SecProbe.io

CORRESP
1
filename1.htm

May 8, 2024

VIA EDGAR

David P. Mathews
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:	New Age Alpha Funds Trust (the “Trust”)
File Nos. 333-277581; 811-23945

Dear Mr. Matthews,

On March 1, 2024, the Trust
filed the above-referenced registration statement on Form N-1A (the “Registration Statement”) for the New Age Alpha Large
Core Fund (the “Fund”). On April 2, 2024, you provided written comments regarding the Registration Statement. This correspondence
filing responds to those comments. For your convenience and reference, I have summarized the comments in this letter and provided the
Trust’s response to each comment below.

General Comments

1. Comment:
                                            We note that portions of the registration statement are incomplete. In addition, a full
                                            financial review (e.g., seed financial statements, auditor’s report, consent,
                                            etc.) must be performed prior to declaring the registration statement effective. We will
                                            have accounting comments and may have additional other comments on such portions when you
                                            complete them in a pre-effective amendment, on disclosures made in response to this letter,
                                            on information supplied supplementally, or on exhibits added in any amendments.

  Response: The Fund acknowledges your comment.

2. Comment: Please advise us if you have submitted or expect to submit
any exemptive applications or no-action requests in connection with your registration statement. The staff may have additional comments.

  Response: The Trust expects to submit
                              an exemptive application for manager-of-manager’s relief in May 2024. Along with the submission,
                              the Trust expects to file a post-effective amendment to the Registration Statement.

FinTech Law

6224 Turpin Hills Drive |	Cincinnati,
OH 45244-3557 | fintechlegal.io |	(513)
991-8472

3. Comment:
                                            Please provide the name of the Fund’s independent registered public
                                            accounting firm in correspondence.

  Response: Cohen & Company Ltd. is the Fund’s independent registered public
               accounting firm, which we will include in the pre-effective amendment to the Registration Statement.

4. Comment: Please inform the staff if a party other than the Fund’s
sponsor or an affiliate is providing the Fund with initial seed capital. If so, supplementally identify the party providing the seed capital
and describe its relationship with the Fund.

  Response: The Fund’s investment adviser will provide the initial seed capital.

PROSPECTUS

Fees and Expenses, page 1

5. Comment: Please add a footnote to the fee table stating that expenses
are based on estimates for the current fiscal year.

  Response: The Fund has added the footnote.

6. Comment:
                                            The Fund’s description of principal investment strategies discloses that among
                                            its principal investments will be investment companies, including mutual funds, closed end
                                            fund and ETFs that provide exposure to large capitalization companies. Please add a line
                                            item to the fee table to reflect acquired fund fees and expenses (“AFFE”), or
                                            in correspondence, confirm that the Fund does not anticipate AFFE in its first year of operations
                                            to be greater than 0.01%. If the Fund does not anticipate AFFE greater than 0.01%, consider
                                            whether inclusion of investments in other investment companies as among the component of
                                            the Fund’s principal investment strategies is appropriate or accurate.

  Response: The
Fund confirms that it expects AFFE to be less than 0.01% during its first fiscal year.

7. Comment: The fee table notes that a deferred sales charge will “normally”
be imposed on purchases of $1 million or more Class A shares purchased without an initial sales charge that are redeemed within 12 months
of purchase; on page 14 this charge is described as a contingent deferred sales charge that “may” be imposed. Please clarify
in the disclosure and cross reference, as appropriate, to details elsewhere in the Prospectus regarding the circumstances under which
this deferred charge may or may not be imposed.

  Response: The Fund has revised the disclosure to address the comment.

FinTech Law

6224 Turpin Hills Drive |	Cincinnati,
OH 45244-3557 | fintechlegal.io |	(513)
991-8472

Principal Investment Strategies, page
2

8. The
                                            staff notes that Item 9 of the Prospectus should provide more details than Item 4 and should
                                            not be a verbatim retelling of Item 4 (See IM Guidance Update No. 2014-08 (June 2014)).
                                            With that in mind, and with regard to the comments below relating to disclosure of the Fund’s
                                            “Principal Investment Strategies” in Item 4 of the Prospectus, please consider
                                            adding the below requested additional details or explanations to the descriptions of the
                                            Fund’s principal investment strategies to Item 9 of the Prospectus (i.e., the
                                            “Additional Information Regarding the Fund’s Investment Objectives, Principal
                                            Investment Strategies and Related Risks” section):

 a. Comment: Please clarify the Fund’s intended focus on investments
in “core” large capitalization securities by explaining in the disclosure what the Adviser considers to constitute the characteristics
of “value” investing and “growth” investing and how those two investment styles differ.

    Response: The
Fund revised its Item 9 disclosure to address the comment.

 b. The
                                            disclosure suggests that the Fund will consider a security to be a large capitalization security
                                            if issued by a company with a market capitalization within the range of the companies within
                                            the S&P 500 Index. With regard to defining the Fund’s targeted market capitalization
                                            based on this Index:

 i. Comment: Please clarify what derivatives purchased by the Fund are
intended to provide exposure to (as it appears that a word or phrase is missing immediately before the parenthetical in the 3rd
bullet point of the first paragraph);

    Response: The Fund revised its disclosure to address the comment.

  ii. Comment: Also clarify in the disclosure whether the Fund’s investments
                           in derivatives based on indices other than the S&P 500 Index (see 4th bullet point of the first
                           paragraph) will provide exposure to different large capitalization ranges than that represented by the S&P
                           500 Index;

    Response: The Fund revised its disclosure to define “‘large-capitalization’
                              as companies in the top 70% of the capitalization of the U.S. equity market for actively traded securities.”

  iii. Comment:
                                            Identify or provide examples of the large-capitalization growth and large-capitalization
                                            value indices that the Adviser may deem appropriate for the Fund to gain exposure to via
                                            derivative instruments; and

    Response: The Fund has removed the disclosure related to derivative
                              instruments as it will not invest in them on a principal basis.

  iv. Comment: Please explain supplementally why
                                            the Fund considers a company with market capitalization at the bottom end of the Index’s
                                            range to be a large capitalization company, and in your response, address whether such categorization
                                            is consistent with common industry usage, classification used by mutual fund rating organizations
                                            and definitions in recognized industry publications. See FAQs about Rule 35d-1 (Investment
                                            Company Names), Question 6 (Dec. 4, 2001).

