Response of the Office of Chief Counsel
Division of Corporation Finance

PG&E Fire Victim Trust (“Trust”)
Incoming letter dated May 28, 2021

You have asked the Division’s views regarding the application of Exchange Act

Rule 16a-2(d)(1) to the Trust. Capitalized terms have the same meaning as defined in your letter.

You represent that:

• The Trust’s sole reason for being is the satisfaction (to the extent of funds available) of all Approved Claims;
• The Trustee is a fiduciary to the Trust and the Trust Oversight Committee is charged with fiduciary responsibilities exclusively to the fire victims;
• The Trust is directed to sell its holdings of Common Stock only upon a determination that such a sale is in the best interest of the beneficiaries of the Trust;
• No party other than holders of Fire Victim Claims have any rights to any of the proceeds in the Trust;
• No property of the Trust, including the Portfolio, shall be used for any purpose other than for the payment, defense, or administration of the Fire Victim Claims and the payment of Trust Expenses;
• Neither the Trust nor the Trustee derive any proprietary benefit from an increase, or incur any loss as a result of a decrease, in the value of the Portfolio;
• The Trustee is compensated by a flat monthly fee that has no relation to the performance of, or returns on, the Trust’s holdings of Common Stock, and Trust Oversight Committee members receive no compensation (other than reimbursement of expenses);
• The Trust was created under the authority of, and is supervised by, a U.S. bankruptcy court;
• The duration of the Trust is determined by the time it will take to adjudicate all Fire Victim Claims and to pay, to the extent of the Trust assets, all such Approved Claims; and
• The Trust will dissolve automatically 90 days after the Bankruptcy Court approves the Trustee’s final accounting following exhaustion of the Trust’s assets.

Based on your opinion and the representations provided in your letter, the Division is of the view that the Trust may be considered a “fiduciary in a similar capacity” for purposes of Exchange Act Rule 16a-2(d)(1)(iv). This position is based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Sincerely,

Anne M. Krauskopf
Senior Special Counsel