OPPENHEIMER ASSET MANAGEMENT INC.

PART 2A OF FORM ADV: FIRM BROCHURE ITEM 1. COVER PAGE Oppenheimer Asset Management Inc. 85 Broad Street New York, New York 10004 March 27, 2025 This brochure (the “Brochure”) provides information about the qualifications and business practices of Oppenheimer Asset Management Inc. If you have any questions about the contents of this Brochure, please contact Brian Roth at Brian.Roth@opco.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Additional information about Oppenheimer Asset Management Inc. also is available on the SEC’s website at: www.adviserinfo.sec.gov. Registration with the SEC as an investment adviser does not imply a certain level of skill or training. 1  ITEM 2. MATERIAL CHANGES This is the annual update for 2024. Oppenheimer Asset Management Inc. (“OAM”) filed its last annual update on March 19, 2024. This update adds information about two private feeder funds, the AA Oaktree Power7 Access Fund LLC and the AA Millennium USA Access Fund LLC, for which OAM is the investment adviser and reflects the fact that effective May 5, 2025, Robert Lowenthal will become Chief Executive Officer of OAM. A summary of any material changes to this and subsequent Brochures will be provided to you within 120 days of the close of our business’ fiscal year. We may also provide you with additional updates or other disclosure information at other times during the year in the event of any material changes to our business. You may request the most recent version of this Brochure by contacting Brian Roth at Brian.Roth@opco.com. 2  ITEM 3 TABLE OF CONTENTS ITEM 1 COVER PAGE……………………………………………………...…....... Cover Page ITEM 2 MATERIAL CHANGES…………………………………………….…...... 2 ITEM 3 TABLE OF CONTENTS…………………………………………….…….. 3 ITEM 4 ADVISORY BUSINESS……………………………………….………..…. 4 ITEM 5 FEES AND COMPENSATION ………………………………….………... 6 ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY SIDE MANAGEMENT…..................................................................................................... 8 ITEM 7 TYPES OF CLIENTS………………............................................................ 8 ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS…........................................................................................................ 8 ITEM 9 DISCIPLINARY INFORMATION…………………………………………. 18 ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS…………………………………………………………………........ 18 ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING………………………………....... 20 ITEM 12 BROKERAGE PRACTICES………………………………………………. 20 ITEM 13 REVIEW OF ACCOUNTS………………………………………………… 23 ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION……………...... 24 ITEM 15 CUSTODY…………………………………………………………….……. 24 ITEM 16 INVESTMENT DISCRETION……………………………………………... 25 ITEM 17 VOTING CLIENT SECURITIES…………………………………………... 25 ITEM 18 FINANCIAL INFORMATION……………………………………………... 26 3  ITEM 4. ADVISORY BUSINESS Oppenheimer Asset Management Inc. (“OAM”) has been in business since 1986. OAM is owned directly by Viner Finance Inc., a subsidiary of E.A. Viner International Co., a subsidiary of Oppenheimer Holdings Inc. which is a publicly held company. OAM offers a variety of advisory services including portfolio management of separate accounts, investment consulting services and research, and investment advisory services to private feeder funds. This Brochure covers fixed income separate accounts managed by OIA, the fixed income management group of OAM, and two private funds managed by OAM. The structure of our advisory programs entails certain conflicts of interest as discussed below. OAM as Fiduciary to You As a registered investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), OAM has an obligation to act as a fiduciary in the way that we provide advisory services to you according to legal standards set forth under the Advisers Act., certain state laws and common law. What does it mean to act as a Fiduciary? – We need to act in your best interests. – We need to place your interests ahead of our own. – We must disclose material facts about our advisory programs. – We design our advisory programs to avoid conflicts of interest but if there is a potential for a conflict, we disclose the conflict to you. Our recommendations to you are based on our understanding of your investment goals and risk tolerance. – We will not engage in principal trading (trades between your accounts and our proprietary accounts) without your consent. – We will disclose the fees that you pay and compensation that we receive. – We must have a reasonable basis for believing our recommendations are suitable for you and are consistent with your objectives and goals. When we 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. Under this special rule’s provisions, we must: – 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. Discretionary Fixed Income Accounts Fixed income accounts are managed on a discretionary basis and include the following strategies: Insurance Fixed Income – Short Duration Cash Management – Taxable and Tax Exempt – 4  Intermediate Fixed Income Investment Grade Tax Exempt Fixed Income (Active and Laddered Portfolio Accounts) – – – Core Fixed Income – Core Plus Fixed Income – Corporate Core Plus Fixed Income – High Yield Fixed Income – High Yield Tax Exempt Fixed Income Fixed income separate accounts described in this Brochure are not part of a wrap fee program sponsored by OAM and are not custodied at Oppenheimer. The fixed income separate accounts described in this Brochure are custodied at a custodian chosen by the client. The fixed income separate accounts described in this Brochure are custodied at broker-dealers that are unaffiliated with Oppenheimer. The service provided by OAM for separate accounts is discretionary portfolio management only. Clients may impose reasonable restrictions on investing in certain securities or types of securities. High yield fixed income accounts are no longer being offered and are in the process of being liquidated. OAM manages separate accounts in accordance with the individual financial objectives of clients, taking into account client’s risk tolerance, need for liquidity, time horizon and investment restrictions. Oppenheimer Investment Advisers (“OIA”), the fixed income advisory group of OAM, also provides portfolio management services in two wrap programs sponsored by OAM and in wrap programs sponsored by unaffiliated advisers. Consulting Services OAM provides investment consulting services to institutional clients. These services include the following: Identification and monitoring of portfolio managers – Development or updating of an investment policy statement – Development of asset allocation strategy or model – – Client reporting OAM’s consulting services do not include custodial services from Oppenheimer. OAM does not introduce portfolio managers affiliated with OAM to clients who enter into a consulting services agreement. Advisory Services to Private Feeder Funds / Access Funds Oppenheimer Alternative Investment Management, LLC (“OAIM”), a Delaware limited liability company and affiliate of OAM, serves as Managing Member to the private feeder funds listed below. OAIM has appointed OAM as investment adviser to the following private feeder funds: 1). AA Millennium USA Access Fund LLC, a Delaware limited liability company (“AA Millennium”), is a private “feeder fund” that invests or intends to invest substantially all of its assets in a private investment fund managed by a manager that is not affiliated with the Managing Member, OAIM. OAIM has formed AA Millennium to provide access to investors to an underlying fund, Millennium USA LP, that would generally not be available to individual investors and to permit investors to invest indirectly in the underlying fund at lower minimum investment requirements than required by the underlying fund. Millennium USA LP, a private investment fund managed by Millennium Management LLC, is a multi-strategy fund launched in 1990 that is focused on achieving attractive risk- adjusted returns with low market correlation, beta and volatility by operating through four core strategies: relative value fundamental equity, equity arbitrage, fixed income and quantitative. AA Millennium, a feeder created by OAM, offers client’s access to Millennium USA LP. 2). AA Oaktree Power7 Access Fund LLC, a Delaware limited liability company (“AA Oaktree”), is a private “feeder fund” that invests or intends to invest substantially all of its assets in a private investment fund managed by 5  a manager that is not affiliated with the Managing Member, OAIM. OAIM has formed AA Oaktree to provide access to investors to an underlying fund, Oaktree Power Opportunities Fund VII, L.P., that would generally not be available to individual investors and to permit investors to invest indirectly in the underlying fund at lower minimum investment requirements than required by the underlying fund, Oaktree Power Opportunities Fund VII, L.P. Oaktree Power Opportunities Fund VII, L.P., a private investment fund managed by Oaktree Capital Management, invests in power, natural gas, water/wastewater, and other utility-related companies. Assets Under Management As of December 31, 2024, OAM managed $14,920,433,679 of client assets on a discretionary basis and $5,049,239,012 on a non-discretionary basis. ITEM 5. FEES AND COMPENSATION OIA Fees and Compensation OAM periodically reviews the fees charged its advisory clients, and makes adjustments to ensure fees are in accordance with the fee schedules described in this Brochure. The adjusted fees may be rounded up or down to the nearest basis point. Advisory fees may be calculated based upon a different data feed than that used to generate account statements. The data feed will differ in its treatment of factors such as accrued interest and trades pending settlement. OIA manages separate accounts in wrap fee programs sponsored by OAM and by third party firms and accounts that are not part of a wrap fee program. OIA Separate Account Fees Maximum Fee and minimum account sizes for the OIA strategies described in this Brochure are set forth below: OAM Advisory Program Minimums and Fees Strategy Minimum Account Size Maximum Fees OIA High Yield Tax Exempt: $250,000 Investment Grade Tax Exempt: $150,000 All other OIA accounts: $150,000 High Yield Tax Exempt: 1.25% Tax Exempt Bond Laddered Portfolio: 0.50% Cash Management: 0.80% High Yield: 1.00% Insurance: 0.40% All other OIA accounts: 0.30% Fees are negotiable based upon factors that may include the size of the overall client relationship and the discretion of the client’s Financial Advisor. Consulting Service Fees OAM provides investment management consulting services. The fees for this service vary depending on the services provided. Clients that retain OAM to provide identification and monitoring of portfolio managers, asset allocation performance reporting and investment policy preparation pay fees at a negotiated rate. Clients may choose to retain OAM for some but not all of the services listed above. If they choose this option, clients will pay for the services they select at a negotiated rate: – Review or production of an Investment Policy Statement 6  – Asset allocation modeling – Due diligence on portfolio managers. – Performance reporting. Research Service Fees OAM provides research services to its affiliate Oppenheimer. Oppenheimer also provides the research to certain of its clients. On occasion, OAM uses this research in the management of an advisory strategy before the research is provided to OAM’s research clients. Payment of Fees and Other Expenses Clients can choose to pay OAM’s fees and expenses out of their assets or have OAM send them a bill for services. Fees generally are billed and/or deducted once a month in advance. If a client terminates an account prior to the end of the month, the client is entitled to a pro-rata refund of fees. Clients will pay custody fees on assets that are not held at Oppenheimer and will pay brokerage fees and other transaction costs for those assets held away. See Item 12, Brokerage Practices, for additional information regarding the factors we consider in selecting broker-dealers for client transactions, and in determining the reasonableness of their compensation. OAM fees generally are paid in advance. A pro rata refund of fees is provided to clients who terminate the agreement. Fees and Compensation from Advisory Services to Private Feeder Funds / Access Funds 1). AA Millennium will pay an investment management fee to OAM equal to 1.00% (annual rate) of each Member’s capital account balance. The management fee shall be paid quarterly in advance. OAM may, in its sole discretion, waive or reduce the management fee payable to OAM by any particular Member (e.g., for employees of the Managing Member or its affiliates). The Managing Member, OAIM, may hold back 5% of capital commitments (i.e., invest 5% less in the underlying fund) to pay for fund expenses including, but not limited to, the management fee. The Managing Member, OAIM, may call capital from Members to pay for fund expenses (including the management fee) at time intervals (e.g., annually, semi-annually, etc.) selected in the Managing Member’s, OAIM’s, sole discretion. In addition, the Managing Member, OAIM, may hold back a portion of any withdrawals or distributions to be made to Members to pay for future fund expenses including the management fee. 2). AA Oaktree will pay an investment management fee to OAM equal to the following: (a) 0.75% (annual rate) of each Member’s aggregate capital contributions (less any amounts returned as uninvested) for the period from the initial closing date to but excluding the Investment Period start date, provided that any indebtedness incurred directly or indirectly by the fund in lieu of a drawdown of capital commitments shall be treated as capital contributions for purposes of this determination; (b) 0.75% (annual rate) of each Member’s capital commitment during the investment period; and (c) during the period after the end of the Investment Period, 0.75% (annual rate) of the lesser of (i) the total funded capital commitment of the relevant Member (less any amounts returned as uninvested), provided that any indebtedness incurred by the fund in lieu of a drawdown of capital commitments shall be treated as capital commitments that have been drawn down for purposes of this determination and (ii) the relevant Member’s pro rata portion of the cost basis of the investments held by the fund as of the close of the last business day of the next-to-last month of the immediately preceding calendar quarter (including, for the avoidance of doubt, the relevant Member’s pro rata portion of the cost basis of investments acquired with indebtedness incurred by the Fund in lieu of a drawdown of capital commitments). Commencing on the first management fee due date after the eleventh anniversary of the investment period start date, the management fee percentage for each Member shall be 7  reduced to 0.50% per annum. The management fee shall be paid quarterly in advance. OAM may, in its sole discretion, waive or reduce the management fee payable to OAM by any particular Member (e.g., for employees of the Managing Member or its affiliates). The Managing Member, OAIM, may hold back 5% of capital commitments (i.e., invest 5% less in the underlying fund) to pay for fund expenses including, but not limited to, the management fee. The Managing Member, OAIM, may call capital from Members to pay for fund expenses (including the management fee) at time intervals (e.g., annually, semiannually, etc.) selected in the Managing Member’s, OAIM’s, sole discretion. In addition, the Managing Member, OAIM, may hold back a portion of any distributions to be made to Members to pay for future fund expenses including the management fee. AA Millennium and AA Oaktree do not pay an incentive allocation to OAM. However, the underlying fund managers receive an incentive allocation of 20% of the net capital appreciation attributable to the capital account of each underlying fund investor. As a result, investors will indirectly be paying a portion of the incentive allocation payable to the underlying fund managers by virtue of the feeder funds’ investments in the underlying funds. In addition, investors in AA Millennium and AA Oaktree will also indirectly bear the management fees and/or fund expenses associated with investing through the underlying fund. ITEM 6. PERFORMANCE – BASED FEES AND SIDE BY SIDE MANAGEMENT Although there are no performance based fee arrangements in OAM, certain OAM portfolio managers may manage accounts or portfolios with similar or opposing strategies at the same time. This will generally pose a conflict. ITEM 7. TYPES OF CLIENTS OAM provides advice to individuals, foundations, pension and profit sharing plans, trusts, charitable organizations, business or government entities, insurance companies and endowments. The minimum account size for OIA accounts is set forth in the table in item 4. Please note OAM may accept accounts below the minimum based upon factors including the size of the overall client relationship and the discretion of the client’s Financial Advisor. Advisory contracts for separately managed accounts generally may be terminated on thirty days written notice to OAM. OAM serves as investment adviser to private feeder funds. The minimum subscription in these funds, unless waived, reduced or increased by the Managing Member, OAIM, in its sole and absolute discretion, is as