B Riley Wealth Private Shares LLC

Item 5 – Fees & Compensation
Fees associated with Funds for which BRWPS                 •   Fees and expenses for attorneys,
acts as adviser include an annual management                   accountants, auditors, & investment
fee and carried interest and are governed by the               bankers;
Investment Management Agreement between                    •   Due diligence expenses related to review
BRWPS and the Fund’s Manager. As such,                         of potential investments;
BRWPS does not have a single fee schedule.                 •   All indemnification obligations of the
The fees set out in the Investment Management                  Fund;
Agreement are not negotiable.                              •   Litigation expenses and judgments or
                                                               settlements paid in connection therewith;
Annual management fees and carried interest
                                                           •   Insurance premiums; and
are deducted from Fund assets. Management
                                                           •   All fees and expenses incurred in
fees are deducted from Fund assets on an
                                                               connection with the formation and
annual basis, while carried interest is deducted
                                                               organization of the Fund.
at the time of distribution of Fund assets to
Investors. See Item 6 “Performance-Based Fees            If applicable, Fund Investors may also bear a
and Side-by-Side Management” for more                    portion of any fees or expenses charged by any
information regarding the carried interest.              SPVs that have been formed to facilitate
In addition to the fees described above, each            portfolio investments by the Funds or their
Fund     pays    operating    expenses    and            Investors for tax, regulatory, or economic
organizational expenses of the Fund. Details             purposes. BRWPS may, at its discretion,
regarding the fees and costs associated with             choose to pay or reimburse the Fund for all or
each Fund are detailed in the Operating                  any portion of expenses related to the
Documents specific to each Fund.                         establishment of such SPVs.

Such operating costs and organizational                  Details regarding the brokerage and transaction
expenses include, but are not limited to:                costs that the Funds will pay are described in
  • Routine administrative expenses;                     Item 12 "Brokerage Practices.”
  • Preparation of reports and notices;

                                                                                                             B. Riley Wealth Private Shares, LLC Disclosure Brochure
  • Any taxes;

Item 7 – Types of Clients
                                                          BRWPS provides investment advisory services to Private Funds only. The minimum investment amount
                                                          for each Fund is specified in the Fund’s Offering Documents.
                                                          At a minimum, 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, BRWPS 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. BRWPS
                                                          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.