SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Cantor Select Portfolios Trust – ‘N-14’ on 4/17/24

On:  Wednesday, 4/17/24, at 5:26pm ET   ·   Accession #:  1580642-24-2183   ·   File #:  333-278771

Previous ‘N-14’:  ‘N-14/A’ on 5/26/23   ·   Latest ‘N-14’:  This Filing   ·   6 References:   To:  Aquila Funds Trust – ‘485BPOS’ on 4/15/24 To:  Aquila Funds Trust – ‘N-CSR’ on 3/4/24 for 12/31/23 To:  Cantor Select Portfolios Trust – ‘485BPOS’ on 1/26/24 To:  Cantor Select Portfolios Trust – ‘N-14/A’ on 6/15/22 To:  Cantor Select Portfolios Trust – ‘N-1A/A’ on 4/22/22 To:  Cantor Select Portfolios Trust – ‘N-1A’ on 1/11/22 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/17/24  Cantor Select Portfolios Trust    N-14                   2:3.5M                                   Blu Giant, LLC/FA
          → Aquila High Income Fund ⇒ 4 Classes/Contracts
          → Aquila Opportunity Growth Fund ⇒ 4 Classes/Contracts
          → Cantor Fitzgerald Equity Opportunity Fund ⇒ 2 Classes/Contracts
          → Cantor Fitzgerald High Income Fund ⇒ Cantor Fitzgerald High Income Fund Class A — Cantor Fitzgerald High Income Fund Institutional Class

Document/Exhibit                   Description                      Pages   Size 

 1: N-14        Registration Statement by an Open-End Investment    HTML   2.08M 
                Company or Business Development Company (BDC) -                  
                Securities for a Merger                                          
 2: EX-99.14 OTH CONSENT  Other Consent                             HTML      5K 

As filed with the Securities and Exchange Commission on April 17, 2024
Securities Act File No. 333-[___]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549.

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒

Pre-Effective Amendment No. ☐

Post-Effective Amendment No. ☐

________________________________

Cantor Select Portfolios Trust

(Exact Name of Registrant as Specified in Charter)

110 E. 59^th Street, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)

212.915.1722
(Registrant’s Telephone Number, including Area Code)

Corporation Services Company

251 Little Falls Drive

Wilmington, Delaware 19808

New Castle County
(Name and Address of Agent for Service)

________________________________

________________________________

Title of securities being registered: Shares of a class of the Registrant

No filing fee is required because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of shares.

Approximate date of proposed public offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

It is proposed that this filing will become effective on May 17, 2024, pursuant to Rule 488 under the Securities Act of 1933, as amended.

COMBINED PROXY STATEMENT AND PROSPECTUS

FOR THE REORGANIZATION OF

Aquila Opportunity Growth Fund
(a series of Aquila Funds Trust)

INTO

Cantor Fitzgerald Equity Opportunity Fund
(a series of Cantor Select Portfolios Trust)

AND TO APPROVE THE LIQUIDATION AND TERMINATION OF

AQUILA FUNDS TRUST

May 28, 2024

PROXY MATERIALS

Aquila Opportunity Growth Fund
a series of Aquila Funds Trust

120 West 45th Street, Suite 3600

New York, New York 10036

May 28, 2024

Dear Shareholder,

A special meeting of shareholders of Aquila Funds Trust (“Existing Trust”) and its series Aquila Opportunity Growth Fund (“Existing Fund”) is to be held at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 at 2:00 p.m. Eastern time on July 12, 2024 (“Special Meeting”). We are sending this information to you because you are a shareholder of record of the Existing Fund as of April 15, 2024.

The Special Meeting has been called to consider important proposals affecting the Existing Fund. A definitive agreement has been reached between Aquila Investment Management LLC (“AIM”), the investment adviser of the Existing Fund, and Cantor Fitzgerald Investment Advisors, L.P. (“Cantor”) to sell assets used in AIM’s investment advisory business relating to the Existing Fund (the “Purchase Agreement”). Under the terms of the Purchase Agreement, subject to Fund shareholder approval, the Existing Fund would be reorganized (“Reorganization”) into a newly formed fund, the Cantor Fitzgerald Equity Opportunity Fund (“New Fund”), a series of Cantor Select Portfolios Trust (“New Trust”) pursuant to an Agreement and Plan of Reorganization (“Reorganization Agreement”).

The Board of Trustees of the Existing has approved the Reorganization Agreement. Following the Reorganization, AIM will not serve as investment adviser of the New Fund. Cantor will serve as the investment adviser of the New Fund and Smith Group Asset Management, LLC (“Smith”) will serve as the sub-adviser of the New Fund. Shareholders of the Existing Fund will receive shares of the New Fund in a transaction that is intended to qualify for U.S. federal income tax purposes as a “reorganization” under Section 368 of the Internal Revenue Code of 1986, as amended. At the Special Meeting, you will be asked to vote on the Reorganization Agreement.

Please note that the Purchase Agreement between Cantor and AIM provides that certain conditions must be satisfied or waived in order for the Reorganization to be consummated, including that shareholders of the Existing Fund approve the Reorganization. Accordingly, the Reorganization may not be consummated if shareholders do not approve the Reorganization.

If Existing Fund shareholders approve the Reorganization Agreement, the Reorganization will take effect on or about the close of business on July 26, 2024. At that time, the shares of the Existing Fund that you currently own would, in effect, be exchanged on a tax-free basis for shares of the New Fund with the same aggregate value.

In addition to being asked to approve the Reorganization Agreement, shareholders are also being asked to approve a proposal to liquidate and terminate the Existing Trust. Under the Declaration of Trust of the Existing Trust, shareholders must approve the liquidation and termination of the Existing Trust separate from the Reorganization. The Existing Trust cannot be terminated without shareholder approval.

A Combined Proxy Statement and Prospectus (the “Proxy Statement”) regarding the meeting, a proxy card for your vote at the meeting, and a postage-prepaid envelope in which to return your proxy card are enclosed. More information on the New Fund, the proposed Reorganization and the liquidation and termination of the Trust is contained in the enclosed Proxy Statement. You should review the Proxy Statement carefully and retain it for future reference. Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be. Thank you for your participation in this important initiative.

The Board recommends that you vote “FOR” each of the Reorganization Agreement and the liquidation and termination of the Existing Trust.

Attached, please find answers to various questions you may have in connection with the Meeting. Before you vote, please read the full text of the Proxy Statement for an explanation of each of the Proposals.

May 28, 2024

AQUILA FUNDS TRUST
Aquila Opportunity Growth Fund

120 West 45th Street, Suite 3600

New York, New York 10036

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD July 12, 2024

To the Shareholders of Aquila Opportunity Growth Fund:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (“Special Meeting”) of Aquila Funds Trust (“Existing Trust”) and its series Aquila Opportunity Growth Fund (“Existing Fund”) is to be held at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 at 2:00 p.m. Eastern time on July 12, 2024 to vote on the following proposal (“Proposal”), and any other matters that may properly come before the Special Meeting or any adjournment or postponement thereof:

Shareholders of record as of the close of business on April 15, 2024 are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement of the Meeting (the “Record Date”).

You are entitled to receive notice of, and to vote at, the Special Meeting and any adjournment or postponement of the Special Meeting, even if you no longer hold shares of the Existing Fund. Your vote is important no matter how many shares you own. It is important that your vote be received no later than the time of the Special Meeting.

Voting is quick and easy. Everything you need is enclosed. You may vote by completing and returning your proxy card in the enclosed postage-paid return envelope, by calling the toll-free telephone number listed on the enclosed proxy card, or by visiting the Internet website listed on the enclosed proxy card. You may receive more than one set of proxy materials if you hold shares in more than one account. Please be sure to vote each proxy card you receive. If we do not hear from you, our proxy solicitor, BetaNXT, may contact you. This will ensure that your vote is counted even if you cannot or do not wish to attend the Special Meeting. If you have any questions about the proposals or how to vote, you may call BetaNXT at (888) 734-2670 and a representative will assist you.

Important Notice Regarding the Availability of Proxy Materials for the Meeting: The Notice of Special Meeting of Shareholders and Proxy Statement are available at www.proxypush.com/AFT].

We urge you to review carefully the Reorganization proposal in the Proxy Statement. Then, fill out the proxy card and return it to us so that we know how you would like to vote. When shareholders return their proxy cards promptly, additional costs of having to conduct additional solicitation or mailings may be avoided. If you have any questions or would like to quickly vote your shares, call BetaNXT, our proxy solicitor, toll free at (888) 734-2670.

QUESTIONS AND ANSWERS RELATING TO THE REORGANIZATION

While we encourage you to read the full text of the enclosed Combined Proxy Statement and Prospectus (“Proxy Statement”), below is a brief overview of the proposal, which will require your vote.

Proposal 1 – To approve the Reorganization Agreement

As of the Record Date, there are no Class F shares of the Existing Fund currently outstanding and, accordingly, Class F shares of the Existing Fund are not being asked to approve the Reorganization Agreement.

You will not pay any sales charges in connection with the Reorganization. Although the price of the new shares of the New Fund may be different from the price of your current shares of the Existing Fund, the new shares you receive will have the same total value as your current shares immediately prior to the Reorganization so that the value of your investment will remain exactly the same.

Smith has significant experience in the management, research and trading of midcap companies. As of December 31, 2023, 29.7% of the holdings in a large cap mutual fund managed by Cantor and Smith were constituents of the CRSP MidCap Index, the current benchmark for the Existing Fund. Further, across all Smith managed strategies, in excess of $600 million was invested in holdings in the CRSP MidCap Index.

Over the ten years ended December 31, 2023, a large cap mutual fund managed by Cantor and Smith held on average 41.5% of the Fund in securities within the middle 15% of the free float-adjusted market capitalization in the U.S. equity markets, the definition of midcap stocks as defined by MSCI Inc.

Note: MSCI defines the top 70% of free float-adjusted market capitalization in the U.S. equity markets as large cap, the next 15% as mid cap and the bottom 15% as small cap.

In addition, Cantor has entered into an Expense Limitation Agreement with the New Trust, pursuant to which Cantor has agreed to waive or reduce its management fees and to assume other expenses of the New Fund in an amount that limits the Total Annual Operating Expenses of the New Fund (exclusive of (i) brokerage fees and commissions; (ii) acquired fund fees and expenses; (iii) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including, for example, option and swap fees and expenses); (iv) borrowing costs (such as interest and dividend expense on securities sold short); (v) taxes and (vi) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees and contractual indemnification of Fund service providers (other than Cantor) but inclusive of organizational costs and offering costs) to not more than 1.50% and 1.25% of the New Fund’s average daily net assets for Class A shares and Institutional Class shares, respectively, until [__], 2026.

See “Comparison of Fees and Expenses” in the Proxy Statement/Prospectus for more information.

Proposal 2 – To approve the liquidation and termination of the Existing Trust

Following the completion of the liquidation of the Existing Fund, the Existing Trust will be terminated in accordance with the Declaration of Trust of the Existing Trust as provided in Proposal 2.

The Board recommends that you vote “FOR” Proposal 1 and Proposal 2.

Both Proposals

Approval of the Reorganization requires the affirmative vote of the shareholders representing more than 50% of the voting power of the shares of the Existing Fund outstanding and entitled to vote on April 15, 2024. The shareholders of the Existing Fund will vote together as a single class and the voting power of the shares of each class of the Existing Fund will be counted together in determining the results of the voting for the Reorganization.

Approval of the liquidation and termination of the Existing Trust requires the affirmative vote of the shareholders representing more than 50% of the voting power of the shares of the Existing Trust, taken as a whole, outstanding and entitled to vote on April 15, 2024. The shareholders of each series of the Existing Trust will vote together as a single class and the voting power of the shares of each series will be counted together in determining the results of the voting for the liquidation and termination of the Existing Trust. As of the Record Date, there are two series of the Existing Trust: the Existing Fund and Aquila High Income Fund. Aquila High Income Fund will receive a separate proxy statement with respect to Proposal 2.

Approval of each Proposal will occur only if a sufficient number of votes at the Meeting are cast “FOR” the Proposal.

BetaNXT has been retained by the Existing Fund to solicit, collect and tabulate shareholder votes. Please vote by proxy as soon as you receive this Proxy Statement. You may cast your vote by completing, signing and mailing the enclosed proxy card, by calling the number on the enclosed proxy card, or via the Internet by following the on-line instructions if your account is eligible. If you vote by any of these methods, the persons appointed as proxies will officially cast your votes on your behalf at the Special Meeting. You may also attend the Special Meeting and cast your vote in person at the Special Meeting.

PLEASE VOTE THE ENCLOSED PROXY BALLOT CARD.
YOUR VOTE IS VERY IMPORTANT!

COMBINED PROXY STATEMENT/PROSPECTUS

May 28, 2024

FOR THE REORGANIZATION OF
Aquila Opportunity Growth Fund
a series of Aquila Funds Trust

120 West 45th Street, Suite 3600

New York, New York 10036

800-437-1000

IN EXCHANGE FOR SHARES OF

Cantor Fitzgerald Equity Opportunity Fund
a series of Cantor Select Portfolios Trust

110 E. 59th Street
New York, NY 10022

This Combined Proxy Statement and Prospectus (the “Proxy Statement”) is being furnished to shareholders of Aquila Opportunity Growth Fund (the “Existing Fund”), a series of Aquila Funds Trust (the “Existing Trust”), in connection with the Special Meeting of Shareholders (“Special Meeting”) of the Existing Trust and the Existing Fund to be held at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 on July 12, 2024, at 2:00 p.m. Eastern time. At the Special Meeting, shareholders will be asked to consider the following proposals:

Proposals

Proposal 1: To approve the Reorganization Agreement between the Existing Trust, on behalf of the Existing Fund and the New Trust, on behalf of the New Fund

The Reorganization Agreement provides that the Existing Fund will transfer all of its assets to the New Fund. In exchange for the transfer of these assets, the New Fund will simultaneously assume all the liabilities of Existing Fund and issue New Fund shares to the Existing Fund in an amount equal in value to the net asset value of the Existing Fund’s shares as of the close of business on the business day preceding the foregoing transfers (the “Reorganization”). These transfers are expected to occur on or about the close of business on July 26, 2024 (the “Closing Date”).

Immediately after the transfer of the Existing Fund’s assets, the Existing Fund will make a liquidating distribution to its shareholders of the New Fund shares received, so that a holder of shares in the Existing Fund on the Closing Date of the Reorganization will receive a number of shares of a class of the New Fund with the same aggregate value as the shareholder had in the shares of the Existing Fund immediately before the Reorganization. On the Closing Date of the Reorganization, shareholders of the Existing Fund will become shareholders of the New Fund.

A copy of the Reorganization Agreement is attached as Exhibit A. Each of the Existing Trust and the New Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Existing Trust is a Massachusetts business trust. The New Trust is a Delaware statutory trust. Aquila Investment Management LLC (“AIM”) serves as the investment adviser for the Existing Fund. Cantor Fitzgerald Investment Advisors, L.P. (“Cantor”) will serve as the investment adviser to the New Fund and Smith Group Asset Management, LLC (“Smith”) will be the sub-adviser. Certain of the Funds’ other service providers are listed below.

