Oppenheimer & Co. Inc. (“Oppenheimer”) is 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. Oppenheimer offers a number of advisory programs that are described in this Brochure. Services include discretionary and non- discretionary advice. The advisory programs described in this Brochure are called wrap fee programs because a number of services including investment advisory, custody, reporting are provided by Oppenheimer or its affiliate Oppenheimer Asset Management Inc. (“OAM”) 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 the client’s account in an advisory program 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 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. Oppenheimer 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 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. Oppenheimer 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 those fees. Cash balances held at Oppenheimer in all programs sponsored by 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. Oppenheimer also charges an advisory fee on those cash balances. Oppenheimer earns both advisory revenue on cash balances invested in the ABD Program as well as administrative fees paid by bank participants for administration. Clients in non-discretionary advisory programs should compare their non-discretionary advisory program 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 programs in which Oppenheimer has investment discretion, Oppenheimer determines the level of cash in the account. This creates a conflict of interest for Oppenheimer which is paid both the advisory fee and the bank administration fee. Oppenheimer believes this conflict is mitigated due to the fact that Oppenheimer financial advisors who 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 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. Oppenheimer’s advisory fee is charged on all assets in an advisory account including cash in accounts custodied at Oppenheimer for which Oppenheimer also receives the ABD fee. When Oppenheimer exercises discretion, Oppenheimer can determine the level of cash in the account. Oppenheimer as Fiduciary to You As a registered investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), Oppenheimer 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 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 Oppenheimer and your Financial Advisor - Trading, execution and settlement through Oppenheimer - Custody through Oppenheimer - Client reporting 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 programs 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 $50,000.00 or advisory accounts in a client’s household are at least $250,000. When we use the term funds in this brochure, we refer to mutual funds, exchange traded funds (“ETFs”) and closed end funds. Fees for accounts will be adjusted in the next billing period for each contribution to or withdrawal from your account of $10,000 or more, netted on a daily basis. The fees charged for advisory programs may differ from what it would cost to purchase these services separately. Clients can purchase ETFs and mutual funds in their brokerage accounts without paying an advisory fee to Oppenheimer. Oppenheimer & Co. Inc. Advisory Program Minimum Account Size and Maximum Fees Program Name Minimum Account Size Maximum Fees OMEGA All Fixed Income- $100,000 Balanced Multi Security- $50,000 Balanced w/ Bonds- $100,000 Equity Multi Security- $50,000 Funds only Only- $10,000 OMEGA Equity/Balanced: 3.00% OMEGA Fixed Income: 1.25% OMEGA MF/ETF: 1.75% OMEGA Retirement All Fixed Income- $100,000 Balanced Multi Security- $50,000 Balanced w/ Bonds- $100,000 Equity Multi Security- $50,000 Funds Only- $10,000 3.00% Preference Funds only- $10,000 Multi-security- $25,000 Include Bonds- $100,000 2.25% *additional charges may apply based on activity Preference Retirement Funds only- $10,000 Multi-security- $25,000 Include Bonds- $100,000 2.25% Advantage Advisory Varies by Investment 1.50% Advantage Advisory Retirement Varies by Investment 1.50% Fahnestock Asset Management Retirement Plan Program (FAM) MF/ETFs only- $10,000 Multi-security- $50,000 Include Bonds- $100,000 2.50% Fahnestock Asset Management (FAM) Fee Only MF/ETFs only- $10,000 Multi-security- $50,000 Include Bonds- $100,000 1.00% - 2.50% PAS Directed $10,000 1.75% PAS Directed Retirement $10,000 1.75% UMA Directed $10,000 3.00% UMA Directed Retirement $10,000 2.70% Alpha Fee only MF/ETFs only- $10,000 Multi-security- $50,000 Include Bonds- $100,000 2.00% Alpha Fee only Retirement MF/ETFs only- $10,000 Multi-security- $50,000 Include Bonds- $100,000 2.00% 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 the account in cash will be invested at certain participating banks in the ABD Program. 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 clients 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 (including brokerage assets) 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 Oppenheimer 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: - Size of the portfolio - Trading activity in the Account - Whether a third party manager (UMA) uses Oppenheimer’s trading and execution services or trades through other broker dealers 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 - You decide not to access reports provided in the program 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 account 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 Selection of Advisory Program by Retirement Plans Oppenheimer Financial Advisors provide retirement plan clients with information about various advisory programs offered by Oppenheimer. No representative of Oppenheimer has provided individualized advice or recommendations

