##### Table of Contents





As filed with the Securities and Exchange
    Commission on July 8, 2011.
 
 
 Registration No. 333-174932
 
 
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 
  AMENDMENT NO. 1
 
 
 TO
 
 Form S-4
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
  OPPENHEIMER HOLDINGS
    INC.
 and the Subsidiary Guarantors listed below
 (Exact name of registrant as
    specified in its charter)
  Delaware

6211

98-0080034(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   125 Broad Street
 New York, New York 10004
 (212) 668-8000
 (Address, including zip code,
    and telephone number, including area code, of registrants
    principal executive offices)
  Dennis P. McNamara, Esq.
 General Counsel
 125 Broad Street
 New York, New York 10004
 (212) 668-8000
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
  Copies to:
  Richard B. Aftanas, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP
 Four Times Square
 New York, New York 10036
 (212) 735-3000
 (212) 735-2000 (facsimile)
      Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting
    company)     o
  o
 
 
      The Registrants hereby amend this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrants shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until this Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to said Section 8(a), may determine.




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TABLE OF
    ADDITIONAL REGISTRANTS
  State or other

Primary StandardJurisdiction of

Industrial

I.R.S. EmployerIncorporation or

Classification

IdentificationExact Name of Additional Registrant as Specified in its
    Charter*

Organization

Code Number

NumberE.A. Viner International Co.


Delaware



6211



76-0148280Viner Finance Inc.


Delaware



6211



98-0100459     *
    
    Each Additional Registrant is a direct or indirect subsidiary of
    Oppenheimer Holdings Inc. The address and telephone number of
    the principal executive offices of each of the Additional
    Registrants is 125 Broad Street, New York, New York 10004 and
    the telephone number is
    (212) 668-8000.




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The
information in this prospectus is not complete and may be
changed. We may not sell these securities or accept an offer to
buy these securities until the registration statement filed with
the Securities and Exchange Commission relating to these
securities is effective. This prospectus is not an offer to sell
and it is not soliciting an offers to buy these securities in
any state where the offer or sale is not permitted.  
 SUBJECT TO COMPLETION, DATED
    JULY 8, 2011
 
  PROSPECTUS
  $200,000,000
  
  OPPENHEIMER HOLDINGS
    INC.
  EXCHANGE OFFER FOR
 8.75% SENIOR SECURED
    NOTES DUE 2018
  Offer to exchange $200.0 million aggregate principal
    amount of 8.75% Senior Secured Notes Due 2018 (which we
    refer to as the old notes) for $200.0 million aggregate
    principal amount of 8.75% Senior Secured Notes Due 2018
    (which we refer to as the new notes) which have been registered
    under the Securities Act of 1933, as amended (the
    Securities Act).
      
    We will exchange new notes for all outstanding old notes that
    are validly tendered and not withdrawn prior to the expiration
    or termination of the exchange offer.
    You may withdraw tenders of old notes at any time prior to the
    expiration or termination of the exchange offer.
    The terms of the new notes are substantially identical to those
    of the outstanding old notes, except that the transfer
    restrictions and registration rights relating to the old notes
    do not apply to the new notes.
    The exchange of old notes for new notes will not be a taxable
    transaction for U.S. federal income tax purposes. You
    should see the discussion under the caption Certain
    U.S. Federal Income Tax Considerations for more
    information.
    We will not receive any proceeds from the exchange offer.
    We issued the old notes in a transaction not requiring
    registration under the Securities Act, and as a result, their
    transfer is restricted. We are making the exchange offer to
    satisfy your registration rights, as a holder of the old notes.      See Risk Factors beginning on page 19 for a
    discussion of risks you should consider prior to tendering your
    outstanding old notes for exchange.
  Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or passed upon the adequacy or accuracy of this
    prospectus. Any representation to the contrary is a criminal
    offense.




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##### 



TABLE OF
    CONTENTS
   
 PageCautionary Notice Regarding Forward-Looking
    Statements


iiSummary


1Risk Factors


19Use of Proceeds


30Ratio of Earnings to Fixed Charges


31The Exchange Offer


32Description of the New Notes


39Book-Entry Delivery and Form


90Certain U.S. Federal Income Tax Considerations


93Certain ERISA Considerations


94Plan of Distribution


96Legal Matters


97Experts


97Where You Can Find More Information


97Incorporation of Certain Documents by
    Reference


98EX-5.1EX-23.1




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CAUTIONARY
    NOTICE REGARDING FORWARD-LOOKING STATEMENTS    
    transaction volume in the securities markets;
    the volatility of the securities markets;
    fluctuations in interest rates;
    changes in regulatory requirements which could affect the cost
    and method of doing business and reduce returns;
    fluctuations in currency rates;
    general economic conditions, both domestic and international;
    changes in the rate of inflation and the related impact on the
    securities markets;
    competition from existing financial institutions and other
    participants in the securities markets;
    legal developments affecting the litigation experience of the
    securities industry and us, including developments arising from
    the failure of the Auction Rate Securities markets and the
    results of pending litigation involving us;
    changes in federal and state tax laws which could affect the
    popularity of products sold by us or impose taxes on securities
    transactions;
    the effectiveness of efforts to reduce costs and eliminate
    overlap;
    war and nuclear confrontation as well as political unrest and
    regime changes;
    our ability to achieve our business plan;
    corporate governance issues;
    the impact of the credit crisis and tight credit markets on
    business operations;
    the effect of bailout, financial reform and related legislation,
    including, without limitation, the Dodd-Frank Act;
    the consolidation of the banking and financial services industry;
    the effects of the economy on our ability to find and maintain
    financing options and liquidity;
    credit, operations, legal and regulatory risks;
    risks related to foreign operations; and
    the factors set forth under Risk Factors in this
    prospectus and other factors described in our filings with the
    Securities and Exchange Commission (the SEC).   ii




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SUMMARY  This summary highlights selected information contained
    elsewhere or incorporated by reference in this prospectus. This
    summary may not contain all of the information that you should
    consider before buying any of the notes. You should read the
    following summary together with the more detailed information
    and consolidated financial statements and the notes to those
    statements incorporated into this prospectus by reference.
  In this prospectus, except as otherwise indicated or as the
    content otherwise requires, the terms Company,
    we, us, and our refer to
    Oppenheimer Holdings Inc. and its consolidated subsidiaries. We
    refer to the directly and indirectly owned subsidiaries of
    Oppenheimer Holdings Inc. collectively as the Operating
    Subsidiaries.
  Our
    Company
  Company
    Overview
        Private
    Client
 1




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high-net-worth and/or
    Asset
    Management
  high-net-worth
  Capital
    Markets
    Investment Banking.
  Equities Capital Markets.
  Debt Capital Markets.
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Oppenheimer
    Multifamily Housing & Healthcare Finance,
    Inc.
    Credit
    Strengths
  Strong
    Track Record of Paying Down Debt
    Robust
    Performance Across a Challenging Cycle
    (BAR CHART)

(BAR CHART)   Primarily
    an Agency Business Model
    Strong
    Strategic Position
 3




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Diversified
    and Synergistic Business Model
    
  Proven
    Track Record of Profitable Growth with Attractive Future
    Prospects
 4




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Well
    Recognized Brand
    Experienced
    Management Team
    Conservative
    Risk Position and Robust Risk Management Culture
  Rule 15c3-1
  Our
    Strategy
    
    Private Client.  We intend to increase average
    production per financial advisor by leveraging the existing
    product platform through a greater percentage of our sales
    force, marketing and cross-selling our product offerings among
    our branch locations and enhancing our financial advisor
    technology. We will expand our sales force incrementally through
    efforts to recruit and retain top talent. We manage our
    recruitment costs and retention payments relative to competitors
    by taking advantage of our distinct culture and our favorable
    reputation with financial advisors frustrated with the large
    wire houses. We also intend to develop more products and
    services which target high net worth clients to attract new
    clients and leverage our existing relationships to increase our
    share of customer spending on financial services. We believe our
    earnings from this segment of our business will improve
    significantly in a higher interest rate environment.
    Asset Management.  Our clients have access to a
    team of specialists with expertise across many disciplines, from
    hedge funds to mutual funds, from domestic investments to
    offshore opportunities. We integrate traditional and
    non-traditional portfolios into a unified solution while
    offering ready access to the best managers in the investment
    management universe, both within and outside the firm. We intend
    to deepen and broaden our product offerings and penetration in
    asset management. One of our strategic advantages is our
    diligence process for identifying new asset managers and asset
    management strategies. Our diligence analysts are directly
    available for clients, which differentiates us from our
    competitors when working with
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high net worth individuals and family offices. We are also
    looking at additional opportunities to bring successful hedge
    fund and private equity investments to our clients. In addition,
    we are expanding our sales and marketing team in asset
    management in an effort to increase growth in client assets
    through new clients and increasing share of managed assets from
    existing clients.  
    Capital Markets.  We intend to utilize our
    strong brand name to continue to develop our investment banking
    and research capabilities. Our institutional equities business
    is looking to grow through expansion of market share with
    existing clients by efficiently allocating resources across
    different products to focus on key targeted small to medium
    capitalization corporate clients. The increased penetration of
    institutional accounts will allow us to leverage our
    distribution capabilities. In investment banking, we intend to
    utilize our Private Client division for leads and continue to
    grow our middle-market banking and financial sponsor franchises,
    including our leveraged finance business. Longer term, we seek
    to increase our business footprint and reputation by hiring
    experienced bankers with diverse product and industry knowledge.
    In the taxable fixed income sector, we continue to expand our
    product line and selectively grow our recently established
    middle markets desk. We have also applied to be designated as a
    Primary Dealer with the U.S. Federal Reserve Bank of New
    York, which would give us access to bid directly in
    U.S. Treasury security auctions and provide new client
    service opportunities as more parties will be able to trade with
    us.  Corporate
    Structure
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SUMMARY
    DESCRIPTION OF THE EXCHANGE OFFER
  On April 12, 2011, we completed the private placement of
    $200.0 million aggregate principal amount of
    8.75% Senior Secured Notes due 2018. As part of that
    offering, we entered into a registration rights agreement with
    the initial purchasers of the old notes, dated as of
    April 12, 2011, in which we agreed, among other things, to
    deliver this prospectus to you and to use commercially
    reasonable efforts to complete an exchange offer for the old
    notes. Below is a summary of the exchange offer.
  Old Notes
    
