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See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”
−Removed: Declining prices of securities, gold and other precious metals and other commodities can adversely affect our business by reducing the market value of the assets we manage or causing WisdomTree ETP investors to sell their fund shares and trigger redemptions.
+Added: Declining prices of securities, gold and other precious metals and other commodities and changes in interest rates and general market conditions can adversely affect our business by reducing the market value of the assets we manage or causing WisdomTree ETP investors to sell their fund shares and trigger redemptions.
We are subject to risks arising from declining prices of securities, gold and other precious metals and other commodities, which may result in a decrease in demand for investment products, a higher redemption rate and/or a decline in AUM.
The financial markets are highly volatile and prices for financial assets may increase or decrease for many reasons, including general economic conditions, trade uncertainties, rising or falling interest rates, the strengthening or weakening of the U.S.
−Removed: dollar, events such as the COVID-19
−Removed: pandemic, political events, acts of terrorism and other matters beyond our control.
+Added: dollar, events such as the COVID-19 pandemic and the war in Ukraine, political events, acts of terrorism and other matters beyond our control.
Substantially all our revenues are derived from advisory fees earned on our AUM, in both the international and U.S.
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Trading involves risks including the potential lack of an active market for fund shares, abnormally wide bid/ask spreads (the difference between the prices at which shares of an ETP can be bought and sold) that can exist for a variety of reasons and losses from trading.
−Removed: These risks can be exacerbated during periods when there is low demand for an ETP, when the markets in the underlying investments are closed, when markets conditions are extremely volatile or when trading is disrupted.
+Added: These risks can be exacerbated during periods when there is low demand for an ETP, when the markets in the underlying investments are closed, when markets conditions are extremely volatile or when
+Added: trading is disrupted.
This could result in limited growth or a reduction in the overall ETP market and result in our revenues not growing as rapidly as it has in the recent past or even in a reduction of revenues.
−Removed: Adverse market developments arising from the COVID-19
−Removed: pandemic could negatively impact our AUM, resulting in a decline in our revenues and other potential operational challenges.
−Removed: Global financial markets experienced a significant decline at the onset of the COVID-19
−Removed: While the markets have since recovered, the ultimate duration of the pandemic and its short-term and long-term impact on the global economy is unknown.
−Removed: Mutations in the virus and negative global economic consequences arising from the pandemic, among other factors, could have a future adverse impact on the global financial markets.
−Removed: Negative market reactions could negatively impact our AUM and our revenues.
−Removed: In addition, key service providers of ours may be working remotely.
−Removed: If they were to experience material disruptions in the ability for their employees to work remotely, such as disruptions in internet-based communications systems and networks or the availability of essential goods and services such as food or power, our ability to operate our business normally could be materially adversely disrupted.
−Removed: Similarly, to date our own employees and, we believe, the employees of our key service providers, have not experienced a material degree of illness due to COVID-19.
−Removed: If our or their workforces, or key components thereof, were to experience significant illness, our ability to operate our business normally could be materially adversely disrupted.
−Removed: Any such material adverse disruptions to our business operations could have a material adverse impact on our results of operations or financial condition.
Concentration Risks
We derive a substantial portion of our revenues from a limited number of products and, as a result, our operating results are particularly exposed to investor sentiment toward investing in the products’ strategies and our ability to maintain the AUM of these products, as well as the performance of these products.
−Removed: At December 31, 2021, approximately 48% of our AUM was concentrated in ten of our WisdomTree ETPs with approximately 19% in four of our precious metal products, 18% in three of our domestic equity ETFs, 8% in two of our emerging markets ETFs and 3% in HEDJ.
+Added: At December 31, 2022, 55% of our AUM was concentrated in ten of our WisdomTree ETPs with approximately 20% in four of our domestic equity ETFs, 16% in the WisdomTree Floating Rate Treasury Fund, or USFR, 13% in three of our precious metal products and 6% in two of our emerging markets ETFs.
As a result, our operating results are particularly exposed to the performance of these funds and our ability to maintain the AUM of these funds, as well as investor sentiment toward investing in the funds’ strategies.
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Accommodative monetary policies are also favorable as the opportunity cost of forgoing investment in interest-bearing assets is low.
−Removed: Market conditions that are not conducive to investment in precious metals may lead to declining prices that are linked to our ETPs and thereby adversely affect our AUM and revenues.
+Added: Market conditions that are not conducive to investment in precious metals, such as a rising interest rate environment, may lead to declining prices that are linked to our ETPs and thereby adversely affect our AUM and revenues.
We cannot provide any assurance that our products backed by precious metals will benefit from favorable market conditions.
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If such an investor were to broadly change or withdraw its investments in our ETPs because of a change to its investment strategy, market conditions or any other reason, it may significantly change the amount and mix of our AUM, which may negatively affect our revenues and operating margins.
+Added: Third-Party Provider Risks
+Added: We currently primarily depend on Mellon Investments Corporation, Newton Investment Management North America, LLC and Voya Investment Management Co., LLC to provide portfolio management services, State Street Bank and Trust Company to provide us with critical administrative services to operate our business and our U.S.
+Added: listed ETFs, and other third parties to provide many other critical services to operate our business and our U.S.
+Added: The failure of key vendors to adequately provide such services could materially affect our operating business and harm investors in our products.
+Added: We depend on third-party vendors to provide us with many services that are critical to operating our business, including Mellon Investments Corporation, Newton Investment Management North America, LLC and Voya Investment Management Co., LLC as sub-advisers providing portfolio management services, and State Street Bank and Trust Company, or State Street, to provide custody services, fund accounting, administration, transfer agency and securities lending services.
+Added: We also rely on third-party providers to perform index calculation services for our indexes and a third-party distributor for our products.
+Added: The failure of any of these key vendors to provide us and our products with these services could lead to operational issues and result in financial loss to us and investors in our products.
+Added: We currently depend on HSBC and JP Morgan to provide us with critical physical custody services for precious metals that back our ETCs.
+Added: The failure of HSBC and JP Morgan to adequately safeguard the physical assets could materially adversely affect our business and harm investors in our products.
+Added: Certain products are backed by physical metal and are subject to risks associated with the custody of physical assets, including the risk that access to the metal held in the secure facilities managed by HSBC and JP Morgan could be restricted by a pandemic (such as the COVID-19 pandemic), natural events (such as an earthquake) or human actions (such as a terrorist attack).
+Added: In addition, there is a risk that the physical metal could be lost, stolen, damaged or restricted.
+Added: The failure of HSBC and JP Morgan to successfully provide us with these services could result in financial loss to us and investors in our products and our recovery of any losses from a custodian, sub-custodian or insurer may be inadequate.
+Added: We currently depend on Swissquote Bank Ltd and Coinbase Custody Trust LLC to provide us with critical custody services for digital currencies that back WisdomTree digital assets.
+Added: The failure of Swissquote and/or Coinbase to adequately safeguard these digital assets could materially adversely affect our business and harm investors in this product.