based on the particular needs of the retirement needs of the retirement plan regarding the selection of an advisory program. Such selection will be 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 (i.e., unified managed account). A third party manager’s strategy may be available in a mutual fund or in a separate account that is available in one of our 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 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 additional costs that would be incurred on a representative $100,000 account. This Brochure provides information about the following programs: OMEGA, OMEGA Retirement, FAM Fee Only, FAM Retirement, Alpha Fee Only, Alpha Retirement, Preference, Preference Retirement, Advantage Advisory, Advantage Advisory Retirement, PAS Directed, PAS Directed Retirement, UMA Directed, and UMA Directed Retirement. Information about the following advisory programs: FAM, Alpha, Investment Consulting and Execution Services, Retirement Services, and Financial Planning is provided in the Oppenheimer & Co. Inc. Part 2A firm brochure; however certain programs are administered by an advisory affiliate under common control. Oppenheimer 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. Oppenheimer retains a fee earned on cash deposits in the Advantage Bank Deposit Program. Oppenheimer retains fees earned on cash deposits for retirement accounts in the Advantage Bank Deposit Program. When choosing an advisory program, clients should ask about other programs offered by Oppenheimer. Although there are differences in compensation structure among programs, there also are differences in the strategies and services provided. The OMEGA program has specific investment guidelines. Financial Advisors may recommend the Alpha program to investors who want their account to be more concentrated or to engage in short selling strategies, which are not permitted in OMEGA accounts. OMEGA, FAM, UMA Directed, PAS Directed and Alpha are programs in which the Financial Advisors of Oppenheimer provide discretionary management services. Oppenheimer Asset Management Inc. (“OAM”), an affiliate of Oppenheimer, offers programs that provide management services from a variety of portfolio managers and managers of mutual funds. Branch Managers review and approve each advisory account for suitability before it is opened and review trading activity in advisory accounts that are managed on a discretionary basis by Financial Advisors. OMEGA Program and OMEGA Retirement Program Oppenheimer provides discretionary investment management services through the OMEGA programs. The OMEGA program provides discretionary management services for equity, balanced, fixed income and mutual fund and ETFs. Portfolio management services are provided by Financial Advisors of Oppenheimer. The services that are provided for the fee include portfolio management, performance reporting, agency transactions executed by Oppenheimer and custody services provided by Oppenheimer. Oppenheimer is the sponsor of an OMEGA 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 OMEGA Retirement Plan. The OMEGA Retirement Plan program offers the same services as the OMEGA program. Preference Advisory and Preference Retirement Advisory Program Oppenheimer is the sponsor of the Preference Advisory (“Preference”) program. Financial Advisors of Oppenheimer provide non-discretionary investment advisory services to clients in the Preference program. In addition to advisory services, the Preference program provides custody and execution services through Oppenheimer. The program is not intended for high volume trading and accounts that trade in high volume may be terminated from the program or, for Non-Retirement assets, be subject to additional charges for trading activity above a threshold amount as described below. The threshold will be determined by the number of transactions multiplied by the charge per transaction ($50 per transaction for equity, bond, exchange traded funds (“ETFs”) and closed end funds and $35 for option trades) divided by the asset based fee for the previous twelve months. If the ratio is one or less, your account will not be charged any additional fees. If the threshold ratio is above 1, each additional transaction will result in the following additional fees: - The greater of $.10 per share or $75 for equity, ETFs or closed-end fund transactions - $75 for bond transactions - The greater of $3.25 per contract or $35 for options transactions - Mutual Fund transactions will not be counted in determining the threshold ratio. These additional fees will be accrued and charged to your account. Oppenheimer has discretion to waive or reduce these additional fees. Additional fees will be counted in the denominator for purposes of determining the threshold ratio. These additional fees may be waived based on client facts and circumstances. The Preference program is not meant for high frequency trading and if Oppenheimer deems an account has a high frequency account it may be removed from the program. The Preference program will generally cost a client more than the cost of purchasing these services separately. Oppenheimer is the sponsor of a Preference program for retirement accounts. The program is called Preference Retirement. The Preference Retirement program offers the same services with the same fee schedule as the Preference program except that additional charges for trading activity are not charged. The Preference Advisory program allows for the holdings to be used as collateral for the purpose of borrowing funds. If a client wishes to do this, the Preference account will be linked to the client’s non-managed brokerage account. The brokerage account will hold the margin loan balance and be charged monthly margin loan interest rate. A client may elect to carry the margin loan balance directly in the Preference account. In that case, the fee will be calculated on the total Eligible Asset value without deduction for any margin loans outstanding. If you engage in short selling in your Preference