Overview
- Headquarters
- Memphis, TN
- Average Client Assets
- $2.4 million
- Minimum Account Size
- $25,000
- SEC CRD Number
- 115927
Fee Structure
Primary Fee Schedule (2025 BRWA ADV 2A WRAP FEE BROCHURE)
| Min | Max | Marginal Fee Rate |
|---|---|---|
| $0 | $250,000 | 2.75% |
| $250,001 | $1,000,000 | 2.50% |
| $1,000,001 | and above | 2.00% |
Illustrative Fee Rates
| Total Assets | Annual Fees | Average Fee Rate |
|---|---|---|
| $1 million | $25,625 | 2.56% |
| $5 million | $105,625 | 2.11% |
| $10 million | $205,625 | 2.06% |
| $50 million | $1,005,625 | 2.01% |
| $100 million | $2,005,625 | 2.01% |
Clients
- HNW Share of Firm Assets
- 44.76%
- Total Client Accounts
- 10,573
- Discretionary Accounts
- 7,143
- Non-Discretionary Accounts
- 3,430
Services Offered
Services: Financial Planning, Portfolio Management for Individuals, Portfolio Management for Institutional Clients, Pension Consulting, Investment Advisor Selection, Educational Seminars
Regulatory Filings
Additional Brochure: 2025 BRWA ADV 2A FIRM BROCHURE (2026-03-31)
View Document Text
40 S. Main Street, Suite 1600
Memphis, TN 38103
901-251-1330
FORM ADV PART 2A
FIRM BROCHURE
March 31, 2026
(Previously revised October 20, 2025)
This Brochure provides information about the qualifications and business practices of B. Riley Wealth
Advisors, Inc. If you have any questions about the contents of this Brochure, please contact the Firm’s
Compliance Department at compliance@brileywealth.com. The information in this Brochure has not
been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any
state securities authority.
Additional information about B. Riley Wealth Advisors, Inc. is also available on the SEC’s website at
www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated
with the Firm who are registered, or are required to be registered, as investment adviser representatives.
You can search this site for information about the Firm by searching for a unique identifying number,
known as a CRD number. The CRD number for B. Riley Wealth Advisors, Inc. is 115927. Registration
with the SEC does not imply a certain level of skill or expertise.
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B. Riley Wealth Advisors: 03/2026
Item 2 – Material Changes
This Amendment reflects the Firm’s annual amendment required by SEC Rule 204-1. Additionally, it
incorporates in Item 5 a new referral agreement our affiliate broker-dealer has with a third-party broker-
dealer regarding structured product transactions.
Item 3 – Table of Contents
Item 2 – Material Changes ............................................................................................................................ 2
Item 3 – Table of Contents ........................................................................................................................... 2
Item 4 – Advisory Business ................................................................................................................... 4
About Us ............................................................................................................................................ 4
Registration ....................................................................................................................................... 4
Supplemental Brochures .................................................................................................................. 4
Doing Business As (“DBAs”) .......................................................................................................... 4
Fiduciary Responsibility .................................................................................................................... 4
Acknowledgment of Our Fiduciary Status with Respect to Retirement Accounts ........................ 4
Types of Advisory Services .............................................................................................................. 5
Assets Under Management .............................................................................................................. 8
Item 5 – Fees & Compensation .............................................................................................................. 9
General Fee Practices ....................................................................................................................... 9
AUM Fee ............................................................................................................................................ 9
Financial Planning & Consulting Fee .............................................................................................. 10
Additional Fees or Compensation ................................................................................................... 10
Conflicts of Interest .......................................................................................................................... 11
Item 6 – Performance Based Fees and Side by Side Management ..................................................... 12
Item 7 – Types of Clients ...................................................................................................................... 12
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss............................................. 12
Methods of Analysis ......................................................................................................................... 12
Investment Strategies ....................................................................................................................... 12
Risk of Loss....................................................................................................................................... 13
Item 9 – Disciplinary Information ......................................................................................................... 13
Item 10 – Other Financial Industry Activities and Affiliation .............................................................. 14
Affiliate Relationships ...................................................................................................................... 14
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Other Financial Industry Activities .................................................................................................. 14
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Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ... 15
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Code of Ethics ................................................................................................................................... 15
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Participation or Interest in Client Transactions .................................................................................... 15
Personal Trading .................................................................................................................................... 15
Item 12 – Brokerage Practices .................................................................................................................... 15
The Custodians & Brokers We Use ....................................................................................................... 15
Recommendation of Brokers .................................................................................................................. 16
Directed Brokerage ................................................................................................................................. 17
Block Trades ........................................................................................................................................... 17
Valuation ................................................................................................................................................. 17
Margin ..................................................................................................................................................... 17
Item 13 – Review of Accounts .................................................................................................................... 18
Reviews and Reviewers .......................................................................................................................... 18
Reports .................................................................................................................................................... 18
Other Client Communication ................................................................................................................. 18
Item 14 – Client Referrals and Other Compensation ................................................................................. 19
Client Referrals ....................................................................................................................................... 19
Other Compensation .............................................................................................................................. 19
Benefits of NFS Relationship for BRWM and BRWA .......................................................................... 19
Item 15 – Custody ........................................................................................................................................ 22
Item 16 – Investment Discretion ................................................................................................................. 23
Item 17 – Voting Client Securities .............................................................................................................. 23
Item 18 – Financial Information .................................................................................................................. 24
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Item 4 – Advisory Business
About Us
We place the Client and the Financial Advisor as partners in the center of every decision we make as a
Firm. We develop our products, services, and technologies to allow our Financial Advisors the ability
to provide the highest quality service to their clients.
This Brochure is designed to provide detailed and clear information relating to each item noted in the
table of contents. Within this Brochure, we use the following terms:
• “We,” “us,” “our,” “Investment Advisor,” “BRWA,” or the “Firm” refers to B. Riley Wealth Advisors,
Inc.
• “Financial Advisor,” “Representative,” “Investment Advisor Representative,” or “IAR” refers to the
individuals that provide investment recommendations or advice on behalf of BRWA.
• “You,” “yours,” and “client” refer to clients of BRWA and its advisors.
BRWA provides investment advisory services to individuals, trusts, estates, charitable organizations,
corporations or other business entities, and pension and profit-sharing plans. BRWA offers its clients
various programs to provide flexibility in investment strategy based upon the investor’s financial goals,
circumstances, and risk tolerance. Accounts generally have minimum account size requirements, which
may be negotiable, depending on the client household, relationship, type, and size of the account. Fees
are reflected on periodic statements issued by the Custodian no less frequently than quarterly. Advisory
fees, including minimum fees as well as minimum account size, may be negotiable depending upon a
range of factors including, but not limited to, account size and overall range of services provided.
Registration
BRWA is registered with the SEC as an investment adviser, and the Firm’s Representatives are
registered under applicable state law to provide investment advisory services on the Firm’s behalf.
Supplemental Brochures
BRWA advisory services are made available to clients through individuals associated with BRWA as
IARs. For more information about the IAR who provides advisory services to the client, client should
refer to the Brochure Supplement for the IAR. The Brochure Supplement (“ADV 2B”) is a separate
document that is provided by the IAR along with this Brochure before or at the time a client engages the
IAR. If a client did not receive a Brochure Supplement for the IAR, the client should contact the IAR or
BRWA’s Compliance Department.
Doing Business As (“DBAs”)
Many Representatives operate under their own “doing business as” (“DBA”) trade name and logo,
which they use for marketing purposes and which may appear on client statements. Clients should
understand that even though BRWA’s IARs often operate under their own DBA, when those IARs offer
or provide advisory services through BRWA, they do so under the supervision of BRWA.
Fiduciary Responsibility
When acting as an investment adviser and providing investment advisory services, the Firm is a fiduciary
for its clients. As a fiduciary, the Firm must, among other duties, act in the Clients’ best interests, place
the Clients’ interests ahead of its own, and make full and fair disclosure of all material facts, particularly
conflicts of interest.
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Acknowledgment of Our Fiduciary Status with Respect to Retirement Accounts
When any of our financial professionals provide investment advice to you regarding your retirement
plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the
Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are
laws governing retirement accounts. The way we make money creates some conflicts with your
interests, so we operate under a special rule that requires us to act in your best interest and not put our
interest ahead of yours.
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Under this special rule’s provisions, we must:
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• Meet a professional standard of care when making investment recommendations (give prudent
advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal
advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best
interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest.
Types of Advisory Services
BRWA offers a suite of investment advisory services designed to accommodate a wide range of
investment objectives. These include advisory programs, financial planning and consulting, reporting
solutions, and retirement solutions. BRWA provides the following advisory services for its clients:
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A.) Advisory Programs
BRWA has multiple asset management programs (collectively, the “Programs”) available for your
use. Many Programs provide access to professional third-party money managers (“Managers”) and
others allow the IAR to guide your investment strategy. The Firm sponsors some of these Programs
but many are sponsored by separate broker-dealer/registered investment advisers (referred to as
“Brokers/Custodians”). Once an IAR has helped you determine your portfolio, they will help you
select the Program that best suits your investment needs based on the fee structure (wrap vs. non-
wrap) and the types of securities available.
To participate in any Program, you will need to establish a separate brokerage account with the
appropriate Broker/Custodian. You will also enter an Advisory Agreement with BRWA which
describes the investment advisory services to be provided, the terms and conditions of our advisory
relationship, and the fees the Firm will charge. Your specific fee arrangement and payment terms
are negotiable and will be explained to you before you sign the Advisory Agreement. You might
also be required to sign an agreement with any Sub-adviser(s) selected to manage your account.
You or the Firm may terminate the Advisory Agreement at any time upon notice to the other party,
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. Neither will it
affect agreements intended to survive termination, including the provision regarding arbitration,
which will survive any expiration or termination of the Advisory Agreement. Upon termination, you
shall have the exclusive responsibility to monitor the securities in the account, and neither the Firm
nor any Representative of the Firm shall have any further obligation under the Advisory Agreement
to act or to provide advice with respect to the account or those assets.
Set forth below is a description of the Firm’s Programs. The minimum initial investment for most
Programs is $25,000, unless stated otherwise. The minimum account size requirements may be
negotiable depending on the client household, relationship, type, and size of the account. Please
review the Firm’s ADV 2A, Appendix I Wrap Fee Brochure (“Wrap Fee Brochure”) for more details
on the sponsored Wrap Programs (i.e., advisory programs in which advisory fees and execution
fees are bundled). Wrap Fee and Non-Wrap Fee accounts within the APM Program are managed in
substantively the same manner. The primary difference is that in a Wrap Fee account, brokerage
transaction costs are included in the advisory fee and are paid by the Firm rather than billed
separately to the client, whereas in a Non-Wrap Fee account, the client pays transaction costs
directly to the Custodian in addition to the advisory fee. This difference in fee structure may result
in Wrap Fee accounts being more or less cost-effective than Non-Wrap Fee accounts depending
on the frequency of trading activity in the account. Please refer to the Wrap Fee Brochure for further
detail.
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Advisor-as-Portfolio Manager (“APM”)
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Under the Advisor-as-Portfolio Manager (“APM”) Program, the IAR, through BRWA, manages
individual client accounts on a discretionary or non-discretionary basis. With the written
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consent of the client, the IAR may allocate a portion of a client’s assets to Sub-advisers. When
allocating to Sub-advisers, BRWA utilizes Envestnet Asset Management, Inc.’s (“Envestnet’s”)
platform to perform certain administrative services, and/or trading functions with the applicable
Custodian. Envestnet develops and distributes wealth management technology and products to
financial advisors and institutions.
In the APM program, clients will pay an investment advisory fee based on assets under
management (the “AUM Fee”) and, depending on the Custodian and fee schedule selected, a
separate annual account fee and certain transaction fees. The AUM fee is negotiated between
the IAR and client using table listed below as a maximum. The fee schedule, including the
administrative fee, is included in the Advisory Agreement or Statement of Investment Selection.
TOTAL ACCOUNT VALUE
MAXIMUM ANNUAL FEE
First $250,000
2.50%1 to 2.75%2
Next $750,000
2.25%1 to 2.50%2
1.75%1 to 2.00%2
Above $1,000,000
1 Transaction fees paid by client (non-wrap)
2 No transaction fees paid by client- IAR may elect to pay the
transaction fees (wrap).
In addition to the AUM Fee, an annual account fee (typically $75) will be charged either to the
client or to the IAR based on the administrative/transaction fee schedule selected by the client.
Transaction fees will either be included in the client’s advisory fee or billed separately to the
client depending on the fee schedule of the Custodian selected by the client.
