WBIY / Absolute Shares Trust - WBI Power Factor High Dividend ETF - SEC Filings, Annual Report, Proxy Statement

Absolute Shares Trust - WBI Power Factor High Dividend ETF
US ˙ ARCA

Basic Stats
LEI 5493005LD0D8EHH9CD08
CIK 1591939
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Absolute Shares Trust - WBI Power Factor High Dividend ETF
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
December 6, 2022 CORRESP

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Absolute Shares Trust c/o Millington Securities, Inc. 331 Newman Springs Rd Suite 143 Red Bank, New Jersey 07701 December 6, 2022 VIA EDGAR TRANSMISSION Ms. Mindy Rotter U.S. Securities and Exchange Commission (the “Commission”) Division of Investment Management 100 Pearl Street, Suite 20-100 New York, NY 10004-2616 Re: Absolute Shares Trust (the “Trust”) File Nos. 333-192733 and 811-22917 Dear Ms

October 14, 2022 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 25, 2022, pursuant to the provisions of Rule 12d2-2 (a).

October 14, 2022 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 25, 2022, pursuant to the provisions of Rule 12d2-2 (a).

November 22, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

HTML WBI BullBear Global Income ETF Schedule of Investments September 30, 2021 (Unaudited) Shares Security Description Value EXCHANGE TRADED FUNDS - 99.

November 22, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

HTML WBI BullBear Yield 3000 ETF Schedule of Investments September 30, 2021 (Unaudited) Shares Security Description Value COMMON STOCKS - 93.

November 22, 2021 NPORT-EX

Notes to Schedules of Investments

HTML Notes to Schedules of Investments September 30, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 22, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Trend Switch US 3000 Total Return ETF Schedule of Investments September 30, 2021 (Unaudited) Shares Security Description Value EXCHANGE TRADED FUNDS - 99.

November 22, 2021 NPORT-EX

Notes to Schedules of Investments

HTML Notes to Schedules of Investments September 30, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 22, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Value 3000 ETF Schedule of Investments September 30, 2021 (Unaudited) Shares Security Description Value COMMON STOCKS - 93.

November 22, 2021 NPORT-EX

Notes to Schedules of Investments

HTML Notes to Schedules of Investments September 30, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 22, 2021 NPORT-EX

Notes to Schedules of Investments

Notes to Schedules of Investments September 30, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 22, 2021 NPORT-EX

Notes to Schedules of Investments

Notes to Schedules of Investments September 30, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 22, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Quality 3000 ETF Schedule of Investments September 30, 2021 (Unaudited) Shares Security Description Value COMMON STOCKS - 83.

November 22, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

HTML WBI Power Factor High Dividend ETF Schedule of Investments September 30, 2021 (Unaudited) Shares Security Description Value COMMON STOCKS - 99.

November 22, 2021 NPORT-EX

Notes to Schedules of Investments

HTML Notes to Schedules of Investments September 30, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

May 21, 2021 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 01, 2021, pursuant to the provisions of Rule 12d2-2 (a).

May 21, 2021 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 01, 2021, pursuant to the provisions of Rule 12d2-2 (a).

May 17, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Trend Switch US Total Return ETF Schedule of Investments March 31, 2021 (Unaudited) Shares Security Description Value EXCHANGE TRADED FUNDS - 99.

May 17, 2021 NPORT-EX

Notes to Schedules of Investments

Notes to Schedules of Investments March 31, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

May 17, 2021 NPORT-EX

Notes to Schedules of Investments

HTML Notes to Schedules of Investments March 31, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

May 17, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Global Income ETF Schedule of Investments March 31, 2021 (Unaudited) Shares Security Description Value EXCHANGE TRADED FUNDS - 99.

May 17, 2021 NPORT-EX

Notes to Schedules of Investments

Notes to Schedules of Investments March 31, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

May 17, 2021 NPORT-EX

Notes to Schedules of Investments

Notes to Schedules of Investments March 31, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

May 17, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Yield 3000 ETF Schedule of Investments March 31, 2021 (Unaudited) Shares Security Description Value COMMON STOCKS - 93.

May 17, 2021 NPORT-EX

Notes to Schedules of Investments

Notes to Schedules of Investments March 31, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

May 17, 2021 NPORT-EX

Notes to Schedules of Investments

HTML Notes to Schedules of Investments March 31, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

May 17, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

HTML WBI Power Factor High Dividend ETF Schedule of Investments March 31, 2021 (Unaudited) Shares Security Description Value COMMON STOCKS - 98.

May 17, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Value 3000 ETF Schedule of Investments March 31, 2021 (Unaudited) Shares Security Description Value COMMON STOCKS - 97.

May 17, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Trend Switch US 3000 Total Return ETF Schedule of Investments March 31, 2021 (Unaudited) Shares Security Description Value EXCHANGE TRADED FUNDS - 99.

May 17, 2021 NPORT-EX

Notes to Schedules of Investments

Notes to Schedules of Investments March 31, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

May 17, 2021 NPORT-EX

Notes to Schedules of Investments

Notes to Schedules of Investments March 31, 2021 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

May 17, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Rising Income 3000 ETF Schedule of Investments March 31, 2021 (Unaudited) Shares Security Description Value COMMON STOCKS - 96.