follows: • AA Millennium USA Access Fund LLC (“AA Millennium”) - $250,000 • AA Oaktree Power7 Access Fund LLC Fund (“AA Oaktree”) - $250,000 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Consulting Services OAM recommends managers or funds (the term funds includes mutual funds, ETFs and closed end funds) based on strategic asset allocation as well as review of the managers. OAM uses a third party risk model providers and an attribution to examine portfolio characteristics and risk exposure of a manager’s historical portfolio holdings. The risk model tool is an analytic tool that assists OAM in evaluating a manager’s style consistency. OAM compares a manager’s description of its investment process to the quantitative analysis generated through the risk tool. OAM uses a proprietary analytic tool to analyze a potential investment strategy within the context of a larger portfolio for diversification and correlation to the existing strategies. OAM uses historical performance analysis and analyzes 8  holdings and return data. OAM also analyzes investment styles in up and down market cycles and in various credit cycles. Fixed Income Accounts OIA manages fixed income accounts with the following strategies: Short Duration Cash Management Insurance Intermediate Taxable Investment Grade Tax Exempt (Active and Laddered Portfolio Accounts) Core Core Plus Corporate Core Plus High Yield High Yield Tax Exempt For each of these strategies, the investment process begins with an understanding of the client’s needs and objectives. Security selection for all strategies except Investment Grade Tax Exempt is bottom-up and focuses on optimal bond selection. Portfolio managers may analyze the financial statements of corporate bond issuers and may value the entire capital structure or some portion thereof. In selecting core holdings, portfolio managers look for higher yield than the strategy’s benchmark, shorter maturities, stable fundamentals and long holding periods. Portfolio managers make duration judgments. Portfolio managers may select fixed income securities that they expect will have a rating upgrade or are undervalued. Generally, before securities are purchased for client accounts, a relative value analysis is conducted based on proprietary and/or public spread data. The portfolio manager’s decision to sell securities involves many factors which include: risk/return becomes unfavorable attractive alternative is available deteriorating credit fundamentals portfolio balancing is required client specific needs – – – – – OIA Taxable Accounts Methodology OIA’s security analysis methods for taxable accounts may include some or all of the following proprietary models to evaluate a company’s credit worthiness, project earnings and conduct scenario analysis to test earnings, leverage, cash flow and ratings assumptions. OIA’s analysts may also perform company background checks, on-site visits and meetings with senior management teams of the companies under consideration. OIA analysis focuses on the following: Industry analysis – – Company analysis – Capital structure / security analysis Indenture Covenant Analysis – OIA uses a variety of third party data services available to the public or to financial services professionals. OIA’s analysts subscribe to industry specific literature and websites. OIA Investment Grade Tax Exempt Methodology OIA Investment Grade Tax Exempt Methodology – Active and Laddered Portfolio Accounts 9  OIA offers two types of investment grade tax exempt portfolios — active separately managed accounts and laddered portfolios. Clients who select a laddered portfolio can choose a portfolio with securities whose maturities range from 1 to 5 years, from 1 to 10 years and from 5 to 15 years. Within the laddered portfolios, active management components are limited to ongoing credit monitoring and reinvestment of maturing bonds. Investment analysis is done internally by OIA portfolio managers and analysts. While credit ratings by the national rating agencies (Moody’s, Standard and Poor’s and Fitch) are observed as a baseline, they are not the sole determining factor in security selection or liquidation. In the actively managed accounts, the investment methodology begins with a top-down approach that analyzes general economic conditions, both nationally and geographically as well as the overall interest rate/inflation environment over the next 12-24 months. Domestic economic data releases are reviewed by the portfolio management team for general trends in GDP and inflation. Interest rate forecasts will be an important factor in determining maturity selection and bond structure, as well as geographic areas that the portfolio management team believes are performing above national averages. Security selection for all portfolios is guided by an investment discipline which limits all tax-exempt investments to General Obligation, Essentials, Revenue or Pre-Refunded securities. Corporate issuers and bonds for projects that we deem non-essential to a community may not be allowed as investments in the portfolio. Occasionally, a new client portfolio may be established with bond positions that deviate from this discipline, in which case the bonds are reviewed on a case by case basis by the portfolio managers to determine whether they will be accepted. All investments are reviewed for general creditworthiness based on three key categories: 1. General economic conditions in municipality and surrounding areas. Statistics that are reviewed may include general population poverty levels, concentrated manufacturing or service businesses in area, percentage of student population on free lunch programs, and residential foreclosure rates in investment area; 2. Underfunded pension and/or healthcare liability; and 3. All bonds, but specifically revenue bonds are reviewed as to the purpose of the bond and the security of the revenue stream that supports the projects(s). Finally all credits are reviewed as to general trends in financial management to determine whether credit is improving or deteriorating. This may include review of leverage and bond coverage ratios. The dominant sources of information for analysis are the bond offering statements and ongoing financial disclosures of specific credits. Once a credit is determined to be appropriate for investment, an analysis of general market conditions and relative value to similar credits is conducted to determine an appropriate valuation of the bond. Allocation of a purchase will be determined by available cash in specific client accounts, individual client tax parameters (state residency), risk profiles, and potential cash flow needs. Municipal Bond Laddered Portfolio Specific Risks (1-5 year, 1-10 year and 5-15 year maturity portfolios): – Credit Quality: Many municipal bonds have good credit ratings, but some higher-yield bonds pose additional risks. Credit quality monitoring will be conducted for municipal security laddered portfolios on the same basis as it is for an actively managed municipal security portfolio. The portfolio management team will seek to apply the same ‘sell’ discipline to all portfolios based on its internal credit analysis. – Maturity: Municipal bond laddered portfolios are designed to be held until maturity in order to benefit from the repayment of principal. In general, investors should select a laddered bond portfolio with maturity dates that correspond to their desired portfolio maturity. 10  – Yield: Municipal bond laddered portfolios yields will vary based on their maturity, credit quality, and other factors. Once the investor selects a time horizon for a laddered portfolio, the portfolio will not be managed for interest rate risks. OIA High Yield Tax Exempt Methodology Investment methodology begins with top down, bottom up credit research that analyzes the sector, the documentation for the project, the management team for the company and the macroeconomics and demographics of the market. The sub-advisory team may also seek to engage in workout or re-structuring agreements that are meant to enhance the value or safety of their investment position. Top down economic factors such as interest rates, credit cycles and political trends are assessed. Individual local and state analysis is conducted including fiscal policy, political climate, surplus/deficits as well as industry analysis. While value is the primary focus, duration management, sector allocation, yield curve positioning, buy/sell trade execution, and geographic allocation also play a role in security selection. Taxable Investment Strategies Short Duration Cash Management The OIA Short Duration Cash Management strategy seeks to consistently outperform the Bloomberg U.S. Government 1-3 Year Index while diversifying the portfolio, seeking to manage portfolio risk levels and offering liquidity to investors. OIA employs cash management strategies focused on individual security selection. Key strategies include fundamental research analysis and management of portfolio risk factors. Investments are made primarily in high credit quality direct obligations of issuers having a stated maturity of 2 years or less, with a target average duration of one year. Insurance Investment Accounts Management The Insurance Investment Accounts Management product seeks to consistently outperform the client’s customized performance benchmark while diversifying the portfolio, seeking to manage portfolio risk levels, maintaining a controlled duration discipline consistent with the client’s investment guidelines for general or separate accounts. Intermediate Fixed Income The OIA Intermediate Fixed Income strategy seeks to consistently outperform the Bloomberg Intermediate Government/Credit Index while diversifying the portfolio, seeking to manage portfolio risk level and maintaining a controlled duration discipline. OIA employs intermediate fixed income strategies focused on individual security selection. Key strategies include fundamental research analysis, a controlled duration discipline, emphasis on all spread sectors and management of portfolio risk factors. Investments are made primarily in investment-grade corporate bonds, mortgage backed and other structured securities, U.S. government securities and taxable municipal bonds. Core Fixed Income The OIA Core Fixed Income strategy seeks to consistently outperform the Bloomberg U.S. Aggregate Bond Index while broadly diversifying the portfolio, seeking to manage portfolio risk levels and maintaining a controlled duration discipline. OIA employs core fixed income strategies focused on individual security selection. Key strategies include fundamental research analysis, a controlled duration discipline, emphasis on all spread sectors and management of portfolio risk factors. Investments are made primarily in investment-grade corporate bonds, mortgage backed and other structured securities, U.S. government securities and taxable municipal bonds. 11  Core Plus Fixed Income The OIA Core Plus Fixed Income strategy seeks to consistently outperform the Bloomberg U.S. Aggregate Bond Index while diversifying the portfolio, seeking to manage portfolio risk levels and maintaining a controlled duration discipline. OIA employs core plus fixed income strategies focused on individual security selection. Key strategies include fundamental research analysis, a controlled duration discipline, emphasis on all spread sectors and management of portfolio risk factors. Investments are made primarily in investment-grade corporate bonds, mortgage backed and other structured securities, U.S. government securities, taxable municipal bonds and non- investment grade bonds; however, up to 20% of portfolio assets may be invested in securities rated below investment grade. Corporate Core Plus Fixed Income The OIA Corporate Core Plus Fixed Income strategy seeks to consistently outperform the Bloomberg U.S. Credit Index. We focus on active portfolio management, utilizing a bottom-up style emphasizing optimal security selection. We seek to manage portfolio risk through a tightly controlled duration discipline and emphasis on sectors of the market that provide additional income. The portfolio usually invests 75% or more in Investment Grade U.S. Corporate Fixed Income securities and can invest anywhere from 0% to 25% in non-investment grade U.S Corporate securities. High Yield Fixed Income The OIA High Yield Fixed Income strategy seeks to consistently outperform the ICE BofA U.S. High Yield Excluding 144A Index while diversifying the portfolio and seeking to manage portfolio risk levels. OIA employs high yield fixed income strategies focused on individual security selection. Key strategies include fundamental research analysis and management of portfolio risk factors. Investments are made primarily in high-yield corporate bonds. Tax Exempt Investment Strategies Investment Grade Tax Exempt The OIA Investment Grade Tax Exempt strategy focuses on active portfolio management, using a relative value approach of sector rotation and security selection. Securities selected must be rated investment grade or better. The top down investment process begins by composing a maturity structure based on a 9-12 month interest rate forecast. The average duration of the portfolio is targeted to be within a range of plus or minus 20% of the appropriate benchmark. The next step is to identify what OIA believes to be attractive sectors within the tax-exempt markets. This step includes the selection of specific securities based on desired bond structure, state focus, bond categories and tax constraints. The final step in the process involves identifying what OIA believes are undervalued securities within the appropriate sector classes and structures. High Yield Tax Exempt The OIA High Yield Tax Exempt strategy is no longer being offered to new accounts and existing accounts are in process of being liquidated. The strategy seeks to produce strong risk adjusted total returns and current yield through a non-diversified high yield tax exempt portfolio. The strategy focuses on active portfolio management utilizing a top-down/bottom-up style emphasizing security selection and value investing. Security selection will focus primarily on project revenue bonds in five broad sectors: healthcare; education; housing; transportation and power, but also may include manufacturing, tax increment financing, general obligation debt and debt of distressed municipalities. The strategy usually will invest 70% or more of assets in below investment grade tax-exempt securities. It is expected that the average credit quality will be B/BB. The strategy may maintain a majority of positions in non-rated bonds. The strategy will strive to maintain less than 25% exposure to bonds subject to the alternative minimum tax. 12  The two most important elements of this strategy are value investing and proprietary credit research. The goal of the strategy is to outperform the Barclays Municipal High Yield Index. Additionally, the portfolio manager factors in top-down economic factors such as interest rates, credit cycles and political trends. Individual local and state analysis is conducted including fiscal policy, political climate, surplus/deficits, as well as industry analysis. While value is the primary focus, duration management, sector allocation, yield curve positioning, buy/sell trade execution, and geographic allocation also play a role in security selection. Short Duration Tax-Exempt The OIA Tax Exempt Short Duration Strategy seeks to provide attractive tax free income within a conservative limited duration, high quality and low volatility SMA. Focusing on a preservation of principal and a modified bottom up approach that emphasizes optimal security selection, portfolio risk is managed through a tightly controlled duration discipline that is employed in an effort to mitigate volatility as well as a focus on high quality credits with a minimum credit rating of “A” or better. All portfolios are short-term in maturity structure and can be individually customized based upon each client's risk parameters, income requirements, and tax considerations. For each of the strategies mentioned above, investors should bear in mind that investing in securities involves significant risks of loss that clients should be prepared to bear. Investment Strategies for Private Feeder Funds / Access Funds 1). AA Millennium USA Access Fund LLC (“AA Millennium”) AA Millennium is a private feeder fund advised by OAM that invests primarily in the Millennium USA LP, a private investment fund managed by Millennium Management LLC (“Millennium”). This structure allows individual investors to gain indirect access to the underlying fund with lower minimum investment requirements than they would typically need to invest directly. Investors in the access fund are not investing directly in the underlying fund, but rather in a vehicle designed to pool assets and invest in it on their behalf. Millennium USA LP, the underlying fund for AA Millennium, is a multi-strategy fund launched in 1990 by Israel Englander, who is the Chairman and CEO of the firm. . 