+Added: Products that are backed by digital currencies are subject to the risks associated with the custody of digital assets, including the risk that the digital currencies or the blockchain infrastructure could be impacted by hacks or other malicious actions.
+Added: WisdomTree Issuer X Limited is reliant on the security procedures and infrastructure of the custodian to safeguard the underlying digital currency cryptographic keys.
+Added: There is no guarantee that the arrangements of the custodian will fully protect from loss of assets.
+Added: Damage to the infrastructure or loss of these assets may render the digital currency inaccessible and adversely impact the value of an investment in digital assets.
+Added: The digital currencies may also be exposed to the Internet briefly before reaching the secure accounts of the custodian.
+Added: There are additional risks involved with an investment backed by digital currencies such as changes to the protocol (such as forks) which could damage the reputation of digital assets or result in losses for investors.
+Added: The risks associated with digital currencies and the failure of the custodian to safeguard the underlying assets could result in financial loss to us and investors in our products and our recovery of any losses from a custodian may be inadequate.
+Added: The custodians perform additional services to crypto ETPs that may derive additional revenue by delegating a part of our assets to validate transactions on the relevant blockchain (“staking”).
+Added: There are certain operational and technological risks associated with staking such as penalties due to bad validator behavior.
+Added: Operational and technical errors in the context of staking could damage the reputation of digital assets or result in losses for investors.
+Added: We currently depend on R&H Fund Services (Jersey) Limited in respect of the products issued by our Jersey-domiciled issuers, or ManJer Issuers, of ETCs (except WisdomTree Issuer X Limited), JTC Trust Company Jersey in respect of products issued by WisdomTree Issuer X Limited, APEX IFS Limited in respect of the products issued by WMAI and State Street Fund Services (Ireland) Limited in respect of the WisdomTree UCITS ETFs to provide us with critical administrative services to those products.
+Added: The failure of any of those providers to adequately provide such services could materially affect our operating business and harm investors in those products.
+Added: We currently depend upon R&H Fund Services (Jersey) Limited in respect of the products issued by the ManJer Issuers (except WisdomTree Issuer X Limited), JTC Trust Company Jersey in respect of products issued by WisdomTree Issuer X Limited, APEX IFS Limited in respect of the products issued by WMAI and State Street Fund Services (Ireland) Limited in respect of the WisdomTree UCITS ETFs, to provide fund accounting, administration and, transfer agency services, as well as custody services in the case of the WisdomTree UCITS ETFs.
+Added: The failure of any service provider to successfully provide these services could result in financial loss to the products, us and investors in those products.
+Added: In addition, because each of the service providers provides a multitude of important services, changing these vendor relationships would be challenging.
+Added: It might require us to devote a significant portion of management’s time to negotiate a similar relationship with other vendors or have these services provided by multiple vendors, which would require us to coordinate the transfer of these functions to another vendor or vendors.
+Added: The WisdomTree UCITS ETFs primarily depend on either of Assenagon Asset Management S.A.
+Added: or Irish Life Investment Managers Limited to provide portfolio management services and other third parties to provide many critical services to operate the WisdomTree UCITS ETFs.
+Added: The failure of key vendors to adequately provide such services could materially affect our operating business and harm investors in the WisdomTree UCITS ETFs.
+Added: The WisdomTree UCITS ETFs depend on third-party vendors to provide many services that are critical to operating our business, including Assenagon Asset Management S.A.
+Added: and Irish Life Investment Managers Limited as investment managers that provide us with portfolio management services and third-party providers of index calculation services.
+Added: The failure of any of these key vendors to provide the WisdomTree UCITS ETFs with these services could lead to operational issues and result in financial loss to us and investors in the WisdomTree UCITS ETFs.
+Added: The products issued by our European business are subject to counterparty risks.
+Added: Any actual or perceived weakness of those counterparties could negatively impact the European business’ AUM and therefore the Company’s AUM, the relevant product and secondary pricing of the products on exchange, which could materially adversely affect our business.
+Added: The products issued by our European business depend on the services of counterparties, custodians and other agents and are thus subject to a variety of counterparty risks, including the following:
+Added: Products issued by the ManJer Issuers (except WisdomTree Issuer X Limited) are backed by physical metal and are subject to risks associated with the custody of metal, including the risk that access to the physically backed metal held in the vaults or secure warehouses of a custodian or sub-custodian could be restricted by natural events, such as an earthquake, or human actions, such as a terrorist attack, the risk that such physically backed metal in its custody could be lost, stolen or damaged, and the risk that our recovery of any losses from a custodian, sub-custodian or insurer may be inadequate.
+Added: Products issued by WisdomTree Issuer X Limited are backed by digital currencies and are subject to risks associated with the custody of digital assets, including the risk that the digital currency itself or the relevant blockchain infrastructure could be threatened by hacks, other malicious actions, breakdown or disturbance of the infrastructure and loss of the digital keys.
+Added: Products issued by WMAI, certain WisdomTree UCITS ETFs and certain products issued by the ManJer Issuers are backed by swap, derivative or similar arrangements are subject to risks associated with the creditworthiness of their counterparties, including the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the relevant arrangement (whether or not bona fide) or because of a credit, liquidity, regulatory, tax or operational problem.
+Added: Any deterioration of the credit or downgrade in the credit rating of a counterparty, or the custodian holding the collateral, could cause the associated products to trade at a discount to the value of the underlying assets.
+Added: The terms of contracts with counterparties are generally complex, often customized and often not subject to regulatory oversight.
+Added: A voluntary or involuntary default by a counterparty may occur at any time without notice.
+Added: In the event of any default by, or the insolvency of, any counterparty, the relevant products may be exposed to the under-segregation of assets, fraud or other factors that may result in the recovery of less than all of the property of our issuers that was held in custody or safekeeping in the case of physically backed products or the recovery of property that is insufficient in value to cover all amounts payable to holders of the applicable products upon their redemption.
+Added: The impact of market stress or counterparty financial condition may not be accurately foreseen or evaluated and, as a result, we may not take sufficient action to reduce counterparty risks effectively.
+Added: Any losses due to a counterparty’s failure to perform its contractual obligations will be borne by the relevant product issuer and there could be a substantial delay in recovering assets due from counterparties or it may not be possible to do so at all.
+Added: Defaults by, or even rumors or questions about, the solvency of counterparties may increase operational risks or transaction costs, which may negatively affect the investment performance of the relevant products and have a material adverse effect on our business and operations.
+Added: Our risk management policies and procedures, and those of our third-party vendors upon which we rely, may not be fully effective in identifying or mitigating risk exposure, including employee misconduct.
+Added: If our policies and procedures do not adequately protect us from exposure to these risks, we may incur losses that would adversely affect our financial condition, reputation and market share.
+Added: We have developed risk management policies and procedures and we continue to refine them as we conduct our business.
