Exhibit (b)
AMENDED AND RESTATED
BY-LAWS
OF
New Age Alpha Trust
ARTICLE 1
Amended and Restated Agreement and Declaration
of Trust, Definitions, and Offices
1.1. AMENDED
AND RESTATED AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject to the Amended and Restated Agreement and Declaration
of Trust, as from time to time in effect (the “Declaration of Trust”), of New Age Alpha Trust (the “Trust”),
the Delaware statutory trust established by the Declaration of Trust. In the event of any inconsistency between the terms
hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust shall control.
1.2. Definitions.
Capitalized terms used herein and not herein defined are used as defined in the Declaration of Trust.
1.3. PRINCIPAL
OFFICE OF THE TRUST. The principal office of the Trust shall be located at such place within or without the State of Delaware as
the Trustees may determine from time to time.
1.4. DELAWARE
OFFICE. The Trustees shall establish a registered office in the State of Delaware and shall appoint a registered agent for
service of process in the State of Delaware.
1.5. OTHER
OFFICES. The Board of Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends
to do business.
ARTICLE 2
Meetings of Shareholders
2.1. PLACE
OF MEETING. Meetings of the Shareholders for the election of Trustees shall be held in such place, inside or outside the State
of Delaware, as shall be fixed by resolution of the Board of Trustees and stated in the notice of the meeting. In the absence
of any such designation by the Board, Shareholders’ meetings shall be held at the principal executive office of the Trust.
2.2. ANNUAL
MEETINGS. An annual meeting of Shareholders will not be held unless the Investment Company Act of 1940, as amended (the “1940
Act”), requires an annual meeting of Shareholders.
2.3. SPECIAL
MEETINGS. Special Meetings of the Shareholders may be called at any time by the Chairman, or President, or by a majority of the
Board of Trustees, and shall be
called
by the Secretary upon written request of the holders of shares entitled to cast not less than ten percent (10%) of all the votes
entitled to be cast at such meeting provided that:
| (a) | Such request shall state the purposes of such meeting and the matters proposed to be acted on. |
| (b) | The Shareholders requesting such meeting shall have paid to the Trust the reasonable estimated
cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such Shareholders. No special
meeting need be called upon the request of Shareholders entitled to cast less than a majority of all votes entitled to be cast
at such meeting to consider any matter which is substantially the same as a matter voted on at any meeting of the Shareholders
held during the preceding twelve months. The foregoing provisions of this section 3 notwithstanding, a special meeting of Shareholders
shall be called upon the request of the holders of at least ten percent (10%) of the votes entitled to be cast for the purpose
of consideration of the removal of a Trustee from office as provided in section 16(c) of the 1940 Act. |
2.4. NOTICE.
Not less than ten (10) nor more than sixty (60) days before the date of every Annual or Special Shareholders Meeting, the Secretary
shall cause to be mailed to each Shareholder entitled to vote at such meeting at his (her) address (as it appears on the records
of the Trust at the time of mailing) written notice stating the date, time, and place of the meeting and, in the case of a Special
Meeting of Shareholders, the general nature of the business to be transacted and such Special Meeting shall be limited to the purposes
stated in the notice.
2.5. RECORD
DATE FOR MEETINGS. Subject to the provisions of the Trust’s Agreement and Declaration of Trust (the “Declaration of
Trust”), the Board of Trustees may fix in advance a date not more than ninety (90), nor less than ten (10) days, prior to
the date of any annual or special meeting of the Shareholders as a record date for the determination of the Shareholders entitled
to receive notice of, and to vote at any meeting and any adjournment thereof; and in such case such Shareholders and only such
Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to receive notice of and to vote at such
meeting and any adjournment thereof as the case may be, notwithstanding any transfer of any stock on the books of the Trust after
any such record date fixed as aforesaid.
2.6.
QUORUM. Except as otherwise provided by the 1940 Act or in the Trust’s Declaration
of Trust, at any meeting of Shareholders, the presence in person or by proxy of the holders of record of Shares issued and outstanding
and entitled to vote representing more than thirty-three and one-third percent (33-1/3%)of the Shares issued and outstanding and
entitled to vote shall constitute a quorum for the transaction of any business at the meeting. If, however, a quorum shall not
be present or represented at any meeting of the Shareholders, the holders of a majority of the votes present or in person or by
proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented to a date not more than 120 days after the original record date or another date and time
within a reasonable time after the date set for the original meeting. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
2.7. VOTING.
Each Shareholder shall have one vote for each Share (and a fractional vote for each fractional Share) held by such Shareholder
on the record date set pursuant to Section 5 of this Article 2 on each matter submitted to a vote at a meeting of Shareholders.
