversion of the non-U.S.
currency  into  U.S.  dollars,  or upon  the use of the  non-U.S.  currency  pay
expenses or acquire  assets,  recognize as ordinary gains or losses any gains or
losses  resulting  from  fluctuations  in the  value  of the  non-U.S.  currency
relative to the U.S. dollar since the date of the redemption.

Persons   exchanging   securities   or  non-U.S.   currency  for  Creation  Unit
Aggregations  should  consult  their own tax  advisors  with  respect to the tax
treatment of any creation or redemption  transaction.  If you purchase or redeem
Creation Unit  Aggregations,  you will be sent a confirmation  statement showing
how many shares you purchased or redeemed and at what price.

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

Tax  Shelter  Reporting  Regulations.  Under  U.S.  Treasury  regulations,  if a
shareholder  recognizes  a  loss  of  $2  million  or  more  for  an  individual
shareholder or $10 million or more for a corporate shareholder,  the shareholder
must file with the Internal Revenue Service a disclosure statement on Form 8886.
Direct shareholders of portfolio securities are in many cases excepted from this
reporting requirement, but under current guidance, shareholders of a RIC are not
excepted.  Future guidance may extend the current  exception from this reporting
requirement  to  shareholders  of  most or all  RICs.  The  fact  that a loss is
reportable under these  regulations  does not affect the legal  determination of
whether the  taxpayer's  treatment  of the loss is proper.  Shareholders  should
consult their tax advisors to determine the  applicability of these  regulations
in light of their individual circumstances.

General Considerations. The federal income tax discussion set forth above is for
general  information  only.  Prospective  investors  should  consult  their  tax
advisors  regarding the specific  federal income tax consequences of purchasing,
holding and  disposing  of shares of the Funds,  as well as the effect of state,
local and foreign tax law and any proposed tax law changes.

                                       34



                              DETERMINATION OF NAV

The NAV of each Fund's shares  generally is calculated once daily Monday through
Friday  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.  The prices at which creations and  redemptions  occur are based on
the  next  calculation  of NAV  after an order is  received  in  proper  form as
described in the Participant Agreement.

In calculating a Fund's NAV, Fund investments  generally are valued using market
valuations.  Short-term debt securities with remaining  maturities of 60 days or
less  generally  are valued on the basis of amortized  cost.  U.S.  fixed income
assets may be valued as of the announced closing time for such securities on any
day that the Securities Industry and Financial Markets Association  announces an
early closing time.  The values of any assets or  liabilities  denominated  in a
currency  other than the U.S.  dollar are converted  into U.S.  dollars using an
exchange rate deemed appropriate by the Fund.

When reliable market  valuations are not readily  available or are not deemed to
reflect  current  market  values,  the  affected  investments  will be valued in
accordance with the Fund's pricing policy and procedures.  For these purposes, a
price based on amortized cost is considered a market valuation.  Securities that
may be valued  using fair value  pricing  may  include,  but are not limited to,
instruments for which there are no current market  quotations or whose issuer is
in default or  bankruptcy,  securities  subject to  corporate  actions  (such as
mergers or reorganizations), securities subject to non-U.S. investment limits or
currency controls,  and securities affected by "significant  events." An example
of a significant  event is an event  occurring  after the close of the market in
which a security trades but before a Fund's next NAV  calculation  time that may
materially  affect the value of a Fund's investment  (e.g.,  government  action,
natural disaster, or significant market fluctuation). When fair-value pricing is
employed,  the  prices of  securities  used by a Fund to  calculate  its NAV may
differ from quoted or published prices for the same securities.

Transactions in Fund shares will be priced at NAV only if you purchase or redeem
shares directly from a Fund in Creation Units. Fund shares are purchased or sold
on a national securities exchange at market prices, which may be higher or lower
than NAV.

                           DIVIDENDS AND DISTRIBUTIONS

The U.S. Current Income Fund intends to pay out dividends, if any, monthly. Each
of the Euro Fund and the Japanese Yen Fund, intend to pay out dividends, if any,
quarterly.

Each of the  Brazilian  Real Fund,  Chinese Yuan Fund,  Indian  Rupee Fund,  New
Zealand Dollar Fund and South African Rand Fund intend to pay out dividends,  if
any, annually.  Each Fund distributes its net realized capital gains, if any, to
investors annually.  The Funds may occasionally be required to make supplemental
distributions  at some other time during the year.  Distributions in cash may be
reinvested  automatically  in additional whole shares only if the broker through
whom  you  purchased  shares  makes  such  option  available.   Your  broker  is
responsible for distributing the income and capital gain distributions to you.


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

                              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. Ernst & Young LLP serves as the
independent auditor of the Trust.

                                       35