The Existing Fund and New Fund each have the identical investment objective to seek capital appreciation.

Proposal 2: To approve the liquidation and termination of the Existing Trust

In addition to being asked to approve the Reorganization Agreement, shareholders are also being asked to approve a proposal to liquidate and terminate the Existing Trust because, under the Existing Trust’s Declaration of Trust, shareholders must approve the liquidation and termination of the Existing Trust separate from the Reorganization. The Existing Trust cannot be terminated without shareholder approval.

The liquidation of the Existing Fund will be completed either pursuant to the Reorganization Agreement described in Proposal 1 or the Plan of Liquidation described in Proposal 2. If (1) shareholders of the Existing Fund approve the Reorganization as provided in Proposal 1, and (2) the Reorganization is consummated, the liquidation of the Existing Fund will be accomplished pursuant to the Reorganization Agreement described in Proposal 1. As described above, the Reorganization Agreement provides for the transfer of the assets of the Existing Fund, a series of the Existing Trust, to the New Fund, a series of the New Trust, in exchange for the assumption of all of the liabilities of the Existing Fund by the New Fund and shares of the New Fund, in complete liquidation of the Existing Fund. Upon consummation of the Reorganization, the Existing Fund will cease to exist. As noted above, however, shareholders must approve the liquidation and termination of the Existing Trust separate from the reorganization of the Existing Fund as described in Proposal 1.

If shareholders of the Existing Trust approve the liquidation and termination of the Existing Trust as provided in Proposal 2, but shareholders of the Existing Fund do not approve the Reorganization as provided in Proposal 1 and/or the Reorganization is not consummated, then the liquidation of the Existing Fund will be accomplished pursuant to the Plan of Liquidation described in Proposal 2. Pursuant to the Plan of Liquidation, the Existing Fund will promptly cease its investment operations and will not engage in any investment activities, except as necessary to effect the Existing Fund’s liquidation, including winding up its business, converting its portfolio securities to cash, discharging or making reasonable provision for the payment of all of its liabilities and making one or more liquidating distributions to shareholders on a pro rata basis in accordance with the Plan of Liquidation. After the liquidating distributions are made, the Existing Fund will cease to exist.

Following the completion of the liquidation of each series of the Existing Trust, the Existing Trust will be terminated in accordance with the Existing Trust’s Declaration of Trust as provided in Proposal 2.

This Proxy Statement contains information you should know before voting on the Proposals. Please read this Proxy Statement and keep it for future reference. If you need additional copies of this Proxy Statement, please contact the Existing Fund at 800-437-1000. Additional copies of this Proxy Statement will be delivered to you promptly upon request. For a free copy of the Existing Fund’s annual report for the fiscal year ended December 31, 2023, please contact the Existing Fund at 800-437-1000 or visit the Existing Fund’s website www.aquilafunds.com or write to the Aquila Opportunity Growth Fund at P.O. Box 534428, Pittsburgh, PA 15253-4428.

This Proxy Statement sets forth concisely the information that a shareholder of the Existing Fund should know before voting on the Proposals and should be retained for future reference. Certain additional relevant documents listed below, which have been filed with the U.S. Securities and Exchange Commission (“SEC”), are incorporated in whole or in part by reference. (That means that those documents are considered legally to be part of this Proxy Statement.) For a detailed discussion of the investment objectives, policies, risks and restrictions of the Existing Fund, see the Prospectus for the Existing Fund dated May 1, 2024, which has been filed with the SEC and is incorporated by reference into this Proxy Statement. A Statement of Additional Information for the Existing Fund dated May 1, 2024, has been filed with the SEC, and is incorporated by reference into this Proxy Statement.

The Existing Fund’s Prospectus dated May 1, 2024, Annual Report to Shareholders for the fiscal year ended December 31, 2023, containing audited financial statements, have been previously mailed to shareholders. Copies of these documents as well as the Existing Fund’s Statement of Additional Information are available upon request and without charge by calling 800-437-1000 or visiting the Existing Fund’s website www.aquilafunds.com or writing to the Aquila Opportunity Growth Fund at P.O. Box 534428, Pittsburgh, PA 15253-4428.

This Proxy Statement will be mailed on or about May 28, 2024, to shareholders of record of the Existing Fund as of April 15, 2024 (the “Record Date”).

THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No person has been authorized to give any information or to make any representations other than those contained in this Proxy Statement and in the materials expressly incorporated herein by reference and, if given or made, such other information or representations must not be relied upon as having been authorized by the Funds.

Table of Contents

PROPOSAL 1: TO APPROVE THE REORGANIZATION AGREEMENT

SYNOPSIS

This Synopsis is designed to allow you to compare the current fees, investment objective, policies and restrictions, and distribution, purchase, exchange and redemption procedures of the Existing Fund with those of the New Fund. This Synopsis is a summary of certain information contained elsewhere in this Proxy Statement or incorporated by reference into this Proxy Statement. Shareholders should read this entire Proxy Statement carefully. For more complete information, please read the Prospectus for the Existing Fund. The prospectus for the New Fund is not yet effective. The Existing Fund and the New Fund are each referred to herein as a “Fund” and, together, the “Funds”.

The Reorganization

Background. Shareholders of the Existing Fund are being asked to approve the Reorganization Agreement that provides for the Reorganization of the Existing Fund into the New Fund, a newly-created series of the New Trust, which has the same investment objective and similar investment strategies as the Existing Fund.

Pursuant to the Reorganization Agreement, the Existing Fund will transfer all of its assets to the New Fund in exchange solely for (a) the New Fund’s assumption of all the liabilities of Existing Fund and (b) shares of the New Fund. The Existing Fund will then distribute the New Fund shares that it receives to its shareholders in complete liquidation of the Existing Fund. Shares of the Existing Fund will be exchanged for shares of the New Fund in the Reorganization as set forth in the table below:

The result of the Reorganization is that shareholders of the Existing Fund will become shareholders of the New Fund. No front-end sales charges or contingent deferred sales charges will be imposed in connection with the Reorganization. There will be no repositioning of the Existing Fund’s portfolio in connection with the Reorganization.

The Board of Trustees of the Existing Trust, including the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act, has concluded that the Reorganization would be in the best interests of the Existing Fund and its shareholders, and that the interests of shareholders in the Existing Fund will not be diluted as a result of the transactions contemplated by the Reorganization. The Board of Trustees of the Existing Trust recommends that you vote FOR approval of the Reorganization. A discussion of the factors that the Board of Trustees of the Existing Trust considered before approving the Reorganization is included in the section “Reasons for the Reorganization.”

Tax Consequences. As a condition of the Reorganization, the Existing Fund and New Fund must receive an opinion of counsel to the effect that the Reorganization will constitute a “reorganization” within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, it is expected that neither shareholders of the Existing Fund nor the Existing Fund will recognize a gain or loss as a direct result of the Reorganization of the Existing Fund, and that the holding period and aggregate tax basis of shares of the New Fund received by shareholders of the Existing Fund will generally be the same as the holding period and aggregate tax basis of shares of the Existing Fund surrendered in the Reorganization. Prior to the consummation of the Reorganization, a shareholder may redeem its Existing Fund shares, generally resulting in the recognition of gain or loss for U.S. federal income tax purposes.

Shareholders should consult their own tax advisers concerning the potential tax consequences of the Reorganization to them, including foreign, state and local tax consequences. Except in the normal course of managing the Existing Fund, the Existing Fund’s adviser does not intend to sell any securities prior to the Reorganization.

Special Considerations and Risk Factors. The investment objective, principal investment strategies, and investment policies of the Existing Fund and the New Fund are similar. For a comparison of each Fund’s investment objectives and principal investment strategies, see “Investment Objective and Investment Strategies” below. For a more complete discussion of the risks associated with the respective Funds, see “Principal Risks of Investing in the Funds” below.

A General Description of The Funds

The New Trust is an open-end management investment company organized as a Delaware statutory trust on December 16, 2021. The New Fund is a series of the New Trust. The Existing Trust is an open-end management investment company organized as a Massachusetts business trust in 1982. The Existing Fund is a series of the Existing Trust. The Existing Fund offers five classes of shares, designated Class A, Class C, Class F, Class I, and Class Y. As of the Record Date, there were no Class F shares of the Existing Fund outstanding. The New Fund offers Class A, Institutional Class, and newly created Class R6 shares. If the Reorganization is approved, Class A shareholders of the Existing Fund will receive Class A shares of the New Fund, Class C shareholders of the Existing Fund will receive Class A shares of the New Fund, Class I shareholders of the Existing Fund will receive Class A shares of the New Fund, Class Y shareholders of the Existing Fund will receive Institutional Class shares of the New Fund. Class F shares of the Existing Fund will be closed and no longer offered. Class R6 shares will only be offered after the Reorganization.

Investment Objectives and Investment Strategies

This section will help you compare the investment objectives and principal investment strategies of the Existing Fund with those of the New Fund. This section also describes the key differences, if any, between the Funds. Please be aware that this is only a brief discussion. More complete information regarding each Fund may be found in the applicable Fund’s prospectus.

For a discussion of the risks of investing in each Fund, please see PRINCIPAL RISKS OF INVESTING IN THE FUNDS in this Proxy Statement.

The Fund’s Performance.

The New Fund is a newly-formed “shell” fund that has not yet commenced operations, and, therefore, has no performance history predating the Reorganization. The New Fund has been organized solely in connection with the Reorganization to acquire all of the assets and assume all of the liabilities of the Existing Fund and continue the business of the Existing Fund. Therefore, after the Reorganization, the Existing Fund will remain the accounting survivor and performance survivor. This means that the New Fund will continue to show the historical investment performance and returns of the Existing Fund (even after liquidation). The New Fund will be the legal survivor of the Reorganization.

The following bar chart and table show you how the Existing Fund has performed in the past, and can help you understand the risks of investing in the Existing Fund. The bar chart shows how the Existing Fund’s Class Y share performance has varied for each full calendar year shown. The table below the bar chart compares the Existing Fund’s returns (after applicable sales charges shown in Fees and Expenses below) for the periods shown with a broad measure of market performance.

From October 14, 2010 until September 30, 2021, Three Peaks Capital Management, LLC served as the sub-adviser of the Existing Fund and its predecessor fund, and each of the Existing Fund and its predecessor fund was known as “Aquila Three Peaks Opportunity Growth Fund.” Effective October 1, 2021, AIM became directly responsible for portfolio management decisions for the Existing Fund.

ANNUAL TOTAL RETURNS - As of December 31

Class Y Shares – 2014 - 2023

Calendar Years

The Existing Fund’s past performance (before and after taxes) is no guarantee of how the New Fund will perform in the future.

Investment Limitations

The Funds’ fundamental investment limitations are identical.

The Funds’ Purchase, Exchange and Redemption Procedures

Each Fund’s purchase and redemption procedures and policies regarding frequent trading as well as other features related to investing in the Funds are materially similar and summarized below. The polices of each Fund with respect to valuation and dividends are also materially similar. A more complete description of the Existing Fund’s policies and procedures can be found in the Existing Fund’s Prospectus. The prospectus for the New Fund is not yet effective.

Share Classes

The Existing Fund offers five classes of shares: Class A, Class C, Class F, Class I, and Class Y. The New Fund offers three classes of shares: Class A, Institutional Class, and Class R6.

Shareholders of the Existing Fund will receive shares of the New Fund in the Reorganization as set forth in the table below:

As of the Record Date, there were no Class F shares of the Existing Fund currently outstanding and, accordingly, Class F shares of the Existing Fund are not being asked to approve Proposal 1.

Class R6 of the New Fund will only be offered after the Reorganization.

As discussed below under “Fees and Expenses”, Existing Fund Class A shares are subject to a maximum initial sales charge of 4.25% and New Fund Class A shares are subject to a maximum initial sales charge of 5.75%. The other share classes of the Existing Fund and the Institutional Class shares of the New Fund are offered without an initial sales charge.

The Class C shares of the Existing Fund have a 1.00% contingent deferred sales charge, and none of the New Fund’s share classes have a contingent deferred sales charge.

For the Existing Fund, the minimum initial investment in Class A and Class C shares is $1,000; Class I, and Class Y shares do not have a stated investment minimum, but may only be purchased through a financial intermediary, which may impose separate investment minimums. For the Existing Fund, (i) the minimum initial investment in Class A shares is also $1,000, and subsequent investments can be made for $100; (ii) the minimum initial investment for IRAs, Uniform Gifts/Transfers to Minors Act accounts, direct deposit purchase plans, and automatic investment plans is $250 and through Coverdell Education Savings Accounts is $500, and subsequent investments in these accounts can be made for as little as $25; and (iii) for Institutional Class (except those shares purchased through an automatic investment plan), there is no minimum initial or subsequent purchase requirement, but certain eligibility requirements must be met.

Pricing Fund Shares

Each Fund’s share price (also called “net asset value” or “NAV”) and offering price (NAV plus a sales charge, if applicable) is determined as of the close of trading (normally 4:00pm Eastern time) every day the New York Stock Exchange (“NYSE”) is open. Each Fund calculates its NAV per share, generally using market prices, by dividing the total value of its net assets by the number of shares outstanding. Shares are purchased or sold at the next offering price determined after purchase or sale orders are received in proper form by each Fund or its authorized agents.

Existing Fund:

The net asset value of the shares of the Existing Fund’s classes of shares is determined on each day that the New York Stock Exchange is open (a “business day”), as of the scheduled close of regular trading (normally 4:00 p.m., New York time), by dividing the value of that Fund’s net assets (which means the value of the assets less liabilities) allocable to each class by the total number of shares of such class outstanding at that time. Fixed-income securities and certain derivative instruments generally are fair valued on the basis of market valuations furnished by a pricing service, which may use market prices or broker/dealer quotations or a variety of fair valuation techniques and methodologies to determine valuations. Equity securities and certain derivative instruments generally are priced daily by a nationally recognized securities pricing service using the last sale price on any particular exchange at the market close, or if the relevant market does not close, then as of 4:00 p.m. New York time. Any securities or assets for which pricing services are unable to supply prices, or if the prices supplied are determined to be unreliable are valued at their fair value. AIM has been designated as the Existing Fund’s Valuation Designee, with responsibility for fair valuation subject to oversight by the Existing Trust Board.

AIM also monitors information it routinely receives for significant events it believes will affect prices of portfolio instruments held by the Existing Fund. Significant events may affect a particular company or may affect securities markets (for example, a natural disaster that causes a market to close). If AIM is aware of a significant event that has occurred after the close of the market where a portfolio instrument is primarily traded, but before the close of the New York Stock Exchange, that AIM believes has affected or is likely to affect the price of the instrument, AIM, as the Existing Fund’s Valuation Designee, will use its best judgment to determine a fair value for that portfolio instrument.

