Michael W. Mundt, Esq.

Admitted only in Virginia

Practice limited to Federal Securities Law matters

MMundt@stradley.com

202.419.8403

May 31, 2018

Mark Cowan, Esq.

Senior Counsel

Division of Investment Management

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

Precidian ETFs Trust (the "Trust")

Dear Mr. Cowan:

The purpose of this letter is to respond to your comments regarding Post-Effective Amendment ("PEA") No. 49 to the Trust's Registration Statement on Form N-1A (the "Registration Statement") for the purpose of registering the following new series to the Trust:  Anheuser-Busch InBev SA/NV ADRPLUS Fund, AstraZeneca PLC ADRPLUS Fund, Banco Santander, S.A. ADRPLUS Fund, BP P.L.C. ADRPLUS Fund, British American Tobacco p.l.c. ADRPLUS Fund, Diageo plc ADRPLUS Fund, GlaxoSmithKline plc ADRPLUS Fund, HSBC Holdings Plc ADRPLUS Fund, Mitsubishi UFJ Financial Group, Inc. ADRPLUS Fund, Novartis AG ADRPLUS Fund, Novo Nordisk A/S (B Shares) ADRPLUS Fund, Royal Dutch Shell plc (Class A) ADRPLUS Fund, Royal Dutch Shell plc (Class B) ADRPLUS Fund, Sanofi ADRPLUS Fund, SAP AG ADRPLUS Fund, Total S.A. ADRPLUS Fund, Toyota Motor Corporation ADRPLUS Fund, and Vodafone Group Plc ADRPLUS Fund (each, a "Fund," and together, the "Funds").¹  PEA No. 49 was filed with the U.S. Securities and Exchange Commission ("SEC") pursuant to Rule 485(a) under the Securities Act of 1933, as amended ("1933 Act"), on Form N-1A on June 14, 2017.

1	Please note that the Trust is no longer seeking to register the NTT DoCoMo, Inc. ADRPLUS Fund and, as such, that Fund has been removed from the Registration Statement.

 

Below we have repeated your comments and provided the Trust's response to each comment.  Where noted below, the Trust has incorporated responsive changes to each comment into the Registration Statement. Capitalized terms used in this response letter, but not defined herein, shall have the same meaning as in the Registration Statement.

Response:  The Trust notes that the Funds will invest solely in the ADRs of the Company and the Currency Swap, and will not borrow for investment purposes, and, as such, the comment is not applicable to the Funds.

Response:  Additional detail regarding the non-U.S. issuers has been added.  Additionally, cross-references to each underlying Company's SEC filings have been added as requested.

Response:  Royal Dutch Shell plc (Class A) ADR and Royal Dutch Shell plc (Class B) ADR are two separate ADRs, rather than separate classes of the same ADR.  The securities underlying the Royal Dutch Shell plc (Class A) ADR are denominated in euros, while the securities underlying the Royal Dutch Shell plc (Class B) ADR are denominated in British pounds.

Response:  The Trust will revise the disclosure for each Fund as follows (new disclosure underlined):

The Fund invests solely in the ADRs of the Company (the "Portfolio Securities") and a currency swap (the "Currency Swap") designed to hedge against fluctuations in the exchange rate…

Response:   The Trust will add the requested disclosure for each Fund under "Principal Investment Strategies."

Response:  The Funds will add the requested disclosure.

Response:  The Trust notes that each Fund has additional risk disclosure related to the country in which the Company is organized and the industry in which the Company is classified, and also notes the response to comment 2 above.  Thus, the Trust believes the disclosure, as revised, adequately addresses the economic, market, political or regulatory occurrences that may affect a Company, and therefore respectfully declines to add additional disclosure further discussing these factors.

Response:  The Trust will add the requested disclosure.

Response:  The Trust will add the following disclosure:

The difference in bid and ask prices is often referred to as the "spread" or "bid/ask spread." The bid/ask spread varies over time for Shares based on trading volume and market liquidity, and is generally lower if the Fund's shares have more trading volume and market liquidity and higher if the Fund's shares have little trading volume and market liquidity. Further, increased market volatility may cause increased bid/ask spreads.

 

Response:  The Trust respectfully believes this is disclosed in the Funds' existing "Market Trading Risk" as follows:

To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders with respect to the Fund and no other Authorized Participant is able to step forward to create or redeem Creation Units, Fund shares may trade at a discount to NAV and possibly face trading halts and/or delisting. This risk may be more pronounced in volatile markets, potentially where there are significant redemptions in ETFs generally.

Thus, you may pay significantly more (or less) than NAV when you buy shares of the Fund in the secondary market, and you may receive significantly less (or more) than NAV when you sell those shares in the secondary market.

Response:  The Trust will add the requested disclosure.

Response:   At this time, each Fund intends to use the BNY Mellon Classic ADR Index^SM as its broad-based securities market index for performance comparison purposes.

Response:  The Trust will add the requested disclosure.

ETFs, such as the Funds, allow you to buy or sell shares that represent the collective performance of a selected group of securities.