May 17, 2021 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

HTML WBI BullBear Quality 3000 ETF Schedule of Investments March 31, 2021 (Unaudited) Shares Security Description Value COMMON STOCKS - 93.

November 25, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

Form 8-K WBI BullBear Yield 3000 ETF Schedule of Investments September 30, 2020 (Unaudited) Shares Security Description Value COMMON STOCKS - 96.

November 25, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

Form 8-K WBI BullBear Rising Income 3000 ETF Schedule of Investments September 30, 2020 (Unaudited) Shares Security Description Value COMMON STOCKS - 97.

November 25, 2020 NPORT-EX

Notes to Schedules of Investments

Form 8-K Notes to Schedules of Investments September 30, 2019 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 25, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

Form 8-K WBI BullBear Trend Switch US Total Return ETF Schedule of Investments September 30, 2020 (Unaudited) Shares Security Description Value EXCHANGE TRADED FUNDS - 97.

November 25, 2020 NPORT-EX

Notes to Schedules of Investments

Form 8-K Notes to Schedules of Investments September 30, 2019 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 25, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

Form 8-K WBI BullBear Value 3000 ETF Schedule of Investments September 30, 2020 (Unaudited) Shares Security Description Value COMMON STOCKS - 90.

November 25, 2020 NPORT-EX

Notes to Schedules of Investments

Form 8-K Notes to Schedules of Investments September 30, 2019 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 25, 2020 NPORT-EX

Notes to Schedules of Investments

Form 8-K Notes to Schedules of Investments September 30, 2019 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 25, 2020 NPORT-EX

Notes to Schedules of Investments

Form 8-K Notes to Schedules of Investments September 30, 2019 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 25, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

Form 8-K WBI BullBear Trend Switch US 3000 Total Return ETF Schedule of Investments September 30, 2020 (Unaudited) Shares Security Description Value EXCHANGE TRADED FUNDS - 99.

November 25, 2020 NPORT-EX

Notes to Schedules of Investments

Form 8-K Notes to Schedules of Investments September 30, 2019 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 25, 2020 NPORT-EX

Notes to Schedules of Investments

Form 8-K Notes to Schedules of Investments September 30, 2019 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 25, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

Form 8-K WBI Power Factor High Dividend ETF Schedule of Investments September 30, 2020 (Unaudited) Shares Security Description Value COMMON STOCKS - 98.

November 25, 2020 NPORT-EX

Notes to Schedules of Investments

Form 8-K Notes to Schedules of Investments September 30, 2019 (Unaudited) NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A.

November 25, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

Form 8-K WBI BullBear Quality 3000 ETF Schedule of Investments September 30, 2020 (Unaudited) Shares Security Description Value COMMON STOCKS - 94.

November 25, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

Form 8-K WBI BullBear Global Income ETF Schedule of Investments September 30, 2020 (Unaudited) Shares Security Description Value EXCHANGE TRADED FUNDS - 97.

November 16, 2020 CORRESP

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CORRESP 1 filename1.htm Absolute Shares Trust c/o Millington Securities, Inc. 331 Newman Springs Rd Suite 122 Red Bank, New Jersey 07701 November 16, 2020 VIA EDGAR TRANSMISSION Mr. Dave Manion U.S. Securities and Exchange Commission (the “Commission”) Division of Investment Management 100 F Street NE Washington, DC 20549 Re: Absolute Shares Trust (the “Trust”) File Nos. 333-192733 and 811-22917 D

May 27, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Trend Switch US Total Return ETF Schedule of Investments March 31, 2020 (Unaudited) Shares Security Description Value EXCHANGE TRADED FUNDS - 96.

May 27, 2020 NPORT-EX

Level 1

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A. Valuation: All equity securities, including domestic common stocks, preferred stocks, real estate investment trusts, exchange-traded funds and exchange-traded notes, that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market® and Nasdaq Capital Market® (collectively “Nasdaq”) are value

May 27, 2020 NPORT-EX

Level 1

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A. Valuation: All equity securities, including domestic common stocks, preferred stocks, real estate investment trusts, exchange-traded funds and exchange-traded notes, that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market® and Nasdaq Capital Market® (collectively “Nasdaq”) are value

May 27, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Rising Income 3000 ETF Schedule of Investments March 31, 2020 (Unaudited) Shares Security Description Value COMMON STOCKS - 10.

May 27, 2020 NPORT-EX

Level 1

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A. Valuation: All equity securities, including domestic common stocks, preferred stocks, real estate investment trusts, exchange-traded funds and exchange-traded notes, that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market® and Nasdaq Capital Market® (collectively “Nasdaq”) are value

May 27, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Global Income ETF Schedule of Investments March 31, 2020 (Unaudited) Shares Security Description Value EXCHANGE TRADED FUNDS - 97.

May 27, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Yield 3000 ETF Schedule of Investments March 31, 2020 (Unaudited) Shares Security Description Value COMMON STOCKS - 10.