Subject to any other provision of this Declaration of Trust, the By-Laws or applicable law which requires a different vote: (1)
in all matters other than the election of Trustees, the affirmative vote of the majority of votes cast at a Shareholders’
meeting at which a quorum is present shall be the act of the Shareholders; (2) Trustees shall be elected by a plurality of the
votes cast at a Shareholders’ meeting at which a quorum is present, provided that where any provision of law or of this Declaration
of Trust requires that the holders of any Series shall vote as a Series (or that holders of a Class vote as a Class), then a majority
of the Shares of that Series (or Class) voting on the matter (or a plurality with respect to the election of Trustees) shall decide
that matter insofar as that Series (or Class) is concerned. There shall be no cumulative voting in the election of Trustees. Votes
may be made in person or by proxy. At all meetings of Shareholders, unless the voting is conducted by inspectors, all questions
relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by
the Chairman of the meeting.
Any Shareholder
may vote part of the Shares in favor of the proposal and refrain from voting the remaining Shares or vote them against the proposal,
but if the shareholder fails to specify the number of Shares which the Shareholder is voting affirmatively, it will be conclusively
presumed that the Shareholder’s approving vote is with respect to the total Shares that the Shareholder is entitled to vote
on such proposal.
Abstentions and
broker non-votes will be included for purposes of determining whether a quorum is present at a Shareholders’ meeting. Abstentions
and broker non-votes will be treated as votes present at a Shareholders’ meeting, but will not be treated as votes cast.
Abstentions and broker non-votes, therefore, will have no effect on proposals which require a plurality or majority of votes
cast for approval, but will have the same effect as a vote “against” on proposals requiring a majority of outstanding
voting securities for approval.
2.8. INSPECTORS.
At any election of Trustees, the Board of Trustees prior thereto may, or, if they have not so acted, the Chairman of the meeting
may appoint one or more inspectors of election who shall first subscribe an oath of affirmation to execute faithfully the duties
of inspectors at such election with strict impartiality and according to the best of their ability, and shall after the election
make a certificate of the result of the vote taken. The position of inspector of elections may be held by any person who is not
a nominee for office,
The inspector
or chairman if no inspector is appointed shall: (a) determine the number of Shares outstanding and the voting power of each, the
Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; (b) receive
votes, ballots or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right
to vote; (d) count and tabulate all votes or consents; (e) determine when the polls shall close; (f) determine the result of voting
or consents; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.
2.9. STOCK
LEDGER AND LIST OF SHAREHOLDERS. It shall be the duty of the Secretary or Assistant Secretary of the Trust to cause an original
or duplicate share ledger to be maintained at the office of the Trust’s transfer agent. Such share ledger may be in written
form or any other form capable of being converted into written form within a reasonable time for visual inspection.
2.10. ACTION
WITHOUT MEETING. Any action to be taken by Shareholders may be taken without a meeting and without prior notice if Shareholders
holding a majority of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by any
express provision of the Declaration of Trust, by the By-Laws or by applicable law) and holding a majority (or such larger proportion
as aforesaid) of the Shares of any Series (or Class) entitled to vote separately on the matter consent to the action in writing
and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes
as a vote taken at a meeting of Shareholders. If the consents of all Shareholders entitled to vote have not been solicited in writing
and if the unanimous written consent of all such Shareholders shall not have been received, the Secretary shall give prompt notice
of the action taken without a meeting to such Shareholders.
2.11. ADJOURNED
MEETING; NOTICE. Any Shareholders’ meeting, whether or not a quorum is present, may be adjourned from time to time
(and at any time during the course of the meeting) by a majority of the votes cast by those Shareholders present in person or by
proxy, or by the Chairman of the meeting. Any adjournment may be with respect to one or more proposals, but not necessarily
all proposals, to be voted or acted upon at such meeting and any adjournment will not delay or otherwise affect the effectiveness
and validity of a vote or other action taken at a Shareholders’ meeting prior to adjournment.
When any Shareholders’
meeting is adjourned to another time or place, notice of adjournment to another time or place need not be given, if such time and
place are announced at the meeting, unless a new record date of the adjourned meeting is fixed or the adjournment is for more than
one hundred eighty (180) days from the record date set for the original meeting, in which case the Board shall set a new record
date. If notice of any such adjourned meeting is required pursuant to the preceding sentence, it shall be given to each Shareholder
entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 11 of this Article 2. At any
adjourned meeting, the Trust may transact any business that might have been transacted at the original meeting.