+Added: Many of our procedures involve oversight of third-party vendors that provide us with critical services such as portfolio management, custody, fund accounting and administration, and index calculation.
+Added: However, our policies and procedures to identify, monitor and manage risks may not be fully effective in mitigating our risk exposure.
+Added: Moreover, we are subject to the risks of errors and misconduct by our employees, including fraud and non-compliance with policies.
+Added: These risks are difficult to detect in advance and deter, and could harm our business, results of operations or financial condition.
+Added: Although we maintain insurance and use other traditional risk-shifting tools, such as third-party indemnification, to manage certain exposures, they are subject to
+Added: terms such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency.
+Added: If our policies and procedures do not adequately protect us from exposure and our exposure is not adequately covered by insurance or other risk-shifting tools, we may incur losses that would adversely affect our financial condition and could cause a reduction in our revenues as investors in our products shift their investments to the products of our competitors.
Competition and Distribution Risks
4 unchanged sentences
We compete based on a number of factors, including name recognition, service, investment performance, product features, breadth of product choices and fees.
−Removed: In addition, the adoption of the ETF Rule removed the need to file for exemptive relief in order to issue ETFs, thereby creating fewer barriers to entry for competitors.
−Removed: We expect that additional companies, both new and traditional asset managers, will continue to enter the ETP space.
−Removed: Also, the SEC has approved multiple proposals for non-transparent
−Removed: active ETFs, which are products that are not required to disclose their holdings daily, as most ETFs currently are required to do.
−Removed: The launch of such products may allow traditional actively managed mutual fund sponsors to compete more effectively against ETFs.
+Added: In addition, the adoption of Rule 6c-11, or the ETF Rule, removed the need to file for exemptive relief in order to issue ETFs, thereby creating fewer barriers to entry for competitors.
+Added: We continue to expect that additional companies, both new and traditional asset managers, will enter and expand in the ETP space.
+Added: Also, non-transparent active ETFs have been launched.
+Added: These products are not required to disclose their holdings daily, as most ETFs currently are required to do.
+Added: Such products may allow traditional actively managed mutual fund sponsors to compete more effectively against ETFs.
Several ETP sponsors with whom we directly compete continue to migrate toward offering low and no fee products targeting gains in market share.
−Removed: Price competition exists in not only commoditized product categories such as traditional, market capitalization weighted index exposures and commodities, but also in non-market
−Removed: capitalization weighted or factor-based exposures and commodities.
+Added: Price competition exists in not only commoditized product categories such as traditional, market capitalization weighted index exposures and commodities, but also in non-market capitalization weighted or factor-based exposures and commodities.
Fee reductions by certain of our competitors has been a trend over the last few years and continues to persist and many of our competitors are well positioned to benefit from this trend.
8 unchanged sentences
We rely on third-party distribution channels to sell our products and increased competition, a failure to maintain business relationships and other factors could adversely impact our business.
−Removed: We rely on various third-party distribution channels, including registered investment advisors, wirehouse and institutional channels to sell our products.
+Added: We rely on various third-party distribution channels, including registered investment advisers, wirehouse and institutional channels to sell our products.
Increasing competition, a failure to maintain business relationships and other factors could impair our distribution capabilities and increase the cost of conducting business.
13 unchanged sentences
However, the investment approach of our equity products may not perform well during certain shorter periods of time during different points in the economic cycle.
+Added: We could lose our entire investments in companies including Securrency and Fnality if they are unable to raise capital, execute their respective business plans and successfully grow their businesses, which would have a material impact on our financial condition and results of operations.
+Added: We currently have various financial interests in companies including Securrency and Fnality valued at $35.7 million in the aggregate.
+Added: If these entities are unable to raise capital, execute their respective business plans and successfully grow their businesses, we may be required to reduce the value of our financial interests in these companies on our financial statements, which would adversely impact our financial results.
+Added: Furthermore, we could lose our entire financial interests in these entities if they are unable to satisfy their obligations as they become due and cease their operations.
+Added: Writing off the entire value of our financial interests would have a material impact on our financial condition and results of operations and may cause a decline in the price of our common stock.
+Added: See Note 8 to our Consolidated Financial Statements for additional information.
Operational Risks
−Removed: Our international business subjects us to increased operational, regulatory, financial and other risks.
+Added: Our European business subjects us to increased operational, regulatory, financial and other risks.
We face increased operational, regulatory, financial, compliance, reputational and foreign exchange rate risks as a result of conducting our business internationally.
−Removed: The failure of our compliance and internal control systems to properly mitigate such additional risks, or of our infrastructure to support our international business, could result in operational failures and regulatory fines or sanctions.
−Removed: If our international products and operations experience any negative consequences or are perceived negatively in non-U.S.
+Added: The failure of our compliance and internal control systems to properly mitigate such additional risks, or of our infrastructure to support our European business, could result in operational failures and regulatory fines or sanctions.
+Added: If our European products and operations experience any negative consequences or are perceived negatively in non-U.S.
markets, it may also harm our reputation in other markets, including the U.S.
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Unless such initiatives result in an increase in our revenues that is at least proportionate to the increase in the costs associated with implementing them, our future profitability will be adversely affected.
−Removed: In addition, any future strategic transactions may result in the issuance of a significant amount of our common stock or other securities that could be dilutive to our stockholders, require substantial borrowings, result in changes in our board composition and/or management team, that constitute a change of control of our Company, lead to significant changes in our product offering, business operations and earning and risk profiles, and/or result in a decline in the price of our common stock.
+Added: In addition, any future strategic transactions may result in the issuance of a significant amount of our common stock or other securities that could be dilutive to our stockholders, require substantial borrowings, result in changes in our board composition and/or management team, constitute a change of control of our Company, lead to significant changes in our product offering, business operations and earning and risk profiles, and/or result in a decline in the price of our common stock.
Our ability to complete future strategic transactions depends upon a number of factors that are not entirely within our control, including our ability to identify suitable merger or acquisition candidates, negotiate acceptable terms, conclude satisfactory agreements and secure financing.
2 unchanged sentences
Operational failures could materially affect our business and harm investors in these products.
−Removed: We have launched products indexed to baskets of cryptocurrencies in Europe.
+Added: We have launched products in Europe that are indexed to baskets of cryptocurrencies or that may allow for staking.
We have outsourced the administrator, transfer agent and custodial functions for these products.
−Removed: While we typically outsource portfolio management services to third-party sub-advisers
−Removed: for our products, in this case, we instead act as determination agent and place buy and sell orders directly with a broker to rebalance these crypto basket ETPs in line with the indices.
−Removed: These rebalances will occur either quarterly or annually depending on the product.
+Added: While we typically outsource portfolio management services to third-party sub-advisers for our products, in this case, we instead act as determination agent and place buy and sell orders directly with a broker to rebalance these crypto basket ETPs in line with the indices.
+Added: These rebalances occur either quarterly or annually depending on the product.