Advisory account your fee will be calculated on the proceeds from short sales. The current short position market value will not be used to calculate the value of Eligible Assets as defined in the advisory agreement. Non-discretionary Advantage Advisory Program and Advantage Advisory Retirement Program The Oppenheimer Advantage Advisory Program is a non-discretionary advisory program for the purchase of domestic equity securities, certain foreign equity securities, covered option strategies on domestic equity securities or indices, certain unit investment trusts, load waived shares of certain open-end investment companies, shares of investment companies purchased with a load outside the program, exchange traded funds and fixed income securities (“Eligible Assets”) and interests in unregistered alternative investment funds (“Investment Funds”). The fee is calculated on the market value of maximum Eligible Assets (except cash) and on the net asset value of investments in Investment Funds except for capital drawdown funds. With respect to capital drawdown funds, the fee is calculated either on the initial commitment amounts or the called amount/NAV consistent with how the respective fund charges its fee to its investors. The fee is in addition to any fees charged at the underlying fund level and if purchased through a feeder fund, at the feeder level fund as well. A client must have an investment in at least one Investment Fund in order to maintain an account in the Advantage Advisory program. Fahnestock Asset Management Retirement Program Oppenheimer is the sponsor of the Fahnestock Asset Management program for retirement plans (“FAM Retirement”). In the FAM Retirement program, Financial Advisors of Oppenheimer provide investment management services for equity, balanced and fixed income accounts and funds for retirement plans. The program offers the same services as the Fahnestock Asset Management program that is described in Oppenheimer’s Form ADV Part 2A brochure but has a different fee structure. Fahnestock Asset Management Fee Only Fahnestock Asset Management Fee Only (“FAM Fee Only”) is an advisory program in which Financial Advisors of Oppenheimer provide discretionary investment management services for equity, balanced and fixed income portfolios. Portfolio Advisory Service Financial Advisor Discretion Program and Portfolio Advisory Service Financial Advisor Discretion Retirement Program Oppenheimer is the sponsor of the Portfolio Advisory Service Financial Advisor Discretion Program (“PAS Directed”). The PAS Directed program provides discretionary management services for mutual fund accounts. Portfolio management services are provided by Financial Advisors of Oppenheimer. In PAS Directed, Oppenheimer develops asset allocation strategies and selects mutual funds (“funds”) that appear to be compatible with a client’s investment objectives and provides quarterly performance reporting. Financial Advisors of Oppenheimer will be available to clients for consultation regarding the administration of an account, client's financial situation and client's investment goals, policies and constraints and risk tolerance. Oppenheimer is the sponsor of a PAS Directed program for retirement plans that are governed by ERISA and IRAs. The program is called PAS Directed-Retirement. PAS Directed Retirement offers the same services as PAS Directed. UMA Financial Advisor Discretionary Program and UMA Financial Advisor Discretionary Retirement Program Oppenheimer is the sponsor of the UMA Financial Advisor Directed Program (“UMA Directed”). The UMA Directed program provides discretionary management services for l funds, and third–party and proprietary manager model separate accounts. Portfolio management services are provided by Financial Advisors of Oppenheimer. In UMA Directed, Financial Advisors of Oppenheimer develop asset allocation strategies and select funds and third-party manager models that appear to be compatible with a client’s investment objectives and provides quarterly performance reporting. Financial Advisors of Oppenheimer will be available to clients for consultation regarding the administration of an account, client's financial situation and client's investment goals, policies and constraints and risk tolerance. Managers, and funds may be selected by your Financial Advisor from a group of eligible managers, and funds. Some managers and funds are on OAM’s Focus List. Managers and funds on the Focus List are subject to a higher level of initial and ongoing review by OAM. OAM acts as overlay portfolio manager for UMA Directed accounts and exercises investment discretion with respect to model portfolio strategy changes. Clients pay OAM a separate fee for the overlay portfolio manager. Clients also pay UMA discretionary investment managers, which includes affiliated and un-affiliated advisors, or sub-managers a separate fee established by each manager. Oppenheimer is also the sponsor of a UMA Directed program for retirement plans that are governed by ERISA and IRAs. The program is called UMA Directed-Retirement Program. The UMA Directed-Retirement program offers the same services as the UMA Directed program described immediately above. UMA fees for retirement accounts have two components: - Advisory Fee - Overlay Portfolio Manager (OPM) Fee The Advisory Fee and the OPM Fee, together, constitute the Oppenheimer Fee. Alpha Fee Only (Retirement and non-Retirement fee only accounts) Alpha is an advisory program in which Financial Advisors of Oppenheimer provide discretionary investment management services for equity, balanced and fixed income portfolios. The fee for accounts in Alpha Retirement is a percentage of the value of assets in the account. The program offers the same services as the Alpha program that is described in Oppenheimer’s Form ADV Part 2A brochure but has a different fee structure.