The APM Program is operated as a directed brokerage account meaning that the client can
select or “direct” their trading activity to one of the following Custodians: National Financial
Services, Inc. (with brokerage through B. Riley Wealth Management, Inc., a BRWA affiliate),
Charles Schwab & Co., Fidelity Brokerage Services, LLC, and any other Custodian BRWA may
make available.
Additionally, BRWA offers a program for accounts held by a Custodian other than those listed
above pursuant to which IARs provide advisory services with respect to variable annuity
products, plans such as 401(k)s, 403(b)s, mutual funds, and retirement funds. The IAR provides
investment advice regarding the investment and reallocation of assets among sub-accounts
offered by the insurance company that issues a variable annuity, or investment options offered
by 401(k)s, 403(b)s, mutual funds, and other plans in accordance with a client risk tolerance
questionnaire. These services are offered on a discretionary or non-discretionary basis.
Third-Party Managed: BRWA Programs Operated Using the Envestnet Platform
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BRWA also offers multiple programs utilizing the Envestnet Asset Management, Inc. platform (the
“Envestnet Programs”). Assets can be held by, and transactions executed through, the Custodians
selected by the client. The Envestnet Programs currently offered include: the Private Managers
Program for Separately Managed Accounts (“SMA”) the Unified Managers Program (“UMA”), and
the Fund Strategists Portfolio (“FSP”) program.
The processes for implementing the Envestnet Programs, as well as Envestnet’s process for
selecting, evaluating, and monitoring approved Managers, are more fully described in Envestnet’s
ADV Part 2A. You may be restricted in your ability to directly contact and consult with Managers,
but your IAR is available to address any questions, issues, or concerns regarding these Managers.
Under each of the Programs, discretionary authority is granted to manage assets held in the
accounts, as well as to change Managers. BRWA and Envestnet does not generally exercise
discretion to change Managers. BRWA will recommend replacement of Managers at any time the
client’s investment objectives, as communicated to BRWA, change so as to make replacement
appropriate or if BRWA believes the Manager is not performing as well as expected, or if a Manager
is removed from the Program.
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The Envestnet Programs are charged fees including, but not limited to, advisory, execution,
custodial and reporting services, and Manager fees, when applicable. The AUM fee for these
Programs, which should not exceed 2.75%, is negotiated between BRWA and the client and
included in the Statement of Investment Selection for the Program.
Envestnet Programs are also available as wrap fee programs. More information on this is available
in our ADV 2A, Appendix I (Wrap Fee Brochure).
Envestnet Programs are operated as directed brokerage accounts meaning that the client can select
or “direct” their trading activity to one of the following Brokers/Custodians: National Financial
Services, Inc. (with brokerage through BRWM, a BRWA affiliate), Charles Schwab & Co., Fidelity
Brokerage Services, LLC, and any others BRWA may make available.
Separately Managed Account (“SMA”)
For clients selecting the Private Managers Program for separately managed accounts, the
client is offered access to an actively managed investment portfolio chosen from a roster of
independent, third-party Managers from a variety of disciplines. An SMA is a portfolio of
individually owned securities, including mutual funds, ETFs, closed-end funds, unit
investment trusts (“UITs”), and real estate investment trusts (REITs”) (collectively “Funds”)
that can be tailored to fit a client’s investing preferences. Clients may also select individual
Funds through the SMA Program. Envestnet retains the Managers for portfolio management
services in connection with the SMA Program through separate agreements entered into
between Envestnet and the Manager on terms and conditions that Envestnet deems
appropriate. The minimum account size for this program is $100,000 per account for equity and
balanced portfolios; $250,000 for fixed income portfolios. The minimum for each mutual fund is
$2,500 per fund. Certain Managers may have higher or lower minimums than stated above in
their sole discretion.
Unified Managers Program (“UMA”)
For clients using the UMA program, the client is offered a single portfolio that accesses
multiple Managers and Funds, representing various asset classes, that is customized by the IAR
on a discretionary basis. IARs further customize the portfolios by selecting the specific,
underlying investment strategies or Funds in the portfolio to meet the client’s needs. Once the
IAR has established the content of the portfolio, Envestnet provides overlay management
services for UMA accounts and implements trade orders based on the directions of the
investment strategies contained in the UMA portfolio. The minimum account size for the UMA
program is typically $150,000 per model allocation, which may be negotiable. Certain Managers
in the Program may have minimums applicable to the sleeve that they manage.
Fund Strategist Portfolio Program (“FSP Program”)
The FSP Program is a discretionary program which allocates Funds based on a predetermined
asset allocation model. Under a licensing agreement with the Manager, Envestnet provides
administrative and other trade management services to the Program.
Alternatively, accounts may participate in proprietary asset allocation models offered through
B. Riley Wealth Investment Solutions Discretionary Management (W.I.S.D.M.). This internally
managed asset allocation model program offers 24 unique mutual fund and ETF asset
allocation models. Account minimums are $15,000 for mutual fund asset allocation model
portfolios and $25,000 for ETF asset allocation model portfolios.
Other Third-Party Managed Programs Available
Brinker Managed Portfolios, SEI Managed Portfolios, & AssetMark
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Brinker Capital offers a multi-asset class investment solution through their Core Asset
Manager and Wealth Advisory programs. Brinker Capital’s overall investment philosophy
revolves around multi-asset class investing. These programs will include various strategies
including investing in SMAs, mutual funds and ETFs as well as tailoring individual portfolios
through a Brinker portfolio manager. The minimum for these programs begins at $500,000 and
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fees may vary depending on account size. National Financial Services, Inc. is the custodian
and clearing platform for Brinker Capital accounts.
SEI offers multiple investment strategies to fulfill the goals and objectives of the client. These
strategies cover tax-managed, retirement income distribution, and tactical diversification to
meet the needs of a client. The available strategies are offered through mutual fund, ETF, and
managed account programs which SEI custodies directly.
AssetMark accounts will have the funds put in a discretionary asset management program that is
based on the client’s investment objectives, risk tolerance and financial profile. A client choosing
AssetMark products may be invested in mutual funds and exchange-traded funds, or with
customized programs including separately managed accounts, investments in equities, bonds, and
other securities may be included in the investment mix. Clients may select the Custodian for this
Program.
B.) Financial Planning & Consulting Services
Certain IARs provide personal financial planning tailored to the individual needs of the client.
Financial planning services are billed either on a flat fee or on an hourly basis as negotiated between
the IAR and the client. Under the client Agreement, the IAR develops a financial plan, which
provides the client with a financial analysis and recommendations or provides other financial
planning services in addition to or in lieu of a financial plan. The services take into account detailed
information about the client’s personal and family situation, financial condition, investment
objectives, risk tolerance, time horizon, estate and retirement plans, trust agreements, wills,
investments, and insurance. Based on this information, an IAR will prepare a written financial plan
to help the client achieve their financial goals and objectives. When appropriate, IARs may agree
to provide specific advice on more limited topics such as:
• budgeting,
• estate organization,
• income tax and spending analysis,
• cash needs at death,
• income needs of surviving dependents,
• analysis of retirement strategies, or
• analysis of investment alternatives.
If the client elects to engage the IAR, the planning services may include recommendations
regarding the types of investment products or securities that may be appropriate for the client to
consider, along with various financial strategies by which certain investment recommendations can
be implemented. If a financial plan includes recommendations regarding investments, the client
has a choice where to implement those recommendations and can use investment advisors or
broker-dealers other than BRWA or its affiliates. Clients are under no obligation to purchase any
products or follow any course of action recommended by an IAR. Further, neither the IAR nor the
Firm will provide any legal or tax advice to any clients.
Assets Under Management
As of December 31, 2025, B. Riley Wealth Advisors manages approximately $2,793,394,985 in client
assets on a discretionary basis and $1,418,236,097 in client assets on a non-discretionary basis.
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Item 5 – Fees & Compensation
General Fee Practices
time needed to manage an account among other
factors. The Firm has a maximum allowable
AUM Fee of 2.75% per year in Firm sponsored
Programs.
The specific manner in which fees are charged
by BRWA is established in the Advisory
Agreement and/or Statement of Investment
Selection.
Please note
is engaged,
if a Sub-adviser
account fees may be higher than they would
have been had the Sub-adviser not been
engaged. Sub-advisers may not be willing to
negotiate their fees, and the Firm
is not
authorized to negotiate their fees. Clients
should carefully review each Sub-adviser
Disclosure Document, the chosen Program’s
separate Wrap Fee Brochure and the Advisory
Agreement before investing.
Under the Wrap Fee Programs, BRWA charges
a percentage fee on all Program Assets. The fee
covers all expenses for brokerage, clearance,
settlement, and custodial services as well as all
investment advice. The Advisory Agreement
will state the specific Wrap Fee applicable to
each Account. For more details on the Wrap
Fee and Wrap Programs, please refer to our
ADV 2A, Appendix I (Wrap Fee Brochure). The
method for calculating the Wrap Fee for each
Wrap Fee Program is described in the Wrap Fee
Brochure.
from
The AUM Fee and other administrative fees are
deducted automatically from the account on a
calendar quarter in advance. The initial AUM
Fee for the first calendar quarter or portion
thereof in which the client participates in the
Program is calculated based on the assets in the
account and prorated based on the number of
calendar days remaining in the partial quarter
from the date the account is accepted by
BRWA. Thereafter, the AUM Fee is calculated
at the beginning of each calendar quarter based
on the value of Program Assets on the last
business day of the prior calendar quarter.
However, if an account is opened in the last
month of a calendar quarter, the AUM Fee will
be calculated and debited for the remaining
period in the calendar quarter plus the next
calendar quarter on or about the day after initial
Program Assets are placed into the Program. If
the Advisory Agreement is terminated and all
Program Assets are withdrawn
the
Program prior to the end of a quarter, the pro
rata portion of the Program Fee will be
reimbursed to the client.
funds, unit
investment
they recommended another
related
fees
BRWA will receive the AUM Fee (wrap or non-
wrap) and/or the Financial Planning/Consulting
Fee. It will share this compensation with your
IAR according to the Firm separate agreement
with IAR. It is possible that the amount of
compensation received, directly or indirectly, by
the Firm or IAR in recommending a particular
fee arrangement may be more than the amount
of compensation the Firm or IAR would receive
investment
if
program.
AUM Fee
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the service,
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The Wrap Fee does not cover amounts charged
for any of the following (collectively, “Excluded
Expenses”): internal fees or expenses which
may be associated with an account’s
investments
limitation,
(including without
internal operating or investment expenses of
mutual
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 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;
in
offering discounts and
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
.
AUM Fees and certain account terms are
negotiated on a case-by-case basis, depending
on many factors, including the nature and
complexity of
the client’s
relationship with the Firm and Representative,
the requirements of the IAR, the size of the
account, the potential for other business or
clients, the amount of work anticipated, and the
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investments made for an account. All Excluded
Expenses may be direct or indirect expenses
and are borne by the account in addition to the
Wrap Fee.
allowable and will vary depending upon 1) the
IAR providing the services; 2) the complexity of
the client’s situation and the services to be
provided; 3) prior or anticipated relationships;
and 4) the possibility for additional business, as
determined by the IAR within their discretion.
All Agreements must be approved by the Firm.
in any agreement with
In addition to the Wrap Fee, clients are
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
the
Custodian or other third parties.
the client
to
terminate
Financial Planning arrangements terminate
upon completion of the services described in
the Advisory Agreement. Clients may terminate
the Agreement at any time and will receive a
prorated refund of the Fee based on the
proportion of the total services the IAR has
performed through the date the Firm receives
written notice of such termination. Consultation
services end when the Firm receives written
the
from
notice
arrangement.
Additional Fees or Compensation
include:
Clients should consider all fees and expenses
to fully understand the total amount of fees and
expenses to be paid by the account and to
evaluate the advisory services being provided.
The fees and expenses related to money market
funds, mutual funds or ETFs are disclosed in
their respective prospectuses. When clients
choose to participate in an advisory program,
they acknowledge that they could purchase
money market funds, mutual funds or ETF’s
directly without paying the Wrap Fee.
foreign securities; (iii)
the
regarding charges and
to carry
tax
lot
For unbundled Wrap Fee accounts (“Non-
Wrap Fee” accounts), the Firm charges a
percentage fee on all Program Assets that
covers
investment advisory services
provided by the Firm. Clients pay a separate fee
to the designated Custodian for brokerage,
clearing, and custodial services. To determine
whether a Non-Wrap Fee account is a suitable
alternative, clients should evaluate the fee paid
to the Firm for investment advice, as well as the
anticipated fees to be charged by a third-party
Custodian for brokerage and custodial services
taking into consideration the client’s personal
circumstances. Clients may pay more or less in
total fees in a Non-Wrap Fee account than in a
Wrap Fee Program that provides for one fee for
the combination of advisory, brokerage, and
custodial services.