The price at which a purchase or redemption of shares is effected is based on the net asset value next calculated after your purchase or redemption order is received in proper form. The New York Stock Exchange annually announces the days on which it will not be open. The most recent announcement indicates that it will not be open on the following days: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. However, the New York Stock Exchange may close on days not included in that announcement. Non-U.S. markets are open for trading on weekends and other days when the Existing Fund does not price its shares. Therefore, to the extent, if any, that the Existing Fund invests in securities traded in non-U.S. markets, the value of the Existing Fund’s shares may change on days when you will not be able to purchase or redeem Existing Fund shares.

New Fund:

The price at which you purchase or redeem shares is based on the next calculation of NAV after an order is received, subject to the order being accepted by the New Fund or its designated agent in good form. An order is considered to be in good form if it includes all necessary information and documentation related to a purchase or redemption request and, if applicable, payment in full of the purchase amount. The New Fund’s NAV per share of the New Fund is calculated by dividing the value of the New Fund’s total assets less liabilities (including Fund expenses, which are accrued daily) by the total number of outstanding shares. To the extent that the New Fund holds portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the New Fund does not price shares, the NAV of the New Fund’s shares may change on days when shareholders will not be able to purchase or redeem shares. The NAV per share of the New Fund is determined at the close of regular trading on the NYSE on the days the NYSE is open for trading. This is normally 4:00pm Eastern time. The New Fund’s shares will not be priced on the days on which the NYSE is closed for trading. In addition, the New Fund’s shares will not be priced on the holidays listed in the SAI. See the section titled “Net Asset Value” in the New Fund’s SAI for more detail.

The pricing and valuation of portfolio securities is determined in good faith in accordance with the New Fund’s policies and procedures established by the Board of Trustees of the New Trust (“New Trust Board”). In determining the value of a Fund’s total assets, portfolio securities are generally calculated at market value by quotations from the primary market in which they are traded. Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value. Instruments with maturities in excess of 60 days are valued at prices provided by a third-party pricing source. The New Fund normally uses third-party pricing services to obtain market quotations.

The pricing and valuation of portfolio securities is determined in good faith in accordance with the New Fund’s policies and procedures established by the Board. In determining the value of the New Fund’s total assets, portfolio securities are generally calculated at market value by quotations from the primary market in which they are traded. Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value. Instruments with maturities in excess of 60 days are valued at prices provided by a third-party pricing source. The New Fund normally uses third-party pricing services to obtain market quotations.

Securities will be valued at fair value when market quotations (or other market valuations such as those obtained from a pricing service) are not readily available or are deemed unreliable. Fair value determinations are made in accordance with the policies and procedures approved by the Board. Market quotations may not be readily available or may be determined to be unreliable when a security’s value or a meaningful portion of the New Fund’s portfolio is believed to have been materially affected by a significant event. A significant event is an event that is likely to materially affect the value of the New Fund’s investment. Such events may include a natural disaster, an economic event like a bankruptcy filing, a trading halt in a security, an unscheduled early market close or a substantial fluctuation in domestic and foreign markets that has occurred between the close of the principal exchange and the Exchange. In such a case, the value for a security is likely to be different from the last quoted market price. In addition, due to the subjective and variable nature of fair market value pricing, it is possible that the value determined for a particular asset may be materially different from the value realized upon such asset’s sale.

Comparison: The pricing policies for the Existing Fund and the New Fund have no material differences. Based on the portfolio holdings as of the date of this Proxy Statement/Prospectus, it is not anticipated that the valuation of the Existing Fund’s portfolio securities under the Existing Fund’s valuation procedures will be materially different than the valuation of the portfolio securities under the Acquiring Fund’s valuation procedures.

Purchase Procedures.

Each Fund prices direct purchases with the transfer agent based upon the next determined offering price (net asset value plus applicable sales load) or net asset value after the shareholder’s order is received. Direct purchase orders received by the Existing Fund and the New Fund by the close of the regular session of trading on the NYSE, generally 4:00 pm, Eastern time, are effected at that day’s public offering price or NAV.

Both the Existing Fund and the New Fund have authorized broker-dealers and other financial institutions (including their designated intermediaries) who have entered into selling agreements with the Fund’s distributor to accept on their behalf purchase and sell orders. Each Fund is deemed to have received an order when the authorized person or designee receives the purchase order, and the purchase order is processed at the NAV next calculated thereafter.

Automatic Investment Plan.

Existing Fund: You can make systematic investments in either Class A Shares or Class C Shares each pay period if your employer has established a Systematic Payroll Investment Plan with the Existing Fund. To participate in the payroll plan, you must make your own arrangements with your employer’s payroll department, which may include completing special forms. Additionally, the Existing Fund requires that you complete the New Account Application. Once your New Account Application is received by the Existing Fund and a New Account is opened, under the payroll plan your employer will deduct a preauthorized amount from each payroll check. This amount will then be sent directly to the Existing Fund for purchase of shares at the then current offering price, which includes any applicable sales charge. You will receive a confirmation from the Existing Fund for each transaction. Should you wish to change the dollar amount or end future systematic payroll investments, you must notify your employer directly. Changes may take up to ten days.

Automatic investment, telephone investment and systematic payroll investments are not available for Class F Shares, Class I Shares and Class Y Shares.

New Fund: The New Fund permits you to make automatic monthly investments in the New Fund from your bank, savings and loan or other depository institution, and the New Fund allows minimum investments of $250 and subsequent investments of $25 under its automatic investment plan.

Comparison: The Existing Fund only permits automatic investments from an employer’s payroll and only for certain share classes, but the Existing Fund does not set a minimum on such investments. The New Fund permits automatic investments from any account but imposes minimums on such investments.

Exchange Privilege.

Existing Fund: Generally, you can exchange shares of any class of the Existing Fund into shares of the same class of another fund in the Aquila Group of Funds without the payment of a sales charge or any other fee.

If applicable, shares you acquire as part of an exchange will continue to be subject to any CDSC that applies to the shares you originally purchased. When you ultimately sell your shares, the date of your original purchase will determine your CDSC.

Because excessive trading in Existing Fund shares can be harmful to the Existing Fund and its other shareholders, the right is reserved to revise or terminate the exchange privilege, to limit the number of exchanges or to reject any exchange if (i) the Existing Fund or any of the other funds in the Aquila Group of Funds believe that it or they would be harmed or be unable to invest effectively or (ii) it or they receive or anticipate receiving simultaneous orders that may significantly affect the Existing Fund or any other funds in the Aquila Group of Funds.

Before you request an exchange, consider the investment objectives and policies of the Existing Fund for which you are exchanging shares, as described in that fund’s prospectus. You generally will have to pay income taxes on an exchange.

Certain shareholders may be eligible to exchange their shares for shares of another class of the same fund. If eligible, no sales charges or other charges will apply to any such exchange. Generally, shareholders will not recognize a gain or loss for federal income tax purposes upon such an exchange. Investors should contact their financial intermediary to learn more about same fund exchanges.

New Fund: You may use proceeds from the redemption of shares of any series of the New Trust (a “Cantor Fund”) to purchase the same class of shares of another Cantor Fund, provided that shares of the Cantor Fund to be acquired are offered for sale in your state of residence. There is no charge for this exchange privilege. Before making an exchange, you should read the prospectus of the Cantor Fund into which the shares are to be exchanged. The class of shares of the Cantor Fund to be acquired will be purchased at the NAV next determined after receipt by the administrator of the written exchange request in proper form. The exchange of shares of one Cantor Fund for shares of another Cantor Fund is treated, for federal income tax purposes, as a sale on which you may realize a taxable gain or loss. To prevent the abuse of the exchange privilege to the disadvantage of other shareholders, each Cantor Fund reserves the right to terminate or modify the exchange privilege upon 60 days’ notice to shareholders.

Comparison: The policies regarding the exchange privileges of the Existing Fund and the New Fund are similar in that shareholders may exchange their shares of their Fund for shares of another Fund in the fund family. The New Fund does not have a policy regarding exchanges of share classes within a Fund.

Redemption Procedures.

For each of the Existing Fund and New Fund, a shareholder may sell some or all of the shareholder’s shares on any day that the Fund calculates its NAV. If the shareholder’s request is received by each Fund’s distributor, or its authorized agent, in proper form by the close of regular trading on the NYSE, you will receive a price based on that day’s NAV for the shares you sell, minus any applicable sales charge. Orders received after the close of trading on the NYSE will be based on the next calculated NAV. Each Fund permits redemptions directly by mail, phone, systematic withdrawal plan, and indirectly through a financial intermediary. The Existing Fund also permits redemptions online.

The Existing Fund and the New Fund generally intend to redeem shares in cash but each reserve the right to pay for redemptions with portfolio securities under certain conditions. However, the Existing Fund and the New Fund have each made an irrevocable election under Rule 18f-1 of the 1940 Act, wherein each Fund must pay redemptions in cash, rather than in kind, to any shareholder of record of the Fund who redeems during any 90-day period, the lesser of (i) $250,000 or (ii) 1% of the Fund’s NAV at the beginning of such period.

Systematic Withdrawal Plan

Existing Fund:

You may establish a Systematic Withdrawal Plan if you own or purchase Class A Shares of the Existing Fund having a net asset value of at least $5,000. The Systematic Withdrawal Plan allows you to receive a monthly or quarterly check in a stated amount, not less than $50. The Systematic Withdrawal Plan is not available for Class C, F, I or Y Shares.

New Fund:

A shareholder who owns New Fund shares of a particular class valued at $5,000 or more at the NAV may establish a systematic withdrawal plan (“Systematic Withdrawal Plan”) to receive a monthly or quarterly check in a stated amount (not less than $25). Each month or quarter, as specified, the New Fund will automatically redeem sufficient shares from your account to meet the specified withdrawal amount. The shareholder may establish this service whether dividends and distributions are reinvested in shares of the New Fund or paid in cash. Call or write the New Fund for an application form.

Comparison: The systematic withdrawal plans of the Existing Fund and the New Fund are substantially similar. However, the Existing Fund’s systematic withdrawal plan is limited to certain share classes, and the New Fund’s systematic withdrawal plan is available to all share classes. The minimum amount a shareholder can withdraw is higher for the Existing Fund than for the New Fund.

Low Balances

Existing Fund: The Existing Fund can redeem your shares if their value totals less than $500 as a result of redemptions or failure to meet and maintain the minimum investment level under an Automatic Investment program. Before such a redemption is made, we will send you a notice giving you 60 days to make additional investments to bring your account up to the minimum.

New Fund: For Class A shares, the New Fund reserves the right to redeem involuntarily any account having a value of less than $1,000 ($250 for IRAs, Roth IRAs, Uniform Gifts to Minors Act and Uniform Transfers to Minors Act accounts, or accounts with automatic investment plans, and $500 for Coverdell Education Savings Accounts) for three or more consecutive months, due to redemptions, or transfers, and not due to market action, upon 30-days’ prior written notice to the shareholder. For Institutional Class and Class R6 shares of the New Fund, if the shareholder redeems shares and the shareholder’s account balance falls below $500, the shareholder’s shares may be redeemed after 30 days’ prior written notice to the shareholder. If the shareholder brings his account NAV up to at least $1,000 or $500, as applicable, during the notice period, the account will not be redeemed. Redemptions from retirement accounts may be subject to federal income tax. Shareholders may also be charged a fee by their broker or agent if shares are redeemed or transferred through their broker or agent.

Comparison: The Existing Fund’s minimum account size is the same for all share classes. The minimum required balance varies by share class for the New Fund. The minimum for Class A shares of the New Fund is higher than that of the Existing Fund, but the minimum for the other share classes in the New Fund are the same as for the Existing Fund. The notice period before closing an account is longer for the Existing Fund than for the New Fund.

Distribution Arrangements and Shareholder Servicing

Pursuant to Rule 12b-1 under the 1940 Act, both the Existing Fund and the New Fund have adopted plans (each a “Plan”) of distribution pursuant to which each Fund may directly incur or reimburse the distributor for certain expenses and fees related to the distribution and sale of its shares and for services provided to shareholders. Because these fees are paid out of each Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. These payments are commonly referred to as “12b-1 fees.”

Existing Fund: Pursuant to the Plan, the Existing Fund makes payments with respect to Class A, Class C and Class I Shares under agreements to certain broker/dealers and other qualified recipients.

For any fiscal year, these payments may not exceed:

The Existing Fund also has a Shareholder Services Plan that authorizes it to pay a service fee under agreements to certain qualified recipients who have agreed to provide personal services to Class C shareholders and/or maintain their accounts. The Shareholder Services Plan also authorizes an identical arrangement with respect to Class I Shares. For any fiscal year, such fees may not exceed 0.25% of the average annual net assets represented by the applicable class of shares. Payment is made only out of the Existing Fund’s assets represented by the shares of the applicable class. Service fees with respect to Class C Shares will be paid to the Distributor.

New Fund: The Plan for the New Fund provides that the New Fund may annually pay the Distributor up to 0.25% of the average daily net assets attributable to its Class A Shares. The other share classes of the New Fund do not charge a 12b-1 fee.

Comparison: The 12b-1 fees of the New Fund are lower than those of the Existing Fund for each share class.

Frequent Trading Policy

Existing Fund:

The Existing Fund invests a significant amount of its assets in U.S.-traded, highly liquid securities for which prices are available on a daily basis at the time at which the Existing Fund prices its portfolio and determines the net asset value per share. As a result, the Existing Fund believes that there is less incentive for investors to engage in frequent and/or short-term trading (often referred to as market-timing) to benefit from “stale” pricing. Nonetheless, the Existing Fund recognizes that the possible presence of foreign securities in the Existing Fund’s portfolio and other circumstances, such as fluctuations in prevailing interest rates, may invite active in-and-out trading by Existing Fund shareholders, which may, if carried out on a large scale, impose burdens on the Existing Fund’s portfolio manager, interfere with the efficient management of the portfolio, increase the portfolio’s transaction costs, administrative costs or tax liability or otherwise be detrimental to the interests of the Existing Fund and its other shareholders. The Existing Fund therefore discourage market timing, and to the extent possible monitor for market timing patterns in the Existing Fund. As stated above, the Existing Fund and the Distributor may reject any order for the purchase of shares. For example, the Existing Trust Board has determined that the Existing Fund may reject purchase orders, on a temporary or permanent basis, from investors that the Existing Fund is able to determine are exhibiting a pattern of frequent or short-term trading in Existing Fund shares. The Existing Fund may not be able to detect frequent trading by the underlying owners of shares held in omnibus accounts and, therefore, may not be able effectively to prevent frequent trading in those accounts. Accordingly, there is no guarantee that the Existing Fund will be successful in identifying all investors who engage in excessive trading activity or in curtailing that activity. The Existing Fund’s policy on frequent trading extends to purchases through exchanges.

