Oppenheimer Asset Management Inc.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT VIOLATED NYSE ARCA RULE 11.1(B). THE FINDINGS STATED THAT THE FIRM FAILED TO OBTAIN THE MOST ADVANTAGEOUS TERMS FOR A CUSTOMER OPTIONS ORDER, AND ALSO FAILED TO OBTAIN THE AGREEMENT OF ITS CUSTOMER PRIOR TO INSTRUCTING THE FLOOR BROKER TO NULLIFY AND ADJUST THE TRADE. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN SUPERVISORY SYSTEMS AND WRITTEN SUPERVISORY PROCEDURES (WSPS) REASONABLY DESIGNED TO ENSURE COMPLIANCE WITH ITS OBLIGATIONS FOR CERTAIN CUSTOMER OPTIONS ORDERS. THE FIRM DID NOT HAVE POLICIES OR PROCEDURES IN PLACE REGARDING ITS OBLIGATIONS FOR THE HANDLING OF NOT-HELD ORDERS, INCLUDING WITH RESPECT TO TRADE NULLIFICATION. ACCORDINGLY, THE FIRM VIOLATED NYSE ARCA RULES 11.18(B) AND (C). Status: Final Sanction Detail: THE FIRM WAS CENSURED AND FINED $90,000. IN CONNECTION WITH NYSE REGULATION'S INVESTIGATION, THE FIRM OFFERED THE CUSTOMER RESTITUTION IN THE AMOUNT OF $25,400. Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT VIOLATED NYSE ARCA RULE 11.1(B). THE FINDINGS STATED THAT THE FIRM FAILED TO OBTAIN THE MOST ADVANTAGEOUS TERMS FOR A CUSTOMER OPTIONS ORDER, AND ALSO FAILED TO OBTAIN THE AGREEMENT OF ITS CUSTOMER PRIOR TO INSTRUCTING THE FLOOR BROKER TO NULLIFY AND ADJUST THE TRADE. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN SUPERVISORY SYSTEMS AND WRITTEN SUPERVISORY PROCEDURES (WSPS) REASONABLY DESIGNED TO ENSURE COMPLIANCE WITH ITS OBLIGATIONS FOR CERTAIN CUSTOMER OPTIONS ORDERS. THE FIRM DID NOT HAVE POLICIES OR PROCEDURES IN PLACE REGARDING ITS OBLIGATIONS FOR THE HANDLING OF NOT-HELD ORDERS, INCLUDING WITH RESPECT TO TRADE NULLIFICATION. ACCORDINGLY, THE FIRM VIOLATED NYSE ARCA RULES 11.18(B) AND (C). THE FIRM WAS CENSURED AND FINED $90,000. IN CONNECTION WITH NYSE REGULATION'S INVESTIGATION, THE FIRM OFFERED THE CUSTOMER RESTITUTION IN THE AMOUNT OF $25,400.

Allegations: SEC ADMIN RELEASE IA 5137, MARCH 11, 2019: THE SECURITIES AND EXCHANGE COMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTED AGAINST OPPENHEIMER & CO. INC. AND ITS AFFILIATE OPPENHEIMER ASSET MANAGEMENT INC. (TOGETHER, "RESPONDENTS"). ON THE BASIS OF THIS ORDER AND RESPONDENTS' OFFERS, THE COMMISSION FINDS THAT THESE PROCEEDINGS ARISE OUT OF BREACHES OF FIDUCIARY DUTY AND INADEQUATE DISCLOSURES BY THE RESPONDENTS IN CONNECTION WITH THEIR MUTUAL FUND SHARE CLASS SELECTION PRACTICES AND THE FEES IT RECEIVED. AT TIMES DURING THE RELEVANT PERIOD, RESPONDENTS PURCHASED, RECOMMENDED, OR HELD FOR ADVISORY CLIENTS MUTUAL FUND SHARE CLASSES THAT CHARGED 12B-1 FEES INSTEAD OF LOWER-COST SHARE CLASSES OF THE SAME FUNDS FOR WHICH THE CLIENTS WERE ELIGIBLE. RESPONDENTS RECEIVED 12B-1 FEES IN CONNECTION WITH THESE INVESTMENTS. RESPONDENTS FAILED TO DISCLOSE IN THEIR FORM ADV OR OTHERWISE THE CONFLICTS OF INTEREST RELATED TO (A) THEIR RECEIPT OF 12B-1 FEES, AND/OR (B) THEIR SELECTION OF MUTUAL FUND SHARE CLASSES THAT PAY SUCH FEES. DURING THE RELEVANT PERIOD, RESPONDENTS RECEIVED 12B-1 FEES FOR ADVISING CLIENTS TO INVEST IN OR HOLD SUCH MUTUAL FUND SHARE CLASSES. AS A RESULT OF THE CONDUCT, RESPONDENTS WILLFULLY VIOLATED SECTIONS 206(2) AND 207 OF THE ADVISERS ACT. Status: Final Sanction Detail: THE RESPONDENTS SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2) AND 207 OF THE ADVISERS ACT. RESPONDENTS ARE CENSURED, SHALL, JOINTLY AND SEVERALLY, PAY DISGORGEMENT OF $3,169,123 AND PREJUDGMENT INTEREST OF $359,254, AND SHALL COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE OFFER OF SETTLEMENT. Summary: RESPONDENTS HAVE SUBMITTED AN OFFER OF SETTLEMENT WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. IN VIEW OF THE FOREGOING, THE COMMISSION DEEMS IT APPROPRIATE IN THE PUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO IN THE RESPONDENTS' OFFERS. RESPONDENTS SELF-REPORTED TO THE COMMISSION THE VIOLATIONS DISCUSSED IN THIS ORDER PURSUANT TO THE DIVISION OF ENFORCEMENT'S SHARE CLASS SELECTION DISCLOSURE INITIATIVE ("SCSD INITIATIVE"). ACCORDINGLY, THIS ORDER AND RESPONDENTS' OFFERS ARE BASED ON THE INFORMATION SELF-REPORTED BY RESPONDENTS.