2). AA Oaktree Power 7 Access Fund, LLC (“AA Oaktree”) AA Oaktree is a private feeder fund advised by OAM that invests primarily in the Oaktree Power Opportunities Fund VII, L.P. a private investment fund managed by Oaktree Capital Management (“Oaktree”). This structure allows individual investors to gain indirect access to the underlying fund with lower minimum investment requirements than they would typically need to invest directly. Investors in the access fund are not investing directly in the underlying fund, but rather in a vehicle designed to pool assets and invest in it on their behalf. Certain Risks related to the Strategies and Methodologies used by OAM Risk of Fixed Income Securities There are risks associated with investing in bonds. These include risks related to interest rate movements (interest rate risk, spread risk and reinvestment risk), and the risk of credit quality deterioration (credit or default risk). Clients may lose all or some of their monies when investing in bonds and should be prepared to bear such losses. These risks need to be evaluated and effectively managed if the client is to achieve the potential benefits of investing in fixed income securities. While we seek to manage these risks, there is no guaranty that we will succeed in managing any or all of them. The sub-advisory team may also seek to engage in workout or re-structuring agreements that are meant to enhance the value or safety of their investment position however these actions may not result in added value. 13  Interest Rate Risk Interest rate risk is the risk associated with the price volatility of a bond. As interest rates rise, bond prices generally decline. The longer the maturity of a fixed coupon bond, the greater the price declines for a given change in interest rates. Interest rate risk is the risk that market interest rate fluctuations result in a decline in the security’s price between the time the investor buys it and the time (before maturity) at which he or she sells it. The bond’s price will decline when rates rise and vice versa. Factors that affect interest rate risk include differences in coupon rates (the higher the coupon, the less the price movement), fixed vs variable coupons, and call features. Spread Risk Spread risk is the risk associated with changes in yields between issuers, credit ratings, sectors and/or markets. For example, sector spreads are yield differences between similarly rated bonds of different sectors. AA rated bonds of financial firms may trade at much higher yields than similarly rated industrial bonds. This spread relationship may change substantially while the general level of interest rates may remain unchanged. Reinvestment Risk Reinvestment risk is the risk that the cash flow received from a bond may be reinvested at a lower rate of return. Short-maturity bonds and callable bonds are the instruments most frequently associated with reinvestment risk. Callable bonds may subject the investors to reinvestment risk. Such bonds allow the issuer to repay the principal (with accrued interest) early. This gives the issuer the flexibility to refinance the debt if rates are low or declining. The timing of bond calls occurs precisely when investors do not want to receive their principal back, i.e., when they can only reinvest at either lower rates or in lower-quality securities. To compensate them for this reinvestment risk, investors in callables typically demand (and get) a higher interest rate as compared to non-callables. Liquidity Risk Liquidity risk is the risk that you might not be able to buy or sell investments quickly for a price that is close to the true underlying value of the asset. Credit Risk Credit or default risk is the risk that the issuer may be unable to make timely principal and interest payments on the bond. It is the critical determinant of a fixed income security’s quality. All fixed income securities have credit risk. U.S. Treasury securities are generally considered to have the least credit risk of all fixed income investments. Most corporate bonds are rated by a nationally recognized statistical rating agency such as Standard & Poor’s and Moody’s. Standard & Poor’s rates bonds from AAA (the best) to D (in default) with the ratings AAA, AA, A, and BBB considered to be “investment grade” and bonds rated BB, B, CCC, CC, C and D considered speculative grade. Generally the lower the rating the greater chance the obligor may not be able to repay their bonds in full and on time (default). Many factors contribute to the ultimate recovery of principal (and possibly back interest) should an issue default. Investors should pay particular attention to the issue’s ranking in the capital structure of the issuer. High yield bonds are bonds rated BB or lower. These bonds are speculative and carry a very significant risk of default. Adverse changes in economic conditions or developments regarding the issuer are more likely to cause price volatility for issuers of high yield debt than would be the case for issuers of higher grade debt securities. In addition, the market for high yield debt may be less attractive than that of higher-grade debt securities. These bonds tend to have significantly higher price volatility so an investor selling a high yield bond prior to maturity may receive only a 14  fraction of the original purchase price. Additionally, in the event of default bondholders may receive limited recoveries, if any. Municipal Securities Risk Issuers of municipal securities tend to derive a significant portion of their revenue from taxes, particularly property and income taxes. Accordingly, decreases in personal income levels and property values and other unfavorable economic factors, such as a general economic recession, adversely affect municipal securities. Municipal issuers may also be adversely affected by rising healthcare costs, increasing unfunded pension liabilities and by the phasing out of federal programs providing financial support. Where municipal securities are issued to finance particular projects, especially those relating to education, healthcare, transportation, housing, water or sewer and utilities, issuers often depend on revenues from those projects to make principal and interest payments. Adverse conditions and developments in those sectors can result in lower revenues to issuers of municipal securities and can also have an adverse effect on the broader municipal securities market. There may be less public information available on municipal issuers or projects than other issuers, and valuing municipal securities may be more difficult. In addition, the secondary market for municipal securities is less well developed and liquid than other markets, and dealers may be less willing to offer and sell municipal securities in times of market turbulence. Changes in the financial condition of one or more individual municipal issuers (or one or more insurers of municipal issuers), or one for more defaults by municipal issuers or insurers, can adversely affect liquidity and valuations in the market for municipal securities. The value of municipal securities can also be adversely affected by regulatory and political developments affecting the ability of municipal issuers to pay interest or repay principal, actual or anticipated tax law changes or other legislative actions, and by uncertainties and public perceptions concerning these and other factors. The rate of interest paid on municipal securities normally is lower than the rate of interest paid on fully taxable securities. Some municipal securities, such as general obligation issues, are backed by the issuer’s taxing authority, while other municipal securities, such as revenue issues, are backed only by revenues from certain facilities or other sources and not by the issuer itself. The municipal market can be susceptible to unusual volatility, particularly for lower-rated and unrated securities. Liquidity can be reduced unpredictably in response to overall economic conditions or credit tightening. Risks of the High Yield Tax Exempt Strategy The strategy will not be diversified. Being non-diversified may magnify the strategy’s losses from adverse events affecting a particular issuer. The High Yield Tax Exempt Strategy focuses primarily on a wide variety of project revenue debt, which typically includes stand-alone projects with dedicated cash flow streams. Risks include the ability of a particular project to repay its debt based on that cash flow stream, generally without the municipality or its ability to tax as a form of repayment. Certain revenue bonds are backed by settlements with tobacco companies. In 1998, the largest U.S. tobacco manufacturers reached an out of court agreement, known as the Master Settlement Agreement (the “MSA”), to settle claims against them by 46 states and six other U.S. jurisdictions. The tobacco manufacturers agreed to make annual payments to the government entities in exchange for the release of all litigation claims. A number of the states have sold bonds that are backed by those future payments. The settlement payments are based on factors, including, but not limited to, annual domestic cigarette shipments, cigarette consumption, inflation and the financial capability of participating tobacco companies. Payments could be reduced if consumption decreases, if market share is lost to non-MSA manufacturers, or if there is a negative outcome in litigation regarding the MSA. Although the investment team may engage in workout or restructuring discussions with issuers, there is no guaranty that such discussions will result in agreement and or benefits for the bond investors. In fact, the fact that the issuer is engaging in such discussions reflects certain weaknesses in the credit. 15  Liquidity Risk U.S. Government bonds generally have the greatest liquidity, meaning that they can be purchased and sold quickly at prices very close to the inter-dealer market. At the other end of the liquidity spectrum are small issues of low rated bonds. As a result of regulatory changes affecting banks and broker-dealers, there may be less liquidity in the bond market. Risks of Undervalued Securities OIA may select fixed income securities that they believe are undervalued. A risk is that OIA’s analysis may be incorrect and the securities may be worth less than OIA’s analysis. Risks of Consulting Services OAM provides consulting services to institutional clients on investment policy, asset allocation, manager selection, and reporting. The investment policy and asset allocation is designed to provide proper diversification and to take an acceptable level of risk based on the client’s objectives, time horizon, and risk tolerance. However, unforeseen events occur regularly which could incur unintended risk to the client portfolio in the short-to-intermediate term. All managers recommended by OAM are registered under the Investment Advisers Act of 1940 at the time of the recommendation. Risks of Private Feeder Funds / Access Funds Each Access Fund’s primary business is to invest its assets in the underlying fund. As such, the fund will act as a feeder fund by investing in the underlying fund. In addition to the usual risks associated with the various investments made by the underlying fund, an investment in the fund contains the following additional risks. If a prospective investor was able to invest directly in or with the underlying fund the investor might avoid the additional layer of fees associated with an investment in the fund. By investing in the underlying fund indirectly through the fund, an investor will not only bear the fees associated with an investment in the fund, but will also indirectly bear the fees associated with investing through the underlying fund. The underlying fund manager or its affiliates will also receive performance or incentive-based allocations or fees to which they are entitled based on the governing documents of the underlying fund and as a result, investors in the fund will indirectly bear such performance / incentive allocations or fees. Before investing in the Access Funds, potential investors should review the detailed explanation of risks as well as other information in the fund’s Private Placement Memorandum (PPM). Read the PPM carefully prior to investing. Private funds are highly speculative investments and are not intended as a complete investment program. They are designed only for sophisticated investors who can bear the economic risk of the loss of their investment in a fund and who have limited need for liquidity of their investment. Investors must be prepared to bear these risks for an indefinite period of time. Such risks include, but are not limited to: • The fund may not meet its investment objective and there is a possibility that investors will not recover the full amount they initially invested. • There are certain restrictions on transferring interests and there is no public market for fund interests. • The fund has no operating history upon which prospective investors may base an evaluation of the fund’s likely performance. Furthermore, past results are not indicative of future performance, and the fund’s performance may be volatile. • The fund’s fees and expenses will offset the fund’s profits. • The fund may involve complex tax structures that result in delays in distributing important tax information. • The fund is subject to fewer regulatory requirements than registered funds. • The fund is subject to potential conflicts of interest with the Managing Member, Investment Adviser, Underlying Fund Manager and their respective affiliates. 16  • With the increased use of technologies to conduct business, the fund is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. • Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics (e.g., COVID-19) and epidemics, have been and can be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of client accounts. These disruptions could prevent the fund and Underlying Fund from executing advantageous investment decisions in a timely manner and negatively impact the fund’s and Underlying Fund’s ability to achieve their respective investment objectives or investment strategies. Any such event(s) could have a significant adverse impact on the value of the Fund’s investments and the risk profile of the Fund. AA Millennium may further be subject to the following risks: • Securities that are not freely tradeable, and all other assets of the fund, will be valued by the Managing Member of the fund based upon all relevant factors, with respect to the fund’s portfolio investments, the Managing Member intends to rely on the values reported by the Underlying Fund and Underlying Fund Manager, provided that freely tradeable securities held by the fund, if any, will be valued at market value. • The success of the fund will depend in large part upon the skill and expertise of the Managing Member, Investment Adviser and Underlying Fund Manager. The Underlying Fund Manager selects all investments for the Underlying Fund. The likelihood that Members will realize income or gain from investing in the fund will depend entirely on the acumen and expertise of the Underlying Fund Manager’s personnel. • The fund invests or intends to invest substantially all of its assets in interests of the Underlying Fund. Investors should give careful consideration to the risk factors, conflicts of interest and other information included in the Underlying Fund documents. Certain of these risks include the risk of employing leverage, trading on foreign exchanges, and engaging in other speculative investment practices, which can substantially increase the risk of losses to which the fund may be subject. AA Oaktree may further be subject to the following risks: • Risks relating to the power sector: Investing in power facilities and related assets and the companies that provide the equipment, services and systems to such power facilities and related assets is subject to a variety of risks, not all of which can be foreseen or quantified, including operating, economic, environmental, commercial, regulatory, political and financial risks. • Leverage: The fund may make investments in companies whose capital structures have leverage. Such investments are inherently more sensitive than others to declines in revenues and to increases in expenses and interest rates creating greater possibility of default or bankruptcy of the borrower. • Illiquidity of Investments: The fund’s investments may consist of securities and obligations which are thinly traded, securities and obligations for which no market exists, or securities and obligations which are restricted as to their transferability. These factors may limit the ability to sell such securities at their fair market value. • Lack of diversification: Other than as set forth in the fund’s governing documents, the fund will be under no obligation to diversify its investments. Accordingly, the investment portfolio of the fund may be subject to more rapid changes in value than would be the case if the fund were required to maintain broad diversification among companies, industries and types of securities. 