New Fund:

Frequent purchases and redemptions (“Frequent Trading”) of shares of the New Fund may present a number of risks to other shareholders of the New Fund. These risks may include, among other things, dilution in the value of shares of the New Fund held by long-term shareholders, interference with the efficient management by Cantor of the New Fund’s portfolio holdings, and increased brokerage and administration costs. Due to the potential of a thin market for the New Fund; portfolio securities, as well as overall adverse market, economic, political, or other conditions that may affect the sale price of portfolio securities, the New Fund could face untimely losses as a result of having to sell portfolio securities prematurely to meet redemptions. Frequent Trading may also increase portfolio turnover which may result in increased capital gains taxes for shareholders of the New Fund.

The New Trust Trustees have adopted a policy with respect to Frequent Trading that is intended to discourage such activity by shareholders of the New Fund. The New Fund does not accommodate Frequent Trading. Under the adopted policy, the New Fund’s transfer agent provides a daily record of shareholder trades to Cantor. The New Fund’s transfer agent also monitors and tests shareholder purchase and redemption orders for possible incidents of Frequent Trading. Cantor has the discretion to limit investments from an investor that Cantor believes has a pattern of Frequent Trading that Cantor considers not to be in the best interests of the other shareholders in the Fund by the New Fund’s refusal of further purchase orders from such investor. The New Fund’s policy regarding Frequent Trading is to limit investments from investor accounts that purchase and redeem shares over a period of less than 10 days having a redemption amount within 10% of the purchase amount and greater than $10,000 on two or more occasions during a 60-calendar day period, if these amounts exceed 1% of the New Fund’s net asset value. In the event such a purchase and redemption pattern occurs, an investor account and any other account with the same taxpayer identification number will be precluded from investing in the respective Fund for at least 30 calendar days after the redemption transaction.

Cantor may waive this policy when it determines that shareholder action is not detrimental to the New Fund or reflects a genuine financial need of the shareholder. Otherwise, Cantor intends to apply this policy uniformly, except that the New Fund may not be able to identify or determine that a specific purchase and/or redemption is part of a pattern of Frequent Trading or that a specific investor is engaged in Frequent Trading, particularly with respect to transactions made through accounts such as omnibus accounts or accounts opened through third-party financial intermediaries such as broker-dealers and banks (“Intermediary Accounts”). Therefore, this policy is not applied to omnibus accounts or Intermediary Accounts. Omnibus account arrangements permit multiple investors to aggregate their respective share ownership positions and to purchase and redeem Fund shares without the identity of the particular shareholders being immediately known to the New Fund. Like omnibus accounts, Intermediary Accounts normally permit investors to purchase and redeem Fund shares without the identity of the underlying shareholder being immediately known to the New Fund. Accordingly, the ability of the New Fund to monitor and detect Frequent Trading through omnibus accounts and Intermediary Accounts is limited, and there is no guarantee that the New Fund can identify shareholders who might be engaging in Frequent Trading through such accounts or curtail such trading. In addition, the policy will not apply if Cantor determines that a purchase and redemption pattern does not constitute Frequent Trading activity, such as inadvertent errors that result in frequent purchases and redemptions. Inadvertent errors shall include purchases and/or redemptions made unintentionally or by mistake (e.g., where an investor unintentionally or mistakenly invests in the New Fund and redeems immediately after recognizing the error). The investor shall have the burden of proving to the sole satisfaction of Cantor that a frequent purchase and redemption pattern was a result of an inadvertent error. In such a case, Cantor may choose to allow further purchase orders from such investor account.

Comparison: Both Fund discourage market timing and seek to identify and prevent it using similar policies.

Dividend Policies

Existing Fund:

The Existing Fund distributes dividends from net investment income, if any, on an annual basis normally before the end of its fiscal year which is December 31st. Because the Existing Fund invests primarily in equity securities, distributions from the Existing Fund, if any, may consist mostly of capital gains, which may be long- or short-term depending upon the length of time the Existing Fund has held the securities it sells. If the Existing Fund has had net long-term capital gains or net short-term capital gains for the year, it distributes dividends on those items at the same time. Short-term capital gains include the gains from the disposition of securities held for one year or less, the premiums from expired call options written by the Existing Fund and net gains from closing transactions with respect to such options. If necessary to avoid excise or other taxes, dividends and/or capital gains distributions may be made more frequently. Dividends and other distributions paid by the Existing Fund with respect to each class of its shares are calculated at the same time and in the same manner. The per share dividends and distributions can vary because each class will bear certain class-specific charges.

New Fund:

The New Fund will distribute most of its income and realized gains to shareholders every year. Income dividends paid by the New Fund derived from net investment income, if any, will generally be paid annually and capital gains distributions, if any, will be made annually. Shareholders may elect to take dividends from net investment income or capital gains distributions, if any, in cash or reinvest them in additional Fund shares. Shareholders will generally be taxed on distributions paid by the New Fund, regardless of whether distributions are received in cash or are reinvested in additional Fund shares. Distributions may be subject to state and local taxes, as well as federal taxes.

Comparison: The dividend policies for the Existing and New Fund are substantially the same.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

The Existing Fund and the New Fund are subject to identical investment risks.

FEES AND EXPENSES

Shareholders of the Funds pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that a shareholder would pay if the shareholder were to buy, hold or sell shares of each Fund. The fees and expenses in the tables appearing below are based on the expenses of the Existing Fund for the fiscal year ended December 31, 2023 and the pro forma expenses of the New Fund after giving effect to the Reorganization, based on pro forma net assets as of December 31, 2023. Pro forma numbers are estimated in good faith and are hypothetical. Actual expenses may vary significantly. A shareholder will not pay any sales load, contingent deferred sales charge, brokerage commission, redemption fee, or other transaction fee in connection with the receipt of shares of the New Fund from the Reorganization.

Comparison of Shareholder Fees

Comparison of Annual Operating Expenses
(as a percentage of average net assets)

Examples

This Example is intended to help you compare the cost of investing in the Existing Fund with the cost of investing in the New Fund. The Example assumes that you invest $10,000 in the Funds for the time periods indicated and then redeem (or you hold) all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

You would pay the following expenses if you did not redeem your Class C Shares:

The Examples above should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown.

FUND MANAGEMENT

Existing Fund

Advisor

AIM, 120 West 45th Street, Suite 3600, New York, NY 10036, AIM, is the Existing Fund’s investment advisor under an Advisory and Administration Agreement. With respect to the Existing Fund, AIM is also responsible for administrative services, including providing for the maintenance of the headquarters of the Fund, overseeing relationships between the Fund and the service providers to the Fund and providing other administrative services.

AIM is a wholly-owned subsidiary of Aquila Management Corporation (“AMC”), founder and sponsor of the Existing Fund in the Aquila Group of Funds. As of December 31, 2023, the Aquila Group of Funds consisted of seven tax-free municipal bond funds, Aquila High Income Fund and Aquila Opportunity Growth Fund, with aggregate assets of approximately $2.087 billion, of which approximately $1.875 billion consisted of assets of the tax-free municipal bond funds, $94 million in Aquila High Income Fund and $118 million in Aquila Opportunity Growth Fund. AMC’s address is the same as that of AIM. AMC was founded in 1984 and is principally owned by Diana P. Herrmann and members of her family. Ms. Herrmann is Vice Chair, a Trustee and the President of the Trust and Chair and Chief Executive Officer of AMC.

During the fiscal year ended December 31, 2023, the Fund accrued management fees at the annual rate of 0.90 of 1% on the Fund’s net assets up to $100 million, 0.85 of 1% of such assets above $100 million up to $250 million and 0.80 of 1% on assets above $250 million. The Fund paid management fees at the annual rate of 0.89 of 1% of its average annual net assets for the fiscal year ended December 31, 2023.

AIM does not have an expense limitation agreement in place for the Existing Fund.

Portfolio Managers

Mr. Pedro Marcal is the Lead Portfolio Manager of the Existing Fund since October 2021. Mr. John McPeake is the Co-Portfolio Manager of the Existing Fund since October 2021.Mr. Marcal is Director of Equities and High Yield and a Portfolio Manager at AIM since September 2021. Mr. Marcal was Founder and Owner of Maccabee, LLC from September 2012 to September 2021. Mr. Marcal was a Director in the Equities Group and mutual fund portfolio manager at Foresters Investment Management Co. from 2018 to 2019, where he managed Foresters’ global equities mutual fund and co-managed its U.S. equity analyst and trading teams. Previously, Mr. Marcal was a mutual fund global and international portfolio manager at Fred Alger Management, Inc. from 2013 to 2018, where he managed international equity funds, and a portfolio manager at Allianz Global Investors from 1994 to 2012, where he managed global and international mutual funds. Mr. Marcal has a Bachelor of Arts in economics from University of California, San Diego and an MBA from University of California at Los Angeles Anderson School of Business.

Mr. McPeake is a Portfolio Manager at AIM since September 2021. Mr. McPeake was a senior analyst at Rosenblatt Securities from March 2021 to September 2021, a technology, media and telecom analyst at 7Park Data from January 2020 to March 2021, a global technology analyst at Foresters Investment Management Co. from July 2018 to October 2019, a global technology portfolio manager at Devi Asset Management from April 2015 to July 2018, and a global senior technology analyst at Fred Alger Management from December 2007 to January 2015. Mr. McPeake has a BA in Geology from Hamilton College and an MBA in Finance from New York University, Stern School of Business.

New Fund

Advisor

The New Fund’s investment advisor is Cantor, located at 110 East 59^th Street, NY, NY 10022. Cantor was established and became registered in 2010 as an investment advisor with the SEC under the Investment Advisers Act of 1940, as amended. Cantor serves as an investment adviser to individuals, pension plans, charitable organizations, and registered funds. Pursuant to the investment advisory agreement with the New Trust, Cantor manages the investment portfolio and business affairs of the New Fund.

As full compensation for the investment advisory services provided to the New Fund, Cantor receives monthly compensation based on the New Fund’s average daily net assets at the annual rate of 0.80%.

In the interest of limiting expenses of the New Fund, Cantor has entered into an Expense Limitation Agreement with the Trust, pursuant to which Cantor has agreed to waive or reduce its management fees and to assume other expenses of a Fund in an amount that limits the Total Annual Operating Expenses of the New Fund (exclusive of (i) brokerage fees and commissions; (ii) acquired fund fees and expenses; (iii) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including, for example, option and swap fees and expenses); (iv) borrowing costs (such as interest and dividend expense on securities sold short); (v) taxes and (vi) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees and contractual indemnification of Fund service providers (other than Cantor) but inclusive of organizational costs and offering costs) to not more than 1.50% and 1.25% of the New Fund’s average daily net assets for Class A shares and Institutional Class shares, respectively, until [__], 2026. The Advisor may recoup investment advisory fees that it waived or Fund expenses that it paid under this agreement for a period of three years from the date the fees were waived or expenses paid, if the recoupment can be achieved without causing the expense ratio of the share class (after the recoupment is taken into account) to exceed (i) the expense limit in effect at the time the fees were waived or expenses paid, or (ii) the expense limit in place at the time of the recoupment.

Sub-Advisor

The New Fund’s sub-advisor is Smith located at 100 Crescent Court, Suite 1150, Dallas, TX 75201. Smith is registered as an investment advisor with the SEC under the Investment Advisers Act of 1940, as amended. Pursuant to a sub-advisory agreement with Cantor, Smith provides the New Fund with a program of continuous supervision of the New Fund’s assets, including developing the composition of its portfolio, and furnishes advice and recommendations with respect to investments, investment policies, and the purchase and sale of securities. Smith is also responsible for the selection of broker-dealers through which the New Fund executes portfolio transactions, subject to the brokerage policies established by the Trustees.

As full compensation for the investment advisory services provided to the New Fund, Smith is paid a sub-advisory fee by the Advisor, based on a percentage of the Fund’s daily net assets, at an annual rate of 0.35%.

Portfolio Managers

The individuals listed below are jointly and primarily responsible for day to day management of the New Fund’s portfolio. The New Fund’s lead portfolio manager is Eivind Olsen, who has served in that capacity since [July] 2024. John Brim is also a member of the investment team that manages the Fund and has served as Co-Portfolio Manager since [July] 2024.

Eivind Olsen, CFA Portfolio Manager. Eivind Olsen joined Smith in May 2008 and is a member of the portfolio management team. Prior to joining Smith, he was a portfolio manager with Brazos Capital Management/John McStay Investment Counsel from 1998 to 2008. From 1994 to 1996, he did equity research as an associate analyst with Rauscher Pierce Refsnes. He earned a bachelor’s degree in accounting and finance from Texas Christian University and an MBA in finance from the University of Texas. He is a member of the CFA Institute and the CFA Society of Dallas-Fort Worth.

John D. Brim, CFA Chief Investment Officer. John D. Brim joined Smith in March 1998 and is president and chief investment officer. Prior to joining the firm, he was a manager within the institutional investment consulting group of Deloitte & Touche from 1997 to 1998. From 1990 to 1997, Brim held a variety of positions, including senior client manager with NationsBank Asset Management in Dallas. He earned his bachelor’s degree in economics from Texas A&M University. He is a member of the CFA Institute and the CFA Society of Dallas-Fort Worth.

INFORMATION RELATING TO THE REORGANIZATION

Description of the Reorganization

The Reorganization Agreement provides that the Existing Fund will transfer all of its assets to the New Fund. In exchange for the transfer of these assets and liabilities, the New Fund will simultaneously assume all the liabilities of the Existing Fund and issue shares to the Existing Fund in an amount equal in value to the net asset value of the Existing Fund’s shares. Shares of the New Fund are shares of beneficial interest without par value in the New Fund series of the New Trust under its Agreement and Declaration of Trust and By-Laws. Under the Agreement and Declaration of Trust and By-Laws of the New Trust, the New Trust may issue an indefinite number of shares of beneficial interest for each class of shares of the New Fund. By class, each share of the New Fund represents an equal proportionate interest with other shares of the New Fund. Each share, by class, has equal earnings, assets, and voting privileges, and is entitled to dividends and other distributions out of the income earned and gain realized on the assets belonging to the New Fund as authorized by the Board of Trustees with respect to each class. Shares of the New Fund entitle their holders to one vote per full share and fractional votes for fractional shares held. Shares of the New Fund received by each shareholder of the Existing Fund in the Reorganization will be issued at NAV without a sales charge, will be fully paid and non-assessable. Shares have no subscription or preemptive rights. In the event of a liquidation or dissolution of the New Trust or the New Fund, shareholders of the New Fund are entitled to receive the assets available for distribution belonging to that class of shares of the New Fund, and a proportionate distribution, based upon the relative asset values of the respective funds, of any general assets, if any, not belonging to any particular fund which are available for distribution.

