Exhibit 10.4


 


FORM OF DISTRIBUTION
SERVICES AGREEMENT

Registered Commodity Pools


 


This Distribution Services
Agreement (the “Agreement”) is made this 4th day of January 2016, effective as of January 1, 2016, by and
among WisdomTree Continuous Commodity Index Fund, a Delaware statutory trust (the “Fund” or the “Trust”),
having its principal place of business at 245 Park Avenue, 35th Floor, New York, New York 10167, Foreside Fund Services,
LLC, a Delaware limited liability company (the “Distributor” or “Foreside”), having its principal place
of business at Three Canal Plaza, Suite 100, Portland, ME 04101, and WisdomTree Commodity Services, LLC, a Delaware limited liability
company (the “Sponsor” or “Managing Owner”), with its principal place of business at 245 Park Avenue, 35th
Floor, New York, New York 10167.


 


WHEREAS, the Sponsor
is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator, is a member
of the National Futures Association (“NFA”), and is subject to the Commodity Exchange Act, as amended (the “CEA”),
and all of the relevant rules and regulations promulgated thereunder (collectively, the “Commodities Rules”) and serves
as the commodity pool operator of the Trust; and


 


WHEREAS, the Trust
is a statutory trust organized under the laws of the State of Delaware, and may have separate series (each a “Fund”
and collectively, the “Funds”), each of which may issue common units representing fractional individual beneficial
interests in such Fund (“Shares”, and aggregations thereof, “Baskets”);


 


WHEREAS, the Sponsor
desires to retain Foreside to serve as the distributor of certain Funds as listed on Exhibit A hereto (as amended from time to
time); and


 


WHEREAS, the Sponsor,
on behalf of the Trust, has filed, or will file, with the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-1 under the Securities Act of 1933, as amended (the “1933 Act”);


 


WHEREAS, the Distributor
is a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member
of the Financial Industry Regulatory Authority (“FINRA”);


 


WHEREAS, the Distributor
desires to serve as distributor of the Funds and to provide the services described herein to the Funds.


 


NOW THEREFORE, in consideration
of the mutual promises and undertakings herein contained, the parties agree as follows:


 


1.          Appointment.


 


The Sponsor, on behalf
of the Trust, hereby appoints the Distributor as the exclusive distributor of the Funds in accordance with this Agreement, on the
terms and for the period set forth in this Agreement and subject to the registration requirements of the federal securities laws


 




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and of the laws governing
the sale of securities in the various states, and the Distributor hereby accepts such appointment and agrees to act in such capacity
hereunder.


 


2.           Definitions.


 


Wherever they are used
herein, the following terms have the following meanings:


 


(a)          “Prospectus”
means the prospectus which constitutes part of the Registration Statement(s) of the Trust under the 1933 Act as such Prospectus
may be amended or supplemented and filed with the SEC from time to time;


 


(b)          “Registration
Statement” means the registration statement most recently filed from time to time by the Trust with the SEC and effective
under the 1933 Act, as such registration statement(s) is amended by any amendments thereto at the time in effect;


 


(c)          All
capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement
and the Prospectus.


 


3.           Duties
of the Distributor


 


(a)          The
Distributor agrees to act as agent of the Funds and to work with the Funds’ transfer agent (the “Transfer Agent”)
in connection with the receipt and processing of all orders for purchases and redemptions of Shares of each Fund in aggregations
of a predetermined number of Shares specified in the Fund’s Prospectus (“Baskets”) from DTC Participants or participants
in the Continuous Net Settlement System of the National Securities Clearing Corporation (the “NSCC Participants”) that
have executed a Participant Agreement (the “Authorized Participants”), as defined in paragraph 3(b) hereof, with the
Funds and the Sponsor. The Funds acknowledge that the Distributor shall be obligated to accept all good orders for Baskets, subject
to the terms and conditions of the applicable Participant Agreement and guidelines established by the Sponsor from time to time.
Nothing herein contained shall prevent the Distributor from entering into like distribution service arrangements with other exchange-traded
funds.


