Wrap Fee Overview
In a wrap fee arrangement, you pay a combined
fee for investment advice, brokerage, clearance,
settlement, and custodial services. Your
specific wrap fee arrangement and payment
terms will be listed in the Advisory Agreement
and will be fully disclosed to you prior to
participating in any of our Wrap Fee Programs.
The Firm assesses the Wrap Fee on all eligible
assets held within your account. Your wrap fee
account may hold both wrap fee eligible and
ineligible assets. The Firm will only provide
advisory services for wrap fee assets and is not
responsible for managing non-wrap fee assets.
The Firm receives some or all of the Wrap Fee
for its advisory services and shares a portion of
this fee as compensation with your investment
adviser representative (“IAR” or
“Representative”) according to terms of a
separate agreement with the Representative.
Further, the Firm is responsible for all
transaction charges assessed by the Custodian
in the Wrap Fee Programs.
If a wrap option is chosen, the Program may
cost the client more or less than the client would
pay if investment advice, brokerage and other
services were purchased separately. Wrap fee
accounts are managed in the same way as any
other accounts. However, you should be aware
that Representatives may have an incentive to
limit their trading activities in wrap fee only
accounts. Clients should review with their IAR
whether a wrap program is appropriate for
them, considering impact of the size of their
account and the likely turnover of the account
(with resulting ticket charges if the program
utilized were not a wrap) based on the proposed
strategy for their account.
Wrap Fees and certain account terms are
negotiated on a case-by-case basis, depending
on a variety of factors, including the (i) nature
and complexity of the particular service, (ii) the
requirements of the Representative, (iii) your
relationship with the Firm and Representative,
(iv) the size of the account, (v) the potential for
other business or clients, (vi) the amount of
work anticipated, and (vii) the attention needed
to manage the account, among other factors.
Advisor-as-Portfolio Manager (APM)
Under the Portfolio Advisor Program, BRWA,
through the client’s IAR, manages individual
client accounts through various investments on
a discretionary or non-discretionary basis.
BRWA may allocate a portion of a client’s
assets to sub-managers. In this Program,
BRWA utilizes Envestnet for administrative
services, and in some cases for trading at the
applicable Custodian through the Envestnet
platform.
In the APM Program, clients may elect a Wrap
Fee depending on the Custodian selected. The
client can select among the following
Custodians: NFS (with brokerage through B.
Riley Wealth Management, a BRWA affiliate),
First Clearing (with brokerage through B. Riley
Wealth Management, a BRWA affiliate),
Schwab, Fidelity, and any others BRWA may
make available. If a Wrap Fee is selected, the
following table is used as a maximum.
TOTAL
ACCOUNT VALUE
MAXIMUM
ANNUAL FEE
First $250,000 2.75%
Next $750,000 2.50%
Above $1,000,000 2.00%
As part of this Wrap Fee Program, your
Representative will provide portfolio
management services and recommendations
on a wide variety of investment options as
described herein. In the APM Program, you may
negotiate the account values, if any, at which the
fee will be discounted (breakpoints), subject to
the maximum fees adopted by the Firm. You
may specify the accounts that will be included
in the same “household” for purposes of
calculating the fee. The actual fee and the
breakpoints, if any, will be shown in your
Advisory Agreement. The breakpoints will be
based on the aggregate value of all accounts in
the same household.
Envestnet Platform & Other Third-Party
Managed Wrap Programs
BRWA operates additional Wrap Fee Programs
using Envestnet’s platform, with transactions
executed through and assets held at custodians
selected by clients: the Separate Accounts
Program for Separately Managed Accounts
(“SMA”) the Unified Managers Program
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(“UMA”), and the Fund Strategists Portfolio
(“FSP”) program. Envestnet Asset
Management, Inc. is an investment
management firm that provides investment
management and investment advisory services
through independent investment advisors.
If your Representative determines that a Third-
Party Portfolio Manager (the “Sub-adviser” or
“Manager”) is appropriate for your account,
then, in addition to the Advisory Agreement,
you will be required to sign an agreement with
the Sub-adviser(s). If a Sub-adviser is
engaged, each Sub-adviser will collect its own
wrap fee on the assets under its control. Sub-
advisers will typically charge 0.25% to 0.75% per
year. Your Advisory Agreement will indicate
how much your chosen Sub-adviser will charge
and such fees will be combined into the Wrap
Fee assessed on your account. Whether you
select a Sub-adviser or not, your total,
combined Wrap Fee will not exceed 2.75%.