Financial Planning & Consulting Fee
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Each IAR establishes the fee schedule for the
financial planning services provided. The client
and the IAR will negotiate the fee schedule
before entering into a planning or consulting
arrangement. Fees for financial planning may
be charged on an hourly basis. Fees may also be
negotiated as a flat fee. Ongoing consultation
fees may be calculated as a percentage of
assets and billed quarterly. Fee discounts are
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Additional fees, which will be separately borne
(i) dealer markups,
by clients,
markdowns or spreads by non-affiliated broker-
dealers charged on transactions in over-the-
counter securities; (ii) costs relating to trading
internal
in certain
charges and fees such as fund operating
expenses, management fees, redemption fees,
12b-1 fee and other fees and expenses or other
regulatory fees imposed by any Fund; further
information
fees
assessed by any Fund can be found in the
appropriate prospectus or offering document;
(iv) brokerage commissions or other charges
imposed by broker-dealers or entities other
than the Broker/Custodian if and when trades
are cleared by another broker-dealer; (v) the
information on
charge
transferred mutual funds or other investment
vehicles; (vi) postage and handling charges,
ticket charges, returned check charges, transfer
taxes, stock exchange fees or other fees
mandated by law; and (vii) any brokerage
commissions or other charges, including
contingent deferred sales charges (“CDSC”)
imposed upon the
liquidation of “in-kind
assets” that are transferred into the Program. In
addition to the redemption fees described
above, a client will generally incur redemption
fees when the Advisor determines that it is in
the client’s best interests, in conjunction with
the stated goals of the investment strategy, to
divest from certain funds prior to the expiration
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balances in money market funds or other
depository products increase. Consequently,
the possibility of this compensation creates an
incentive for the Firm to make decisions for the
the effect of
account which would have
increasing this compensation.
of the minimum holding period of the funds.
Some mutual funds also assess redemption
fees to investors upon the short-term sale of its
funds. Depending on the particular mutual
fund, this may include sales for rebalancing
purposes. Please see the prospectus for the
specific mutual fund for detailed information
regarding such fees.
that are charged
to clients by
funds, ETFs, or
It is possible that the compensation received,
directly or indirectly, by the Firm or the IAR for
recommending a Wrap Fee Program may be
more than the compensation the Firm or IAR
would receive if they recommended another
program. Consequently, the Firm and IAR
would have a financial incentive to recommend
a wrap program over other programs or services
that might meet your needs at a lower cost (such
as, mutual
fee-plus-
commission arrangements).
the Firm has performed,
IRAs). See
include a
Program fees do not cover certain custodial
fees
the
Broker/Custodian. A Broker/Custodian might
charge a minimum account fee. Clients also
may be charged for specific account services,
such as ACAT transfers, electronic fund and
wire transfer charges, and for other optional
services elected by clients. Similarly, Program
fees do not cover certain non-brokerage-related
fees such as individual retirement account
(“IRA”), trustee or Custodian fees and tax-
qualified retirement plan account fees and
annual and termination fees for retirement
Item 12,
accounts (such as
“Brokerage Practices.” To the extent permitted
by law, Brokers can act on a principal basis. The
Broker would retain any mark-ups, mark-downs
or “spreads” associated with any such
transaction in which it acts as principal. In
limited cases, with prior client consent, BRWA
affiliates can act as principal.
services
than other
Conflicts of Interest
to
the
Firm
or
Please note that the amounts charged to your
account for services, fees, expenses, or costs
that
incurred,
advanced, or paid on the account’s behalf
(whether billed to you, the account, or the Firm)
will
reasonable profit, unless
prohibited under applicable laws, regulations,
or rules. The existence of this profit creates a
conflict of interest that could influence the Firm
to
recommend opening or maintaining
Accounts that may have higher costs or less
favorable
suitable
alternatives which do not provide equivalent
compensation
the
Representative.
the
interest earnings
If you choose to participate in a cash sweep
program, you may pay more in Program fees
than
that may be
generated by these cash and cash equivalent
assets.
sub-adviser,
distributor,
the
time
the brokerage account
funds
is
found
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Smaller accounts may be affected more due to
fee structures that favor larger accounts. There
are differing risks and account protection
features between the sweep options. For further
information about the cash sweep options,
including fees associated with the sweep
products, please review the Client Account
Agreement, which is provided by the Custodian
is
at
established. Additional information about the
money market
their
prospectuses.
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Generally, account balances in money market
funds are included as part of the value of the
account. Consequently, any AUM fees owed
under the Advisory Agreement will be based, in
part, on the balances in these investments. In
addition, Broker/Custodian may serve as
or
adviser,
administrator to certain money market funds
and receive compensation for those services.
Certain money market funds may also pay
shareholder
servicing,
shareholder
communication, sub- accounting, and 12b-1
fees and charges to the Broker/Custodian, as
well as fees for the execution of purchases of
the money market fund shares, or for trade
clearance, settlement, custodial or other
functions ancillary thereto. These fees and
charges are expenses of the money market
funds, which the client will bear, indirectly, as a
money market fund shareholder.
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Additional disclosures regarding the Bank
Deposit Sweep Program (BDSP), including the
potential for a net negative yield on cash
The Firm’s proportionate share of
this
compensation will increase as the aggregate
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you should
read
balances after deduction of advisory fees, and
the No Transaction Fee (NTF) Program conflict
of interest, are set forth in Item 12, “Brokerage
Practices,” which
in
conjunction with this section.
return
linked
indices. In most cases Third-Party Broker
receives a fee from the issuing institution for the
distribution of structured products. When a
BRWA client purchases structured products,
the Firm’s affiliate, BRWM, receives a referral
fee from Third-Party Broker based on the
transaction amount. This revenue creates a
potential conflict of interest for recommending
structured products and referring transaction
to Third-Party Broker because of the referral fee
our affiliate receives. The Firm mitigates this
conflict by disclosing it you and reviewing
structured product transactions for your best
interest.
The Firm’s affiliate broker-dealer, BRWM, has
entered into a referral agreement with a third-
party executing broker (“Third-Party Broker”) to
purchase structured products we recommend
to our clients. Structured products are generally
defined as certificates of deposit and/or notes
issued by an institution, which provides a rate
equities,
to
of
stocks,
commodities, currencies,
interest rates or
Item 6 – Performance Based Fees and Side by Side Management
In general, the Firm does not charge or accept performance-based fees.
Item 7 – Types of Clients
BRWA provides investment advisory services to individuals, high net worth individuals, pension plans,
profit sharing plans, 401(k) plans, trusts, estates, charitable organizations, corporations, and other
business entities. Advisory accounts generally have minimum account size requirements of $25,000,
which is negotiable, depending on the client household, relationship, type, and size of the account.
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis
Each IAR has access to various research reports and model portfolios to which he or she may refer in
determining investment advice provided to clients. Each IAR chooses his or her own research methods,
investment style, and management philosophy. Accordingly, the investment advice provided to each
client varies from one IAR to another.
It is important to note that no methodology, investment style, or investment strategy is guaranteed to be
successful or profitable or can guarantee a client against loss. The investment strategies and advice
varies depending upon each client’s specific financial situation. As such, IARs determine investments
and allocations based upon clients’ predefined objectives, risk tolerance, time horizon, financial
horizon, financial information, liquidity needs, and other various suitability factors. Clients’ restrictions
and guidelines can affect the composition of client portfolios. BRWA IARs use a variety of investment
analysis techniques to analyze the securities they purchase or sell on behalf of clients, which might
include: fundamental research, chart or technical analysis, cyclical analysis, and asset allocation. IARs
may also utilize and rely on research reports from the Research Department of our affiliate broker-dealer,
B. Riley Securities. This creates a conflict of interest because B. Riley Securities has a financial interest
in the investment conclusions and recommendations contained in its research, and its research may
cover or favor securities in which B. Riley Securities acts as underwriter or market maker. Clients should
be aware of this conflict when evaluating investment recommendations based in part on B. Riley
Securities research.
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Investment Strategies
As a Firm, BRWA does not establish and follow any specific investment strategy, other than as may be
set forth in a particular Wrap Fee Program. Aside from any Wrap Fee Program parameters, each IAR
may determine the strategies and products to be used to achieve the objectives of the account. Subject
to the Advisory Agreement, including the Statement of Investment Selection, or as otherwise provided
in this Brochure or in any disclosure document, the chosen strategies may include, among others, long-
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term purchases, short-term purchases, day-trading (securities bought and sold within 30 days), short
sales, margin transactions, or option transactions or strategies. Each IAR may choose to use any one
or more of these or other strategies. If a Sub-adviser or other Manager is engaged to provide services
under a Program, the Sub-adviser or Manager will determine the strategies and investments to be used
with respect to any account it manages.
Risk of Loss
You should understand that past performance is not indicative of future results. Therefore, you should
never assume that future performance of any specific investment or investment strategy will be
profitable. Investing in securities (i.e., stocks, mutual funds, bonds, etc.) involves risk of loss.
Furthermore, depending on the different types of investments, there may be varying degrees of risk. You
should be prepared to bear investment loss including the total loss of your original principal. Because
of the inherent risk of loss associated with investing, the Firm is unable to represent, guarantee, or even
imply that our services and methods of analysis can or will predict future results, successfully identify
market tops or bottoms, or insulate you from losses due to market corrections or declines.
An understanding of risk in different forms can help clients understand the opportunities, trade-offs
and costs involved with different investment approaches. The principal risk of any investment is that
despite any comprehensive analysis, the security or instrument will not perform as expected.
Item 9 – Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or
disciplinary events that would be material to an evaluation of the Firm or the integrity of the Firm’s
management.
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• On March 11, 2019, National Asset Management, Inc., (now known as “BRWA”), along with 78
other investment advisers who voluntarily participated in the Securities and Exchange
Commission’s (“SEC”) Share Class Selection Disclosure Initiative (“Initiative”), consented to a
final resolution through an Order Instituting Administrative and Cease-and-Desist Proceedings
Pursuant to Sections 203(e) and 203(k) of the Investment Advisers act of 1940 (“Order”). Through
the Initiative, BRWA self-reported certain instances from January 1, 2015 to June 10, 2017
(“Relevant Period”) where BRWA purchased, recommended, or held for advisory clients’ mutual
funds that charged 12b-1 fees when lower-cost shares of the same fund were available. BRWA
and its advisers earned 12b-1 fees from these funds and this created a conflict that BRWA did not
fully disclosed to its clients through its Form ADV or disclosure documents. The SEC found this
practice violated Sections 206(2) and 207 of the Advisers Act. To resolve the issue, and without
admitting or denying the findings, BRWA consented to cease- and desist this practice, to pay
disgorgement of $664,006 and interest of $69,417. BRWA distributed these funds to each affected
investor who purchased or held shares during the Relevant Period, in an amount representing the
12b-1 fees, plus interest. Payment distribution was subject to a de minimus threshold, and subject
to a review by the SEC. Additionally, BRWA agreed to update its relevant disclosures related to
12b-1 fees, evaluate whether existing clients should be moved to lower-cost shares, and notify
affected customers of the settlement terms. Because BRWA self-reported this violation to the
SEC, no civil penalties were imposed. The full Order may be found at https://www.sec.gov/.
• On October 26, 2015, National Asset Management, Inc. (“BRWA”) consented to an Order of the
U.S. Securities and Exchange Commission (“SEC”) in an administrative proceeding initiated
under the Investment Advisers Act of 1940 (“Advisers Act”). As described in the Summary
section of the Order, the proceeding concerns several disclosure and compliance- related
violations and events during the years from 2008 through 2012. The Order found that BRWA (1)
failed to disclose to advisory clients in writing or obtain client consent to over 21,000 securities
trades executed in a principal capacity, (2) failed to report in its SEC filings and timely disclose to
clients the disciplinary histories of several of its associated persons, (3) failed to properly enforce
its Code of Ethics when its then CEO, several directors, and many of its employees failed to submit
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hundreds of required reports on their personal securities trading to BRWA, (4) failed to adopt and
implement compliance policies and procedures reasonably designed to prevent violations of
certain provisions of the Advisers Act and the rules thereunder, and (5) failed to conduct one
required annual review of its compliance policies and procedures. BRWA agreed to the
imposition of a censure, a civil monetary penalty of $200,000, and certain undertakings, including
the appointment of an independent compliance consultant to review and make recommendations
regarding certain parts of BRWA’s compliance policies and procedures. The Order did not find
an intent to deceive. It did find that BRWA refunded to its clients the inappropriately assessed
markups and markdowns on the 21,000 trades, took prompt remedial action, and cooperated with
the SEC’s investigation.