17  ITEM 9. DISCIPLINARY INFORMATION On March 11, 2019, OAM and its affiliate Oppenheimer & Co Inc. (“Oppenheimer”) became subject to an order (the “Order”) with the Securities and Exchange Commission (“SEC”). The Order arose out of recommendations or purchases made by Oppenheimer or OAM for advisory clients during the period from January 1, 2014 through August 15, 2018 ( the “Relevant Period”) of mutual fund share classes that charged 12b-1 fees instead of lower cost share classes of the same funds for which clients were eligible. During the Relevant Period, Oppenheimer and its Financial Advisors received 12b-1 fees for advising clients to invest in or hold such mutual fund share classes. Oppenheimer and OAM self-reported to the SEC the violations discussed in the Order pursuant to the SEC’s Division of Enforcement’s Share Class Selection Disclosure Initiative. Pursuant to the Order, Oppenheimer and OAM were censured and agreed to (i) pay $3,528,377 consisting of disgorgement of $3,169,123 and prejudgment interest of $359,254, (ii) cease and desist from committing or causing any violations and future violations of Sections 206(2) and 207 of the Investment Advisers Act of 1940 (the “Advisers Act”) and (iii) distribute the amount of $3,528,377 to affected investors during the Relevant Period. Oppenheimer and OAM also undertook to (i) review and correct as necessary all relevant disclosure documents concerning mutual fund share class selection and 12b-1 fees, (ii) evaluate whether existing clients should be moved to a lower cost share class and move clients as necessary, (iii) evaluate, update if necessary and review the effectiveness of implementation of policies and procedures so that they are reasonably designed to prevent future violations of the Advisers Act in connection with disclosures regarding mutual fund share class selection. OAM is one member of a diversified financial services company. OAM has affiliates that are subject to both civil and regulatory legal actions. Each affiliate is identified in our ADV Part 1 in Section 7A and these actions are disclosed in the affiliate’s ADV as well as other regulatory filings and notices. As a result, regulatory action involving an affiliate in the future may result in a material adverse effect on the business or operations of that affiliate. ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Several management persons of OAM including Albert Lowenthal, Chairman and CEO (who will be Chairman effective May 5, 2025), Robert Lowenthal (who will become Chief Executive Officer effective May 5, 2025) and Bryan McKigney, President are registered as registered representatives of Oppenheimer but generally do not conduct business in that capacity. OAM’s advisory services generally are offered to clients by Financial Advisors of Oppenheimer. Financial Advisors of Oppenheimer receive a portion of the fees paid by their clients to OAM for the advisory services described in this Brochure. The amount of this compensation may be greater than what the Financial Advisor would receive if the client participated in other programs. A Financial Advisor therefore may have a financial incentive to recommend the services described in this Brochure over other services. When choosing an advisory program, clients should ask about other programs offered by OAM or its affiliate Oppenheimer. Although there are differences in the compensation structure among programs, there also are differences in the strategies and services provided. A Financial Advisor’s Branch Office Manager reviews each new advisory account for suitability. Oppenheimer may take positions or actions that are contrary to the interests of clients of OIA. OAM is the sponsor of several hedge funds and private equity funds. Interests in those funds are sold by Oppenheimer as principal placement agent. Financial Advisors of Oppenheimer receive a portion of the management fees and incentive fees paid by the funds. This creates an incentive for Financial Advisors of Oppenheimer to recommend the purchase of funds that pay an incentive fee or higher incentive fee over other funds that do not pay an incentive fee or other investment products. Oppenheimer is also a registered broker-dealer and full service investment firm as well as a registered investment adviser. Oppenheimer provides services such as investment banking, equity research, institutional sales, municipal finance and debt capital markets. Oppenheimer Trust Company, an affiliate of Oppenheimer, provides trust services 18  to high net worth individuals, not for profit organizations and businesses. Oppenheimer Trust Company may recommend OAM advisory programs or products to its trust clients. Mutual funds or managers that may be recommended in Consulting Services relationships do not pay any fees to OAM for such recommendations. Advisers or distributors of mutual funds that may be recommended in Consulting Services relationships also may be available in other advisory programs. Certain companies pay for or reimburse OAM or Oppenheimer for various costs relating to client and prospective client meeting sales and marketing materials and educational training and sales meetings held with Financial Advisors of Oppenheimer. These affiliates of mutual funds also pay for the cost of reasonable entertainment in connection with Oppenheimer sponsored or client related events. Oppenheimer acts as the placement agent for the sale of interests in collective investment vehicles for which subsidiaries of OAM serve as investment advisor or general partner. Funds that may be recommended in Consulting Services relationships may have other business relationships with Oppenheimer such as institutional trading. OAM does not consider any such relationships when determining whether or not to recommend a fund for a consulting client. Certain fund companies pay Oppenheimer a system support or networking per client account. Oppenheimer retains these fees. Research Oppenheimer has procedures in place that seek to avoid improper communications between Oppenheimer research employees and employees of other Oppenheimer departments including Financial Advisors of Oppenheimer. OAM employs Strategists that provide research to asset management affiliates and to third parties that may also be distributed by our affiliated broker-dealer. Investment Banking In order to prevent the improper use of material, non-public information from one part of Oppenheimer to another, Oppenheimer has created “information barriers” or “information walls” around each department that holds this information. Each business unit that regularly holds customer confidential information (such as investment banking) is on the “Private Side” of the information wall. In contrast, each business unit that does not hold confidential information is on the “Public Side” of the wall. Financial Advisors of Oppenheimer are considered to be on the “Public Side” of the wall. Employees on the Private Side of each information wall are prohibited from providing any material, non-public information to employees on the Public Side of the information wall. Regulatory requirements prohibit Private Side investment banking personnel who are in possession of material, non- public information from discussing a pending transaction with individuals on the Public Side (or employees on the Private Side who do not have a “need to know”). Only those employees directly involved in or necessary to the due diligence process of an investment banking transaction are permitted to be brought “over the wall.” Compensation from Other Advisers OAM does not receive compensation from other investment advisers for recommending those advisers to clients. Financial Advisors of Oppenheimer, a broker-dealer and affiliate of OAM, receive compensation for the sale of interests in hedge funds recommended by OAM out of payments made by the funds to Oppenheimer. Certain hedge funds make higher payments to Oppenheimer than other funds on the OAM hedge fund platform and accordingly, Financial Advisors who sell these funds receive higher payments than they receive from selling other hedge funds. This practice represents a conflict of interest and gives OAM and the Financial Advisor an incentive to recommend investment products based on the compensation received, rather than on a client’s needs. 19  ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics, Participation or Interest in Client Transaction and Personal Trading OAM has adopted a written Code of Ethics pursuant to Rule 204A-1 under the Investment Advisers Act of 1940. A copy of the Code of Ethics will provided upon request to any client or prospective client. The purpose of the Code of Ethics is to set forth standards of conduct expected of advisory personnel and address conflicts, such as front running, that arise from personal trading by advisory personnel. The Code of Ethics addresses these conflicts as follows: 1. Certain advisory personnel with access to the securities trading of advisory clients are deemed as “access persons”; 2. These access persons of the adviser are required to certify that they are in compliance with the Code of Ethics on an annual basis; 3. Access persons are also required to provide compliance personnel with brokerage accounts through which they conduct personal trading, and 4. Access persons are required to obtain written pre-clearance by compliance personnel of all personal securities transactions (other than certain exceptions to this requirement as defined in the Code of Ethics). OAM and certain of its affiliates are engaged or may engage in investment activities for separate accounts for individuals and institutions or for their own accounts. These various accounts may from time to time purchase, sell or hold certain investments which are also being purchased, sold or held by other client accounts of OAM. For client accounts of OAM pursuing the same investment strategy, OAM will seek to allocate investments among these accounts on an equitable basis, taking into account such factors as the relative amounts of capital available for new investments. OAM and its officers and employees devote as much of their time to the activities of its clients as OAM deems necessary and appropriate. Please contact Brian Roth at Brian.Roth@opco.com for a copy of this Code of Ethics. ITEM 12. BROKERAGE PRACTICES OIA considers the following factors in selecting broker-dealers for client transactions: – Price of the security – Commission rates – Operational facilities of the broker-dealer or electronic trading platform – Reliability and stability of the broker-dealer or electronic trading platform OIA does not receive research or other products or services other than execution from a broker-dealer or third party in connection with client securities transactions. OIA does not consider whether it or a related person receives client referrals from a broker-dealer or the security in selecting or recommending broker-dealers. Neither OIA nor a related party requests, recommends or requires that a client direct it to execute transactions through a specified broker- dealer. OIA will utilize electronic trading platforms that seek to obtain a best price from a number of disclosed and undisclosed platform participants. OIA will enter both purchase and sale transactions in the same security on the same day. While it does not intend to engage in cross transactions, since it selects counterparties based on the best bid or offer, it may result in opposite direction trades being executed with the same counterparty. OIA permits clients who have separate accounts that are not part of a wrap fee program to direct brokerage. When a client directs brokerage, OIA may not be able to achieve the most favorable execution of transactions or include that 20  account in an allocation. As a result, the performance of an account where a client directs brokerage will differ significantly. For example, in a directed brokerage account, a client may pay higher brokerage commissions, spreads or transaction costs because OIA may not be able to aggregate orders to reduce transactions costs or the client may receive less favorable prices. OIA and its advisory affiliates refer to employees who perform investment advisory services as “Portfolio Managers” or “investment adviser representatives.” Portfolio Managers that deliver their services with the assistance of other Portfolio Managers are referred to as a “team.” The Investment Grade Tax Exempt team manages separate accounts for clients of OIA with the investment objective of investment grade tax exempt fixed income. The Investment Grade Tax Exempt team provides investment advisory services to their clients with the assistance of the members of the team but without the assistance of portfolio managers of other teams. The Taxable team manages taxable fixed income strategies for clients of OIA and for clients of Oppenheimer Investment Management LLC, an advisory affiliate. The Portfolio Managers of the Taxable team deliver their services with the assistance of the members of the Group but without the assistance of portfolio managers of other teams. The teams allocate investments among client accounts in a fair and equitable manner. A variety of factors (to the extent applicable in each instance) will be considered in making such allocations. These factors include, in no particular order: (1) Investment objectives or strategies for particular accounts (2) Tax considerations of an account (3) Risk or investment concentration parameters for an account (4) Supply or demand for a security at a given price level (5) Size of available investment (6) Cash availability and liquidity requirements for accounts (7) Regulatory restrictions (8) Account ramp-up (9) Minimum investment size of an account, and (10) Relative size of account. Investments may not be allocated to one client account over another based on any of the following considerations: (1) To favor one client account at the expense of another (2) To generate higher fees paid one client account over another or to produce greater compensation to the advisory entity (3) To develop or enhance a relationship with a client or prospective client and (4) To compensate a client for past services or benefits provided to the advisory entity or to induce future benefits or services. TRADE ALLOCATION AND ROTATION All trades are done on a competitive basis away from Oppenheimer & Co. Best execution is monitored by Oppenheimer Asset Management Inc.’s (“OAM”) Brokerage Committee. In any liquidations or sales, competitive bids are received. Depending on market conditions, the goal in any liquidation is to receive a minimum of three bids. In any purchase, the bond is evaluated for fair price based on competitive spreads relative to the MMD (Municipal Market Data) scale on the corresponding day. All trades are allocated prior to the purchase of a particular bond. Allocations for both the SMA and Ladder programs are determined by available cash, specific client tax situations (state of residency), target average maturity/duration of the individual account, as well as specific client restrictions. 21  The OIA Tax Exempt team utilizes the following tools for allocations: Investor tools Perform System 1. The OIA Tax Exempt Fixed team utilizes the Allocator on the Investor tools Perform system. Portfolio amounts can be entered manually or proposed by Perform (via an Allocation feature). The Allocation feature incorporates all Portfolio Strategy’s investment targets and client specific restrictions when allocating bonds. The Allocation feature immediately provides portfolio rule feedback and displays the effect of the trade on portfolio statistics, allowing for modifications prior to trade execution. The allocation process begins with the system’s Select Criteria function. This search function filters accounts based on numerous criteria including but not limited to account model type (restricted, short duration etc.), state residency, general market subset, cash minimums or maximums, duration (both effective and modified), or market value. Once a group of accounts are identified as eligible to participate in trade allocation, manual adjustments may be made to the allocation based on additional information found in the Perform System and in the OIA inquiry sheets (see below). The allocation of bonds to identified accounts can be manual (bonds purchased for a specific purpose), targeted across the board percentage, or from the auto allocation function supplied by the system which ranks purchases based on a pre-determined management style components. The auto allocation function has been built to target bonds across duration buckets based on management styles. Auto allocation also takes into consideration specific account restrictions which may include minimum cash balances, maturity or duration restrictions, or quality restrictions. In some cases where mailing address differs from tax domicile, Perform cannot account for state coding restrictions which are noted in OIA inquiry sheets. 2. OIA Inquiry Sheet receives an email from DL - Data Administration Development DL- Each morning, OIA TEFI DataAdministrationDevelopment@opco.com containing an excel spreadsheet named Inquiry_MuniPorts_NoModel (“Inquiry Sheet”). The Inquiry Sheet consists of several tabs that are uploaded from various reports from Perform. The first tab “in sheet” is created using formulas that VLOOKUP from rows and cells extracted from the other tabs uploaded by Perform. OIA TEFI will visually assess via the inquiry invest needs to assess market participation for that day. Utilizing the Perform System Allocations are based on several factors, including allocation models ranking (Trading – Allocation Models); portfolio rules; management styles; and strategy rules. Blotters are created in the Trading Center of Perform based on the aforementioned. An automated allocation may be produced and any warnings are overridden only when justified by an OIA TEFI employee. Allocations are used in conjunction with the Inquiry Sheet to edit for final allocation. The teams will not aggregate client transactions unless they believe that aggregation is consistent with their duty to seek best execution (which includes best price) for its clients and is consistent with clients’ investment advisory agreements. Each account that participates in an aggregated order will participate at the same prices for all transactions of the respective team in that security on a given day with all transaction costs shared on a pro rata basis. Transactions for advisory accounts that are custodied at Oppenheimer may be aggregated with transactions for accounts that are custodied at other custodians. It is often not possible to receive the same price or time of execution in multiple transactions in an aggregated order. Therefore such aggregated order may be executed in one or more transactions at varying prices and each client’s order that is custodied at Oppenheimer will receive the average price for the day with respect to such transactions. Transactions for accounts that are custodied at custodians other than Oppenheimer cannot receive the average price of transactions executed at different times. OAM will not receive any additional compensation as a result of an aggregated order. Oppenheimer’s broker-dealer affiliate receives remuneration, compensation or other consideration for directing customer orders for securities to particular market centers for execution. Such consideration, if any, may take the form of credits against fees due such market centers, monetary payments, research, reciprocal agreements for the provision of order flow, products or services or other items of remuneration. 