    8.75% Senior Secured Notes due 2018, which were issued on
    April 12, 2011.New Notes
    
    8.75% Senior Secured Notes due 2018, the issuance of which
    has been registered under the Securities Act. The form and terms
    of the new notes are identical in all material respects to those
    of the old notes, except that the transfer restrictions and
    registration rights relating to the old notes do not apply to
    the new notes.Exchange Offer
    
    We are offering to issue up to $200.0 million aggregate
    principal amount of the new notes in exchange for a like
    principal amount of the old notes to satisfy our obligations
    under the registration rights agreement that was executed when
    the old notes were issued in a transaction in reliance upon the
    exemption from registration provided by Rule 144A and
    Regulation S of the Securities Act.Expiration Date; Tenders
    
    The exchange offer will expire at 5:00 p.m., New York City
    time,
    on          ,
    2011, unless extended in our sole and absolute discretion. By
    tendering your old notes, you represent to us that: you are not our affiliate, as defined in
    Rule 405 under the Securities Act; any new notes you receive in the exchange offer are
    being acquired by you in the ordinary course of your business; neither you nor anyone receiving new notes from you,
    has any arrangement or understanding with any person to
    participate in a distribution of the new notes, as defined in
    the Securities Act; if you are not a participating broker dealer, you
    are not engaged in, and do not intend to engage in, the
    distribution of the new notes, as defined in the Securities Act;
    and if you are a broker-dealer that will receive new
    notes for your own account in exchange for old notes that were
    acquired by you as a result of your market-making or other
    trading activities, you will deliver a prospectus in connection
    with any resale of the new notes you receive.For further information regarding resales of the new notes by
    participating broker-dealers, see the discussion under the
    caption Plan of Distribution.Withdrawal; Non-Acceptance
    
    You may withdraw any old notes tendered in the exchange offer at
    any time prior to 5:00 p.m., New York City time,
    on          ,
    2011. If we decide for any reason not to accept any old notes
    tendered for exchange, the old notes will be returned to the
    registered holder at our expense promptly after the expiration
    or termination of the exchange offer. In the case of the old
    notes tendered by book-entry transfer into the exchange
    agents account at The Depository
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Trust Company (DTC), any withdrawn or
    unaccepted old notes will be credited to the tendering
    holders account at DTC. For further information regarding
    the withdrawal of tendered old notes, see The Exchange
    Offer  Terms of the Exchange Offer; Period for
    Tendering Old Notes and the The Exchange
    Offer  Withdrawal Rights.Conditions to the Exchange Offer
    
    The exchange offer is subject to customary conditions, which we
    may waive. See the discussion below under the caption The
    Exchange Offer  Conditions to the Exchange
    Offer for more information regarding the conditions to the
    exchange offer.Procedures for Tendering the Old Notes
    
    You must do one of the following on or prior to the expiration
    or termination of the exchange offer to participate in the
    exchange offer: tender your old notes by sending the certificates
    for your old notes, in proper form for transfer, a properly
    completed and duly executed letter of transmittal, with any
    required signature guarantees, and all other documents required
    by the letter of transmittal, to The Bank of New York Mellon
    Trust Company, N.A., as exchange agent, at one of the
    addresses listed below under the caption The Exchange
    Offer  Exchange Agent, or tender your old notes by using the book-entry
    transfer procedures described below and transmitting a properly
    completed and duly executed letter of transmittal, with any
    required signature guarantees, or an agents message
    instead of the letter of transmittal, to the exchange agent. In
    order for a book-entry transfer to constitute a valid tender of
    your old notes in the exchange offer, The Bank of New York
    Mellon Trust Company, N.A., as exchange agent, must receive
    a confirmation of book-entry transfer of your old notes into the
    exchange agents account at DTC prior to the expiration or
    termination of the exchange offer. For more information
    regarding the use of book-entry transfer procedures, including a
    description of the required agents message, see the
    discussion below under the caption The Exchange
    Offer  Book-Entry Transfers.Special Procedures for Beneficial Owners
    
    If you are a beneficial owner whose old notes are registered in
    the name of the broker, dealer, commercial bank, trust company
    or other nominee and you wish to tender your old notes in the
    exchange offer, you should promptly contact the person in whose
    name the old notes are registered and instruct that person to
    tender on your behalf. If you wish to tender in the exchange
    offer on your own behalf, prior to completing and executing the
    letter of transmittal and delivering your old notes, you must
    either make appropriate arrangements to register ownership of
    the old notes in your name or obtain a properly completed bond
    power from the person in whose name the old notes are registered.Certain U.S. Federal Income Tax Considerations
    
    The exchange of the old notes for new notes in the exchange
    offer will not be a taxable transaction for United States
    federal income tax purposes. See the discussion under the
    caption Certain U.S. Federal Income Tax
    Considerations for more information regarding the tax
    consequences to you of the exchange offer.
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Use of Proceeds
    
    We will not receive any proceeds from the exchange offer.Exchange Agent
    
    The Bank of New York Mellon Trust Company, N.A. is the
    exchange agent for the exchange offer. You can find the address
    and telephone number of the exchange agent below under the
    caption The Exchange Offer  Exchange
    Agent.Resales
    
    Based on interpretations by the staff of the SEC, as set forth
    in no-action letters issued to the third parties, we believe
    that the new notes you receive in the exchange offer may be
    offered for resale, resold or otherwise transferred without
    compliance with the registration and prospectus delivery
    provisions of the Securities Act. However, you will not be able
    to freely transfer the new notes if: you are our affiliate, as defined in
    Rule 405 under the Securities Act; you are not acquiring the new notes in the exchange
    offer in the ordinary course of your business; you have an arrangement or understanding with any
    person to participate in the distribution, as defined in the
    Securities Act, of the new notes, you will receive in the
    exchange offer; you are holding old notes that have or are
    reasonably likely to have the status of an unsold allotment in
    the initial offering; or you are a participating broker-dealer that received
    new notes for its own account in the exchange offer in exchange
    for old notes that were acquired as a result of market-making or
    other trading activities.If you fall within one of the exceptions listed above, you must
    comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with any resale
    transaction involving the new notes. See the discussion below
    under the caption The Exchange Offer 
    Procedures for Tendering Old Notes for more information.Broker-Dealer
    
    Each broker-dealer that receives new notes for its own account
    pursuant to the exchange offer must acknowledge that it will
    deliver a prospectus in connection with any resale of new notes.
    The letter of transmittal states that by so acknowledging and
    delivering a prospectus, a broker-dealer will not be deemed to
    admit that it is an underwriter within the meaning
    of the Securities Act. This prospectus, as it may be amended or
    supplemented from time to time, may be used by a broker-dealer
    in connection with resales of new notes received in exchange for
    old notes which were acquired by such broker-dealer as a result
    of market making activities or other trading activities. We have
    agreed that for a period of up to 90 days after the
    completion of this exchange offer, we will make this prospectus
    available to any broker-dealer for use in connection with any
    such resale. See Plan of Distribution for more
    information.
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Furthermore, a broker-dealer that acquired any of its old notes
    directly from us: may not rely on the applicable interpretations of
    the staff or the SECs position contained in Exxon Capital
    Holdings Corp., SEC no-action letter (Apr. 13, 1988); Morgan
    Stanley & Co. Inc., SEC no-action letter (June 5,
    1991); or Shearman & Sterling, SEC no-Action Letter
    (July 2, 1993); and must also be named as a selling security holder in
    connection with the registration and prospectus delivery
    requirements of the Securities Act relating to any resale
    transaction.Registration Rights Agreement
    
    When the old notes were issued, we entered into a registration
    rights agreement with the initial purchasers of the old notes.
    Under the terms of the registration rights agreement, we agreed
    to use our commercially reasonable efforts to file with the SEC
    and cause to become effective, a registration statement relating
    to an offer to exchange the old notes for the new notes.In the event that the exchange offer is not consummated within
    360 days of the date of issuance of the old notes (i.e. by
    April 6, 2012), the interest rate borne by the old notes
    will be increased by 0.25% per annum for the first 90 days
    beginning after April 6, 2012, and 0.50% per annum
    thereafter.Under some circumstances set forth in the registration rights
    agreement, holders of old notes, including holders who are not
    permitted to participate in the exchange offer or who may not
    freely sell new notes received in the exchange offer, may
    require us to file and cause to become effective, a shelf
    registration statement covering resales of the old notes by
    these holders.A copy of the registration rights agreement is incorporated by
    reference as an exhibit to the registration statement of which
    this prospectus is a part. See Description of the New
    Notes  Registration Rights and Additional
    Interest.
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CONSEQUENCES
    OF NOT EXCHANGING OLD NOTES
    
    if they are registered under the Securities Act and applicable
    state securities laws;
    if they are offered or sold under an exemption from registration
    under the Securities Act and applicable state securities
    laws; or
    if they are offered or sold in a transaction not subject to the
    Securities Act and applicable state securities laws.
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SUMMARY
    DESCRIPTION OF THE NEW NOTES
  The terms of the new notes and those of the outstanding old
    notes are substantially identical, except that the transfer
    restrictions and registration rights relating to the old notes
    do not apply to the new notes. For a more complete understanding
    of the new notes, see Description of the new
    notes.
  Issuer
    
    Oppenheimer Holdings Inc.Securities
    
    Up to $200.0 million aggregate principal amount of
    8.75% Senior Secured Notes due 2018.Maturity
    
    April 15, 2018.Interest
    
    8.75% per annum, payable semi-annually in arrears on April 15
    and October 15 of each year, beginning on October 15, 2011.Subsidiary Guarantors
    
    All payments on the new notes, including principal and interest,
    will be jointly and severally and fully and unconditionally
    guaranteed on a senior secured basis by E.A. Viner International
    Co. and Viner Finance Inc. and future subsidiaries required to
    guarantee the new notes pursuant to the Future Subsidiary
    Guarantees covenant (the Subsidiary
    Guarantors). See Description of the new
    notes  Covenants  Future subsidiary
    guarantees.Collateral
    