Item 10 – Other Financial Industry Activities and Affiliation
This
accounts) when making
deferred sales charges, on-going servicing
fees, and other compensation because of a
client’s purchase of the insurance product.
Consequently, these IARs have a conflict of
interest in recommending that their client
purchase insurance products.
Please be aware that you are under no
obligation to engage BRWM as broker-
dealer, to effect securities transactions, or to
purchase any other products from or through
an affiliate or any of the IARs acting on its
behalf. Investors should be aware that, in
addition to the above-mentioned entities, the
following are directly or indirectly owned by
B. Riley Financial and, as a result, are under
common ownership with B. Riley Wealth
Advisors: B. Riley Wealth Private Shares,
LLC, an SEC registered investment adviser;
B. Riley Venture Capital, LLC, an SEC
exempt reporting adviser; and B. Riley
Securities, Inc., a FINRA registered broker-
dealer. B. Riley Financial therefore has the
ability to influence the management and
operation of all of its affiliated entities.
clients
to
receive a portion of
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Other Financial Industry Activities
BRWA may act as a solicitor and refer some
BRWA
other Registered
Investment Advisors. In doing so, BRWA
receives a portion of the fees charged by
those Advisors, which varies depending on
the solicitor arrangements with each one.
IARs
the asset
management fees paid to BRWA by these
Advisors.
The Firm or its IARs may also be engaged to
provide
related
advisory services outside a traditional wrap
fee arrangement. In this case, additional fees
for these related services will be detailed
under a separate agreement and shared
.
Affiliate Relationships
B. Riley Wealth Advisors is affiliated with B.
Riley Wealth Management, Inc. (“BRWM”), a
is
FINRA registered broker-dealer.
material to our advisory business because a
majority of BRWA’s advisory accounts are held
by BRWM as introducing broker-dealer to its
clearing firm, and National Financial Services
(“NFS”). BRWA’s principal executive officers,
and most of its IARs, are also Registered
Representatives of BRWM. Your IAR will take
into consideration all types of accounts that
could be offered (i.e., both brokerage and
advisory
the
recommendation of an account that is in your
best interest.
BRWM executes orders received from BRWA
clients on an agency basis and receives revenue
from transaction fees. BRWA uses certain
BRWM facilities, administrative systems and
fully
technology, and does not currently
reimburse BRWM for the cost of those services.
BRWM receives revenue generated through
trade execution, margin interest, etc. for the
accounts it holds.
Additionally, certain Firm employees provide
tax/accounting services and sell
insurance
products through affiliated entities. Tax and
accounting services are offered through B.
Riley Wealth Tax Services, Inc. Fixed insurance
products are offered through B. Riley Wealth
Insurance, Inc. IARs may be authorized to offer
and sell some or all of the following insurance
products: fixed life & annuities, disability, long
term care, and employer benefit products.
Service arrangements with our affiliated entities
present a conflict of interest because we have a
financial incentive to recommend our affiliates’
services. See Item 12, “Brokerage Practices.”
For example, an IAR whose client purchases an
insurance product will receive commissions,
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B. Riley Wealth Advisors: 03/2026
14
the clients of such businesses may compete for
the time and attention of the Firm, principal
executive officers, and IARs, and possibly, for
limited investment opportunities, all of which
can create conflicts of interest. Please refer to
Item 5 for further information with respect to
compensation and conflicts of
interest
involving the Firm and IARs. Although the Firm
will endeavor to place your interests first, the
conflicts of interest described in this Brochure
can influence the recommendations made or
actions taken regarding your Account.
between the Firm and the IAR. You have no
obligation to accept such services.
The Firm and IAR will devote as much time as
they believe necessary to help you achieve your
investment objectives. They will not devote all
or any specific portion of their working time to
your affairs, and they may devote a portion of
their time to other matters. Further, the Firm and
its affiliates as well as IARs may organize or
become involved with other clients or in other
business ventures, including other investment-
related businesses. Such other businesses and
Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading
Code of Ethics
BRWA has adopted a Code of Ethics expressing the Firm’s commitment to ethical conduct. The Code
of Ethics includes provisions relating to the confidentiality of client information, a prohibition on trading
on the basis of inside information, restrictions on the acceptance of significant gifts, and the initial,
quarterly, and annual reporting of personal securities holdings and trading activity, among other things.
All supervised persons at BRWA must acknowledge the terms of the Code of Ethics annually, and when
it is amended. BRWA’s clients or prospective clients may request a copy of the Firm's Code of Ethics
by contacting BRWA’s Chief Compliance Officer at the Firm’s principal address.
Participation or Interest in Client Transactions
Officers, directors, IARs, and other supervised persons of BRWA, and its affiliates may trade for their
own accounts in securities which are recommended to and/or purchased for BRWA’s clients and at or
about the same time as clients, subject to applicable laws. Trades by certain of these persons may
present a conflict of interest. BRWA addresses the conflicts through supervisory reviews that monitor
whether an IAR’s or other access persons’ personal trading is consistent with recommendations made
to clients, and pro rata allocations. See Item 12, Block Trades, for more information.
In limited cases, with prior client consent, BRWA affiliates may act as principal or permit cross trades.
Personal Trading
The Firm or any of its licensed professionals may act as an investment adviser for others, may manage
assets for others, and/or may serve as an officer, consultant, partner, or stockholder of one or more
investment partnerships or other businesses. All such activity is subject to compliance with the Firm’s
Code of Ethics and other written procedures. In doing so, the Firm or such persons may give advice,
take actions, or refrain from taking actions differing from advice given, actions taken, or actions not
taken for any client.
Item 12 – Brokerage Practices
must
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custodian), NFS, but BRWA also maintains
arrangements with Charles Schwab & Co., and
Fidelity Brokerage Services, LLC, all registered
broker-dealers & SIPC members (collectively
referred to as “Brokers/Custodians”). Certain
Programs
specific
Brokers/Custodians. Based on the client’s
Program selection, all trades for their accounts
specific
will be placed
that
through
Broker/Custodian.
The choice of which
Broker/Custodian to utilize is determined by the
.
The Custodians & Brokers We Use
BRWA does not maintain custody of your
assets that we manage/advise on (although we
may be deemed to have custody of your assets
if you give us authority to withdraw assets from
your account). Your assets must be maintained
in an account at a “qualified custodian,”
generally a broker-dealer. As discussed in Item
10, BRWA generally uses its affiliated broker-
dealer, BRWM, which introduces accounts to
its clearing firm (also referred to as the
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client in consultation with their IAR, and a client
opens an account with
the applicable
Broker/Custodian by entering into a separate
Custodial/Clearing Agreement with
the
selected Broker/Custodian.
Recommendation of Brokers
the most
When selecting Brokers/Custodians for its
Programs, including BRWM & its clearing
firm, BRWA considers the following:
• Execution factors,
incentive
including execution
speed, execution percentage within
national best bid and offer, and execution
percentage with price improvement;
• Quality of overall execution services
provided by the Broker;
reputation
• Creditworthiness, business
and stability of the Broker;
• Ability and willingness to correct trade
errors;
• Promptness and accuracy of confirmation
statements;
• Ability to access various market venues;
• The Broker’s custodial service quality and
trading platforms; and
• Ticket charges by the Broker.
other
services
provided
by
the services provided by
trading
its
interest
in receiving
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clients’ assets in accounts reaches a certain
threshold. The availability of these services
from Broker/Custodian benefits us because we
do not have to pay for these additional services.
The fact that we receive these services from
Broker/Custodian is an incentive for us to
recommend the use of Broker/Custodian rather
than making such a decision based exclusively
on your interest in receiving the best value in
favorable
custody services and
execution of your transactions. This is a conflict
of interest.
Additionally, BRWA has an
to
recommend our affiliate, BRWM, based on our
interest in receiving the benefits, rather than on
clients’ interests in receiving most favorable
execution. As described in Item 4, NFS acts as
the clearing firm/custodian for BRWM. Under
such an arrangement, the client maintains a
brokerage account with BRWM, with trades
routed for execution directly by NFS. BRWM
maintains a clearing arrangement with NFS that
permits execution of transactions at negotiated
clearing rates and use by BRWM of trading and
operations systems provided by NFS, including
research, account look-up, and reporting and
presentation software. BRWA’s affiliates also
receive certain discounts from NFS, which vary
depending on the volume of trades BRWM
originates. This could give BRWA an incentive
to generate more frequent trading in clients’
accounts, and
through
to direct
BRWM/NFS.
In addition, BRWM receives
revenue from NFS on client cash balances in
money market funds, free credit balances, and
margin debits. By receiving the benefits from
NFS described above, BRWA/BRWM receives
a benefit by virtue of transaction fees paid by
clients to BRWM/NFS. Accordingly, BRWA
has an incentive to recommend BRWM/NFS
based on
those
products, services or fees, rather than on
clients’ interests in receiving most favorable
execution. BRWA’s affiliated broker-dealer,
BRWM, and its clearing firm may receive
compensation or other consideration
for
routing orders to particular brokers/market
centers for execution. Those Brokers provide
reports (Rule 606 reports) regarding order
routing practices, which identify the significant
venues, as defined in the rule, where orders
were routed in listed equity securities and listed
options, as well as order routing details. The
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The Firm monitors the quality of the execution
and
the
Brokers/Custodians to evaluate the quality and
the
costs of
Brokers/Custodians. While quality of execution
at the best price is an important determinant,
best execution does not necessarily mean
lowest price and it is not the sole consideration.
At least annually, BRWA evaluates them using
the factors above, and reviews best execution
reports provided by the account custodians that
demonstrate their own compliance with best
execution requirements and order routing. In
evaluating the use of affiliated brokers, BRWA
assesses the above factors in the same manner
as any other broker-dealer. Affiliated firms may
not be favored over unaffiliated broker-dealers.
BRWA does not have any traditional soft-dollar
arrangements. However, as discussed below
and throughout this Brochure, BRWA and its
affiliates receive benefits from some of its
relationships with Brokers/Custodians, which it
does not have
for.
Brokers/Custodians may agree to pay for
certain technology, research, or marketing
products and services once the value of our
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quarterly routing reports are available on the
Broker’s websites.
Directed Brokerage
for all
amount or structure of management fees.
When BRWA IARs combine orders, each
participating account pays an average price per
share
transactions and pays a
proportionate share of all transaction costs.
Accounts owned by IARs associated with our
Firm are permitted to participate in block trading
with client accounts and receive pro rata
allocations.
BRWA operates its Programs as a directed
brokerage meaning that
in the Advisory
Agreement you agree to direct all purchases,
sales, exchanges, redemptions, or other
transactions for the account through a named
Broker/Custodian. BRWA does not require a
client to utilize a particular Broker/Custodian
and currently has relationships with a number
of Brokers/Custodians (listed above) that
provide brokerage, clearing, and custody
services to clients in the Programs.
is no
values are not available
from
Please be advised the Firm’s requirement to
place all transactions through a selected
Broker/Custodian
is a material conflict of
interest. Not all advisers require clients to
direct brokerage. Clients should understand
that different Brokers/Custodians have different
transaction fee schedules for different types of
clients and securities. BRWA believes that
there
inherently superior custodial
platform based on transactional fees alone. In
addition, the price for transaction execution
represents just one factor among many in
selecting available Brokers/Custodians for its
Programs.
Valuation
Except as otherwise provided in the Advisory
Agreement, the "value” of an account (and any
asset of the account) in any of the Programs will
be the sum of the long and short market values
of all cash and securities (including without
limitation stocks, bonds, mutual funds, money
market funds, and ETFs), and the credit
balances and cash balances in any Depository
Product or similar bank demand deposit
account. Margin debit balances do not reduce
the value of the account. In determining values,
the Firm will use the prices as of the close of
trading on the trade date nearest to the date
such valuation is being calculated, as reported
by the chosen Broker/Custodian through the
electronic information system provided to the
Firm.
If
the
Broker/Custodian, or if the Firm believes a
reported value does not accurately reflect the
fair value of the account or any asset of the
account, the Firm will consider the following,
among other information, in determining the
fair value:
An IAR has a fiduciary duty to clients and is not
permitted to place a client in a Program based
on the IAR’s interests or the interest of BRWA
or its affiliates. In some cases, advisors for
which BRWA acts as Sub-advisor direct
BRWA to use a specific Broker/Custodian for
execution. An obligation to use a particular
Broker/Custodian because of contract or
operational limitations may limit the ability to
achieve best execution.
Block Trades
• the bid prices of the
last recorded
transaction for listed securities, options,
and over-the-counter NASDAQ securities;
• the mutual fund's most recently reported
net asset value, as computed by the fund.