22  Oppenheimer’s broker-dealer affiliate also receives payment for routing the options orders to designated broker- dealers or market centers for execution. Compensation may be in the form of a per contract cash payment. The source and amount of any compensation received in connection with options transactions and any additional information concerning the options order flow payments will be furnished upon written request. Private Feeder Funds / Access Funds The underlying fund managers have complete discretion in deciding which securities are bought and sold for the underlying fund, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. ITEM 13. REVIEW OF ACCOUNTS OIA portfolio managers seek to review accounts on a daily basis utilizing the portfolio accounting systems, third party services and analytical spreadsheets. Accounts are generally screened daily for cash flow and account balance information. OIA performance is reviewed internally on a quarterly basis. Reviews may be conducted entirely within a trade order management or portfolio accounting system and may not generate additional reporting. The Client Services Department of OAM performs the following reviews of OIA accounts. Firm’s Custodial System to Portfolio System Reconciliation A daily comparison of cash and security positions is made between the books and records of the firm as applicable and the portfolio accounting system to ensure proper calculation of performance and billing. This reconciliation allows for the identification of positions, account switches or account closes. OAM Monthly Performance Review The portfolio holdings and activity for outlying accounts may be examined to verify the performance return. Factors Prompting Review of Client Accounts Other than a Periodic Review Accounts may be reviewed more frequently than monthly as a result of any of the following: • Cash balance that needs to be reinvested • Sale of a security in the account • Buying a security to replace a sold security or to utilize cash in the account • Reviewing the duration of the account • Reviewing overall credit quality of the account Portfolios are reviewed as market conditions dictate for total return and interest rate sensitivity. Clients are provided a written report of their accounts on a quarterly basis. The report lists all holdings, performance of the account and comparisons to relevant indexes. Private Feeder Funds / Access Funds Annually, the funds will furnish audited financial statements to all Members and tax information necessary for the completion of income tax returns. On a monthly basis, each Member invested in AA Millennium will be furnished with unaudited account statements and such other reports as the Managing Member deems fit in its sole discretion. Monthly reports will be delivered to Members as soon as reasonably practicable after the fund receives the required information from the Underlying Fund and Underlying Fund Manager to prepare such reports. 23  On a quarterly basis, each Member invested in AA Oaktree will be furnished with unaudited account statements and such other reports as the Managing Member deems fit in its sole discretion. Quarterly reports will be delivered to Members as soon as reasonably practicable after the fund receives the required information from the Underlying Fund and Underlying Fund Manager to prepare such reports. ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION OAM receives economic benefits from third parties for providing investment advice or other advisory services to clients such as the incremental addition of assets under management. OAM pays cash compensation for client referrals in accordance with Rule 206(4)-1 under the Investment Advisers Act of 1940. Compensation paid is a percentage of the assets under management or the fee payable by the referred clients and may continue for the length of the client’s advisory relationship with OAM. The client does not incur any additional fees as a result of such client referral arrangements. Employees of OAM and Oppenheimer and their affiliates receive reduced fees on their advisory accounts. Private Feeder Funds / Access Funds Oppenheimer Financial Advisors receive a portion of the management fee paid with respect to interests in the Access Funds held by their clients. Additionally, certain Oppenheimer Financial Advisors may, with the investor’s consent, charge investors an additional upfront placement fee. ITEM 15. CUSTODY OAM does not have direct custody of client funds or securities. Some clients choose to have their funds or securities custodied at Oppenheimer, a registered broker-dealer and a qualified custodian. Oppenheimer sends clients a monthly account statement. Clients may decide to custody their funds and securities at a qualified custodian that is not affiliated with OAM. Clients will receive account statements from the broker-dealer, bank or other qualified custodian and should carefully review those statements. Clients also receive a quarterly performance report from OAM. Clients should compare the account statements they receive from their qualified custodian to the quarterly performance report they receive from OAM. If a client chooses Oppenheimer to serve as the qualified custodian the client should be aware that Oppenheimer is an affiliate of OAM and may earn additional fees for serving as such. In the course of executing client instructions, OAM may authorize and facilitate the transfer of client funds between qualified custodians the execution of securities transactions and to comply with client instructions. Clients may request a copy of the most recent Report on Oppenheimer & Co. Inc.'s Description of the System and the Suitability of the Design and Operating Effectiveness of its Controls Related to Its Custody Services (prepared pursuant to Statement on Standards for Attestation Engagement No. 18) by contacting Brian Roth at Brian.Roth@opco.com. Private Feeder Funds / Access Funds AA Millennium and AA Oaktree are each subject to an annual audit. Each fund’s audited financial statements will be distributed to investors within 180 days after the fund’s fiscal year end. Such financial statements will be prepared in accordance with generally accepted accounting principles (GAAP) and will be audited by: • AA Millennium: BDO USA LLP • AA Oaktree: BDO USA LLP 24  ITEM 16. INVESTMENT DISCRETION OAM accepts discretionary authority to manage securities accounts for clients. This authority is stated in the investment management agreement that OAM enters into with the client. Clients may specify certain types of securities that they do not want us to purchase for their account. Private Feeder Funds / Access Funds The success of the Funds will depend in large part upon the skill and expertise of the Managing Member, Investment Adviser and Underlying Fund Manager. The Underlying Fund Manager selects all investments for the Underlying Fund. The likelihood that Members will realize income or gain from investing in the Fund will depend entirely on the acumen and expertise of the Underlying Fund Manager’s personnel. Accordingly, no person should purchase Interests unless they are willing to entrust all aspects of the investment activities of the Fund to the Managing Member, Investment Adviser and Underlying Fund Manager. The Operating Agreement provides that the Managing Member has exclusive and absolute discretion and authority in the management and control of the business and affairs of the Fund, subject only to specific and express limitations in the Operating Agreement or provided by the laws of Delaware notwithstanding the Operating Agreement. The Managing Member may exercise this discretion and authority conditionally or unconditionally, arbitrarily, or inconsistently in varying or similar circumstances, without accountability to the Fund or any Member. ITEM 17. VOTING CLIENT SECURITIES OAM has engaged Glass Lewis & Co. Inc. (“Glass Lewis”) to provide research and advice on shareholder voting. OAM has reviewed and adopted Glass Lewis guidelines on proxy voting. Proxy Edge is integrated with voting recommendations from Glass Lewis and the system is set to automatically vote a meeting for all holders based upon the Glass Lewis recommendation. Although definitive voting decisions and / or recommendations made by Glass Lewis will be accepted, the Proxy Oversight Working Group (the “Working Group”) retains the authority to override the Glass Lewis recommendation during this process. From time to time Glass Lewis may not have specific guidance and thus the item is handled on a case-by-case basis. Certain case-by-case items, such as majority owner questions, may not require the convening of the Working Group. However, there may be certain case-by-case items that may require the convening of the Working Group. For proposals that fall into this category, the OAM Proxy Administrator will arrange for a meeting to be held by the Working Group. Working Group members will meet either in-person, telephonically, or electronically, and will vote in favor of what would be considered to be in the best economic interests of the clients. The final vote will be determined by the Working Group’s majority vote prior to the voting deadline due date. OAM may consult with Glass Lewis for matters that are decided on a case by case basis. Unless a client directs otherwise, OAM will not send annual reports, proxy statements and other materials issued by portfolio companies in which a client’s assets are invested. Clients may request information on how OAM has voted proxies for their accounts and may request OAM’s Proxy Voting Policies and Procedures by contacting: Oppenheimer Asset Management Inc. 85 Broad Street, New York, NY 10004 Attn: Proxy Voting Department 212-885-4798 Clients must specifically request that OAM vote their proxies. If OAM does not have authority to vote client securities, clients will receive their proxies directly from their custodian. 25  Private Feeder Funds / Access Funds To the extent any of these funds is entitled to vote on any matter with respect to its portfolio securities, each of the Funds has delegated responsibility to vote any proxies the fund may receive to OAIM, who will vote the proxy in accordance with its proxy voting policies and procedures. These policies are reasonably designed to ensure that OAIM votes proxies in the best interests of investors in the applicable Fund and addresses how OAIM resolves any conflict of interest that may arise when voting proxies. ITEM 18. FINANCIAL INFORMATION Not applicable. 26 

Part 2A Appendix 1 of Form ADV ITEM 1. Cover Page Oppenheimer Asset Management Inc. 85 Broad Street New York, NY 10004 March 27, 2025 This wrap fee program brochure (the “Brochure”) provides information about the qualifications and business practices of Oppenheimer Asset Management Inc. If you have any questions about the contents of this Brochure, please contact Brian Roth at Brian.Roth@opco.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Additional information about Oppenheimer Asset Management Inc. is available on the SEC’s website at: www.adviserinfo.sec.gov. Registration with the SEC as an investment adviser does not imply a certain level of skill or training. 1  Item 2. Material Changes This is the annual update for the year 2024. This annual update also reflects the fact that effective May 5, 2025, Robert Lowenthal will become Chief Executive Office of Oppenheimer Asset Management Inc. The annual update for the year 2023 was filed on March 19, 2024. A summary of any material changes to this and subsequent Brochures will be provided to you within 120 days of the close of our business’ fiscal year. We may also provide you with additional updates or other disclosure information at other times during the year in the event of any material changes to our business. You may request the most recent version of this Brochure by contacting Brian Roth at Brian.Roth@opco.com. 2  Item 3. Table of Contents. Item 1. Cover Page Cover Page Item 2. Material Changes…………………………………………………......2 Item 3. Table of Contents ………………………………………………….....3 Item 4. Services, Fees and Compensation ………………………………...….4 Item 5. Account Requirements ………………………………………............11 Item 6. Portfolio Manager Selection and Evaluation …………………..........12 Item 7. Client Information Provided to Portfolio Managers …………...........15 Item 8. Client Contact with Portfolio Managers …………………….……….15 Item 9. Additional Information ………………………………………………16 3  Item 4. Services, Fees and Compensation. Oppenheimer Asset Management Inc. (“OAM”) is a registered investment adviser and an affiliate of Oppenheimer & Co. Inc. (“Oppenheimer”), a registered investment adviser, a registered broker-dealer and a member of the New York Stock Exchange, Inc. and the Financial Industry Regulatory Authority, Inc. OAM offers a number of advisory programs that are described in this Brochure. Services include discretionary and non-discretionary programs. The advisory programs described in this Brochure are called wrap fee programs because a number of services are provided by OAM and Oppenheimer for a fee and transaction costs are not incurred for transactions executed by Oppenheimer. The structure of our advisory programs entails certain conflicts of Interest as discussed below. Oppenheimer receives 12b-1 fees as a result of investments in certain mutual funds. Mutual funds generally offer multiple share classes, some of which do not result in 12b-1 fees. Any 12b-1 fees paid to Oppenheimer attributable to fund shares held in your advisory account will be credited back to clients by the firm on a monthly basis for those days that the account is managed. The payment of 12b-1 fees presents a conflict of interest for OAM and Oppenheimer and provides an incentive to recommend investments based on the compensation received from the receipt of 12b-1 fees, rather than on a client’s needs or the existence of a less expensive share class even when a client is eligible for a lower-cost share class of the same fund. The firm mitigates this conflict by crediting back 12b- 1 fees to the client. OAM advisory programs make available mutual funds which offer various classes of shares, including shares generally designated as Class A shares or other classes that pay 12b-1 fees, and certain shares classes that do not pay 12b-1 fees. In other instances, a mutual fund may offer only classes that pay 12b-1 fees, but another similar mutual fund may be available that offers share classes that do not pay 12b-1 fees. It is generally more expensive for a client to own shares that pay a 12b-1 fee. By offering 12b-1 share classes as well as non-12b-1 share classes, a conflict of interest exists for OAM, Oppenheimer and Financial Advisors because there is a financial incentive for the Financial Advisor to recommend a more expensive 12b-1 fee paying share class even when a client is eligible for a lower-cost share in the same or a comparable mutual fund. The firm mitigates this conflict by crediting back to the client 12b-1 fees received. Certain funds pay Oppenheimer a system support or networking fee per client account. Oppenheimer retains these fees. Cash balances in all programs sponsored by OAM that are held at Oppenheimer are invested automatically in certain participating banks in the Advantage Bank Deposit Program (the “ABD Program”). Oppenheimer receives a fee from each deposit bank. The amount of the fee paid to Oppenheimer will affect the interest rate paid on Deposit Accounts. To the extent more of the fee paid is retained by Oppenheimer the interest rate paid to clients on Deposit Accounts will be less. The ABD Program is significantly more profitable to Oppenheimer than money market fund sweep vehicles. The fee payable to Oppenheimer may be as high as 5% of the household balances invested in the ABD Program. Oppenheimer retains fees earned on cash deposits for accounts in the ABD Program. OAM also charges an advisory fee on those cash balances. OAM earns advisory revenue on cash balances invested in the ABD Program and Oppenheimer earns administrative fees paid by bank participants for administration. Clients in non-discretionary advisory programs should compare their non-discretionary