    The new notes and the subsidiary guarantees will be secured by a
    first-priority security interest in substantially all of the
    Companys and the Subsidiary Guarantors existing and
    future tangible and intangible assets, subject to certain
    exceptions and permitted liens. See Description of the new
    notes  Security.Optional Redemption
    
    We may redeem the new notes at any time on or after
    April 15, 2014. The redemption price for the new notes
    (expressed as a percentage of principal amount), will be as
    follows, plus accrued and unpaid interest and additional
    interest, if any, to, but not including, the redemption date:  If Redeemed During the 12-MonthPeriod Commencing April 15,

Redemption Price2014


106.563
%2015


104.375
%2016


102.188
%2017 and thereafter


100.000
%   In addition, at any time prior to April 15, 2014, we may
    redeem the new notes at our option, in whole at any time or in
    part from time to time, at a redemption price equal to 100% of
    the principal amount of the new notes redeemed plus a
    make-whole premium and accrued and unpaid interest
    and additional interest, if any.In addition, at any time prior to April 15, 2014, we may
    redeem up to 35% of the principal amount of the new notes with
    the net cash proceeds of one or more sales of our capital stock
    (other than disqualified stock) at a redemption price of 108.75%
    of their principal amount, plus accrued and unpaid interest and
    additional interest, if any; provided that at least 65% of the
    original aggregate principal amount of new notes issued on the
    closing date remains outstanding after each such redemption and
    notice of any such redemption is mailed within 90 days of
    each such sale of capital stock.
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Change in Control
    
    Upon a change of control we may be required to make an offer to
    purchase the new notes. The purchase price will equal 101% of
    the principal amount of the new notes on the date of purchase,
    plus accrued and unpaid interest and additional interest, if
    any. We may not have sufficient funds available at the time of a
    change of control to make any required debt payment (including
    repurchases of the new notes).Ranking
    
    The new notes will be our general senior obligations and will
    rank effectively senior in right of payment to all unsecured and
    unsubordinated obligations of the Company or the relevant
    Subsidiary Guarantor, to the extent of the value of the
    collateral owned by the Company or such Subsidiary Guarantor
    (and, to the extent of any unsecured remainder after payment of
    the value of the collateral, rank equally in right of payment
    with such unsecured and unsubordinated indebtedness of the
    Company). The new notes will also rank senior in right of
    payment to any subordinated debt of the Company or such
    Subsidiary Guarantor. The new notes will be secured on a
    first-priority basis by the collateral, subject to certain
    exceptions and permitted liens and it is intended that pari
    passu lien indebtedness, if any, will be secured on an equal and
    ratable basis. The new notes will be effectively junior in right
    of payment to all existing and future indebtedness, claims of
    holders of preferred stock and other liabilities (including
    trade payables) of subsidiaries of the Company that are not
    guarantors, including all Regulated Subsidiaries (as defined
    below) and unrestricted subsidiaries.As of March 31, 2011, on an as adjusted basis after giving
    effect to the sale of the new notes and the use of proceeds
    thereof, we would have had approximately $200 million of
    senior debt, $200 million of which was secured, and no
    subordinated debtWe currently derive the majority of our revenue from the
    operations of our Regulated Subsidiaries. As our obligations
    under the new notes are not guaranteed by our Regulated
    Subsidiaries, creditors of a Regulated Subsidiary, including
    trade creditors, customers, and preferred stockholders, if any,
    of such Regulated Subsidiary generally will have priority with
    respect to the assets and earnings of such Regulated Subsidiary
    over the claims of the holders. The new notes, therefore, will
    be effectively subordinated to the claims of creditors,
    including trade creditors, customers and preferred stockholders,
    if any, of our Regulated Subsidiaries. As of March 31,
    2011, our Regulated Subsidiaries had $2.6 billion
    outstanding in such liabilities.Certain Covenants
    
    The Company will agree to covenants that limit the ability of
    the Company and its restricted subsidiaries and, in certain
    limited cases, its Regulated Subsidiaries, among other things,
    to: incur additional debt and issue preferred stock; pay dividends, acquire shares of capital stock, make
    payments on subordinated debt or make investments; place limitations on distributions from Regulated
    Subsidiaries or restricted subsidiaries; issue guarantees;
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 sell or exchange assets; enter into transactions with shareholders and
    affiliates; create liens; and effect mergers.These covenants are subject to important exceptions and
    qualifications, which are described under the heading
    Description of the new notes  Covenants
    in this prospectus. These exceptions and qualifications include,
    among other things, a variety of provisions that are intended to
    allow us to continue to conduct our brokerage operations in the
    ordinary course of business. In addition, if and for so long as
    the new notes have an investment grade debt rating from both
    Standard & Poors, a division of The McGraw-Hill
    Companies, Inc. and Moodys Investors Service, Inc. and no
    default has occurred and is continuing under the indenture, we
    will not be subject to certain of the covenants listed above.
    See Description of the new notes.Pursuant to the indenture, the following covenants apply to us
    and our restricted subsidiaries, but generally do not apply, or
    apply only in part, to our Regulated Subsidiaries: limitation on indebtedness and issuances of
    preferred stock, which restricts our ability to incur additional
    indebtedness or to issue preferred stock; limitations on restricted payments, which generally
    restricts our ability to declare certain dividends or
    distributions or to make certain investments; limitation on dividend and other payment
    restrictions affecting restricted subsidiaries or Regulated
    Subsidiaries, which generally prohibits restrictions on the
    ability of certain of our subsidiaries to pay dividends or make
    other transfers; future Subsidiary Guarantors, which prohibits
    certain of our subsidiaries from guaranteeing our indebtedness
    or indebtedness of any restricted subsidiary unless the new
    notes are comparably guaranteed; limitation on transactions with shareholders and
    affiliates, which generally requires transactions among our
    affiliated entities to be conducted on an arms-length
    basis; limitation on liens, which generally prohibits us
    and our restricted subsidiaries from granting liens unless the
    new notes are comparably secured; and limitation on asset sales, which generally prohibits
    us and certain of our subsidiaries from selling assets or
    certain securities or property of significant subsidiaries.Under certain circumstances, however, the covenants under
    Description of the new notes 
    Covenants  Limitation on indebtedness and issuances
    of preferred stock,  Limitation on
    restricted payments,  Limitation on
    dividend and other payment restrictions affecting restricted
    subsidiaries or regulated subsidiaries,
     Future
 14




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##### Table of Contents



subsidiary guarantees,  Limitation on
    transactions with shareholders and affiliates, and
     Limitation on asset sales may apply to
    our Regulated Subsidiaries, depending on the nature of the
    transaction in question, whether a Regulated Subsidiary is
    incurring any Indebtedness (as defined in the indenture) and a
    variety of other factors.For purposes of the covenants, Regulated Subsidiaries refers to
    any direct or indirect subsidiary of the Company that is
    registered as (i) a broker dealer pursuant to
    Section 15 of the Exchange Act, (ii) a broker dealer
    or underwriter under any foreign securities law or (iii) a
    banking or insurance subsidiary regulated under state, federal
    or foreign laws. Restricted subsidiaries generally include any
    of our subsidiaries that are not Regulated Subsidiaries and that
    have not been designated by our board of directors as
    unrestricted.As of March 31, 2011, our Regulated Subsidiaries
    represented 93% of our total assets. For the quarter ended
    March 31, 2011 and the year ended December 31, 2010,
    our Regulated Subsidiaries represented 90% and 90% of our total
    revenues, respectively, and 44% and 54% of our net income,
    respectively.No Established Trading Market
    
    The new notes generally will be freely transferable but will
    also be new securities for which there is no established market.
    Accordingly, a liquid market for the new notes may not develop
    or be maintained. We have not applied, and do not intend to
    apply, for the listing of the new notes on any exchange or
    automated dealer quotation system.Risk Factors
    
    Tendering your old notes in the exchange offer involves risks.
    You should carefully consider the information set forth in this
    prospectus and, in particular, should evaluate the specific
    factors set forth in the section entitled Risk
    Factors for an explanation of certain risks of investing
    in the new notes before tendering any old notes. For a
    description of risks related to our industry and business, you
    should also evaluate the specific risk factors set forth in the
    section entitled Risk Factors in our annual report
    on
    Form 10-K
    for the year ended December 31, 2010, which is incorporated
    herein by reference.
 15




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##### Table of Contents



SUMMARY
    CONSOLIDATED HISTORICAL FINANCIAL DATA
  Form 10-K Form 10-Q
  Three MonthsEndedMarch 31,


Year Ended December 31,2011


2010


2009


2008(Dollars in thousands)Consolidated Statements of Operation:REVENUECommissions

$
136,855


$
537,730


$
555,574


$
532,682Principal transactions, net


10,991



77,183



107,094



20,651Interest


14,789



45,871



35,960



61,793Investment banking


28,441



134,906



90,960



83,541Advisory fees


48,449



187,888



160,705



198,960Other


13,892



51,494



41,140



22,443Total revenues


253,417



1,035,072



991,433



920,070EXPENSES:Compensation and related expenses


170,415



972,244



672,325



626,030Clearing and exchange fees


6,313



25,754



26,748



31,007Communications and technology


15,939



64,700



62,724



75,359Occupancy and equipment costs


18,546



74,389



74,372



69,945Interest


7,774



25,914



21,050



38,998Other


24,601



101,305



99,401



114,774Total expenses


243,588



964,306



956,620



956,113Profit (loss) before income taxes


9,829



70,766



34,318



(36,043
)Income tax provision (benefit)


4,068



30,187



15,326



(15,273
)Net profit (loss) for the year


5,761



40,579



19,487



(20,770
)Less net profit attributable to non-controlling interest, net of
    tax


675



2,248







Net profit attributable to Oppenheimer Holdings Inc.