    Response: The Fund has revised its definition of “large capitalization”
                              to mean “large capitalization” refers to companies in the top 70% of the capitalization of
                              the U.S. equity market for actively traded securities. This definition is consistent with widely accepted
                              definitions of small, mid, and large capitalization, which generally divides these definitions into the
                              first 10%, the next 20%, and the next 70% of U.S. equity markets for actively traded shares.

FinTech Law

6224 Turpin Hills Drive |	Cincinnati,
OH 45244-3557 | fintechlegal.io |	(513)
991-8472

 c. Comment: The disclosure refers to three “sleeves” of
the portfolio – “actively managed equity,” “passively managed equity,” and “actively managed fixed
income.” Please further clarify in the disclosure which components of the earlier-described primary investments of the Fund are
deemed to be within each sleeve, the anticipated contributions of each sleeve to overall Fund performance, and the expected or estimated
amounts of portfolio assets allocated to each sleeve.

    Response: The Fund has revised the principal investment strategy
                              section and removed this reference.

 d. Comment: Please provide further explanation and examples of the Adviser’s
qualitative and quantitative securities selection processes, its credit research and other techniques it considers proprietary (in addition
to ERF), which it expects in combination to contribute to the Fund’s goal of exceeding the total return of the Index, and also provide
a general description of the Adviser’s initial investment process and ongoing diligence and monitoring of the Fund’s investment
portfolio.

    Response: In selecting investments for the Fund, the Adviser uses
                              qualitative and quantitative analysis, credit research, and other proprietary strategies to identify securities
                              and other assets that, in combination, are expected to contribute to exceeding the total return of the
                              Index. In buying and selling securities for the Fund, the Adviser will apply its proprietary Expectations
                              Risk Factor (“ERF”) methodology to its security selection process. ERF uses an algorithm rooted
                              in actuarial risk principles to construct a portfolio with exposure to returns across sectors, styles,
                              geographies, and asset classes. The Fund defines “actuarial risk principals” as applying statistical
                              and mathematical practices similar to those used in actuarial science. These practices use mathematics,
                              statistics, and financial theory to evaluate various investment options’ potential risks and returns.
                              Using an actuarial-based approach, ERF aims to identify undervalued and overvalued securities and assign
                              them an ERF score, which is the probability that the issuer will not deliver growth to support the securities’
                              current price. By assigning these scores, the Adviser avoids the most likely overvalued securities and
                              invests in the most likely undervalued securities. The Adviser’s team of portfolio managers and analysts
                              then uses a qualitative bottom-up assessment of a company’s potential for success, including its
                              financial condition, earnings outlook, strategy, management, industry position, and economic and market
                              conditions. As a result of this investment process, the Fund may invest in a limited number of sectors
                              or industries.

  e. Comment: With respect to the description of the Adviser’s proprietary
                          ERF methodology, please explain the meaning and relevance of “actuarial risk principals” to the
                          methodology and describe in more detail what constitutes an “actuarial based approach” to the methodology.

    Response: The Fund defines “actuarial risk principals”
                              as applying statistical and mathematical practices similar to those used in actuarial science. These practices
                              use mathematics, statistics, and financial theory to evaluate various investment options’ potential
                              risks and returns. The Adviser deploys these practices in its proprietary ERF methodology to identify overvalued
                              securities, select undervalued ones to generate alpha and create an uncorrelated portfolio with the Index.
                              The Fund has added this definition to Item 9.

  f. Comment: Define the term “alpha” and explain how securities
                          in the intended portfolio will be expected to yield alpha in a manner uncorrelated to the Index.

    Response: The Fund has removed the reference to “alpha”
                              in its investment strategy.

FinTech Law

6224 Turpin Hills Drive |	Cincinnati,
OH 45244-3557 | fintechlegal.io |	(513)
991-8472

Principal Risks, pages 2-5

9. Comment: Please consider whether the following risk factors may be
applicable to the Fund and should be added to the disclosures of principal risks: (i) new fund risk; (ii) foreign currency risk; (iii)
geopolitical risks; and/or (iii) value style and growth style investment risks.

  Response: The Fund has added New Fund Risks but declined to add foreign currency,
               geopolitical, value, and growth style risks. While these risks may impact the Fund’s portfolio, the Adviser does
               not consider them principal risks.

Other Investment Strategies and Related
Risks – Portfolio Holdings and Disclosure Policy, page 12

10. Comment: Also state, if applicable, that a description of the Fund’s
policies and procedures concerning disclosure of portfolio securities will also be available on the Fund’s website.

  Response: The Fund has added this disclosure.

Fund Management, page 12

11. Comment: Please include a brief description of the Adviser’s
experience as an investment adviser as required by Item 10(a)(1) of Form N-1A.

  Response: The Fund has added this disclosure.

How the Fund Values Its Shares,
pages 13-14

12. Comment:
                                            Please clarify in the final paragraph of this section that an order to purchase or redeem
                                            shares will be priced at the NAV “next” calculated after the Fund’s receipt
                                            of an order in proper form.

  Response: The Fund has clarified the disclosure.

FinTech Law

6224 Turpin Hills Drive |	Cincinnati,
OH 45244-3557 | fintechlegal.io