Please clarify this disclosure in light of the fact that the Funds only invest in the ADRs of one company.

 

Response:  The above-cited sentence will be revised by replacing "securities" with "portfolio instruments." Each Fund invests in its respective Portfolio Securities and Currency Hedge Contract and, therefore, the Fund's performance will reflect the combined performance of those instruments.

Response:  The Trust will add the following disclosure:

Sponsored ADRs are established jointly by a depositary and the underlying issuer, whereas unsponsored ADRs may be established by a depositary without participation by the underlying issuer. The depositary bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest, and processing corporate actions. A Fund would be expected to pay a share of the additional fees, which it would not pay if investing directly in the foreign securities.

Response:  The Trust confirms that the Funds do not currently intend to use currency forwards to achieve the currency hedge.

Response:  The Trust will add corresponding disclosure to the prospectus in response to this comment.  The Trust notes that because either the Fund or the counterparty to the Currency Hedge Contract will settle the Currency Hedge Contract on a daily basis by transferring assets to the other party, the Fund does not anticipate having obligations under the Currency Hedge Contract required to be "covered."  Therefore no corresponding risk disclosure has been added.

Because each Fund only invests in the ADRs of a Company and the Currency Hedge Contract, each Fund will concentrate its investments (i.e., invest 25% or more of its net assets) in the industry or group of industries in which the Company is classified.

 

We note that the reference to "net assets" in Instruction 4 to Item 9(b)(1) on Form N-1A should read "total assets."

Response:  The requested change will be made.

Response:  The "Foreign Market Risk" in each Fund's summary risk section provides the following:

Because non-U.S. exchanges … may be open on days when the Fund does not price its Shares, the value of the underlying securities of the ADRs in the Fund's portfolio may change on days when shareholders will not be able to purchase or sell the Fund's Shares, regardless of whether there is an active U.S. market for Shares.

The Trust notes that both the Portfolio Securities (i.e., ADRs) that the Funds invest in and the Funds' Shares are traded on U.S. exchanges and, therefore, the Trust believes that no additional disclosure is warranted.

Response:  Because each Fund intends to qualify as a "grantor trust" under the Internal Revenue Code, the Trust does not believe this comment is applicable and respectfully declines to add the requested disclosure.

 

Response:  The Trust will add disclosure clarifying each Fund's policy adopted pursuant to Rule 35d-1 is subject to change on 60 days' notice to shareholders.

Response:  In the narrative after the fundamental investment restrictions, the Trust will add the following disclosure with respect to permitted borrowing under the 1940 Act:

In complying with investment restriction A. regarding borrowing money, each Fund may borrow money in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).

The Trust respectfully declines to add additional disclosure regarding what physical commodities a Fund may purchase or sell under the 1940 Act because, unlike borrowing, the 1940 Act does not address this forthright and the restriction as written is intended to provide flexibility as rules and guidance by the SEC or other regulatory agencies with authority over the Funds change.

Response:  The Trust will add the following disclosure:

As of the date of this SAI, the Funds concentrate their investments (i.e., invest 25% or more of their total assets) in the following industries:

 

Response:  The Trust confirms disclosure will be updated upon adoption of the T+2 settlement cycle for securities transactions.

Response:  The following disclosure regarding the IIV is included in the prospectus:

Accordingly, fair value pricing could result in a difference between the prices used to calculate NAV and the prices used to determine a Fund's Indicative Intra-

 

Day Value ("IIV"), which could result in the market prices for Shares deviating from NAV.

In response to this comment, disclosure regarding the IIV included in the SAI has been revised as follows (new disclosure underlined):

The IIV should not be viewed as a "real-time" update of NAV because the IIV will be calculated by an independent third party calculator and may not be calculated in the exact same manner as NAV, which (i) is computed daily, (ii) unlike the calculation of the IIV, takes into account Funds' expenses, and (iii) may be subject, in accordance with the requirements of the 1940 Act, to fair valuation at different prices than those used in the calculations of the IIV. Therefore, the IIV may not reflect the best possible valuation of a Fund's current portfolio.  The Exchange calculates the IIV during hours of trading on the Exchange by dividing the "Estimated Fund Value" as of the time of the calculation by the total number of outstanding Shares. "Estimated Fund Value" is the sum of the estimated amount of cash held in a Fund's portfolio, the estimated amount of accrued interest owing to the Fund and the estimated value of the securities held in the Fund's portfolio, minus the estimated amount of liabilities. The IIV will be calculated based on the same portfolio holdings disclosed on the Funds' website. In determining the estimated value for each of the component securities, the IIV will use last sale, market prices or other methods that would be considered appropriate for pricing equity securities held by registered investment companies.

Response:  The Trust will file an opinion of counsel for the Funds as an exhibit to the Registration Statement.

Response:  The Trust confirms that the chief financial officer/treasurer, who serves the role of the principal accounting officer, signs the Registration Statement.

Please direct any questions related to this filing to my attention at (202) 419-8403, or, in my absence, to J. Stephen Feinour, Jr. at (215) 564-8521.  We appreciate your timely attention to this matter.