$
5,086


$
38,331


$
19,487


$
(20,770
)Net profit (loss) for the period

$
5,761


$
40,579


$
19,487


$
(20,770
)Other comprehensive income (loss):Currency translation adjustment


239



1,597



(99
)


31Change in cash flow hedges, net of tax


72



(847
)


884



(388
)Comprehensive income (loss) for the period

$
6,072


$
41,329


$
20,272


$
(21,127
)
 16




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##### Table of Contents



As atMarch 31,

As at December 31,2011

2010

2009

2008(Dollars in thousands)Consolidated Balance Sheet Data:Cash and cash equivalents

$
52,940


$
52,854


$
68,918


$
46,685Total assets


3,156,668



2,620,034



2,203,383



1,526,559Total liabilities


2,657,832



2,122,438



1,751,936



1,100,833Total stockholders equity


498,836



497,596



451,447



425,726   As AdjustedAs ofDecember 31,

Year Ended December 31,2010

2010

2009

2008(Dollars in thousands)Other Financial DataConsolidated Adjusted EBITDA(1)(2)






108,201



84,870



49,621Long-term Debt to Consolidated Adjusted EBITDA(2)


1.8
x


1.1
x


1.6
x


3.0
x     (1)
    
    Consolidated Adjusted EBITDA is a measure of operating
    performance that is not defined under GAAP. We define
    Consolidated Adjusted EBITDA as net profit (loss) attributable
    to Oppenheimer Holdings Inc. before interest expense, income
    taxes, depreciation expense and amortization expense, adjusted
    to exclude share-based compensation expense which is not settled
    in cash and other non-cash charges. Our definitions and
    calculations of Consolidated Adjusted EBITDA may differ from the
    Consolidated Adjusted EBITDA or analogous calculations of other
    companies in our industry, and may limit is usefulness as a
    comparative measure.Consolidated Adjusted EBITDA has limitations as an analytical
    tool. Consolidated Adjusted EBITDA is not a measurement of net
    income (loss), and should not be considered as an alternative to
    net income (loss) as a measure of operating performance. Rather,
    Consolidated Adjusted EBITDA should be considered as
    supplementary information to our GAAP results, shown here in
    order to provide a more complete understanding of our operating
    performance.We use Consolidated Adjusted EBITDAin a number of ways to assess
    our consolidated operating performance, and we believe this
    measure is helpful to management and investors in identifying
    trends in our operating results. We use Consolidated Adjusted
    EBITDA as a measure of our consolidated operating performance
    exclusive of income and expenses that relate to the financing,
    income taxes and capitalization of the business. We believe this
    metric measures our financial performance based on operational
    factors that management can impact in the short-term, namely the
    cost structure and expenses of the organization. In addition,
    Consolidated Adjusted EBITDA as used in this prospectus
    corresponds to the definition of Consolidated EBITDA
    that will be used in the indenture related to the notes.(2)
    
    For the as adjusted calculation, the 2010 Consolidated Adjusted
    EBITDA represents historical Consolidated Adjusted EBITDA and
    has not been adjusted for the interest expense on long-term debt
    giving effect to this offering.
 17




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For theThreeMonthPeriodEndedFor the Twelve Month Period Ended December 31,


March 31,2005


2006


2007


2008


2009


2010


2011(Dollars in thousands)Net Profit Attributable to Oppenheimer Holdings
    Inc.:

$
22,916


$
44,577


$
75,367


$
(20,770
)

$
19,487


$
38,331


$
5,086Add:Interest Expense(a)


9,005



8,742



8,097



15,540



13,925



11,539



2,471Income Taxes


18,773



35,873



52,027



(15,274
)


15,326



28,578



3,590Depreciation Expense


9,347



9,583



9,695



44,474



12,630



12,448



3,527Amortization Expense


17,081



12,520



9,772



8,569



7,065



5,885



1,374Consolidated EBITDA


77,122



111,295



154,957



(460
)


68,433



96,781



16,049Share-Based Compensation Expense(b)


39



2,537



4,182



7,334



7,002



7,611



1,223Other Non-Cash Charges(c)


5,093



(17,822
)


(2,578
)


42,747



9,435



3,809



Consolidated Adjusted EBITDA

$
82,254


$
96,009


$
156,562


$
49,621


$
84,870


$
108,201


$
17,271     (a)
    
    Interest expense on long-term debt.(b)
    
    Charges associated with Employee Share Plan restricted stock
    award program and Equity Incentive Plan stock option award
    program.(c)
    
    Includes gains on extinguishment of debt ($4.1 million and
    $2.5 million in 2006 and 2007, respectively), gains/losses
    related to the exchange of three stock exchange seats for shares
    of the NYSE Group, resulting from the merger between NYSE and
    Archipelago, ($13.7 million gain and $2.6 million loss
    in 2006 and 2008, respectively), and charges related to deferred
    compensation and benefit arrangements in conjunction with
    acquisitions made in 2003 and 2008 ($5.1 million,
    $40.2 million, $9.4 million, and $3.8 million in
    2005, 2008, 2009, and 2010, respectively).
 18




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##### Table of Contents



RISK
    FACTORS  Any investment in the notes involves a high degree of risk.
    You should consider carefully the following information about
    these risks, together with the other information contained or
    incorporated by reference in this prospectus, including risks
    contained in our most recent annual report on Form 10-K,
    any subsequent quarterly or annual reports on Form 10-Q or
    Form 10-K or any current reports on Form 8-K, before buying any
    of the notes. If any of the following risks actually occur, our
    business, financial condition, prospects, results of operations
    or cash flow could be materially and adversely affected.
    Additional risks or uncertainties not currently known to us, or
    that we currently deem immaterial, may also impair our business
    operations. We cannot assure you that any of the events
    discussed in the risk factors below will not occur. If any of
    such events does occur, you may lose all or part of your
    original investment in the notes.
  Holders
    who Fail to Exchange their Old Notes will Continue to be Subject
    to Restrictions on Transfer.
    You
    Must Comply with the Exchange Offer Procedures in Order to
    Receive New, Freely Tradable New Notes.
    
    certificates for old notes or a book-entry confirmation of a
    book-entry transfer of old notes into the Exchange Agents
    account at DTC, New York, New York as depository, including an
    Agents Message (as defined herein) if the tendering holder
    does not deliver a letter of transmittal;
    a completed and signed letter of transmittal (or facsimile
    thereof), with any required signature guarantees, or an
    Agents Message in lieu of the letter of
    transmittal; and
    any other documents required by the letter of transmittal.  See
  Some
    Holders who Exchange their Old Notes May be Deemed to be
    Underwriters and These Holders will be Required to Comply with
    the Registration and Prospectus Delivery Requirements in
    Connection with Any Resale Transaction.
   19




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Your
    Ability to Transfer the Notes may be Limited by the Absence of
    an Active Trading Market, and There is no Assurance That any
    Active Trading Market Will Develop for the Notes.
      Certain
    of Our Subsidiaries, Which Generate Substantially all of Our
    Revenues and Own Substantially all of Our Assets, are not
    subject to Many of the Restrictive Covenants in the Indenture
    Governing the Notes.
    non-U.S. governmental
  We
    Depend Almost Entirely on the Cash Flow From Our Regulated
    Subsidiaries to Meet Our Obligations, and Your Right to Receive
    Payment on the Notes Will be Structurally Subordinate to the
    Obligations of These Subsidiaries.
   20




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##### Table of Contents



If the
    Company is Unable to Repay its Outstanding Indebtedness When
    Due, its Operations May be Materially, Adversely
    Affected.
    We May
    not be Able to Generate Sufficient Cash to Service the Notes or
    Our Other Indebtedness, and May be Forced to Take Other Actions
    to Satisfy Our Obligations Under Our Indebtedness, Which May not
    be Successful.
      Our
    Debt Agreements Will Contain Restrictions that Will Limit Our
    Flexibility in Operating Our Business.
    
    incur additional indebtedness;
    pay dividends on, repurchase or make distributions in respect of
    our capital stock or make other restricted payments;
    make certain investments;
    sell certain assets;
    create liens;
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of our assets; and
    enter into certain transactions with our affiliates.   21




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##### Table of Contents



and/or
  The
    Value of the Collateral Securing the Notes and the Note
    Guarantees May not be Sufficient to Satisfy Our Obligations
    Under the Notes and the Note Guarantees.
          The
    Imposition of Certain Permitted Liens Could Adversely Affect the
    Value of the Collateral.
   22




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##### Table of Contents



There
    are Certain Categories of Property that are Excluded From the
    Collateral.
  See
    The
    Notes will be Structurally Subordinated to Claims of Creditors
    of Non-Guarantor Subsidiaries.
   23




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##### Table of Contents



Because
    Each Subsidiary Guarantors Liability Under its Note
    Guarantee May be Reduced to Zero, Avoided or Released Under
    Certain Circumstances, You May not Receive Any Payments From
    Some or all of the Subsidiary Guarantors.
  See
  There
    May not be Sufficient Collateral to Pay all or Any of the Notes,
    Especially if We Incur Additional Secured Indebtedness as
    Permitted Under the Notes, Which Will Dilute the Value of the
    Collateral Securing the Notes.
      You
    May Have Limited Rights to Enforce Remedies Under the Security
    Documents, and the Collateral may be Released Without Your
    Consent in Certain Circumstances.
    See
  debtor-in-possession
 24




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##### Table of Contents



Rights
    of Holders of the Notes in the Collateral may be Adversely
    Affected by the Failure to Perfect Security Interests in
    Collateral.
      Security
    Over Certain Collateral May not be in Place by the Closing Date
    of this Offering or May not be Perfected on the Closing Date of
    this Offering, Which Means that the Notes Will not be Secured to
    that Extent.
  and/or and/or
  We May
    not be Able to Repurchase the Notes Upon a Change of
    Control.
    See
 25




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##### Table of Contents



In the
    Event of a Bankruptcy of the Company or any of the Subsidiary
    Guarantors, Holders of the Notes May be Deemed to Have an
    Unsecured Claim to the Extent that Obligations in Respect of the
    Notes Exceed the Fair Market Value of the Collateral Securing
    the Notes.
  debtor-in-possession
  Bankruptcy
    Laws May Limit the Ability of Holders of the Notes to Realize
    Value From the Collateral.
     26




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Any
    Future Pledge of Collateral or Guarantee in Favor of the Holders
    of the Notes Might be Voidable in Bankruptcy.
    The
    Notes Could be Wholly or Partially Voided as a Preferential
    transfer.
  90-day
  Federal
    and State Fraudulent Transfer Laws May Permit a Court to Void
    the Notes and the Note Guarantees, Subordinate Claims in Respect
    of the Notes and Any Guarantees and Require Noteholders to
    Return Payments Received and, if That Occurs, You May not
    Receive any Payments on the Notes.
    
