WisdomTree, Inc.

Thank you. Good morning.

Before we begin, I would like to reference our legal disclaimer available in today's presentation.

This presentation may contain forward-looking statements within the meaning of the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.

Forward-looking statements generally can be identified by the use of forward-looking terminology such as believe, expect, anticipate and similar expressions suggesting future outcomes or events.

Such forward-looking statements reflect our current expectations regarding future events and operating performance and speak only as of the date of this presentation. Such forward-looking statements are based on a number of assumptions, which may prove to be incorrect.

Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance and results, and will not necessarily be accurate indications of whether or not, or the times at or by which, such performance or results will be achieved.

A number of risks and other factors could cause actual results to differ materially from the results discussed in forward-looking statements including, but not limited to, the risks set forth in this presentation and in the Risk Factors section in the company's annual report on Form 10-K for the fiscal year ended December 31, 2011.

Now it is my pleasure to turn the call over to WisdomTree CEO, Jonathan Steinberg.

Thank you. Good morning, and welcome to WisdomTree's first quarter conference call.

Fellow shareholders, the first quarter of 2012 was simply our best quarter ever. We ended the quarter with record inflows of $2.3 billion, with record assets of $15.7 billion and record revenues of $19.2 million.

We continue to execute well across all functions as demonstrated by our first quarter results. In addition, our market share of inflows was 4.4%.

$1.1 million of net income was achieved by driving our revenues higher and managing our expenses appropriately. Later on this call, Amit Muni, our CFO, will walk you through our financials in greater detail.

In addition, we launched the fourth most successful new ETF in the first quarter, emerging market corporate bonds. Lastly, we completed our secondary offering, which further establishes WisdomTree as the only public pure play in the ETF space.

The offering has allowed us to significantly broaden our institutional shareholder base, which was one of our goals for the offering.

On the next page, let's look at our quarterly inflows by category. First, as stated earlier, first quarter inflows came in at $2.3 billion, that is $600 million, or 35% higher, than our next best quarter, which was the second quarter of 2011.

On the right-hand side, you can see the composition of flows. We experienced very strong inflows into our equity ETFs.

We took in $1.4 billion in emerging market equities, almost $600 million in U.S. equities and over $300 million in international equities.

The vast majority of our equity flows were in our dividend-based strategies.

Let's look at how our flows affected our assets on the next page. We ended the first quarter with $15.7 billion in assets, which is up 29% sequentially and up 39% year-over-year.

On the right-hand side of the page, you can see that, in addition to inflows, we experienced $1.2 billion of positive market move, which contributed to our growth in assets.

Now look let's look at our market share of inflows. As we reported, our market share for the quarter was 4.4%.

As the chart on the left shows and as I have cautioned investors in the past, quarterly market share can be volatile as market sentiment can shift suddenly towards different asset classes like they did in the third quarter of last year. As you may remember, away from currencies in that case.

On the right-hand side, we look at our annual market share relative to our first quarter results and investors can see that we are off to a very strong start to the year. We continue to target 3% to 5% market share of inflows.

On the next couple of charts, we put WisdomTree's success into context within the broader ETF industry. One industry comparison we look at is the success of new funds launched by each ETF sponsor.

In total, the industry launched 74 new ETFs, raising an average of $15 million per fund. In terms of the pace of the ETF launches, this is similar to last year's pace.

What is different is the distribution between the sponsors. iShares launched 47% of all new funds in the first quarter.

This is a very aggressive step up by the industry leader. They average $17 million per fund, which is in line with the industry average.

PIMCO has launched, very successfully, an ETF version of their flagship total return mutual fund. It is the most successful new ETF launch this year.

This is a huge positive for the ETF industry. It brings a lot of attention to ETFs in general, it also shows the potential of active ETFs and it must add additional pressure on other traditional mutual fund firms to enter the ETF space.

WisdomTree launched one new fund in the first quarter, raising $60 million or 4x the industry average. As mentioned earlier, that makes EMCB the fourth most successful new fund launched in the first quarter.

