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.¹

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.

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

May 17, 2005

William P. Rogers, Jr.
Cravath, Swaine & Moore LLP
CityPoint
One Ropemaker Street
London, EC2Y 9HR
United Kingdom

Dear Mr. Rogers:

We are responding to your letter dated May 17, 2005, as supplemented by telephone conversations with the staff of the Office of Mergers and Acquisitions in the Division of Corporation Finance, with regard to your request for exemptive relief from Rules 14d-7 and 14d-11 under the Securities Exchange Act of 1934 (the "Exchange Act").¹ Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as defined in your letter.

Based on the representations in your letter but without necessarily concurring in your analysis, the U.S. Securities and Exchange Commission hereby grants exemptions from:

• Rule 14d-7(a)(1) under the Exchange Act. The exemption from Rule 14d-7(a)(1) is granted to permit the Scheme Condition to survive the expiration of the Initial Offer Period. In granting this exemption, we note that the Offer and the Scheme are cross-conditional and that the court will likely only approve the Scheme if all conditions thereto, including all conditions to the Offer, have been satisfied. We further note that providing for the Scheme Condition to survive the expiration of the Initial Offer Period will facilitate the concurrent completion of the Offer and the Scheme, only the Approval and Registration Condition portion of the Scheme Condition will survive past expiration of the Initial Offer Period, that Dutch home country practice permits the survival of the Scheme Condition after the Initial Offer Period and that the Scheme condition will only survive for a period not to exceed five Euronext Amsterdam trading days.
   
• Rule 14d-11(d) under the Exchange Act. The exemption from Rule 14d-11(d) is granted to permit Newco to commence the Subsequent Offer Period upon the Offer becoming unconditional rather than immediately after the expiration of the Initial Offer Period, for the reasons described in your letter.
   

The foregoing exemptions are based solely on the representations and the facts presented in your letter dated May 17, 2005, as supplemented by telephone conversations with the Commission staff. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. We express no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

For the Commission,
By the Division of Corporation Finance
Pursuant to delegated authority,

/s/ Mauri L. Osheroff
Mauri L. Osheroff
Associate Director
Division of Corporation Finance

Endnotes

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¹ By separate letter dated May 17, 2005, the staffs of the Division of Corporation Finance and the Division of Investment Management have granted no-action relief with respect to certain issues arising under the Securities Act, the Exchange Act and the Investment Company Act in connection with the Transaction.

Incoming Letter:

The Incoming Letters are in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/rds051705.htm