    we or any of the guarantors, as applicable, were insolvent or
    rendered insolvent by reason of the issuance of the notes or the
    incurrence of the guarantees;
    the issuance of the notes or the incurrence of the guarantees
    left us or any of the guarantors, as applicable, with an
    unreasonably small amount of capital to carry on the
    business; or
    we or any of the guarantors intended to, or believed that we or
    such guarantor would, incur debts beyond our or such
    guarantors ability to pay such debts as they mature. 27




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##### Table of Contents




    the sum of its debts, including contingent liabilities, was
    greater than the fair saleable value of all its assets; or
    the present fair saleable value of its assets was less than the
    amount that would be required to pay its probable liability on
    its existing debts, including contingent liabilities, as they
    become absolute and mature; or
    it could not pay its debts as they become due.      A
    Lowering or Withdrawal of the Ratings Assigned to Our Debt
    Securities by Rating Agencies May Increase Our Future Borrowing
    Costs and Reduce Our Access to Capital.
    The
    Market Price for the Notes May be Volatile.
    An
    Increase in Market Interest Rates Could Result in a Decrease in
    the Value of the Notes.
   28




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##### Table of Contents



Certain
    Covenants Contained in the Indenture Will not be Applicable
    During Any Period in Which the Notes are Rated Investment
    Grade.
   29




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USE OF
    PROCEEDS   30




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##### Table of Contents



RATIO OF
    EARNINGS TO FIXED CHARGES    Three MonthsEnded

Year Ended December 31,March 31, 2011

2010

2009

2008

2007

2006(Dollars in millions)Profit (Loss) Before Income Taxes

$
9,829


$
70,766


$
34,813


$
(36,043
)

$
127,394


$
80,450Add Fixed Charges:Interest Expense(1)


7,774



25,914



21,050



38,998



56,643



62,867Amortization of Debt Issuance Costs


92



643



1,164



1,227



1,218



352Appropriate Portion of Rentals Representative of the Interest
    Factor(2)


3,971



16,793



16,853



15,687



11,036



11,090Total Fixed Charges


11,837



43,450



39,067



55,912



68,897



74,309Earnings


21,666



114,116



73,880



19,869



196,291



154,759Ratio of Earnings to Fixed Charges(3)


1.8



2.6



1.9







2.8



2.1     (1)
    
    Includes interest expenses on short-term borrowings including
    bank call loans, securities lending, and repurchase agreements
    which generally have a corresponding asset that generates
    interest income that substantially offsets or exceeds the
    aforementioned interest expense.(2)
    
    The percent of rent included in the computation is a reasonable
    approximation of the interest factor.(3)
    
    Due to the Companys pre-tax loss in the year ended
    December 31, 2008 the ratio coverage was less than 1:1 in
    this period. The Company would have needed to generate
    additional earnings of $36 million to achieve a coverage of
    1:1. 31




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##### Table of Contents



THE
    EXCHANGE OFFER  Terms of
    the Exchange Offer; Period for Tendering Old Notes
  expiration
    date expiration date
          Procedures
    for Tendering Old Notes
    
    certificates for such old notes must be received by the exchange
    agent along with the letter of transmittal; or
    a timely confirmation of a book-entry transfer (a
    book-entry confirmation) of such old notes,
    if such procedure is available, into the exchange agents
    account at DTC pursuant to the procedure for book-entry transfer
    must be received by the exchange agent, prior to the expiration
    date, with the letter of transmittal or an agents message
    in lieu of such letter of transmittal.  agents message
   32




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##### Table of Contents




    by a holder of the old notes who has not completed the box
    entitled Special Issuance Instructions or
    Special Delivery Instructions on the letter of
    transmittal, or
    for the account of an eligible institution (as defined below).            
    cannot rely on the applicable interpretations of the staff of
    the SEC; and
    must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with any resale
    transaction.  See
 33




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##### Table of Contents




    may not rely on the applicable interpretation of the staff of
    the SEC contained in Exxon Capital Holdings Corp., SEC no-action
    letter (Apr. 13, 1988), Morgan, Stanley & Co. Inc.,
    SEC no-action letter (June 5, 1991) and
    Shearman & Sterling, SEC no-action letter
    (July 2, 1993); and
    must also be named as a selling security holder in connection
    with the registration and prospectus delivery requirements of
    the Securities Act relating to any resale transaction.  Acceptance
    of Old Notes for Exchange; Delivery of New Notes
  See
      
    a timely book-entry confirmation of such old notes into the
    exchange agents account at DTC,
    a properly completed and duly executed letter of transmittal or
    an agents message in lieu thereof, and
    all other required documents.    Book-Entry
    Transfers
   34




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##### Table of Contents



Withdrawal
    Rights
    
    the name of the person having tendered the old notes to be
    withdrawn,
    the old notes to be withdrawn (including the principal amount of
    such old notes), and
    where certificates for old notes have been transmitted, the name
    in which such old notes are registered, if different from that
    of the withdrawing holder.      Conditions
    to the Exchange Offer
    
    the exchange offer violates any applicable law or applicable
    interpretation of the staff of the SEC; or
    there is threatened, instituted or pending any action or
    proceeding before, or any injunction, order or decree has been
    issued by, any court or governmental agency or other
    governmental regulatory or administrative agency or commission,  
    seeking to restrain or prohibit the making or consummation of
    the exchange offer or any other transaction contemplated by the
    exchange offer, or assessing or seeking any damages as a result
    thereof, or
    resulting in a material delay in our ability to accept for
    exchange or exchange some or all of the old notes pursuant to
    the exchange offer,
    or any statute, rule, regulation, order or injunction has been
    sought, proposed, introduced, enacted, promulgated or deemed
    applicable to the exchange offer or any of the transactions
    contemplated by the exchange offer by any government or
    governmental authority, domestic or foreign, or any action has
    been taken, proposed or threatened, by any government,
    governmental authority, agency or court, domestic or foreign,
    that in our sole judgment might, directly or indirectly, result
    in any of the consequences referred to in clauses (1) or
    (2) above or, in our reasonable judgment, might result in
    the holders of new notes having obligations with respect to
    resales and transfers of new notes which are greater than those
    described in the interpretation of the SEC referred to on the
    cover page of this prospectus, or would otherwise make it
    inadvisable to proceed with the exchange offer; or 35




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##### Table of Contents




    there has occurred:  
    any general suspension of or general limitation on prices for,
    or trading in, our securities on any national securities
    exchange or in the
    over-the-counter
    market,
    any limitation by a governmental agency or authority which may
    adversely affect our ability to complete the transactions
    contemplated by the exchange offer,
    a declaration of a banking moratorium or any suspension of
    payments in respect of banks in the United States or any
    limitation by any governmental agency or authority which
    adversely affects the extension of credit, or
    a commencement of a war, armed hostilities or other similar
    international calamity directly or indirectly involving the
    United States, or, in the case of any of the foregoing existing
    at the time of the commencement of the exchange offer, a
    material acceleration or worsening thereof;  and/or
      Exchange
    Agent
    The Bank of
    New York Mellon Trust Company, N.A., Exchange Agent
    By Registered or Certified Mail, Overnight Delivery after
    4:30 p.m. on the Expiration Date:111 Sanders Creek Parkway
      For Information Call: 1-800-254-2826
   DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
    THAN AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF
    TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT
    CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.
  Fees and
    Expenses
   36




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##### Table of Contents



out-of-pocket
    Accounting
    Treatment
    Transfer
    Taxes
    Consequences
    of Exchanging or Failing to Exchange Old Notes
    
    you are our affiliate, as defined in Rule 405
    under the Securities Act,
    you are not acquiring the new notes in the exchange offer in the
    ordinary course of your business,
    you have an arrangement or understanding with any person to
    participate in the distribution, as defined in the Securities
    Act, of the new notes you will receive in the exchange offer,
    you are holding old notes that have, or are reasonably likely to
    have, the status of an unsold allotment in the initial
    offering, or
    you are a participating broker-dealer.   37




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38




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##### Table of Contents



DESCRIPTION
    OF THE NEW NOTES  Indenture Trustee Collateral
    Agent
  Holders TIA
    General
  Additional Notes provided provided
  360-day 30-day
 39




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##### Table of Contents



Optional
    Redemption
    If Redeemed During the 12-Month Period Commencing April
    15,

Redemption Price2014


106.563
%2015


104.375
%2016


102.188
%2017 and thereafter


100.000
%     provided
    
    in compliance with the requirements of the principal national
    securities exchange, if any, on which the notes are
    listed, or
    if the notes are not listed on a national securities exchange,
    by lot or by such other method as the Trustee in its sole
    discretion shall deem to be fair and appropriate.    Ranking
    
    rank effectively senior in right of payment to all unsecured and
    unsubordinated obligations of the Company or the relevant
    Subsidiary Guarantor, to the extent of the value of the
    Collateral owned by the Company or such Subsidiary Guarantor
    (and, to the extent of any unsecured remainder after payment of
    the value of the Collateral, rank equally in right of payment
    with such unsecured and unsubordinated Indebtedness of the
    Company);
    be secured on a first-priority basis by the Collateral, subject
    to certain Permitted Liens and it is intended that Pari Passu
    Lien Indebtedness will be secured on an equal and ratable basis;
    rank senior in right of payment to any subordinated debt of the
    Company or such Subsidiary Guarantor; and
    rank effectively junior in right of payment to all existing and
    future indebtedness, claims of holders of Preferred Stock and
    other liabilities (including trade payables) of Subsidiaries of
    the Company that are not guarantors, including all Regulated
    Subsidiaries and Unrestricted Subsidiaries. 40




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##### Table of Contents



Subsidiary
    Guarantees
  Subsidiary
    Guarantee
         41




---



##### Table of Contents



Security
                        Excluded Real
    Property
  Collateral
  Excluded
    Property
    Sections 9-406,
  Sections 9-406,
   42




---



##### Table of Contents



Rule 3-16 Regulation S-X;
  Rule 3-16 Regulation S-X;
    PTO
                     43




