SEC Division of Trading and Markets no-action letter: AdvisorShares Trust

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
DIVISION OF December 16, 2011 TRADING AND MARKETS W. John McGuire, Esq.

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

Re: AdvisorShares Trust

File No. TP 11-24

Dear Mr. McGuire:
In your letter dated December 16, 2011, as supplemented by conversations with the staffofthe Division ofTrading and Markets ("Staff'), you request on behalfofthe AdvisorShares Trust (the "Trust") and the Meidell Tactical Advantage ETF, Madrona Global Bond ETF, Madrona Domestic ETF, Madrona International ETF, and TrimTabs Float Shrink ETF (collectively the "Funds") relief from Rule 1 Ob-17 under the Securities Exchange Act of 1934, as amended ("Exchange Act"). We have enclosed a photocopy ofyour letter. Each defined term in this letter has the same meaning as in your letter, unless we note otherwise. Response:
Rule 1 Ob-17, with certain exceptions, requires an issuer of a class ofpublicly traded securities to give notice of certain specified actions (for example, a dividend distribution) relating to such class of securities in accordance with Rule 10b-17(b). On the basis ofyour representations and the facts presented, and without necessarily concurring in your analysis, particularly that the concerns that the Commission raised in adopting Rule 1 Ob-1 7 generally will not be implicated if exemptive relief is granted to the Trust because market participants. will receive timely notification ofthe existence and timing of a pending distribution, the . Commission hereby grants an exemption from the requirements ofRule 1 Ob-17 to the Trust with respect to transactions in the Shares. * This exemptive relief is subject to the following conditions:

• The Trust will comply with Rule lOb-17 except for Rule lOb-17(b)(1)(v)(a) and (b);
  and
• The Trust wi)l provide the information required by Rule lOb-17(b)(1)(v)(a) and (b) to
  the Exchange as soon as practicable before trading begins on the ex-dividend date, but We also note that timely compliance with Rule IOb-17(b)(I)(v)(a) and (b) would be impractical in light ofthe nature ofthe Trust. This is because it is not possible for the Trust to accurately project ten days in ,. advance what dividend, if any, would be paid on a particular record date. . .: .-~ . ..J