2.12. PROXIES.
Every Shareholder entitled to vote for Trustees or on any other matter shall have the right to do so either in person or
by one or more agents authorized by a written proxy signed by the Shareholder and filed with the Secretary of the Trust; provided,
that an alternative to the execution of a written proxy may be accepted as provided in the second paragraph of this Section 12
of Article 2. A proxy shall be deemed signed if the Shareholder’s name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly
executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the Shareholder
executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the Shareholder’s execution
of a subsequent proxy or attendance and vote in
person
at the meeting; or (ii) written notice of the death or incapacity of the Shareholder is received by the Trust before the proxy’s
vote is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from
the date of the proxy unless otherwise provided in the proxy.
With respect to
any Shareholders’ meeting, the Trust may elect to accept proxies by any electronic, telephonic, computerized, telecommunications
or other reasonable alternative to the execution of a written instrument authorizing the proxy to act, provided the Shareholder’s
authorization is received within eleven (11) months before the meeting. A proxy with respect to Shares held in the name of
two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives
a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger.
Subject to the
provisions of the Declaration of Trust or these By-Laws, all matters concerning the giving, voting, or validity of proxies shall
be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder,
as if the Trust were a Delaware corporation and the Shareholders were shareholders of a Delaware corporation.
ARTICLE 3
Trustee
3.1. GENERAL
POWERS. The business of the Trust shall be managed under the direction of its Board of Trustees, which may exercise all powers
of the Trust, except such as are by statute, or the Declaration of Trust, or by these By-Laws conferred upon or reserved to the
shareholders.
3.2. NUMBER
AND TERM OF OFFICE. The number of Trustees which shall constitute the whole Board shall be determined from time to time by the
Board of Trustees, but shall not be fewer than one (1) nor more than fifteen (15). Each Trustee elected shall hold office until
he or she dies, resigns, is declared bankrupt or incompetent by a court or appropriate jurisdiction, or is removed, or until the
next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her
successor. Trustees need not be shareholders.
3.3. ELECTIONS;
VACANCIES. Provided a quorum is present, the Trustees shall be elected by the vote of a plurality of the votes present in person
or by proxy, except that any vacancy on the Board of Trustees may be filled by a majority vote of the Board of Trustees, although
less than a quorum, subject to the requirements of Section 16(a) of the 1940 Act. In the event that all Trustee offices become
vacant, an authorized officer of the Trust’s Investment Adviser shall serve as the sole remaining Trustee effective upon
the vacancy in the office of the last Trustee, subject to the provisions of the 1940 Act. In such case, an authorized officer
of the Investment Adviser, as the sole remaining Trustee, shall, as soon as practicable, fill all of the remaining vacancies on
the Board and appoint his/her replacement; provided, however, that the
percentage
of Trustees who are not Interested Persons of the Trust shall be no less than that permitted by the 1940 Act. Thereupon,
the Investment Adviser shall resign as Trustee and a meeting of the Shareholders shall be called, as required by the 1940 Act,
for the election of Trustees.
3.4. REGULAR
MEETINGS. Regular meetings of the Trustees may be held without call or notice at such places within or outside the State of Delaware
and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following
any such determination shall be given to absent Trustees.
3.5. SPECIAL
MEETINGS. Special meetings of the Trustees may be held, at any time and at any place within or outside the State of Delaware designated
in the call of the meeting, when called by the Chairman of the Board, if any, the President or the Secretary or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the Secretary or an Assistant Secretary or by the officer or
the Trustees calling the meeting.
3.6. NOTICE.
It shall be sufficient notice to a Trustee of a special meeting to send notice by mail to the Trustee at his or her usual or last
known business or residence address at least forty-eight hours or by any electronic or telecommunications device, including telefax
or through the Internet at least twenty-four hours before the meeting addressed to the Trustee or to give notice to him or her
in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if
a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to
any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither
notice of a meeting nor a waiver of a notice need specify the purposes of the meeting (unless otherwise required by applicable
law).
3.7. QUORUM;
Adjournment. A majority of the authorized number of Trustees shall constitute a
quorum for the transaction of business, except to adjourn as provided below. A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of Trustees if any action taken is approved by at least a majority
of the required quorum for that meeting.
A majority of
the Trustees present, whether or not constituting a quorum, may adjourn any matter at any meeting to another time and place. Notice
of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than seven (7)
days, in which case notice of the time and place shall be given before the time of the recommencement of an adjourned meeting to
the Trustees who were present at the time of the adjournment in a manner specified in Section 6 of this Article III.