---



##### Table of Contents



Rule 3-16 Regulation S-X Rule 3-16 Regulation S-X
  Rule 3-16 Regulation S-X
  Subsidiary-by-Restricted
    Security Agreement
 44




---



##### Table of Contents



Intercreditor
    Agreement
  Pari Passu
    Debt Collateral Agent Intercreditor Agreement
  Collateral
    Agent
     45




---



##### Table of Contents



Enforcement
    of Security Interests
  Controlling Authorized
    Representative Major Non-Controlling
    Authorized Representative
  90-day provided
  Restrictions
    on Enforcement of Priority Liens
     46




---



##### Table of Contents



provided
  Intervening Creditor
  Amendment
    of Security Documents
  provided
 47




---



##### Table of Contents



Use and
    Release of Collateral
  TIA and/or
  Release of Collateral.
              Certain Limitations on the Collateral. provided
 48




---



##### Table of Contents



and/or
  Sinking
    Fund
    Governing
    Law
    Registration
    Rights; Additional Interest
        Covenants
  Overview
    
    incur additional debt and issue Preferred Stock;
    pay dividends, acquire shares of capital stock, make payments on
    subordinated debt or make investments;
    place limitations on distributions from Regulated Subsidiaries
    or Restricted Subsidiaries;
    issue guarantees;
    sell or exchange assets;
    enter into transactions with shareholders and affiliates; 49




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##### Table of Contents




    create liens; and
    effect mergers.      Limitation
    on Indebtedness and Issuances of Preferred Stock
  provided
          provided
  provided
  provided
 50




---



##### Table of Contents



provided however
      provided
           51




---



##### Table of Contents



provided
  Limitation
    on Restricted Payments
            Restricted
    Payments
     52




---



##### Table of Contents



plus
  plus
  Investments
        provided provided
 53




---



##### Table of Contents



provided provided
        provided however provided further however
  plus
  less
    provided
  provided
 54




---



##### Table of Contents



provided
        provided however
      Limitation
    on Dividend and Other Payment Restrictions Affecting Restricted
    Subsidiaries or Regulated Subsidiaries
     55




---



##### Table of Contents



provided
    provided
             56




---



##### Table of Contents



Future
    Subsidiary Guarantees
  Guaranteed Indebtedness
       57




---



##### Table of Contents



Limitation
    on Transactions with Shareholders and Affiliates
                           58




---



##### Table of Contents



Limitation
    on Liens
      Limitation
    on Asset Sales
  provided
          provided
   59




---



##### Table of Contents



provided
  12-month
  12-month Excess Proceeds
     60




---



##### Table of Contents



Limitation
    on Lines of Business
    Repurchase
    of the Notes upon a Change of Control
            SEC
    Reports and Reports to Holders
   61




---



##### Table of Contents



provided Rule 12h-5
      Effectiveness
    of Covenants
  Suspended Covenants
  Reinstatement Date provided however Suspension Period
  provided
 62




---



##### Table of Contents



Events of
    Default
                     63




---



##### Table of Contents



Rule 15c3-1)
  Rule 15c3-1
         64




---



##### Table of Contents



60-day
        Consolidation,
    Merger and Sale of Assets
    Surviving Person provided
   65




---



##### Table of Contents



pro forma
      provided however
  Defeasance
  Legal
    Defeasance and Covenant Defeasance
  (Legal
    Defeasance)
          (Covenant
    Defeasance)
     66




---



##### Table of Contents



Satisfaction
    and Discharge
       67




---



##### Table of Contents



Modification
    and Waiver
                           68




---



##### Table of Contents



provided however
                          No
    Personal Liability of Incorporators, Stockholders, Officers,
    Directors, or Employees
    The
    Trustee
     69




---



##### Table of Contents



provided however
  Definitions
    Accreted Value
  Acquired Indebtedness provided
  Additional Interest and/or
  Adjusted Consolidated Net Income provided
             70




---



##### Table of Contents



Affiliate
  Applicable Authorized Representative
  Applicable Premium
          Asset Acquisition provided
  Asset Sale
      provided
   71




---



##### Table of Contents



Authorized Representative
  Average Life
  Board of Directors
 72




---



##### Table of Contents



Business Day
  Capital Stock
  Capitalized Lease
  Capitalized Lease Obligations
  Cash
  Change of Control Rule 13d-5(b)(1) Rule 13d-3 Voting Stock
  Closing Date
  Collateral Agent
  Common Stock
  Consolidated EBITDA
           73




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##### Table of Contents



provided
  Consolidated Fixed Charge Coverage Ratio Four Quarter Period Transaction Date pro forma
             74




---



##### Table of Contents



pro forma pro forma pro
    forma pro forma Regulation S-X
  Consolidated Fixed Charges plus times
  Consolidated Interest Expense
  Consolidated Net Worth
  Controlling Authorized Representative
  Controlling Secured Parties
  Credit Facility
  Default
  Designated Non-cash Consideration
  Disqualified Stock
 75




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##### Table of Contents



provided
  Domestic Subsidiary
  Equity Interests
  Fair Market Value
  Foreign Subsidiary
  GAAP
  Government Securities
      provided
  Guarantee take-or-pay, provided
 76




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##### Table of Contents



Hedging Obligations
  Incur provided
  Indebtedness
            provided
          provided
 77




---



##### Table of Contents



provided
    Intercreditor Agreement
  Interest Swap Obligations
  Investment
 78




---



##### Table of Contents



provided
  Investment Grade Status
  Investment Securities
  Joinder Agreement
  Lien
  Moodys
  Net Cash Proceeds
             79




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##### Table of Contents



Non-Controlling Authorized Representative Enforcement
    Date
  Non-Controlling Secured Parties
  Note Obligations
  Obligations
  Officer
  Officers Certificate
  Offer to Purchase
    Payment Date
          provided
 80




---



##### Table of Contents



pro rata provided Rule 14e-1 Rule 14e-1
  Opinion of Counsel
  Outstanding Amount
  Pari Passu Agreement
  Pari Passu Debt Collateral Agent
  Pari Passu Lien Indebtedness provided
  Pari Passu Lien Priority
  Pari Passu Obligations
  Pari Passu Secured Parties
  Pari Passu Security Documents
 81




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##### Table of Contents



Permitted Holder
  Permitted Investment
  provided provided further
                         82




---



##### Table of Contents



provided
  Permitted Liens
        return-of-money
  rights-of-way,
          provided
   83




---



##### Table of Contents



provided
    provided
     84




---



##### Table of Contents



provided pro forma
  provided however
      Permitted Pari Passu Obligations provided
  Person
  PIK Preferred Stock
  Preferred Stock
  pro forma pro forma Regulation S-X
  Rating Agency
  Registration Rights Agreement
  Regulated Sale
      provided
 85




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##### Table of Contents



Regulated Significant Subsidiary
  Regulated Subsidiary
  Related Business
  Replacement Assets
  Restricted Subsidiary
  Sale-Leaseback Transaction provided
  S&P
  Secured Leverage Ratio provided
  Secured Party
  Securities Facilities
  Security Documents
 86




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##### Table of Contents



Senior Management
  Series Notes
    Secured Parties
  Significant Subsidiary
  Standard Securitization Undertakings
  Stated Maturity
  Subsidiary
  Subsidiary Guarantee
  Subsidiary Guarantor
  Temporary Cash Investment
        P-1 A-1
 87




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##### Table of Contents



A-2
      Total Assets
  Trade Payables
  Transaction Date
  Treasury Rate provided however
  Uniform Commercial Code UCC provided Uniform Commercial
    Code UCC
  Unrestricted Subsidiary provided
 88




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##### Table of Contents



provided
  Voting Stock
  Wholly Owned
 89




---



##### Table of Contents



BOOK-ENTRY
    DELIVERY AND FORM  General
    Depository
    Procedures
               90




---



##### Table of Contents



same-day
  same-day
     91




---



##### Table of Contents



Exchange
    of Global Notes for Certificated Notes
    
    DTC (a) notifies the Company that it is unwilling or unable
    to continue as depositary for the applicable Global Notes or
    (b) has ceased to be a clearing agency registered under the
    Exchange Act and, in each case, a successor depositary is not
    appointed within 90 days of such notice or
    cessation; or
    the Company, at its option, notifies the Trustee in writing that
    it elects to cause the issuance of Certificated Notes; or
    there has occurred and is continuing an Event of Default with
    respect to the notes.    Same Day
    Settlement and Payment
  Same-Day
   92




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##### Table of Contents



CERTAIN
    U.S. FEDERAL INCOME TAX CONSIDERATIONS  mark-to-market
    Exchange
    Offer
   93




---



##### Table of Contents



CERTAIN
    ERISA CONSIDERATIONS  non-U.S. or
  General
    Fiduciary Matters
      Prohibited
    Transaction Issues
  non-U.S. plans
  and/or and/or and/or PTCE 84-14 PTCE 90-1 PTCE 91-38 PTCE 95-60 PTCE 96-23
 94




---



##### Table of Contents



Representation
     95




---



##### Table of Contents



PLAN OF
    DISTRIBUTION      over-the-counter
    
    may not rely on the applicable interpretation of the staff of
    the SECs position contained in Exxon Capital Holdings
    Corp., SEC no-action letter (April 13, 1988), Morgan,
    Stanley & Co. Inc., SEC no-action letter (June 5,
    1991) and Shearman & Sterling, SEC no-action
    letter (July 2, 1993); and
    must also be named as a selling noteholder in connection with
    the registration and prospectus delivery requirements of the
    Securities Act relating to any resale transaction. 96




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##### Table of Contents



LEGAL
    MATTERS   EXPERTS  Form 8-K
 WHERE YOU
    CAN FIND MORE INFORMATION  1-800-SEC-0330 http://www.sec.gov.
    Oppenheimer
    Holdings Inc.
    125 Broad Street,
    New York, New York 10004(212) 668-8000
   97




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##### Table of Contents



INCORPORATION
    OF CERTAIN DOCUMENTS BY REFERENCE  Form 8-K):
  
    Annual Report on
    Form 10-K
    for the year ended December 31, 2010 (filed with the SEC on
    March 2, 2011), including portions of our definitive proxy
    statement (filed with the SEC on March 28,
    2011) incorporated by reference therein (except for the
    financial statements contained in Item 8 which have been
    updated in the Current Report on
    Form 8-K
    dated June 16, 2011);
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2011 (filed with the SEC on
    May 5, 2011) (except for the financial statements contained
    in Part 1, Item 1 which have been updated in the
    Current Report on
    Form 8-K
    dated June 16, 2011); and
    Current Reports on
    Form 8-K
    filed with the SEC on March 30, 2011, April 6, 2011,
    April 12, 2011, May 11, 2011 and June 16, 2011. 
   
