Investment Company Act of 1940 - Section 7 and 3(a)(1)
Royal Dutch Shell PLC

May 17, 2005

Response of the Office of International Corporate Finance
Division of Corporation Finance

Response of the Office of Chief Counsel
Division of Investment Management

The views of the Division of Corporation Finance and the Division of Investment Management are set forth below. Capitalized terms have the same meanings defined in your letter.

Based on the facts and representations contained in your letter and without necessarily agreeing with your analysis, the Division of Corporation Finance will not recommend enforcement action to the Commission if the interests of Class B Shareholders in the Trust and Dividend Access Share are not separately registered under Section 12(b) or Section 12(g) of the Exchange Act, provided that Newco discloses in its annual report on Form 20-F the information regarding the Trust and Dividend Access Share as outlined in your letter.

After consummation of the Transaction, the Newco Shares will be deemed registered under the Exchange Act by operation of Rule 12g-3. We understand Newco will indicate that the Newco Shares are registered under Section 12(b) of the Exchange Act by a Report of Foreign Issuer on Form 6-K furnished to the Commission in connection with the Transaction.

After consummation of the Transaction, holders of Newco securities may take into account the prior reporting history of Royal Dutch and Shell Transport in determining whether Newco has complied with the public information requirements of Rule 144(c)(1), including for purposes of its satisfaction of Rule 145(d)(1).

Before Newco files its initial annual report on Form 20-F after the Transaction, it may use Form S-8 or post-effective amendments to the Form F-4 to register the offer and sale of shares covered by the Newco Plans.

After consummation of the Transaction, Newco may take into account the reporting histories of Royal Dutch and Shell Transport under the Exchange Act in determining its eligibility to use Forms F-3, F-4 and S-8.

Newco may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Rule 174(b) exemption from the prospectus delivery requirements of Section 4(3) under the Securities Act.

The Division of Investment Management will not recommend enforcement action to the Commission under Section 7 of the Investment Company Act against the Trust if the Trust operates in the manner described in your letter without registration as an investment company under the Investment Company Act.

These positions are based upon all of the facts and representations made in your letter. You should note that any different facts or representations may require the Divisions to reach a different conclusion. Further, with regard to the responses on registration under the Exchange Act and the Investment Company Act, these responses reflect the Divisions' positions on enforcement action only and do not express any legal conclusions on the questions presented.

For the Division of Corporation Finance,

Mary A. Cascio
Special Counsel
Division of Corporation Finance

For the Division of Investment Management,

Susan I. Brown
Staff Attorney
Division of Investment Management

Endnotes

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¹ We note that you separately requested relief under Rule 14e-5 of the Exchange Act from the Division of Market Regulation and, in response to that request, received a separate no-action letter dated November 19, 2004 and publicly available on March 19, 2005.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/royal051705.htm