SecProbe.io

CORRESP
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JOHN H. LIVELY, Managing Partner

john.lively@practus.com

11300 Tomahawk Creek Pkwy., Suite 310

Leawood, KS 66211

(913) 660-0778

January 7, 2025

Ms. Allison White

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Precidian ETFs Trust (File Nos. 333-171987 and 811-22524)

  argenx SE ADRhedged™,
Arm Holdings PLC ADRhedged™, ASE Technologies Holding Co. Ltd. ADRhedged™, ASML Holding NV ADRhedged™, Barclays PLC
ADRhedged™, Haleon plc ADRhedged™, Honda Motor Co. Ltd. ADRhedged™, ING Groep NV ADRhedged™, Lloyds Banking Group
plc ADRhedged™, Mizuho Financial Group Inc. ADRhedged™, National Grid plc ADRhedged™, Rio Tinto plc ADRhedged™,
Silicon Motion Technology Corp. ADRhedged™, Sony Group Corp. ADRhedged™, STMicroelectronics NV ADRhedged™, Taiwan Semiconductor
Manufacturing Co. Ltd. ADRhedged™, Unilever PLC ADRhedged™, United Microelectronics Corp. ADRhedged™, Airbus ADRhedged™,
Bayer AG ADRhedged™, Bayerische Motoren Werke AG ADRhedged™, Deutsche Telekom AG ADRhedged™, Heineken NV ADRhedged™,
Hermes International SA ADRhedged™, Hitachi Ltd. ADRhedged™, L’Oreal SA ADRhedged™, LVMH Moet Hennessy Louis Vuitton
SE ADRhedged™, Nestle SA ADRhedged™, Roche Holding AG ADRhedged™, Siemens AG ADRhedged™, and Softbank Group Corp.
ADRhedged™ (the “Funds”)

Dear Ms. White:

This letter provides the responses
of Precidian ETFs Trust (the “Trust” or the “Registrant”) to the comments of the staff of the U.S. Securities
and Exchange Commission (the “Commission”) that you provided to Practus, LLP on November 21, 2024. The comments related to
Post-Effective Amendments (each a “PEA” and collectively, the “PEAs”)) No. 174 (“PEA 174”) and 175
(“PEA 175”) to the registration statements of the Trust, which were each filed on October 24, 2024, under Rule 485(a) of the
Securities Act of 1933, as amended (the “Securities Act”). The PEA 174 was filed to register shares of eighteen series of
the Trust, and PEA 175 was filed to register shares of thirteen series of the Trust (collectively the “Funds”). As we discussed,
your comments, unless otherwise indicated, related to each of the PEAs and you indicated that we could respond to the comments for each
of the PEAs in this one response letter; we have done so. For your convenience, we have summarized the comments in this letter and provided
the Trust’s response below each comment. Capitalized terms not defined in this letter shall have the same meaning ascribed to such
term in the PEAs.

    Ms. Allison White

U.S. Securities and Exchange Commission

January 7, 2025

Prospectus Comments Applicable to all
Funds

1. Comment: With respect to PEA 175, please
                                                explain supplementally how each Fund’s intended strategy and disclosures are consistent with both Rule 140 under the
                                                Securities Act and the no action letter issued to Morgan Stanley in June of 1996.1 This includes whether each underlying
                                                company is eligible to file on Form F-3 and whether ADRs have adequate public reporting.

  Response: The Trust notes that each of the ADRs (as defined
               below) in which the Funds subject to PEA 174 invest are exchange-traded and the underlying issuers are eligible to file
               on Form F-3 (“Exchange Traded ADRs”). Each of the ADRs in which the Funds subject to PEA 175 invest may be
               purchased by investors in the United States, including retail investors through their brokerage accounts, on the over-the-counter
               markets (the “OTC markets”) (these ADRs that trade on the OTC markets are referred to herein as “OTC
               ADRs” and, collectively with the Exchange Traded ADRs, as the “ADRs”). The OTC ADRs are either eligible
               to rely on Rule 12g3-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the broker-dealers
               providing public quotations have satisfied the requirements set forth in Rule 15c2-11 under the Exchange Act. As explained
               in more detail below, the Trust believes that the Funds’ intended strategy and disclosures are not inconsistent
               with interpretations of Rule 140 (“Rule 140”) under the Securities Act or the Morgan Stanley Letter.

