SecProbe.io

CORRESP
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August 23, 2021

VIA EDGAR

Division of Investment Management

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Allison White

    Re:
    AltShares Trust (the “Trust”)

    File Nos. 333-256754 &
811-23475

    Registration Statement on
Form N-1A

Dear Ms. White,

On behalf of the Trust, we
submit this letter in response to comments received by telephone on July 8, 2021 from you, as a member of the disclosure review staff
of the Securities and Exchange Commission (the “SEC”), with respect to Post-Effective Amendment No. 3 under the Securities
Act of 1933, as amended, and Amendment No. 5 under the Investment Company Act of 1940, as amended (the “1940 Act”), to
the Trust’s Registration Statement on Form N-1A, filed with the SEC on May 28, 2021, accession no. 0001104659-21-074293
(the “Amendment”). The Amendment relates to the AltShares Event-Driven ETF, a series of the Trust (the “Fund”).

For convenience, we have set
forth each comment below, followed by the Trust’s response. Capitalized terms not otherwise defined have the same meaning as given
in the Amendment.

Comment
1 — We note that the Trust recently filed a registration statement on Form N-14 regarding a proposed merger involving
the Fund. Please confirm that the Fund will not sell its securities until the consummation of the merger and until all material Staff
comments on the N-14 are addressed.

Response
to Comment 1 — The Trust confirms that the Fund will not sell its securities until the consummation of the merger and
until all material Staff comments on the N-14 are addressed.

Comment
2 — Please include the ticker symbol for each class of shares of the Fund on the front covers of the Prospectus and the
SAI.

Response
to Comment 2 — The ticker symbol of the sole class of shares of the Fund will be included on the front cover of the prospectus
and the SAI when it is offered to the general public.

Comment
3 — Given that the predecessor mutual fund is named the Water Island Long/Short Fund, please explain supplementally why
the Fund will be named the AltShares Event-Driven ETF. Also, please confirm

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supplementally that any changes to the Fund’s investment
strategy relative to the predecessor mutual fund are disclosed.

Response
to Comment 3 — The Fund’s name is different than the predecessor mutual fund’s name because the Adviser believes
that the name provides a better marketing opportunity for the Fund. The Trust confirms that the Fund’s principal investment strategies
are the same as the predecessor mutual fund’s, and that such strategies have been appropriately described in the Amendment.

Comment
4 — Under the heading “Fund Summary – Fees and Expenses – Annual Fund Operating Expenses,” please
delete footnote 1 regarding Rule 12b-1 fees not currently charged, as such a footnote is not required or permitted by Form N-1A.
Such disclosure should be addressed under Item 12 of Form N-1A.

Response
to Comment 4 — The Trust respectfully believes that the Fund’s presentation of its Rule 12b-1 fees in the
table and footnotes is appropriate and consistent with Form N-1A requirements, specifically Instruction 3(d)(i) to Item 3. This
instruction directs funds to “[b]ase the percentages of ‘Annual Fund Operating Expenses’ on amounts incurred during
the Fund’s most recent fiscal year, but include in expenses amounts that would have been incurred absent expense reimbursement or
fee waiver arrangements.” In the case of an approved, but dormant, fee, the Fund accordingly includes in the fee table only the
amount actually incurred and provides a footnote that indicates the maximum allowable fee and explains that such fee will not be incurred
until approved by the Board. Further, the Trust believes that such information is material for Fund investors, and that shareholders should
be provided with information that: (1) the 12b-1 fee has been approved by the Board; and (2) the maximum allowable
fee amount. Therefore, the Trust respectfully declines to make any changes in response to this comment.

Comment
5 — Regarding the table under “Fund Summary – Fees and Expenses – Annual Fund Operating Expenses,”
please advise supplementally how “Other Expenses” and “Acquired Fund Fees and Expenses” were estimated and determined
to be reasonable.

Response
to Comment 5 — The Fund’s fee table does not reflect any “Other Expenses” because such expenses will
be less than 0.01% of the Fund’s average net assets due to the Fund’s unitary fee structure. Under the Fund’s unitary
fee structure, the Adviser will be required to pay substantially all of the Fund’s expenses (subject to certain exceptions). Therefore,
the fees and expenses that appear under “Other Expenses” are reasonably estimated to be less than half of a basis point.

Regarding “Acquired Fund Fees
and Expenses,” the Trust respectfully notes that such expenses are not estimated and are based on the expenses incurred by the predecessor
mutual fund for the prior fiscal year. Because the Fund and its predecessor mutual fund employ the same investment strategies with respect
to the use of other investment companies, the Adviser and Trust expect “Acquired Fund Fees and Expenses” to remain the same
(i.e., approximately 5 basis points of average net assets) for the Fund.