  Oppenheimer
    Holdings Inc.
    125 Broad Street
    New York, New York 10004(212) 668-8000
    Attention: Investor Relations
 98




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##### Table of Contents








---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 20.
    Indemnification
    of Directors and Officers             II-1




---



##### Table of Contents



Item 21.
    Exhibits    
 ExhibitNumber

Description of Exhibits3
.1

Certificate of Incorporation of Oppenheimer Holdings Inc., a
    Delaware corporation (previously filed as an exhibit to Form
    10-Q for the quarterly period ended June 30, 2009).3
.2

Certificate of Corporate Domestication of Oppenheimer Holdings
    Inc., a Canadian corporation, as filed with the Secretary of
    State of the State of Delaware on May 11, 2009 (previously filed
    as an exhibit to Form 10-Q for the quarterly period ended June
    30, 2009).3
.3

Certificate of Discontinuance of Oppenheimer Holdings Inc., a
    Canadian corporation, as filed with Corporations Canada on May
    11, 2009 (previously filed as an exhibit to Form 10-Q for the
    quarterly period ended June 30, 2009).3
.4

Certificate of Continuance of Oppenheimer Holdings Inc. dated
    May 11, 2005 (previously filed as an exhibit to Form 10-Q for
    the quarterly period ended June 30, 2005).3
.5

By-Laws of Oppenheimer Holdings Inc., a Delaware corporation
    (previously filed as an exhibit to Form 10-Q for the quarterly
    period ended June 30, 2009).3
.6*

Certificate of Incorporation of E.A. Viner International Co.3
.7*

Bylaws of E.A. Viner International Co.3
.8*

Certificate of Incorporation of Viner Finance Inc.3
.9*

Bylaws of Viner Finance Inc.4
.1

Amended and Restated Promissory Note dated January 15, 2003,
    made by Viner Finance Inc. for the benefit of CIBC World Markets
    Corp. (previously filed as an exhibit to Form 8-K dated January
    17, 2003).4
.2

Warrant dated January 14, 2008 No. W-A1 (previously filed as an
    exhibit to Form 10-K for the year ended December 31, 2007).4
.3

Registration Rights Agreement dated as of January 14, 2008,
    between Oppenheimer Holdings Inc. and Canadian Imperial Bank of
    Commerce (previously filed as an exhibit to Form 10-K for the
    year ended December 31, 2007).4
.4

Indenture dated as of April 12, 2011 among Oppenheimer Holdings
    Inc., the subsidiary guarantors, The Bank of New York Mellon
    Trust Company, N.A., as Trustee and The Bank of New York Mellon
    Trust Company, as Collateral Agent (including the Form of
    8.75% Senior Secured Note due 2018 as Exhibit A)
    (previously filed as an exhibit to Form 10-Q for the quarter
    ended March 31, 2011).4
.5

Registration Rights Agreement dated April 12, 2011 by and among
    Oppenheimer Holdings Inc., a Delaware corporation, E.A. Viner
    International Co., a Delaware corporation, Viner Finance Inc., a
    Delaware corporation and Morgan Stanley & Co. Incorporated,
    as representative of the several Initial Purchasers (previously
    filed as an exhibit to Form 10-Q for the quarter ended March 31,
    2011).5
.1**

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.10
.1

Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan,
    Amended and Restated as at May 17, 1999 (previously filed as an
    exhibit to Form S-8 dated May 15, 2000).10
.2

Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan
    Amendment No. 1 dated February 29, 2000 (previously filed as an
    exhibit to Form 10-K for the year ended December 31, 1999).10
.3

Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan
    Amendment No. 2 dated May 19, 2001 (previously filed as an
    exhibit to Form 10-K for the year ended December 31, 2001).10
.4

Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan
    Amendment No. 3 dated February 28, 2002 (previously filed as an
    exhibit to Form S-8 dated December 17, 2002).10
.5

Oppenheimer Holdings Inc. 1996 Equity Incentive Plan Amendment
    No. 4 dated February 26, 2004 (previously filed as an exhibit to
    Form S-8 dated July 28, 2004).10
.6

Oppenheimer Holdings Inc. 1996 Equity Incentive Plan Amendment
    No. 5 dated March 10, 2005 (previously filed as an exhibit to
    Form 10-Q for the quarterly period ended June 30, 2005).10
.7

Employee Share Plan dated January 1, 2005 (previously filed as
    an exhibit filed to Form 10-Q for the quarterly period ended
    June 30, 2005).10
.8

Performance-Based Compensation Agreement between Oppenheimer
    Holdings Inc. and Albert G. Lowenthal dated March 15,
    2005 (previously filed as an exhibit filed to Form 10-Q for the
    quarterly period ended June 30,
    2005). II-2




---



##### Table of Contents



ExhibitNumber

Description of Exhibits10
.9

Oppenheimer Holdings Inc. 2006 Equity Incentive Plan effective
    December 11, 2006 (previously filed as an exhibit to Form S-8
    dated October 29, 2007).10
.10

Clearing Agreement dated January 14, 2008 between CIBC World
    Markets Corp. and Oppenheimer & Co. Inc. (previously filed
    as an exhibit to Form 10-K for the year ended December 31, 2007).10
.11

Secured Credit Arrangement (Loan Trading Platform) dated as of
    January 14, 2008 by and among OPY Credit Corp., CIBC Inc., and
    Canadian Imperial Bank of Commerce  (previously filed as an
    exhibit to Form 10-K for the year ended December 31, 2007).10
.12

Warehouse Facility Agreement dated as of January 14, 2008 by and
    among OPY Credit Corp. and Canadian Imperial Bank of Commerce
    (previously filed as an exhibit to Form 10-K for the year ended
    December 31, 2007).10
.13

Service Agreement dated as of January 14, 2008, by and between
    CIBC Delaware Holdings Inc. and Oppenheimer & Co. Inc.
    together with Relocation from 300 Madison Avenue letter dated
    January 14, 2008 (previously filed as an exhibit to Form 10-K
    for the year ended December 31, 2007).10
.14

Securities Purchase Agreement, dated as of July 31, 2006, by and
    among Oppenheimer Holdings Inc., E. A. Viner International Co.
    and Canadian Imperial Bank of Commerce.  (previously filed as an
    Exhibit to Form 8-K dated August 3, 2006).10
.15

Agreement on Certain Outstanding Items, dated November 21, 2008,
    by and among Canadian Imperial Bank of Commerce, Oppenheimer
    Holdings Inc., Oppenheimer & Co. Inc. and E.A. Viner
    International Co. (previously filed as an Exhibit to Form 10-K
    for the year ended December 31, 2008).10
.16

Assurance of Discontinuance, dated February 23, 2010, between
    the Attorney General of the State of New York and Oppenheimer
    & Co. Inc.(previously filed as an Exhibit to Form 8-K filed
    February 26, 2010).10
.17

Offer of Settlement, dated February 22, 2010, between the
    Commonwealth of Massachusetts Division of Securities and
    Oppenheimer & Co. Inc., Albert Lowenthal, Robert Lowenthal
    and Greg White (previously filed as an Exhibit to Form 8-K filed
    February 26, 2010).10
.18

Consent Order from the Commonwealth of Massachusetts Division of
    Securities dated February 26, 2010 (previously filed as an
    exhibit to Form 10-K for the year ended December 31, 2009).10
.19

Amended and Restated Performance-Based Compensation Agreement
    between Oppenheimer Holdings Inc. and Albert G. Lowenthal
    effective as of January 1, 2010 (previously filed as an exhibit
    to Form 10-K for the year ended December 31, 2010).10
.20

Security Agreement by and among Oppenheimer Holdings Inc., as
    grantor, and each other grantor from time to time party thereto
    and the Bank of New York Mellon Trust Company, N.A., as
    Collateral Agent dated as of April 12, 2011 (previously filed as
    an exhibit to Form 10-Q for the quarter ended March 31, 2011).12
.1*

Computation of Ratio of Earnings to Fixed Charges.21
.1*

Subsidiaries of the Registrant.23
.1**

Consent of PricewaterhouseCoopers LLP.23
.2**

Consent of Skadden, Arps, Slate, Meagher & Flom LLP
    (contained in opinion filed as Exhibit 5.1).24
.1*

Power of Attorney (included on the signature pages).25
.1*

Form T-1 Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939, as amended, with respect to the
    Trustee (relating to trustee under indenture governing the
    8.75% Senior Secured Notes due 2018).99
.1*

Form of Letter of Transmittal.99
.2*

Form of Letter to Clients.99
.3*

Form of Letter to Brokers, Dealers.  
   
  *
    
    Previously filed. 
 
