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ClearBridge Focus Value ESG

 Stradley Ronon Stevens & Young, LLP

 2005 Market Street

 Suite 2600

 Philadelphia, PA 19103

 Telephone 215.564.8000

 Fax 215.564.8120

 www.stradley.com

 J. Stephen Feinour, Jr.

 (215) 564-8521

 jfeinourjr@stradley.com

January 20, 2022

 Filed via EDGAR

 Ms. Rebecca Marquigny

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549

Subject:

ActiveShares ETF Trust (the “Trust”)

(File Nos. 333-234497;
811-23487)

 Dear Ms. Marquigny:

On behalf of the Trust, submitted herewith via the EDGAR system are the responses to the comments of the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) provided via telephone to J. Stephen Feinour, Jr. with regard to Post-Effective Amendment Nos. 2/4 to the Trust’s Registration Statement on Form
N-1A (the “Amendment”) related to the ClearBridge Focus Value ESG ETF series of the Trust (the “Fund”), which was filed with the Commission on November 23, 2021 under the Securities
Act of 1933 (the “1933 Act”) and the Investment Company Act of 1940 (the “1940 Act”). The Staff’s comments are summarized below, followed by the Trust’s responses thereto. Terms not defined herein have the meaning set
forth for that term in the Amendment.

 1.    Comment: Please advise supplementally what percentage of the Fund’s pre-existing portfolio failed to meet the ESG criteria that have been added to the Fund’s principal investment strategies. Please consider whether the Fund needs to inform shareholders about the potential for
high portfolio turnover or significant changes in sector or geographic allocations in connection with the investment strategy changes.

Response: The changes to the Fund’s principal investment strategies regarding ESG criteria did not result in portfolio turnover
for the Fund as the Fund’s pre-existing portfolio met the ESG criteria. Therefore, no additional notifications to shareholders in connection with these changes are needed.

2.    Comment: Please provide a completed fee table and expense example.

 Response: Please see below:

 Shareholder fees

 (fees paid directly from your investment)

None

 Annual fund operating expenses (%)

 (expenses that you pay each year as a percentage of the value of your
investment)

 Management fees

0.49

 Distribution and/or service (12b-1) fees

0.00

 Other expenses

None

 Total annual fund operating expenses

0.49

 Example:

 This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The example assumes:

•

 You invest $10,000 in the fund for the time periods indicated

•

 Your investment has a 5% return each year and the fund’s operating expenses remain the same (except that any
applicable fee waiver or expense reimbursement is reflected only through its expiration date)

 You may also incur usual and customary
brokerage commissions and other charges when buying or selling shares of the fund, which are not reflected in the example.

 Although your actual costs may
be higher or lower, based on these assumptions your costs would be:

 Number of years you own your shares ($)

1 year

3 years

5 years

10 years

 ClearBridge Focus Value ESG ETF

50

157

274

615

 3.    Comment: Please revise the principal investment strategies section to describe the
subadviser’s ESG criteria in plain English.

 (a) The disclosure states that “[t]he ESG analysis is conducted by the fundamental analyst platform
on a sector-specific basis, and a proprietary ESG rating is assigned to each company.” It is not clear what “fundamental analyst platform on a sector-specific basis” means and what the proprietary ESG ratings are.

(b) The disclosure states that “[t]he ESG evaluation is integrated into a thorough assessment of investment worthiness based on financial criteria as
well as ESG considerations including innovative workplace policies, employee benefits and programs; environmental management system strength, eco-efficiency, and life-cycle analysis; community involvement,
strategic philanthropy, and reputation management; and strong corporate governance and independence of the board.” What are innovative workplace policies, employee benefits and programs? What does
eco-efficiency mean? How is environmental management system strength measured?

 (c) Explain how ESG screens are
applied. Are certain ESG criteria used to include or exclude securities? Are the E, S and G components weighted the same, and can a company be included even if it scores low on one of those components?

(d) Describe the subadviser’s ongoing ESG review process to ensure existing holdings continue to meet appropriate ESG criteria.

(e) Describe how the subadviser’s ESG screens will achieve the Fund’s investment objective.

