Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

May 22, 2019

Via Email

W. John McGuire, Esq.
Morgan, Lewis & Bockius LLP
john.mcguire@morganlewis.com

Dear Mr. McGuire:

We are responding to your letter dated May 22, 2019, addressed to Ted Yu and Perry Hindin, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter dated May 22, 2019.

On the basis of the representations made and the facts presented in your May 22, 2019 letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5. In granting this exemptive relief, we note in particular that our grant of relief is conditioned upon the following:

• no purchases of subject securities or related securities made by broker-dealers acting as dealer-managers of a tender offer would be effected for the purpose of facilitating a tender offer;

• any purchases of a portfolio security by a dealer-manager during a tender offer will be effected as adjustments to a basket of securities in the ordinary course of business as a result of a change in the composition of the Funds’ portfolio; and

• except for the relief specifically granted herein, any broker-dealer acting as a dealer-manager of a tender offer will comply with Exchange Act Rule 14e-5.

The foregoing exemptive relief is based solely on the representations and the facts presented in your letter. The exemptive relief granted is strictly limited to the application of Exchange Act Rule 14e-5 to the transactions described in your letter. These transactions should be discontinued pending further consultations with the Commission staff if any of the facts or representations set forth in your letter change. In addition, this exemptive relief is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws. The transactions and covered persons within the scope of this exemptive relief must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view with respect to any other questions that these transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, these transactions.

Related Materials:

• Exemptive Order
• Incoming Letter

http://www.sec.gov/divisions/corpfin/cf-noaction/2019/precidian-etf-trust-ii-052219-14e5.htm