SEC Division of Trading and Markets no-action letter: AdvisorShares Trust Actively-Managed ETF, WCM/BNY Mellon Focused Growth ADR

UNITED STATES

SECUR.ITlES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF
TRADING AND MARKETS
W. John McGuire, Esq.
1111 Pennsylvania Avenue, NW
Washington, DC 20004
Re: AdvisorShares Trust Actively-Managed Exchange Traded Fund, WCMlBNY Mellon Focused Growth ADR File No. TP 10-19 Dear Mr. McGuire:
In your letter dated June 18,2010, as supplemented by conversations with the staffofthe Division ofTrading and Markets ("Division"), AdvisorShares Trust (the "Trust") on behalf of itself, the Fund, any national securities exchange or national securities association on or through which shares issued by the Fund ("Shares") may subsequently trade, and persons or entities engaging in transactions in Shares, requests exemptions from, or interpretive or no-action relief from Rule 1Ob-17 ofthe Securities Exchange Act of 1934, as amended ("Exchange Act"), and Rules 101 and 102 of Regulation M in connection with secondary market transactions in Shares and the creation or redemption of Creation Units as discussed in your letter. We have enclosed a photocopy of your letter. Each defined term in this letter has the same meaning as defined in your letter, unless we note otherwise. The Trust was organized on July 30, 2007, as a Delaware statutory trust. The Trust is registered with the Commission under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end management investment company. The Trust currently consists ofone series, the Dent Tactical ETF (the "Original Fund"), and has completed the registration of another exchange traded fund ("ETF"), the WCMlBNY Mellon Focused Growth ADR ETF (the "Fund"). At this time, you are only requesting relief related to the Fund. The Fund's objective is long-term capital appreciation and will consist of a portfolio of ADRs and other U.S. traded securities ofnon-U.S. organizations. While the Fund will not seek to track the performance of an underlying index, the Fund will in all other material respects, comply with conditions that have been applied to other actively managed ETFs that invest in equities. In your letter, you represent the following:

• Shares ofthe Fund will be issued by an open-end management investment