We continue to be very focused and selective in launching new ETFs. It remains a priority to continue to launch truly differentiated first-to-market funds.

Now let's look at some comparisons between ETFs and mutual funds on the next page. Over the last 5 years, ETFs have taken in 50% of the inflows.

Remember, ETFs only have 10% of the combined long-term assets, so 50% is extraordinary growth. In the first quarter, ETFs took in 33% of the new money, again relative to our 10% of long-term assets, it's a tremendous growth rate.

Digging a little deeper, when you look at inflows between equities and fixed income, additional insights can be gleaned. In equities, ETFs have had positive inflows in each of the last 5 quarters.

For mutual funds, they experienced outflows in 4 of the last 5 quarters and the outflows over the last 12 months.

In fixed income, mutual funds have enjoyed greater success. I believe that the significant tax advantages, equity ETFs maintained over equity mutual funds, accounts for this distribution pattern.

The $64,000 question is, what will happen to equity ETFs and equity mutual funds when sentiment eventually shifts from favoring fixed income to favoring equities? It is my strong expectation that when this happens, the overall market share numbers for ETFs will rise significantly.

Let's look at the combined first quarter inflows for the top 20 fund families. First, Vanguard had an extraordinary first quarter.

Their mutual funds led all inflows. Their ETFs were the second best asset gatherer.

It is interesting that 4 of the top 10 families were ETFs. I must say, I am proud and excited that WisdomTree broke into the top 20 for the first time coming in at #18.

This chart dramatically shows how well WisdomTree is maturing and scaling and gives a sense of what we are capable of.

On the next page, let's look a little closer at just the ETF sponsors. WisdomTree had the fifth most success in terms of inflows in the first quarter.

On the right-hand side, you can see that this was good enough to give WisdomTree the second fastest growth rate of the 10 largest ETF sponsors.

Let's check out our ranking on the next page. You can see how WisdomTree's ranking has been going up over the last few years.

We ended the year at #7. And if you look at how we compare at the end of the first quarter, relative to Deutsche Bank and ProShares, you can see that it was a very productive quarter for us.

I want to reaffirm WisdomTree's longer-term goal of being a top 5 ETF sponsor. I know we have a lot of work ahead of us to achieve that goal, but because of the mainstream nature of our equities, plus our success in identifying first-to-market non-equity strategies, I remain optimistic.

Now it is my pleasure to turn the call over to Amit Muni, who will walk you through our financials.

Thank you, Jono, and good morning, everyone. I'd like to begin by first reviewing our overall financial results.

The record net inflows we experienced in the quarter, together with positive market movement, helped us to achieve a record quarter. Total revenues in the first quarter are $19.2 million, which is up 32% from the first quarter of last year and 19% from the fourth quarter.

Our total expenses on a GAAP basis were $18.1 million in the first quarter, which was up 26% from the year-ago quarter and 18% sequentially. On an adjusted basis, excluding the cost related to our patent litigation, ETF shareholder proxy and initial exchange listing fees, our pro forma operating expenses were $17.4 million, which was up 14% from the first quarter of last year and 24% on the fourth quarter.

Our GAAP net income was $1.1 million and our pro forma operating net income was up 78% to a record $1.9 million.

You can see the attractiveness of the platform in our business model. Compared to the fourth quarter, revenues are up 19%, operating expenses up only 14% and our operating net income is up 78%.

I'll go through the main drivers of our revenues and expenses in a few moments, but I first wanted to review our key margin metrics on the next slide, which also reflects the attractiveness of the business model. Our gross margin, which is our total revenues less fund related and third party sharing expenses was 63% in the first quarter.

That is up from the fourth quarter due to the change in mix of our assets and lower expenses for our joint venture with the Bank of New York Mellon for our currency and fixed-income ETFs. As we continue to gain scale and grow our assets, I would expect to see continued improvement in this gross margin going forward.

Our pretax operating margins are also growing as we are gaining scale. Pretax operating margins were 10%, which is within the guidance we have given investors.

Our business model is benefiting from the positive market environment, which is reflected in our growing margins. With rising AUM, I would expect continued improvement in these margins.