Immediately after the transfer of the Existing Fund’s assets, the Existing Fund will make a liquidating distribution pro rata to its shareholders of record of all the New Fund shares received, so that a holder of shares in the Existing Fund at the Closing Date of the Reorganization will receive a number of shares of the New Fund with the same net asset value as the shareholder had in the Existing Fund immediately before the Reorganization. Such distribution will be accomplished by the transfer of New Fund shares credited to the account of the Existing Fund on the books of the New Fund’s transfer agent. Each account will represent the respective pro rata number of full and fractional shares of the New Fund shares due to the shareholders of the Existing Fund. Class A shareholders of the Existing Fund will receive load-waived Class A shares of the New Fund. Class C shareholders of the Existing Fund will receive load-waived Class A shares of the New Fund. Class I shareholders of the Existing Fund will receive load-waived Class A shares of the New Fund. Class Y shareholders of the Existing Fund will receive Institutional Class shares of the New Fund. Class F of the Existing Fund will be closed, and Class R6 shareholders of the New Fund will not be offered until after the Reorganization. All issued and outstanding shares of the Existing Fund will simultaneously be canceled on the books of the Existing Fund.

The New Fund does not currently issue certificates to shareholders. The Existing Fund shareholder will have the right to receive any unpaid dividends or other distributions that were declared by the Existing Fund with respect to shares held on July 26, 2024 (the “Closing Date”). No shares of the New Fund to be issued will have preemptive or conversion rights. No front-end sales loads or contingent deferred sales charges will be imposed in connection with the receipt of such shares by the Existing Fund shareholders. The Existing Fund will then be liquidated and terminated.

The Reorganization Agreement contains customary representations, warranties and conditions designed to ensure that the Reorganization is fair to both parties. The Reorganization Agreement provides that the consummation of the Reorganization is contingent upon, among other things: (i) approval of the Reorganization Agreement by the shareholders of the Existing Fund; (ii) an undertaking from the New Trust Board of Trustees that for a period of no less than 3 years following the closing of the Reorganization it will be composed of at least 75% of persons who are not interested persons of Cantor, Smith or AIM; and (iii) an undertaking from the New Trust Board of Trustees that it will assure that the New Fund is not subject to an unfair burden as defined under Section 15(f) of the 1940 Act related to the Reorganization. In addition, the Reorganization Agreement contains a condition that requires that the Existing Trust and the New Trust shall have received a tax opinion, subject to the limitations as described below, that the consummation of the Reorganization will qualify as a “reorganization” under Section 368(a)(1) of the Code and will not result in the recognition of gain or loss for federal income tax purposes for the Existing Fund, the New Fund or their shareholders. The receipt of a tax opinion is a condition of the Reorganization that cannot be waived.

The Reorganization Agreement may be terminated if, on the Closing Date, any of the required conditions have not been met or if the representations and warranties are not true or, if at any time prior to the Closing Date of the Reorganization, the Board of Trustees of the Existing Trust determines that the consummation of the transactions contemplated by the Reorganization Agreements are not in the best interest of the Existing Fund’s shareholders. The parties may agree to amend the Reorganization to the extent permitted by law.

In addition, the Reorganization is one of two reorganizations of the series of the Existing Trust into different Cantor Fitzgerald Funds, and each of those reorganizations is contingent upon the approval by the shareholders of the respective fund(s) in the Existing Trust. Even if shareholders approve the respective reorganizations of the funds in the Existing Trust, including the Reorganization, consummation of the Reorganization is subject to certain conditions, including that the combined assets of such fund(s) in the Existing Trust for which the conditions precedent for the reorganizations of such funds have been satisfied amount to a certain agreed-upon threshold. Therefore, if such condition and other conditions are not satisfied or waived, then the Reorganization may not be consummated.

If the shareholders of the Existing Fund do not approve the Reorganization as described in Proposal 1, or if the Reorganization is not consummated, and the liquidation and termination of the Existing Trust is not approved as described in Proposal 2, then you will remain a shareholder of the Existing Fund. The Board of Trustees of the Existing Trust would then consider other alternatives for the Existing Fund, which would likely include asking shareholders to approve another proposal to liquidate and terminate the Existing Fund or the Existing Trust, and incurring additional expense to shareholders.

Agreement between Cantor and AIM

In connection with the Reorganization, Cantor and AIM have entered into an agreement pursuant to which Cantor has agreed to purchase from AIM certain assets that relate to AIM’s business of management and operation of mutual funds, including the Existing Fund, contingent upon the closing of the Reorganization, among other contingencies. Under this agreement, AIM has agreed to use its reasonable best efforts to obtain the approval of the Reorganization by the Board of Trustees of the Existing Trust and the Existing Fund’s shareholders, subject to any fiduciary duty to which AIM may be subject. In addition, as noted above, each of Cantor and the New Trust have covenanted to comply with Section 15(f) with respect to the Reorganization.

Federal Income Taxes

The following is a general summary of some of the important U.S. federal income tax consequences of the Reorganization, and is based upon the current provisions of the Code, the existing U.S. Treasury Regulations thereunder, current administrative rulings of the U.S. Internal Revenue Service (“IRS”) and published judicial decisions, all of which are subject to change, possibly with retroactive effect. These considerations are general in nature and individual shareholders should consult their own tax advisers as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-advantaged account, such as an individual retirement account (“IRA”) or qualified retirement plan.

The Reorganization is intended to be a “reorganization” within the meaning of Section 368 of the Code for U.S. federal income tax purposes. As a condition to the consummation of the Reorganization, Greenberg Traurig will deliver an opinion (“Tax Opinion”) to the Existing Trust and the New Trust to the effect that, based on the facts and assumptions stated therein (as well as certain representations made on behalf of the Existing Fund and New Fund) and the existing U.S. federal income tax law, and conditioned on the Reorganization being completed in accordance with the Reorganization Agreement, for U.S. federal income tax purposes:

Notwithstanding the foregoing, no opinion will be expressed as to the tax consequences of the Reorganization on contracts or securities on which gain or loss is recognized upon the transfer of an asset regardless of whether such transfer would otherwise be a nonrecognition transaction under the Code. Neither of the Funds have requested or will request an advance ruling from the IRS as to the U.S. federal income tax consequences of the Reorganization.

The Tax Opinion is not binding on the IRS or the courts and is not a guarantee that the tax consequences of the Reorganization will be as described above. If the Reorganization were consummated but the IRS or the courts were to determine that the Reorganization did not qualify as a “reorganization” under the Code, the Existing Fund would recognize gain or loss on the transfer of its assets to the New Fund, and each shareholder of the Existing Fund that held shares in a taxable account would recognize a taxable gain or loss equal to the difference between its tax basis in its Existing Fund shares and the fair market value of the shares of the New Fund it received.

The tax year of the Existing Fund is expected to continue with the New Fund, and the capital gains, if any, resulting from Fund turnover prior to the Reorganization will be carried over to the New Fund. If the Reorganization were to end the tax year of the Existing Fund (which is not the intended or expected plan as of the date of this Proxy Statement), it would accelerate distributions to shareholders from the Existing Fund for its short tax year ending on the Closing Date. Such distributions would be taxable and would include any capital gains resulting from Fund turnover prior to the Reorganization. If determined necessary by the Funds, the Existing Fund will declare a distribution to shareholders, which together with all previous distributions, will have the effect of distributing to shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if any, and net realized capital gains, if any, through the closing of the Reorganization.

General Limitation on Losses. Assuming the Reorganization qualifies as a tax-free reorganization, as expected, the New Fund will succeed to the tax attributes of the Existing Fund upon the closing of the Reorganization, including any capital loss carryovers that could have been used by the Existing Fund to offset its future realized capital gains, if any, for federal income tax purposes. The capital loss carryovers of the Existing Fund, if any, will potentially be available to offset future gains recognized by the New Fund. Capital losses of the Existing Fund or the New Fund may generally be carried forward indefinitely to offset future capital gains, subject to certain limitations.

Capital losses of the New Fund, as the successor in interest to the Existing Fund, may subsequently become subject to an annual limitation as a result of sales of the New Fund shares or other transactions occurring post-Reorganization to the extent that they are deemed to result in a change of ownership of the New Fund.

The foregoing description of the U.S. federal income tax consequences of the Reorganization applies generally to shareholders who are not tax-exempt investors and does not take into account your particular facts and circumstances. Consult your own tax adviser about the effect of state, local, foreign, and other tax laws because this discussion only relates to U.S. federal income tax laws.

Capitalization

The following table sets forth, as of March 31, 2024: (i) the unaudited capitalization of each class of shares of the Existing Fund (ii) the hypothetical unaudited pro-forma capitalization of each class of shares of the New Fund, and (iii) the unaudited pro-forma combined capitalization of the New Fund assuming the Reorganization has been approved. If the Reorganization is consummated, the capitalizations are likely to be different on the Closing Date as a result of daily share purchase and redemption activity in the Existing Fund and changes in NAV.

REASONS FOR THE REORGANIZATION

AIM, the investment adviser for the Existing Fund, has agreed to sell assets used in its investment advisory business relating to the Existing Fund to Cantor, subject to shareholder approval of the Reorganization, among other conditions. The Reorganization is one of two reorganizations of the series of the Existing Trust into different Cantor Fitzgerald Funds, and each of those reorganizations is contingent upon the approval by the shareholders of the respective fund(s) in the Existing Trust. Even if shareholders approve the respective reorganizations of the funds in the Existing Trust, including the Reorganization, consummation of the Reorganization is subject to certain conditions, including that the combined assets of such fund(s) in the Existing Trust for which the conditions precedent for the reorganizations of such funds have been satisfied amount to a certain agreed-upon threshold. Therefore, if such condition and other conditions are not satisfied or waived, then the Reorganization may not be consummated. If the Reorganization does not take place, and the liquidation and termination of the Existing Trust is not approved in Proposal 2, the Board of Trustees of the Existing Trust would then consider other alternatives for the Existing Fund, which would likely include asking shareholders to approve another proposal to liquidate and terminate the Existing Fund or the Existing Trust, and incurring additional expense to shareholders.

As described herein, each of the Existing Fund and New Fund seeks capital appreciation and has a similar focus on investing in the securities of mid-cap companies.

Shareholders of the Existing Fund will become shareholders of the Existing Fund, which is part of the Cantor Fitzgerald Funds family with access to the wide array of distribution, marketing, administrative and other services offered by Cantor.

Board Considerations

The Board of Trustees of the Existing Trust (the “Existing Trust Board”) believes that the Reorganization of the Existing Fund is in the best interests of the Existing Fund and its shareholders.

The Reorganization was reviewed by the Existing Trust Board with the advice and assistance of counsel to the Existing Fund and the Independent Trustees. The review and consideration of the Reorganization by the Existing Trust Board, including the Independent Trustees, is discussed below. The Independent Trustees requested certain information from Aquila and Cantor to assist them in assessing the Reorganization. The Independent Trustees considered the information provided, in writing and orally, by Aquila and Cantor, at a meeting of the Board held on March 9, 2024. Following their consideration and discussion of the information provided, the Board approved the Reorganization and recommended that shareholders of the Existing Fund approve the Reorganization at the Special Meeting.

The information provided to the Existing Trust Board included information about Aquila’s strategic plans, including its decision to sell assets used in its investment advisory business relating to the Existing Fund to Cantor. The Existing Trust Board received information regarding the agreement between Aquila and Cantor and each party’s interest in the Reorganization, and the potential benefits to each party resulting from the Reorganization. The Board received representations that Cantor and Aquila have agreed to conduct, and use reasonable best efforts to cause their affiliates to conduct, their respective businesses in compliance with Section 15(f) of the 1940 Act so as not to impose an “unfair burden” on the Existing Fund.

The information provided to the Existing Trust Board also addressed, among other things: Cantor’s and Smith’s organizations and personnel; ownership structure; financial condition; mutual fund and asset management practices and capabilities; operations related to and supportive of their asset management business; relationships with key service providers; product line; distribution capabilities and resources; legal, risk and compliance infrastructure; legal and regulatory matters; and compliance matters.

The information provided to the Existing Trust Board also included information about the Reorganization, including the investment strategy of the New Fund; the fees and expenses of the New Fund; the expense limitation arrangements proposed for the New Fund; and information about the tax impact, if any, on shareholders of the New Fund, and the expected tax-deferred nature of the Reorganization.

The Existing Trust Board, including the Independent Trustees, considered the following matters, among others, in approving the Reorganization:

First, that AIM has agreed to sell assets used in its investment advisory business relating to the Existing Fund to Cantor, and that, in connection with that transaction, AIM recommended that the Existing Fund be reorganized into the New Fund, which is managed by Cantor and sub-advised by Smith. The Board considered the experience of Cantor and Smith in advising other mutual funds.

Second, that, after the Reorganization, Existing Fund shareholders would continue to be invested in an investment product with similar investment objectives and principal investment strategies as the Existing Fund. The Existing Trust Board considered that investment objectives of the Existing Fund and the New Fund to seek capital appreciation are identical. The Existing Trust Board considered that the principal investment strategies of the Existing Fund and the New Fund are similar and, in particular, that each of the Existing Fund and the New Fund typically invests a substantial portion of its assets in the securities of mid-cap companies. The Existing Trust Board considered that the stated investment strategy of the Existing Fund provides that the Existing Fund invests, under normal circumstances, at least 70% of its net assets in equity securities believed to have the potential for capital appreciation, whereas the stated investment strategy of the New Fund provides that the New Fund invests, under normal circumstances, at least 80% of its net assets in equity securities. The Existing Fund Board considered that such difference in the Funds’ stated investment strategies was not likely to be meaningful in light of each Fund’s focus on investing in the securities of mid-cap companies and investment objective to seek capital appreciation. The Existing Trust Board noted that the Funds’ fundamental investment limitations are identical.

Third, the fees and expenses of the New Fund as compared to the fees and expenses of the Existing Fund. The Existing Trust Board considered that Institutional shares of the New Fund and Class Y shares of the Existing Fund do not charge sales charges. The Existing Trust Board noted that Class A shares of the New Fund are subject to a higher initial sales charge than the corresponding Class A shares of the Existing Fund, and that, unlike Class A shares of the New Fund, the corresponding Class C shares and Class I shares of the Existing Fund do not pay an initial sales charge. The Existing Trust Board also noted that Class A shares of the New Fund and the corresponding Class I shares of the Existing Fund are not subject to a contingent deferred sales charge, whereas the corresponding Class C shares of the Existing Fund and certain shareholders of the corresponding Class A shares of the Existing Fund who do not pay an initial sales charge may be subject to a contingent deferred sales charge. The Existing Trust Board considered that, taking into account the anticipated benefits to shareholders resulting from the Reorganization, including anticipated lower expenses, on balance the Reorganization is in the best interests of the Existing Fund’s shareholders, notwithstanding any differences in sales charge structure among the share classes of the New Fund and the Existing Fund.