May 27, 2020 NPORT-EX

Level 1

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A. Valuation: All equity securities, including domestic common stocks, preferred stocks, real estate investment trusts, exchange-traded funds and exchange-traded notes, that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market® and Nasdaq Capital Market® (collectively “Nasdaq”) are value

May 27, 2020 NPORT-EX

Level 1

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A. Valuation: All equity securities, including domestic common stocks, preferred stocks, real estate investment trusts, exchange-traded funds and exchange-traded notes, that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market® and Nasdaq Capital Market® (collectively “Nasdaq”) are value

May 27, 2020 NPORT-EX

Level 1

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A. Valuation: All equity securities, including domestic common stocks, preferred stocks, real estate investment trusts, exchange-traded funds and exchange-traded notes, that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market® and Nasdaq Capital Market® (collectively “Nasdaq”) are value

May 27, 2020 NPORT-EX

Level 1

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A. Valuation: All equity securities, including domestic common stocks, preferred stocks, real estate investment trusts, exchange-traded funds and exchange-traded notes, that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market® and Nasdaq Capital Market® (collectively “Nasdaq”) are value

May 27, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Trend Switch US 3000 Total Return ETF Schedule of Investments March 31, 2020 (Unaudited) Shares Security Description Value EXCHANGE TRADED FUNDS - 97.

May 27, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI Power Factor High Dividend ETF Schedule of Investments March 31, 2020 (Unaudited) Shares Security Description Value COMMON STOCKS - 97.

May 27, 2020 NPORT-EX

Level 1

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES A. Valuation: All equity securities, including domestic common stocks, preferred stocks, real estate investment trusts, exchange-traded funds and exchange-traded notes, that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market® and Nasdaq Capital Market® (collectively “Nasdaq”) are value

May 27, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Quality 3000 ETF Schedule of Investments March 31, 2020 (Unaudited) Shares Security Description Value COMMON STOCKS - 10.

May 27, 2020 NPORT-EX

The accompanying notes are an integral part of these schedules of investments.

WBI BullBear Value 3000 ETF Schedule of Investments March 31, 2020 (Unaudited) Shares Security Description Value COMMON STOCKS - 10.

November 29, 2019 EX-99.CERT

I, Don Schreiber Jr. certify that:

CERTIFICATION I, Don Schreiber Jr. certify that: 1. I have reviewed this report on Form N-Q of Absolute Shares Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period cove

November 29, 2019 N-Q

WBIA / WBI BullBear Rising Income 2000 ETF N-Q - Quarterly Schedule of Portfolio Holdings - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of registrant as specified in charter) Millington Securities, Inc. 331 Newman Springs Rd Suite 122 Red Bank, New Jersey 07701 (Address of principal execut

October 28, 2019 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 08, 2019, pursuant to the provisions of Rule 12d2-2 (a).

October 28, 2019 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 08, 2019, pursuant to the provisions of Rule 12d2-2 (a).

October 28, 2019 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 08, 2019, pursuant to the provisions of Rule 12d2-2 (a).

October 28, 2019 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 08, 2019, pursuant to the provisions of Rule 12d2-2 (a).

October 4, 2019 N-14/A

Absolute Shares Trust N-14/A - - WBI ETFS N-14/A

As filed with the Securities and Exchange Commission on October 4, 2019 1933 Act Registration File No.

October 4, 2019 EX-14

Consent of Independent Registered Public Accounting Firm

KPMG New Jersey Headquarters 51 John F. Kennedy Parkway Short Hills, NJ 07078-2702 Consent of Independent Registered Public Accounting Firm The Board of Trustees of the Absolute Shares Trust: We consent to the use in the Registration Statement on Form N-14 of our report, dated August 29, 2019, relating to the financial statements of Absolute Shares Trust, incorporated by reference herein in this R

October 4, 2019 COVER

October 4, 2019

October 4, 2019 Peter J. Shea [email protected] T+1.212.536.3988 F+1.212.536.3901 VIA EDGAR Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Absolute Shares Trust Registration Nos: 333-192733 and No. 811-22917 Filing of 485(a)(1) Amendment Dear Ladies and Gentlemen: On behalf of our client, Absolute Shares Trust (the “Trust” or

October 2, 2019 EX-14

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Trustees of the Absolute Shares Trust: We consent to the use in the Registration Statement on Form N-14 of our report, dated August 24, 2018, relating to the financial statements of Absolute Shares Trust, incorporated by reference herein in this Registration Statement, and to the references to our firm under the headings “Financial Highlights”, “Independent Auditors” and “Experts” in Form N-14.

October 2, 2019 N-14/A

Absolute Shares Trust N-14/A - - WBI FUNDS N-14

As filed with the Securities and Exchange Commission on October 2, 2019 1933 Act Registration File No.

September 30, 2019 CORRESP

WBIA / WBI BullBear Rising Income 2000 ETF CORRESP - -

U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 September 30, 2019 VIA EDGAR TRANSMISSION Ms. Christina Fettig Mr. Ray Be U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 RE: Absolute Shares Trust (the “Trust”) Registration Statement on Form N-14 (File No. 333-233312) Dear Ms. Fettig and Mr. Be, This cor

September 27, 2019 CORRESP

WBIA / WBI BullBear Rising Income 2000 ETF CORRESP - -

Absolute Shares Trust c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 September 27, 2019 VIA EDGAR TRANSMISSION Ms. Christina Fettig Mr. Ray Be U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 RE: Absolute Shares Trust (the “Trust”) Registration Statement on Form N-14 (File No. 333-233312) Dear Ms. F

September 13, 2019 DEL AM

Absolute Shares Trust DEL AM - - WBI FUNDS DEL AM

DEL AM 1 n-14delamletter.htm WBI FUNDS DEL AM Absolute Shares Trust c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 September 13, 2019 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Delaying Amendment for Absolute Shares Trust (the “Trust”) Registration Statement