Comment
6 — Under the heading “Fund Summary – Fees and Expenses – Example,” please include expense examples
for 5- and 10-years. We note that because the Fund has a predecessor mutual fund it is not a “New Fund” under Item 3 of Form N-1A.

Response
to Comment 6 — The Trust has incorporated the 5- and 10-year expense example in response to this comment.

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Comment
7 — Under the heading “Fund Summary – Portfolio Turnover,” please include the portfolio turnover rate
information for the Fund’s predecessor mutual fund.

Response
to Comment 7 — The Trust has incorporated the predecessor mutual fund’s portfolio turnover rate for its most recently
completed fiscal year end.

Comment
8 — Under the heading “Fund Summary – Principal Investment Strategies,” please explain the following
terms in plain English: “Dutch tenders,” “yield-to-call opportunities,” “private investments in public equity
(PIPEs) of SPACs,” “de-SPAC processes,” “transformational M&A,” “corporate levering/de-levering,”
 “credit refinancings,” “recapitalizations” and “re-rating opportunities”.

Response
to Comment 8 — In response to this comment, the Trust has added descriptions of certain principal terms to the “Fund
Summary – Principal Investment Strategies” section, and the Trust has added a complete glossary of terms to the “Additional
Information About the Fund – Additional Information About the Fund’s Investment Strategies” section, as reflected below:

Fund
Summary – Principal Investment Strategies:

The most common example of a hard
catalyst is definitive, publicly announced mergers and acquisitions (“M&A”) whereby a legally binding merger agreement
is in place, but hard catalysts may also take other forms including, but not limited to, Dutch tenders (whereby an offer
is made to purchase securities within a given price range through an auction structure, wherein shareholders are invited to sell shares
over a specific time period by specifying the lowest price within the range that they will accept), initial public offerings (“IPOs”)
of special purpose acquisition companies (“SPACs”), yield-to-call opportunities (whereby a company or other entity’s
callable bonds are purchased and held until the next anticipated call date, at which point they may be redeemed prior to maturity),
and spin-offs (pre-completion). Investment opportunities predicated on soft catalysts tend to be characterized by less certain outcomes,
longer timelines, and greater levels of risk – though also commensurate greater potential reward.

Examples of soft catalysts include
a broad range of events spurred by company-specific, industry-wide, or broad economic conditions such as speculated M&A (whereby
certain M&A are anticipated, rumored or in negotiations but are not yet definitive), asset sales, spin-offs (post-completion)
(whereby a company has announced its intent to separate its business into two or more separately traded independent entities, which
may be able to unlock more shareholder value on a standalone rather than combined basis), private investments in public equity
(PIPEs) of SPACs, de-SPAC processes, turnaround plans, management changes, activist campaigns, transformational M&A (post-completion),
corporate levering/de-levering, credit refinancings, recapitalizations, restructurings, and other corporate reorganizations and re-rating
opportunities.

Additional
Information About the Fund – Additional Information About the Fund’s Investment Strategies:

Glossary of Terms

 · Hard Catalysts.

 o Definitive M&A, whereby a legally binding definitive merger agreement is in place for publicly announced
M&A.

 o Dutch tenders, whereby an offer is made to purchase securities within a given price range through an auction
structure, wherein shareholders are invited to sell shares over

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    a specific time period by specifying the lowest price within the range
that they will accept.

 o IPOs of SPACs, whereby a SPAC conducts an initial public offering in order to raise capital for the purpose
of making an acquisition.

 o Yield-to-call opportunities, whereby a company or other entity’s callable bonds are purchased and
held until the next anticipated call date, at which point they may be redeemed prior to maturity.

 o Spin-offs (pre-completion), whereby an existing company has announced or is speculated to announce its
intent to sell or distribute shares of a piece of its existing business to create a new standalone company.