advisory programs to a brokerage account that does not charge a fee to the Client on cash balances or to a money market mutual fund. Oppenheimer does receive administrative fees in the ABD Program in brokerage accounts. For certain programs in which OAM exercises investment discretion, OAM determines the level of cash in the account. This creates a conflict of interest for Oppenheimer and OAM because we are paid both the advisory fee and the bank administration fee. OAM believes this conflict is mitigated due to the fact that OAM employees that exercise discretion over an account do not receive a portion of the bank administrative fee. Money market mutual funds are available as alternative solutions to the ABD Program. However, the client or the client’s Financial Advisor must request access to these funds for advisory 4  accounts as all cash held in advisory accounts is currently invested automatically in the ABD Program. Money market mutual funds also have different risk and return profiles than the ABD Program, including that most money market funds do not qualify for FDIC insurance. Clients should consult with their Financial Advisor to compare money market mutual funds with the ABD Program. OAM’s advisory fee is charged on all assets in an advisory account including cash in advisory accounts custodied at Oppenheimer, for which Oppenheimer also receives the ABD Program fee. When OAM exercises discretion, OAM can determine the level of cash in the account. OAM as Fiduciary to You As a registered investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), OAM has an obligation to act as a fiduciary in the way that we provide advisory services to you according to legal standards set forth under the Advisers Act, certain state laws and common law. What does it mean to act as a Fiduciary? If there is a potential for a conflict, we disclose the conflict to you. – We need to act in your best interests. – We need to place your interest ahead of our own. – We must disclose material facts about our advisory programs. – We design our advisory programs to avoid conflicts of interest. – Our recommendations to you are based on our investment due diligence process and our understanding of your investment goals and risk tolerance. – We will not engage in principal trading (trades between your accounts and our proprietary accounts) without your consent. – We will disclose the fees that you pay and compensation that we receive. – We must have a reasonable basis for believing our recommendations are suitable for you and are consistent with your objectives and goals. When we 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. Under this special rule’s provisions, we must: – 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. The programs in this Brochure charge a “wrap fee”. Each program consists of the following services: Investment services of OAM and your Financial Advisor – – Trading, execution and settlement through Oppenheimer – Custody through Oppenheimer – Client reporting 5  Fees The fees we charge are negotiable and may differ from client to client based on a number of factors including the type and size of the account and the range of client related services to be provided to the Account and may differ for a client depending on the advisory program selected. The maximum fee and minimum account size for each program are set forth in the table below. The minimum annual fee for an account in any program is $250. The minimum fee will not apply if the account is at least $50,000 or advisory accounts in a client’s household are at least $250,000. OAM Advisory Program Minimums and Maximum Fees Program Name OIA Fees Tax Exempt Bond Laddered Portfolio: 0.50% Tax Exempt Short Duration Cash: 0.50% High Yield: 1.00% High Yield Tax Exempt: 1.25% Tax Exempt Bond Laddered Portfolio: 0.50% All other OIA accounts: 0.80% 0.80% OIA Retirement Minimum Account Size Tax Exempt Bond Laddered Portfolio: $125,000 Tax Exempt Short Duration Cash: $500,000 - $2,000,000 High Yield: $250,000 Short Duration Cash Management: $150,000 All other OIA accounts: $150,000 Short Duration Cash Management: $150,000 All other OIA accounts: $150,000 Account must meet manager minimum STAR Equity/Balanced Managers: 2.25% Fixed Income Managers: 0.50% Account must meet manager minimum 2.25% STAR Retirement UMA UMA Flex: $10,000 - $2,000,000 UMA Research: $10,000 - $500,000 Equity/Balanced Managers: 3.00% Fixed Income Managers: 0.80% Mutual Funds : 1.75% CEFs, ETFs and ETF Managers: 1.50% 2.70% UMA Retirement UMA Flex: $10,000 - $500,000 UMA Research: $10,000 - $500,000 $10,000 1.50% PAS Flex $10,000 1.50% PAS Flex Retirement $5,000 1.75% PAS Research $5,000 1.75% PAS Research Retirement $10,000 2.00% Offshore PAS PEP Units Monthly Fee Annual Fee Minimum account size $1,250,000 Portfolio Enhancement Program (PEP) 0.5 1 1.5 2 2.5 3 3.5 4 $1,000 $1,850 $2,700 $3,600 $4,400 $5,000 $5,700 $6,200 $12,000 $22,200 $32,400 $43,200 $52,800 $60,000 $68,400 $74,400 6  Fees for accounts are adjusted on a prorated basis for each addition to or withdrawal of $10,000, netted on a daily basis. The fees charged for advisory programs may differ from what it would cost to purchase these services separately. Advisory accounts may include closed-end and open end mutual funds and exchange traded funds. Assets held in these funds are subject to various fees and expenses, including share class related fees, paid to the fund and ultimately borne by the investor. These fees will be in addition to and not offset against the fees (and commissions) charged for the account. Investors should review and consider these additional fees carefully. In addition to the fee, clients pay dealer markups or markdowns in principal transactions with broker dealers other than Oppenheimer, or commissions charged by broker dealers other than Oppenheimer, ADR agency processing fees, odd lot differentials, Exchange or SEC fees, transfer taxes and any other charges imposed by law, or any mutual fund expenses including redemption charges. Assets held in cash at accounts custodied at Oppenheimer will be invested at certain participating banks in the ABD Program. Shareholders in mutual funds, closed end funds and ETFs (referred to in this Brochure as “funds”) bear their proportionate share of the expenses of the mutual fund and ETF. Financial Advisors of Oppenheimer receive a portion of the fee paid by their clients in the advisory programs. The amount of this compensation may be more than what the Financial Advisor would receive if the client participated in other programs or paid separately for investment advice, brokerage and other services. A Financial Advisor may therefore have a financial incentive to recommend a particular advisory program over other programs or services. Oppenheimer Branch Managers review each new advisory account for suitability. Fees are billed monthly in advance. You will receive a pro rata refund of fees if you terminate your account before the end of a month. Discounting Financial Advisors can charge a client up to the maximum fee for each program. Financial Advisors receive less than their standard payout when accounts are priced below certain levels. This creates an incentive for Financial Advisors to price accounts at or above certain levels. All assets held at Oppenheimer that are part of your client relationship may be used by your Financial Advisor to determine pricing for your advisory accounts. Suitability of an Asset Based Fee You may pay more or less in an OAM wrap fee program than you might otherwise pay if you purchased the services separately. Several factors will affect whether your costs are more or less in a wrap program as compared to a brokerage or other type of advisory program including the following: execution services or trades through other broker dealers – Size of the portfolio – Trading activity in the Account – Whether a third party manager (STAR or UMA) uses Oppenheimer’s trading and – Your advisory fee will not be reduced if – Your account has low or no trading activity – Your third party manager elects to trade away from Oppenheimer – You decide not to follow our investment advice in a nondiscretionary program or – You decide not to access reports provided in the program 7  The Programs in this Brochure generally are designed for – Clients who want to implement a medium to long term investment plan – Clients who seek and plan to use the advice of an investment professional either in non-discretionary programs or discretionary programs – Clients who prefer the consistency of fee based pricing – Clients who want investment advice, custody, trading and execution services and performance reporting in an all-inclusive program rather than buying these services separately The fee structures for these programs may not be appropriate for Clients who have the following expectations – A short term investment horizon – Expect to maintain high levels of cash or money market funds – Clients who want to hold and maintain highly concentrated positions – Clients who expect to make continuous withdrawals Certain strategies are available in several programs. The fees you pay will vary depending on the program you select and the structure of the program (unified managed account or dual contract). A manager’s strategy may also be available in a mutual fund that is available in the PAS mutual fund program. Selection of Advisory Program by Retirement Plans Oppenheimer Financial Advisors provide retirement plan clients with information about various advisory programs offered by Oppenheimer and OAM. No representative of Oppenheimer or OAM provides individualized advice to retirement plan clients based on the particular needs of the plan regarding the selection of an advisory program. The selection of an advisory program is made by the retirement plan’s Responsible Plan Fiduciary. Certain strategies are available in several programs. The fees you pay will vary depending on the program you select and the structure of the program (such as unified managed account). A third party manager’s strategy may be available in a mutual fund or in a separate account in one of our other advisory programs. Trade Execution Cost through other Broker Dealers Your wrap fee includes the cost of portfolio transactions executed through Oppenheimer. Your third party manager may choose to execute trades through other broker dealers. These trades are called “step out trades”. You may be charged commissions or other trading costs (such as mark ups) by the other broker dealers executing the trades. Trading costs may be embedded into the price of the security transaction executed in your account. Generally fixed income securities transactions will be executed on a principal basis through broker-dealers other than Oppenheimer. The third party manager is responsible for monitoring that any additional commissions or mark ups charged to you when they decide to step out trades are consistent with their best execution obligations. If your third party manager does not execute trades through Oppenheimer and does not take action to ensure that you do not incur additional costs, the selection of that manager may not be a cost effective option for you. OAM includes in the Portfolio Review provided to clients the names of managers that trade away for specific strategies and additional costs that would be incurred on a representative $100,000 account. Advisory fees may be calculated based upon a different data feed than that used to generate account statements. The data feed will differ in its treatment of factors such as accrued interest and trades pending settlement. 8  Services Oppenheimer Investment Advisers – the OIA Program Oppenheimer Investment Advisers (“OIA”), the fixed income management team of OAM, provides discretionary fixed income advisory services through the OIA wrap fee program. OIA also manages accounts that are not in the OIA program. There are no differences in the way fixed income accounts are managed between accounts in the OIA or other wrap programs and accounts that are not in OIA. OIA-Retirement Plan OAM is the sponsor of an OIA program for retirement plans that are governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and IRAs. The program is called OIA-Retirement Plan. The OIA- Retirement Plan program offers the same services as the OIA program except that tax exempt strategies are not available in OIA Retirement. Unified Managed Account Program OAM is the sponsor of the Unified Managed Account (“UMA”) program. Investment managers available through UMAs include managers who provide model portfolios but do not exercise investment discretion over their strategies and other sub-managers that exercise limited or shared investment discretion over their strategies (including OAM and its division OIA (“Dual Discretion Managers”). Accounts may include one or more investment strategies, or funds. OAM acts as overlay portfolio manager for UMA accounts and exercises discretion with respect to model portfolio strategies. The maximum fees set forth in the table above include the fee payable to OAM for overlay portfolio management and fees to UMA discretionary investment managers and sub-managers. In addition to portfolio management services, the UMA program offers asset allocation services, custody and execution services through Oppenheimer, performance reporting and ongoing monitoring of portfolio managers. Certain investment managers including managers of ETFs listed on foreign exchanges are available through UMAs at fees that are higher or lower than the fees indicated above. The list of managers with higher or lower fees is available upon request. Clients are informed if they have selected a manager with a higher or lower fee. OAM has created UMA portfolios with designated managers, ETFs and /or mutual funds which are called OAM Research (“OAM Research”) Portfolios. OAM has discretion to change the allocations within an OAM Research Portfolio and to change the managers, ETFs or mutual funds in an OAM Research Portfolio. Clients also may select their own allocations in UMAs which are called “Flex Portfolios.” Within a Flex Portfolio, clients may select managers, ETFs or mutual funds among the managers, ETFs and mutual funds that are available in UMAs. Clients may change the allocations, managers, ETFs or mutual funds in a Flex Portfolio at their discretion. If you select a UMA Flex Portfolio you acknowledge that the program includes a choice of managers, mutual funds and ETFs. Managers, ETFs and mutual funds in the OAM Research Portfolios and Flex Portfolios may be selected from a group of eligible managers, mutual funds and ETFs. Some managers, mutual funds and ETFs are on OAM’s Focus List. Managers, mutual funds and ETFs on the Focus List are subject to a higher level of initial and ongoing review by OAM. Certain UMA managers provide OAM with updates to their model portfolios after such managers have traded their discretionary client accounts. This order of execution results in OAM clients receiving less favorable execution than discretionary clients of such UMA managers in certain instances. 