OPPENHEIMER ASSET MANAGEMENT INC. PART 2A OF FORM ADV

PART 2A OF FORM ADV: FIRM BROCHURE Oppenheimer Asset Management Inc. 85 Broad Street New York, New York 10004 September 1, 2026 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 section identifies and discusses material changes to the Brochure since the version of this Brochure dated March 19, 2026. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. Items 4, 5, 6, 7 and 8 - These items were updated to make the discussion broader about the types of private funds managed by Oppenheimer Asset Management Inc. 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 as required by applicable regulations. 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…..................................................................................................... 7 ITEM 7 TYPES OF CLIENTS………………............................................................ 8 ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS…........................................................................................................ 8 ITEM 9 DISCIPLINARY INFORMATION…………………………………………. 17 ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS…………………………………………………………………........ 17 ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING………………………………....... 19 ITEM 12 BROKERAGE PRACTICES………………………………………………. 19 ITEM 13 REVIEW OF ACCOUNTS………………………………………………… 22 ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION……………...... 23 ITEM 15 CUSTODY…………………………………………………………….……. 23 ITEM 16 INVESTMENT DISCRETION……………………………………………... 24 ITEM 17 VOTING CLIENT SECURITIES…………………………………………... 24 ITEM 18 FINANCIAL INFORMATION……………………………………………... 25 3  ITEM 4. ADVISORY BUSINESS Oppenheimer Asset Management Inc. (“OAM”) has been in business since 1986. OAM is owned directly by 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 funds. This Brochure covers fixed income separate accounts managed by Oppenheimer Investment Advisors (“OIA”), the fixed income management group of OAM, and private funds managed by OAM. The structure of our advisory programs entails certain conflicts of interest as discussed in this Brochure. OAM as Fiduciary to You As a registered investment adviser under the Investment Advisers Act of 1940, as amended (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 subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or individual retirement account or other account subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), such clients (“Retirement Plan Clients”) and such client accounts (“Retirement Client Accounts”), we are fiduciaries within the meaning of Title I of ERISA and/or the Code, as applicable, which are laws governing Retirement Client 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 by OIA 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 (closed as of December 31, 2025) 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 that is unaffiliated with Oppenheimer. The service provided by OIA for separate accounts is discretionary portfolio management only. Clients may impose reasonable restrictions on investing in certain securities or types of securities. High Yield Tax Exempt Fixed Income strategy was closed as of December 31, 2025, and the account(s) are in the process of being liquidated. OIA 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. OIA also provides portfolio management services in two wrap programs sponsored by OAM and in wrap programs sponsored by unaffiliated advisers. For additional information about the wrap programs sponsored by OAM, please see OAM Wrap Program Brochure. 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 Funds We offer a variety of investment solutions to address our clients’ needs across a range of non-traditional investment strategies. In particular, we organize, invest in and manage private funds. Oppenheimer Alternative Investment Management, LLC (“OAIM”), a Delaware limited liability company and affiliate of OAM, serves as Managing Member to various private funds and with respect to some of those private funds, OAIM has appointed OAM as investment adviser to the private funds. The private funds for which OAM has been appointed as investment adviser are typically feeder funds that invest in funds managed by third-party managers (each, an “Underlying Fund” or “underlying fund”). The third-party funds may invest in a range of investments focused on various strategies including, but not limited to, private equity, private credit, relative value, fundamental equity, equity arbitrage, fixed income, quantitative, infrastructure, real assets, utilities, opportunistic buyouts, corporate carve-outs, distressed-for- control acquisitions, corporate partnerships, structured equity and debt investments. Assets Under Management As of December 31, 2025, OAM managed client assets of $21,327,096,828, of this amount OAM managed $16,327,399,946 of client assets on a discretionary basis and $4,999,696,882 on a non-discretionary basis. 5  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 Minimum Account Size and Maximum 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: 0.80% Cash Management: 0.80% High Yield: 1.00% Insurance: 0.40% All other OIA accounts: 0.80% Fees are negotiable based upon factors that may include the size of the overall client relationship and the discretion of OIA and/or 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 review 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 of an investment policy statement – 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. 6  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. OAM 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. Fees and Compensation from Advisory Services to Private Funds (investors in each private fund are referred to as “Members,” and OAIM is referred to as the “Managing Member” below) OAM acts as investment adviser to various private funds and the terms of each private fund vary. OAM earns management fees that are based on either capital commitments, called capital or capital account balances depending on the structure of the private fund and such fees may decline after the investment period ends (as the case may be). The management fees charged for each private fund are disclosed in the offering documents for that private fund. As a general matter, management fees may range from 0.50% to 1.00% and management fees may be discounted for certain Members in a private fund based on various criteria (e.g., size of investment, timing of investment, etc.). In some cases, a private fund may hold back a portion of Member capital commitments or capital contributions (e.g., typically 5-10%) to pay for fund expenses including, but not limited to, the management fee. In addition, for some private funds, the Managing Member may hold back a portion of any distributions to be made to Members to pay for future fund expenses including the management fee. OAM does not typically charge a performance or incentive