3.8. ACTION
BY VOTE. When a quorum is present at any meeting duly held, a majority of Trustees present may take any action, except when a larger
vote is expressly required by law, by the Declaration of Trust or by these By-Laws.
3.9. ACTION
BY Written Consent. Except as required by law, any action required or permitted
to be taken at any meeting of the Trustees may be taken without a meeting
if
a majority of the Trustees (or such larger proportion thereof as shall be required by any express law or provision of the Declaration
of Trust or these By-Laws) consent to the action in writing (manually or electronically) and such written consents are filed with
the records of the meetings of Trustees. Such consent shall be treated for all purposes as a vote taken at a meeting of Trustees.
If any action is so taken by the Trustees by the written consent of less than all of the Trustees, prompt notice of the taking
of such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of
such action shall not be impaired by any delay or failure to furnish such notice.
3.10. PRESENCE
THROUGH COMMUNICATIONS EQUIPMENT. Except as required by law, the Trustees may participate in a meeting of Trustees by means of
a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear
each other at the same time and participation by such means shall constitute presence in person at a meeting.
3.11. COMPENSATION.
Any Trustee, whether or not he is a salaried officer or employee of the Trust, may be compensated for his or her services as Trustee
or as a member of a Committee of Trustees, or as chairman of a Committee by fixed periodic payments or by fees for attendance at
meetings or by both, and in addition may be reimbursed for transportation and other expenses, all in such manner and amounts as
the Board of Trustees may from time to time determine.
ARTICLE 4
Notices
4.1. FORM.
Notices to Shareholders and Trustees shall be delivered by any method legally permissible with respect to that type of notice.
Such methods may include oral, written, electronic mail, or other written or electronic communication, charges prepaid, addressed
to the recipient at the address of that recipient appearing on the books of the Trust or its transfer agent or given by the recipient
to the Trust for the purpose of notice. Delivery of notice shall be made using the most current contact information for that Shareholder
or Trustee appearing on the books of the Trust. If no such address appears on the Trust’s books or is given, notice
shall be deemed to have been given if sent to that Shareholder by mail, courier, telegraphic, facsimile or electronic mail, or
other written or electronic communication to the Trust’s principal executive office. Notice shall be deemed to have been
given at the time when delivered personally, deposited in the mail or with a courier, or sent by telegram, facsimile, electronic
mail or other means of written or electronic communication. Subject to the provisions of the 1940 Act, notice to Trustees need
not state the purpose of a regular or special meeting.
If any notice
addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust is returned to the Trust marked
to indicate that the notice to the Shareholder cannot be delivered at that address, all future notices or reports shall be deemed
to have been duly given without further mailing, or substantial equivalent thereof, if such notices shall be available to the Shareholder
on written demand of the Shareholder at the principal executive office of the Trust for a period of one (1) year from the date
of the giving of the notice.
An affidavit of
the mailing or other means of giving any notice of any Shareholders’ meeting shall be executed by the Secretary, Assistant
Secretary, transfer agent, or solicitation agent of the Trust giving the notice and shall be filed and maintained in the records
of the Trust. Such affidavit shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
4.2. WAIVER.
Whenever any notice of the time, place or purpose of any meeting of Shareholders, Trustees or a Committee is required to be given
under the provisions of the Declaration of Trust or these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance
at the meeting of Shareholders in person or by proxy (except when the person objects at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened and except that such attendance is not a waiver of any right
to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the
beginning of the meeting), or at the meeting of Trustees or a Committee in person, shall be deemed equivalent to the giving of
such notice to such persons. The transactions of a meeting of Shareholders, however called and noticed and wherever held,
shall be valid as though transacted at a meeting duly held after regular call and notice if a quorum is present either in person
or by proxy.
ARTICLE 5
Officers
5.1. ENUMERATION;
QUALIFICATION. The officers of the Trust shall be a President, a Treasurer, a Secretary, a Chief Compliance Officer and such other
officers, if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such other officers
and agents as the Trustees from time to time may in their discretion appoint. The Chairman of the Board, if one is elected, shall
be a Trustee and may but need not be a Shareholder; and any other officer may but need not be a Trustee or Shareholder. Any two
or more offices may be held by the same person.