 


(b)          The
Distributor agrees to use commercially reasonable efforts to act as agent of the Funds with respect to the continuous distribution
of Baskets of the Funds as set forth in each Registration Statement and in accordance with the provisions thereof. The Distributor
further agrees as follows: (i) at the request of the Sponsor, the Distributor shall coordinate the process, including negotiation,
by which Authorized Participants, the Funds, the Distributor and the Sponsor enter into participant agreements (“Participant
Agreements”) for transactions in Baskets of the Funds, in accordance with the Registration Statement and Prospectus; (ii)
the Distributor shall generate, transmit and maintain copies of confirmations of Basket purchase and redemption order acceptances
to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to
the Sponsor promptly upon request; (iii) the Distributor shall deliver copies of the Prospectus to Authorized Participants who
have purchased Baskets in accordance with the Participant Agreements; and (iv) the Distributor shall maintain telephonic, facsimile
and/or access to direct computer communications links with the Transfer Agent.


 




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(c)          The
Sponsor, on behalf of the Funds, reserves the right to suspend the right of redemption, or postpone the redemption settlement date,
(1) for any period during which the NYSE Arca or any exchange on which the Funds’ assets are regularly traded is closed other
than for customary weekend or holiday closings, or trading is suspended or restricted, (2) for any period during which an emergency
exists as a result of which the delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable, or (3)
for such other period as the Sponsor determines to be necessary for the protection of the Shareholders.


 


(d)          The
Distributor is not authorized by the Sponsor or the Trust to give any information or to make any representations other than those
contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared
by or on behalf of the Funds for the Distributor’s use. All activities by the Distributor and its agents and employees that
are primarily intended to result in the sale of shall comply with the Registration Statement, the instructions of the Managing
Owner and all applicable laws, rules and regulations.


 


(e)          The
Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Sponsor
with respect to the Funds and their service providers and shall not be liable or responsible for the errors and omissions of such
service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Funds
or the Funds’ shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith
or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this
Agreement.


 


(f)          The
Distributor shall ensure that all direct requests by Authorized Participants for Prospectuses, product descriptions and periodic
fund reports, as applicable, are fulfilled. The Distributor will generally make it known in the brokerage community that Prospectuses
and product descriptions are available, including by (i) advising the Listing Exchange on which the Shares are listed on behalf
of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by
the Distributor with FINRA, and (iii) as may otherwise be required by the SEC. The Distributor shall not bear any costs associated
with printing Prospectuses and all other such materials.


 


(g)          The
Distributor agrees to provide information to the Sponsor with regard to the ongoing distribution process and for such other purposes
as may be requested by the Sponsor from time to time.


 


(h)          The
Distributor shall review and approve all sales and marketing materials for compliance with applicable securities laws and regulations,
and file such materials with FINRA, as required under the 1933 Act, and the rules promulgated thereunder. Notwithstanding the foregoing,
the Distributor shall not be responsible for the compliance of sales and marketing materials with the CEA or the Commodities Rules,
and the Sponsor shall be responsible for ensuring that all sales and marketing materials have been reviewed for compliance with
the CEA and the Commodities Rules and filed with the CFTC or NFA, if applicable.


 


(i)          The
Distributor shall provide training to employees of the Sponsor with respect to the marketing material review process for which
the Distributor is responsible, the SEC and FINRA regulations, and the applicability of these regulations as they relate to sales
and


 




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marketing materials.
Such training shall be provided on-site if requested by the Sponsor, provided that the Sponsor pay all reasonable travel expenses
associated therewith.


 


(i)          The
Distributor shall work with the Transfer Agent to review and accept or reject orders placed by Authorized Participants and transmitted
to the Distributor by the Transfer Agent.


 


(j)          The
Distributor agrees to maintain and preserve records of its activities and obligations under this Agreement unless any such records
are earlier surrendered as provided below. The Distributor agrees that all records which it maintains for the Trust shall at all
times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered
upon the termination of the Agreement or otherwise on written request; provided that Distributor may retain all records, or if
permissible, copies of all records that it is required to maintain as a broker-dealer pursuant to applicable FINRA and SEC rules
and regulations. Records may be surrendered in either written or machine-readable form, at the option of the Trust. Upon the reasonable
request of the Trust, copies of any such books and records shall be provided by the Distributor. The Distributor shall assist the
Trust and its agents or, upon approval of the Trust, any regulatory or self-regulatory body, in any requested review of the Trust’s
books and records, and reports by the Distributor, its independent accountants or other independent reviewer concerning its ETP
order processing system and such books, records, reports and system will be open to such entities for audit or inspection upon
reasonable request.