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 Response: A marked version of the Fund’s principal investment strategies is included
as Appendix A. The subadviser employs an ESG analysis and assigns a proprietary ESG rating to determine whether a security meets the subadviser’s ESG criteria. In addition, certain types of companies are excluded from the investment universe.
Companies in the tobacco and coal industries are excluded, and companies earning a significant portion of their revenue (in general, approximately 10-15% or more) from controversial arms (e.g., nuclear,
chemical and biological weapons; cluster munitions and anti-personnel landmines) or gambling are also excluded. With respect to individual ESG considerations, such considerations are dependent on the company and/or sector. Certain ESG considerations
are not relevant to all companies and/or sectors, and thus the weighting of the E, S and G components is dependent on the company and/or sector. The sector analyst determines which ESG issues are important for their particular sector. As an example,
supply chain monitoring standards would be relevant to the consumer sector, but less relevant to other sectors. The list of ESG considerations included in the prospectus is intended to be illustrative of the different types of ESG considerations
that may be considered, but each item would not necessarily be relevant for each particular company or sector. To the extent that there is a material/substantial issue with any one of the E, S or G components with respect to a company, such company
will be assigned a “B” rating and not be included. Further, the subadivser believes that the inclusion of ESG considerations in the security selection process can be a source of both alpha and a risk control and, therefore, better enable
the Fund to achieve its investment objective.

 4.    Comment: The principal investment strategies section states that the
“subadviser will exercise judgment to determine ESG best practices based on its over thirty-year history managing ESG investment strategies through an established proprietary process.” Please confirm the accuracy of this statement and
provide the basis for the statement that the subadviser has an over thirty year history managing ESG investment strategies through an established proprietary process.

Response: The Trust confirms the accuracy of this statement. One of the subadviser’s hallmarks is its ESG investment program,
which integrates ESG principles, active company engagement and shareholder advocacy across the majority of its investment platform. The subadviser has a long history of managing ESG mandates. The subadviser’s predecessor firm opened its first
ESG account in 1975 and, in 1987, established a structured social investment program. Since that time, the subadviser’s ESG investment approach has remained consistent in its basic tenets of integrating material, sector specific ESG factors
into the research and stock-selection process but has continually evolved and grown.

 5.    Comment: The principal investment
strategies section states that “[i]t is also the subadviser’s intention to engage and encourage management to improve in certain ESG areas identified by the subadviser through the sector analysts’ lead engagement.” Please clarify
how the subadviser will engage and encourage management to improve in ESG areas. If the portfolio managers rely solely on proxy voting for this purpose, please so state. If not, please summarize in the Item 4 section the other forms of engagement
the subadviser will undertake.

 Response: A marked version of the Fund’s principal investment strategies that describes the
forms of engagement the subadviser undertakes is included as Appendix A.

 6.    Comment: The Item 9 principal investment
strategies section states that the Fund may “invest in companies that the subadviser believes are making substantial progress toward becoming a leader in ESG polices.” Please explain how the subadviser determines that a company is a leader
in ESG policies and clarify what constitutes making substantial progress towards becoming one. Is the evaluation based on data provided by third party ESG data providers? If so, specifically identify those data providers and explain how their data
is incorporated into the subadviser’s analysis.

 Response: A marked version of the Fund’s principal investment strategies
is included as Appendix A. The primary source of ESG information is derived from the subadviser’s research analysts

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and portfolio managers. The subadviser also uses a variety of third-party research services on specific issues, such as environmental management systems, corporate governance ratings,
sweatshop/union/labor practices, workplace and retention practices and EPA data, among others. The subadviser does not rely on any one third-party source to conduct its ESG research and analysis, and views third-party research providers as
supplementary to the subadviser’s own proprietary research and analysis. The Trust will add disclosure about the use of such third-party research providers to supplement the sub-adviser’s own
proprietary research and analysis but respectfully declines to identify specific data providers in the registration statement based on the subadviser’s use of such information.

7.    Comment: The Item 9 principal investment strategies section states that “[t]he ESG evaluation is integrated into a
thorough assessment of investment worthiness based on financial criteria as well as ESG considerations including …” What is the interplay between financial criteria and ESG considerations when making investment decisions?

