Oppenheimer & Co. Inc., et al.; Notice of Application and Temporary Order December 5, 2025

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. IC-35818; File No. 812-15949]</DEPDOC> <SUBJECT>Oppenheimer & Co. Inc., et al.; Notice of Application and Temporary Order December 5, 2025</SUBJECT> <HD SOURCE="HED">AGENCY:</HD> Securities and Exchange Commission (the “Commission”). <HD SOURCE="HED">ACTION:</HD> Temporary order and notice of application for a permanent order under section 9(c) of the Investment Company Act of 1940 (the “Act”). <HD SOURCE="HED">Summary of Application:</HD> Applicants (defined below) have applied for a temporary order (the “Temporary Order”) exempting Advantage Advisers Multi-Manager, L.L.C. from section 9(a) of the Act with respect to an injunction entered against Oppenheimer & Co. Inc. in December, 2025 by the United States District Court for the Southern District of New York (the “Court”), until the Commission takes final action on an application for a permanent order exempting the Applicants and other Covered Persons (defined below) from section 9(a) of the Act (the “Permanent Order,” and with the Temporary Order, the “Requested Orders”). <HD SOURCE="HED">Applicants:</HD> Oppenheimer & Co. (“Opco”) and Advantage Advisers Multi-Manager, L.L.C. (the “Adviser”, and together with Opco, the “Applicants”), and Oppenheimer Holdings Inc. (“OPY”). <SU>1</SU> <FTREF/> <FTNT> <SU>1</SU>  OPY is a party to the application solely for purposes of making the representations and agreeing to the conditions in the application that apply to it. </FTNT> <HD SOURCE="HED">Filing Date:</HD> The application was filed on December 5, 2025. <HD SOURCE="HED">Hearing or Notification of Hearing:</HD> The Temporary Order will be effective until such time as the Commission takes final action on the application by issuing an order granting the requested relief, unless the Commission orders a hearing. Interested persons may request a hearing by emailing the Commission's Secretary at <E T="03">Secretarys-Office@sec.gov</E> and serving the Applicant with a copy of the request by email, if an email address is listed for the relevant Applicant below, or personally or by mail, if a physical address is listed for the relevant Applicant below. Hearing requests should be received by the Commission by 5:30 p.m. on December 31, 2025, and should be accompanied by proof of service on the Applicants, in the form of an affidavit, or, for lawyers, a certificate of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by emailing the Commission's Secretary. <HD SOURCE="HED">ADDRESSES:</HD> The Commission: <E T="03">Secretarys-Office@sec.gov.</E> Applicants: Dennis P. McNamara, Esq., Oppenheimer & Co. Inc., 85 Broad Street, 22nd Floor, New York, NY 10004; Norm Champ, Esq. and Pamela Poland Chen, Esq., Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022; Elizabeth A. Marino, Esq., Sidley Austin LLP, 60 State Street, 36th Floor, Boston, MA 02109. <FURINF> <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD> Rachel Loko, Senior Special Counsel, or Kaitlin Bottock, Assistant Chief Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office). </FURINF> <SUPLINF> <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD> The following is a temporary order and a summary of the application. The complete application may be obtained via the Commission's website by searching for the file number at the top of this document, or for an Applicant using the Company name search field, on the SEC's EDGAR system. The SEC's EDGAR system may be searched at <E T="03">https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html.</E> You may also call the SEC's Office of Investor Education and Advocacy at (202) 551-8090. <HD SOURCE="HD1">Applicants' Representations</HD> 1. Opco, a New York corporation, is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Currently, Opco does not serve as investment adviser to any registered investment company (a “RIC”), employee securities company (an “ESC”) or business development company (a “BDC”), or as principal underwriter (as defined in section 2(a)(29) of the Act) to any open-end management investment company registered under the Act (an “Open-End Fund”), registered unit investment trust (a “UIT”) or registered face-amount certificate company (a “FACC”) (such activities, collectively, “Fund Servicing Activities”), <SU>2</SU> <FTREF/> but it may do so in the future. <FTNT> <SU>2</SU>  The term “Fund Servicing Activities,” as it relates to Covered Persons (defined below), refers to each of the capacities identified in section 9(a) of the Act in which a Covered Person currently serves or may serve in the future. </FTNT> 2. The Adviser is a Delaware limited liability company and is registered as