 


(k)          The
Distributor shall take reasonable steps to minimize service interruptions in the event of equipment failure, work stoppage, governmental
action, communication disruption or other impossibility of performance beyond the Distributor’s control. The Distributor
shall enter into and shall maintain in effect at all times during the term of this Agreement a business continuity plan, including
internal systems or arrangements with appropriate parties making reasonable provision for (i) periodic back-up of the computer
files and data with respect to the Trust and (ii) emergency use of electronic data processing equipment to provide services under
this Agreement. Upon reasonable request, the Distributor shall discuss with the Trust any business continuity/disaster recovery
plan of the Distributor and/or provide presentations regarding such plan.


 


(l)          The
Distributor shall at all times act in good faith and without negligence and agrees to exercise the care and expertise of a leading
provider of distribution services in carrying out the provisions of this Agreement and use all reasonable efforts (or such higher
standard set forth herein) in performing the services under this Agreement.


 


4.      
    Duties of the Funds.


 


(a)          The
Sponsor, on behalf of the Trust, agrees that it will take all reasonable action necessary to monitor available Shares registered
by each Fund and to register additional Shares of a Fund pursuant to the 1933 Act as may be required from time to time. The Sponsor
will make available to the Distributor such number of copies of the Funds’ then currently effective Prospectus and product
description as the Distributor may reasonably request. The Sponsor will furnish to the Distributor copies of annual audited reports
of each Fund made by independent public accountants regularly retained by the Funds and such other publicly available information
that the Distributor may reasonably request for use in connection with the distribution of Baskets.


 




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The Sponsor shall keep
the Distributor informed of the jurisdictions in which it has filed notice filings for Shares for sale on behalf of each Fund under
the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall
not be liable for damages resulting from the sale of Shares in jurisdictions where the Distributor had no information from the
Sponsor that such sale or sales were unauthorized at the time of such sale or sales.


 


5.    
      Fees and Expenses.


 


(a)          The
Distributor shall be entitled to receive compensation from the Trust related to its services hereunder or for additional services
as may be agreed to between the Sponsor, on behalf of the Trust, and the Distributor, in accordance with the Fee Schedule attached
hereto as Exhibit B;


 


(b)          The
Trust shall bear the cost and expenses of: (i) the registration of Shares for sale under the Securities Act; and (ii) the registration
or qualification of the Shares for sale under the securities laws and/or the costs related to any filings pursuant to the Commodities
Rules, as applicable;


 


(c)          The
Distributor shall pay all of its own costs and expenses, including (i) all expenses relating to Distributor’s broker-dealer
qualification and registration under the 1934 Act; and (ii) the expenses incurred by the Distributor in connection with routine
FINRA filing fees. In addition, the Distributor shall bear all other expenses incurred in connection with the services contemplated
herein, except as specifically provided in this Agreement;


 


(d)          Notwithstanding
anything in this Agreement to the contrary, the Distributor and its affiliates may receive compensation or reimbursement from the
Trust with respect to any services not included under this Agreement, as may be agreed upon by the parties from time to time;


 


(e)          The
payments to the Distributor under this Agreement and under any other agreement between the Distributor or any of its affiliates
and the Funds or the Sponsor with respect to the Funds, will not, in the aggregate, exceed 10% of the aggregate dollar amount of
the offering. The Trust will advise the Distributor if the payments described hereunder must be limited, when combined with selling
commissions charged by other FINRA members and other payments that would constitute underwriting compensation as defined in FINRA
Rule 2310, in order to comply with the 10% limitation on total underwriters’ compensation pursuant to FINRA Rule 2310; and


 


(f)          The
Sponsor shall provide to the Distributor on an on-going basis information sufficient to enable Distributor to ensure compliance
with FINRA Rule 2310, including calculations of underwriting compensation and total offering and operating expenses.


 


6.    
      Indemnification.


 


(a)          The
Trust agrees to indemnify and hold harmless the Distributor, its affiliates and each of their respective directors, officers and
employees and agents and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (any of the Distributor,
its officers, employees, agents and directors or such control persons, for purposes of


 




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this paragraph, a “Distributor
Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) (“Losses”)
arising out of or based upon (i) the Distributor providing services to the Funds pursuant to this Agreement; (ii) any claim that
the Registration Statement, Prospectus, product description, shareholder reports, sales literature and advertisements specifically
approved by the Funds and the Sponsor or other information filed or made public by the Funds (as from time to time amended) included
an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein (and in the case of the Prospectus and product description, in light of the circumstances under
which they were made) not misleading under the 1933 Act, or any other statute or the common law; (iii) the breach by the Trust
or any Fund of any obligation, representation or warranty contained in this Agreement; or (iv) the Trust’s or any Fund’s
failure to comply in any material respect with applicable securities or commodities laws.