To remind investors, we have given operating margin targets up 10% in this average $15 billion AUM range, 20% in the $20 billion range and reaching among the highest levels of the traditional asset managers once we get closer to $40 billion in average assets under management.

Now I'd like to review our revenues on the next slide. Our ETF revenues reached a record $19 million in the first quarter.

This was up from $14.3 million in the first quarter of last year and $16 million from the fourth quarter due to higher average assets under management from our strong inflows and positive market movement. Our average advisory fee was 54 basis points in the first quarter, which was unchanged from the fourth quarter but down from 56 basis points in the first quarter of last year due to change in mix of our assets.

You can see from the dark blue in the charts that the robust growth we experienced in equities contributed significantly to the growth in revenues, which you can see in more detail on the next slide.

With the exception of our currency ETFs, all categories experienced revenue growth compared to the first and fourth quarters of last year. In particular, as you can see in the blue and green portions of the graph, the record flows we experienced in our dividend-based emerging market equity and U.S.

ETFs contributed the majority of our revenue increase. So our diversification strategy is working in that we have product that should grow in different market cycles and we are continuing our product development activities to build upon this strategy.

Now I'd like to review our expenses on the next group of slides. First, I'd like to go through the changes in our expenses at a high level compared to the fourth quarter.

After adjusting for litigation costs, our operating expenses grew by $2.2 million from $15.1 million in the fourth quarter to $17.3 million in the first quarter, primarily from 5 major items.

First, the growth in our assets under management increased in variable costs associated with operating our funds, which increase expenses by $692,000. All this increase is obviously fully offset by the nearly $3 million in additional ETF revenues we earned.

Second, we had seasonal expenses related to payroll taxes from 2011 year-end bonus payments, which are made in February. Third, we incurred a onetime charge of $384,000 related to terminating our relationship with Advisors Asset Management.

You'll remember in 2010, we entered into an arrangement with AAM where they would market our ETFs in the independent broker-dealer channel. We felt this was a cost effective way for us to market into a fragmented channel that we had not historically focused on.

After reviewing the relationship after a year, we felt we could better market into this channel cost effectively now with our expanded sales force. So we have this onetime charge based on the assets AAM had raised.

Fourth, we had an increase in stock-based compensation due to new equity awards granted to employees as part of year end compensation. And lastly, we incurred $316,000 in payroll taxes for options exercised in our secondary offering.

I don't believe we will have such a high expense in the near future for option exercises, so this is another onetime item. Those are the main drivers that get us to the $17.3 million in expenses in the first quarter.

On the next slide, we go into a little more detail on the expense line changes compared to the fourth quarter. As you can see on the chart on the top left corner of this slide, compensation costs increased 24% from the fourth quarter due to the payroll tax and stock-based compensation items I spoke about.

We have 64 employees today. Bunk cost increased 11% compared to the fourth quarter, due to higher average assets under management.

Marketing cost increased 7% from the fourth quarter as we increase our level of television and online advertising to support our growth.

Sales cost decreased 13% from the fourth quarter due to lower product development related expenses. Professional fees were flat compared to the fourth quarter, as higher legal and auditing costs, as a result of becoming an exchange listed company, were offset by lower business consulting expenses.

Third party fees increased 43% primarily due to the onetime termination charge for AAM I discussed, as well as lower expenses for our currency and fixed-income joint venture with the Bank of New York. You'll remember that, for a period of 5 years, we agreed to share the revenues and any third-party costs for our currency and fixed income products.

You can see from the chart on the right that as a percent of our revenues, our expenses are continuing to decline as we gain operating scale in our business. This trend should continue with rising assets subject to some seasonal quarterly fluctuations.

Along with our strong financial results, our balance sheet and cash liquidity continues to improve, as you can see on the next slide. We have total assets of $51 million at March 31, which is primarily comprised of $32 million of cash and cash equivalents, $10 million in investments and $7 million in receivables from the WisdomTree Funds.

We have no debt. On the top right-hand side of this slide, I want to walk you through the major changes in our cash and liquidity.