Fourth, that the management fee payable by the New Fund is less than the management fee payable by the Existing Fund. The Existing Trust Board considered that Rule 12b-1 distribution and service fees for Class A shares of the New Fund that Class A shares, Class C shares and Class I shares of the Existing Fund will receive in the Reorganization are lower as compared to the Rule 12b-1 distribution and service fees for Class A shares of the Existing Fund, Class C shares of the Existing Fund, and Class I shares of the Existing Fund. The Existing Trust Board considered that neither Institutional shares of the New Fund nor Class Y shares of the Existing Fund are not subject to any Rule 12b-1 distribution and/or service fees. The Existing Trust Board considered that the total operating expenses of each class of shares of the New Fund are anticipated to be lower than the total operating expenses of the corresponding classes of shares of the Existing Fund. The Existing Trust Board also considered that Cantor has contractually agreed to waive or reduce its management fees and to assume other expenses of a Fund in an amount that limits the Total Annual Operating Expenses of the Fund (exclusive of (i) brokerage fees and commissions; (ii) acquired fund fees and expenses; (iii) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including, for example, option and swap fees and expenses); (iv) borrowing costs (such as interest and dividend expense on securities sold short); (v) taxes and (vi) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees and contractual indemnification of Fund service providers (other than the Advisor) but inclusive of organizational costs and offering costs) to not more than 1.50% and 1.25% of the Fund’s average daily net assets for Class A shares and Institutional Class shares, respectively, until [__], 2026.

Fifth, that the Reorganization would result in the Existing Fund’s existing shareholders becoming part of the Cantor Fitzgerald Funds family with access to the wide array of distribution, marketing, administrative and other services offered by Cantor. The Existing Trust Board considered that the reputation, financial strength, resources and capabilities of Cantor could benefit the Existing Fund shareholders. As of December 31, 2023, Cantor, including its investment advisory affiliates, had assets under management of $13.2 billion. Shareholders of the Existing Fund would become part of a family of funds that offers a more diverse array of investment options. In addition, the Existing Trust Board considered that Cantor has greater potential for increasing the size of the Fund due to Cantor’s experience in distributing mutual funds through a broader range of distribution channels than currently is available to the Existing Fund. The Existing Trust Board also considered that the level of operational expenses for administrative, compliance and portfolio management services borne by the New Fund may be less than those borne by the corresponding Existing Fund as the New Fund is part of a larger mutual fund complex.

Sixth, that no sales charges will be assessed to shares received in connection with the Reorganization.

Seventh, that the Reorganization is expected to qualify for U.S. federal income tax purposes as a “reorganization” pursuant to Section 368(a) of the Code and therefore shareholders will not recognize gain or loss for U.S. federal income tax purposes from the Reorganization.

Eighth, that Cantor has agreed to pay all proxy and solicitation costs associated with each Fund’s participation in the Reorganization if the Reorganization is consummated and that, if the Reorganization is not consummated, the costs of the liquidation and termination of the Existing Trust will be borne by the series of the Trust, including the Existing Fund.

Ninth, that each of Cantor and AIM will benefit from the Reorganization. In that regard, the Board considered that Cantor and AIM have agreed to conduct, and use reasonable best efforts to cause their affiliates to conduct, their respective businesses in compliance with Section 15(f) of the 1940 Act so as not to impose an “unfair burden” on a Fund.

Tenth, that, if the Reorganization does not take place, and the liquidation and termination of the Existing Trust in Proposal 2 is not approved, the Board of Trustees of the Existing Trust would then consider other alternatives for the Existing Fund, which would likely include asking shareholders to approve another proposal to liquidate and terminate the Existing Fund or the Existing Trust, and incurring additional expense to shareholders.

In considering approval of the Reorganization, the Existing Trust Board, including all of the Independent Trustees, did not identify any single factor or group of factors as all-important or controlling and considered all factors together.

Based upon their evaluation of the relevant information presented to them, the Existing Trust Board, on behalf of the Existing Fund, including all of the Independent Trustees, concluded that the Reorganization would be in the best interests of the Existing Fund and that the interests of existing shareholders of the Existing Fund would not be diluted as a result of effecting the Reorganization.

SHAREHOLDER RIGHTS

General Shareholder Rights

General. The Existing Fund is a series of the Existing Trust. The Existing Trust is an open-end management investment company organized as a Massachusetts business trust in 1982. The Existing Trust is governed by its By-Laws and by applicable Massachusetts law.

The New Fund is a series of the New Trust. The New Trust is an open-end management investment company that was established as a statutory trust under Delaware law by an Agreement and Declaration of Trust dated December 16, 2021. The New Trust is governed by its By-Laws and by applicable Delaware law.

A fund organized as a Massachusetts business trust is governed by its declaration of trust and by-laws or similar instruments. The power and authority to manage the fund and its affairs reside with the trustees, and shareholder rights are generally limited to those provided to the shareholders in the declaration of trust or similar instrument, rather than by statute. A fund organized as a Delaware statutory trust, on the other hand, is governed both by the Delaware Statutory Trust Act (the “Delaware Act”) and the trust’s declaration of trust and by-laws or similar instruments. For a Delaware statutory trust, unlike a Massachusetts business trust, the law prescribes many aspects of corporate governance.

Shareholders of a Delaware statutory trust generally are shielded from personal liability for the trust’s debts or obligations. Shareholders of a Massachusetts business trust, on the other hand, are not shielded by the form of organization from the trust’s liabilities. Instead, a fund’s declaration of trust typically provides that a shareholder will not be liable, and further provides for indemnification to the extent that a shareholder is found personally liable, for the fund’s acts or obligations. The Declaration of Trust of the Existing Trust contains such provisions.

Similarly, the trustees of a Massachusetts business trust are not shielded from personal liability for the obligations of the trust by the form of organization. The trustees of a Delaware statutory trust, on the other hand, generally are shielded from personal liability for the trust’s acts or obligations under the Delaware Act. Courts in Massachusetts, however, have recognized limitations of a trustee’s liability in contract actions for the obligations of a trust contained in the trust’s declaration, and the Declaration of Trust of the Existing Trust contains such provisions limiting the liability of the Existing Trust’s Trustees, and also provides for indemnification of the Existing Trust’s Trustees to the extent that a Trustee is found personally liable, for the Existing Fund’s acts or obligations.

The Delaware Act addresses the right of a shareholder to bring a derivative action against the trust if the trustees refuse to do so. Under the Delaware Act, a shareholder’s derivative action may be subject to such additional standards and restrictions as are set forth in the declaration of trust. Massachusetts courts generally have required shareholders of business trusts to follow the provisions of the Massachusetts Business Corporation Act with respect to derivative lawsuits.

Comparison of Shareholder Rights

The foregoing is only a summary of certain rights of shareholders of the Existing Fund and the New Fund under their respective Trust’s governing charter documents and by-laws, state law, and the 1940 Act, and is not a complete description of provisions contained in those sources. Shareholders should refer directly to the provisions of state law, the 1940 Act and rules thereunder for a more thorough description.

Taxes

Please consult your tax adviser regarding your specific questions about federal, state and local income taxes. Below is a summary of some important tax issues that affect the Funds and their shareholders. This summary is based on current tax laws, which may change. This summary is not applicable to the tax consequences of the Reorganization. The tax status of the Reorganization is discussed above under INFORMATION RELATING TO THE REORGANIZATION – Federal Income Taxes.

Each Fund has qualified, or intends to qualify, to be treated as a regulated investment company under the Code. To remain qualified as a regulated investment company, a Fund must, among other requirements, distribute each year at least 90% of its taxable and tax-exempt income and diversify its holdings as required by the 1940 Act and the Code. While so qualified, so long as each Fund distributes all of its net investment company taxable and tax-exempt income and any net realized capital gains to the shareholders, it is expected that the Funds will not be required to pay any federal income taxes on the amounts distributed to shareholders.

The Existing Fund distributes substantially all of its taxable income annually. The New Fund will distribute substantially all of its net taxable income annually. Each Fund will distribute substantially all of its net realized capital gains, if any, at least annually. The dividends and distributions that shareholders receive may be subject to federal, state and local taxation, depending upon your tax situation. Distributions received from the Fund may be taxable whether or not shareholders reinvest them.

Income and short-term capital gains that are distributed to you are generally taxable as ordinary income for federal income tax purposes regardless of how long you have held your Fund shares. In general, to the extent that underlying income of the Fund consists of qualified dividend income, income distributions received by individual shareholders of the Fund may be subject to federal income tax at the individual shareholder’s applicable tax rate for long-term capital gains. To the extent that income distributions received by corporate shareholders of the Fund consist of dividends, the corporate shareholders may qualify for a dividends received deduction. Long-term capital gains distributed to you generally are taxable as long-term capital gains for federal income tax purposes regardless of how long you have held your Fund shares.

Each sale or exchange of Fund shares may be a taxable event. For tax purposes, an exchange of shares of one Fund for shares of another Fund (other than an exchange of shares of the Existing Fund for shares of the New Fund in connection with the reorganization) generally is treated as a taxable sale. You will receive an annual statement outlining the tax status of your distributions. You will also receive written notices of certain foreign taxes and distributions paid by the Funds during the prior taxable year.

Under current law, an additional 3.8% Medicare tax generally is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that any such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

Shareholders with tax-advantaged or other retirement accounts generally will not be subject to federal taxation on income and capital gain distributions until distributions from the retirement account are received. Shareholders should consult their tax adviser regarding the rules governing their own retirement plan.

INFORMATION ABOUT THE EXISTING FUND AND NEW FUND

For a detailed discussion of the investment objectives, policies, risks and restrictions of the Existing Fund, see the Prospectus for the Existing Fund dated May 1, 2024, which has been filed with the SEC and is incorporated by reference into this Proxy Statement. A Statement of Additional Information for the Existing Fund dated May 1, 2024, has been filed with the SEC, and is incorporated by reference into this Proxy Statement. The prospectus and statement of additional information for the New Fund are not yet effective. Copies of the Prospectus and Statement of Additional Information for the Existing Fund are available upon request and without charge by calling 800-437-1000 or visit the Existing Fund’s website www.aquilafunds.com or writing to the Aquila Opportunity Growth Fund at P.O. Box 534428, Pittsburgh, PA 15253-4428.

The Existing Trust and the New Trust are subject to the information requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act and in accordance therewith, and files reports and other information, including proxy materials and charter documents, with the SEC. Reports, proxy statements, registration statements and other information filed by the Existing Trust and the New Trust may be inspected without charge and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, DC 20549, and at the following regional offices of the SEC: Northeast Regional Office, 3 World Financial Center, Suite 400, New York, New York 10281; Southeast Regional Office, 801 Brickell Avenue, Suite 1800, Miami, Florida 33131; Midwest Regional Office, 175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60604; Central Regional Office, 1801 California Street, Suite 1500, Denver, Colorado 80202; and Pacific Regional Office, 5670 Wilshire Boulevard, Suite 1100, Los Angeles, California 90036. Copies of such materials may also be obtained from the EDGAR Database on the SEC’s Internet site at http//www.sec.gov, and the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, DC 20549 at prescribed rates.

Financial Statements. The financial statements of the Existing Fund for the fiscal year ended December 31, 2023 have been audited by Tait, Weller & Baker LLP, located at Two Liberty Place, 50 South 16th Street, Suite 2900, Philadelphia, Pennsylvania 19102, its independent registered public accounting firm, and are contained in the Annual Report to shareholders. The Existing Trust will furnish, without charge, a copy of the Annual Report and Semi-Annual report upon request. Requests should be made by calling 800-437-1000 or visit the Existing Fund’s website www.aquilafunds.com or writing to the Aquila Opportunity Growth Fund at P.O. Box 534428, Pittsburgh, PA 15253-4428. The Annual Reports and Semi-Annual Reports for the Existing Fund also are available on the SEC’s website at www.sec.gov. The New Fund has not yet commenced operations and, therefore, has not produced shareholder reports.

The Financial Highlights relating to the Existing Fund contained in the Annual Report for the fiscal year ended December 31, 2023 are attached as Exhibit B.

Under the Reorganization Agreement, the Existing Fund is proposed to be reorganized into the New Fund. Pro forma financial information for the New Fund has not been prepared because the New Fund is a newly-organized shell with no assets or liabilities that will commence investment operations upon completion of the Reorganization and continue operations of the Existing Fund. The Existing Fund will be the accounting survivor of the Reorganization.

Shareholder Approval of Proposal 1

Approval of the Reorganization Agreement in Proposal 1 requires the affirmative vote of the shareholders representing more than 50% of the voting power of the shares of the Existing Fund outstanding and entitled to vote on the Record Date. Shareholders of the Existing Fund are entitled to vote equal to the number of dollars representing the net asset value of the share or fractional share determined as of the close of business on the Record Date. Shareholders of the Existing Fund will vote as a single class on Proposal 1.

If the shareholders of the Existing Fund do not approve the Reorganization Agreement as described in Proposal 1, or if the Reorganization is not consummated, and the liquidation and termination of the Existing Trust is not approved as described in Proposal 2, then you will remain a shareholder of the Existing Fund. The Board of Trustees of the Existing Trust would then consider other alternatives for the Existing Fund, which would likely include asking shareholders to approve another proposal to liquidate and terminate the Existing Fund or the Existing Trust, and incurring additional expense to shareholders.

The Existing Trust Board unanimously recommends that shareholders of the Existing Fund vote FOR the Approval of the Reorganization Agreement in Proposal 1.

PROPOSAL 2: TO APPROVE THE LIQUIDATION AND TERMINATION OF THE EXISTING TRUST

In addition to being asked to approve the Reorganization in Proposal 1, you are also being asked to approve Proposal 2 to liquidate and terminate the Existing Trust. Under the Existing Trust’s Declaration of Trust, shareholders must approve the liquidation and termination of the Existing Trust separate from the Reorganization as described in Proposal 1. The Existing Trust cannot be terminated without shareholder approval. As of the Record Date, there were two series of the Existing Trust: the Existing Fund, and Aquila High Income Fund. Shareholders of Aquila High Income Fund will receive a separate proxy statement with respect to Proposal 2.

The Board of Trustees of the Existing Trust (the “the Existing Trust Board”) unanimously recommends that the Existing Fund’s shareholders vote “FOR” Proposal 2 to liquidate and terminate the Existing Trust.

Liquidation and Termination of the Existing Trust

The Declaration of Trust of the Existing Trust provides that, upon approval by the Existing Trust Board and the shareholders to terminate the Existing Trust, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, as may be determined by the Existing Trust Board, the Existing Trust shall, in accordance with such procedures as the Existing Trust Board considers appropriate, reduce the remaining assets of the Existing Trust to distributable form in cash or other securities, or any combination thereof, and distribute the proceeds to the shareholders of the shares of the Existing Trust in the manner determined by the Existing Trust Board, provided that shareholders of a particular Fund shall be entitled to receive a pro rata share of the net assets of such Fund only (with respect to the Existing Fund, a “Liquidation”). As discussed below, the Liquidation of the Existing Fund will be completed either pursuant to the Reorganization Agreement described in Proposal 1 or the Plan of Liquidation described in this Proposal 2. Upon the Liquidation of the Existing Fund and Aquila High Income Fund, the Existing Trust shall terminate, and the Existing Trust Board shall cause such instruments to be filed with the Commonwealth of Massachusetts and any other governmental office where such filing may be required in connection with the termination of the Existing Trust (the “Termination of the Existing Trust”).