 


The Trust does not
agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon,
and in conformity with, information furnished to the Funds by or on behalf of the Distributor. The Trust will also not indemnify
any Distributor Indemnitee with respect to any untrue statement or omission made in the Registration Statement, Prospectus or product
description that is subsequently corrected in such document (or an amendment thereof or supplement thereto) if a copy of the Prospectus
(or such amendment or supplement) was not sent or given to the person asserting any such loss, liability, claim, damage or expense
at or before the written confirmation to such person in any case where such delivery is required by the 1933 Act and the Trust
had notified the Distributor of the amendment or supplement prior to the sending of the confirmation. In no case (i) is the indemnity
of the Trust in favor of any Distributor Indemnitee to be deemed to protect the Distributor Indemnitee against any liability to
the Trust, the Funds or their respective shareholders to which the Distributor Indemnitee would otherwise be subject by reason
of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its
obligations under this Agreement and no Distributor Indemnitee shall be indemnified or held harmless for any Losses arising out
of the Distributor’s own bad faith, negligence, willful misconduct or disregard of its duties and obligations under this
Agreement,, or (ii) is the Trust to be liable under the indemnity agreement contained in this Section with respect to any claim
made against any Distributor Indemnitee unless the Distributor Indemnitee shall have pursuant to Section 9 notified the Trust in
writing of the claim at its principal offices in 245 Park Avenue, 35th Floor, New York, New York 10167 within a reasonable
time after the summons or other first written notification giving information of the nature of the claim shall have been served
upon Distributor Indemnitee (or after Distributor Indemnitee shall have received notice of service on any designated agent).


 


Failure to notify the
Trust of any claim shall not relieve the Trust from any liability that it may have to any Distributor Indemnitee against whom such
action is brought unless failure or delay to so notify the Trust prejudices the Trust’s ability to defend against such claim.
The Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any
suit brought to enforce any claims, but if the Trust elects to assume the defense, the defense shall be conducted by counsel chosen
by the Trust and satisfactory to Distributor Indemnitee, defendant or defendants in the suit. In the event the Trust elects to
assume the defense of any suit and retain counsel, Distributor Indemnitee, defendant or defendants in the suit, shall


 




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bear the fees and expenses
of any additional counsel retained by them. If the Trust does not elect to assume the defense of any suit, it will reimburse the
Distributor Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them.
The Distributor agrees to notify the Sponsor and the Trust promptly of the commencement of any litigation or proceedings against
it or any of its officers or directors in connection with the issuance or sale of any of the Baskets or the Shares.


 


(b)          The
Distributor agrees to indemnify and hold harmless the Trust, the Sponsor and each of their managers, directors and officers, employees
and agents and any person who controls the Trust or the Sponsor within the meaning of Section 15 of the 1933 Act (for purposes
of this Section, the Funds, the Sponsor and each of their managers and officers and their controlling persons are collectively
referred to as the “Trust Affiliates”) against any Losses arising out of or based upon (i) the allegation of any wrongful
act of the Distributor or any of its directors, officers, employees or affiliates in connection with its activities as Distributor
pursuant to this Agreement; (ii) the breach of any obligation, representation or warranty contained in this Agreement by the Distributor;
(iii) the Distributor’s failure to comply in any material respect with applicable securities laws, including applicable FINRA
regulations; or (iv) any allegation that the Registration Statement, Prospectus, product description, shareholder reports, any
information or materials relating to the Funds (as described in section 3(g)) or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements not misleading, insofar as such statement or omission was (x)
made in reliance upon, and in conformity with information furnished to the Trust by or on behalf of the Distributor or (y) otherwise
approved by the Distributor in the performance of its duties under this Agreement..


 


In no case (i) is the
indemnity of the Distributor in favor of any Trust Affiliate to be deemed to protect any Trust Affiliate against any liability
to the Funds or its security holders to which such Trust Affiliate would otherwise be subject by reason of willful misfeasance,
bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this Section with respect to
any claim made against any Trust Affiliate unless the Trust Affiliate shall have notified the Distributor in writing of the claim
within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall
have been served upon the Trust Affiliate (or after the Trust Affiliate shall have received notice of service on any designated
agent).