August 16, 2019 EX-11

Absolute Shares Trust WBI BullBear Rising Income 1000 ETF WBI BullBear Value 1000 ETF WBI BullBear Yield 1000 ETF WBI BullBear Quality 1000 ETF

August 13, 2019 Absolute Shares Trust 331 Newman Springs Road, Suite 122 Red Bank, New Jersey 07701 Absolute Shares Trust WBI BullBear Rising Income 1000 ETF WBI BullBear Value 1000 ETF WBI BullBear Yield 1000 ETF WBI BullBear Quality 1000 ETF Ladies and Gentlemen: We have acted as counsel to Absolute Shares Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”), in

August 16, 2019 N-14

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. [ ] Post-Effective Amendment No. [ ] ABSOLUTE SHARES TRUST (Exact Name of Registrant as S

As filed with the Securities and Exchange Commission on August 15, 2019 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. [ ] Post-Effective Amendment No. [ ] ABSOLUTE SHARES TRUST (Exact Name of Registrant as Specified in Charter) Millington Securities, Inc. 331 Newman Springs Road, Suit

August 16, 2019 COVER

U.S. Bank Global Fund Services

U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 August 15, 2019 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 RE: Absolute Shares Trust (the “Trust”) Securities Act Registration No: 333-192733 Investment Company Act Registration No: 811-22917 Dear Sir or Madam: On behalf of the

August 16, 2019 EX-14

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Trustees of the Absolute Shares Trust: We consent to the use in the Registration Statement on Form N-14 of our report, dated August 24, 2018, relating to the financial statements of Absolute Shares Trust, incorporated by reference herein in this Registration Statement, and to the references to our firm under the headings “Financial Highlights”,“Independent Auditors” and “Experts” in Form N-14.

July 11, 2019 8-A12B

Absolute Shares Trust 8-A12B - - WBI 8-A12B

As filed with the Securities and Exchange Commission on July 11, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 28, 2019 8-A12B

Absolute Shares Trust 8-A12B - - REGISTRATION OF CERTAIN CLASSES OF SECURITIES

8-A12B 1 wbi-absolute8a12b.htm REGISTRATION OF CERTAIN CLASSES OF SECURITIES As filed with the Securities and Exchange Commission on May 28, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURTIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Absolute Shares Trust (Exact name of registrant as s

May 20, 2019 CORRESP

-

May 20, 2019 Via EDGAR Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E Washington, DC 20549 Absolute Shares Trust Registration Nos: 333-192733 and No. 811-22917 Response to Oral Comments Dear Ladies and Gentlemen: On behalf of our client, Absolute Shares Trust (the “Trust”), we are submitting this correspondence to the Securities and Exchange Commission

May 16, 2019 N-Q

Absolute Shares Trust N-Q Quarterly Schedule of Portfolio Holdings QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

N-Q 1 wbi-absolutenq.htm QUARTERLY NOTICE OF PORTFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of registrant as specified in charter) Millington Securities, Inc. 331 Newman Springs Rd S

May 16, 2019 EX-99.CERT

I Don Schreiber Jr. certify that:

CERTIFICATION I Don Schreiber Jr. certify that: 1. I have reviewed this report on Form N-Q of Absolute Shares Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period cover

March 13, 2019 COVER

U.S. Bancorp Fund Services, LLC

U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202 March 13, 2019 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 RE: Absolute Shares Trust (the “Trust”) Securities Act Registration No: 333-192733 Investment Company Act Registration No: 811-22917 Dear Sir or Madam: Pursuant

February 22, 2019 CORRESP

Absolute Shares Trust

February 22, 2019 Via EDGAR United States Securities and Exchange Commission Washington, DC 20549 Absolute Shares Trust File No.

November 28, 2018 N-Q

Absolute Shares Trust QUARTERLY NOTICE OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

N-Q 1 wbi-astnq.htm QUARTERLY NOTICE OF PORTFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of registrant as specified in charter) Millington Securities, Inc. 331 Newman Springs Rd Suite

November 28, 2018 EX-99.CERT

I Don Schreiber Jr. certify that:

Exhibit 99.CERT CERTIFICATION I Don Schreiber Jr. certify that: 1. I have reviewed this report on Form N-Q of Absolute Shares Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to

May 15, 2018 N-Q

Absolute Shares Trust QUARTERLY NOTICE OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of registrant as specified in charter) Millington Securities, Inc. 331 Newman Springs Rd Suite 122 Red Bank, New Jersey 07701 (Address of principal execut

May 15, 2018 EX-99.CERT

I Don Schreiber Jr. certify that:

CERTIFICATION I Don Schreiber Jr. certify that: 1. I have reviewed this report on Form N-Q of Absolute Shares Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period cover

November 28, 2017 N-Q

Absolute Shares Trust - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of registrant as specified in charter) Millington Securities, Inc. 331 Newman Springs Rd Suite 122 Red Bank, New Jersey 07701 (Address of principal execut

November 28, 2017 EX-99.CERT

I Don Schreiber Jr. certify that:

CERTIFICATION I Don Schreiber Jr. certify that: 1. I have reviewed this report on Form N-Q of Absolute Shares Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period cover

