Report of Independent Registered Public
Accounting Firm

To the Shareholders and
Board of Trustees of
AltShares Trust

In planning and performing our audit of the
financial statements of AltShares Trust
("the Trust") as of May 31, 2020 and for the
period May 7, 2020 (commencement of
operations) through May 31, 2020, in
accordance with the standards of the Public
Company Accounting Oversight Board
(United States), we considered the Trust's
internal control over financial reporting,
including controls over safeguarding
securities, as a basis for designing our
auditing procedures for the purpose of
expressing our opinion on the financial
statements and to comply with the
requirements of Form N-CEN, but not for
the purpose of expressing an opinion on the
effectiveness of the Trust's internal control
over financial reporting. Accordingly, we
express no such opinion.

The management of the Trust is responsible
for establishing and maintaining effective
internal control over financial reporting. In
fulfilling this responsibility, estimates and
judgments by management are required to
assess the expected benefits and related
costs of controls. A company's internal
control over financial reporting is a process
designed to provide reasonable assurance
regarding the reliability of financial reporting
and the preparation of financial statements
for external purposes in accordance with
U.S. generally accepted accounting
principles. A company's internal control over
financial reporting includes those policies
and procedures that (1) pertain to the
maintenance of records that, in reasonable
detail, accurately and fairly reflect the
transactions and dispositions of the assets
of the company; (2) provide reasonable
assurance that transactions are recorded as
necessary to permit preparation of financial
statements in accordance with U.S.
generally accepted accounting principles,
and that receipts and expenditures of the
company are being made only in
accordance with authorizations of
management and directors of the company;
and (3) provide reasonable assurance
regarding prevention or timely detection of
unauthorized acquisition, use or disposition
of a company's assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements. Also,
projections of any evaluation of
effectiveness to future periods are subject to
the risk that controls may become
inadequate because of changes in
conditions, or that the degree of compliance
with the policies or procedures may
deteriorate.

A deficiency in internal control over financial
reporting exists when the design or
operation of a control does not allow
management or employees, in the normal
course of performing their assigned
functions, to prevent or detect
misstatements on a timely basis. A material
weakness is a deficiency, or a combination
of deficiencies, in internal control over
financial reporting, such that there is a
reasonable possibility that a material
misstatement of the company's annual or
interim financial statements will not be
prevented or detected on a timely basis.

Our consideration of the Trust's internal
control over financial reporting was for the
limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal control
that might be material weaknesses under
standards established by the Public
Company Accounting Oversight Board
(United States). However, we noted no
deficiencies in the Trust's internal control
over financial reporting and its operation,
including controls over safeguarding
securities, that we consider to be a material
weakness as defined above as of May 31,
2020.

This report is intended solely for the
information and use of management and the
Board of Directors of AltShares Trust and
the Securities and Exchange Commission
and is not intended to be and should not be
used by anyone other than these specified
parties.

/s/ Ernst & Young, LLP

Minneapolis, MN
July 28, 2020