9  Unified Managed Account Program - Retirement Plan OAM is the sponsor of a UMA program for retirement plans that are governed by ERISA and IRAs. The program is called UMA-Retirement Plan. The UMA-Retirement Plan program offers the same services as the UMA program but with a different fee structure. Clients pay a separate fee to investment managers that they select. No additional fee will be paid for any portfolio managers or UMA managers selected by the client that are affiliated with OAM. Strategic Asset Review – STAR Program OAM is the sponsor of the Strategic Asset Review (“STAR”) program. In the STAR program, OAM offers consulting services including monitoring of portfolio managers and performance reporting. Oppenheimer provides custody and execution services. Clients in the STAR program enter into portfolio management agreements directly with the portfolio management firms that they select at fees negotiated by the client. OAM does not have authority to select portfolio managers for clients in the STAR program. Clients in the STAR program may select portfolio managers that OAM does not recommend. OAM has instructed third party managers that if transactions are executed on an agency basis through broker dealers other than Oppenheimer, any additional transaction costs must be disclosed to OAM. OAM includes in the Portfolio Review provided to clients the names of managers that trade away for specific strategies and additional costs that would be incurred on a representative $100,000 account. Some investment managers that participate in the STAR programs place nearly all client trades with firms other than Oppenheimer and some investment managers place their trades for certain strategies with firms other than Oppenheimer. Clients should review the manager’s Form ADV Part 2A and inquire about the investment manager’s trading practices and consider any additional trading costs that may be incurred if a particular manager is selected. Clients should contact their investment adviser if they would like to obtain more specific information regarding stepped out trades and the amount of commissions or other costs, if any, a client incurred as a result of those transactions. STAR-Retirement Plan Program OAM is the sponsor of the STAR program for retirement accounts (“STAR-Retirement Plan”). The STAR- Retirement Plan program offers the same services as the STAR program but with a different fee structure. Clients pay separate fees to the portfolio managers that they select. Portfolio Advisory Services Program OAM is the sponsor of the Portfolio Advisory Services (“PAS”) Flex program and the PAS Research (“PAS Research”) program. In the PAS Flex program OAM assists clients in developing asset allocation strategies and identifying mutual funds that appear to be compatible with clients’ investment objectives and provides performance reporting. Clients in the PAS Flex program select mutual funds from those available in the program and may choose mutual funds that OAM has not identified for the client. OAM does not exercise investment discretion in the selection of mutual funds for a client’s PAS Flex account. OAM also offers an offshore version of PAS for non-U.S. investors to invest in offshore funds. The offshore PAS program is offered only outside of the United States to persons who are not U.S. persons as defined under Regulation S adopted under the Securities Act of 1933. In the PAS Research program, OAM offers pre-constructed portfolios of mutual funds (“funds”) that are designed to provide asset allocation strategies for clients. OAM monitors the funds in these portfolios and exercises investment 10  discretion to change the allocations or the funds, if appropriate. The PAS Research program also provides performance reporting. Execution of fund transactions and custody services are provided by Oppenheimer. In addition to the PAS or PAS Research fee, clients may pay charges imposed by law or by any fund including redemption charges. Some mutual fund companies offer advisory share classes that generally have a lower expense ratio than class A shares. OAM will inform Financial Advisors when advisory classes are available in the program as practicable. PAS Flex and PAS Research – Retirement Plan OAM is the sponsor of a PAS program for retirement plans and IRA accounts (“PAS Flex-Retirement Plan”) and a PAS Research program for retirement plans (“PAS Research-Retirement Plan”). The PAS-Retirement programs offer the same services as each respective non-retirement PAS programs. Portfolio Enhancement Program and Put Hedged Portfolio Enhancement Program OAM is the sponsor of the Portfolio Enhancement program (“PEP”) and the Put Hedged Portfolio Enhancement program (“Put Hedged PEP”). The PEP program is a discretionary advisory program that uses the sale of broad based index options to enhance the return on a portfolio of securities. Options are sold for up to 40 (or more) trading day periods with strike prices significantly apart from current market levels. The strike price is the specified price on an option contract at which the option may be exercised. The portfolio of securities is held at a separate brokerage account at Oppenheimer. In the Put Hedged PEP program, a far out of the money put is purchased to establish a floor on possible losses should the Standard & Poor’s 500 Index decline by a large amount. A far out of the money put is one whose exercise price is well below the market price of the underlying stock. As part of its strategy PEP sells uncovered options. Selling uncovered options involves a high degree of risk and is not suitable for all investors. In some cases losses can be unlimited. Suitability requirements include financial sophistication and the ability to withstand a loss of equity. The Options Clearing Corporation (“OCC”) Disclosure Document entitled “Characteristics and Risk of Standardized Options” and the supplement titled “Special Statement for Uncovered Option Writers” is provided to investors for additional information on risk of options. The PEP and Put Hedged PEP programs also provide execution and custody services through Oppenheimer. The fees for PEP and Put Hedged PEP are set forth in the table in item 4. The monthly fee increases by increments of $1,000 per unit for unit amounts greater than four units. Participants in the PEP and Put Hedged PEP programs must meet Oppenheimer’s uncovered suitability requirements, complete Oppenheimer’s Option Application and have a net worth of $3 million with a minimum account size of $1.25 million of released collateral. PEP and Put Hedged PEP involve a high degree of risk. Clients in these programs should be financially sophisticated and able to withstand loss of equity. Item 5. Account Requirements and Types of Clients OAM’s wrap fee program clients include individuals, pension and profit sharing plans, trusts, charitable organizations, business and government entities and endowments. To enroll in any of the programs covered in this Brochure except for PEP and Put Hedged PEP programs, you must complete an investment questionnaire with the assistance of your Financial Advisor. You would then enter into the Advisory Agreement which would govern the terms of your existing and future advisory accounts for the programs covered in that agreement. The PEP and Put Hedge PEP programs have separate agreements and require additional documentation. You also will be required to execute a brokerage agreement with Oppenheimer. 11  Minimum Account Sizes: The minimums are set forth in the table in item 4. Item 6. Portfolio Manager Selection and Evaluation The selection and review of funds and strategies is described in the table below: Monitoring and Review Portfolio Manager Selection and Evaluation Funds Eligibility Operational standards, minimum asset levels, accessible in third party databases, length of performance history Operational standards, minimum asset levels, accessible in third party databases, length of performance history Separate Account Manager Eligibility Quantitative and Qualitative standards used including a review of firm, asset levels, investment process changes, and an analysis of ongoing performance. Quantitative and Qualitative standards used including a review of firm history, asset breakdown, investment team, investment philosophy, investment process, and regulatory history. Qualitative and Quantitative analysis of historical performance. Separate Account and Mutual Funds Focus List Quantitative and Qualitative standards used including a review of firm history, asset breakdown, investment team, investment philosophy, investment process, trading infrastructure, compliance infrastructure, historical portfolio holdings, client service capability, risk evaluation, and historical performance. Analysis of market performance and impact on portfolios, ongoing Qualitative and Quantitative review of performance, Qualitative review of standards used including firm history, asset breakdown, investment team, investment philosophy, investment process, and regulatory updates. *Certain managers in the STAR program are available in the program as an accommodation for Financial Advisors whose clients use managers in the STAR program that are not recommended by OAM and receive an initial limited review and a limited review on an annual basis. Eligible Sub-Managers in the UMA program receive an initial limited review and a limited review on an annual basis. Affiliated Managers Certain affiliated managers may be selected by a client as a manager for a UMA Flex account. Affiliated managers are not on the Focus List and are not reviewed or recommended by the Consulting Group of OAM. Affiliated managers are not available in an OAM Research account. Portfolio managers may participate in other wrap fee programs that are sponsored by firms other than OAM and may manage institutional and other accounts that are not part of a wrap fee program. In the event that an investment manager wishes to purchase or sell a security for accounts in various programs, the investment manager would have to determine whether it would achieve best execution by aggregating all client transactions into a block trade that would be executed through one broker-dealer rather than effecting similar transactions through a number of different broker-dealers. OAM uses a proprietary desktop computer application called Portfolio Guidance and Analysis (“PGA”) to support its suitability review process for the UMA, UMA Research, UMA-Retirement Plan, UMA Research-Retirement Plan, STAR, STAR Retirement Plan, PAS Flex, PAS Research, PAS Flex and PAS Research Retirement Plan, OIA and OIA-Retirement programs. Before enrolling in one of these programs, clients complete a risk tolerance 12  questionnaire. Clients also complete a new account form prior to establishing a brokerage account with Oppenheimer. A client’s answers to questions about their risk tolerance, expectations for withdrawals and investment goals are scored. The scores in the clients risk profile are used to determine whether proposed managers and/or funds for the client fall within pre-specified ranges of risk. OAM provides clients with access to a Portfolio Review (“PR”) that includes performance as well as risk evaluation for advisory accounts. Performance is measured on a total return, net basis and presented inclusive of reinvested dividends (after the deduction of management and other fees). The PR is made available to clients and is prepared on a “trade date” basis, reflecting holdings as of the day transactions are executed. OAM clients receive monthly brokerage account statements from Oppenheimer (when activity occurs that month) which report holdings on a “settlement date” basis, which is typically two business days (or less) after the trade date. Market values in the PR include fixed income accrued income, which is not included in the Oppenheimer account statement. Standards Used to Calculate Performance Performance Composites – We make available profiles of strategies and mutual funds on the Focus List. These profiles include past performance information. Composites that we provide may be prepared by us for the strategy in the UMA program from the third quarter of 2016 (or later date when the manager joined the UMA program). In addition, we may provide the managers’ performance composite that they calculate for accounts managed with the same strategy. The net returns will be shown net of the fees in our program. We do not independently verify the performance information provided by managers but only use performance information that is either GIPS compliant and verified or included in the manager’s financial statements. Performance results achieved in the UMA program will differ from the managers’ performance of their other accounts. OAM also performs a holdings based analysis of client representative accounts. Holdings-based information for all strategies is loaded into our performance attribution and risk system. Performance attribution and risk analytics are generated for equity strategies, and several forms of fixed income analytics are generated for research comparisons. The returns generated by this system are compared to the composite performance provided by the portfolio managers on a quarterly basis. Clients may impose reasonable restrictions on investing in certain securities and types of securities. Accounts are managed to meet individual client needs and objectives and tax situations. Investment strategies and funds are assigned a risk category rating. The responses to the risk tolerance questionnaire are used to determine an appropriate manager or strategy that is consistent with the client’s stated risk tolerance. The risk category ratings were developed to reflect investors’ expectations of risk and reward from conservative to aggressive. Review of Client Accounts The Client Services department of OAM performs the following reviews with respect to accounts: Average Price Control Accounts Reconciliation A daily review is performed to reconcile block trades versus customer allocations in the trading control accounts. The purpose of the review is to identify and correct any differences and to determine that average prices are received when appropriate. 13  OMS Capacity Discrepancy Report OMS Capacity Discrepancy Report is a daily report that monitors the capacity of all order management system trades. The purpose of the report is to identify any trades not executed in an agency capacity so that they can be corrected. Firm’s Custodial System to Portfolio System Reconciliation A daily comparison of cash and security positions is made between the books and records of the firm as applicable and the portfolio system to ensure proper calculation of performance and billing. This reconciliation allows for the identification of positions, account switches or account closes. Daily Performance Review Daily performance returns are reviewed and compared to other account returns under the same portfolio manager to look for outliers. The portfolio holdings and activity for outlying accounts may be examined to verify the performance return. Reorganization/Tender Notices A daily review of all notifications regarding corporate reorganization and tenders for managed accounts. The purpose of the review is to identify and respond to these notifications with the instructions of the portfolio manager within the specified time frame. Daily Cash Additions/Withdrawals A daily review of a books and records generated report to identify cash activity in managed accounts. The purpose of the report is to identify cash additions and withdrawals greater than $5,000 so that the portfolio manager can be notified. Accounts may be reviewed on other than a periodic basis if the account has an allocation to money market funds. Clients have access to quarterly written performance reports regarding their account. Clients also receive a monthly custodian statement from Oppenheimer for accounts that are custodied at Oppenheimer. OIA portfolio managers review accounts on a daily basis utilizing the accounting/performance system and analytical system. Accounts are screened daily for cash flow and account balance information. Portfolios are screened bi- weekly for quantitative statistics including average duration, coupon and ratings information. OIA performance is reviewed internally on a quarterly basis. Factors Prompting Review of Client Accounts Other than a Periodic Review Accounts may be reviewed more frequently as a result of any of the following: – Cash balance that needs to be reinvested – Sales of a security in the account – Buying a security to replace a sold security or to utilize cash in the account – Reviewing the duration of the account – Reviewing overall credit quality of the account 14  Portfolios are reviewed as market conditions dictate for total return and interest rate sensitivity. Clients may receive a Portfolio Review of their accounts. The report lists holdings, performance of the account and comparisons to relevant indexes. Proxy Voting OAM has engaged Glass Lewis & Co. Inc. (“Glass Lewis”) to provide research and advice on shareholder voting. OAM has reviewed and adopted Glass Lewis guidelines on proxy voting. ProxyEdge is integrated with voting recommendations from Glass Lewis and the system is set to automatically vote a meeting for all holders based upon the Glass Lewis recommendation. Although definitive voting decisions and / or recommendations made by Glass Lewis will be accepted, the Proxy Oversight Working Group (the “Working Group”) retains the authority to override the Glass Lewis recommendation during this process. From time to time Glass Lewis may not have specific guidance and thus the item is handled on a case-by-case basis. Certain case-by-case items, such as majority owner questions, may not require the convening of the Working Group. However, there may be certain case-by-case items that may require the convening of the Working Group. For proposals that fall into this category, the OAM Proxy Administrator will arrange for a meeting to be held by the Working Group. Working Group members will meet either in-person, telephonically, or electronically, and will vote in favor of what would be considered to be in the best economic interests of the clients. The final vote will be determined by the Working Group’s majority vote prior to the voting deadline due date. OAM may consult with Glass Lewis for matters that are decided on a case by case basis. Unless a client directs otherwise, OAM will not send annual reports, proxy statements and other materials issued by portfolio companies in which a client’s assets are invested. Clients may request information on how OAM has voted proxies for their accounts and may request OAM’s Proxy Voting Policies and Procedures by contacting: Oppenheimer Asset Management Inc. 85 Broad Street, New York, NY 10004 Attn: Proxy Voting Department 212-885-4798 Clients must specifically request that OAM vote their proxies. If OAM does not have authority to vote client securities, clients will receive their proxies directly from their custodian. Item 7. Client Information Provided to Portfolio Managers The client’s Confidential Profile and a copy of the client’s advisory agreement are sent to a portfolio manager that exercises discretion before the portfolio manager accepts the account. If a client communicates any change in financial circumstances that would affect the management of the account, that information will be provided to the portfolio manager. Item 8. Client Contact with Portfolio Managers Clients may request contact with their portfolio managers that exercise discretion by first contacting their Financial Advisor. Discussions with a client’s portfolio manager may include the client, the portfolio manager and a representative of OAM. 15  Item 9. Additional Information Disciplinary Information On March 11, 2019, OAM and Oppenheimer & Co Inc. (“Oppenheimer”) became