September 29, 2017 24F-2NT/A

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0456 Expires: March 31, 2018 FORM 24F-2 Estimated average burden Annual Notice of Securities Sold hours per response??2 Pursuant to Rule 24f-2 Read instructions at end of Form before preparing Form. 1. Name and address of issuer: WBI Absolute Shares Trust 331 Newman Springs Rd, Suite 122 Red Bank,

August 28, 2017 EX-99.77B ACCT LTTR

EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Trustees of Absolute Shares Trust: In planning and performing our audit of the financial statements of Absolute Shares Trust (the "Trust") as of and for the year ended June 30, 2017, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Trust's int

May 18, 2017 EX-99.CERT

I Don Schreiber Jr. certify that:

Exhibit 99.CERT CERTIFICATION I Don Schreiber Jr. certify that: 1. I have reviewed this report on Form N-Q of Absolute Shares Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to

May 18, 2017 N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of registrant as specified in charter) Millington Securities, Inc. 331 Newman Springs Rd Suite 122 Red Bank, New Jersey 07701 (Address of principal execut

November 29, 2016 N-Q

Absolute Shares Trust - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

N-Q 1 absoluten-q.htm QUARTERLY NOTICE OF PORTFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of registrant as specified in charter) Millington Securities, Inc. 331 Newman Springs Rd Suit

November 29, 2016 EX-99.CERT

I Don Schreiber Jr. certify that:

CERTIFICATION I Don Schreiber Jr. certify that: 1. I have reviewed this report on Form N-Q of Absolute Shares Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period cover

November 29, 2016 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURTIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Absolute Shares Trust (Exact name of registrant

8-A12B 1 wbi8-a12b.htm REGISTRATION OF CERTAIN CLASSES As filed with the Securities and Exchange Commission on November 29, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURTIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Absolute Shares Trust (Exact name of registrant as specified in its c

November 23, 2016 CORRESP

November 23, 2016

K&L GATES LLP 1601 K STREET, N.W. WASHINGTON, DC 20006 T +1 202 778 9000 F +1 202 778 9100 klgates.com November 23, 2016 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Absolute Shares Trust File Nos. 333-192733; 811-22917 Post-Effective Amendment No. 12 Ladies and Gentlemen: We have acted as counsel to Absolute Shares Trust (the ?Trust?) in connection with the

November 23, 2016 COVER

K&L GATES LLP

K&L GATES LLP 1601 K STREET, N.W. WASHINGTON, DC 20006 T +1 202 778 9000 F +1 202 778 9100 klgates.com November 23, 2016 EDGAR FILING U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Absolute Shares Trust File Nos. 333-192733 and 811-2291 Post-Effective Amendment No. 12 Ladies and Gentlemen: Pursuant to Section 8(c) of the Securities Act of 1933, as amended (the

October 24, 2016 CORRESP

Absolute Shares Trust Registration Nos.: 333-192733 and 811-22917 Post-Effective Amendment No. 10 Response to Oral Comments

CORRESP 1 filename1.htm Peter J. Shea [email protected] T +1 212 536 3988 October 24, 2016 Via EDGAR United States Securities and Exchange Commission Washington, DC 20549 Absolute Shares Trust Registration Nos.: 333-192733 and 811-22917 Post-Effective Amendment No. 10 Response to Oral Comments Dear Ladies and Gentlemen: On behalf of our client, Absolute Shares Trust (the “Trust”), and togethe

September 9, 2016 COVER

September 9, 2016

K&L GATES LLP 599 LEXINGTON AVENUE NEW YORK, NY 10022 T +1 212 536 3900 F +1 212 536 3901 klgates.

August 29, 2016 EX-99.77B ACCT LTTR

EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Trustees of Absolute Shares Trust In planning and performing our audit of the financial statements of Absolute Shares Trust (the "Trust") as of and for the year ended June 30, 2016, in accordance with the standards of the Public Fund Accounting Oversight Board (United States), we considered the Trust's interna

August 29, 2016 EX-99.77B ACCT LTTR

EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Trustees of Absolute Shares Trust In planning and performing our audit of the financial statements of Absolute Shares Trust (the "Trust") as of and for the year ended June 30, 2016, in accordance with the standards of the Public Fund Accounting Oversight Board (United States), we considered the Trust's interna

July 20, 2016 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURTIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Absolute Shares Trust (Exact name of registrant

8-A12B 1 absolute8-a12b.htm NOTIFICATION OF REGISTRATION As filed with the Securities and Exchange Commission on July 20, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURTIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Absolute Shares Trust (Exact name of registrant as specified in its cha

May 25, 2016 N-Q

Absolute Shares Trust - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

N-Q 1 wbin-q.htm QUARTERLY NOTICE OF PORTFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of registrant as specified in charter) 331 NEWMAN SPRINGS ROAD, SUITE 122 RED BANK, NJ 07701 (Addr

May 25, 2016 EX-99.CERT

I Don Schreiber Jr. certify that:

CERTIFICATION I Don Schreiber Jr. certify that: 1. I have reviewed this report on Form N-Q of Absolute Shares Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period cover

November 27, 2015 EX-99.CERT

I Don Schreiber Jr. certify that:

CERTIFICATION I Don Schreiber Jr. certify that: 1. I have reviewed this report on Form N-Q of Absolute Shares Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period cover