Our cash increased by $6.5 million this quarter primarily from the net proceeds of $4.3 million from the secondary offering, $2.6 million from our operating activities due to our strong results, $1.6 million from the exercise of options, partly offset by $1 million used to repurchase shares from our employees for payroll taxes for the investing in restricted stock, and $1.1 million used to purchase investments with our free cash. If you add our investments and receivables from the WisdomTree Funds, lesser liabilities resulted in nearly $32 million in liquidity for us.

We have 121 million common shares outstanding and 139 million shares in total when you include our options and restricted stock. We also have a net operating loss carryforward of approximately 50 million.

Now I'd like to update you on 2 items. The first relates to our ETF shareholder proxy solicitation.

As we have previously disclosed, we have commenced a proxy solicitation of the WisdomTree ETF shareholders. We are doing this because, under the Investment Company Act, our investment advisory agreements with the WisdomTree ETFs could be automatically terminated if Michael Steinhardt's ownership in our company falls below 25%.

When this occurs, we are required to obtain the approval of the ETF shareholders to continue as an investment advisor and earn our revenues. Since Michael currently owns 25.5% of our company, it makes sense for us to start this process now since he'll likely fall below that 25% level if he were to sell or donate any of his WisdomTree shares, or if we were to issue shares in the future.

Since we are already started the proxy solicitation, we decided to also seek removal to change subadvisors if needed. If we obtain this approval now, we'll be better positioned to change subadvisors with minimal cost in the future.

And lastly, we're asking for approval to make the fee structure of 3 of our ETFs consistent with our other ETFs.

We are increasing our estimated cost from our previous guidance to $2.5 million to $3.5 million, which will be incurred primarily over the second and third quarters. We will do everything we can to manage this cost.

Second, I wanted to give you an update on our patent litigation. As we previously reported, last December, Research Affiliates commenced a lawsuit against us alleging that the fundamentally weighted investment methodology we used for our equity indexes infringes on 3 of their patents.

We continue to believe we have strong defenses in this lawsuit and we have filed a motion to dismiss the case. No material events have happened since we last spoke in January and we are awaiting the court's decision.

Discovery has commenced and there is no change in our estimated legal cost. We will keep you up-to-date on these expenses throughout the year.

Now, before I turn it over to Jono to summarize, I wanted to give you an update on our results so far in the second quarter. As of this morning, we had approximately 15.7 billion in assets under management.

That was slightly down from where we ended the year due to negative market movement despite 175 million in inflows. Even though AUM is slightly down, our average AUM is up about 8%.

So our revenue should be higher if this trend continues. You can see from the chart on the right, we are continuing to see very good inflows into our emerging market equity ETFs despite the industry experiencing nearly $2.5 billion of outflows, primarily in equities.

So just to quickly summarize our financials, we have solid results and are starting to demonstrate the benefits and operating leverage in our business model through improved margins and strong cash flows. We will continue to focus on top line revenue growth and prudent cost management.

Thank you. Let me turn it back to Jono.

Thank you, Amit. I will be brief.

It was another very strong quarter for the ETF industry. WisdomTree remains well positioned within the fast-growing ETF marketplace as the only pure play public company.

Again, we reported record revenues, record assets and record inflows. I want to thank you for your interest and support in WisdomTree, and it is now my pleasure to open this call up to questions.

Just a question. Jonathan, you mentioned the acceleration from iShares in kind of PIMCO.

And you guys had won real successful fund. Do you worry at all that you need a little bit more quantity out there in terms of new funds?

Or how do you kind of gauge that?

Very good question. Thanks, Mike.

Well first, I reference the increase in activity for iShares, not for PIMCO. PIMCO also launched only one fund like WisdomTree.

I can only speculate what iShares is doing, which adds -- the firm that has roughly 50% to the assets and $3.7 trillion in assets in -- overall, having a very large tail of small funds is not really a burden for them. So they have a different business line.

I think that they are making it much more difficult for additional firms to come into the industry by sucking up seed, taking up shelf space and being third and fourth to market in many categories. That really just is not a productive strategy for WisdomTree and it doesn't seem to us that it is holding back our growth.