  **
    
    Filed herewith. 
 II-3




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##### Table of Contents



Item 22.
    Undertakings                           II-4




---



##### Table of Contents



II-5




---



##### Table of Contents



SIGNATURES
 
  Form S-4
 
  OPPENHEIMER HOLDINGS INC.
  By:
    /s/  Albert
    G. Lowenthal   Title:
    Chairman, Chief Executive Officer  
   
  
 Signatures

Title

Date/s/  Albert
    G. LowenthalAlbert
    G. Lowenthal

Chairman, Chief Executive Officer and Director (Principal
    Executive Officer)

July 8, 2011*Elaine
    K. Roberts

President, Treasurer, Chief Financial Officer and Director
    (Principal Financial Officer and Principal Accounting Officer)

July 8, 2011*R.
    Crystal

Director

July 8, 2011*W.
    Ehrhardt

Director

July 8, 2011*M.A.M.
    Keehner

Director

July 8, 2011*K.W.
    McArthur

Director

July 8, 2011*A.W.
    Oughtred

Director

July 8, 2011*B.
    Winberg

Director

July 8, 2011* By:

/s/Albert
    G. LowenthalAlbert
    G. Lowenthal
    Attorney-in-fact  
 II-6




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##### Table of Contents



SIGNATURES
 
  Form S-4
 
  E.A. VINER INTERNATIONAL CO.
  By:
    /s/  Albert
    G. Lowenthal   Title:
    Chairman, Chief Executive Officer  
   
  
 Signatures

Title

Date/s/  Albert
    G. LowenthalAlbert
    G. Lowenthal

Chairman, Chief Executive Officer and Director (Principal
    Executive Officer)

July 8, 2011*Jeffrey
    J. Alfano

Senior Vice President and Chief Financial Officer (Principal
    Financial Officer and Principal Accounting Officer)

July 8, 2011*Elaine
    K. Roberts

Director

July 8, 2011*Dennis
    P. McNamara

Director

July 8, 2011*By:

/s/  Albert
    G. LowenthalAlbert
    G. Lowenthal
    Attorney-in-fact  
 II-7




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##### Table of Contents



SIGNATURES
 
  Form S-4
 
  VINER FINANCE INC.
  By:
    /s/  Albert
    G. Lowenthal   Title:
    Chairman, Chief Executive Officer  
   
  
 Signatures

Title

Date/s/  Albert
    G. LowenthalAlbert
    G. Lowenthal

Chairman, Chief Executive Officer and Director (Principal
    Executive Officer)

July 8, 2011*Jeffrey
    J. Alfano

Senior Vice President and Chief Financial Officer (Principal
    Financial Officer and Principal Accounting Officer)

July 8, 2011*Elaine
    K. Roberts

Director

July 8, 2011*Dennis
    P. McNamara

Director

July 8, 2011*By:

/s/  Albert
    G. LowenthalAlbert
    G. Lowenthal
    Attorney-in-fact  
 II-8




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##### Table of Contents



EXHIBIT INDEX
  
 ExhibitNumber

Description of Exhibits3
.1

Certificate of Incorporation of Oppenheimer Holdings Inc., a
    Delaware corporation (previously filed as an exhibit to Form
    10-Q for the quarterly period ended June 30, 2009).3
.2

Certificate of Corporate Domestication of Oppenheimer Holdings
    Inc., a Canadian corporation, as filed with the Secretary of
    State of the State of Delaware on May 11, 2009 (previously filed
    as an exhibit to Form 10-Q for the quarterly period ended June
    30, 2009).3
.3

Certificate of Discontinuance of Oppenheimer Holdings Inc., a
    Canadian corporation, as filed with Corporations Canada on May
    11, 2009 (previously filed as an exhibit to Form 10-Q for the
    quarterly period ended June 30, 2009).3
.4

Certificate of Continuance of Oppenheimer Holdings Inc. dated
    May 11, 2005 (previously filed as an exhibit to Form 10-Q for
    the quarterly period ended June 30, 2005).3
.5

By-Laws of Oppenheimer Holdings Inc., a Delaware corporation
    (previously filed as an exhibit to Form 10-Q for the quarterly
    period ended June 30, 2009).3
.6*

Certificate of Incorporation of E.A. Viner International Co.3
.7*

Bylaws of E.A. Viner International Co.3
.8*

Certificate of Incorporation of Viner Finance Inc.3
.9*

Bylaws of Viner Finance Inc.4
.1

Amended and Restated Promissory Note dated January 15, 2003,
    made by Viner Finance Inc. for the benefit of CIBC World Markets
    Corp. (previously filed as an exhibit to Form 8-K dated January
    17, 2003).4
.2

Warrant dated January 14, 2008 No. W-A1 (previously filed as an
    exhibit to Form 10-K for the year ended December 31, 2007).4
.3

Registration Rights Agreement dated as of January 14, 2008,
    between Oppenheimer Holdings Inc. and Canadian Imperial Bank of
    Commerce (previously filed as an exhibit to Form 10-K for the
    year ended December 31, 2007).4
.4

Indenture dated as of April 12, 2011 among Oppenheimer Holdings
    Inc., the subsidiary guarantors, The Bank of New York Mellon
    Trust Company, N.A., as Trustee and The Bank of New York Mellon
    Trust Company, as Collateral Agent (including the Form of
    8.75% Senior Secured Note due 2018 as Exhibit A)
    (previously filed as an exhibit to Form 10-Q for the quarter
    ended March 31, 2011).4
.5

Registration Rights Agreement dated April 12, 2011 by and among
    Oppenheimer Holdings Inc., a Delaware corporation, E.A. Viner
    International Co., a Delaware corporation, Viner Finance Inc., a
    Delaware corporation and Morgan Stanley & Co. Incorporated,
    as representative of the several Initial Purchasers (previously
    filed as an exhibit to Form 10-Q for the quarter ended March 31,
    2011).5
.1**

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.10
.1

Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan,
    Amended and Restated as at May 17, 1999 (previously filed as an
    exhibit to Form S-8 dated May 15, 2000).10
.2

Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan
    Amendment No. 1 dated February 29, 2000 (previously filed as an
    exhibit to Form 10-K for the year ended December 31, 1999).10
.3

Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan
    Amendment No. 2 dated May 19, 2001 (previously filed as an
    exhibit to Form 10-K for the year ended December 31, 2001).10
.4

Fahnestock Viner Holdings Inc. 1996 Equity Incentive Plan
    Amendment No. 3 dated February 28, 2002 (previously filed as an
    exhibit to Form S-8 dated December 17, 2002).10
.5

Oppenheimer Holdings Inc. 1996 Equity Incentive Plan Amendment
    No. 4 dated February 26, 2004 (previously filed as an exhibit to
    Form S-8 dated July 28, 2004).10
.6

Oppenheimer Holdings Inc. 1996 Equity Incentive Plan Amendment
    No. 5 dated March 10, 2005 (previously filed as an exhibit to
    Form 10-Q for the quarterly period ended June 30, 2005).10
.7

Employee Share Plan dated January 1, 2005 (previously filed as
    an exhibit filed to Form 10-Q for the quarterly period ended
    June 30, 2005).10
.8

Performance-Based Compensation Agreement between Oppenheimer
    Holdings Inc. and Albert G. Lowenthal dated March 15,
    2005 (previously filed as an exhibit filed to Form 10-Q for the
    quarterly period ended June 30, 2005).




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##### Table of Contents



ExhibitNumber

Description of Exhibits10
.9

Oppenheimer Holdings Inc. 2006 Equity Incentive Plan effective
    December 11, 2006 (previously filed as an exhibit to Form S-8
    dated October 29, 2007).10
.10

Clearing Agreement dated January 14, 2008 between CIBC World
    Markets Corp. and Oppenheimer & Co. Inc. (previously filed
    as an exhibit to Form 10-K for the year ended December 31, 2007).10
.11

Secured Credit Arrangement (Loan Trading Platform) dated as of
    January 14, 2008 by and among OPY Credit Corp., CIBC Inc., and
    Canadian Imperial Bank of Commerce  (previously filed as an
    exhibit to Form 10-K for the year ended December 31, 2007).10
.12

Warehouse Facility Agreement dated as of January 14, 2008 by and
    among OPY Credit Corp. and Canadian Imperial Bank of Commerce
    (previously filed as an exhibit to Form 10-K for the year ended
    December 31, 2007).10
.13

Service Agreement dated as of January 14, 2008, by and between
    CIBC Delaware Holdings Inc. and Oppenheimer & Co. Inc.
    together with Relocation from 300 Madison Avenue letter dated
    January 14, 2008 (previously filed as an exhibit to Form 10-K
    for the year ended December 31, 2007).10
.14

Securities Purchase Agreement, dated as of July 31, 2006, by and
    among Oppenheimer Holdings Inc., E. A. Viner International Co.
    and Canadian Imperial Bank of Commerce.  (previously filed as an
    Exhibit to Form 8-K dated August 3, 2006).10
.15

Agreement on Certain Outstanding Items, dated November 21, 2008,
    by and among Canadian Imperial Bank of Commerce, Oppenheimer
    Holdings Inc., Oppenheimer & Co. Inc. and E.A. Viner
    International Co. (previously filed as an Exhibit to Form 10-K
    for the year ended December 31, 2008).10
.16

Assurance of Discontinuance, dated February 23, 2010, between
    the Attorney General of the State of New York and Oppenheimer
    & Co. Inc.(previously filed as an Exhibit to Form 8-K filed
    February 26, 2010).10
.17

Offer of Settlement, dated February 22, 2010, between the
    Commonwealth of Massachusetts Division of Securities and
    Oppenheimer & Co. Inc., Albert Lowenthal, Robert Lowenthal
    and Greg White (previously filed as an Exhibit to Form 8-K filed
    February 26, 2010).10
.18

Consent Order from the Commonwealth of Massachusetts Division of
    Securities dated February 26, 2010 (previously filed as an
    exhibit to Form 10-K for the year ended December 31, 2009).10
.19

Amended and Restated Performance-Based Compensation Agreement
    between Oppenheimer Holdings Inc. and Albert G. Lowenthal
    effective as of January 1, 2010 (previously filed as an exhibit
    to Form 10-K for the year ended December 31, 2010).10
.20

Security Agreement by and among Oppenheimer Holdings Inc., as
    grantor, and each other grantor from time to time party thereto
    and the Bank of New York Mellon Trust Company, N.A., as
    Collateral Agent dated as of April 12, 2011 (previously filed as
    an exhibit to Form 10-Q for the quarter ended March 31, 2011).12
.1*

Computation of Ratio of Earnings to Fixed Charges.21
.1*

Subsidiaries of the Registrant.23
.1**

Consent of PricewaterhouseCoopers LLP.23
.2**

Consent of Skadden, Arps, Slate, Meagher & Flom LLP
    (contained in opinion filed as Exhibit 5.1).24
.1*

Power of Attorney (included on the signature pages).25
.1*

Form T-1 Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939, as amended, with respect to the
    Trustee (relating to trustee under indenture governing the
    8.75% Senior Secured Notes due 2018).99
.1*

Form of Letter of Transmittal.99
.2*

Form of Letter to Clients.99
.3*

Form of Letter to Brokers, Dealers.  
   
  *
    
    Previously filed. 
 
  **
    
    Filed herewith.