5.2. ELECTION
AND TENURE. The President, the Treasurer, the Secretary and such other officers as the Trustees from time to time may in their
discretion elect shall each be elected by the Trustees to serve until his or her successor is elected or qualified, or until he
or she sooner dies, resigns, is removed or becomes disqualified. Each officer shall hold office and each agent shall retain authority
at the pleasure of the Trustees. Any officer or agent may be removed by the affirmative vote of a majority of the Board of Trustees
whenever, in its judgment, the best interests of the Trust will be served thereby. In addition, any officer or agent appointed
pursuant to Section 1 of this Article 5 may be removed, either with or without cause, by any officer upon whom such power of removal
shall have been conferred by the Board of Trustees. Any vacancy occurring in any office of the Trust by death, resignation, removal
or otherwise shall be filled by the Board of Trustees, unless pursuant to Section 1 of this Article 5 the power of appointment
has been conferred by the Board of Trustees on any other officer. Notwithstanding the foregoing, the chief compliance officer may
be removed from his or her responsibilities only in accordance with the provisions of Rule 38a-1 under the 1940 Act as it may be
interpreted by the Commission.
5.3. POWERS.
Subject to the other provisions of these By-Laws, each officer shall have, in addition to the duties and powers set forth herein
and in the Declaration of Trust, such duties and powers as are commonly incident to the office occupied by him or her as if the
Trust were organized as a Delaware business corporation and such other duties and powers as the Trustees may from time to time
designate.
5.4. PRESIDENT.
The President shall be the principal executive officer of the Trust and shall execute documents and forms required to be executed
by the Trust’s “principal executive officer” with respect to the Trust under applicable law including certifications
required under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002. He or she may call meetings of the Trustees and of any Committee
thereof when he or she deems it necessary and, in the absence of the Chairman, shall preside at all meetings of the Shareholders.
Subject to the control of the Trustees, the Chairman and any Committees of the Trustees, within their respective spheres, as provided
by the Trustees, the President shall at all times exercise a general supervision and direction over the affairs of the Trust. The
President shall have the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, secretaries,
clerks and employees as he or she may find necessary to transact the business of the Trust. He or she shall also have the power
to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in
furtherance of the interests of the Trust. The President shall have such powers and duties as from time to time may be conferred
upon or assigned to him or her by the Trustees.
5.5. VICE
PRESIDENT(S). In the absence or disability of the President, the Vice President, if any, or, if there be more than one Vice President,
any Vice President designated by the Trustees shall perform all the duties and may exercise any of the powers of the President,
subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to him or her from
time to time by the Trustees or the President. Any Vice President shall be authorized to sign documents on behalf of the Trust.
5.6. CHAIRMAN
OF THE BOARD. The Chairman shall, if present, preside at meetings of the Shareholders and the Trustees, and shall, subject to the
control of the Trustees, have general supervision, direction and control of the business and the officers of the Trust and exercise
and perform such other powers and duties as may be from time to time assigned to him by the Trustees or prescribed by the Declaration
of Trust or these By-Laws. In the absence of the Chairman, the Vice Chairman, if such an officer is elected, shall assume all powers
and duties assigned to the Chairman hereunder.
5.7. TREASURER.
The Treasurer shall be the chief financial officer and accounting officer of the Trust, and shall, subject to the provisions of
the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser or manager or transfer,
shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust,
and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President. The Treasurer
shall be authorized to sign documents on behalf of the Trust. He shall render to the Board of Trustees, whenever directed by the
Board, an account of the financial condition of the Trust and of all his transactions as Treasurer. He shall cause to be prepared
annually a full and correct statement of
the
affairs of the Trust, including a balance sheet and a statement of operations for the preceding fiscal year. He shall perform
all the acts incidental to the office of Treasurer, subject to the control of the Board of Trustees. The treasurer, shall execute
documents and forms required to be executed by the Trust’s “principal financial officer” with respect to the
Trust under applicable law including the certifications required under the Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002.
5.8. SECRETARY.
The Secretary shall record all proceedings of the Shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence of the Secretary from any meeting of the Shareholders
or Trustees, an assistant secretary or, if there be none or if he or she is absent, a temporary secretary chosen at such meeting
shall record the proceedings thereof in the aforesaid books. The Secretary shall be authorized to sign documents on behalf of the
Trust.