November 27, 2015 N-Q

Absolute Shares Trust - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

N-Q 1 wbin-q.htm QUARTERLY NOTICE OF PORTFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of registrant as specified in charter) 331 NEWMAN SPRINGS ROAD, SUITE 122 RED BANK, NJ 07701 (Addr

October 27, 2015 CORRESP

Absolute Shares Trust Registration Nos.: 333-192733 and 811-22917 Post-Effective Amendment No. 4 Response to Oral Comments

575 Madison Avenue New York, NY 10022-2585 212.940.8800 tel 212.940.8776 fax Peter J. Shea [email protected] 212.940.6447 direct 704.344.3195 fax October 27, 2015 VIA EDGAR Securities and Exchange Commission Washington, D.C. 20549 Absolute Shares Trust Registration Nos.: 333-192733 and 811-22917 Post-Effective Amendment No. 4 Response to Oral Comments Dear Ladies and Gentlemen: On behalf of

October 14, 2015 CORRESP

Absolute Shares Trust Registration Nos.: 333-192733 and 811-22917 Post-Effective Amendment No. 5 Response to Oral Comments

CORRESP 1 filename1.htm 575 Madison Avenue New York, NY 10022-2585 212.940.8800 tel 212.940.8776 fax Peter J. Shea [email protected] 212.940.6447 direct 704.344.3195 fax October 14, 2015 VIA EDGAR Securities and Exchange Commission Washington, D.C. 20549 Absolute Shares Trust Registration Nos.: 333-192733 and 811-22917 Post-Effective Amendment No. 5 Response to Oral Comments Dear Ladies and

August 28, 2015 EX-99.77B ACCT LTTR

EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Trustees of Absolute Shares Trust In planning and performing our audit of the financial statements of Absolute Shares Trust (the "Trust") as of June 30, 2015 and for the period August 25, 2014 (commencement of operations) through June 30, 2015, in accordance with the standards of the Public Company Accounting

August 24, 2015 COVER

Re: Absolute Shares Trust (the “Trust”)

Absolute Shares Trust c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202 August 24, 2015 FILED VIA EDGAR U.S. Securities and Exchange Commission (the “Commission”) Division of Investment Management 100 F Street NE Washington, DC 20549 Re: Absolute Shares Trust (the “Trust”) File Nos.: 333-192733 and 811-22917 Dear Sir or Madam: Pursuant to Rule 485(a)(2) of the Securi

August 21, 2015 COVER

Absolute Shares Trust

Absolute Shares Trust c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202 August 21, 2015 FILED VIA EDGAR U.S. Securities and Exchange Commission (the “Commission”) Division of Investment Management 100 F Street NE Washington, DC 20549 Re: Absolute Shares Trust (the “Trust”) File Nos.: 333-192733 and 811-22917 Dear Sir or Madam: Pursuant to Rule 485(a)(1) of the Securi

May 29, 2015 EX-99.CERT

(a)

CERTIFICATION I Don Schreiber Jr. certify that: 1. I have reviewed this report on Form N-Q of Trust for Professional Managers; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the pe

May 29, 2015 N-Q

Absolute Shares Trust - QUARTERLY NOTICE OF PORFOLIO HOLDINGS

N-Q 1 wbin-q.htm QUARTERLY NOTICE OF PORFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of registrant as specified in charter) 331 NEWMAN SPRINGS ROAD, SUITE 122 RED BANK, NJ 07701 (Addre

November 28, 2014 N-Q

Absolute Shares Trust - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-22917 Absolute Shares Trust (Exact name of registrant as specified in charter) 331 NEWMAN SPRINGS ROAD, SUITE 122 RED BANK, NJ 07701 (Address of principal executive offices) (Zip code) DON SCHRE

November 28, 2014 EX-99.CERT

I Don Schreiber Jr. certify that:

Exhibit 99.CERT CERTIFICATION I Don Schreiber Jr. certify that: 1. I have reviewed this report on Form N-Q of Absolute Shares Trust 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to t

August 26, 2014 8-A12B

WBIA / WBI BullBear Rising Income 2000 ETF 8-A12B - - FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 Absolute Shares Trust (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (see next page) (State of incorporation or organization) (IRS Employer Identification No.

August 14, 2014 CORRESP

WBIA / WBI BullBear Rising Income 2000 ETF CORRESP - -

August 14, 2014 VIA EDGAR Securities and Exchange Commission Washington, D.C. 20549 Re: Request for Acceleration of Effectiveness of Registration Statement on Form N-1A, Pre-Effective Amendment No. 3 (File Nos. 333- 192733 and 811-22917) Dear Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Foreside Fund Services, LLC (the “Distributor”) hereby r

August 14, 2014 CORRESP

WBIA / WBI BullBear Rising Income 2000 ETF CORRESP - -

August 14, 2014 VIA EDGAR Securities and Exchange Commission Washington, D.C. 20549 Re: Request for Acceleration of Effectiveness of Registration Statement on Form N-1A, Pre-Effective Amendment No. 3 (File Nos. 333-192733 and 811-22917) Dear Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Absolute Shares Trust (the “Trust”) hereby requests that

August 8, 2014 EX-99.(P)(2)

Code of Ethics for the Advisor.

