Oppenheimer Close LLC

5. Fees and Compensation

Our compensation for individually managed accounts is based on the amount of assets
under management. Advisory fees are billed and payable quarterly in advance based
upon the assets in the account at the end of the previous quarter at a rate of 0.25% (one
percent per annum) on debt and equity and 0.125% (1/2 percent per annum) on cash,
certificates of deposit, short-term treasury issues and money market funds. We charge a
10% performance fee to certain individually managed accounts. Fees are negotiable in
certain circumstances. Clients may elect to send payment or have fees deducted from
their accounts. When a client relationship terminates, fees collected in advance are
promptly refunded on a pro-rata basis. The amount is calculated on a calendar day basis,
prorated to the termination date and credited to the client’s account.

For held away asset management via the Pontera platform, we charge a flat advisory fee
of 0.75% of assets under management. Pontera Solutions Inc. charges Oppenheimer +
Close a fee of 0.25% of assets under management. For the initial period this fee will be
paid on a pro rata basis based on the number of days in the billing period for which
services under this agreement were provided, in arrears, based on the billing period
ending value of the client’s managed assets. For all future periods, the advisory fee will
be assessed and payable each billing period, in advance, based on the balance of managed
assets as of the prior period.

The fact that we charge a different fee rate base for standard brokerage accounts
compared to 401(k), similar retirement-plan participant accounts and other accounts we

access and manage through Pontera Solutions Inc. creates a conflict of interest in that
there is an economic incentive for us to recommend accounts that have a higher fee
rate/schedule compared to other account types with a lower fee rate/schedule. We take
steps to manage this conflict of interest arising from its use of different fee
rates/schedules through its code of ethics, whereby Oppenheimer + Close and its
investment adviser representatives will not exercise investment discretion with respect to
changing asset classes or investment product types and will only recommend the change
of asset classes or investment products when in the best interest of the client and without
regard to the financial interest of our firm.

In addition to portfolio management, the fee covers coordination of trust and estate
planning, organizing family gift programs, income budgeting, insurance analysis, and in
general a full family financial advisory service. Brokerage commissions are billed
directly to client accounts by Pershing Advisor Solutions, LLC or such other brokerage
firm that we use. See Item 12, Brokerage Practices. Miscellaneous other fees may be
billed directly to the clients by the custodian, Pershing, LLC. The charges are set by
Pershing, LLC and we do not participate in any way.

With respect to investments in exchange-traded funds (ETFs), management fees are
charged by such funds. These fees are included in the cost of the shares and are disclosed
in the prospectuses that are sent by the custodian at the time of purchase.

In certain instances when the service we provide does not allow us to charge according to
our normal fee schedule, we may charge hourly rates as follows: Philip V. Oppenheimer
at $450/hour, Carl K. Oppenheimer and John Koller at $325/hour.

The pooled investment vehicles we manage have the following compensation structure:
annual 1% management fee (payable quarterly) and performance-based fees which are
detailed in Item 6, Performance-Based Fees and Side-By-Side Management.

7. Types of Clients
We provide advisory services to individuals, families and their related individual
retirement accounts, pension plans, endowments and trusts, and pooled investment
vehicles.

There is no minimum account size for opening or maintaining an individually managed
account.

Investors in the pooled investment vehicles must be “accredited investors” within the
meaning of Regulation D under the Securities Act and “qualified clients” for purposes of
the Advisors Act. Investors may be admitted to the pooled investment vehicles at the
beginning of each fiscal quarter. The minimum subscription by a new investor is
$250,000. We may reduce or waive this minimum at our discretion. Additional
contributions of capital do not have a minimum investment requirement and can be made
at the beginning of each fiscal quarter. There are no sales commissions or offering fees
paid in association with capital contributions.