subject to an order (the “Order”) with the Securities and Exchange Commission (“SEC”). The Order arose out of recommendations or purchases made by Oppenheimer or OAM for advisory clients during the period from January 1, 2014 through August 15, 2018 ( the “Relevant Period”) of mutual fund share classes that charged 12b-1 fees instead of lower cost share classes of the same funds for which clients were eligible. During the Relevant Period, Oppenheimer and its Financial Advisors received 12b-1 fees for advising clients to invest in or hold such mutual fund share classes. Oppenheimer and OAM self-reported to the SEC the violations discussed in the Order pursuant to the SEC’s Division of Enforcement’s Share Class Selection Disclosure Initiative. Pursuant to the Order, Oppenheimer and OAM were censured and agreed to (i) pay $3,528,377 consisting of disgorgement of $3,169,123 and prejudgment interest of $359,254, (ii) cease and desist from committing or causing any violations and future violations of Sections 206(2) and 207 of the Investment Advisers Act of 1940 (the “Advisers Act”) and (iii) distribute the amount of $3,528,377 to affected investors during the Relevant Period. Oppenheimer and OAM also undertook to (i) review and correct as necessary all relevant disclosure documents concerning mutual fund share class selection and 12b-1 fees, (ii) evaluate whether existing clients should be moved to a lower cost share class and move clients as necessary, (iii) evaluate, update if necessary and review the effectiveness of implementation of policies and procedures so that they are reasonably designed to prevent future violations of the Advisers Act in connection with disclosures regarding mutual fund share class selection. OAM is one member of a diversified financial services company. OAM has affiliates that are subject to both civil and regulatory legal actions. Each affiliate is identified in our ADV Part 1 in Section 7A and these actions are disclosed in the affiliate’s ADV as well as other regulatory filings and notices. As a result, regulatory action involving an affiliate in the future may result in a material adverse effect on the business or operations of that affiliate. Code of Ethics, Participation or Interest in Client Transaction and Personal Trading OAM has adopted a written Code of Ethics pursuant to Rule 204A-1 under the Investment Advisers Act of 1940. A copy of the Code of Ethics will provided upon request to any client or prospective client. The purpose of the Code of Ethics is to set forth standards of conduct expected of advisory personnel and address conflicts, such as front running, that arise from personal trading by advisory personnel. The Code of Ethics addresses these conflicts as follows: 1. Certain advisory personnel with access to the securities trading of advisory clients are deemed as “access persons”; 2. These access persons of the adviser are required to certify that they are in compliance with the Code of Ethics on an annual basis; 3. Access persons are also required to provide compliance personnel with brokerage accounts through which they conduct personal trading, and 4. Access persons are required to obtain written pre-clearance by compliance personnel of all personal securities transactions (other than certain exceptions to this requirement as defined in the Code of Ethics). OAM and certain of its affiliates are engaged or may engage in investment activities for separate accounts for individuals and institutions or for their own accounts. These various accounts may from time to time purchase, sell or hold certain investments which are also being purchased, sold or held by other client accounts of OAM. For client accounts of OAM pursuing the same investment strategy, OAM will seek to allocate investments among these accounts on an equitable basis, taking into account such factors as the relative amounts of capital available for new investments. OAM and its officers and employees devote as much of their time to the activities of its clients as OAM deems necessary and appropriate. Please contact Brian Roth at Brian.Roth@opco.com for a copy of this code. 16  Oppenheimer acts as the placement agent for the sale of interests in collective investment vehicles for which subsidiaries of OAM serve as investment adviser or general partner. Oppenheimer, a registered broker-dealer that is affiliated with OAM and which effects transactions on an agency basis on behalf of its clients and as principal for its own account in those securities in which it makes a market, may, on occasion, act as broker for an advisory client of Oppenheimer or OAM on one side and a client for whom it (or its affiliates) does not act as investment adviser on the other side of a securities transaction. Oppenheimer may take positions or actions that are contrary to the interests of clients of OIA. All clients are advised through clauses in the advisory contract that Oppenheimer is a broker-dealer and may have a position or interest in securities which are recommended and purchased for their accounts. In their capacity as registered representatives of Oppenheimer, Financial Advisors may indirectly receive a portion of client commissions paid to Oppenheimer as well as other compensation paid to OAM. Albert Lowenthal, Chairman, Robert Lowenthal (who will become Chief Executive Officer as of May 5, 2025) and Bryan McKigney, President of OAM, are registered representatives of Oppenheimer but generally do not function in that capacity. Other Financial Activities and Affiliations OAM’s advisory programs are offered to clients by Financial Advisors of Oppenheimer. OAM is the managing member of several subsidiaries that act as investment adviser to registered investment companies and other pooled investment vehicles. These investment companies and pooled investment vehicles pay performance fees as well as management fees. To the extent that OAM includes an allocation to alternative investments in the asset allocation advice it gives to clients, OAM may have a material conflict of interest in recommending an asset class that will pay greater compensation to OAM or its affiliates than other asset classes. Financial Advisors receive a portion of the management fee and incentive fee paid by collective investment vehicles to subsidiaries of OAM and have a financial incentive to recommend those collective investment vehicles. Portfolio managers or their affiliates that participate in OAM advisory programs may have other business relationships with Oppenheimer such as institutional trading or investment banking. OAM does not consider any such relationships when determining whether or not to recommend a portfolio manager or mutual fund for one of its advisory programs. OAM is an affiliate of Oppenheimer & Co. Inc., a registered broker dealer and full service investment firm as well as a registered investment adviser. Oppenheimer provides services such as investment banking, equity research, institutional sales, municipal finance and debt capital markets. Oppenheimer Trust Company, an affiliate of Oppenheimer, provides trust services to high net worth individuals, not for profit organizations and businesses. Oppenheimer Trust Company recommends OAM advisory programs or products of OAM to its trust clients. Research Oppenheimer has procedures in place to avoid improper communications between Oppenheimer research employees and employees of other Oppenheimer departments including Financial Advisors of Oppenheimer. Oppenheimer Asset Management employs Strategists that provide research to asset management affiliates and to third parties and may also be distributed by our affiliated broker dealer. 17  Investment Banking In order to prevent the improper use of material, non-public information from one part of Oppenheimer to another, Oppenheimer has created “information barriers” or “information walls” around each department that holds this information. Each business unit that regularly holds customer confidential information (such as investment banking) is on the “Private Side” of the information wall. In contrast, each business unit that does not hold confidential information is on the “Public Side” of the wall. Financial Advisors of Oppenheimer are considered to be on the “Public Side” of the wall. Employees on the Private Side of each information wall are prohibited from providing any material, non-public information to employees on the Public Side of the information wall. Regulatory requirements prohibit Private Side investment banking personnel who are in possession of material, non- public information from discussing a pending transaction with individuals on the Public Side (or employees on the Private Side who do not have a “need to know”). Only those employees directly involved in or necessary to the due diligence process of an investment banking transaction are permitted to be brought “over the wall.” Client Referrals and Other Compensation Portfolio managers that participate in the various UMA or STAR programs and mutual funds that are available in the PAS Flex and PAS Research programs do not pay any fees to OAM or Oppenheimer for participating in these programs. Certain portfolio managers and advisers or distributors of mutual funds available in OAM advisory programs pay for or reimburse for various costs relating to client and prospective client meeting sales and marketing materials and educational training and sales meetings held with Financial Advisors of Oppenheimer and personnel of OAM. These portfolio managers and affiliates of mutual funds also pay for the cost of reasonable entertainment in connection with OAM sponsored or client related events. The funds available in the PAS Flex and PAS Research programs also may be purchased by clients in their brokerage accounts but are sold with the applicable sales charge. Certain fund companies pay Oppenheimer a fee for systems support or networking fee with respect to mutual fund shares sold to clients in their Oppenheimer brokerage and advisory accounts. These payments are made by the fund manager for each client account in that fund. Oppenheimer retains these fees. OAM pays cash compensation for client referrals in accordance with Rule 206(4)-1 under the Investment Advisers Act of 1940. Compensation paid is a percentage of the assets under management or a percentage of the fee payable by the referred clients and may be paid as long as the client maintains an advisory account with OAM. For more information about the ABD Program see item 4. Oppenheimer also compensates third parties for client referrals. Compensation paid is a percentage of the fee payable by the referred clients and includes fees paid for OAM advisory programs. Employees of OAM and Oppenheimer and their affiliates receive reduced fees on their advisory accounts. Compensation to Financial Advisors If you invest in one of the programs covered in this Brochure, a portion of the fees payable to OAM in connection with your account is allocated on an ongoing basis to your Financial Advisor. The rate of compensation we pay Financial Advisors with respect to advisory accounts may be higher than the rate we pay Financial Advisors with respect to transaction based accounts or if you paid separately for investment advice, brokerage and other services. Your Financial Advisor therefore may have a financial incentive to recommend one of the programs described in this Brochure instead of other products or services. 18  Your Financial Advisor may agree to charge you a fee less than the maximum fee described in this Brochure. The amount of the fee you pay for your advisory program is a factor in determining the compensation that is paid to your Financial Advisor. As a result, Financial Advisors have an incentive not to reduce fees. If your fee rate is below a certain threshold for advisory programs, your Financial Advisor will get credit for less than the full amount of your fee in the firm’s calculation of his or her compensation. Financial Advisors have an incentive not to reduce fees below that threshold. Brokerage Practices OIA and its advisory affiliates refer to employees who perform investment advisory services as “Portfolio Managers” or “investment adviser representatives.” Portfolio Managers that deliver their services with the assistance of other Portfolio Managers are referred to as a “Group.” The Investment Grade Tax Exempt Group manages separate accounts for clients of OIA with the investment objective of investment grade tax exempt fixed income. The Investment Grade Tax Exempt Group provides investment advisory services to their clients with the assistance of the members of the Group but without the assistance of portfolio managers of other Groups. The Taxable Group manages taxable fixed income strategies for clients of OIA and for clients of Oppenheimer Investment Management LLC, an advisory affiliate. The Portfolio Managers of the Taxable Group deliver their services with the assistance of the members of the Group but without the assistance of portfolio managers of other Groups. OIA will utilize electronic trading platforms that seek to obtain a best price from a number of disclosed and undisclosed platform participants. OIA will enter both purchase and sale transactions in the same security on the same day. While it does not intend to engage in cross transactions, since it selects counterparties based on the best bid or offer, it may result in opposite direction trades being executed with the same counterparty. The Groups allocate investments among client accounts in a fair and equitable manner. A variety of factors (to the extent applicable in each instance) will be considered in making such allocations. These factors include, in no particular order: (1) Investment objectives or strategies for particular accounts (2) Tax considerations of an account (3) Risk or investment concentration parameters for an account (4) Supply or demand for a security at a given price level (5) Size of available investment (6) Cash availability and liquidity requirements for accounts (7) Regulatory restrictions (8) Account ramp-up (9) Minimum investment size of an account and (10) Relative size of account. Investments may not be allocated to one client account over another based on any of the following considerations: (1) To favor one client account at the expense of another (2) To generate higher fees paid one client account over another or to produce greater compensation to the advisory entity (3) To develop or enhance a relationship with a client or prospective client and (4) To compensate a client for past services or benefits provided to the advisory entity or to induce future benefits or services. The Groups will not aggregate client transactions unless they believe that aggregation is consistent with their duty to seek best execution (which includes best price) for its clients and is consistent with clients’ investment advisory 19  agreements. Each account that participates in an aggregated order will participate at the same prices for all transactions of the respective Group in that security on a given day with all transaction costs shared on a pro rata basis. Transactions for advisory accounts that are custodied at Oppenheimer may be aggregated with transactions for accounts that are custodied at other custodians. It is often not possible to receive the same price or time of execution in multiple transactions in an aggregated order. Therefore such aggregated order may be executed in one or more transactions at varying prices and each client’s order that is custodied at Oppenheimer will receive the average price for the day with respect to such transactions. Transactions for accounts that are custodied at custodians other than Oppenheimer cannot receive the average price of transactions executed at different times. OAM will not receive any additional compensation as a result of an aggregated order. Oppenheimer as a broker-dealer receives remuneration, compensation or other consideration for directing customer orders for securities to particular market centers for execution. Such consideration, if any, may take the form of credits against fees due such market centers, monetary payments, research, reciprocal agreements for the provision of order flow, products or services or other items of remuneration. Oppenheimer as a broker-dealer may also receive payment for routing the options orders to designated broker/dealers or market centers for execution. Compensation may be in the form of a per contract cash payment. The source and amount of any compensation received in connection with options transactions and any additional information concerning the options order flow payments will be furnished upon written request. Cash balances in advisory accounts custodied at Oppenheimer will be invested at certain participating banks in the ABD Program. Oppenheimer receives a fee from each deposit bank. The amount of the fee paid to Oppenheimer will affect the interest rate paid on Deposit Accounts. To the extent more of the fee paid is retained by Oppenheimer the interest rate paid to clients on Deposit Accounts will be less. For more information about the ABD Program, see item 4. Clients may request a copy of the most recent Report on Oppenheimer & Co. Inc.'s Description of the System and the Suitability of the Design and Operating Effectiveness of its Controls Related to Its Custody Services (prepared pursuant to Statement on Standards for Attestation Engagement No. 18) by contacting Brian Roth at Brian.Roth@opco.com. 20