EXHIBIT (p)(2) MILLINGTON SECURITIES, INC. CODE OF ETHICS A. FIDUCIARY DUTY Under the Advisers Act, an investment adviser has a fiduciary duty to its advisory clients. Section 206 of the Advisers Act states that it is unlawful for an investment adviser, using the mails or any means or instrumentality of interstate commerce: 1. to employ any device, scheme or artifice to defraud a client or prospec

August 8, 2014 EX-99.(H)(3)

Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC (“

EXHIBIT 99(h)(3) Execution Copy FUND ACCOUNTING SERVICING AGREEMENT THIS AGREEMENT is made as of this 11th day of June, 2014 by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each Fund (as defined below) and U.

August 8, 2014 EX-99.(H)(2)

Transfer Agency Agreement between the Registrant and U.S. Bancorp Fund Services, LLC (“

EXHIBIT 99(h)(2) Execution Copy TRANSFER AGENT SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of this 11th day of June, 2014, by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each Fund (as defined below), and U.

August 8, 2014 EX-99.(B)

By-Laws of Registrant.

EXHIBIT 99(b) ABSOLUTE SHARES TRUST BYLAWS These Bylaws of Absolute Shares Trust, a Delaware statutory trust (“Trust”), are subject to the Declaration of Trust of the Trust, dated December 5, 2013, as from time to time amended, supplemented or restated (“Trust Agreement”).

August 8, 2014 EX-99.(E)(2)

Form of Authorized Participation Agreement.

EXHIBIT 99(e)(2) FORM OF AUTHORIZED PARTICIPANT AGREEMENT This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and [ ] (the “Participant”) and is subject to acceptance by U.

August 8, 2014 EX-99.(G)

Custody Agreement between the Registrant and U.S. Bank, National Association (“

EXHIBIT 99(g) Execution Copy CUSTODY AGREEMENT THIS AGREEMENT is made and entered into as of this 11th day of June, 2014, by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of the Funds (as defined below), and U.

August 8, 2014 EX-99.(M)

Plan of Distribution Pursuant to Rule 12b-1.

EXHIBIT 99(m) ABSOLUTE SHARES Trust 12b-1 Distribution and Service Plan WHEREAS, Absolute Shares Trust (the “Trust”) is an open-end management investment company registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a series trust; WHEREAS, the Board of Trustees of the Trust (“Trustees”) desires to adopt a plan of distribution pursuant to Rule l

August 8, 2014 EX-99.(P)(3)

Code of Ethics for the Sub-Advisor.

EXHIBIT (p)(3) WBI Investments, Inc. Code of Ethics FIDUCIARY DUTY Under the Advisers Act, an investment adviser has a fiduciary duty to its advisory clients. Section 206 of the Advisers Act states that it is unlawful for an investment adviser, using the mails or any means or instrumentality of interstate commerce: 1. to employ any device, scheme or artifice to defraud a client or prospective clie

August 8, 2014 N-1A/A

WBIA / WBI BullBear Rising Income 2000 ETF N-1A/A - - PRELIMINARY PROSPECTUS

As Filed With the Securities and Exchange Commission on August 8, 2014 Securities Act Registration No.

August 8, 2014 EX-99.(P)(1)

Code of Ethics for the Registrant.

Exhibit(p)(1) Absolute Shares Trust CODE OF ETHICS This Code of Ethics (the “Code”) has been adopted by Absolute Shares Trust (the “Trust”) in compliance with Rule 17j-1 under the Investment Company Act of 1940 (the “Act”) (unless specifically identified, Rule 17j-1 is referred to as the “Rule”).

August 8, 2014 EX-99.(I)

Opinion and Consent of Katten Muchin Rosenman LLP regarding the legality of securities registered with respect to the Registrant.

EXHIBIT 99(i) 575 Madison Avenue New York, NY10022-2585 212.940.8800 tel 212.940.8776 fax www.kattenlaw.com.. Kathleen H. Moriarty [email protected] (212) 940-6304 direct (212) 894-5504 fax August 8, 2014 The Board of Directors of the Absolute Shares Trust 331 Newman Springs Road, Suite 122 Red Bank, New Jersey 07701 Absolute Shares Trust (Registration Nos. 333-192733 and 811-22917)

August 8, 2014 EX-99.(D)(1)

Advisory Agreement between the Registrant and Millington Securities, Inc. (“

EXHIBIT 99(d)(1) INVESTMENT ADVISORY AGREEMENT This Investment Advisory Agreement (“Agreement”) is made and entered into as of August 1, 2014, by and between Absolute Shares Trust, a Delaware statutory trust (“Trust”), on behalf of the funds listed on Appendix A, each a series of shares of the Trust (each, a “Fund” and, collectively, “Funds”), and Millington Securities Inc.

August 8, 2014 EX-99.(D)(3)

Expense Limitation Agreement between the Registrant and the Sub-Advisor.

EXHIBIT 99(d)(3) EXPENSE LIMITATION AGREEMENT ABSOLUTE SHARES TRUST This Agreement is made and entered into effective as of August 1, 2014, by and between the funds listed on Schedule A (each, a “Fund” and, collectively, the “Funds”), each a series of shares of Absolute Shares Trust, a Delaware statutory trust (the “Trust”) and WBI Investments, Inc.

August 8, 2014 EX-99.(H)(4)

Securities Lending Agreement between the Trust and U.S. Bank, National Association.

EXHIBIT 99(h)(4) SECURITIES LENDING AGREEMENT THIS SECURITIES LENDING AGREEMENT (“Agreement”) is made and entered into effective as of the 11th day of June, 2014, by and between U.

