Securities Act of 1933
Section 18

February 1, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance

You have requested that we provide interpretive guidance regarding Section 18(b)(1)(C) of the Securities Act of 1933. Specifically, you have asked for confirmation that we concur in your view that Options Clearing Corporation-issued standardized options (“OCC standardized options”) that are listed on a national securities exchange that is not named in Section 18(b)(1)(A) of the Securities Act or in Rule 146(b) under the Securities Act (“Other Options”) are equal in seniority to OCC standardized options that are listed on a national securities exchange that is named in Section 18(b)(1)(A) or in Rule 146(b) (“Listed Options”), and would therefore be “covered securities” under the “equal in seniority” language of Section 18(b)(1)(C) of the Securities Act.

Based on the facts presented and in reliance on the supporting opinion of counsel that the Other Options would have equal priority with Listed Options with respect to the distribution of assets and payment of amounts due to option holders, the Division is of the view that Other Options are equal in seniority to Listed Options, and therefore are “covered securities” under Section 18(b)(1)(C) of the Securities Act.

This interpretive response is limited to OCC standardized options that are listed on a national securities exchange. In addition, this position is based on the representations made to the Division in your letter and on the supporting opinion of counsel. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2012/optionsclearingcorp020112-18.htm