We will utilize information provided by services
believed to be reliable. If any prices are
unavailable or believed to be unreliable, we will
determine prices in good faith to reflect our
understanding of fair market value.
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Margin
If you choose to use margin, you should be
aware that the margin debit balance will not
reduce the market value of the account’s assets
and will therefore increase the AUM fee. The
increased AUM fee may provide an incentive for
the Firm and Representative to recommend
We may privately negotiate certain high-volume
transactions in the same security purchased for
multiple advisory accounts at the same time to
obtain better pricing which is referred to as
“block trading.” We do this to obtain optimal
execution for clients. Once executed, we
allocate the shares to participating accounts in
a fair and equitable manner. The distribution of
the shares purchased is typically pro rata based
on size of the orders placed for each account. It
is not based on account performance or the
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Margin Disclosure Statement and the account’s
Terms and Conditions for more details on the
risks of margin use.
portfolio strategies or third-party Managers
who use margin strategies.
The use of margin is not suitable for all
investors, since it increases leverage in the
account and therefore its risk. Please see the
Item 13 – Review of Accounts
in
the Advisory
Reviews and Reviewers
as specifically provided
Agreement.
for
IARs and
reasonably
Other Client Communication
At least annually, your Representative will
contact you to determine whether there have
been changes in the Suitability Information,
including whether you wish to impose new
investment restrictions or modify existing
restrictions to the extent allowable under the
terms of a particular investment strategy or
the Firm will make
Program.
for
available
themselves
consultation.
You will retain, with respect to all securities and
funds in the account, to the same extent as if
you held the securities and funds outside of the
Program, the right to:
The Firm considers account
reviews a
continuous process, with the frequency and
nature of the review dependent on several
factors and situations, such as: whether the
account is managed on a discretionary basis,
the buying or selling of a security, balancing
tax planning, raising or
gains/losses
lowering cash based on market conditions,
investing new capital contributions, and
adjusting overall portfolio composition in an
effort to maximize returns given current market
conditions.
At various times, depending on the nature and
reason for the review, the Firm may review the
suitability of the Program in which the account
participates, the securities held within the
account, and your financial resources and time
horizon (“Suitability Information”). The Firm
uses electronic review systems that record all
daily transactions and monitor client portfolios.
The Firm has established a team within the
Supervision Department to perform account
portfolio reviews.
• withdraw securities or cash;
• vote securities or delegate the authority to
vote securities to another person;
• proceed directly as a security holder against
the issuer of any security in the account and
not be obligated to join any person involved in
the Program or any other client, as a condition
precedent to initiating such proceeding.
Reports
All clients (other than financial planning
clients) will receive the following reports from
the Custodian:
The accounts of clients receiving financial
planning services will be reviewed, if at all, as
provided in the Agreement. The review will be
conducted by the IAR, unless otherwise stated
in the Agreement. Financial planning clients
will receive only the reports described in their
Agreement.
account,
all
contributions
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• confirmation of each securities transaction
(unless the client waives receipt);
• all other documents required by law to be
provided to security holders; and
• a quarterly statement reflecting all activity in
the account during the preceding period,
including all transactions made on behalf of
and
the
withdrawals, all fees and expenses, and the
value of the Account at the beginning and end
of the period.
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The Advisory Agreement for some Programs
may provide for additional reports. Accounts
will receive performance or other reports only
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Item 14 – Client Referrals and Other Compensation
Client Referrals
organizational consulting, education, training,
and marketing support.
from
time
to
the Programs.
investment managers,
sub-advisers
for mutual
the
time
the referral
IARs)
to
terms of
time pay
BRWA may
compensation to affiliated or unaffiliated third
parties (“Solicitors”) for referring clients to
BRWA, as permitted under Rule 206(4)-1 of the
Investment Advisers Act of 1940. Such
arrangements are disclosed in writing to the
client at
is made.
Appropriate disclosure would be provided to
the client in accordance with SEC rules and the
Solicitor will be compensated by BRWA
according
the
the specific
compensation arrangement contained in the
BRWA Solicitation Agreement.
amount
in
A Sponsor may pay for annual conferences
designed to facilitate and promote the success
It may offer portfolio
of
or
strategists,
investment management firms (who may also
funds
be
recommended by BRWA or
the
opportunity to contribute to the costs of the
Firm annual conference and be identified as a
sponsor of a portion of the conference. A
Sponsor may agree to bear the cost of airfare for
certain IARs to attend the Sponsor’s annual
conference or to conduct due diligence visits to
the Sponsor’s offices. In addition, a Sponsor
may, from time to time, contribute to the costs
incurred by the Firm regarding conferences or
other client events conducted by the Firm or an
IAR.
to you
BRWA may also receive compensation for
acting as a Solicitor and referring you to a
of
Third-Party Adviser. The
the
compensation will be determined
agreement between BRWA and the Third-Party
Adviser. BRWA will act as the Solicitor and
deliver
its Solicitor’s Disclosure
Document at the time of the referral.
interests,
could,
Please note that payment of compensation to
the Firm and IARs for recommending a Third-
Party Adviser creates a conflict of interest.
Although the IARs commit to acting in your
best
the existence of such
compensation could encourage them to make
an unnecessary referral or cause them to
information about an alternative
withhold
investment option
that doesn’t provide
equivalent compensation.
Other Compensation
Furthermore, the Firm has a strong incentive to
recommend (and to continue recommending)
its investment products and services over other
products and services which might provide
better returns or better prices, but which do not
provide equivalent compensation or economic
benefits to the Firm. BRWA intends to fulfill its
fiduciary duty to act in the best interests of its
these strong economic
clients; however,
incentives
or
consciously
unconsciously, influence its decision-making.
You should consider the risk from these
influences on the Firm’s recommendations
when deciding
to begin or continue a
relationship with the Firm.
from Program accounts
advisers,
broker-dealers,
In certain cases, clearing firms or other broker-
dealers who participate in the Programs or who
custody Program accounts (each a “Sponsor”)
may agree to invest a portion of the revenues it
earns
through
allowances to BRWA, the Representatives, and
other
or
representatives whose clients participate in the
Programs.
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Other advisers may be able to provide the same
or similar services without the presence of
these conflicts of interest.
Other advisers or custodians may be able to
provide the same or similar services for a lower
cost or obtain better prices or performance.
Additionally, the Firm depends, in part, on
business referred to it by its IARs. As such, it
has a strong financial incentive to maintain or
improve its relationships with the IARs so that
they continue to make referrals.
introductions
to
and
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to participate
Benefits of NFS Relationship for BRWM
and BRWA
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The Firm may agree to provide the Sponsors
with
information
concerning itself or the IARs and allow the
Sponsors
in meetings and
workshops. In addition, the Sponsors may
agree to provide the Firm or IARs with
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mutual fund share classes (e.g., Class A, B &
C shares), mutual funds may also offer
institutional or advisor share classes (the
“lower cost share classes”) or other share
classes that are designed for purchase in an
account enrolled in an investment advisory
programs. These lower cost share classes
usually have a lower expense ratio than other
share classes. The Brokers/Custodians we
utilize may not make available all mutual fund
families or all share classes of all mutual
funds. This means that mutual funds or share
classes not available through these platforms
cannot be purchased for advisory clients.
Certain share classes may not eligible to be
purchased in connection with an advisory
relationship at certain Brokers/Custodians.
Accordingly, clients may not be invested in the
lowest cost share class offered by a mutual
fund company.
under
a
generally
result
in
respective
BRWA and its IARs who are dually registered
with BRWM have a financial incentive to
recommend or select share classes that have
higher expense ratios because such share
classes
higher
compensation. This creates a conflict of
interest.
Clients may be invested in other higher cost
share classes with higher internal expenses
when no lower cost share classes for a
particular fund is available or the client is not
eligible for the lower cost share classes due to
the inability of the client to meet the investment
minimums or any other restrictions imposed
by the custodian.
products
based
on
for BRWM, BRWA, and
For a number of our Programs, BRWA has a
conflict of interest when recommending BRWM
as introducing broker and NFS as clearing
broker (hereinafter “Clearing Firm”).
An
increase in the number of accounts, amount of
assets, or number of transactions processed
through NFS will at certain levels, help BRWM
meet its minimum monthly clearing fees. This
is an economic benefit to BRWM, even if no
additional commissions are charged.
In
addition, BRWM receives other fees from its
Clearing Firm such as rebates on money market
or margin account balances, which are based
on the number and size of the accounts and
balances carried with NFS.
Dual Registration: An IAR associated with
BRWA may also be registered with BRWA
affiliate, B. Riley Wealth Management, Inc., a
registered broker-dealer, and may render
securities brokerage services through that
commission
broker-dealer
to effect
arrangement. Clients may elect
securities transactions outside of their advisory
accounts through certain BRWA’s IARs in
their
individual capacities as
Registered Representatives of BRWM. BRWM
may charge brokerage commissions to effect
these securities transactions and thereafter, a
portion of these commissions may be paid by
BRWM to the IAR in his/her capacity as a
Registered Representative of BRWM. A client
who wishes to obtain such brokerage services
would be required to enter into a brokerage
account agreement with BRWM. The brokerage
commissions charged by BRWM may be higher
or lower than those charged by other broker-
dealers.
Dually registered IARs might receive, through
BRWM, compensation from the sale of mutual
funds, including ongoing 12b-1 fees (trails).
Dual registration presents a conflict of interest
and gives IARs an incentive to recommend
the
investment
compensation received, rather than on a client’s
needs. However, if a client establishes both an
advisory account (advised by BRWA) and a
brokerage account (through BRWM), the client
and the IAR will establish the types of
transactions that will be made in each account.
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Mutual Fund Share Classes: Mutual funds
typically offer multiple share classes available
for investment based upon certain eligibility
and/or purchase requirements. For instance,
in addition to the more commonly offered retail
Securities-Based Loans: A securities-based
loan (non-purpose loan) is one through which
a client can collateralize securities held in his
or her brokerage account to borrow funds for
uses other than purchasing more financial
securities or to pay down margin loans. Our
affiliate, BRWM receives, as a referral fee, a
portion of the interest paid on outstanding
loan balances when the client establishes a
securities-based line of credit. This creates an
incentive
its
representatives to recommend that the client
establish a securities-based line of credit as it
represents a direct benefit for BRWM and
representatives, and an indirect benefit and
conflict of interest for BRWA (and its IARs) as
an affiliate sharing services and infrastructure
(e.g., offices, staff, technology, etc.) with
BRWM. While this can be a beneficial tool, it
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charge)
shared
includes significant risks and may not be an
appropriate option for every client. The client
should carefully review the securities-based
line of credit program
information and
paperwork before choosing to open a line of
credit and borrow funds.
Broker(s)/Custodian(s).
determines
This
incentive
to
use
FDIC-insurance
Transfer Cost Credit Program: BRWA’s
agreement with its Brokers/Custodians states
that the Brokers/Custodians will pay to the
Firm transfer cost credits when new eligible
advisors or representatives transfer assets to
The
the
Broker/Custodian
which
representatives and advisors are eligible and
what the transfer cost credit will be. This
substantial credit is calculated as basis points
on eligible assets that are transferred to the
additional
Broker/Custodian.
compensation received creates a conflict of
interest because BRWM & BRWA have an
economic
these
Brokers/Custodians for clearing and custody
over other available custodians who do not
share revenue with BRWM or BRWA. Clients
should speak to their advisor regarding
custodial options and the associated costs
incurred when transferring or opening an
account with BRWA. Clients will incur costs
from their prior custodians when moving their
accounts to BRWA. BRWM, BRWA, and/or
IARs generally do not reimburse clients for the
costs they incur as a result of the account
transfer recommended by the adviser, even
when BRWM receives credits as part of the
Transfer Cost Credit Program.
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generate additional profit. The total interest
charge to you (broker’s call rate and BRWM
markup
between
is
BRWM/NFS. NFS credits BRWM a significant
portion of this total amount of margin interest
income that they receive from margin account
balances. BRWM benefits directly from the
revenue sharing (by receipt of the shared
margin
interest), and BRWA benefits
indirectly as an affiliate of BRWM sharing
services and infrastructure (e.g., offices, staff,
technology, etc.).
Bank Deposit Sweep Program: The Bank
is the
Deposit Sweep Program (“BDSP”)
default cash investment option for BRWA
clients with accounts held at NFS. 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
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 for use of the client’s
cash deposits. NFS then pays 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 may receive a net
negative yield on their cash balance. This could
pose a significant disadvantage to participating
in the BDSP, and BDSP revenue sharing paid
to BRWM magnifies the negative yield clients
could
in
comparison to the yields clients could earn on
.