Envestnet Platform accounts are charged a
Wrap Fee depending on the Custodian
selected. The fees cover advisory, execution,
custodial and reporting services, and Manager
fees when applicable. Envestnet Programs may
have higher minimum account size
requirements depending on the Manager and
Program selected. From these fees, Envestnet
pays the Managers fees ranging from 0.15% to
1.00% of assets under management. In general,
a fixed income manager is paid 0.20-0.35%, and
an equity manager is paid between 0.30-0.50%.
Certain third-party fund strategists may not
charge management fees, because they utilize
their proprietary mutual funds and/or ETFs and
receive fees from the underlying expenses of the
Funds. Breakpoints may be available for larger
accounts, and managers vary as described in
Envestnet’s Form ADV Part 2A.
For accounts participating in BRWA
discretionary program offered through B. Riley
Wealth Investment Solutions Discretionary
Management (W.I.S.D.M.) program, the
account minimums are $15,000 for mutual fund
portfolios and $25,000 for ETF portfolios.
Exceptions to the account minimums may be
made at the Firm’s discretion.
Additional Wrap Fee Program Information
You and your Representative will review your
objectives and the performance of your account
at least annually.
For each of the Wrap Fee Programs described
above, you or the Firm may terminate the
Advisory Agreement at any time upon written
notice. However, termination will not affect any
other liabilities or obligations incurred or
arising from transactions effected for your
account or actions taken prior to such
termination. For example, you may be liable for
any losses which occur in your account during
this period. Neither will termination of the
Advisory Agreement affect provisions in the
intended to survive termination, such as the
provision regarding arbitration, which will
survive any expiration or termination of the
Advisory Agreement. Upon termination, you
shall have exclusive responsibility for
monitoring the securities in your account, and
neither the Firm, your Representative nor any
Sub-advisers shall have any further obligation
under the Advisory Agreement to act, not act or
dispense advice respecting your account or the
assets contained therein.
In addition to your Advisory Agreement, please
carefully review this Wrap Fee Brochure before
deciding to invest. Additional copies of this
and any other disclosure documents may be
obtained by contacting your IAR or the Firm at
the address shown on this Brochure.
The value of those assets under the Wrap Fee
Program will be determined on the first
business day of the quarter or other such time
period agreed upon by you and your
Representative in your Advisory Agreement.
The Firm may offer significantly more favorable
wrap fee arrangements for friends, relatives, or
others with whom the Firm or Representative
has established personal or family
relationships.
The Wrap Fee does not cover amounts charged
for any of the following (Excluded Items):
internal fees or expenses which may be
associated with the account’s investments
(including without limitation, internal operating
or investment expenses of mutual funds, unit
investment trusts, or electronically traded
funds); fees imposed by mutual funds for short-
term trading (typically 1% - 2% of the amount
originally invested) for redemptions made
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within short periods of time; any mark-up, mark-
down, or dealer spread (whether to the Firm,
Custodian or other broker-dealers) related to
any account investment; offering discounts and
related fees in connection with underwritten
public offerings of securities (of which the Firm,
our affiliates or Custodian may be
underwriters); costs to third parties for
transactions not executed through Custodian;
floor brokerage or exchange fees; fees for wire
transfers; costs for exchanging currencies;
margin interest; interest for non-purpose loans
with the account(s) used as collateral; taxes;
postage and handling fees; or other expenses
incurred with respect to any investments made
for the Account. All the Excluded Expenses will
be direct or indirect expenses borne by the
Account and will be in addition to the Wrap Fee.
In addition to the Wrap Fee, you will also be
responsible for any other fees and charges
described in the Advisory Agreement, as well
as any fees charged pursuant to the agreement
with a Sub-adviser, if any, and any other
applicable fees or charges described in this
Brochure or in any agreement with the
Custodian or other third parties.