August 8, 2014 EX-99.(Q)

Powers of Attorney executed by Jude T. Depko, John A. Flanagan, Andrew Putterman, Don Schreiber, Jr. and Matthew Schreiber.

EXHIBIT 99(q) POWER OF ATTORNEY WITH RESPECT TO ABSOLUTE SHARES TRUST Know all men by these presents that Don Schreiber Jr.

August 8, 2014 CORRESP

WBIA / WBI BullBear Rising Income 2000 ETF CORRESP - -

575 Madison Avenue New York, NY10022-2585 212.940.8800 tel 212.940.8776 fax www.kattenlaw.com Kathleen H. Moriarty [email protected] (212) 940-6304 direct (212) 894-5504 fax VIA EDGAR August 8, 2014 United States Securities and Exchange Commission Washington, D.C. 20549 Attn: Catherine Gordon, Senior Counsel Re: Absolute Shares Trust Pre-Effective Amendment No. 3 to Registration Stat

August 8, 2014 EX-99.(D)(2)

Sub-Advisory Agreement between the Advisor and WBI Investments, Inc. (“

EXHIBIT 99(d)(2) SUB-ADVISORY AGREEMENT This Sub-Advisory Agreement (“Agreement”) entered into as of August 1, 2014, by and between Millington Securities Inc.

August 8, 2014 EX-99.(P)(4)

Code of Ethics for the Distributor.

EXHIBIT 99(p)(4) Code of Ethics Copyright © 2014 Foreside Financial Group, LLC. All material contained herein is confidential and proprietary. Do not reproduce or distribute to any third party without written consent from Foreside. Code of Ethics INTRODUCTION 1 1. STANDARDS OF PROFESSIONAL CONDUCT 2 (a) Fiduciary Duties 2 (b) Compliance with Laws 2 (c) Corporate Culture 2 (d) Professional Miscondu

August 8, 2014 EX-99.(H)(1)

Fund Administration Agreement between the Registrant and U.S. Bancorp Fund Services, LLC (“

EXHIBIT 99(h)(1) Execution Copy FUND ADMINISTRATION SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of the 11th day of June, 2014, by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each Fund (as defined below), and U.

August 8, 2014 EX-99.(E)(1)

DISTRIBUTION AGREEMENT

EXHIBIT 99(e)(1) DISTRIBUTION AGREEMENT This Distribution Agreement (the “Agreement”) is made this 11th day of June 2014, by and between Absolute Shares Trust, a Delaware statutory trust(the “Trust”) having its principal place of business at 331 Newman Springs Road, Suite 122, Red Bank, NJ 07701, on behalf of each of the Funds (as defined below), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

August 8, 2014 EX-99.(A)

”) of Absolute Shares Trust (“

EXHIBIT 99(a) Declaration of Trust Of ABSOLUTE SHARES Trust Table of Contents Page ARTICLE 1 NAME AND DEFINITIONS 1 Section 1.

August 8, 2014 EX-99.(J)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.(J) 15 e59847ex99j.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 99(j) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form N-1A (333-192733 and 811-22917) under the Securities Act of 1933 Pre-Effective Amendment No. 3 and the Investment Company Act of 1940 Amendment No. 3 and related Prospectus of

May 30, 2014 CORRESP

-

CORRESPONDENCE 575 Madison Avenue New York, NY 10022-2585 212.940.8800 tel 212.940.8776 fax www.kattenlaw.com KATHLEEN H. MORIARTY [email protected] VIA EDGAR (212) 940-6304 direct (212) 894-5504 fax May 30, 2014 United States Securities and Exchange Commission Washington, D.C. 20549 Attn: Vincent J. DiStefano, Senior Counsel Re: Absolute Shares Trust Pre-Effective Amendment No. 2 to

May 30, 2014 N-1A/A

- AMENDMENT NO. 2

N-1A/A 1 d683705dn1aa.htm AMENDMENT NO. 2 Table of Contents As Filed With the Securities and Exchange Commission on May 30, 2014 Securities Act Registration No. 333-192733 Investment Company Act Reg. No. 811-22917 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x Pre-Effective Amendment No. 2 x Post-Effective Amendment No.

February 28, 2014 CORRESP

-

575 Madison Avenue New York, NY 10022-2585 212.940.8800 tel 212.940.8776 fax www.kattenlaw.com KATHLEEN H. MORIARTY [email protected] VIA EDGAR (212) 940-6304 direct (212) 894-5504 fax February 28, 2014 United States Securities and Exchange Commission Washington, D.C. 20549 Attn: Vincent J. DiStefano, Senior Counsel Re: Absolute Shares Trust Registration Statement on Form N-1A filed

February 28, 2014 N-1A/A

- N-1A/A

N-1A/A 1 d683705dn1aa.htm N-1A/A Table of Contents As Filed With the Securities and Exchange Commission on February 28, 2014 Securities Act Registration No. 333-192733 Investment Company Act Reg. No. 811-22917 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x Pre-Effective Amendment No. 1 x Post-Effective Amendment No. ¨ a

December 9, 2013 N-1A

- N-1A

Table of Contents As Filed With the Securities and Exchange Commission on December 9, 2013 Securities Act Registration No.

December 9, 2013 N-8A

- N-8A

N-8A 1 d641514dn8a.htm N-8A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act o

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