Expanding trading volumes may increase the risk of trading errors.
The failure of any of our vendors to provide us and our products with the outsourced services and our failure to correctly place trade orders could lead to operational issues and result in financial loss to us and/or investors in our products.
+Added: For products through which we derive additional revenue by staking, we operationally delegate the relevant assets to validators in our role as determination agent.
+Added: Operational errors in the process could materially affect our business and harm investors in these products.
The uncertainty regarding the U.K.’s exit from the EU could adversely affect our business.
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There are legal and regulatory aspects of EU membership, such as certain financial services arrangements, which are not maintained by the Trade and Cooperation Agreement and where “equivalence” decisions have not been made and/or may be withdrawn unilaterally.
−Removed: While the medium to long-term consequences of the decision to leave the EU and application of the Trade and Cooperation Agreement remain uncertain, there could be short-term volatility, which could have a negative impact on general economic conditions and business and consumer confidence in the U.K., which may in turn have a negative impact elsewhere in the EU and more widely.
−Removed: Among other things, the U.K.’s departure from the EU and agreement of the Trade and Cooperation Agreement could lead to instability, including volatility, in the foreign exchange markets, including volatility in the value of the pound sterling or the euro.
+Added: While the medium to long-term consequences of the decision to leave the EU and application of the Trade and Cooperation Agreement remain uncertain, the U.K.’s withdrawal from the EU has led to political and economic instability and volatility in the financial markets of the U.K.
+Added: and more broadly across Europe.
+Added: It may lead to a weakening in consumer, corporate and financial confidence in such markets, which may in turn have a negative impact elsewhere in the EU and more widely.
+Added: Among other things, the U.K.’s departure from the EU and the Trade and Cooperation Agreement could lead to instability, including volatility, in the foreign exchange markets, including volatility in the value of the pound sterling or the euro.
Deteriorating business, consumer or investor confidence could lead to (i) reduced levels of business activity, (ii) higher levels of default rates and impairment and (iii) mark to market losses in trading portfolios resulting from changes in credit ratings, share prices and solvency of counterparties.
9 unchanged sentences
We have a disaster recovery plan to address certain contingencies, but this plan may not be sufficient in responding or ameliorating the effects of all disaster scenarios.
−Removed: Similarly, these types of events could also affect the ability of the third-party vendors that we rely upon to conduct our business, including parties that provide us with sub-advisory
−Removed: portfolio management services, custodial, fund accounting and administration services or index calculation services, to continue to provide these necessary services to us, even though they may also have disaster recovery plans to address these contingencies.
+Added: Similarly, these types of events could also affect the ability of the third-party vendors that we rely upon to conduct our business, including parties that provide us with sub-advisory portfolio management services, custodial, fund accounting and administration services or index calculation services, to continue to provide these necessary services to us, even though they may also have disaster recovery plans to address these contingencies.
In addition, a failure of the stock exchanges on which our products trade to function properly could cause a material disruption to our business.
If we or our third-party vendors are unable to respond adequately or in a timely manner, these failures may result in a loss of revenues and/or increased expenses, either of which would have a material adverse effect on our operating results.
−Removed: Third-Party Provider Risks
−Removed: We currently depend on State Street Bank and Trust Company to provide us with critical administrative services to operate our business and our U.S.
−Removed: The failure of State Street to adequately provide such services could materially affect our operating business and harm investors in our products.
−Removed: We currently depend upon State Street Bank and Trust Company, or State Street, to provide custody services, fund accounting, administration, transfer agency and securities lending services.
−Removed: The failure of State Street to successfully provide us and our products with these services could result in financial loss to us and investors in our products.
−Removed: In addition, because State Street provides a multitude of important services to us, changing this vendor relationship would be challenging.
−Removed: It might require us to devote a significant portion of management’s time to negotiate a similar relationship with another vendor or have these services provided by multiple vendors, which would require us to coordinate the transfer of these functions to another vendor or vendors.
−Removed: We currently primarily depend on Mellon Investments Corporation, Newton Investment Management North America, LLC and Voya Investment Management Co., LLC to provide portfolio management services and other third parties to provide many critical services to operate our business and our U.S.
−Removed: The failure of key vendors to adequately provide such services could materially affect our operating business and harm investors in our products.
−Removed: We depend on third-party vendors to provide us with many services that are critical to operating our business, including Mellon Investments Corporation, Newton Investment Management North America, LLC and Voya Investment Management Co., LLC as sub-advisers
−Removed: providing portfolio management services;
−Removed: third-party providers of index calculation services for our indexes;
−Removed: and a distributor of our products.
−Removed: The failure of any of these key vendors to provide us and our products with these services could lead to operational issues and result in financial loss to us and investors in our products.
−Removed: We currently depend on HSBC and JP Morgan to provide us with critical physical custody services for precious metals that back our ETCs.
−Removed: The failure of HSBC and JP Morgan to adequately safeguard the physical assets could materially adversely affect our business and harm investors in our products.
−Removed: Certain products are backed by physical metal and are subject to risks associated with the custody of physical assets, including the risk that access to the metal held in the secure facilities managed by HSBC and JP Morgan could be restricted by a pandemic (such as the COVID-19
−Removed: pandemic), natural events (such as an earthquake) or human actions (such as a terrorist attack).
−Removed: In addition, there is a risk that the physical metal could be lost, stolen, damaged or restricted.
−Removed: The failure of HSBC and JP Morgan to successfully provide us with these services could result in financial loss to us and investors in our products and our recovery of any losses from a custodian, sub-custodian
−Removed: or insurer may be inadequate.
−Removed: We currently depend on Swissquote Bank Ltd and Coinbase Custody Trust LLC to provide us with critical custody services for digital currencies that back WisdomTree digital securities.
−Removed: The failure of Swissquote and/or Coinbase to adequately safeguard these digital assets could materially adversely affect our business and harm investors in this product.
−Removed: Products that are backed by digital currencies are subject to the risks associated with the custody of digital assets, including the risk that the digital currencies or the blockchain infrastructure could be impacted by hacks or other malicious actions.
−Removed: WisdomTree Issuer X Limited is reliant on the security procedures and infrastructure of the custodian to safeguard the underlying digital currency cryptographic keys.
−Removed: There is no guarantee that the arrangements of the custodian will fully protect from loss of assets.
−Removed: Damage to the infrastructure or loss of these assets may render the digital currency inaccessible and adversely impact the value of an investment in digital securities.
−Removed: The digital currencies may also be exposed to the Internet briefly before reaching the secure accounts of the custodian.
−Removed: There are additional risks involved with an investment backed by digital currencies such as changes to the protocol (such as forks) which could damage the reputation of digital assets or result in losses for investors.
−Removed: The risks associated with digital currencies and the failure of the custodian to safeguard the underlying assets could result in financial loss to us and investors in our products and our recovery of any losses from a custodian may be inadequate.
