FIRST TRUST ALTERNATIVE
OPPORTUNITIES FUND
AMENDED AND RESTATED
BY-LAWS
These Amended and
Restated By-laws (the "By-laws") of
First Trust Alternative Opportunities
Fund (the "Trust"), a Delaware
statutory trust, are subject to the
Trust's Amended and Restated
Agreement and Declaration of Trust
dated November 1, 2021, as from
time to time amended, supplemented
or restated (the "Trust Instrument").
Capitalized terms used herein, which
are defined in the Trust Instrument,
are used as therein defined.
ARTICLE I
OFFICES
Section 1.1 Delaw
are Office. The registered office of
the Trust in Delaware and the name
and address of its resident agent for
service of process shall be as set
forth in the Certificate of Trust of the
Trust, as filed with the Secretary of
State of ▇▇▇▇ ▇▇▇▇ on July 5, 2016,
and as may be amended and restated
from time to time.
Section 1.2 Princi
pal Office. The principal office of
the Trust shall be located in such
location as the Trustees may from
time to time determine. The Trust
may establish and maintain such
other offices and places of business
as the Trustees may from time to
time determine.
ARTICLE II
OFFICERS AND THEIR
ELECTION
Section 2.1 Office
rs. The officers of the Trust shall be
a President, a Treasurer, a Secretary,
a Chief Compliance Officer and such
other officers as the Trustees may
from time to time elect. It shall not
be necessary for any Trustee or other
officer to be a holder of Shares in the
Trust.
Section 2.2 Electio
n of Officers. Two or more offices
may be held by a single person.
Subject to the provisions of Section
2.3 hereof, the officers shall hold
office until their successors are
chosen and qualified and serve at the
pleasure of the Trustees.
Section 2.3 Resign
ations. Any officer of the Trust may
resign by filing a written resignation
with the President, the Secretary or
the Trustees, which resignation shall
take effect on being so filed or at
such later time as may be therein
specified.
ARTICLE III
POWERS AND DUTIES OF
OFFICERS AND TRUSTEES
Section 3.1 Chief
Executive Officer. Unless the
Trustees have designated the
Chairman as the chief executive
officer of the Trust, the President
shall be the chief executive officer of
the Trust.
Section 3.2 Treasu
rer. The Treasurer shall be the
principal financial and accounting
officer of the Trust. He shall deliver
all funds and securities of the Trust,
which may come into his hands to
such company as the Trustees, shall
employ as Custodian in accordance
with the Trust Instrument and
applicable provisions of law. He
shall make annual reports regarding
the business and condition of the
Trust, which reports shall be
preserved in Trust records, and he
shall furnish such other reports
regarding the business and condition
of the Trust as the Trustees may from
time to time require. The Treasurer
shall perform such additional duties
as the Trustees or the Chief
Executive Officer may from time to
time designate.
Section 3.3 Secret
ary. The Secretary shall record in
books kept for the purpose all votes
and proceedings of the Trustees and
the Shareholders at their respective
meetings. He shall have the custody
of the seal of the Trust. The
Secretary shall perform such
additional duties as the Trustees or
the Chief Executive Officer may
from time to time designate.
Section 3.4 Chief
Compliance Officer. The Chief
Compliance Officer ("CCO") of the
Trust shall be responsible for
administering the Trust's policies and
procedures adopted pursuant to Rule
38a-l(a) under the Investment
Company Act of 1940 ("1940 Act"),
as amended, or any successor
provision thereto. The CCO shall
have such other powers and duties as
from time to time may be conferred
upon or assigned to him by the
Trustees.
Section 3.5 ▇▇▇▇▇▇
▇▇▇▇ Officers. The Trustees from
time to time may appoint such other
officers or agents as they may deem
advisable, each of whom shall have
such title, hold office for such
period, have such authority and
perform such duties as the Trustees
may determine.
Section 3.6 Surety
Bonds. The Trustees may require
any officer or agent of the Trust to
execute a bond (including, without
limitation, any bond required by the
1940 Act) in such sum and with such
surety or sureties as the Trustees may
determine, conditioned upon the
faithful performance of his duties to
the Trust including responsibility for
negligence and for the accounting of
any of the Trust's property, funds or
securities that may come into his
hands.
Section 3.7 Remov
al. Any officer may be removed from
office at any time by the Trustees.
Section 3.8 Remu
neration. The salaries or other
compensation, if any, of the officers
of the Trust shall be fixed from time
to time by resolution of the Trustees.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 4.1 Notice
s. Notices of any meeting of the
Shareholders shall be given by the
Secretary by delivering or mailing,
postage prepaid, to each Shareholder
entitled to vote at said meeting,
written or printed notification of
such meeting at least seven (7) days
before the meeting, to such address
as may be registered with the Trust
by the Shareholder. Notice of any
Shareholder meeting need not be
given to any Shareholder if a written
waiver of notice, executed before or
after such meeting, is filed with the
record of such meeting, or to any
Shareholder who shall attend such
meeting in person or by proxy.
Notice of adjournment of a
Shareholders' meeting to another
time or place need not be given, if
such time and place are announced at
the meeting or reasonable notice is
given to persons present at the
meeting.
