Oppenheimer Asset Management Inc

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
                                                                                         High Yield Tax Exempt: 1.25%
                                                                                      Tax Exempt Bond Laddered Portfolio:
                                  High Yield Tax Exempt: $250,000                                    0.80%
        OIA                    Investment Grade Tax Exempt: $150,000                       Cash Management: 0.80%
                                  All other OIA accounts: $150,000                             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.

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 Feeder Funds / Access Funds (investors in each
Access Fund are referred to as “Members,” and OAIM is referred to as the “Managing Member” below)

         1). AA Millennium will pay an investment management fee to OAM equal to 1.00% (annual rate) of each
         Member’s capital account balance. The management fee shall be paid quarterly in advance. OAM may, in
         its sole discretion, waive or reduce the management fee payable to OAM by any particular Member (e.g.,
         for employees of the Managing Member or its affiliates).

         The Managing Member, OAIM, may hold back 5% of capital commitments (i.e., invest 5% less in the
         underlying fund) to pay for fund expenses including, but not limited to, the management fee. The
         Managing Member, OAIM, may call capital from Members to pay for fund expenses (including the
         management fee) at time intervals (e.g., annually, semi-annually, etc.) selected in the Managing Member’s,
         OAIM’s, sole discretion. In addition, the Managing Member, OAIM, may hold back a portion of any
         withdrawals or distributions to be made to Members to pay for future fund expenses including the
         management fee.

         2). AA Oaktree will pay an investment management fee to OAM equal to the following: (a) 0.75% (annual
         rate) of each Member’s aggregate capital contributions (less any amounts returned as uninvested) for the
         period from the initial closing date to but excluding the Investment Period start date, provided that any
         indebtedness incurred directly or indirectly by the fund in lieu of a drawdown of capital commitments shall
         be treated as capital contributions for purposes of this determination; (b) 0.75% (annual rate) of each
         Member’s capital commitment during the investment period; and (c) during the period after the end of the

         Investment Period, 0.75% (annual rate) of the lesser of (i) the total funded capital commitment of the
         relevant Member (less any amounts returned as uninvested), provided that any indebtedness incurred by the
         fund in lieu of a drawdown of capital commitments shall be treated as capital commitments that have been
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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 private feeder funds. The minimum subscription in these funds, unless waived,
reduced or increased by the Managing Member, OAIM, in its sole and absolute discretion, is as follows:

    •    AA Millennium USA Access Fund LLC (“AA Millennium”) - $250,000
    •    AA Oaktree Power7 Access Fund LLC (“AA Oaktree”) - $250,000
    •    AA 26N Private Equity Partners Access Fund LLC (“AA 26N”) - $250,000