−Removed: We currently depend on R&H Fund Services (Jersey) Limited in respect of the products issued by the ManJer Issuers (except WisdomTree Issuer X Limited), JTC Trust Company Jersey in respect of products issued by WisdomTree Issuer X Limited, APEX IFS Limited in respect of the products issued by WMAI and State Street Fund Services (Ireland) Limited in respect of the WisdomTree UCITS ETFs to provide us with critical administrative services to those products.
−Removed: The failure of any of those providers to adequately provide such services could materially affect our operating business and harm investors in those products.
−Removed: We currently depend upon R&H Fund Services (Jersey) Limited in respect of the products issued by the ManJer Issuers (except WisdomTree Issuer X Limited), JTC Trust Company Jersey in respect of products issued by WisdomTree Issuer X Limited, APEX IFS Limited in respect of the products issued by WMAI and State Street Fund Services (Ireland) Limited in respect of the WisdomTree UCITS ETFs, to provide fund accounting, administration and, transfer agency services, as well as custody services in the case of the WisdomTree UCITS ETFs.
−Removed: The failure of any service provider to successfully provide these services could result in financial loss to the products, us and investors in those products.
−Removed: In addition, because each of the service providers provides a multitude of important services, changing these vendor relationships would be challenging.
−Removed: It might require us to devote a significant portion of management’s time to negotiate a similar relationship with other vendors or have these services provided by multiple vendors, which would require us to coordinate the transfer of these functions to another vendor or vendors.
−Removed: The WisdomTree UCITS ETFs primarily depend on either of Assenagon Asset Management S.A.
−Removed: or Irish Life Investment Managers Limited to provide portfolio management services and other third parties to provide many critical services to operate the WisdomTree UCITS ETFs.
−Removed: The failure of key vendors to adequately provide such services could materially affect our operating business and harm investors in the WisdomTree UCITS ETFs.
−Removed: The WisdomTree UCITS ETFs depend on third-party vendors to provide many services that are critical to operating our business, including Assenagon Asset Management S.A.
−Removed: and Irish Life Investment Managers Limited as investment managers that provide us with portfolio management services and third-party providers of index calculation services.
−Removed: The failure of any of these key vendors to provide the WisdomTree UCITS ETFs with these services could lead to operational issues and result in financial loss to us and investors in the WisdomTree UCITS ETFs.
−Removed: The products issued by our European business are subject to counterparty risks.
−Removed: Any actual or perceived weakness of those counterparties could negatively impact the European business’ AUM and therefore the Company’s AUM, the relevant product and secondary pricing of the products on exchange, which could materially adversely affect our business.
−Removed: The products issued by our European business depend on the services of counterparties, custodians and other agents and are thus subject to a variety of counterparty risks, including the following:
−Removed: Products issued by the ManJer Issuers (except WisdomTree Issuer X Limited) are backed by physical metal and are subject to risks associated with the custody of metal, including the risk that access to the physically backed metal held in the vaults or secure warehouses of a custodian or sub-custodian
−Removed: could be restricted by natural events, such as an earthquake, or human actions, such as a terrorist attack, the risk that such physically backed metal in its custody could be lost, stolen or damaged, and the risk that our recovery of any losses from a custodian, sub-custodian
−Removed: or insurer may be inadequate.
−Removed: Products issued by WisdomTree Issuer X Limited are backed by digital currencies and are subject to risks associated with the custody of digital assets, including the risk that the digital currency itself or the relevant blockchain infrastructure could be threatened by hacks, other malicious actions, breakdown or disturbance of the infrastructure and loss of the digital keys.
−Removed: Products issued by WMAI, certain WisdomTree UCITS ETFs and certain products issued by the ManJer Issuers are backed by swap, derivative or similar arrangements are subject to risks associated with the creditworthiness of their counterparties, including the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the relevant arrangement (whether or not bona fide) or because of a credit, liquidity, regulatory, tax or operational problem.
−Removed: Any deterioration of the credit or downgrade in the credit rating of a counterparty, or the custodian holding the collateral, could cause the associated products to trade at a discount to the value of the underlying assets.
−Removed: The terms of contracts with counterparties are generally complex, often customized and often not subject to regulatory oversight.
−Removed: A voluntary or involuntary default by a counterparty may occur at any time without notice.
−Removed: In the event of any default by, or the insolvency of, any counterparty, the relevant products may be exposed to the under-segregation of assets, fraud or other factors that may result in the recovery of less than all of the property of our issuers that was held in custody or safekeeping in the case of physically backed products or the recovery of property that is insufficient in value to cover all amounts payable to holders of the applicable products upon their redemption.
−Removed: The impact of market stress or counterparty financial condition may not be accurately foreseen or evaluated and, as a result, we may not take sufficient action to reduce counterparty risks effectively.
−Removed: Any losses due to a counterparty’s failure to perform its contractual obligations will be borne by the relevant product issuer and there could be a substantial delay in recovering assets due from counterparties or it may not be possible to do so at all.
−Removed: Defaults by, or even rumors or questions about, the solvency of counterparties may increase operational risks or transaction costs, which may negatively affect the investment performance of the relevant products and have a material adverse effect on our business and operations.
−Removed: Our risk management policies and procedures, and those of our third-party vendors upon which we rely, may not be fully effective in identifying or mitigating risk exposure, including employee misconduct.
−Removed: If our policies and procedures do not adequately protect us from exposure to these risks, we may incur losses that would adversely affect our financial condition, reputation and market share.
−Removed: We have developed risk management policies and procedures and we continue to refine them as we conduct our business.
−Removed: Many of our procedures involve oversight of third-party vendors that provide us with critical services such as portfolio management, custody, fund accounting and administration, and index calculation.
−Removed: However, our policies and procedures to identify, monitor and manage risks may not be fully effective in mitigating our risk exposure.
−Removed: Moreover, we are subject to the risks of errors and misconduct by our employees, including fraud and non-compliance
−Removed: with policies.
−Removed: These risks are difficult to detect in advance and deter, and could harm our business, results of operations or financial condition.
−Removed: Although we maintain insurance and use other traditional risk-shifting tools, such as third-party indemnification, to manage certain exposures, they are subject to terms such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency.
−Removed: If our policies and procedures do not adequately protect us from exposure and our exposure is not adequately covered by insurance or other risk-shifting tools, we may incur losses that would adversely affect our financial condition and could cause a reduction in our revenues as investors in our products shift their investments to the products of our competitors.
Technology Risks
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Our expenses are subject to fluctuations that could materially affect our operating results.
−Removed: Our results of operations are dependent in part on the level of our expenses and may fluctuate as a result of discretionary spending, including additional headcount, accruals for incentive compensation, marketing, advertising, sales and other expenses we incur in connection with our operations.
−Removed: We are also pursuing our digital assets initiative and incurred expenses of approximately $4.0 million during the year ended December 31, 2021.
−Removed: We are currently projecting additional spending on our digital assets initiative during 2022 ranging from $9.0 million to $14.0 million, however, actual expenses incurred and expenses in future years may ultimately exceed this estimate.