fee/allocation to the private funds. However, the underlying funds in which our private funds invest typically pay their managers a performance or incentive fee/allocation. As a result, Members will indirectly be paying a portion of the performance or incentive fee/allocation payable to the underlying fund managers by virtue of the feeder funds’ investments in the underlying funds. In addition, Members in our feeder funds will also indirectly bear the management fees and/or fund expenses associated with investing through the underlying fund. In some cases, an underlying fund manager may agree to pay OAM and/or the Managing Member a portion of its management fees and/or performance or incentive fee/allocation earned from the underlying fund. Please also see discussion below under Item 6 related to performance-based fees. For additional information about fees with respect to a particular private fund, refer to such fund’s offering documents (including the applicable underlying fund’s offering documents). ITEM 6. PERFORMANCE – BASED FEES AND SIDE BY SIDE MANAGEMENT Although there are no performance based fees directly charged by 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. With respect to discretionary fixed income accounts managed by OIA, there are no differences in the way fixed income accounts are managed between accounts in the OIA wrap program or other wrap programs and accounts that are not in OIA wrap program or other wrap programs. In addition, as disclosed above, in some cases, an underlying fund manager may agree to pay OAM and/or the Managing Member a portion of its performance or incentive fee/allocation earned from the underlying fund. The payment of such a performance or incentive fee/allocation may create a conflict of interest for OAM or the Managing Member to favor client accounts that pay such a fee/allocation. OAM expects that, from time to time, the private funds and other accounts that OAM may advise may participate in an investment opportunity at the same time. To the extent an investment opportunity is suitable for more than one private fund or account, the investment opportunity must be allocated among the participating funds and other investors seeking to partake in the opportunity. OAM’s internal policies require that any such allocation of investment opportunities be fair and equitable and that no participating fund or account receive preferential treatment over any other. 7  When presented with an investment opportunity, OAM will, together with its affiliates, assess the suitability of the investment for each fund or account. This assessment takes into account, among other things, the funds’ or account’s investment objectives and strategies, risk profile, tax status, diversification requirements, liquidity needs and available assets for investment. OAM also assesses current market conditions and any other information relevant to the fair allocation of securities among the multiple potential investors. When an investment opportunity is suitable for more than one fund and/or account, the investment opportunity will be allocated pro rata among such investment vehicles according to the respective amounts of capital that each such vehicle then has available to make such investment. For additional information about fees with respect to a particular private fund, refer to such fund’s offering documents (including the applicable underlying fund’s offering documents). 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 (30) days written notice to OAM. OAM serves as investment adviser to various private funds. The minimum subscription in these funds, unless waived, reduced or increased by the Managing Member, OAIM, in its sole and absolute discretion, are disclosed in each private fund’s offering documents. 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 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 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 8  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 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 9  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. – 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. 10  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. 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. 11  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. 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. 12  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 Funds The private funds for which OAM has been appointed as investment adviser are typically feeder funds that invest in funds managed by third-party managers. The third-party funds may invest in a range of investments focused on various strategies including, but not limited to, private equity, private credit, relative value, fundamental equity, equity arbitrage, fixed income, quantitative, infrastructure, real assets, utilities, opportunistic buyouts, corporate carve-outs, distressed-for-control acquisitions, corporate partnerships, structured equity and debt investments. 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. 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. 13  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 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. 14  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. 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 Advisers Act at the time of the recommendation. Risks of Private Funds Each private fund’s primary business is to invest its assets in a third-party 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 15  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 private funds, potential investors should review the detailed explanation of risks as well as other information in the fund’s offering documents. Read the offering documents 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 with respect to private funds 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 and that an investor could suffer a total loss of its investment in the fund. • There are certain restrictions on transferring interests and there is no public market for fund interests. Investors will not be able to withdraw capital from the fund except for distributions provided for in the fund’s operating agreement. • 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 success of the fund will depend in large part upon the skill and expertise of such fund’s Managing Member, Investment Adviser and Underlying Fund Manager (each as defined in the applicable fund’s offering documents). 