Form 485BPOS Strategy Shares

MANAGEMENT AGREEMENT

Day Hagan Asset Management

Exhibit

Dated: June 18, 2021

 

		Percentage of Average
Fund		Daily Net Assets
Day Hagan/Ned Davis Research Smart Sector ETF			0.68	%
Day Hagan/Ned Davis Research Smart Sector Fixed Income ETF			0.68	%

 

 

 

 

Strategy Shares

 

By: /s/ Jerry Szilagyi

 

Print Name: Jerry Szilagyi

Title: President

 

Day Hagan Asset Management

 

 

By: /s/ Arthur Day

 

Print Name: Arthur Day

Title: Partner

 

 

 

FIFTH AMENDMENT TO ETF DISTRIBUTION AGREEMENT

 

This fifth amendment (the “Amendment”) to the ETF Distribution Agreement dated as of May 31, 2017 (the “Agreement”), by and between Strategy Shares (the “Trust”), and Foreside Fund Services, LLC (the “Distributor”), is effective as of June 18, 2021 (the “Effective Date”).

 

WHEREAS, the Trust and Distributor (the “Parties”) desire to amend Exhibit A to the Agreement to reflect the addition of two Funds; and

 

WHEREAS, pursuant to Section 8(b) of the Agreement, all amendments are required to be made in writing and executed by the Parties.

 

NOW THEREFORE, the Parties hereby agree as follows:

 

1.

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

 

2.

Exhibit A of the Agreement is hereby deleted in its entirety and replaced by Exhibit A attached hereto which includes the addition of Day Hagan/Ned Davis Research Smart Sector Fixed Income ETF and Strategy Shares Halt Climate Change ETF.

 

3.

Except as expressly amended hereby, all of the provisions of the Agreement shall remain unamended and in full force and effect to the same extent as if fully set forth herein.

 

4.

This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.

 

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.

 

STRATEGY SHARES		FORESIDE FUND SERVICES, LLC
By:		By:
Name: Jerry Szilagyi		Name: Mark Fairbanks
Title: President		Title: Vice President

 

 

  

 

ETF DISTRIBUTION AGREEMENT

 

Exhibit A

 

As of June 18, 2021

 

Funds:

 

Strategy Shares Nasdaq 7HANDL™ Index ETF

Strategy Shares Nasdaq 5HANDL™ Index ETF

Strategy Shares Drawbridge Dynamic Allocation ETF

Strategy Shares Newfound/ReSolve Robust Momentum ETF

Day Hagan/Ned Davis Research Smart Sector ETF

Strategy Shares Gold-Hedged Bond ETF

Day Hagan/Ned Davis Research Smart Sector Fixed Income ETF

Strategy Shares Halt Climate Change ETF

AMENDMENT TO the

Custodial and Agency Services AGREEMENT

This Amendment is made to the Custodial and Agency Services Agreement dated April 23, 2012 (“Agreement”) between Citibank, N.A. (“Custodian”) and Strategy Shares (“Client”). All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement, except as noted below. This Amendment shall be effective as of September 1, 2021.

WHEREAS, the Parties wish to amend Appendix A of the Agreement to reflect the addition of the Day Hagan/Ned Davis Research Smart Sector Fixed Income ETF and Strategy Shares Halt Climate Change ETF to the List of Funds; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

1.            Amendment to Appendix A – List of Funds.

Appendix A of the Agreement is hereby deleted in its entirety and replaced with the Appendix A attached to the end of this Amendment.

2.            Miscellaneous.

(a)         This Amendment supplements and amends the Agreement. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

(b)         Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.