So it's something that we discussed -- what we have targeted 3 to 5 new funds a year, and I think we're very comfortable with that -- with that strategy.

Got you, that's helpful. And then secondly, what are you hearing from your customers?

Are they -- are they wanting more funds from you guys or wider kind of selection or are they happy with what you have?

This is Luciano. I think they're happy with what we have.

Part of the challenge for us is familiarizing them with funds we already have in the market. And so, we are -- if we ever get word that there's a fund that they really want that doesn't exist, we certainly take a look at creating that.

But for the most part, our challenge is showing them how our funds work within the investment themes that they're already seeking. And I think that's what where we're getting the traction.

I think people are understanding how the WisdomTree funds are different from the other funds in the marketplace and how the funds we have that are clearly differentiated and really are the only option in the marketplace; I think those funds are also starting to get more attention from our customers.

This is actually Steve Fullerton on the call for Bill. I just want to get an idea, with you guys outlining how well you've done in equity.

Is that going to guide you guys to do more new product offerings in equity or is that not the way your guys' process would work when thinking about new products?

This is Jono. First, we have a very broad equity lineup as it is.

So we're very well situated in the equity space. But we have filed what's public for one equity fund, China ex-Financials and also another bond fund, Brazilian bond.

So we're selectively launching and we're not -- it's not -- these trends of inflows, they can change very quickly. So we're just continuing to try to diversify the business model, fill out any holes that we have, but again, be very selective and focused in what we do launch.

Okay, great. And then just one follow-up as well.

With AUM climbing, just thinking about margins and thinking about expenses, what should we expect from comp moving forward? And when thinking about margins and your guys' goals, what line should we be looking for on the expense line?

This is Amit. Obviously, we will continue to gain leverage particularly in our fund related cost as our assets continue to grow.

But I'll just reiterate, those longer-term margin targets that we've talked about at the $15 billion of average asset levels we should be in the 10% range once we get closer to the $20 billion in average assets, we could get closer to that 20% margin range. So you'll see a little bit of movement here and there in some -- certain line items.

Overall, our expenses are going to continue to decline as a percentage of our revenues as we continue to gain scale.

Can you talk a little about the subadvisory agreement you have with Western? I see you launched the EM Corporate Bond ETF, but do you envision doing others together this year?

What's the timing and what's the financial arrangement?

I'll take the financial arrangement part. We have not disclosed what the arrangement is.

It's confidential. But obviously, it has to be within the fee structure of an ETF.

So it's not generally that different from our other subadvisor relationship that we have today.

And when we initially struck the agreement with them, it was anticipated that we would continue to build out fixed income on the credit side with them. So that's really our intentions that there happen to be some opportunities that we see on the credit side of fixed income and they would be our expected subadvisor.

So does that mean you'll be doing anymore this year you think?

Yes, we do expect to be doing some more this year, yes.

Okay. And in terms of the performance, it looks like the percentage of funds outperforming, the benchmarks fallen from something like 76% to 62% this quarter.

What deteriorated and what kind of impact does that have on flows? Is it similar dynamic to mutual funds or do ETF buyers really pay less attention to relative performance?

Well, what happened in the quarter, risk was on, he had a very strong equity market in Q1 led by tax, so dividend paying stocks overall underperformed the market. So that contributed to some of the relative changes in the performance numbers.

But don't forget that was after a very strong year in 2011, where the dividend payers outperformed materially. So I would say that performance is always important, but there's other reasons why people are buying our funds, particularly on the equity side.

Sometimes they're buying them for income, sometimes they're buying them because they hedge up the currency exposure in a certain region. Sometimes they're buying them because they're the only option in terms of getting a particular asset class exposure.

So these numbers fluctuate, but over time, these are still very competitive numbers when you're talking about 71% of the 12.8 billion invested in our 34 equity ETFs, wherein funds that have outperformed their capitalization weighted or competitive benchmarks through that date from their respected inceptions. So I would stack that performance record up against any active mutual fund manager, and I think it's something we can certainly be proud of.

