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August 15th, 2015:

17 PAGE CONFIDENTIAL LETTER FROM SHELL LAWYERS TO US SECURITIES & EXCHANGE COMMISSION REGARDING TAKEOVER OF BG GROUP

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FIRST PAGE

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ALL 17 PAGES PDF

REPLY FROM SEC

Securities Exchange Act of 1934
Sections 12(b) and 12(g)

Investment Company Act of 1940
Section 7

August 7, 2015

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

Response of the Office of Chief Counsel
Division of Investment Management

Re: Royal Dutch Shell plc
Incoming letter dated August 7, 2015

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 Target Dividend Access Share are not separately registered under Section 12(b) or Section 12(g) of the Exchange Act, provided that RDS discloses in its annual report on Form 20-F the information regarding the Trust and Target Dividend Access Share as outlined in your letter. read more

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