MYSHARES TRUST

(A Delaware Statutory Trust)

AMENDED AND RESTATED

BYLAWS

September 12, 2007

TABLE OF CONTENTS

ARTICLE I			3
NAME OF TRUST, PRINCIPAL OFFICE AND SEAL
ARTICLE II			3
MEETINGS OF TRUSTEES
ARTICLE III			4
COMMITTEES
ARTICLE IV			4
OFFICERS
ARTICLE V			6
MEETINGS OF SHAREHOLDERS
ARTICLE VI			8
SHARES IN THE TRUST
ARTICLE VII			8
CUSTODY OF SECURITIES
ARTICLE VIII			8
FISCAL YEAR AND ACCOUNTANT
ARTICLE IX			8
AMENDMENTS
ARTICLE X			9
MISCELLANEOUS

BYLAWS

OF

MYSHARES TRUST

(A Delaware Statutory Trust)

These Bylaws of MyShares Trust (the ?Trust?), a Delaware statutory trust, are subject to the Amended and Restated Declaration of Trust of the Trust dated September 12, 2007, as from time to time amended, supplemented or restated (the ?Amended and Restated Declaration of Trust?). Capitalized terms used herein have the same meaning as in the Amended and Restated Declaration of Trust.

ARTICLE I

NAME OF TRUST, PRINCIPAL OFFICE AND SEAL

SECTION 1. PRINCIPAL OFFICE. The principal office of the Trust shall be located in Montvale, New Jersey, or such other location as the Trustees may from time to time determine. The Trust may establish and maintain other offices and places of business as the Trustees may from time to time determine.

SECTION 2. DELAWARE OFFICE. The Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trust?s registered agent for service of process in the State of Delaware an individual resident of the State of Delaware or a Delaware corporation or a corporation authorized to transact business in the State of Delaware and in any case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust.

SECTION 3. SEAL. The Trustees may adopt a seal which shall be in such form and have such inscription as the Trustees may from time to time determine. Any Trustee or officer of the Trust shall have authority to affix the seal to any document, provided that the failure to affix the seal shall not affect the validity or effectiveness of any document.

SECTION 1. MEETINGS. Meetings of the Trustees may be held at such places and such times as the Trustees may from time to time determine. Such meetings may be called orally or in writing by the Chairman of the Trustees or by any other Trustee. Each Trustee shall be given at least twenty four hours? notice of any meeting unless such Trustee has waived the notice requirement by written instrument executed before, at or after such meeting or if such Trustee attends the meeting.

SECTION 2. ACTION WITHOUT A MEETING. Actions may be taken by the Trustees without a meeting or by a telephone meeting, as provided in Article 5, Section 5.12.3, of the Amended and Restated Declaration of Trust.

SECTION 3. COMPENSATION OF TRUSTEES. As provided by Article 5, Section 5.10.5 of the Amended and Restated Declaration of Trust, each Trustee may receive such compensation from the Trust for his or her services and reimbursement for his or her expenses as may be fixed from time to time by the Trustees.