Okay, great. Maybe one more just in terms of the margins.

In terms of the asset-based expenses, including payments to advisors, are there any breakpoints we should know about? I know that BNY Mellon payments go down, but are there any others where assets increased so there'd be breakpoints at some point for instance to Jeremy Siegel?

No, our biggest fund, the Bank of New York is our biggest vendor that we have that operates the funds. And those are the ones that have the breakpoint fees that based on asset levels.

Professor's Siegel's arrangement is just a compensation arrangement that we have with them. It's not based on assets or anything.

Oh, it's not based on assets?

Not at all. The variable component that you see associated with him is stock equity awards that we had given him in the past.

And that is a variable stock-based compensation because that will move in line with our stock price. That's the only -- that's tied to our stock price not tied to AUM levels.

Okay. Maybe one last one, which is you mentioned the 2 ETFs you filed for and they're both emerging markets.

Do you expect you'll do any more U.S. equity ETFs and how do you differentiate yourself in that market, which seems more crowded?

Beyond what we have publicly filed for, product development is one of the few areas where we have to be careful about our transparency. So really, we don't want to comment beyond what we have publicly filed.

It's Mac Sykes. First, you have my deepest sympathies to the Lavine [ph] family.

I know he's a very good guy.

Thank you.

I understand that Legg Mason has filed for its own exemptive relief. Would that impact or any approval there back to your work with Western going forward?

I'm not sure. We seem to have a very strong relationship with Western.

I'm sure Western was aware of Legg Mason's initiatives. But we seemed like we're in a very good place with our Western relationship.

And then just more broadly, on the subject of exemptive relief. Have you seen any signals, as the regulatory authorities had suggest the process is getting any faster or slower, any different?

Just any color on that would be great.

It remains very challenging process to launch new funds and we have not seen any improvement in the speed with which it takes to launch funds.

Two basic questions. First, we're very big fans of the whole dividend family of ETFs, specifically the dividend ex-Financials ETF.

My first question is, what are your considering in the dividend ex-Financials space? My second question is, what -- and this is a corporate question, what level would your assets under management in total have to get to where you might start paying a common stock dividend?

In terms of the dividends ex-Financials, we have 2 U.S. dividends ex-Financials and international ex-Financials that we're very excited about both of those.

We have filed for China ex-Financials. We think that is a very attractive way to approach the Chinese equity market.

It will be a very differentiated fund. That's one of our next funds and we have publicly filed for that.

In terms of a dividend, it certainly, at some point, the business will have scaled to a degree where it will be hard to reinvest the money in the core business and you'll have opportunities to pay dividends or buyback stock. But at the moment, I don't know where -- what that number is.

It's a little bit early for us to start contemplating that as we just recently turned profitable.

Okay and one last question. I've seen a lot of demand for dividend paying items.

There's an asset class royalty trust. There's been a lot of issuance there.

Will you guys consider putting an ETF in that space that might own something like -- I don't want to get into specific securities, but when you see a lot of issuance of some of the royalty trust that drill for natural resources in the ground.

Sure. This is Luciano again.

We've taken a look at the royalty trust, the match limit of partnerships over time and it's always a complicated asset class to work with because of the tax reporting that's involved. There have been other products that have come to market.

And once you've seen the horse leave the barn and other products to scale and taking billions of assets and have million of trading volume, it always makes it difficult to be the #2 player in that space. So at this point, we haven't filed for anything.

It's not to close the door forever. Product development team takes a look at all good ideas, but at this point, we think people are pretty happy with the kind of dividend streams they're collecting from the common stocks to the traditional 1099 structures.

Just a follow-up, Jonathan, maybe for you. Any surprises so far in 2012 or opportunities that you hadn't thought about maybe at the beginning of the year?

In terms of from the beginning of the year, not really. I mean, we really seem to have a strong sense of how the industry is playing out.

Really very few surprises over the last few years actually. So no, no surprises really.

I have no further remarks. I just want to thank all of you for your time and attention.

And we look forward to speaking with you next quarter. Thanks.