an investment adviser under the Advisers Act. The Adviser serves an investment adviser to the Advantage Advisers Xanthus Fund, L.L.C. (the “Fund”). <SU>3</SU> <FTREF/> <FTNT> <SU>3</SU>  The term “Fund” or “Funds,” as used in the application, refers to any RIC, ESC, and BDC for which an Applicant currently provides or may in the future provide, or a Covered Person may in the future provide, Fund Servicing Activities (defined above), subject to the terms and conditions of the Requested Orders. </FTNT> 3. Each of the Applicants is an indirect wholly-owned subsidiary of OPY, a Delaware corporation headquartered in New York, New York and listed on the New York Stock Exchange. OPY is a financial services holding company. OPY is an “affiliated person” within the meaning of section 2(a)(3) of the Act (an “Affiliated Person”) of the Adviser. <SU>4</SU> <FTREF/> <FTNT> <SU>4</SU>  Section 2(a)(3) of the Act defines “affiliated person” to include, among others, any person directly or indirectly controlling, controlled by, or under common control with, the other person. </FTNT> 4. While no existing company of which Opco is an Affiliated Person, other than the Adviser, currently serves as an investment adviser or depositor of any RIC, ESC or BDC, <SU>5</SU> <FTREF/> or as principal underwriter for any Open-End Fund, UIT, or FACC, the Applicants request that any relief granted by the Commission pursuant to the application apply to the Adviser, Opco, OPY, any existing company of which Opco is an Affiliated Person and to any other company of which Opco may become an Affiliated Person in the future (together with the Applicants and OPY, the “Covered Persons”) with respect to any activity contemplated by section 9(a) of the Act. <FTNT> <SU>5</SU>  Neither BDCs nor ESCs are specifically mentioned in section 9 but are nonetheless required to comply with its requirements by virtue of section 59 of the Act (for BDCs) and the terms of applicable exemptive relief (for ESCs). </FTNT> 5. On September 13, 2022, the Commission filed a complaint in the Court relating to the matter titled <E T="03">SEC</E> v. <E T="03">Oppenheimer & Co. Inc.,</E> Case No. 1:22-cv-07801-JPC (the “Complaint”) alleging Opco made certain sales of municipal securities to broker-dealers and investment advisers in reliance on the Limited Offering Exemption in rule 15c2-12 under the Exchange Act (the “LOE”) without satisfying the LOE's requirements. The Commission asserted in the Complaint that the LOE requires, among other things, that underwriters have a reasonable belief that the municipal securities are being sold only to sophisticated investors that are each buying the securities for a single account without a view to distribute them. In the Complaint, the Commission alleged that Opco did not have a “reasonable belief” that the broker-dealers or investment advisers to which it sold the securities at issue were buying securities for their own accounts. The Complaint also alleged that Opco negligently made deceptive statements to municipal issuers by representing to the issuers that it would offer the securities in accordance with the LOE, and, in certain cases, certifying that it had complied with the LOE. The conduct did not involve any of the Adviser's Fund Servicing Activities, the individuals who provide the Fund Servicing Activities, the Fund, or the assets of the Fund. 6. Opco has submitted an executed Consent of the Defendant Oppenheimer & Co. Inc. to entry of Final Judgment (the “Consent”), which will be presented to the Court. In the Consent, solely for the purpose of proceedings brought by or on behalf of the Commission or in which the Commission is a party, Opco consents to entry of the Final Judgment without admitting or denying the allegations made in the Complaint (except as to personal and subject matter jurisdiction, which will be admitted) (the “Final Judgment”). 7. The Final Judgment (i) permanently restrains and enjoins Opco from violating rule 15c2-12 under the Exchange Act, rules G-17 and G-27 of the Municipal Securities Rulemaking Board (“MSRB”) and section 15B(c)(1) of the Exchange Act (the “Injunction”); and (ii) orders Opco to pay a civil penalty in the amount of $1,200,000. <HD SOURCE="HD1">Applicants' Legal Analysis</HD> 1. Section 9(a)(2) of the Act provides, in pertinent part, that a person may not serve or act as an investment adviser or depositor of any registered investment company, or as principal underwriter for any Open-End Fund, UIT, or FACC, if such person “. . . by reason of any misconduct, is permanently or temporarily enjoined by order, judgment, or decree of any court of competent juris ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 21k characters. 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