 


Failure to notify the
Distributor of any claim shall not relieve the Distributor from any liability that it may have to the Trust Affiliate against whom
such action is brought on account of its indemnity agreement contained in this Section unless failure or delay to so notify the
Distributor prejudices the Distributor’s ability to defend against such claim. The Distributor shall be entitled to participate
at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the
Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Funds,
the Sponsor and the Trust Affiliates, and to any controlling person or persons, defendant or defendants in the suit. In the event
that Distributor elects to assume the defense of any suit and retain counsel, the Funds or controlling person or persons, defendant
or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does
not elect to assume the defense of any suit, it will reimburse the Funds, the Sponsor, their officers and managers or


 




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controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Trust and
the Sponsor agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against them or any
of their officers in connection with the issuance or sale of any of the Baskets or the Shares.


 


(c)          No
indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under
the terms of section 6(a) or 6(b) above, without prior written notice to and consent from the indemnifying party, which consent
shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains
a full release of liability with respect to the other party in respect of such action. This section 6 shall survive the termination
of this Agreement.


 


(d)           Notwithstanding
anything contained herein to the contrary, no party shall be liable for any indirect, special or consequential damages; provided
that the foregoing limitation shall not apply with respect to damages or claims arising out of or relating to that party’s
fraud or willful misconduct.


 


7.      
    Representations.


 


(a)          The
Distributor represents and warrants that (i) it is duly organized as a Delaware limited liability company and is and at all times
will remain duly authorized and licensed under applicable law to carry out its services as contemplated herein; (ii) the execution,
delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; (iii) its
entering into this Agreement or providing the services contemplated hereby does not conflict with or constitute a default or require
a consent under or breach of any provision of any agreement or document to which the Distributor is a party or by which it is bound;
(iv) it is registered as a broker-dealer under the 1934 Act and is a member of FINRA, a(v) it is in material compliance with all
laws, rules and regulations applicable to it, including but not limited to the rules and regulations promulgated by FINRA, (vi)
it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations
under this Agreement; (vii) it will promptly notify the Trust in the event it is for any reason unable to perform any of its obligations
under this Agreement; (viii) it shall perform its duties hereunder in accordance with applicable law; (ix) it will promptly notify
the Trust, except as may be prohibited by applicable law, of any legal, regulatory or administrative proceedings that have been
instituted, which would materially impair the Distributor’s ability to perform its duties and obligations under this Agreement;
and (x) the various procedures and systems which it has implemented in safeguarding from loss or damage attributable to fire, theft
or any other cause, the Trust’s records and other data and the Distributor’s records, data equipment facilities and
other property used in the performance of its obligations hereunder are adequate and it will make such changes therein from time
to time as it may deem reasonably necessary for the secure performance of its obligations hereunder.


 


(b)          The
Distributor acknowledges that it is a financial institution subject to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively,
the “AML Acts”), which require, among other things, that financial institutions adopt compliance programs to guard
against money laundering. The Distributor represents and warrants that it is in compliance with and will continue to comply with
the AML Acts and applicable regulations in all relevant respects. The Distributor agrees that it will take such further steps,
and cooperate with the other as may be reasonably


 




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necessary, to facilitate
compliance with the AML Acts, including but not limited to the provision of copies of its written procedures, policies and controls
related thereto (“AML Operations”). Notwithstanding the foregoing, it is expressly understood and agreed that neither
the Sponsor nor any of its directors, officers, employees or agents, on its own behalf or on behalf of the Funds, shall have access
to any of Distributor’s AML Operations, books or records pertaining to other clients or services of Distributor.


 


(c)          The
Distributor and the Sponsor, on behalf of the Trust, each individually represent and warrant that it has in place and will maintain
physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and
to prevent unauthorized access to or use of, records and information relating to consumers and customers of the Funds. The Sponsor,
on behalf of the Trust, further represents to the Distributor that it has adopted, to the extent required under applicable law,
a statement of its privacy policies and practices as required by Securities and Exchange Commission Regulation S-P and agrees to
provide to the Distributor a copy of that statement annually.