Response: A marked version of the Fund’s principal investment strategies is included as Appendix A. The subadviser actively
integrates criteria inclusive of ESG issues into the portfolio construction of the Fund. The subadviser utilizes an integrated approach that does not segment the investment process into distinct financial and ESG components, rather financial
criteria and ESG factors are considered throughout the investment process. Specifically, the subadviser’s proprietary ESG evaluation process is integrated with fundamental research into stock selection as part of a bottom-up approach to investing. Research analysts integrate ESG factors during analysis at the company-level, and work directly with the portfolio management team to integrate the ESG factors into the strategy. The
subadviser employs an ESG analysis and assigns a proprietary ESG rating to each company under consideration for investment. Companies with an ESG rating of “B” are considered univestable. Thus, companies that are selected for inclusion in
the Fund’s portfolio meet both the financial and ESG criteria that are part of the subadviser’s security selection process, with companies being weighted according to the portfolio management team’s highest-conviction ideas with
adjustments to position sizes in order to manage portfolio risk.

 8.    Comment: The seventh paragraph under the Item 9
principal investment strategies section begins with the following: “The portfolio managers construct a portfolio of companies along the spectrum of growth rates and valuations, assigning weights accordingly to the team’s highest-conviction
ideas, and adjusting position sizes to manage portfolio risk.” Please revise this paragraph to explain the key ESG concepts and strategies in plain English. Consider using examples to explain the guiding principles upon which the rating scores
and investment decisions are based.

 Response: A marked version of the Fund’s principal investment strategies is included as
Appendix A.

 9.    Comment: The Item 9 principal investment strategies section states that the “portfolio managers are
guided by the ClearBridge Proxy Voting Policies and Procedures, which include proxy guidelines for traditional governance, environmental and social proposals.” Please clarify if the portfolio managers have discretion to vote outside the
prescribed terms of those Proxy Voting Policies and Procedures.

 Response:    A marked version of the
Fund’s principal investment strategies is included as Appendix A. The Trust further notes that a complete copy of the Clearbridge Proxy Voting Policies and Procedures (the “Proxy Voting Procedures”) is included as Appendix A to the
statement of additional information. As stated in the prospectus, “Proxy voting is a vital part of the management role. The portfolio managers are guided by the ClearBridge Proxy Voting Policies and Procedures, which include proxy guidelines
for traditional governance, environmental and social proposals. In addition, the portfolio managers generally support shareholder proposals that promote good governance, greater corporate transparency, accountability and ethical practices.”

 4

 As a general matter, as stated in the Proxy Voting Procedures, the subadviser is guided by general fiduciary
principles in voting proxies. The subadviser’s goal is to act prudently, solely in the best interest of the shareholders of the Fund. The subadviser attempts to provide for the consideration of all factors that could affect the value of the
investment and votes proxies in the manner that the subadviser believes will be consistent with efforts to maximize shareholder values. When considering environmental and social proposals, the subadviser has an obligation to vote proxies in the best
interest of its clients, considering both shareholder value as well as societal impact. The subadviser has discretion to vote contrary to the stated positions/guidelines in the Proxy Voting Procedures if the subadviser determines that doing so is in
the best interests of the Fund’s shareholders consistent with its fiduciary duties. For example, the subadviser supports shareholder proposals that it believes are reasonable and not unduly constraining on management and the intended outcome is
consistent with long-term value creation, but does not support proposals that it believes would result in over-reaching into the basic business decisions of the issuer or the intended outcome is inconsistent with long-term value creation.

10.    Comment: The Item 9 principal investment strategies section states that the “portfolio managers generally support
shareholder proposals that promote good governance, greater corporate transparency, accountability and ethical practices.” Please remove the word “generally” from this sentence or explain the circumstances when the portfolio managers
can vote against such shareholder proposals.

 Response: See the response to Comment # 9 above. The Trust respectfully declines to
remove the word “generally.”

 11.    Comment: In the Item 9 section, under the heading titled “Selection
process,” please explain each of the bullet point ESG factors in greater detail. For example, if a particular ESG factor is based on data provided by a third party ESG data provider, please consider specifying that.

Response: A marked version of the Fund’s principal investment strategies is included as Appendix A. As noted above, the subadviser
does not rely on any one third-party source to conduct its ESG research and analysis, and