SecProbe.io

CORRESP
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filename1.htm

Magda
El Guindi-Rosenbaum

+1.202.373.6091

mer@morganlewis.com

VIA
EDGAR

November
2, 2023

Daniel
Greenspan, Esq.

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

 Re: AdvisorShares
Trust (File Nos. 333-157876 and 811-22110)

Dear
Mr. Greenspan:

On
behalf of AdvisorShares Trust (the “Trust”), this letter responds to comments relating to the Trust’s Post-Effective
Amendment No. 224 (“PEA No. 224”) filed on August 29, 2023 relating to the AdvisorShares Dorsey Wright ADR ETF, AdvisorShares
Dorsey Wright Short ETF, AdvisorShares Dorsey Wright Small Company ETF, and AdvisorShares Q Dynamic Growth ETF (the “Funds”).
For ease of reference, set forth below are your comments followed by the Trust’s responses.

In
addition, as discussed during a telephone conversation on October 18, 2023, please note that AdvisorShares Dorsey Wright Small Company
ETF recently liquidated.

 1. Comment.
                                            Given that Dorsey, Wright & Associates, LLC will no longer serve as investment sub-adviser
                                            to the applicable Funds, please explain why keeping Dorsey Wright in the name of the Funds
                                            is appropriate.

Response.
The Trust represents that while Dorsey, Wright & Associates, LLC no longer serves as investment sub-adviser, its quantitative model
is being used by the Funds’ investment adviser as a tool in the portfolio management of the applicable Funds. Retaining Dorsey
Wright in the name of the Funds recognizes the role of the Dorsey Wright model in the portfolio management of the Funds and is consistent
with the naming convention of other series of the Trust that have used a Dorsey Wright model since their inception.

 2. Comment.
                                            Given that Dorsey, Wright & Associates, LLC plays an integral role in the day-to-day
                                            portfolio management of the applicable Funds, please supplementally discuss the anticipated
                                            impact to the Funds of removing it as sub-adviser.

Response.
According to the Trust’s investment adviser, the impact to the applicable Funds is expected to be minimal since no Fund’s
investment strategy is fundamentally changing and the investment adviser will be using a Dorsey Wright model as a tool in the portfolio
management of each Fund.

  Morgan, Lewis & Bockius LLP

  1111 Pennsylvania Avenue, NW

  Washington, DC 20004

     +1.202.739.3000

  United States

     +1.202.739.3001

    November 2, 2023

Page 2

 3. Comment.
                                            In light of the termination provision in the applicable Funds’ expense limitation agreement,
                                            please clarify in the footnote to each applicable Fund’s fee table that the expense
                                            limitation agreement will stay in force unless terminated. Please confirm supplementally
                                            that the investment adviser cannot terminate the expense limitation agreement before the
                                            last day of the one-year period corresponding to the prospectus year.

Response.
The Trust represents that the requested clarification to the applicable fee table footnote has been made. The Trust confirms that the
investment adviser cannot terminate the expense limitation agreement before the last day of the one-year period corresponding to the
prospectus year.

*         *         *         *         *

If
you have questions or comments, please do not hesitate to contact me at 202.373.6091.

Sincerely,

/s/
Magda El Guindi-Rosenbaum

Magda
El Guindi-Rosenbaum