Liquidation of the Existing Fund if Proposal 1 and Proposal 2 are Approved by Shareholders and the Reorganization is Consummated

If (1) shareholders of the Existing Fund approve the Reorganization as provided in Proposal 1, and (2) the Reorganization is consummated, the Liquidation of such Fund will be accomplished pursuant to the Reorganization Agreement described in Proposal 1. As described above, the Reorganization Agreement provides for the transfer of the assets of the Existing Fund, a series of the Existing Trust, to the corresponding New Fund, a series of the New Trust, in exchange for the assumption of all of the liabilities of the Existing Fund by the New Fund and shares of the New Fund, in complete Liquidation of the Existing Fund. Upon consummation of the Reorganization, the Existing Fund will cease to exist. As noted above, however, shareholders must approve the Liquidation and Termination of the Existing Trust separate from the Reorganization as described in Proposal 1.

Liquidation of the Existing Fund if Proposal 2 is Approved by Shareholders but Proposal 1 is Not Approved by Shareholders and/or the Reorganization is Not Consummated

If shareholders of the Existing Trust approve the Liquidation and Termination of the Existing Trust as provided in this Proposal 2, but shareholders of the Existing Fund do not approve the Reorganization as provided in Proposal 1 and/or the Reorganization is not consummated, then the Liquidation of the Existing Fund will be accomplished pursuant to the Plan of Liquidation described below and attached hereto as Exhibit C.

Pursuant to the Plan of Liquidation, the Existing Fund will promptly cease its investment operations and will not engage in any investment activities, except as necessary to effect the Existing Fund’s liquidation, including winding up its business, converting its portfolio securities to cash, discharging or making reasonable provision for the payment of all of its liabilities and making one or more liquidating distributions to shareholders on a pro rata basis in accordance with the Plan of Liquidation. After the liquidating distributions are made, the Existing Fund will cease to exist.

Termination of the Existing Trust if Proposal 2 is Approved by Shareholders

If shareholders of the Existing Trust approve the Termination of the Existing Trust as provided in this Proposal 2, then, following the completion of the Liquidation of the Existing Fund, either pursuant to the Reorganization Agreement described in Proposal 1 or the Plan of Liquidation described in this Proposal 2, the Termination of the Existing Trust will be accomplished in accordance with the provisions of the Declaration of Trust, by the filing of such instruments with the Commonwealth of Massachusetts and any other governmental office where such filing may be required to effect the Termination of the Existing Trust.

Reasons for the Liquidation and Termination of the Existing Trust

As discussed in Proposal 1, AIM, the investment adviser for the Existing Fund, has agreed to sell assets used in its investment advisory business relating to the Existing Fund to Cantor, subject to shareholder approval of the Reorganization discussed in Proposal 1, among other conditions.

As discussed in Proposal 1, the Existing Trust Board has determined, with respect to the Existing Fund, that the Reorganization of the Fund is advisable and in the best interests of the Fund and its shareholders. In connection with the Reorganization of the Existing Fund, the Existing Trust Board has determined that it is also advisable and in the best interests of the Existing Fund and its shareholders to Liquidate and Terminate the Existing Trust upon the consummation of the Reorganization.

In addition, the Existing Trust Board has determined that, even if the shareholders of the Existing Fund do not approve the Reorganization and/or the Reorganization is not consummated, it is advisable and in the best interests of the Existing Fund and its shareholders to Liquidate and Terminate the Existing Trust. In making that determination, the Existing Trust Board considered the Existing Trust’s representations that it had explored alternatives to reorganizing the Existing Fund with the New Fund or liquidating and terminating the Existing Trust, and that the Existing Trust had been unable to identify a suitable alternative for the Existing Fund. The Existing Trust Board considered the Existing Fund’s relatively small asset size, the lack of sufficient prospects for growth and new shareholders and the resultant inefficiencies, such as the high costs of operating the Existing Fund and the Existing Fund’s inability to realize economies of scale. The Existing Trust Board also considered, among other matters, the anticipated tax consequences of the Liquidation to the shareholders of the Existing Fund, including the potential that shareholders who hold their shares of the Existing Fund in individual retirement accounts or other tax deferred accounts might, under certain circumstances, incur tax penalties in connection with the Fund Liquidation, and the potential that liquidating distributions might escheat to the appropriate state if a shareholder could not be located.

Based on an evaluation of all the factors noted above, the Existing Trust Board concluded that, on balance, it is advisable and in the best interests of the Existing Fund and its shareholders to Liquidate and Terminate the Existing Trust. Based on its consideration of these and other factors deemed relevant, the Existing Trust Board, including all of Trustees who are not “interested persons” (as that term is defined in the 1940 Act) of the Existing Fund, unanimously approved the Liquidation and Termination of the Existing Trust and the Plan of Liquidation, and directed that Proposal 2 to Liquidate and Terminate the Existing Trust be submitted to a vote of the Existing Funds’ shareholders. the Existing Trust is not required to seek federal or state regulatory approval of the Plan of Liquidation or the Liquidation and Termination of the Existing Trust.

The Existing Trust Board unanimously recommends that the Existing Fund’s shareholders vote “FOR” Proposal 2 to Liquidate and Terminate the Existing Trust.

As discussed in this Proxy Statement, shareholders of the Existing Fund are being asked to approve Proposal 2 to Liquidate and Terminate the Existing Trust only because, under the Existing Trust’s Declaration of Trust, shareholders must approve the Liquidation and Termination of the Existing Trust separate from the Reorganization as described in Proposal 1. As discussed above, the Existing Trust Board recommends that you vote “FOR” Proposal 1 as well as Proposal 2.

Shareholders of the Existing Fund with the shareholders of the other series of the Existing Trust will vote together on Proposal 2 as a single class, in accordance with the Declaration of Trust of the Existing Trust. Thus, it is possible that the Liquidation and Termination of the Existing Trust as described in Proposal 2 could be approved by shareholders of the Existing Trust as a whole even if shareholders representing more than 50% of the voting power of the shares of the Existing Fund do not approve Proposal 2.

Summary of the Plan of Liquidation

The following discussion summarizes the important terms of the Plan of Liquidation, does not purport to be complete, and is subject in all respects to the provisions of, and is qualified in its entirety by reference to, the Plan of Liquidation, which is attached hereto as Exhibit C. Shareholders are urged to read the Plan of Liquidation in its entirety. The Plan of Liquidation provides for the complete liquidation of all assets of the Existing Fund, the payment and discharge of, or other provision for, all liabilities and obligations of the Existing Fund, and the distribution of the remaining net assets to shareholders. The Plan of Liquidation will only take effect if Proposal 2 is Approved by Shareholders but Proposal 1 is Not Approved by Shareholders and/or the Reorganization is Not Consummated. The Existing Trust Board recommends that you vote “FOR” Proposal 1 as well as Proposal 2.

The Plan of Liquidation will become effective on the date the Existing Fund’s shareholders together with the shareholders of the other series of the Existing Trust approve the Proposal (the “Effective Date”). After the Effective Date, the Existing Fund will promptly cease to engage in any business activities except for paying, satisfying, and discharging any existing debts and obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs, and may cease to invest its assets in accordance with its investment objective. As soon as practicable after the Effective Date (the “Liquidation Date”), the Existing Fund shall: complete the sale of the portfolio securities it holds in order to convert its assets to cash or cash equivalents, provided, however, that the Existing Fund may invest the proceeds of the sale of portfolio securities in investment grade short-term debt securities denominated in U.S. dollars; and determine and shall pay, or set aside in U.S. cash or U.S. cash equivalents, the amount of all known or reasonably ascertainable liabilities of the Existing Fund incurred or expected to be incurred prior to the Liquidating Distribution (as defined below).

As of the Liquidation Date, the Existing Fund shall distribute to its shareholders of record as of the close of business on the Liquidation Date, one or more liquidating distributions (each a “Liquidating Distribution”), in each case equal to the shareholder’s proportionate interest, determined on a class-by-class basis, in the net assets of the Fund attributable to the portfolio investments of the Existing Fund that were able to be converted to cash or cash equivalents (net of reserves) as of the date of payment of such Liquidating Distribution and were then available for distribution, less an estimated amount necessary to discharge (a) any unpaid liabilities and obligations of the Existing Fund on the Existing Fund’s books on the date of the first distribution, and (b) liabilities as the Existing Trust Board shall reasonably deem to exist against the assets of the Existing Fund.

If the Existing Fund is unable to make distributions to all of its shareholders because of an inability to locate shareholders to whom distributions are payable, these assets will be subject to applicable abandoned property laws.

The Existing Trust Board or any authorized officer of the Existing Trust shall have the authority to authorize such variations from or amendments of the provisions of the Plan of Liquidation with respect to the Existing Fund (other than the terms of the liquidating distributions) at any time, if the Existing Trust Board or such officer determines that such action would be advisable and in the best interests of the Existing Fund and its shareholders, as may be necessary or appropriate to effect the marshaling of Existing Fund assets and the complete liquidation of the Existing Fund, and the distribution of the Existing Fund’s net assets to its respective shareholders in accordance with the laws of the Commonwealth of Massachusetts and the purposes to be accomplished by the Plan of Liquidation. In addition, the Existing Trust Board may abandon this Plan of Liquidation with respect to the Existing Fund, with or without shareholder approval, at any time if it determines that abandonment would be advisable and in the best interests of the Existing Fund and its shareholders.

The series of the Trust, including the Existing Fund, shall bear all of the expenses incurred in connection with the Liquidation in the event the Reorganization is not consummated and the Liquidation is approved by shareholders of the Trust.

Material Federal Income Tax Consequences of the Liquidation of the Existing Fund

The following discussion summarizes the material U.S. federal income tax consequences to shareholders on receipt of their pro rata shares of the Liquidating Distribution from the Existing Fund pursuant to the provisions of the Plan of Liquidation. This discussion also summarizes the material U.S. federal income tax consequences to the Existing Fund resulting from its liquidation. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), temporary and proposed Treasury regulations and administrative and judicial interpretations, all as in effect on the date of this Proxy Statement and all of which are subject to change, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein.

As discussed above, pursuant to the Plan of Liquidation, the Existing Fund will sell its investment securities and distribute the proceeds to its shareholders on the basis of their respective shareholdings. The Existing Fund anticipates that it will retain its qualification for treatment as a regulated investment company under the Code during the liquidation period and, therefore, will not be taxed on any of its net income from the sale of its assets to the extent that such income is timely distributed to shareholders.

For federal income tax purposes, a shareholder’s receipt of his or her pro rata share of the Liquidating Distribution will be a taxable event in which the shareholder will be viewed as having sold his or her shares in exchange for an amount equal to the cash that he or she receives. Each shareholder generally will recognize gain (or loss) for federal income tax purposes equal to the amount by which such cash exceeds (or is less than) the shareholder’s adjusted tax basis in his or her Fund shares. If any gain or loss is recognized, such gain or loss generally will be treated as long-term capital gain or loss if the shareholder held Existing Fund shares for more than one year and otherwise generally will be treated as short-term capital gain or loss. Notwithstanding the foregoing, any loss realized by a shareholder in respect of shares with a tax holding period of six months or less will be treated as long-term capital loss to the extent of any capital gain dividends with respect to such shares. The federal income tax treatment that the Existing Fund shareholder would receive if such shareholder’s entire interest in the Existing Fund were redeemed prior to the liquidation generally would be identical to the federal income tax treatment described above to a shareholder in liquidation of the shareholder’s interest in the Existing Fund. In addition, before liquidating, the Existing Fund generally intends to continue to make its ordinary dividend distributions on a monthly basis.

The foregoing summary sets forth general information regarding the anticipated federal income tax consequences of the liquidation to the Existing Fund and to shareholders who are United States citizens or residents. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a shareholder in light of the shareholder’s particular circumstances, nor does it discuss the special considerations applicable to those holders of shares subject to special rules, such as shareholders whose functional currency is not the United States dollar, shareholders subject to the alternative minimum tax, shareholders who are financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities for U.S. federal income tax purposes, tax-exempt organizations or retirement accounts,

insurance companies, dealers in securities or foreign currencies, traders in securities who elect mark to market method of accounting, controlled foreign corporations, passive foreign investment companies, expatriates, or shareholders who hold their shares as part of a straddle, constructive sale or conversion transaction. This discussion assumes that shareholders hold their shares as capital assets within the meaning of Section 1221 of the Code (generally property held for investment). The Existing Fund will not seek an opinion of counsel or a ruling from the IRS with respect to the U.S. federal income tax consequences of the liquidation (absent the Reorganization) and accordingly there can be no assurance that the IRS will agree with the positions described in this Proxy Statement. This discussion also does not address the application and effect of any foreign state or local tax laws.

Shareholders should consult their own tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of the receipt of cash in exchange for their shares, in light of their individual circumstances.

Shareholder Approval of Proposal 2

Approval of the Liquidation and Termination of the Existing Trust in Proposal 2 requires the affirmative votes of shareholders representing more than 50% of the voting power of the shares of the Existing Trust taken as a whole outstanding and entitled to vote on the Record Date. Shareholders of the Existing Fund will vote together with shareholders of the other series of the Existing Trust on Proposal 2 and the voting power of the shares of the Existing Fund will be counted together with the voting power of the shares of the other series of the Existing Trust in determining the results of the voting.

Because shareholders of the Existing Fund in the Existing Trust will vote together with shareholders of the other series of the Existing Trust on Proposal 2 as a single class, it is possible that the Liquidation and Termination of the Existing Trust as described in Proposal 2 could be approved by shareholders of the Existing Trust as a whole even if shareholders representing more than 50% of the voting power of the shares of the Existing Fund do not approve the Proposal.

If Proposal 2 is not approved by the shareholders of the Existing Trust, the Existing Trust Board will consider what further action is appropriate, which would likely include calling another shareholder meeting to approve the Liquidation and Termination of the Existing Trust, and incurring additional expense to shareholders.

The Existing Trust Board of Trustees of the Fund unanimously recommends that shareholders vote FOR the Proposal to Liquidate and Terminate the Existing Trust in Proposal 2.

Costs of Reorganization of the existing fund and the liquidation and
termination of the existing Trust

The Existing Fund and the New Fund will not pay any costs related to the Reorganization of the Existing Fund or the Liquidation and Termination of the Existing Trust.

The costs of proxy solicitation; proxy printing, postage and processing; fund start-up costs; conversion fees; legal fees, the cost of preparing the Reorganization Agreement, and the proxy statement on Form N-14 and any other Reorganization costs will be borne by Cantor if the Reorganization is consummated. If the Reorganization is not consummated, the costs of the liquidation and termination of the Existing Trust will be borne by the series of the Existing Trust, including the Existing Fund. The estimated costs of the Reorganization are $175,000. Cantor and AIM have engaged BetaNXT, a proxy solicitation firm (the “Proxy Solicitor”), to assist in the solicitation. The estimated fees anticipated to be paid to the Proxy Solicitor for solicitation services are approximately $50,000 of the estimated total costs of the Reorganization.