5.9. CHIEF
COMPLIANCE OFFICER. The Chief Compliance Officer shall be responsible for administering the Trust’s compliance policies and
procedures as required by Rule 38a-1 under the 1940 Act and may have such other duties and powers as may be designated from time
to time by the Trustees. The designation and compensation of the Chief Compliance Officer must be approved by the Trustees, including
a majority of the Trustees who are not interested persons of the Trust, as defined by the 1940 Act. The Chief Compliance Officer
shall be authorized to sign documents on behalf of the Trust. The designation, election, removal and compensation of the chief
compliance officer are subject to Rule 38a-1 under the 1940 Act, as it may be interpreted by the Commission. The chief compliance
officer shall report directly to the Board or a committee of the Board in carrying out his or her functions.
5.10. RESIGNATIONS
AND REMOVALS. Any officer may resign at any time by written instrument signed by him or her and delivered to the Chairman, the
President or the Secretary or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to
be effective at some other time. The Trustees may remove any officer with or without cause. Except to the extent expressly provided
in a written agreement with the Trust, no officer resigning and no officer removed shall have any right to any compensation for
any period following his or her resignation or removal, or any right to damages on account of such removal.
5.11. SUBORDINATE
OFFICERS. A Vice President, the Secretary or the Treasurer may appoint an Assistant Vice President, an Assistant Secretary or an
Assistant Treasurer, respectively, to serve subject to ratification by the Board at its next regular meeting.
5.12. VACANCIES
IN OFFICES. Any vacancy in any of the offices, whether by resignation, removal or otherwise, may be filled by the President. A
vacancy in the office of Assistant Vice President may be filled by a Vice President; in the office of Assistant Secretary by the
Secretary; or in the office of Assistant Treasurer by the Treasurer. Any appointment to fill any vacancy shall serve subject to
ratification by the Board at its next regular meeting.
5.13. COMPENSATION.
The salaries or other compensation of all officers and agents of the Trust shall be fixed by the Board of Trustees, except that
the Board of Trustees may delegate to any person or group of persons the power to fix the salary or other compensation of
any subordinate officers or agents appointed
pursuant to Section 1 of this Article 5. No officer shall be prevented
from receiving such compensation as such officer by reason of the fact that he is also a Trustee.
ARTICLE 6
Committees
6.1. COMMITTEES.
The Board of Trustees may by resolution passed by a majority of the entire Board (1) appoint from among its members an Executive
Committee and (2) appoint other committees composed of two or more Trustees officers, or others as the Trustee shall determine,
and may delegate to such committees, in the intervals between meetings of the Board of Trustees, any or all of the powers of the
Board of Trustees in the management of the business and affairs of the Trust. The powers conferred upon each committee shall be
determined by resolution of the Trustees. The Board may abolish a committee at any time and shall have the power to rescind
any action of any committee, but no such rescission shall have retroactive effect. The Board shall have the power to fill
vacancies in the committees and may designate one or more Trustees or other persons as alternate members of any committee who may
replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the
Board, shall have the authority of the Board, except with respect to: (a) the approval of any action which under the Declaration
of Trust or applicable law also requires Shareholders’ approval or requires approval by a majority of the entire Board or
certain members of the Board; (b) the filling of vacancies on the Board or on any committee; however, a committee comprised of
Disinterested Trustees may select and nominate other Persons who are not “interested persons” as defined in the 1940
Act to serve as a Trustee; (c) the fixing of compensation of the Trustees for serving on the Board or on any committee; (d) the
amendment or repeal of the Declaration of Trust or of these By-Laws or the adoption of a new Declaration of Trust or new By-Laws;
or (e) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.
6.2. ACTION
OF COMMITTEES. Meetings and action of any committee shall be governed by and held and taken in accordance with the provisions
of the Declaration of Trust and Article III of these By-Laws, with such changes in the context thereof as are necessary to substitute
the committee and its members for the Board and its members, except that the time of regular meetings of any committee may be
determined either by the Board or by the committee. In the absence of an appropriate resolution of the Board of Trustees, each
committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper
and desirable, provided that the quorum shall not be less than two trustees. The committees shall keep minutes of their proceedings
and shall report the same to the Board of Trustees at the meeting next succeeding, and any action by the committee shall be subject
to revision and alteration by the Board of Trustees, provided that no rights of third persons shall be affected by any such revision
or alteration. In the absence of any member of such committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of Trustees to act in the place of such absent member.
ARTICLE 7
Reports and Records
7.1. GENERAL.
The Trustees and officers shall render reports at the time and in the manner required by the Declaration of Trust or any applicable
law. Officers and Committees shall render such additional reports as they may deem desirable or as may from time to time be required
by the Trustees.