 


(d)          The
Sponsor, on its own behalf and on behalf of the Trust, represents and warrants that (i) the Trust is duly organized as a Delaware
statutory trust and is and at all times will remain duly authorized to carry out its obligations as contemplated herein; (ii) the
execution, delivery and performance of this Agreement are within the power of the Sponsor and the Trust and have been duly authorized
by all necessary action; (iii) entering into this Agreement by the Sponsor and the Trust does not conflict with or constitute a
default or require a consent under or breach of any provision of any agreement or document to which the Trust or the Sponsor is
a party or by which either is bound; (iv) the Sponsor is duly registered with the NFA as a Commodity Pool Operator and the Sponsor
will use commercially reasonable efforts in seeking to ensure compliance by the Trust with the CEA and all of the relevant Commodities
Rules; (v) the Registration Statement and the Prospectus have been prepared, and all sales literature and advertisements (“Sales
Literature and Advertisements”) approved by the Sponsor with respect to the Funds or other materials prepared by or on behalf
of the Funds shall be prepared, in all material respects, in conformity with the CEA, the Commodities Rules, the 1933 Act and the
rules and regulations of the SEC (the “SEC Rules and Regulations”); (vi) the Registration Statement and the Prospectus
contain, and all Sales Literature and Advertisements shall contain, all statements required to be stated therein in accordance
with the CEA, the Commodities Rules, the 1933 Act, the SEC Rules and Regulations, and FINRA Rules and Regulations; and (vii) all
statements of fact contained therein, or to be contained in all Sales Literature and Advertisements, are or will be true and correct
in all material respects at the time indicated or the effective date, as the case may be, and none of the Registration Statement,
any Fund’s Prospectus, nor any Sales Literature and Advertisements shall include any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the
Prospectus in light of the circumstances in which made, not misleading. The Trust shall, from time to time, file such supplement,
amendment or amendments to the Registration Statement and the Prospectus as, in the light of future developments, shall, in the
opinion of counsel to the Sponsor, be necessary in order to have the Registration Statement and the Prospectus at all times contain
all material facts required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in
light of the circumstances in which made, not misleading. The Trust shall not file any amendment to the Registration Statement
or the Prospectus without giving the Distributor reasonable notice thereof in advance and the Sponsor shall promptly notify the
Distributor of any


 




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stop order suspending
the effectiveness of the Registration Statement. Notwithstanding the foregoing, the Trust shall not be deemed to make any representation
or warranty as to any information or statement provided by the Distributor for inclusion in the Registration Statement or any Fund’s
Prospectus.


 


8.    
      Duration, Termination and Amendment.


 


(a)          This
Agreement shall be effective on the date set forth above, and unless terminated as provided herein, shall continue until December
31, 2016, and thereafter from year to year, unless earlier terminated, without the payment of any penalty, as to each individual
Fund by the Sponsor or by the Distributor, on at least sixty (60) days’ prior written notice.


 


(b)           As
soon as reasonably practicable following the termination or expiration of this Agreement, the Distributor agrees to transfer such
records and related supporting documentation as are held by it under this Agreement to any replacement provider of the services
or to such other person as the Trust may direct. If directed by the Trust, the Distributor will provide the services hereunder
until a replacement distributor is in place, for a reasonable period of time up to nine (9) months, subject to the terms of this
Agreement, including compensation. The Distributor will also provide reasonable assistance to its successor, for such transfer,
subject to the payment of such reasonable expenses and charges as the Distributor customarily charges for such assistance.


 


(c)           Termination
of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with
respect to the Trust or any other Fund.


 


(d)          No
provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is sought.


 


9.   
       Notice.


 


All notices, requests,
claims, demands and other communications required or permitted to be given under this agreement shall be in writing and shall be
delivered by hand or sent by an internationally recognized overnight courier service with signature required for delivery, by facsimile
where a confirmation of receipt is obtained, provided, however, that if sent by facsimile the written communication must also
be sent by next business day delivery via an internationally recognized overnight courier service with signature required
for delivery, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at
the following addresses:


 


If to
the Distributor:


Foreside Fund Services,
LLC


ATTN: Legal Department


Three Canal Plaza,
Suite 100


Portland, ME 04101


Telephone: (207) 553-7110


Facsimile: (207) 553-7151


 




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If to the Sponsor:


WisdomTree Commodity Services, LLC


ATTN: Legal


245 Park Avenue, 35th Floor


New York, New York 10167


Facsimile: 917-267-2721


 


If to the Trust:


WisdomTree Continuous Commodity Index Fund


ATTN: Ben Slavin


245 Park Avenue, 35th Floor


New York, New York 10167


Facsimile: 917-267-2721


 


All such communications so
addressed shall be deemed given (i) when delivered, if delivered personally to the intended recipient, or if sent by an internationally
recognized courier service with signature required for delivery, or if sent by facsimile and a confirmation of receipt is obtained,
and the written communication has also been sent for next business day delivery via an internationally recognized courier
service with signature required for delivery, or (ii) three business days after being mailed if sent by certified or registered
mail, postage prepaid, return receipt requested, or upon delivery if actual delivery occurs earlier.