+Added: Our results of operations are impacted by the magnitude of our expenses and may fluctuate as a result of inflation, as well as discretionary spending, including additional headcount, accruals for incentive compensation, marketing, advertising, sales and other expenses we incur in connection with our operations.
+Added: We are also establishing our digital assets business and expenses ultimately incurred in the near and long-term may be higher than anticipated.
Accordingly, fluctuations in our expenses could materially affect our operating results and may vary from quarter to quarter.
Legal and Regulatory Risks
−Removed: Compliance with extensive, complex and changing regulation imposes significant financial and strategic costs on our business, and non-compliance
−Removed: could result in fines and penalties.
−Removed: Our business is subject to extensive regulation of our business and operations.
+Added: Compliance with extensive, complex and changing regulation imposes significant financial and strategic costs on our business, and non-compliance could result in fines and penalties.
+Added: We are subject to extensive regulation of our business and operations.
One of our U.S.
−Removed: subsidiaries, WTAM, is a registered investment adviser and is subject to oversight by the SEC pursuant to its regulatory authority under the Investment Advisers Act.
+Added: subsidiaries, WT Asset Management, is a registered investment adviser and is subject to oversight by the SEC pursuant to its regulatory authority under the Investment Advisers Act.
We also must comply with certain requirements under the Investment Company Act, with respect to the WisdomTree U.S.
−Removed: listed ETFs for which WTAM acts as investment adviser.
−Removed: WTAM is also a member of the NFA and registered as a commodity pool operator for certain of our ETFs.
+Added: listed ETFs for which WT Asset Management acts as investment adviser.
+Added: WT Asset Management is also a member of the NFA and registered as a commodity pool operator for certain of our ETFs.
As a commodity pool operator, we are subject to oversight by the NFA and the CFTC pursuant to regulatory authority under the Commodity Exchange Act.
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regarding our U.S.
−Removed: listed ETFs is subject to the regulatory authority of FINRA, and the SEC recently adopted rule amendments in seeking to modernize sales and marketing materials, which will impact such materials.
+Added: listed ETFs is subject to the regulatory authority of FINRA.
+Added: The SEC has also recently adopted rule amendments, which are designed to modernize sales and marketing materials and, as a result, impact marketing materials.
We are also subject to foreign laws and regulatory authorities with respect to operational aspects of our products that invest in securities of issuers in foreign countries, in the marketing, offer and/or sales of our products in foreign jurisdictions and in our offering of investment products domiciled outside of the U.S., such as our ETPs issued by the ManJer Issuers, UCITS ETFs and ETPs issued by WMAI.
Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many aspects of our business, including the authority to grant, and, in specific circumstances to cancel, permissions to carry on particular businesses.
−Removed: Our or our ETPs’ failure to comply with applicable laws or regulations could result in fines, censure, suspensions of personnel or other sanctions, including revocation of our registration as an investment adviser.
+Added: Our or our ETPs’ failure to comply with applicable
+Added: laws or regulations could result in fines, censure, suspensions of personnel or other sanctions, including revocation of our registration as an investment adviser.
Even if a sanction imposed against us, our personnel or our ETPs is small in monetary amount, the adverse publicity arising from the imposition of sanctions against us or our ETPs by regulators could harm our reputation and thus result in redemptions from our products and impede our ability to retain and attract investors in WisdomTree ETPs, all of which may reduce our revenues.
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Concerns have been raised at various times about ETFs’ possible contribution to market volatility as well as the disclosure requirements applicable to certain types of more complex ETFs.
−Removed: In addition, the SEC approved a broad set of reforms regarding data reporting and fund liquidity, fund valuation and funds’ use of derivatives, which are imposing, or are expected to impose, additional expense and require additional administrative services and requirements, among other matters, in seeking to comply with the new rules.
+Added: In addition, the SEC approved a broad set of rules regarding data reporting and fund liquidity, fund valuation and funds’ use of derivatives, which are imposing additional expense and require additional administrative services and requirements, among other matters, in seeking to comply with the new rules.
New laws or regulations, or changes in the enforcement of existing laws or regulations, applicable to us or investors in our products also may adversely affect our business, and our ability to function in this environment will depend on our ability to constantly monitor and react to these changes.
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The expense of defending litigation may be significant.
−Removed: The amount of time to resolve lawsuits is unpredictable and defending ourselves may divert management’s attention from the day-to-day
−Removed: operations of our business, which could adversely affect our business, results of operations, financial condition and cash flows.
+Added: The amount of time to resolve lawsuits is unpredictable and defending ourselves may divert management’s attention from the day-to-day operations of our business, which could adversely affect our business, results of operations, financial condition and cash flows.
In addition, an unfavorable outcome in any such litigation, including claims brought by investors in our WisdomTree WTI Crude Oil 3x Daily Leveraged ETP totaling approximately €15.8 million ($16.9 million), could have a material adverse effect on our business, results of operations, financial condition and cash flows.
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As we endeavor to expand our digital asset product offerings and services beyond our existing ETP business, we believe the risks associated with our digital assets business include, but are not limited to, the following risks:
+Added: Competition risks
+Added: Competition in the digital assets industry on a global basis is increasing, ranging from large, established financial incumbents to smaller, early-stage financial technology providers and companies.
+Added: There are jurisdictions with more stringent and robust regulatory and compliance requirements than others which could impact the ability of a company to compete in the digital assets industry.
+Added: Our ability to successfully compete will depend largely on offering innovative products through digital asset exposures (and more broadly in blockchain-enabled finance, including savings and payments), having strong internal controls and risk management infrastructure to enable customer trust, embracing regulation, developing strategic partnerships with participants in the digital assets ecosystem and broader financial services ecosystem, promoting thought leadership and consumer education or awareness, building upon our brand and attracting and retaining talented employees.
+Added: Failure to do so could negatively impact the success of our digital assets business.
Outsourced service provider risks
We rely on third-party service providers in connection with different facets of our digital assets business, including but not limited to custodial arrangements, blockchain and wallet infrastructure, banking relationships, cloud computing, payment processors, data infrastructure, compliance support and product development, including mobile application development, all of which are critical to the success of our digital assets business.
+Added: The loss of a critical third-party service provider could adversely impact our digital assets business, operating results, and financial condition.
If any third-party service providers fail to adequately or appropriately render services to satisfy their obligations to us, or our customers or consumers on our behalf, such failure could negatively impact the success of our digital assets business.
−Removed: In addition, such third-party service providers may be subject to financial, legal, regulatory and labor issues, data security and cybersecurity incidents, denial-of-service
−Removed: attacks, sabotage, privacy breaches or violations, fraud and other misconduct which could directly or indirectly have an impact on our digital asset products and services.