7.2 INSPECTION
BY SHAREHOLDERS. The Trustees shall from time to time determine whether and to what extent, and at what times and places,
and under what conditions a regulations the accounts and books of the Trust or any Series shall be open to the inspection of the
Shareholders; and no Shareholder shall have any right to inspect any account or book or document of the Trust except as conferred
by applicable law or otherwise by the Trustees or by resolution of the Shareholders.
7.3 INSPECTION
BY TRUSTEES. Every Trustee shall have the absolute right during the Trust’s regular business hours to inspect all books,
records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in
person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.
ARTICLE 8
Fiscal Year
8.1. GENERAL.
The fiscal year of the Trust and each Series shall be as designated from time to time by the Board. The fiscal year of the Trust
and each Series may be refixed or changed, from time to time, by resolution of the Board.
ARTICLE 9
Seal
9.1. GENERAL.
The Trust shall have no seal.
ARTICLE 10
Execution of Papers
10.1. GENERAL.
Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all checks, deeds,
leases, contracts, notes, drafts and other obligations made by the Trustees shall be signed by the Chairman, if any, the President,
any Vice President or the Treasurer or any of such other officers or agents as shall be designated for that purpose by a vote of
the Trustees.
ARTICLE 11
Share Certificates
11.1. SHARE
CERTIFICATES. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise authorize.
In lieu of issuing
certificates for Shares, the Trustees or the transfer agent may either issue receipts therefore or may keep accounts upon the books
of the Trust for the record holders of such Shares, who shall in either case be deemed, for all purposes hereunder, to be the holders
of certificates for such Shares as if they had accepted such certificates and shall be held to have expressly assented and agreed
to the terms hereof.
11.2. RECORDING
AND TRANSFER WITHOUT CERTIFICATES. The Trust shall have the full power to participate in any program approved by the Board of Trustees
providing for the recording and transfer of ownership of the Trust’s shares by electronic or other means without the issuance
of certificates.
11.3. TRANSFER
OF SHARES. Transfers of shares of beneficial interest of the Trust shall be made on the books of the Trust by the holder of record
thereof (in person or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with
the Secretary of the Trust). In all cases of transfer by an attorney-in-fact, the original power of attorney, or an official copy
thereof duly certified, shall be deposited and remain with the Trust, its transfer agent or other duly authorized agent. In
case of transfers by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their
authority shall be presented to the Trust, transfer agent or other duly authorized agent, and may be required to be deposited and
remain with the Trust, its transfer agent or other duly authorized agent. No transfer shall be made unless and until the
certificate issued to the transferor, if any, shall be delivered to the Trust, its transfer agent or other duly authorized agent,
properly endorsed.
11.4. REGISTERED
HOLDERS. The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books
as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by
applicable law or the Declaration of Trust.
11.5. TRANSFER
AGENTS AND REGISTRARS. The Board of Trustees may, from time to time, appoint or remove transfer agents and or registrars of the
Trust, and they may appoint the same person as both transfer agent and registrar. Upon any such appointment being made, all certificates
representing shares of beneficial interest thereafter issued shall be countersigned by such transfer agent and shall not be valid
unless so countersigned.
ARTICLE 12
Provisions Relating to the Conduct of the Trust’s Business
12.1. DETERMINATION
OF NET ASSET VALUE PER SHARE. Net asset value per Share of each series or class of Shares of the Trust shall be determined at the
times and in the manner specified from time to time by the Trustees.
12.2. CUSTODIANSHIP.
Except as otherwise provided by resolution of the Board of Trustees, the Trust shall place and at all times maintain in the custody
of a custodian (including any sub-custodian for the custodian) all funds, securities and similar investments owned by the Trust.
Subject to the approval of the Board of Trustees, the custodian may enter into arrangements with securities depositories, provided
such arrangements comply with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.
12.3 REPRESENTATION
OF SHARES OF OTHER ENTITIES HELD BY TRUST. The Chairman of the Board, the President or any Vice President or any other person
authorized by resolution of the Board or by any of the foregoing designated officers, is authorized to vote or represent on behalf
of the Trust any and all shares of any corporation, partnership, trust, or other entity, foreign or domestic, standing in the name
of the Trust. The authority granted may be exercised in person or by a proxy duly executed by such designated person.
