UNITED STATES OF AMERICA BEFORE THE
SECURITIES AND EXCHANGE COMMISSION

INVESTMENT COMPANY ACT OF 1940
Release No. 32292 / September 27, 2016

In the Matter of

Rational Advisors, Inc.
Strategy Shares
36 North New York Avenue
Huntington, NY 11743
(812-14657)

ORDER UNDER SECTIONS 6(c), 12(d)(1)(J),
AND 17(b) OF THE INVESTMENT COMPANY ACT OF 1940

Rational Advisors, Inc. and Strategy Shares filed an application
 on June 6, 2016, requesting an order under section 6(c) of the
 Investment Company Act of 1940 ("Act") for an exemption from
 sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and
 rule 22c-1 under the Act, under section 12(d)(1)(J) of the Act
 for an exemption from sections 12(d)(1)(A) and 12(d)(1)(B) of
 the Act, and under sections 6(c) and 17(b) of the Act for an
 exemption from sections 17(a)(1) and 17(a)(2) of the Act.

The order permits: (a) index-based series of certain open-end
 management investment companies to issue shares ("Shares")
 redeemable in large aggregations only ("Creation Units");
 (b) secondary market transactions in Shares to occur at
 negotiated market prices rather than at net asset value;
 (c) certain series to pay redemption proceeds, under certain
 circumstances, more than seven days after the tender of
 Shares for redemption; (d) certain affiliated persons of the
 series to deposit securities into, and receive securities from,
 the series in connection with the purchase and redemption of
 Creation Units; and (e) certain registered management investment
 companies and unit investment trusts outside of the same group
 of investment companies as the series to acquire Shares.

On August 30, 2016, a notice of the filing of the application
 was issued (Investment Company Act Release No. 32243). The
 notice gave interested persons an opportunity to request a
 hearing and stated that an order disposing of the application
 would be issued unless a hearing was ordered. No request for
 a hearing has been filed, and the Commission has not ordered
 a hearing.

The matter has been considered and it is found, on the basis
 of the information set forth in the application, as amended,
 that granting the requested exemptions is appropriate in the
 public interest and consistent with the protection of investors
 and the purposes fairly intended by the policy and provisions
 of the Act.

It is further found that the terms of the proposed transactions,
 including the consideration to be paid or received, are
 reasonable and fair and do not involve overreaching on the part
 of any person concerned, and that the proposed transactions are
 consistent with the policy of each registered investment
 company concerned and with the general purposes of the Act.

Accordingly, in the matter of Rational Advisors, Inc. and
 Strategy Shares (File No. 812-14657),

IT IS ORDERED, under section 6(c) of the Act, that the requested
 exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of
 the Act and rule 22c-1 under the Act is granted, effective
 immediately, subject to the conditions contained in the
 application.

IT IS FURTHER ORDERED, under section 12(d)(1)(J) of the Act,
 that the requested exemption from sections 12(d)(1)(A) and
 12(d)(1)(B) of the Act is granted, effective immediately,
 subject to the conditions contained in the application.

IT IS FURTHER ORDERED, under sections 6(c) and 17(b) of the
 Act, that the requested exemption from sections 17(a)(1) and
 17(a)(2) of the Act is granted, effective immediately, subject
 to the conditions contained in the application.

For the Commission, by the Division of Investment Management,
under delegated authority.

Robert W. Errett Deputy Secretary