Section 4.2 Voting
Proxies. Subject to the provisions of
the Trust Instrument, Shareholders
entitled to vote may vote either in
person or by proxy, provided that
either (i) an instrument authorizing
such proxy to act is executed by the
Shareholder in writing and dated not
more than eleven (11) months before
the meeting, unless the instrument
specifically provides for a longer
period or (ii) an electronic,
telephonic, computerized or other
alternative to execution of a written
instrument authorizing the proxy to
act, which authorization is received
not more than eleven (11) months
before the meeting. Proxies shall be
delivered to the Secretary of the
Trust or other person responsible for
recording the proceedings before
being voted. A proxy with respect to
▇▇▇▇▇▇ held in the name of two or
more persons shall be valid if
executed by one of them unless at or
prior to exercise of such proxy the
Trust receives a specific written
notice to the contrary from any one
of them. If any Shareholder is a
minor or a person of unsound mind,
and subject to guardianship or to the
legal control of another person as
regards the control or management
of such Shareholder's shares, such
Shareholder's shares may be voted
by such guardian or such other
person appointed or having control,
and such vote may be given in
person or by proxy. Unless otherwise
specifically limited by their terms,
proxies shall entitle the holder
thereof to vote at any adjournment of
a meeting. A proxy purporting to be
exercised 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 on the challenger.
At all meetings of the Shareholders,
unless the voting is conducted by
inspectors, all questions relating to
the qualifications of voters, the
validity of proxies, and the
acceptance or rejection of votes shall
be decided by the Chairman of the
meeting. Except as otherwise
provided herein or in the Trust
Instrument, all matters relating to 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 ▇▇▇▇ ▇▇▇▇
corporation and the Shareholders
were shareholders of a Delaware
corporation.
Section 4.3 Broke
r Non-Votes. At any meeting of
Shareholders, the Trust will consider
broker non-votes as present for
purposes of determining whether a
quorum is present at the meeting.
▇▇▇▇▇▇ non-votes will not count as
votes cast.
Section 4.4 Place
of Meeting. All meetings of the
Shareholders shall be held at such
places as the Trustees may designate.
In the absence of any such
designation, Shareholders' meetings
shall be held at the principal office of
the Trust at the time of such
meetings. Notwithstanding the
foregoing, if either the President or
Secretary of the Trust, or in the
absence or unavailability of the
President and the Secretary, any
officer of the Trust, determines that
the date, time or place designated for
a meeting or adjourned meeting of
Shareholders is not reasonably
practicable or available as a result of
(a ) fire, flood, elements of nature, or
other acts of god, (b) acts of
terrorism, (c) outbreak or escalation
of hostilities, war, riots or civil
disorders or (d) other similar events,
such officer may, without further
notice to Shareholders, designate
such other date, time or place for
such meeting or adjourned meeting
as such officer shall, in his or her
sole discretion, determine.
Section 4.5 Condu
ct of Meetings of Shareholders.
The meetings of Shareholders shall
be presided over by the President, or
if he or she is not present, by the
Chairman, or if he or she is not
present, by any Vice President,
unless there is a Senior Vice
President, or if none of them is
present, then any officer of the Trust
appointed by the President to act on
his or her behalf shall preside over
such meetings. The Secretary, if
present, shall act as a Secretary of
such meetings, or if he or she is not
present or is otherwise presiding
over the meeting in another capacity,
an Assistant Secretary, if any, shall
so act. If neither the Secretary nor
the Assistant Secretary is present or,
if present, the Secretary is otherwise
presiding over the meeting in another
capacity, then any such person
appointed by the Secretary to act on
his or her behalf shall act as
Secretary of such meetings.
ARTICLE V
SHARES OF BENEFICIAL
INTEREST
Section 5.1 Share
Certificate. No certificates
certifying the ownership of Shares
shall be issued except as the Trustees
may otherwise authorize. The
Trustees may issue certificates to a
Shareholder for any purpose and the
issuance of a certificate to one or
more Shareholders shall not require
the issuance of certificates generally.
In the event that the Trustees
authorize the issuance of Share
certificates, such certificate shall be
in the form prescribed from time to
time by the Trustees and shall be
signed by the President and by the
Treasurer or Secretary. Such
signatures may be facsimiles if the
certificate is signed by a transfer or
shareholder services agent or by a
registrar, other than a Trustee, officer
or employee of the Trust. In case any
officer who has signed or whose
facsimile signature has been placed
on such certificate shall have ceased
to be such officer before such
certificate is issued, it may be issued
by the Trust with the same effect as
if he or she were such officer at the
time of its issue.
Section 5.2 Loss
of Certificate. In case of the alleged
loss or destruction or the mutilation
of a Share certificate, a duplicate
certificate may be issued in place
thereof, upon such terms as the
Trustees may prescribe.
Section 5.3 Discon
tinuance of Issuance of
Certificates. The Trustees may, at
any time, discontinue the issuance of
Share certificates and may, by
written notice to each Shareholder,
require the surrender of Share
certificates to the Trust for
cancellation. Such surrender and
cancellation shall not affect the
ownership of Shares in the Trust.
ARTICLE VI
INSPECTION OF BOOKS
The Trustees shall
from time to time determine whether
and to what extent, and at what times
and places, and under what
conditions and regulations the
accounts and books of the Trust or
any of them 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 law or otherwise by the
Trustees.
ARTICLE VII
AMENDMENTS
These By-laws may
be amended from time to time by the
Trustees.
ARTICLE VIII
HEADINGS
Headings are placed
in these By-laws for convenience of
reference only and, in case of any
conflict, the text of these By-laws
rather than the headings shall
control.
Adopted: November 23, 2016
Amended and Restated: November
1, 2021
Amended and Restated: March 6-7,
2024