  Rule 140

  The Trust does not believe Rule 140 is
applicable to the Funds. Rule 140 is not applicable in circumstances where the primary issuer (here, the Funds) is not an “underwriter”
of the underlying securities. The primary issuer cannot be an underwriter of the underlying securities where the underlying securities
are not purchased from the issuer (or an affiliate of the issuer) of the underlying securities. Rule 140 is a definitional rule that further
defines when a person is engaged in a “distribution” as the term is used in Section 2(a)(11) of the Securities Act, which
defines the term “underwriter.” In other words, a person cannot be “engaged in a distribution” under Rule 140
unless such person first fits within the definition of underwriter.

  Rule 140 provides that—

               [a] person, the chief part of whose business consists of the purchase of the securities of one issuer, or of two or more affiliated
issuers, and the sale of its own securities, . . . is to be regarded as engaged in the distribution of the securities of such issuer
or affiliated issuers within the meaning of Section 2(11) of the [Securities] Act.

1. Morgan
                                            Stanley & Co., Incorporated (pub. available June 24, 1996) (the “Morgan Stanley
                                            Letter”).

        2

    Ms. Allison White

U.S. Securities and Exchange Commission

January 7, 2025

  Section 2(a)(11) under the Securities Act defines an “underwriter”
                                 as “any person who has purchased from an issuer with
                                 a view to, or offers or sells for an issuer in connection with, the distribution of
                                 any security, or participates or has a direct or indirect participation in any such undertaking, or
                                 participates or has a participation in the direct or indirect underwriting of any such undertaking .
                                 . . .”

  As a definitional rule, Rule 140 itself
does not impose any requirements. However, the Staff has interpreted the rule to mean that when a person is deemed to be “engaged
in a distribution” for purposes of Rule 140, the issuer of the underlying securities purchased by such person implicating Rule 140
is deemed a “co-issuer” and must sign the registration statement of such other person.

  The purpose of Rule 140 is to curb the abuses by persons who may underwrite securities
               through the issuance of their own securities, “and using the proceeds of the sale of those securities to purchase
               the securities of another issuer, without disclosing to the purchasers of their securities information with respect to
               the issuer of such securities.”2 The rule thus serves to prevent issuers from benefitting indirectly
               through the sale of securities that may otherwise not comply with the Securities Act of 1933.

  There is no basis under the Securities
Act or Rule 140 to subject the issuer of the underlying securities to Securities Act liability for an offering that does not benefit such
issuer, as is the case with each Fund’s offering. Section 2(a)(11) requires that in order to meet the definition of an underwriter,
the securities must be purchased directly from an issuer or such sale must be for an issuer. Here, the Fund will hold ADRs generally contributed
to it in-kind from Authorized Participants and where such ADRs were acquired by the Authorized Participants or other investors in the
secondary market, meaning that the issuer of the underlying securities in the ADRs does not benefit from the Fund’s offering whatsoever.
Therefore, the Fund cannot be engaged in the distribution of the ADRs (or of the underlying securities of the ADRs) under section 2(a)(11)
of the Securities Act or Rule 140 and it would serve no purpose to require the issuer of the underlying securities to sign the Funds’
registration statements.

  Morgan Stanley Letter

  The Trust notes, as an initial matter,
that a no-action letter issued by the Staff is not a rule or regulation of the Commission, and does not state the Commission’s views,
but rather is a position of the Staff that, based on a specified set of facts and conditions, the Staff would not recommend an enforcement
action to the Commission. A party’s nonconformity to the particular facts or conditions of a no-action letter does not result in
the violation of a statute or rule, but simply means that the party cannot rely upon the no-action position taken by the Staff. Non-conformity
with a no-action letter, absent some ascertainable violation of the Securities Act or Exchange Act, is not a basis to prevent a registration
statement from going effective or to issue a stop order.

2. See Merryl Lynch Mortgage Investors, Inc.,
SEC No-Action Letter (April 18, 1988).

        3

    Ms. Allison White

U.S. Securities and Exchange Commission

January 7, 2025

  Although the Trust understands the principles underlying
                                 the Morgan Stanley Letter, the Trust notes that the Morgan Stanley Letter was issued by the Staff in
                                 1996, before the 2008 amendments to Rule 12g3-2 and the 2020 amendments to Rule 15c2-113.
                                 Each rule has been amended to ensure that there is adequate public information regarding foreign private
                                 issuers before a broker-dealer may quote a security on the OTC markets. In this regard, and although
                                 not required, the Funds investing in Exchange Traded ADRs have no issue in meeting the requirements
                                 of the Morgan Stanley Letter because each underlying issuer is eligible to file on Form F-3.