ARTICLE 13
Indemnification
13.1. Indemnification
of Trustees, Officers, etc. Subject to the limitations, if applicable, hereinafter set forth in this Article XIII,
the Trust shall indemnify (from the assets of one or more Series to which the conduct in question relates) each person who is,
has been or becomes a Trustee, officer, employee or agent of the Trust or any Person who serves at the Trust’s request as
a director, officer or trustee of another organization in which the Trust has any interest as a shareholder, creditor or otherwise
(“Other Person”) (hereinafter collectively, together with such Person’s heirs, executors, administrators or personal
representatives, referred to as a “Covered Person”)) against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants’
and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding,
whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have
been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or
thereafter, by reason of being or having been such a Trustee officer, employee or agent or Other Person, except with respect to
any matter as to which it has been determined that such Covered Person (i) did not act in good faith in the reasonable belief that
such Covered Person’s action was in or not opposed to the best interests of the Trust; or (ii) had acted with willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s
office; and (iii) for a criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful (the conduct
described in (i), (ii) and (iii) being referred to hereafter as “Disabling Conduct”).
13.2. Determination
of Indemnification. A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision
on the merits by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not
liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person
for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that
the Covered Person was not liable by reason of Disabling Conduct by (a) a vote of a majority of the Trustees who are neither Interested
Persons of the Trust nor parties to the proceeding (the “Disinterested Trustees”), or (b) an independent legal counsel
in a written opinion.
13.3. Advancement
of Expenses. Expenses, including accountants’ and counsel fees so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by one or more
Series to which the conduct in question related in advance of the final disposition of any such action, suit or proceeding; provided
that the Covered Person shall have undertaken to repay the amounts so paid to such Series if it is ultimately determined that indemnification
of such expenses is not authorized under this Article XIII and (i) the Covered Person shall have provided security for such undertaking,
(ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the
Disinterested Trustees, or an independent legal counsel in a written opinion, shall have determined, based on a review of readily
available facts (as opposed to a full trial type inquiry), that there is reason to believe that the Covered Person ultimately will
be found entitled to indemnification.
13.4. Compromise
Payment. As to any matter disposed of by a compromise payment by any such Covered Person referred to in this Article
XIII, pursuant to a consent decree or otherwise, no such indemnification either for said payment or for any other expenses shall
be provided unless such indemnification shall be approved (i) by a majority of a the Disinterested Trustees or (ii) by an independent
legal counsel in a written opinion. Approval by the Trustees pursuant to clause (i) or by independent legal counsel pursuant to
clause (ii) shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with
either of such clauses as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction
not to have acted in good faith in the reasonable belief that such Covered Person’s action was in or not opposed to the best
interests of the Trust or to have been liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the Covered Person’s office.
13.5. Indemnification
Not Exclusive, etc. The right of indemnification provided by this Article XIII shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. Nothing contained in this Article XIII shall affect any rights
to indemnification to which personnel of the Trust, other than Trustees and officers, and other Persons may be entitled by contract
or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such Person.
13.6. LIMITATIONS.
No indemnification or advance shall be made under this Article 13, except as provided in Section 2, in any circumstances where
it appears:
| (a) | That it would be inconsistent with a provision of the Declaration of Trust, a resolution of the
shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which
the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or |
| (b) | That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. |
13.7. INSURANCE.
Upon and in the event of a determination by the Board of Trustees of this Trust to purchase such insurance, this Trust shall purchase
and maintain insurance on behalf of any agent or employee of this Trust against any liability asserted against or incurred by the
agent or employee in such capacity or arising out of the agent’s or employee’s status as such to the fullest extent
permitted by law.
13.8. FIDUCIARIES
OF EMPLOYEE BENEFIT PLAN. This Article 13 does not apply to any proceeding against any trustee, investment manager or other fiduciary
of an employee benefit plan in that person’s capacity as such, even though that person may also be an Covered Person as defined
in Section 1 of this Article 13. Nothing contained in this Article 13 shall limit any right to indemnification to which such a
trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent
permitted by applicable law other than this Article 13.
ARTICLE 14
Amendments to the By-Laws
14.1. GENERAL.
These By-Laws may be restated and/or amended at any time, without the approval of the Shareholders, by a majority vote of the then
Board.
ARTICLE 15
Dividends
15.1. DECLARATION
OF DIVIDENDS. Dividends upon the Shares of the Trust may, subject to the provisions of the Declaration of Trust, if any,
be declared by the Board at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in
property, or in Shares of the Trust.
15.2. RESERVES.
Before payment of any dividend, there may be set aside out of any funds of the Trust available for dividends such sum or
sums as the Board may, from time to time, in its absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the Trust, or for such other purpose as the Board shall
deem to be in the best interests of the Trust, and the Board may abolish any such reserve in the manner in which it was created.
Date: December 6, 2018 as amended and restated on March
19, 2019