B Riley Capital Management LLC

Item 5. Fees and Compensation

BRCM offers services through a variety of Funds that invest in a wide range of investment opportunities. Please see
the discussion above in “Item 4. Advisory Business” for a description of the services BRCM offers. The fees and
compensation paid to BRCM under the terms of each Fund will vary. Below is a discussion of the fees associated
with each type of Fund.

Open-End Private Investment Funds

    A. Types of Fees

BRCM will be compensated for investment advisory services provided to a Fund by a fee based on the assets under
management (“AUM”). Each Fund structured as an open-end vehicle (i.e., that provide liquidity to investors on a
periodic basis) will pay BRCM a management fee equal to a percentage (generally, between 1% and 2%) of the
Fund’s total AUM. The management fee typically will be paid by each Fund on a monthly or quarterly basis in
advance by deduction from each investor’s account in the Fund. The management fee will be pro-rated for assets
held in an investor’s account for less than a full period. BRCM, in its discretion, may offer to waive, reduce or
rebate the management fee, in whole or in part, for any investors in the Fund.

BRCM may also receive annual performance-based compensation in arrears equal to a percentage of the net capital
appreciation (i.e., capital appreciation less capital depreciation) of each investor’s account in a Fund. Where
applicable, the performance-based compensation is payable only if, and to the extent that, the net capital
appreciation of the investor’s account exceeds any net capital depreciation accumulated in prior years. If an investor
withdraws all or a portion of its account in a Fund on a date other than at the end of a period, payment of the
performance-based compensation will be made on the amount withdrawn for the period from the first day of the
period to the date of withdrawal. BRCM, in its discretion, may offer to waive, reduce or rebate the performance -
based compensation, in whole or in part, for any investors in the Fund.

From time to time, BRCM may recommend that a Client to purchase an interest in a BRCM-sponsored Fund,
provided that the sale or purchase of such interest is consistent with BRCM’s fiduciary obligations to the investing
Client. Investors should be aware that, while BRCM endeavors at all times to act in the best interests of its Clients, a
transaction between a Client and a BRCM-sponsored Fund could result in certain conflicts of interest. In certain
circumstances, BRCM may choose to reduce or not charge the advisory fees of the Fund with respect to a Client by
the amount of advisory fees paid to BRCM by the Client.

    B. Other Fees and Expenses

Each Fund will pay all other expenses deemed necessary and desirable by BRCM, including all investment,
administrative, and operating expenses incurred on behalf of the Fund. In addition to the fees payable to BRCM,
each Fund will incur and pay certain charges imposed by third parties, including, but not limited to, the following:

    •    any sales or other taxes, fees or government charges, including tax and reporting charges, that may be
         assessed against the Fund;
    •    interest charges, fees and expenses incurred in the borrowing and lending of securities;
    •    brokerage commissions, brokerage fees, transaction charges, and similar charges incurred in connection
         with the purchase or sale of securities;
    •    costs and expenses incurred in investigating, developing, negotiating, structuring, settling, monitoring and
         holding portfolio investments (whether or not consummated), including travel, external legal, tax,
         accounting expenses, compliance administrative fees, and audit fees and expenses associated therewith;
    •    due diligence expenses, including travel, legal counsel, tax, audit, compliance, and consulting fees and
         expenses, related to proposed investments or existing investments;

B. Riley Capital Management
ADV Part 2A Firm Brochure

    •    governmental, registration, license and membership fees (including those payable to regulatory as well as
         self-regulatory organizations);
    •    costs and fees associated with the offer and sale of the interests of the Fund;
    •    market data costs;
    •    research-related expenses, including, without limitation, news and quotation equipment, software and
         services;
    •    the costs and expenses (including travel-related expenses) of holding meetings or conferences with a
         Fund’s investors;
    •    costs and expenses incurred in connection with any threatened, pending, or anticipated litigation,
         examination, proceeding, regulatory matter or investigation;
    •    all expenses incurred as a result of the Fund’s obligations to indemnify certain persons against losses,
         liabilities, and expenses incurred in connection with the performance of their duties of behalf of, or
         provision of services to, the Fund;
    •    expenses attributable to normal and extraordinary costs, expenses and charges associated with any
         investment banking, commercial banking, accounting, auditing, appraisal, valuation, tax advisory, tax
         preparation, legal, external consulting, custodial and registration services provided to the Fund;
    •    premiums for insurance, including liability insurance;
    •    costs of dissolving the Fund and liquidating its assets;
    •    costs and expenses for tax and audit services to the Fund;
    •    organizational expenses, including costs and expenses pertaining to the offering and sale of interests in the
         Fund, related legal payments and travel expenses;
    •    certain administrative expenses; and
    •    certain expenses related to regulatory filings.

Investors in a Fund should refer to the Fund’s Offering Documents for complete information on the expenses
...

Item 7. Types of Clients

BRCM provides investment advisory services to private funds only. BRCM currently serves as investment manager
to the following Funds: BRC Emerging Managers Fund of Funds, LP, a Delaware limited partnership, BRC Partners
Opportunity Fund, LP, a Delaware limited partnership, GACP I, L.P., a Delaware limited partnership, and GACP II,
L.P., a Delaware limited partnership.

BRCM generally requires investors in a Fund to make a minimum initial investment as specified in the Fund
offering memorandum; however, BRCM may, in its sole discretion, accept lesser amounts or waive the minimum
investment required. Investors in a Fund must be “Accredited Investors,” as defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and, to the extent a Fund is
charged performance-based compensation, investors in the Fund must be eligible to enter into a performance-based
compensation arrangement under the Advisers Act. Notwithstanding the foregoing, BRCM may allow up to 35
individuals who are not Accredited Investors to invest in a qualifying Fund, pursuant to Rule 506 of Regulation D
promulgated under the Securities Act. BRCM generally requires Fund investors to make representations concerning
their financial sophistication and ability to bear the risk of loss of their entire investment in the Fund. The investor
requirements may be waived by BRCM in its sole discretion.

B. Riley Capital Management
ADV Part 2A Firm Brochure