Item 5: FEES & COMPENSATION
A. Program Fees
WCM charges accounts participating in the WCM Program and accounts participating in the WSI Program
a quarterly Program Fee that is calculated and paid in arrears based upon the market value of all assets
under management. WCM’s maximum Program Fees for the WCM Program and WSI Program are set
forth in the Fee Schedules below, subject to negotiation:
WCM ADVISORY ACCOUNT PROGRAM
Fee Schedule
Account Value Quarterly Fee Rate
Entire value of account 0.3125% per quarter
(1.25% annualized)
WSI WRAP PROGRAM**
Fee Schedule
Account Value Quarterly Fee Rate
Entire value of account 0.25% per quarter
(1.00% annualized)
**B Riley Wealth Management’s Fees for the WSI Program
For the WSI Program, the Program Fee shown above represents only the Program Fee charged by WCM
for its services as subadviser and portfolio manager, and does not reflect the additional fees charged by
B Riley Wealth Management. The total fees payable by clients in the WSI Program are described in the
Wrap Fee Program Brochure.
Brokerage and Investment Expenses
Accounts participating in the WCM Program will incur the following brokerage and other transaction costs
in connection with the purchase or sale of securities:
• commissions, sales charges, or other transaction costs by broker-dealers who execute the
purchase or sale of securities;
• fees and commissions charged by exchanges, electronic communications networks, introducing
and executing brokers, and other trading intermediaries involved in effecting account
transactions;
• odd lot differentials, transfer or other taxes, floor brokerage fees, exchange fees, service and
handling fees, electronic fund or wire transfer fees, costs of exchanging currencies, margin
interest, and other expenses of investments made or assets held for the account; and
• initial and deferred sales charges and short-term redemption fees in connection with the
redemption of mutual funds (or variable annuity contracts or variable life insurance contracts, if
any.
Certain Accounts Pay Lower Fees or Commissions
WCM’s Program Fees for the WCM Program and WSI Program are negotiable by WCM, in its sole
discretion and as a result, some accounts pay lower Program Fees than other accounts. Waivers,
discounts or more favorable terms not generally available to other clients may be offered to family
members and friends of our employees and affiliates.
In the WSI Program, B Riley Wealth Management or the Representative may negotiate the separate fees
or other terms of the client’s relationship with B Riley Wealth Management and participation in the WSI
Program on a case-by-case basis, depending on a variety of factors, including the size of the account, the
compensation requirements of the particular Representative, the client’s relationship with B Riley Wealth
Management or the Representative, and the potential for other business or clients, among other factors.
B. Deduction of Fees by the Custodian
For each Program, the Advisory Agreement will authorize and direct the custodian to deduct the Program
Fee directly from the account upon receipt of WCM’s instructions. We require clients to authorize the
custodian to deduct our Program Fees from the account and pay us; clients may not choose to have
Program Fees billed to the client for payment in lieu of billing the custodian. The amount of the Program
Fee will be reflected on the custodian’s regular statements to the client.
We invoice the account custodian quarterly in arrears for our Program Fees. Except for the last calendar
quarter in which the account is open, the Program Fee for each account will be payable on the first day
of the following calendar quarter based on the value of the account as of the close of the last trading day
of the calendar quarter for which such fees are payable, using the applicable Fee Schedule which is part
of the account’s Advisory Agreement. Transactions that have not settled prior to the last trading day of a
calendar quarter may be included in either the current or the following calendar quarter, as determined
by WCM on a consistent basis. Fees are not charged on the basis of a share of capital gains upon or
capital appreciation of the funds or any portion of the funds of an advisory client.
Unless otherwise provided in the Advisory Agreement, WCM will calculate the Program Fee on the basis
of a 365-day year so that the Program Fee payable for each quarter will be based on the actual number
of calendar days in that quarter; provided, WCM may calculate fees on the basis of a 360-day year, and
90-day calendar quarter, in its discretion on a consistent basis.
For the first calendar quarter that the account is open, the Program Fee will be pro-rated to cover the
period from the date the Advisory Agreement is accepted by WCM through the end of the calendar
quarter. For the last calendar quarter that the account is open, the Program Fee will be pro-rated to
cover the number of days this Agreement is in effect and will be debited from the account prior to closing
of the account, where possible.
Risk of Liquidations to Pay Fees
The custodian will be authorized to deduct the Program Fees directly from the account and pay us
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