Margin Loans: When a client obtains a margin
loan, that client is extended credit (a loan) for
the purpose of buying securities. As
described previously, this is first done by
opening a brokerage account with a
Custodian. For purposes of facilitating that
margin loan agreement, the introducing broker
will be BRWM, but the BRWA advisor will still
be managing the client’s account, including
the securities purchased with the margin loan
funds. The client will be paying a substantial
interest charge on the loan amount. The
interest is made up of the initial interest
charged on the loan (the broker’s call rate) and
an additional interest charge determined by
BRWM that is added on top of the broker’s call
rate. This additional charge is a mark-up that
for
BRWM
to
facilitating
is adding as compensation
loan agreement and
this
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investments outside of
the BDSP.
cash
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 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 once
your account is opened, but if you would like a
copy beforehand, please request it from your
IAR.
of
no-load mutual
higher revenue sharing percentage as the level
of client assets invested in these NTF funds
reaches certain thresholds. As a result, we have
a conflict of interest when these funds are
is executed
recommended, and the trade
through BRWM because our affiliated broker-
dealer will receive compensation in addition to
any advisory fees you pay to us. While BRWM
does not share this revenue directly with
BRWA, a conflict of interest still exists for
BRWA (and its IARs) as an affiliate of BRWM
that benefits indirectly through the sharing of
infrastructure with BRWM.
services and
Additionally, in NTF mutual funds, the advisor
does not have to absorb the transaction costs
and is therefore incentivized to transact in NTF
mutual funds when potentially lower cost share
classes are available outside of the NTF
Program. Therefore,
if your IAR normally
absorbs the transaction fees for your account,
the NTF Program creates a conflict of interest
as it results in increased compensation to your
IAR because there are no transaction costs to
be absorbed by him or her.
No Transaction Fee (NTF) Program: NFS
offers a No Transaction Fee (NTF) Program
composed
funds.
Participating mutual fund sponsors pay a fee to
NFS to participate
in the NTF Program.
Transactions in these NTF funds are executed
without the imposition of transaction charges.
As part of its clearing agreement with NFS,
BRWM receives significant revenue sharing
from NFS’s NTF Program based on
its
brokerage and advisory client assets invested in
these NTF mutual funds. BRWM receives a
Item 15 – Custody
Clients will receive, at
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including the conditions set forth in Advisers
Act Rule 206(4)-2. Where an exemption applies,
the Firm will document the basis for relying on
that exemption in its compliance records..
in client accounts
Authorization to trade
(discretion) is not deemed custody.
For BRWA advisory accounts, client assets are
maintained with a qualified Custodian, as
referenced earlier in the Brochure, for each
respective Program. The client will complete
the applicable
account paperwork with
Custodian.
least
quarterly, directly from the Custodian that
includes a summary of transactions and an
inventory of holdings. Clients should carefully
review these statements. The statement shows
all transactions within the account during the
reporting period as well as the deduction of
BRWA’s fee. Clients should notify BRWA,
your IAR, or the Custodian directly of any
discrepancies as soon as possible.
Custody, as it applies to investment advisers,
has been defined by regulators as having
access or control over client funds and/or
securities. In other words, custody is not
limited to physically holding client funds or
securities. If an investment adviser can access
or control client funds or securities, the
investment adviser is deemed to have custody
and must ensure proper procedures are
implemented.
The Firm is deemed to have custody of client
funds or securities when clients have standing
letters of authorization with their Custodian
instructing the Firm to disperse assets or
securities from the clients account to a third
party.
The Firm will undergo a surprise custody
examination by an independent auditor for
those accounts that utilize third-party standing
letters of authorization unless the Firm qualifies
for an exemption under applicable SEC rules,
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Item 16 – Investment Discretion
Whether BRWA, its IARs or third-party Managers have investment discretion depends on the Program
selected by the client. Discretionary authority will be explicitly authorized through the completion of the
BRWA Advisory Agreement and the Clearing Agent’s trading authorization or limited power of attorney
forms, if applicable. In certain Programs, you can grant the Firm and IAR, or third-party Manager, full
discretion to select the securities, to designate the strategies, and to buy, sell, or otherwise effect
securities transactions for the account without your prior notice or consent. The Firm will not manage
your account on a day-to-day basis, and will not affect transactions for the account, except as the Firm
deems necessary in the exercise of its supervisory responsibilities with respect to any Representative
and its fiduciary duties.
Prior to signing the Agreement for any such Program, you will work with your IAR to identify the
account’s Suitability Information. You will also specify any reasonable restrictions you wish to impose
on investments for the account. Any limitations on this discretionary authority and any reasonable
restrictions you wish to place on the account must be included in the Advisory Agreement or on a
separate Statement of Investment Selection. You may change or amend account limitations or
restrictions at any time by submitting a signed writing indicating your desired changes.
All the Programs sponsored by the Firm may be discretionary. Advisor-as-Portfolio Manager (“APM”)
accounts can be established either with or without discretion as acknowledged by the client per the
Advisory Agreement. Fund Strategist Portfolio (“FSP”) accounts utilizing W.I.S.D.M. models are
established with Firm-based discretion to facilitate trading to maintain your account in accordance with
your elected portfolio model.
If you choose to engage a Sub-adviser, neither BRWA nor your IAR will have discretionary authority
over your assets; however, the Sub-adviser will have full discretion to select the investments and effect
all transactions for your account. Sub-advisers do not customize their investment strategies to meet
your specific objectives. Instead, each one identifies its own strategy, and you choose which Programs
to participate in. The Firm will monitor Sub-adviser’s activity to ensure that it adheres to its stated
investment objective and inform you of any decision to terminate the Sub-adviser’s engagement. Sub-
adviser may terminate its services at any time, in the discretion of the Sub-adviser’s discretion.
Item 17 – Voting Client Securities
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Generally, neither the Firm nor your IAR will vote or accept authority to vote proxies on your behalf.
Because your Custodian holds the securities in your account, your Custodian is responsible for
ensuring all proxy materials are forwarded to you directly. BRWA does not serve as Custodian and as
such does not receive proxies for securities held in client accounts. BRWA does not vote, nor give
advice on how to vote, proxies for securities held on behalf of clients. Likewise, BRWA does not take
any action with respect to investor class action lawsuits. If desired, you may direct the Firm to transmit
copies of class action notices to you or a third party. Upon such direction, the Firm will make
commercially reasonable efforts to forward such notices in a timely manner. Under the Advisory
Agreement between BRWA and the client, the client retains exclusive voting authority over the
securities in the client’s portfolio, and the Firm does not have any role in proxy voting.
If the Firm or its IARs receive any materials or other information regarding a proxy solicitation from the
issuer or a third party, they will be solely responsible for forwarding those materials to you or the person
you designate within a reasonable period. If an exception is allowed to have your IAR vote proxies, you
will consent to this on your account advisory agreement. If you represent an employee benefit plan
subject to the Employee Retirement Income Security Act of 1974, ("ERISA") as amended or Section 4975
of the Internal Revenue Code ("ERISA Client"), please note that the Firm is expressly precluded from
taking any action or rendering any advice with respect to the voting of proxies solicited by or with respect
to issuers of securities held in an ERISA Plan's Account.
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B. Riley Wealth Advisors: 03/2026
Item 18 – Financial Information
This item is not applicable to B. Riley Wealth Advisors. The Firm does not require or solicit prepayment
of more than $1,200 in fees per client, six months or more in advance. We are not subject to a financial
condition that is reasonably likely to impair our ability to meet our contractual commitments to our
clients. We have not been the subject of a bankruptcy petition at any time.
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B. Riley Wealth Advisors: 03/2026
Additional Brochure: 2025 BRWA ADV 2A WRAP FEE BROCHURE (2026-03-31)
View Document Text
40 S. Main Street, Suite 1600
Memphis, TN 38103
901-251-1330
FORM ADV 2A, APPENDIX 1:
WRAP FEE PROGRAM BROCHURE
March 31, 2026
(Previously revised October 20, 2025)
This wrap fee brochure provides information about the qualifications and business practices of B. Riley
Wealth Advisors, Inc. If you have any questions about the contents of this Brochure, please contact the
Firm’s Compliance Department at compliance@brileywealth.com. The information in this Brochure has
not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by
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any state securities authority.
Additional information about B. Riley Wealth Advisors, Inc. is also available on the SEC’s website at
www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated
with the Firm who are registered, or are required to be registered, as investment adviser representatives.
You can search this site for information about the Firm by searching for a unique identifying number,
known as a CRD number. The CRD number for B. Riley Wealth Advisors, Inc. is 115927. Registration
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B. Riley Wealth Advisors, Wrap Fee Program Brochure: 03/2026
Item 2 – Material Changes
This Amendment reflects the Firm’s annual amendment required by SEC Rule 204-1. Additionally, it
incorporates in Item 4 a new referral agreement our affiliate broker-dealer has with a third-party broker-
dealer regarding structured product transactions.
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B. Riley Wealth Advisors, Wrap Fee Program Brochure: 03/2026
Item 3 – Table of Contents
Item 2 – Material Changes ............................................................................................................................ 2
Item 3 – Table of Contents ........................................................................................................................... 3
Item 4 – Services, Fees & Compensation ..................................................................................................... 4
Wrap Fee Overview .................................................................................................................................. 4
Advisor-as-Portfolio Manager (APM) .................................................................................................... 4
Envestnet Platform & Other Third-Party Managed Wrap Programs ...................................................... 4
Additional Wrap Fee Program Information ............................................................................................ 5
Money Market Funds and Bank Deposit Sweep Program Fees ............................................................. 6
Conflicts of Interest .................................................................................................................................. 6
Item 5 – Account Requirements and Types of Clients ................................................................................ 7
Account Requirements ............................................................................................................................ 7
Types of Clients ........................................................................................................................................ 7
Item 6 – Portfolio Manager Selection and Evaluation ................................................................................. 7
Item 7 – Client Information Provided to Portfolio Managers ...................................................................... 8
Item 8 – Client Contact with Portfolio Managers ......................................................................................... 8
Item 9 – Additional Information ................................................................................................................... 9
Disciplinary Actions ................................................................................................................................ 9
Financial Industry Affiliations ................................................................................................................. 9
Other Financial Industry Activities ........................................................................................................ 10
Code of Ethics ........................................................................................................................................ 10
Participation or Interest in Client Transactions.................................................................................... 11
Personal Trading .................................................................................................................................... 11
Reviews of Accounts & Reports ............................................................................................................ 11
Client Referrals ....................................................................................................................................... 12
Other Compensation .............................................................................................................................. 12
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Financial Information ............................................................................................................................. 13
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B. Riley Wealth Advisors, Wrap Fee Program Brochure: 03/2026
Item 4 – Services, Fees & Compensation
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.
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.
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.
representative
(“IAR”
the Firm
is responsible
In the APM Program, clients may elect a Wrap
the Broker/Custodian
Fee depending on
selected. The client can select among the
following: National Financial Services, Inc.
(with brokerage
through B. Riley Wealth
Management, a BRWA affiliate), Charles
Schwab & Co., Fidelity Brokerage Services,
LLC, and any others BRWA may make available
(collectively
as
referred
to
If a Wrap Fee is
“Brokers/Custodians”).
selected, the following table is used as a
maximum.
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
or
“Representative”) according to terms of a
separate agreement with the Representative.
Further,
for all
transaction charges assessed by the Custodian
in the Wrap Fee Programs.
TOTAL
ACCOUNT VALUE
MAXIMUM
ANNUAL FEE
First $250,000
2.75%
Next $750,000
2.50%
Above $1,000,000
2.00%
will
provide
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As part of this Wrap Fee Program, your
Representative
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
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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.
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Advisor-as-Portfolio Manager (APM)
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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
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B. Riley Wealth Advisors, Wrap Fee Program Brochure: 03/2026
You and your Representative will review your
objectives and the performance of your account
at least annually.
program.
Inc.
is
Envestnet
an
Program for Separately Managed Accounts
(“SMA”)
the Unified Managers Program
(“UMA”), and the Fund Strategists Portfolio
Asset
(“FSP”)
investment
Management,
management firm that provides investment
management and investment advisory services
through independent investment advisors.
liabilities or obligations
taken prior
If a Sub-adviser
exclusive
responsibility
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).
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
total,
select a Sub-adviser or not, your
combined Wrap Fee will not exceed 2.75%.
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
incurred or
arising from transactions effected for your
account or actions
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
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.
higher minimum
account
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.
established
personal
or
The Firm may offer significantly more favorable
wrap fee arrangements for friends, relatives, or
others with whom the Firm or Representative
has
family
relationships.
