Correspondence 0001580642-25-003214 from Strategy Shares (CIK 0001506213)
Strategy Shares (CIK 0001506213)
Date: May 21, 2025 · CIK: 0001506213 · Accession: 0001580642-25-003214
AI Filing Summary & Sentiment
File numbers found in text: 333-170750, 811-22497
Letter
2005 Market Street
Suite 2600
Philadelphia, PA 19103
T: 215.564.8000
Shawn A. Hendricks
(215) 564-8778
shendricks@stradley.com
May 21, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549-9303
Attention: Yoon Choo
Re: Strategy Shares (“Registrant”)
Preliminary Proxy Statement on Schedule 14A
File Nos. 333-170750; 811-22497
Dear: Ms. Choo:
On behalf of the Registrant, below are responses to the comments you provided to us virtually on May 15, 2025 with regard to the Preliminary Proxy Statement under Section 14A of the Securities Exchange Act of 1934, as amended (Accession No. 0001580642-25-003050), which was filed with the U.S. Securities and Exchange Commission (“SEC”) on May 9, 2025, relating to the approval of a new investment advisory agreement for Day Hagan Smart Sector ETF, Day Hagan Smart Sector Fixed Income ETF, Day Hagan Smart Sector International ETF, and Day Hagan Smart Buffer ETF, each a series of the Registrant (collectively, the “Funds”).
Below we have provided your comment (in bold) and the Registrant’s response to such comment. Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the Preliminary Proxy Statement.
Stradley Ronon Stevens & Young, LLP | stradley.com
Chicago | Los Angeles | New York | Philadelphia | Washington, D.C.
Ms. Yoon Choo
U.S. Securities and Exchange Commission
May 21, 2025
Page 2
Prospectus – Principal Investment Strategies
1. Comment: The Board’s composition does not meet the requirements of Section 15(f) of the Investment Company Act of 1940, as amended. Please supplementally explain how the Trust plans to meet this requirement and amend the proxy statement accordingly.
Response: The Registrant will revise the proxy statement to make clear that each member of the Board is independent, as that term is defined in the 1940 Act, with respect to the Funds, Day Hagan Asset Management and Ashton Thomas Private Wealth, LLC.
* * *
Please direct any questions or comments relating to this filing to me at the above-referenced telephone number or Michael P. O’Hare at 215-564-8198.
Very truly yours,
/s/ Shawn A. Hendricks
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2005 Market Street
Suite 2600
Philadelphia, PA 19103
T: 215.564.8000
Shawn A. Hendricks
(215) 564-8778
shendricks@stradley.com
May 21, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549-9303
Attention: Yoon Choo
Re: Strategy Shares (“Registrant”)
Preliminary Proxy Statement on Schedule
14A
File Nos. 333-170750; 811-22497
Dear: Ms. Choo:
On behalf of the Registrant,
below are responses to the comments you provided to us virtually on May 15, 2025 with regard to the Preliminary Proxy Statement under
Section 14A of the Securities Exchange Act of 1934, as amended (Accession No. 0001580642-25-003050), which was filed with the U.S. Securities
and Exchange Commission (“SEC”) on May 9, 2025, relating to the approval of a new investment advisory agreement for Day Hagan
Smart Sector ETF, Day Hagan Smart Sector Fixed Income ETF, Day Hagan Smart Sector International ETF, and Day Hagan Smart Buffer ETF, each
a series of the Registrant (collectively, the “Funds”).
Below we have provided
your comment (in bold) and the Registrant’s response to such comment. Capitalized terms not otherwise defined in this letter have
the meanings assigned to the terms in the Preliminary Proxy Statement.
Stradley Ronon
Stevens & Young, LLP | stradley.com
Chicago |
Los Angeles | New York |
Philadelphia | Washington, D.C.
Ms. Yoon Choo
U.S. Securities and Exchange Commission
May 21, 2025
Page 2
Prospectus – Principal Investment
Strategies
1. Comment: The Board’s composition does not meet the requirements of Section 15(f) of
the Investment Company Act of 1940, as amended. Please supplementally explain how the Trust plans to meet this requirement and amend the
proxy statement accordingly.
Response: The Registrant will
revise the proxy statement to make clear that each member of the Board is independent, as that term is defined in the 1940 Act, with respect
to the Funds, Day Hagan Asset Management and Ashton Thomas Private Wealth, LLC.
* * *
Please direct any questions
or comments relating to this filing to me at the above-referenced telephone number or Michael P. O’Hare at 215-564-8198.
Very truly yours,
/s/ Shawn A. Hendricks
Shawn A. Hendricks