(c)         This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

 

 

[SIGNATURES FOLLOW ON NEXT PAGE]

 

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

Citibank, N.A.			Strategy Shares
By:	/s/Marc Fryburg		By:	/s/Jennifer Bailey
Name:	Marc Fryburg		Name:	Jennifer Bailey
Title:	Vice President, Investor Services		Title:	Secretary

 

 

 

Appendix A

 

List of Funds

 

 

1. Strategy Shares Nasdaq 7HANDL™ Index ETF
2. Strategy Shares Nasdaq 5HANDL™ Index ETF
3. Strategy Shares Newfound/ReSolve Robust Momentum ETF
4. Day Hagan/Ned Davis Research Smart Sector ETF
5. Strategy Shares Gold-Hedged Bond ETF
6. SSGBI Fund Limited, a wholly owned subsidiary of Strategy Shares Gold-Hedged Bond ETF
7. Day Hagan/Ned Davis Research Smart Sector Fixed Income ETF
8. Strategy Shares Halt Climate Change ETF

 

Amendment to

services agreement

This AMENDMENT (“Amendment”) is made as of September 1, 2021, by and among Strategy Shares (“Client”) and Citibank, N.A. (“Citibank”), and Citi Fund Services Ohio, Inc. (“CFSO”, together with Citibank, the “Service Provider”), to that certain Services Agreement dated January 1, 2016, between the Client and Service Provider (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement, except as noted below.

WHEREAS, pursuant to the Agreement, the Service Provider performs certain services for the Client;

WHEREAS, the Parties agree to amend Schedule 4 of the Agreement to reflect the addition of Day Hagan/Ned Davis Research Smart Sector Fixed Income ETF and the Strategy Shares Halt Climate Change ETF to the List of Funds; and

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Client and Service Provider hereby agree as follows:

1.

Amendment to Schedule 4 – List of Funds.

Schedule 4 of the Agreement is hereby deleted in its entirety and replaced with the Schedule 4 attached to the end of this Amendment.

2.

Representations and Warranties.

a.

The Client represents that it has full power and authority to enter into and perform this Amendment and that it has provided this Amendment to its Board of Trustees or Board of Directors, as applicable.

b.

The Service Provider represents that it has full power and authority to enter into and perform this Amendment.

3.

Miscellaneous.

a.

This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

b.

Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the

provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by all parties hereto.

c.

Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

d.

This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

 

[Signatures follow on next page. Remainder of this page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

 

STRATEGY SHARES
By:	/s/ Jennifer Bailey
Name:	Jennifer Bailey
Title:	Secretary
Date:	9/10/2021
Solely as to Schedule 2 – Appendix C:
CITIBANK, N.A.
By:		/s/ Marc Fryburg
Name:		Marc Fryburg
Title:		Vice President, Investor Services
Date:		7/28/2021

 

 

 

CITI FUND SERVICES OHIO, INC.

By:	/s/ Dominic Crowe
Name:	Dominic Crowe
Title:	President
Date:	7/28/2021

 

 

Schedule 4 to Services Agreement

 

List of Funds

 

 

 

1.

Strategy Shares Nasdaq 7HANDL™ Index ETF

 

2.

Strategy Shares Nasdaq 5HANDL™ Index ETF

 

3.

Strategy Shares Newfound/ReSolve Robust Momentum ETF

 

4.

Day Hagan/Ned Davis Research Smart Sector ETF

 

5.

Strategy Shares Gold-Hedged Bond ETF

 

6.

SSGBI Fund Limited, a wholly owned subsidiary of Strategy Shares Gold-Hedged Bond ETF

 

7.

Day Hagan/Ned Davis Research Smart Sector Fixed Income ETF

 

8.

Strategy Shares Halt Climate Change ETF

 

EXHIBIT A

Series of the Trust

 

 

The following Funds are covered under this agreement:

 

 

Day Hagan/Ned David Research Smart Sector ETF

 

Day Hagan/Ned David Research Smart Sector Fixed Income ETF

 

 

 

 

Strategy Shares

 

By: /s/ Stephen P. Lachenauer

Print Name: Stephen P. Lachenauer

Title: Trustee

 

 

MFund Services LLC

 

 

By: /s/ Jerry Szilagyi __

Print Name: Jerry Szilagyi

Title: President

 

 

 

 

 

Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7098 (215) 564-8000

 

 

 

Direct Dial: (215) 564-8198

 

September 27, 2021

 

Strategy Shares

36 North New York Avenue

Huntington, NY 11743

 

Re:    Legal Opinion-Securities Act of 1933

 

Ladies and Gentlemen:

 

We have examined the Agreement and Declaration of Trust (the “Declaration”) of Strategy Shares (the “Company”), a series statutory trust organized under the Delaware Statutory Trust Act, the By-Laws of the Company, all as amended to date, and the various pertinent corporate proceedings we deem material. We have also examined the Notification of Registration and the Registration Statement filed on behalf of the Company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act of 1933, as amended (the “Securities Act”), all as amended to date, as well as other items we deem material to this opinion.