  For historical context, the Trust believes
it is important to note that the Morgan Stanley Letter was issued at a time, almost 30 years ago, when information on public issuers was
not as easily accessible on the internet or otherwise readily available to the investing public as it is today. The Staff took the position
in that no-action letter that: (i) the issuer of a security the performance of which depends materially on the market performance of the
securities of another underlying issuer should provide investors with full and fair disclosure about the underlying issuer; (ii) such
disclosure need not be provided by the issuer if there is sufficient market interest and publicly available information regarding the
underlying issuer; and (iii) sufficient market interest and publicly available information regarding the underlying issuer exist when
the conditions of the no-action letter were satisfied. Not surprisingly, given the more limited means of accessing information about an
issuer that existed in 1996, the conditions of the no-action letter focused on registration under the Exchange Act and the availability
of information about the underlying issuer in SEC filings.

  For further historical context regarding
availability of information about issuers, the Trust notes filings via EDGAR was not mandatory for all public companies until 2002, when
foreign private issuers also became subject to mandatory electronic filing. If an investor wanted to review an issuer’s financial
statements before it was an EDGAR filer, the investor had to mail order them from the Commission or visit the SEC’s public reference
room in Washington (or at certain other locations). An investor could also incur an expense and purchase these reports from certain commercial
distributors. Even if information were available on the internet, surfing the internet in 1996 was not as easy as it is today. The time
to download a long filing in the late 90’s, such as an annual or quarterly report, and the not-so-user-friendly formatting of financial
statements and other tables on the EDGAR system in its earlier iterations, made obtaining information about issuers very challenging.
In the three decades since 1996, in addition to mandatory EDGAR filings, virtually all investors now have easy access to EDGAR filings
from their desktop, due to the popularity of and advances in, among other things. browser software capabilities.

 3. See Exemption From Registration Under
Section 12(g) of the Securities Exchange Act of 1934 for Foreign Private Issuers, Final Rule, 73 FR 52752 (Sept. 10, 2008) (“Establishing
the Rule 12g3-2(b) exemption also permits registered broker-dealers to fulfill their current information obligations concerning foreign
private issuers’ securities for which they seek to publish quotations.”) and Publication or Submission of Quotations
Without Specified Information, Final Rule, 85 FR 68124 (Oct. 27, 2020) (“[T]he amendments are designed to modernize the Rule
and to enhance investor protection by requiring that current information be accessible to investors. Specifically, the amendments provide
greater transparency to the investing public by requiring information about the issuer and its security to be current and publicly available
before a broker-dealer can begin quoting that security.”).

        4

    Ms. Allison White

U.S. Securities and Exchange Commission

January 7, 2025

  Today, publicly available information
about public issuers and foreign private issuers is readily available from sources other than EDGAR, as is evident from the ease with
which an investor may access abundant information on the internet, and such information is certainly more readily available than in 1996.
The Trust notes that most public companies have an “investor information” section on their website, where investors can conveniently
obtain business and financial information about the company. Companies also often have a Facebook page, a LinkedIn page, and a Twitter
account, and use other social media channels to keep investors informed. All of these channels make important information available almost
instantaneously. Investors no longer have to turn to an issuer’s annual report to see historical or recent stock prices. A variety
of widely used news websites and business and investor websites all make this information easily available. Many of these services provide
convenient tools for accessing other useful information about historical stock prices, including graphs, and the ability to compare the
performance of a particular stock against the performance of its peers, or against a relevant sector index or broader market index.

  The enhanced availability of information
is not limited to companies registered under the Exchange Act. The Trust notes that even the Commission has recognized that advancements
in readily available and easily accessible information have warranted modifications to the regulatory regime such that registration under
the Exchange Act or a requirement to make periodic filings with the Commission is not necessarily required in all circumstances in order
for a security to be traded in the United States markets. Notably, by way of example, in 2008, the SEC modernized its exemption for foreign
private issuers under Exchange Act Rule 12g3-2(b). This provision enables companies that are public outside of the U.S., but who have
a significant number of U.S. shareholders without having had a public offering in the U.S., to avoid registering under the Exchange Act.
The Commission, in adopting amendments to Rule 12g3-2(b), noted numerous developments that caused it to consider such amendments, including
increased globalization of securities