Securities Act of 1933
Section 18

February 19, 2013

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. Specifically, you have asked for confirmation that we concur in your view that over-the-counter options cleared by The Options Clearing Corporation ("OCC") pursuant to its By-Laws and Rules ("Cleared OTC Options") are equal in seniority to OCC-issued standardized options that are listed on a national securities exchange that is named in Section 18(b)(1)(A) of the Securities Act or in Rule 146(b) under the Securities Act ("Listed Options"), and would therefore be "covered securities" under the "equal in seniority" language of Section 18(b)(1)(C).

Based on the facts presented and in reliance on the supporting opinion of counsel that the Cleared OTC 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 Cleared OTC 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 Cleared OTC Options. 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/2013/optionsclearing021513-8.htm