 


10.         Choice
of Law.


 


This Agreement shall
be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the choice of laws
provisions thereof.


 


11.         Counterparts.


 


This Agreement may
be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


12.         Severability.


 


If any provisions of
this Agreement shall be held or made invalid, in whole or in part, then the other provisions of this Agreement shall remain in
force. Invalid provisions shall, in accordance with this Agreement’s intent and purpose, be amended, to the extent legally
possible, in order to effectuate the intended results of such invalid provisions.


 


13.         Insurance.


 


The Distributor will
maintain at its expense an errors and omissions insurance policy adequate to cover services provided by the Distributor hereunder.
Upon the Trust’s or Sponsor’s reasonable request, which in no event shall be more than once annually, the Distributor
shall furnish to the Trust or Sponsor a summary of the Distributor’s applicable insurance coverage. The Distributor shall
notify the Trust and Sponsor of any material claims against it which would


 




    	 	11	 



     


    

 


materially impair Distributor’s ability
to perform its duties and obligations under this Agreement, whether or not covered by insurance.


 


14.         Confidentiality.


 


During the term of
this Agreement, the Distributor and the Sponsor, on its own behalf and on behalf of the Trust, may have access to confidential
information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts,
personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to one of
the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such
party. Confidential Information includes, without limitation, transaction information with Authorized Participants (which is the
Trust’s and Sponsor’s Confidential Information), financial information, proposal and presentations, reports, forecasts,
inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market
or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or
dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course
of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through
lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully
possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or
any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that
all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party
shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The
parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information,
or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as
required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement
for any reason, or as otherwise requested by the Sponsor, all Confidential Information held by or on behalf of Sponsor or the Trust
shall be promptly returned to the Sponsor, or an authorized officer of the Distributor will certify to the Sponsor in writing that
all such Confidential Information has been destroyed, provided that Distributor may retain Confidential Information to the extent
required by regulatory record retention requirements applicable to it. This section 13 shall survive the termination of this Agreement.
Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation
or legal process or if requested by the SEC, CFTC, NFA, FINRA or other governmental regulatory agency with jurisdiction over the
parties hereto or (ii) requested to do so by the other party; provided that in the event of (i), the disclosing party shall give
the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate
with the other party (at such other party’s expense) in any efforts to prevent such disclosure.


 


15.         Limitation
of Liability.


 


This Agreement is executed
by or on behalf of the Trust with respect to each Fund and the obligations hereunder are not binding upon any of the trustees,
officers or shareholders of a Fund individually but are binding only upon each Fund to which such obligations pertain and the assets
and property of such Fund. Separate and distinct records are maintained for each Fund and the


 




    	 	12	 



     


    

 


assets associated with
any such Fund are held and accounted for separately from the other assets of any other Fund. The debts, liabilities, obligations,
and expenses incurred, contracted for, or otherwise existing with respect to a particular Fund shall be enforceable against the
assets of that Fund only, and not against the assets of any other Fund, and none of the debts, liabilities, obligations, and expenses
incurred, contracted for, or otherwise existing with respect to any other Fund shall be enforceable against the assets of that
Fund. The Trust’s Agreement and Declaration of Trust, as may be amended form time to time, is on file with the Sponsor.


 


16.         Use
of Names; Publicity.


 


The Funds shall not
use the Distributor’s name, or any trade or service mark owned by or licensed to the Distributor, in any offering material,
shareholder report, advertisement or other material relating to the Funds, other than for the purpose of merely identifying and
describing the functions of the Distributor hereunder, in a manner not approved by the Distributor in writing prior to such use,
such approval not to be unreasonably withheld. The Distributor hereby consents to all uses of its name required by the SEC, the
CFTC, any state securities commission, or any federal or state regulatory authority.


 


The Distributor or
its affiliates shall not use the name of the Trust or the Sponsor in any offering material, shareholder report, advertisement or
other material relating to the Distributor, other than for the purpose of merely identifying and describing the functions of the
Funds hereunder, in a manner not approved by the Sponsor in writing prior to such use, provided that in no case shall such approval
be unreasonably withheld. The Sponsor and the Trust hereby consent to all uses of their names required by FINRA, the SEC, the CFTC
or any state securities commission, or any federal or state regulatory authority. The Sponsor and the Trust also hereby consent
to the inclusion of the Sponsor’s and/or Trust’s names on the Distributor’s website noting such parties as clients
of the Distributor.


