August 14, 2014
VIA EDGAR
Securities and Exchange Commission
Washington, D.C. 20549
| Re: | Request for Acceleration of Effectiveness of Registration Statement on Form N-1A, Pre-Effective Amendment No. 3 (File Nos. 333-192733 and 811-22917) |
Dear Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Absolute Shares Trust (the “Trust”) hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that the Registration Statement may become effective at 9:30 a.m. (EDT) on August 15, 2014, or as soon thereafter as practicable.
In requesting such acceleration, the Trust acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement, (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Trust from its full responsibility for the adequacy or accuracy of the disclosure in the Registration Statement, and (iii) the Trust may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
/s/ Don Schreiber, Jr._
Don Schreiber, Jr.
cc: Catherine Courtney Gordon