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Envestnet Platform accounts are charged a
Wrap Fee depending on the Broker/Custodian
selected. The fees cover advisory, execution,
custodial and reporting services, and Manager
fees when applicable. Envestnet Programs may
have
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.
accounts
participating
funds, unit
investment
(W.I.S.D.M.) program,
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For
in BRWA
discretionary program offered through B. Riley
Wealth Investment Solutions Discretionary
the
Management
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.
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fees
Additional Wrap Fee Program Information
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The Wrap Fee does not cover amounts charged
for any of the following (collectively, “Excluded
Expenses”): internal fees or expenses which
the account’s
may be associated with
limitation,
(including without
investments
internal operating or investment expenses of
mutual
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 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
in
connection with underwritten public offerings
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B. Riley Wealth Advisors, Wrap Fee Program Brochure: 03/2026
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 Excluded
Expenses will be direct or indirect expenses
borne by the account and will be in addition to
the Wrap Fee.
in any agreement with
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
the
Custodian or other third parties.
Money Market Funds and Bank Deposit
Sweep Program Fees
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 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 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.
FDIC-insurance
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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 Bank Deposit Sweep Program (“BDSP”) is
the default cash investment option for BRWA
clients with accounts held at NFS. 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
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 for use of the client’s
cash deposits. NFS then pay BRWM based on
aggregate brokerage and advisory account
investments in the BDSP.
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
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B. Riley Wealth Advisors, Wrap Fee Program Brochure: 03/2026
for which
the
funds, ETFs, or
the wrap fee programs over other programs or
services
compensation
arrangements are not as beneficial to the
Representative.
a wrap program over other programs or services
that might meet your needs at a lower cost (such
as, mutual
fee-plus-
commission arrangements).
compared with
the
option,
asset-based
the Firm has performed,
include a
Please note that the amounts charged to your
account for services, fees, expenses, or costs
that
incurred,
advanced, or paid on the account’s behalf
(whether billed to you, the account, or the Firm)
will
reasonable profit, unless
prohibited under applicable laws, regulations,
or rules.
traditional
When
commission
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.
return
linked
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.
The Firm’s affiliate broker-dealer, BRWM, has
entered into a referral agreement with a third-
party executing broker (“Third-Party Broker”) to
purchase structured products we recommend
to our clients. Structured products are generally
defined as certificates of deposit and/or notes
issued by an institution, which provides a rate
stocks,
of
equities,
to
interest rates or
commodities, currencies,
indices. In most cases Third-Party Broker
receives a fee from the issuing institution for the
distribution of structured products. When a
BRWA client purchases structured products,
the Firm’s affiliate, BRWM, receives a referral
fee from Third-Party Broker based on the
transaction amount. This revenue creates a
potential conflict of interest for recommending
structured products and referring transaction
to Third-Party Broker because of the referral fee
our affiliate receives. The Firm mitigates this
conflict by disclosing it you and reviewing
structured product transactions for your best
interest.
It is possible that the compensation received,
directly or indirectly, by the Firm or the IAR for
recommending a Wrap Fee Program may be
more than the compensation the Firm or IAR
would receive if they recommended another
program. Consequently, the Firm and IAR
would have a financial incentive to recommend
=
Item 5 – Account Requirements and Types of Clients
Account Requirements
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All Wrap Fee Programs have minimum account sizes, ranging from $25,000 to $250,000, which is
negotiable, depending on the client household, relationship, type, and size of the account.
Types of Clients
BRWA provides investment advisory services to individuals, high net worth individuals, pension plans,
profit sharing plans, 401(k) plans, trusts, estates, charitable organizations, corporations, and other
business entities.
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Item 6 – Portfolio Manager Selection and Evaluation
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Investment recommendations for Wrap Fee Program accounts are based on an analysis of your
individual investment objectives, financial needs, and tolerance of risk as provided to your IAR.
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B. Riley Wealth Advisors, Wrap Fee Program Brochure: 03/2026
Recommendations are derived from research and analysis we believe to be reliable and appropriate for
your financial circumstances. You have the responsibility to advise your Representative whenever there
are material changes to your financial situation, investment objectives or risk tolerances. In the APM
Program, your IAR will act as the portfolio manager of your account. Your Representative is supervised
by an assigned supervisory principal.
Clients have the option of using any of the Sub-advisers available through multiple advisory programs
offered through the Envestnet platform. Each Wrap Fee Program offered on the Envestnet platform has
specific criteria used in evaluating and/or selecting portfolio managers or underlying investments for
inclusion in the program. To review these criteria, you will need to examine the separate agreement and
program description provided by them. The Firm relies on their research and due diligence to determine
which portfolio managers to include and when to replace each portfolio manager.
In the APM Program, your IAR serves as the portfolio manager of your account. You should be aware
that your IAR may also be a registered representative of B. Riley Wealth Management, Inc. (“BRWM”),
an affiliate of BRWA. This dual registration creates a conflict of interest because your IAR may have an
incentive to recommend brokerage transactions through BRWM—which generates commission or
other brokerage revenue for BRWM and indirectly benefits BRWA as an affiliated entity—rather than
solely acting in your best interest as a portfolio manager. BRWA addresses this conflict through its
supervisory program, which reviews IAR trading recommendations for consistency with client
investment objectives and the Firm’s fiduciary obligations.
The processes for implementing the Envestnet Programs, as well as Envestnet’s process for selecting,
evaluating, and monitoring approved managers, are more fully described in Envestnet’s ADV Part 2A.
When an IAR makes a recommendation to change a portfolio manager or model, the IAR may review
the portfolio manager’s performance, but BRWA does not have a review process for portfolio manager
performance and any performance information the IAR reviews may not be calculated on a uniform and
consistent basis.
Item 7 – Client Information Provided to Portfolio Managers
or
guidelines,
or
investment
Your Representative will collect the required
personal information necessary to open a
brokerage account in your name and will work
with you to identify your financial situation,
stated investment objectives, tolerance for risk,
and
time horizon (collectively,
“Suitability Information”). Your Representative
will accept any reasonable restrictions that you
impose on investments for your account. The
Firm will share part or all of this information
with your Custodian, and any chosen Sub-
adviser,
in the Wrap Fee Program where
applicable.
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Information, including without limitation, any
changes in your investment objectives, risk
tolerance, investment time horizon, investment
policies
reasonable
restrictions you wish to place on your account.
You agree to provide the Firm and your
Representative with additional information as
the Firm or your Representative may request
from time to time to assist in servicing and
managing your account. Neither the Firm, your
Custodian, your Representative nor any chosen
Sub-adviser shall have any liability related to
your failure to provide accurate or complete
information to the Firm or your Representative.
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You must promptly notify the Firm and/or your
Representative of any change in your Suitability
Item 8 – Client Contact with Portfolio Managers
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For the APM Program, your IAR serves as the portfolio manager and is available for direct contact and
consultation at any time. For W.I.S.D.M. accounts, portfolio management is conducted by the Firm on
a discretionary basis, and clients do not have direct access to a designated individual portfolio manager.
For Envestnet platform programs utilizing third-party Sub-Advisers, direct client contact with Sub-
Advisers is subject to each Sub-Adviser’s own policies regarding client access and communications,
set forth in the Sub-Adviser’s Form ADV. In certain instances, your IAR may arrange for a client to
consult directly with a Sub-Adviser pursuant to a written agreement.
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Item 9 – Additional Information
and
this practice,
proceeding
initiated under the Investment
Advisers Act of 1940 (“Advisers Act”). As
described in the Summary section of the Order,
the proceeding concerns several disclosure
and compliance- related violations and events
during the years from 2008 through 2012. The
Order found that BRWA (1) failed to disclose to
advisory clients in writing or obtain client
consent
trades
to over 21,000 securities
executed in a principal capacity, (2) failed to
report in its SEC filings and timely disclose to
clients the disciplinary histories of several of its
associated persons, (3) failed to properly
enforce its Code of Ethics when its then CEO,
several directors, and many of its employees
failed to submit hundreds of required reports on
their personal securities trading to BRWA, (4)
failed to adopt and implement compliance
policies and procedures reasonably designed
to prevent violations of certain provisions of the
Advisers Act and the rules thereunder, and (5)
failed to conduct one required annual review of
its compliance policies and procedures. BRWA
agreed to the imposition of a censure, a civil
monetary penalty of $200,000, and certain
undertakings, including the appointment of an
independent compliance consultant to review
and make recommendations regarding certain
parts of BRWA’s compliance policies and
procedures. The Order did not find an intent to
deceive. It did find that BRWA refunded to its
clients the inappropriately assessed markups
and markdowns on the 21,000 trades, took
prompt remedial action, and cooperated with
the SEC’s investigation.
Financial Industry Affiliations
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firm, NFS.
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Disciplinary Actions
Registered investment advisers are required to
disclose all material facts regarding any legal or
disciplinary events that would be material to an
evaluation of BRWA or the integrity of BRWA’s
management.
• On March 11, 2019, National Asset
Management, Inc., (“BRWA”), along with 78
other
investment advisers who voluntarily
participated in the Securities and Exchange
Commission’s (“SEC”) Share Class Selection
Disclosure Initiative (“Initiative”), consented to
a final resolution through an Order Instituting
Cease-and-Desist
Administrative
Proceedings Pursuant to Sections 203(e) and
203(k) of the Investment Advisers act of 1940
(“Order”). Through the Initiative, BRWA self-
reported certain instances from January 1, 2015
to June 10, 2017 (“Relevant Period”) where
BRWA purchased, recommended, or held for
advisory clients’ mutual funds that charged 12b-
1 fees when lower-cost shares of the same fund
were available. BRWA and its advisers earned
12b-1 fees from these funds and this created a
conflict that BRWA did not fully disclosed to its
clients through its Form ADV or disclosure
documents. The SEC found this practice
violated Sections 206(2) and 207 of the Advisers
Act. To resolve the issue, and without admitting
or denying the findings, BRWA consented to
to pay
cease- and desist
disgorgement of $664,006 and
interest of
$69,417. BRWA distributed these funds to each
affected investor who purchased or held shares
during the Relevant Period, in an amount
representing the 12b-1 fees, plus
interest.
Payment distribution was subject to a de
minimus threshold, and subject to a review by
the SEC. Additionally, BRWA agreed to update
its relevant disclosures related to 12b-1 fees,
evaluate whether existing clients should be
moved to lower-cost shares, and notify affected
customers of the settlement terms. Because
BRWA self-reported this violation to the SEC,
no civil penalties were imposed. The full Order
may be found at https://www.sec.gov/.
• On October 26, 2015, National Asset
Management, Inc. (“BRWA”) consented to an
Order of the U.S. Securities and Exchange
in an administrative
Commission (“SEC”)
B. Riley Wealth Advisors is affiliated with B.
Riley Wealth Management, Inc. (“BRWM”), a
is
FINRA registered broker-dealer.
material to our advisory business because a
majority of BRWA’s advisory accounts are held
by BRWM as introducing broker-dealer to its
BRWA’s principal
clearing
executive officers and most of its IARs are also
Registered Representatives of BRWM. Your
IAR will take into consideration all types of
accounts that could be offered (i.e., both
brokerage and advisory accounts) when making
the recommendation of an account that is in
your best interest.
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trading in clients’ accounts, and to direct
trading through BRWM/NFS.
interest, etc.
BRWM executes orders received from BRWA
clients on an agency basis and receives revenue
from transaction fees. BRWA uses certain
BRWM facilities, administrative systems and
fully
technology, and does not currently
reimburse BRWM for the cost of those services.
BRWM receives revenue generated through
trade execution, margin
for
accounts it holds.
services
and
Additionally, certain Firm employees provide
tax/accounting
insurance
products through affiliated entities. Tax and
accounting services are offered through B.
Riley Wealth Tax Services, Inc. Fixed insurance
products are offered through B. Riley Wealth
Insurance, Inc. IARs may be authorized to offer
and sell some or all of the following insurance
products: fixed life & annuities, disability, long
term care, and employer benefit products.
Service arrangements with our affiliated entities
present a conflict of interest because we have a
financial incentive to recommend our affiliates’
services. See ADV 2A, Item 12, “Brokerage
Practices.” For example, a Representative
whose client purchases an insurance product
receive commissions, deferred sales
will
charges, on-going servicing fees, and other
compensation because of a client’s purchase of
the insurance product. Consequently, these
Representatives have a conflict of interest in
recommending their client purchase insurance
products.
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Other Financial Industry Activities
BRWA may act as a solicitor and refer some
BRWA clients to other Registered Investment
Advisors. In doing so, BRWA receives a
portion of the fees charged by those Advisors,
the solicitor
which varies depending on
arrangements with each one. IARs receive a
portion of the asset management fees paid to
BRWA by these Advisors.