 

The Company is authorized by the Declaration to issue an unlimited number of shares of beneficial interest, all without par value and, consistent with authority contained in the Declaration, the Company’s Board of Trustees (the “Board”) has established and designated shares of the Day Hagan/Ned Davis Smart Sector Fixed Income ETF series of the Company (the “Series”).

 

The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”), a registration statement under the Securities Act, which registration statement is deemed to register an indefinite number of shares of the Series pursuant to the provisions of Section 24(f) of the Investment Company Act. You have further advised us that the Company each year will timely file a Notice pursuant to Rule 24f-2 under the Investment Company Act perfecting the registration of the shares sold by the Series during each fiscal year during which such registration of an indefinite number of shares remains in effect.

 

You have also informed us that the shares of the Series will be sold in accordance with the Company’s usual method of distributing its registered shares, under which prospectuses are made available for delivery to offerees and purchasers of such shares in accordance with Section 5(b) of the Securities Act.

 

Based upon the foregoing information and examination, so long as the Company remains a valid and subsisting entity under the laws of its state of organization, and the registration of an indefinite number of shares of the Series remains effective, the authorized shares of the Series when issued for the consideration set by the Board pursuant to the Declaration, and subject to compliance with Rule 24f-2, will be legally outstanding, fully-paid, and non-assessable shares, and the holders of such shares will have all the rights provided for with respect to such holding by the Declaration and the laws of the State of Delaware.

 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement of the Company, along with any amendments thereto, covering the registration of the shares of the Series under the Securities Act and the applications, registration statement or notice filings, and amendments thereto, filed in accordance with the securities laws of the several states in which shares of the Series are offered, and we further consent to reference in the registration statement of the Company to the fact that this opinion concerning the legality of the issue has been rendered by us. This does not constitute a consent under Section 7 of the Securities Act, and in so consenting we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations of the Commission issued thereunder.

 

 

Very truly yours,

 

 

STRADLEY RONON STEVENS & YOUNG, LLP

 

 

BY:/s/ Michael P. O’Hare

Michael P. O’Hare, Partner

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the reference to our firm in this Registration Statement on Form N-1A of Day Hagan/Ned Davis Research Smart Sector Fixed Income ETF, a series of Strategy Shares, under the heading “Independent Registered Public Accounting Firm” in the Statement of Additional Information.

 

 

COHEN & COMPANY, LTD.

Cleveland, Ohio

September 24, 2021

 

 

 

 

 

EXHIBIT A TO

STRATEGY SHARES

DISTRIBUTION PLAN June 18, 2021

 

The following series of shares ("Funds") of Strategy Shares (as defined under the Plan) shall participate in the Plan effective as of the dates set forth below:

 

 

NAME	DATE	FEES (as a percentage of average daily net asset value of shares of the applicable Class)
BioShares ETF	June 23, 2016	0.25
Strategy Shares Nasdaq 7 HANDL™ Index ETF	August 25, 2017	0.25
Strategy Shares Nasdaq 5 HANDL™ Index ETF	June 22, 2018	0.25
Strategy Shares Drawbridge Dynamic Allocation ETF	August 24, 2018	0.25
Strategy Shares Newfound/ReSolve Robust Momentum ETF	June 24, 2019	0.25
Day Hagan/Ned Davis Research Smart Sector ETF	September 20, 2019	0.25
Strategy Shares Gold-Hedged Bond ETF	September 18, 2020	0.25
Strategy Shares Halt Climate Change ETF	June 18, 2021	0.25
Day Hagan/Ned Davis Research Smart Sector Fixed Income ETF	June 18, 2021	0.25

 

 

 

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