CORRESP 1 filename1.htm

 

 

Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036,
U.S.A.

 

RBC Dominion Securities Inc.

Royal Bank Plaza

200 Bay Street

Toronto, ON M5J 2W7

Canada

 

 

 

December 14, 2012

 

Re:                                                                             Sprott Physical Platinum and Palladium Trust
Registration Statement on Form F-1, File No. 333-179017

 

Ms. Angela McHale, Esq.
Securities and Exchange Commission
Division of Corporate Finance
One Station Place

100 F Street, N.E.
Washington, D.C. 20549

 

Dear Ms. McHale:

 

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several participating underwriters, wish to advise you that copies of the Preliminary Prospectus dated November 30, 2012 were distributed in the approximate numbers as follows:

 

Institutional and Retail Investors

 

2,332

 

Dealers, Underwriters and Others

 

1,802

 

Total

 

4,134

 

 

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

In accordance with Rule 461 of the Act, we hereby join in the request of Sprott Physical Platinum and Palladium Trust for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:00 p.m. Eastern Standard Time on December 18, 2012, or as soon thereafter as practicable.

 



 

 

Very truly yours,

 

 

 

 

 

MORGAN STANLEY & CO. LLC

 

 

 

 

 

By:

/s/Ashley MacNeill

 

 

Name: Ashley MacNeill

 

 

Title: Vice President

 

 

 

 

 

 

 

RBC DOMINION SECURITIES INC.

 

 

 

 

 

 

By:

/s/ Christopher Bean

 

 

Name: Christopher Bean

 

 

Title: Managing Director

 

As representatives of the several participating underwriters.

 

[Signature Page to Acceleration Request Letter]