The Firm or its Representative may also be
engaged to provide third-party fiduciary or
related advisory services outside a traditional
wrap fee arrangement. In this case, additional
fees for these related services will be detailed
under a separate agreement and shared
between the Firm and the Representative
providing such services. You have no obligation
to accept such services.
The Firm and Representative will devote as
much time as they believe necessary to help you
achieve your investment objectives. They will
not devote all or any specific portion of their
working time to your affairs, and they may
devote a portion of their time to other matters.
Further, the Firm and its affiliates as well as
IARs may organize or become involved with
other clients or in other business ventures,
including other investment-related businesses.
Such other businesses and the clients of such
businesses may compete for the time and
attention of the Firm principal executive officers
and Representatives, and possibly, for limited
investment opportunities, all of which can
create conflicts of interest.
Please refer to the Conflicts of Interest section
in Item 4 for further information with respect to
compensation and conflicts of
interest
involving the Firm and IARs. Although the Firm
and IARs will endeavor to place your interests
first, the conflicts of interest described in this
Brochure can influence the recommendations
made or actions taken regarding your Account.
Code of Ethics
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Please be aware that you are under no
obligation to engage BRWM as a broker-dealer,
to effect securities transactions, or to purchase
any other products from or through an affiliate
or any of the Representatives acting on its
behalf.
For each of the Wrap Fee Programs, National
Financial Services, LLC (“NFS”) acts as the
clearing firm/Custodian for BRWM. The client
holds a brokerage account with BRWM, with
trades routed for execution directly by NFS.
BRWM maintains clearing arrangements with
NFS that permit execution of transactions at
negotiated clearing rates and use by BRWM of
trading and operations systems provided by
NFS, including research, account look-up, and
reporting and presentation software. BRWA’s
affiliates also receive certain discounts from
NFS, which vary depending on the volume of
trades BRWM originates. This could give
BRWA an incentive to generate more frequent
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.
BRWA has adopted a Code of Ethics
expressing the Firm’s commitment to ethical
conduct. The Code of Ethics
includes
provisions relating to the confidentiality of
client information, a prohibition on trading on
the basis of inside information, restrictions on
the acceptance of significant gifts, and the
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by
initial, quarterly, and annual reporting of
personal securities holdings and
trading
activity, among other things. All supervised
persons at BRWA must acknowledge the terms
of the Code of Ethics annually, and when it is
amended. BRWA’s clients or prospective
clients may request a copy of the Firm's Code of
Ethics
contacting BRWA’s Chief
Compliance Officer at the Firm’s principal
address.
Interest
in Client
to and/or purchased
investing new capital contributions, and
adjusting overall portfolio composition in an
effort to maximize returns given current market
conditions.
At various times, depending on the nature and
reason for the review, the Firm may review the
suitability of the Program in which the account
participates, the securities held within the
account and your financial resources and time
horizon (“Suitability Information”). The Firm
uses electronic review systems that record all
daily transactions and monitor client portfolios.
The Firm has established a team within the
Supervision Department to perform account
portfolio reviews.
All clients (other than financial planning
clients) will receive the following reports from
the Custodian:
trading
account,
all
contributions
Participation or
Transactions
Officers, directors, IARs, and other supervised
persons of BRWA, and its affiliates may trade
for their own accounts in securities which are
recommended
for
BRWA’s clients and at or about the same time
as clients, subject to applicable laws. Trades by
certain of these persons may present a conflict
of interest. BRWA addresses the conflicts
that monitor
through supervisory reviews
whether an IAR’s or other access persons’
personal
consistent with
is
recommendations made to clients, and pro rata
allocations.
In limited cases, with prior client consent,
BRWA affiliates may act as principal or permit
cross trades.
• confirmation of each securities transaction
(unless the client waives receipt);
• all other documents required by law to be
provided to security holders; and
• a quarterly statement reflecting all activity in
the account during the preceding period,
including all transactions made on behalf of
the
and
withdrawals, all fees and expenses, and the
value of the Account at the beginning and end
of the period.
Personal Trading
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IARs and
The Firm or any of its licensed professionals
may act as an investment adviser for others, may
manage assets for others, may own investments
in its or their own names, and/or may serve as
an officer, consultant, partner, or stockholder of
one or more investment partnerships or other
businesses. All such activity is subject to
compliance with the Firm’s Code of Ethics and
other written procedures. In doing so, the Firm
or such persons may give advice, take actions,
or refrain from taking actions differing from
advice given, actions taken, or actions not taken
for any client
reasonably
Reviews of Accounts & Reports
The Advisory Agreement for some Programs
may provide for additional reports. Accounts
will receive performance or other reports only
as specifically provided
the Advisory
Agreement.
At least annually, your Representative will
contact you to determine whether there have
been changes in the Suitability Information,
including whether you wish to impose new
investment restrictions or modify existing
restrictions to the extent allowable under the
terms of a particular investment strategy or
the Firm will make
Program.
themselves
for
available
consultation.
You will retain, with respect to all securities and
funds in the account, to the same extent as if
you held the securities and funds outside of the
Program, the right to:
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The Firm considers account
reviews a
continuous process, with the frequency and
nature of the review dependent on several
factors and situations, such as: whether the
account is managed on a discretionary basis,
the buying or selling of a security, balancing
gains/losses
tax planning, raising or
lowering cash based on market conditions,
.
• withdraw securities or cash;
• vote securities or delegate the authority to
vote securities to another person;
• proceed directly as a security holder against
the issuer of any security in the account and
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representatives whose clients participate in the
Programs.
not be obligated to join any person involved in
the Program or any other client, as a condition
precedent to initiating such proceeding.
introductions
to
and
to participate
The Firm may agree to provide the Sponsors
with
information
concerning itself or the IARs and allow the
Sponsors
in meetings and
workshops. In addition, the Sponsors may
agree to provide the Firm or IARs with
organizational consulting, education, training,
and marketing support.
The accounts of clients receiving financial
planning services will be reviewed, if at all, as
provided in the Agreement. The review will be
conducted by the IAR, unless otherwise stated
in the Agreement. Financial planning clients
will receive only the reports described in their
Agreement.
Client Referrals
from
time
to
the Programs.
investment managers,
sub-advisers
for mutual
1940
IARs)
time pay
BRWA may
compensation to affiliated or unaffiliated third
parties (“Solicitors”) for referring clients to
BRWA, as permitted under Rule 206(4)-1 of the
(the
Investment Advisers Act of
“Marketing Rule”). Such arrangements are
disclosed in writing to the client at the time the
referral is made. Appropriate disclosure would
be provided to the client in accordance with
SEC rules and the Solicitor will be compensated
by BRWA according to the specific terms of the
compensation arrangement contained in the
BRWA Solicitation Agreement.
A Sponsor may pay for annual conferences
designed to facilitate and promote the success
It may offer portfolio
of
strategists,
or
investment management firms (who may also
funds
be
the
recommended by BRWA or
opportunity to contribute to the costs of the
Firm annual conference and be identified as a
sponsor of a portion of the conference. A
Sponsor may agree to bear the cost of airfare for
certain IARs to attend the Sponsor’s annual
conference or to conduct due diligence visits to
the Sponsor’s offices. In addition, a Sponsor
may, from time to time, contribute to the costs
incurred by the Firm regarding conferences or
other client events conducted by the Firm or an
IAR.
amount
in
to you
BRWA may also receive compensation for
acting as a Solicitor and referring you to a
of
Third-Party Adviser. The
the
compensation will be determined
agreement between BRWA and the Third-Party
Adviser. BRWA will act as the Solicitor and
deliver
its Solicitor’s Disclosure
Document at the time of the referral.
interests,
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Please note that payment of compensation to
the Firm and IARs for recommending a Third-
Party Adviser creates a conflict of interest.
Although the IARs commit to acting in your
best
the existence of such
compensation could encourage them to make
an unnecessary referral or cause them to
information about an alternative
withhold
investment option
that doesn’t provide
equivalent compensation.
Other Compensation
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from Program accounts
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In certain cases, clearing firms or other broker-
dealers who participate in the Programs or who
custody Program accounts (each a “Sponsor”)
may agree to invest a portion of the revenues it
through
earns
allowances to BRWA, the Representatives, and
or
other
advisers,
broker-dealers,
.
For a number of our Programs, BRWA has a
conflict of interest when recommending BRWM
as introducing broker and NFS as clearing
broker (hereinafter “Clearing Firm”).
An
increase in the number of accounts, amount of
assets, or number of transactions processed
through NFS will at certain levels, help BRWM
meet its minimum monthly clearing fees. This
is an economic benefit to BRWM, even if no
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additional commissions are charged.
addition, BRWM receives other fees from its
Clearing Firm such as rebates on money market
or margin account balances, which are based
on the number and size of the accounts and
balances carried with NFS.
NFS may receive Rule 12b-1 distribution fees,
shareholder servicing, or administrative fees
with respect to mutual funds or money market
funds held in the account. Cash awaiting
investment or reinvestment is invested in cash
management or money market funds at or NFS
(or an affiliate), pursuant to an automatic cash
sweep program. Thus, NFS has an incentive to
purchase mutual funds or money market funds
which pay 12b-1 Fees.
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these
limitation,
recordkeeping,
shareholder
to
recommend
(and
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advisers
and
incentives could,
these strong economic
consciously or unconsciously, influence its
decision-making. You should consider the risk
from
the Firm’s
influences on
recommendations when deciding to begin or
continue a relationship with the Firm.
Other advisers may be able to provide the same
or similar services without the presence of
these conflicts of interest. Other advisers or
custodians may be able to provide the same or
similar services for a lower cost or obtain better
prices or performance.
Additionally, the Firm depends, in part, on
business referred to it by its Representatives.
As such, it has a strong financial incentive to
maintain or improve its relationships with the
Representatives so that they continue to make
referrals.
A securities-based loan (non-purpose loan) is
one through which a client can collateralize
securities held in his or her brokerage account
to borrow funds for uses other than purchasing
more financial securities or to pay down margin
loans. Our affiliate, BRWM receives, as a
referral fee, a portion of the interest paid on
outstanding loan balances when the client
establishes a securities-based line of credit.
This creates an incentive for BRWM, BRWA,
and its representatives to recommend that the
client establish a securities-based line of credit
as it represents a direct benefit for BRWM and
its representatives, and an indirect benefit and
conflict of interest for BRWA (and its IARs) as
an affiliate sharing services and infrastructure
(e.g., offices, staff, technology, etc.) with
BRWM. While this can be a beneficial tool, it
includes significant risks and may not be an
appropriate option for every client. The client
should carefully review the securities-based
line of credit program
information and
paperwork before choosing to open a line of
credit and borrow funds.
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Financial Information
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NFS also receives non-brokerage related fees
such as margin interest, IRA fees and money
fees, and a money market
market
fund
administrative
It may also receive
fee.
compensation from funds that it offers for the
execution of purchases of Fund shares or the
performance of clearance, settlement, custodial
or other functions ancillary thereto (including,
without
sub-
communications,
accounting,
administrative, and similar services provided to
such funds). Any mutual funds maintained in
custodial accounts at NFS which provide 12b-1
or service fees will be rebated back to the
account. Outside Brokers/Custodians, where
we do not have the ability to rebate 12b-1 fees,
may keep the 12b-1 or service fees charged
instead of rebating.
NFS may provide other products and services
that help the Firm or the IARs manage and
administer their accounts. These products and
include software and other
services may
technology that provide access to account data
(such as trade confirmations and account
statements); facilitate trade execution (and
allocation of aggregated trade orders for
multiple client accounts); provide research,
pricing information and other market data;
facilitate payment of the Firm’s fees from its
accounts; and assist with back-office support,
recordkeeping, and Client reporting. These
products and services may be used to service all
or a substantial number of the Firm’s accounts,
including accounts not maintained with NFS.
These payments and other economic benefits
represent additional compensation to the Firm,
over and above the Wrap Fees. Be aware that
these various forms of compensation and
economic benefits are strong incentives for the
Firm
to continue
recommending) NFS over other brokers,
investment
custodians.
Furthermore, the Firm has the same strong
incentive to recommend (and to continue
recommending) their investment products and
services over other products and services
which might provide better returns or better
prices, but which do not provide equivalent
compensation or economic benefits to the Firm.
BRWA intends to fulfill its fiduciary duty to act
in the best interests of its clients; however,
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The Firm does not require or solicit prepayment
of more than $1,200 in fees per client, six
months or more in advance. We are not subject
to a financial condition that is reasonably likely
to impair our ability to meet our contractual
commitments to our clients. We have never
been the subject of a bankruptcy petition.
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