 


None of the Sponsor,
the Trust or the Distributor will disclose any of the economic terms of this Agreement, except as may be required by law.


 


17.         Regulatory
Updates; Management Access and Engagement.


 


Foreside shall maintain
awareness of significant emerging regulatory, self-regulatory and legislative developments that may affect the distribution services
provided to the Trust or the Sponsor, update the Trust and the Sponsor on those developments and provide related planning assistance
where requested or appropriate.


 


Foreside and the Sponsor
will appoint one or more senior representatives that will meet from time to time to monitor the quality of the Services, evaluate
any remedial action to address any failure to meet contractual obligations, and address strategic aspects of the Services. 
The meetings are intended to foster collaboration and transparency. At the request of the Sponsor, senior executives of Foreside
will be available to meet with such frequency as the parties may agree to address issues that have not been resolved. The strategic
meetings will be held to review and address strategic aspects of the Services, including: (i) planned upgrades by Foreside to Foreside
technology; (ii) changes to the Services in order to offer Foreside’s customers more efficient or improved services or functionality;
(iii) location strategy for non-core service team


 




    	 	13	 



     


    

 


support services; (iv) any new products
or services that Foreside intends to make available as part of its services offerings; and (v) the strategic direction of the Trust.


 


18.         Personnel.


 


Foreside shall appoint
individuals with suitable training and skills and in sufficient numbers to perform the Services. The Sponsor or the Trust may request
that Foreside reassign any employee from the team that provides Services (“Foreside Personnel”) to the Trust.
Any such request for Foreside to reassign any employee that provides Services will be discussed by senior team management and escalated
as appropriate. Foreside will consider the input of the Trust or Sponsor. The timing for transfer, reassignment or replacement,
if any, of Foreside Personnel will be closely coordinated with the requirements for timing and other elements of the Services so
as to maintain continuity in the performance of the Services.


 


19.         Notice
of Service Location Change.


 


Foreside shall provide
the Trust and Sponsor reasonable notice of any material change in the location of the core service team.


 


20.         Technology
Access and Upgrades.


 


Foreside shall provide
the Trust, the Sponsor and their authorized designees with access to Foreside’s core platforms related to the Services, including,
without limitation, Foreside’s proprietary internet-based marketing/advertising web portal or such other web portal with
no less capability and functionality than the proprietary Foreside portal. If, in the ordinary course of its business, Foreside
enhances the foregoing technologies or any other core system processing functionality that it uses in connection with the Services,
Foreside shall promptly inform the Trust and Sponsor of such enhancements. If the Trust and/or Sponsor, as the case may be, agrees
to use the enhancements, the parties will agree to a reasonable timetable for the rollout of the enhancements. Foreside shall not
charge the Trust or Sponsor for technology changes that it ordinarily provides at no charge to any other customers.


 


21.         Site
Visits and Inspections; Regulatory Examinations.


 


During the term of
the Agreement, authorized representatives of the Sponsor or the Trust may conduct periodic site visits of Foreside’s facilities
and inspect Foreside’s records and as they pertain to Foreside’s services for the Trust under or pursuant to the Distribution
Agreement or otherwise to the Sponsor. Such inspections shall occur during Foreside’s regular business hours and, except
as otherwise agreed to by the parties, no more frequently than twice a year. Site visits as may be scheduled in the ordinary course
of business are not restricted in frequency.


 


22.         Service
Level Standards.


 


The parties agree to
negotiate in good faith for service level standards and operating procedures associated with the Services.


 




    	 	14	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first set forth
above.


 


	 	WISDOMTREE COMMODITY SERVICES, LLC
	 	on behalf of the Trust
	 	 	 
	 	By:	 
	 	 	Name:  Gregory Barton
	 	 	Title:  President
	 	 	 
	 	WISDOMTREE COMMODITY SERVICES, LLC
	 	 	 
	 	By:	 
	 	 	Name: Gregory Barton
	 	 	Title:  President
	 	 	 
	 	FORESIDE FUND SERVICES, LLC
	 	 	 
	 	By:	 
	 	 	Name:    Mark Fairbanks
	 	 	Title:      President


 




    	 	15	 



     


    

 


EXHIBIT A


 


List of Funds


 


WisdomTree Continuous Commodity Index Fund


 




    		Ex. A-1