+Added: In addition, such third-party service providers may be subject to financial, legal, regulatory and labor issues, data security and cybersecurity incidents, denial-of-service attacks, sabotage, privacy breaches or violations, fraud and other misconduct which could directly or indirectly have an impact on our digital asset products and services.
Cybersecurity risks
The use of various technologies is vital to our digital assets business and will become more prevalent which will make us more susceptible to operational and data security risks resulting from a breach in cybersecurity, including cyberattacks.
−Removed: A breach in cybersecurity, intentional or unintentional, may have an adverse impact on our digital assets business in many ways, including but not limited to, the loss of proprietary information, theft or corruption of data, denial-of-service
−Removed: attacks on websites or network resources, and the unauthorized release or misuse of confidential information.
+Added: A breach in cybersecurity, intentional or unintentional, may have an adverse impact on our digital assets business in many ways, including but not limited to, the loss of proprietary information, theft or corruption of data, denial-of-service attacks on websites or network resources, and the unauthorized release or misuse of confidential information.
Regulatory risks
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In addition, we are actively engaged or plan to be engaged with a variety of U.S.
−Removed: federal and state regulators (e.g., the SEC, FINRA, New York Department of Financial Services (NYDFS) and other state regulators) to secure, as necessary, the appropriate regulatory, registration and/or licensing approvals for various business initiatives, including but not limited to:
+Added: federal and state regulators (e.g., the SEC, FINRA, NYDFS and other state regulators) to secure, as necessary, the appropriate regulatory, registration and/or licensing approvals for various business initiatives and operations, including but not limited to:
a New York state-chartered limited purpose trust company;
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Blockchain infrastructure risks
−Removed: The consensus or governance mechanisms of blockchain networks are subject to change, malfunctions and may not receive sufficient support from users and miners, which could negatively impact the blockchain network’s ability to grow and respond to challenges.
−Removed: In addition, blockchain networks face significant challenges in connection with the volume, speed and security of transactions, the efforts of which to increase or enhance such characteristics of the blockchain network may not be successful.
+Added: The consensus or governance mechanisms of blockchain networks are subject to change and malfunctions and may not receive sufficient support from users and miners, which could negatively impact the blockchain network’s ability to grow and respond to challenges.
+Added: In addition, blockchain networks face significant challenges in connection with the volume, speed and security of transactions and their efforts to increase or enhance such characteristics of the blockchain network may not be successful.
If the digital asset awards for verifying and confirming transactions on a blockchain network are not sufficiently high to incentivize miners, miners may cease to verify and confirm such transactions or otherwise demand higher fees, which could negatively affect the value of a digital asset.
+Added: Blockchain technology risks
+Added: Blockchain technology is a relatively new and untested technology which operates as a distributed ledger.
+Added: Blockchain systems could be vulnerable to fraud, particularly if a significant minority of participants colluded to defraud the rest.
+Added: Access to a given blockchain requires an individualized key, which if compromised, could result in loss due to theft, destruction or inaccessibility.
+Added: There is little regulation of blockchain technology other than the intrinsic public nature of the blockchain system.
+Added: Any future regulatory developments could affect the viability and expansion of our use of blockchain technology.
+Added: There are currently a number of competing blockchain platforms with competing intellectual property claims.
+Added: The uncertainty inherent in these competing technologies could cause companies to use alternatives to blockchain.
+Added: In addition, blockchain networks may undergo technological developments, such as the Ethereum blockchain’s change in September 2022 from proof-of-work mining to a blockchain based on proof-of-stake validation.
+Added: Segments of the mining community were against this change, which was complex and involved a merger of the then existing Ethereum blockchain with the new Ethereum blockchain, which could potentially lead to greater centralization.
+Added: Further, certain miners and other users resisted adoption of the new Ethereum blockchain and it is possible that the two Ethereum blockchains (among potentially others) will endure and compete going forward, which may also slow or impede transactions.
+Added: The risks associated with blockchain technology may not emerge until the technology is widely used, which could adversely impact our digital assets business.
+Added: Blockchain software is generally open-source.
+Added: Any user can download the software, modify it and then propose that the blockchain network adopt the modification.
+Added: When a modification is introduced and a substantial majority of users consent to the modification, the change is implemented and the blockchain network remains uninterrupted.
+Added: However, if less than a substantial majority of users consent to the proposed modification, and the blockchain consensus mechanism, such as that used by Ethereum, allows for the modification to nonetheless be implemented by some users and the modification is not compatible with the software prior to its modification, the consequence would be what is known as a “fork” (i.e., “split”) of the blockchain network (and the blockchain), with one version running the pre-modified software and the other running the modified software.
+Added: The effect of such a fork would be the existence of two (or more) versions of the blockchain network running in parallel, but with each version’s native asset lacking interchangeability.
+Added: Additionally, a fork could be introduced by an unintentional, unanticipated software flaw in the multiple versions of otherwise compatible software users run.
+Added: If a fork occurs, the original blockchain and the forked blockchain could potentially compete with each other for users and other participants, leading to a loss of these for the original blockchain.
+Added: A fork could adversely affect our digital assets business.
Anti-Money Laundering (“AML”) risks
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Other Company Risks
−Removed: Actions of activist stockholders against us are disruptive and costly and the possibility that activist stockholders may wage proxy contests or seek representation on our board of directors could cause uncertainty about the strategic direction of our business.
−Removed: On January 24, 2022, ETFS Capital and Graham Tuckwell (collectively, the “Tuckwell 13D Group”) jointly filed a statement on Schedule 13D to report that the Tuckwell 13D Group beneficially owns 15,250,000 shares of our common stock, representing approximately 10.5% of our issued and outstanding shares of common stock.
−Removed: Activist stockholders such as the Tuckwell 13D Group may from time to time attempt to effect changes in our strategic direction, and in furtherance thereof, may seek changes in how our company is governed.
−Removed: Our board of directors and management strive to maintain constructive, ongoing communications with our stockholders, including the Tuckwell 13D Group, and welcome their views and opinions with the goal of enhancing value for all stockholders.
+Added: Responding to actions of activist stockholders against us has been costly and the possibility that activist stockholders may wage proxy contests or seek representation on our Board of Directors in the future may be disruptive and cause uncertainty about the strategic direction of our business.
+Added: During fiscal year 2022, we were the target of stockholder activism whereby certain investors (the “Investor Group”) notified us of their intention to nominate three director candidates to stand for election to the Board of Directors at the 2022 Annual Meeting of Stockholders.
+Added: On May 25, 2022, we entered into a cooperation agreement (the “Cooperation Agreement”) with the Investor Group whereby we agreed to, among other things, increase the size of our Board of Directors by two directors to a total of nine directors and appoint Lynn S.
+Added: Blake and Deborah Fuhr to the Board of Directors.
+Added: As part of the Cooperation Agreement, the Investor Group agreed to customary standstill provisions, which are currently in effect and will remain in effect until the earlier of (a) the date that is 30 calendar days prior to the deadline for the submission of director nominations by stockholders for the 2023 Annual Meeting of Stockholders and (b) the date that is 90 calendar days prior to the first anniversary of the 2022 Annual Meeting of Stockholders.