Money Market Funds and Bank Deposit
Sweep Program Fees
The Bank Deposit Sweep Program (“BDSP”) is
the default cash investment option for BRWA
clients with accounts held at NFS or First
Clearing. By opening an account with BRWA
through its affiliated broker-dealer, BRWM, you
authorize us to enroll you in the BDSP. You
have the option to decline use of the BDSP as
your default cash investment option. This
BDSP is the core account investment vehicle
used to hold your cash balances while awaiting
reinvestment for eligible accounts. This
program is called a “sweep” program because
cash balances are automatically “swept'' into
this core account investment vehicle. The cash
is then placed into interest-bearing FDIC-
insurance eligible Program deposit accounts at
one or more FDIC-insured financial institutions
(Program Banks).
BRWA’s affiliated broker-dealer, BRWM,
receives a direct financial benefit by sharing in
the revenue generated on your cash sweep
deposits. The source of BRWM’s revenue as
part of this revenue sharing arrangement is
obtained from the interest rates paid by the
Program Banks to NFS or First Clearing for use
of the client’s cash deposits. NFS & First
Clearing then pay BRWM based on aggregate
brokerage and advisory account investments in
the BDSP.
Additionally, BRWA advisors charge clients a
management fee on the cash balance held in the
BDSP. Given the low interest paid to clients,
and after deducting the management fee paid by
clients to IARs, clients receive a net negative
yield on their cash balance. This is a significant
disadvantage to participating in the BDSP, and
BDSP revenue sharing paid to our affiliate
magnifies the negative yield clients incur on
these investments in comparison to the yields
clients could earn on cash investments outside
of the BDSP. BRWM’s receipt of revenue
sharing reduces the interest that would have
been paid to clients had such revenue sharing
arrangement not existed.
It is important to review the “BDSP Disclosure
Document” from NFS & First Clearing in
conjunction with the disclosure and conflicts of
interest described above to fully understand the
revenue sharing arrangement and payments
under this BDSP. You will receive this
disclosure from NFS or First Clearing once your
account is opened, but if you would like a copy
beforehand, please request it from your IAR.
Conflicts of Interest
Wrap Fee Programs may not be suitable for all
investment needs, and any decision to
participate in a Wrap Fee Program should be
based on your financial situation, investment
objectives, tolerance for risk, and investment
time horizon, among other considerations. The
benefits under a Wrap Fee Program depend, in
part, upon the size of the account and the
number of transactions likely to be generated.
For example, a Wrap Fee Program may not be
suitable for accounts with no or low trading
activity. In order to evaluate whether a wrap fee
program is suitable, you should compare the
wrap fee program fee and any other costs of the
wrap fee program with the amounts that would
be charged by other advisers, broker-dealers,
and custodians, for services comparable to
those provided under the wrap fee program.
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The Firm and Representative receive a portion
of the Wrap Fee as compensation. This
compensation may exceed the amount earned if
you paid separately for investment advice,
brokerage and other services. Accordingly, a
conflict of interest exists as the Firm and the
IAR have a financial incentive to recommend
the wrap fee programs over other programs or
services for which the compensation
arrangements are not as beneficial to the
Representative.
When compared with the traditional
commission option, asset-based fee
arrangements generally result in lower costs
during periods when trading activity is heavy,
such as the year an account is established.
During periods when trading activity is lower,
such asset-based fee arrangements may result
in higher annual costs. Some clients favor the
asset-based fee because it fixes their brokerage
cost at a predetermined level; whereas other
clients may not find such an arrangement suits
their needs because they anticipate their
accounts will have low turnover.
Depending on the amount of the Wrap Fee, the
frequency of transactions, and the nature and
value of the services provided under the Wrap
Fee Program, the Wrap Fee may or may not
exceed the aggregate cost of obtaining these
services separately. The fees for a Wrap Fee
Program may result in higher costs than you
might otherwise incur by paying a management
fee and negotiating separate arrangements for
brokerage and trade execution, custodial
services, and performance reporting.
Please note that the amounts charged to your
account for services, fees, expenses, or costs
that the Firm has performed, incurred,
advanced, or paid on the account’s behalf
(whether billed to you, the account, or the Firm)
will include a reasonable profit, unless
prohibited under the Advisory Agreement or
applicable laws, regulations, or rules.
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