 · Soft Catalysts. such as speculated M&A, asset sales, spin-offs (post-completion), private investments
in public equity (PIPEs) of SPACs, de-SPAC processes, turnaround plans, management changes, activist campaigns, transformational M&A
(post-completion), corporate levering/de-levering, credit refinancings, recapitalizations, restructurings, and other corporate reorganizations
and re-rating opportunities.

 o Speculated M&A, whereby certain M&A are anticipated, rumored or in negotiations but are not yet
definitive.

 o Spin-offs (post-completion), whereby a company has completed the sale or distribution of an existing business
unit into a new standalone company, and there may be opportunities for either the original entity or the spun-off entity to trade substantially
higher or lower.

 o PIPEs of SPACs, whereby a SPAC will issue new shares, which are typically sold below current public market
value, in the private market as a method of raising additional capital for the purpose of completing an acquisition.

 o De-SPAC processes, whereby a SPAC has identified a target company to acquire and takes it public by successfully
completing the acquisition.

 o Turnaround plans, whereby a poorly performing company has announced or is speculated to announce a plan
to financially recover the business.

 o Management changes, whereby an announced or speculated change to a company’s upper management is
expected to cause its shares to trade higher or lower.

 o Activist campaigns, whereby an investor leverages its rights as a shareholder in a company to drive changes
within the company.

 o Transformation M&A (post-completion), whereby the completion of M&A may lead to a newly formed
company that is dramatically different from the standalone target and acquirer entities in their prior state, potentially driving the
merged entity’s share price substantially higher.

 o Corporate levering/de-levering, whereby a company undergoes changes to its debt profile.

 o Credit refinancings, whereby a company reorganizes its financial obligations and/or restructures existing
debts.

 o Recapitalizations, whereby a company restructures its debt and equity mixture.

 o Restructurings, whereby a company modifies fundamental aspects of its business, such as its operational
or legal structure, among others.

 o Re-rating opportunities, whereby the market has changed or is expected to change its view of a company
sufficiently to drive valuation ratios substantially higher or lower.

Comment
9 — Under the heading “Fund Summary – Principal Investment Strategies,” please clarify what is meant
by “a capital structure agnostic approach.”

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Response
to Comment 9 — The Trust has revised the relevant disclosure as follows: “The Adviser will invest in both hard and
soft catalysts without bias as to a company’s capital structure agnostic approach,
allowing the Fund to position its investments in both equity and credit instruments, selecting whichever security the Adviser believes
offers the greatest reward-to-risk ratio for a given event opportunity.”

Comment
10 — Under the heading “Fund Summary – Principal Risks,” we note that the Fund does not include several
of the risks that are currently included in the predecessor mutual fund’s prospectus. Please confirm that all of the Fund’s
principal risks are disclosed.

Response
to Comment 10 — The Trust confirms that the Fund’s principal risks are disclosed as intended. The Trust also notes
that the predecessor mutual fund supplemented its prospectus on May 5, 2021 to remove certain previously included principal risks
that the Adviser no longer deemed principal given investment strategy changes precipitated by changes in market conditions and changes
to the portfolio management team. Such changes correspond with the Fund’s principal investment risks.

Comment
11 — Under the heading “Fund Summary – Principal Risks,” we note there is disclosure regarding “Sector
Risk.” If the Fund is currently focused on a particular sector, please specify such in the Fund’s principal risks and principal
strategies disclosure. Please also revise the Fund’s “Sector Risk” disclosure to explain the link between the Fund’s
principal investment strategy and the potential for significant sector exposure.

Response
to Comment 11 — The Fund does not have a principal investment strategy to focus investments in, or concentrate investments
in, any particular industry or sector, but the Fund, from time to time, based on market or economic conditions, may have significant positions
in one or more sectors of the market. The Fund therefore includes general “Sector Risk” disclosure that includes a statement
to that effect. For the Fund, industry and sector allocation is a result of the then-current investment opportunities identified by the
Fund’s portfolio managers pursuant to the principal investment strategies identified in the Fund’s prospectus. Accordingly,
the Fund’s investments in an industry or sector will vary over time depending on the availability
of investment opportunities occurring within an industry or sector and the portfolio managers’ then-current view of such
investment opportunities.  Therefore, the Trust believes that the current disclosure is consistent with, and appropriately tailored
to, the broad investment mandate of the Fund, and that no additional disclosure in the principal investment strategy section is necessary.

Comment
12 — Under the heading “Fund Summary – Principal Risks,” we note that “Large Shareholder Transaction
Risk” is included twice, please confirm.

Response
to Comment 12 — The Trust has revised its disclosure to include one version of such disclosure.

Comment
13 — Under the heading “Fund Summary – Principal Risks – Credit Risk,” the disclosure notes that
the Fund may invest in convertible, non-convertible and high yield (or “junk”) bonds. If investing in such securities is part
of the Fund’s principal investment strategies, please add such disclosure and explain that junk bonds are speculative.

Response
to Comment 13 — The Trust respectfully notes that the disclosure under “