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’s fees and expenses may offset the fund’s profits. • The fund may involve complex tax structures that result in delays in distributing important tax information to investors. • 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. • 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. • Beginning in early 2025, the U.S. government’s threats to impose tariffs on goods from various countries has heightened tension amount trading partners and, in response to U.S. government’s announcement of tariffs on goods from certain countries, those countries have countered with tariffs on U.S. goods. Tariffs on imported goods may dampen consumer spending and result in decreased confidence in the markets. The possibility of additional tariffs being imposed may further adversely impact U.S. and international markets and therefore the fund’s investments. In addition, political uncertainty regarding U.S. policy, including its approach to trade, may also impact the markets. 16  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, Robert Lowenthal, Chief Executive Officer and Peter Cadaret, 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 17  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. 18  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 Advisers Act. 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 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 19  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. The OIA Tax Exempt team utilizes the following tools for allocations: Investortools Perform System 1. 20  The OIA Tax Exempt Fixed Group utilizes the Allocator on the Investortools 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 is identified as eligible to participate in trade allocation, manual adjustments may be made to the allocation based on additional information found by the Perform System. Manual adjustment changes include a brief justification record on the Perform trade allocation log. Additionally, accounts may be filtered on the Perform system based on high cash concentration, duration dispersion, and transitioning portfolios (due to clients moving and maturing bonds). The allocation of bonds to identified accounts can be manual (bonds purchased for a specific purpose), targeted across the board percentage, or hybrid of both with assistance from the auto allocation function supplied by the Perform 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. Inquiry Sheet, Dashboard, High Cash, Mismatched Tax State, The Transition Accounts Reports 2. Each morning, OIA TEFI receives an automated email from DL – Data Administration Development (DL- DataAdministrationDevelopment@opco.com) containing an Excel file titled Inquiry_MuniPorts_NoModel (“Inquiry Sheet”). The Inquiry Sheet consists of several tabs that are uploaded from various reports from Perform. The first tab “inqsheet” is created using formulas that VLOOKUP from rows and cells extracted from the other tabs uploaded by Perform. This report provides OIA TEFI with a daily, point-in-time view of portfolio characteristics across all active separately managed accounts under management and is used as a monitoring and oversight tool. OIA TEFI utilizes a combination of Perform system reports and filters, including Dashboard, High Cash, Mismatched Tax State, and Transition Accounts, as well as filters such as cash percentage, cash dollar balance, duration dispersion, and in-state holdings concentration (where applicable). These tools are used to evaluate portfolio positioning, identify exceptions, and assess daily investment needs and potential market participation. The Dashboard Report provides portfolio structure and characteristics snapshots. The High Cash Accounts report breaks down accounts by state with high cash balances. The Mismatched Tax State report tracks accounts where the client's tax state doesn't match the account address. The Transition Accounts report tracks accounts transitioning from one state to another due to a move. 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 Perform allocation models and existing portfolio structures and characteristics 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 21  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. 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 Funds The underlying fund managers of the funds in which our private feeder funds invest 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. 22  Private Funds Oppenheimer Alternative New Product Committee approves each private fund and thereafter meets on a periodic basis to review performance of the private funds. Annually, the private funds will furnish audited financial statements to all Members and tax information necessary for the completion of income tax returns and may also furnish Members with unaudited account statements on a periodic basis and such other reports as the Managing Member deems fit in its sole discretion. The timing of periodic reports will depend on when information is received from the underlying funds in which our private funds invest. 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 Advisers Act. 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 Funds Oppenheimer Financial Advisors receive a portion of the management fee paid with respect to interests in the private 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 (when activity occurs that month) and also sends quarterly account statements. Clients may decide to custody their funds and securities at a qualified custodian that is not affiliated with OAM upon OAM’s approval. 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 Funds Under SEC rules, as Managing Member, OAIM is deemed to have custody of private fund client assets. The Bank of New York Mellon, a qualified custodian, maintains assets held by each private fund. OAIM, in its sole discretion, 23  may change the qualified custodian. If the qualified custodian is changed, OAIM will notify investors in the private funds. To comply with the SEC’s custody rule, each of the private funds is subject to an annual audit. OAIM distributes each fund’s audited financial statements to the fund’s investors within 120 days after the fund’s fiscal year end (or other time period permitted by applicable SEC guidance). Such financial statements are prepared in accordance with generally accepted accounting principles (GAAP) and are audited by an auditor registered with the Public Company Accounting Oversight Board. 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 Funds The success of the private 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 private funds 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 private fund to the Managing Member, Investment Adviser and Underlying Fund Manager. Each private fund’s 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 private 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 private 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: 24  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. Private Funds To the extent any of these private funds is entitled to vote on any matter with respect to its portfolio securities, each of the private 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 private fund and addresses how OAIM resolves any conflict of interest that may arise when voting proxies. ITEM 18. FINANCIAL INFORMATION Not applicable. 25