+Added: Responding to actions by the Investor Group has been costly.
+Added: Actions by activist stockholders to seek representation on our Board of Directors in the future may similarly impact us and could cause uncertainty about the strategic direction of our business.
+Added: Activist stockholders, such as the Investor Group, may from time to time attempt to effect changes in our strategic direction, and in furtherance thereof, may seek changes in how our Company is governed.
+Added: Our Board of Directors and management strive to maintain constructive, ongoing communications with our stockholders, including the Investor Group, and welcome their views and opinions with the goal of enhancing value for all stockholders.
However, an activist campaign that seeks to replace members of our Board of Directors or changes in our strategic direction could have an adverse effect on us because:
−Removed: responding to actions by activist stockholders are disruptive to our operations, are costly and time-consuming, and divert the attention of our board of directors and senior management from the pursuit of business strategies, which could adversely affect our results of operations and financial condition;
+Added: responding to actions by activist stockholders is costly and may be disruptive, time-consuming and divert the attention of our Board of Directors and senior management from the pursuit of business strategies, which could adversely affect our results of operations and financial condition;
perceived uncertainties about our future direction as a result of changes to the composition of our Board of Directors or changes to our stockholder base may lead to the perception of a change in the direction of the business, instability or lack of continuity which may be exploited by our competitors, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners;
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The advisory agreements are subject to initial review and approval.
−Removed: After the initial two-year
−Removed: term of the agreement for each ETF, the continuation of such agreement must be reviewed and approved at least annually by a majority of the Independent Trustees.
−Removed: In determining whether to approve the agreements, the Independent Trustees consider factors such as the nature and quality of the services provided by us, the fees charged by us and the costs and profits realized by us in connection with such services, as well as any ancillary or “fall-out”
−Removed: benefits from such services, the extent to which economies of scale are shared with the WisdomTree U.S.
+Added: After the initial two-year term of the agreement for each ETF, the continuation of such agreement must be reviewed and approved at least annually by a majority of the Independent Trustees.
+Added: In determining whether to approve the agreements, the Independent Trustees consider factors such as the nature and quality of the services provided by us, the fees charged by us and the costs and profits realized by us in connection with such services, as well as any ancillary or “fall-out” benefits from such services, the extent to which economies of scale are shared with the WisdomTree U.S.
listed ETFs, and the level of fees paid by other similar funds.
8 unchanged sentences
The market price of our common stock has been fluctuating significantly and may continue to do so, depending upon many factors, some of which may be beyond our control, including:
−Removed: the ultimate duration of the COVID-19
−Removed: pandemic and its short-term and long-term impact on our business and the global economy;
−Removed: actions of activist stockholders taken against us which could be disruptive and costly and may cause uncertainty about the strategic direction of our business;
+Added: the ultimate duration of the COVID-19 pandemic or the war in Ukraine and their short-term and long-term impact on our business and the global economy;
+Added: actions of activist stockholders against us, which have been costly and may be disruptive and may cause uncertainty about the strategic direction of our business;
decreases in our AUM;
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We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes or to repurchase the Convertible Notes upon a fundamental change.
−Removed: We have issued $175.0 million in aggregate principal amount of 4.25% convertible senior notes due 2023, and $150.0 million of 3.25% convertible senior notes due 2026, which we collectively refer to as the Convertible Notes.
−Removed: Holders of the Convertible Notes have the right to require us to repurchase their notes upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events (each, a “fundamental change”), at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, as described in the respective indentures between us and U.S.
−Removed: Bank National Association, as trustee.
+Added: We currently have outstanding $60.0 million in aggregate principal amount of 4.25% convertible senior notes due 2023, $150.0 million of 3.25% convertible senior notes due 2026 and $130.0 million in aggregate principal amount of 5.75% convertible senior notes due 2028, which we collectively refer to as the Convertible Notes.
+Added: Holders of the Convertible Notes have the right to require us to repurchase their notes upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events (each, a “fundamental change”), at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, as described in the respective indentures between us and the trustee.
In addition, upon conversion of the Convertible Notes, we will be required to make cash payments in respect of the notes being converted as described in the indentures.
9 unchanged sentences
ETFS Capital also has redemption rights for the Preferred Shares to protect against corporate events such as our having an insufficient number of shares of authorized common stock to permit full conversion and if, upon a change of control of us, ETFS Capital does not receive the same amount per Preferred Share that it would have received had the Preferred Shares been converted prior to a change of control.
−Removed: Any such redemption will be at a price per Preferred Share equal to the dollar volume-weighted average price for a share of common stock for the 30-trading
−Removed: day period ending on the date of such attempted conversion or change of control, as applicable, multiplied by 1,000.
+Added: Any such redemption will be at a price per Preferred Share equal to the dollar volume-weighted average price for a share of common stock for the 30-trading day period ending on the date of such attempted conversion or change of control, as applicable, multiplied by 1,000.
The redemption value of the Preferred Shares was $78.0 million at December 31, 2022.
3 unchanged sentences
In addition, the sale of a substantial amount of common stock in the public market, either in the initial issuance or in a subsequent resale by the target company in an acquisition which received such common stock as consideration or by investors who acquired such common stock in a private placement, could have a material adverse effect on the market price of our common stock.
−Removed: Provisions in our certificate of incorporation and by-laws
−Removed: may prevent or delay an acquisition of our company, which could decrease the market value of our common stock.
−Removed: Provisions of Delaware law, our certificate of incorporation and our by-laws
−Removed: may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable.
+Added: Provisions in our certificate of incorporation and by-laws may prevent or delay an acquisition of our Company, which could decrease the market value of our common stock.
+Added: Provisions of Delaware law, our certificate of incorporation and our by-laws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable.
These provisions may also prevent or delay attempts by stockholders to replace or remove our current management or members of our Board of Directors.
These provisions include:
−Removed: a classified board of directors;
+Added: a classified Board of Directors, which will be phased out over a two-year period concluding at our 2024 annual meeting of stockholders;
limitations on the removal of directors;
10 unchanged sentences
Any determination as to the payment of dividends or stock repurchases, as well as the level of such dividends or repurchases, will depend on, among other things, general economic and business conditions, our level of AUM, our strategic plans, our financial results and condition, limitations associated with new credit facilities or other agreements that could limit the amount of dividends we are permitted to pay or the stock we may repurchase, and any applicable laws.
+Added: For example, on August 16, 2022, the U.S.
+Added: government enacted the Inflation Reduction Act, which includes an excise tax that would impose a 1% surcharge on stock repurchases, which may impact our financial results beginning in fiscal year 2023.
If, as a consequence of these various limitations and restrictions, we are unable to generate sufficient income from our business, we may need to reduce or eliminate the payment of dividends on our common stock or cease repurchasing our common stock.
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.