Total costs of the liquidation and termination of the Existing Trust are estimated to be $[100,000], which will be borne by the series of the Trust, including the Existing Fund, in the event the Reorganization is not consummated.

VOTING MATTERS

General Information

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees of the Existing Trust in connection with the Special Meeting to be held on July 12, 2024 at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 at 2:00 p.m. Eastern time, and at any adjournments or postponements thereof. This Proxy Statement, along with a Notice of the Special Meeting and a proxy card, is first being mailed to shareholders of the Existing Fund on or about May 28, 2024. It is expected that the solicitation of proxies will be by mail or telephone. Certain officers and representatives of the Existing Fund, officers and employees of AIM or Cantor or their respective affiliates and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit votes by telephone, telegram, facsimile, or other communication.

The Existing Trust Board has fixed the close of business on April 15, 2024 (the “Record Date”) as the record date for determining the shareholders of the Existing Fund entitled to receive notice of the Special Meeting and to vote, and for determining the number of shares that may be voted, with respect to the Special Meeting or any adjournment thereof.

Quorum and Required Vote

Proposal 1

Proposal 1 provides for the approval of the Reorganization Agreement.

A quorum of shareholders of the Existing Fund is required to take action at the Special Meeting on Proposal 1. The holders of outstanding shares of the Existing Fund entitled to vote at the Special Meeting, present in person or by proxy, representing one-third (33.33%) of the voting power of the Existing Fund shall constitute a quorum. Shareholders of the Existing Fund are entitled to vote equal to the number of dollars representing the net asset value of the share or fractional share determined as of the close of business on the Record Date.

Approval of the Reorganization Agreement in Proposal 1 requires the affirmative vote of the shareholders representing more than 50% of the voting power of the shares of the Existing Fund outstanding and entitled to vote on the Record Date. Shareholders of the Existing Fund are entitled to vote equal to the number of dollars representing the net asset value of the share or fractional share determined as of the close of business on the Record Date. Shareholders of the Existing Fund will vote as a single class on Proposal 1.

The number of shares of the Existing Fund outstanding on the Record Date is 2,514,380.288 and the total net assets of the Fund as of such date are $113,053,411.66. The net asset value per share of each class of the Existing Fund on the Record Date is: Class A, $42.48, Class C, $26.29, Class I, $45.59 and Class Y, $49.23.

Proposal 2

Proposal 2 provides for the liquidation and termination of the Existing Trust.

A quorum of shareholders of the Existing Trust is required to take action at the Special Meeting on Proposal 2. The holders of outstanding shares of the Existing Trust, taken as a whole, entitled to vote at the Special Meeting, present in person or by proxy, representing one-third (33.33%) of the voting power of the Existing Trust, shall constitute a quorum. Total voting power of the Existing Trust taken as a whole is determined, not by the number of shares outstanding, but by net asset value of all of the outstanding shares (including fractional shares) of the Trust as of the Record Date. Shareholders of the Existing Trust are entitled to vote equal to the number of dollars representing the net asset value of the share or fractional share determined as of the close of business on the Record Date.

The Declaration of Trust of the Existing Trust provides that the Existing Trust may be terminated at any time by the affirmative vote of the shareholders representing more than 50% of the voting power of the shares of the Existing Trust outstanding and entitled to vote on the Record Date. Accordingly, at the Special Meeting, shareholders of the Existing Fund will vote together with the shareholders of the other series of the Existing Trust as a single class on Proposal 2 and the voting power of the shares of each class of the Existing Fund together with the voting power of the shares of the shareholders of the other series of the Existing Trust will be counted together in determining the results of the voting for Proposal 2.

Approval of Proposal 2 requires the affirmative vote of the shareholders representing more than 50% of the voting power of the shares of the Existing Trust outstanding and entitled to vote. Please note that, because shareholders of the Existing Fund will vote together with the shareholders of the other series of the Existing Trust on Proposal 2, it is possible that the liquidation and termination of the Existing Trust as described in Proposal 2 could be approved by shareholders of the Existing Trust as a whole even if shareholders representing more than 50% of the voting power of the shares of the Existing Fund do not approve Proposal 2.

However, as discussed in this Proxy Statement, shareholders of the Existing Fund are being asked to approve Proposal 2 to liquidate and terminate the Existing Trust only because, under the Existing Trust’s Declaration of Trust, shareholders must approve the liquidation and termination of the Existing Trust separate from the Reorganization as described in Proposal 1. As discussed above, the Board recommend that you vote “FOR” Proposal 1 and Proposal 2.

As of the Record Date, there were two series of the Existing Trust: the Existing Fund, and the Existing Trust High Income Fund. Shareholders of Aquila High Income Fund will receive a separate proxy statement with respect to Proposal 2.

The number of shares of the Existing Fund outstanding on the Record Date is 2,514,380.288 and the total net assets of the Fund as of such date are $113,053,411.66. The net asset value per share of each class of the Existing Fund on the Record Date is: Class A, $42.48, Class C, $26.29, Class I, $45.59 and Class Y, $49.23.

The number of shares of Aquila High Income Fund outstanding on the Record Date is 10,813,504.505 and the total net assets of the Fund as of such date are $87,146,958.29. The net asset value per share of each class of the Existing Fund on the Record Date is: Class A, $8.05, Class C, $8.05, Class I, $8.04 and Class Y, $8.06.

Adjournments

The Special Meeting may, by action of the chair of the Special Meeting and without any action by shareholders, be adjourned from time to time with respect to one or more matters to be considered at the Special Meeting, whether or not a quorum is present with respect to such matter.

Manner of Voting Proxies

If you wish to participate in the Special Meeting, you may vote by telephone or via the internet, or submit the proxy card included with this Proxy Statement, or attend in person. (Guidelines on voting by proxy card are immediately after the Notice of Special Meeting.)

If the enclosed proxy is properly executed and returned in time to be voted at the Special Meeting, the proxies named therein will vote the shares of beneficial interest represented by the proxy in accordance with the instructions marked on the returned proxy. Proxies that are properly executed and returned but are not marked with voting instructions will be voted FOR the proposed Reorganization and FOR any other matters deemed appropriate. It is not anticipated that any matters other than the approval of the Reorganization will be brought before the Special Meeting. Should other business properly be brought before the Special Meeting, it is intended that the accompanying proxies will be voted in accordance with the judgment of the persons named as such proxies.

Proxies may be revoked by executing and delivering a later-dated signed proxy to the President of the Existing Trust at the address set forth on the cover page of this Proxy Statement, or by attending the Special Meeting in person and voting your shares. Unless revoked, all valid proxies will be voted in accordance with the specifications thereon.

Broker Non-Votes and Abstentions

Abstentions and broker non-votes will count as shares present at the Meeting for purposes of establishing a quorum. Under the rules applicable to broker-dealers, if a broker holds a shareholder’s shares in the broker’s name, the broker will not be entitled to vote those shares if the broker has not received instructions from the shareholder. A “broker non-vote” occurs when a broker has not received voting instructions from a shareholder and is barred from voting the shares without shareholder instructions because the proposal is non-routine. The proposals described in this Proxy Statement are considered “non-routine” for purposes of determining broker-non-votes.

However, it is the Funds’ understanding that because broker-dealers, in the absence of specific authorization from their customers, will not have discretionary authority to vote any shares held beneficially by their customers on the matters expected to be presented at the Meeting, there are unlikely to be any “broker non-votes” at the Meeting.

Abstentions and broker non-votes are counted as present but are not considered votes cast at the Meeting. As a result, they have the same effect as a vote against Proposal 1 and Proposal 2. If the Reorganization is not approved by the shareholders of the Existing Fund or does not close for any other reason, such shareholders will remain shareholders of the Existing Fund, and the Existing Fund will continue to operate. The Existing Trust Board then will consider such other actions as it deems necessary or appropriate, including possible liquidation, for the Existing Fund. If sufficient votes in favor of the Reorganization are not received by the time scheduled for the Special Meeting. A majority of the votes cast by shareholders of the Existing Fund present in person or by proxy at the Special Meeting (whether or not sufficient to constitute a quorum) may adjourn the Meeting. The Special Meeting may also be adjourned by the Chairperson of the Meeting. Any business that might have been transacted at the Special Meeting originally called may be transacted at any such adjourned meeting at which a quorum is present.

Appraisal Rights

If Proposal 1 and/or Proposal 2 are approved at the Special Meeting, shareholders of the Existing Fund will not have the right to dissent and obtain payment of the fair value of their shares because the exercise of appraisal rights is subject to the forward pricing requirements of Rule 22c-1 under the 1940 Act, which supersede state law. Shareholders, however, have the right to redeem their Existing Fund shares until the Closing Date of the Reorganization or the Liquidation Date, as applicable.

Shareholders’ Proposals

The Existing Fund is not required to hold annual meetings and currently does not intend to hold such meetings unless shareholder action is required in accordance with the 1940 Act or other applicable law. A shareholder proposal to be considered for inclusion in a proxy statement at any subsequent meeting of shareholders must be submitted a reasonable time before a proxy statement for that meeting is printed and mailed. Whether a proposal is included in a proxy statement will be determined in accordance with applicable U.S. federal and state laws.

NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES.

Please advise the Existing Trust whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of this Proxy Statement needed to supply copies to the beneficial owners of the respective shares.

Record Date and Outstanding Shares

Only shareholders of record of the Existing Fund on the Record Date are entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof. At the close of business on the Record Date, there were outstanding and entitled to vote the following shares of beneficial interest of the Existing Fund:

Class F shares of the Existing Fund had no shares outstanding as of the Record Date.

The votes of the shareholders of the New Fund are not being solicited, because their approval or consent is not necessary for the approval of the Reorganization. At the close of business on the Record Date there were no New Fund shares.

Security Ownership of Certain Beneficial Owners and Management

As of the Record Date, the officers and Trustees of the Existing Trust, as a group, beneficially owned approximately 2.5% of the outstanding shares of Existing Fund. As of the Record Date, the New Fund had no shares outstanding.

A person who beneficially owns, either directly or indirectly, more than 25% of the voting securities of a series or acknowledges the existence of such control may be presumed to control the Fund. A control person could potentially control the outcome of any proposal submitted to the shareholders for approval, including changes to a Fund’s fundamental policies or terms of the investment advisory agreement with AIM.

As of April 15, 2024, to the knowledge of the Trustees and management of the Existing Trust, other than as set forth below, no person owned beneficially or of record 5% or more of the outstanding shares of each class of the Existing Fund.

Existing Fund

OTHER BUSINESS

The Board of Trustees of the Existing Trust knows of no other business to be brought before the Special Meeting. However, if any other matters come before the Special Meeting, it is the intention that proxies that do not contain specific restrictions to the contrary will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be addressed to the Existing Trust by calling 800-437-1000.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET. INFORMATION ON THE VARIOUS MANNERS OF VOTING ARE SET FORTH IN THE ENCLOSED PROXY.

EXHIBIT A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this [____] day of [_________], 2024 by and among: (i) Aquila Funds Trust (the “Target Entity”), an open-end registered investment company, separately, where applicable, on behalf of its series identified on Exhibit A hereto (each a “Target Fund”); and (ii) Cantor Select Portfolios Trust, an open- end registered investment company (the “Acquiring Entity”), separately, where applicable, on behalf of its series identified on Exhibit A hereto (each an “Acquiring Fund”). Aquila Investment Management, LLC (“Aquila”) joins this Agreement solely for purposes of Sections 1.1(f), 5.1(a), 9.2, 14, 16.3, 17.1, and 17.2. Cantor Fitzgerald Investment Advisors, LP (“Cantor”) joins this agreement solely for purposes of Sections 1.1(f), 5.1(a), 9.2, 14, 16.3, 17.1, and 17.2.

WHEREAS, the parties hereto intend for each Acquiring Fund and the corresponding Target Fund (as set forth in Exhibit A hereto) to enter into a transaction pursuant to which: (i) the Acquiring Fund will acquire the Assets and Liabilities (as each such term is defined in Section 1.1) of the Target Fund in exchange for the corresponding class or classes of shares (as applicable) of the Acquiring Fund of equal value to the Net Assets (as defined in Section 1.1(c)) of the Target Fund being acquired, and (ii) the Target Fund will distribute such shares of the Acquiring Fund to shareholders of the corresponding class of the Target Fund, in connection with the liquidation of the Target Fund, all upon the terms and conditions hereinafter set forth in this Agreement (each, a “Reorganization”). Each Acquiring Fund is, and will be immediately prior to Closing (defined in Section 3.1), a shell series, without assets or liabilities, created solely for the purpose of acquiring the Assets and assuming the Liabilities of the corresponding Target Fund;

WHEREAS, the Target Entity and the Acquiring Entity is each an open-end, registered investment company of the management type; and

WHEREAS, this Agreement is intended to be and is adopted as a plan of reorganization and liquidation with respect to the Reorganization within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (“Code”).

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1.1. Provided that all conditions precedent to a Reorganization set forth herein have been satisfied or, to the extent legally permissible, waived as of the Closing Time (defined in Section 3.1), and based on the representations and warranties each party provides to the others, the Target Entity and the Acquiring Entity agree to take the following steps with respect to such Reorganization, the parties to which and classes of shares to be issued in connection with which are set forth in Exhibit A:

(a) The applicable Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.1(b), to the corresponding Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume the Target Fund’s Liabilities, as defined and set forth in Section 1.1(c), and deliver to the Target Fund the number of full and fractional Acquiring Fund shares determined in the manner set forth in Section 2.

(b) The assets of the Target Fund to be transferred to the Acquiring Fund shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests, forwards, swaps and other financial instruments, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation, any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and any and all resulting recoveries), receivables (including dividends, interest, principal, subscriptions and other receivables), goodwill and other intangible property, and choses in action, copies of all books and records belonging to the Target Fund (including all books and records required to be maintained under the Investment Company Act of 1940, as amended (the “1940 Act”)), any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Closing Time, and all interests, rights, privileges and powers, other than the Target Fund’s rights under this Agreement on the Closing Date as defined in Section 2.1(a) (collectively, “Assets”). The Assets of the Target Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever, and there shall be no restrictions on the full transfer thereof, except as contemplated under Section 4.1(f).

(c) The Target Fund will use its best efforts to identify and discharge all known liabilities and obligations prior to the Closing Date (as defined in Section 3.1) to the extent possible and consistent with its own investment objectives and policies and normal business operations, and prior to the Closing Date will have discharged such liabilities, including without limitation (i) liabilities arising from the Target Fund’s allocation of Target Entity obligations, such as any undischarged obligations to board members under a deferred compensation plan; (ii) any liabilities, costs or charges relating to fee waiver and expense reimbursement arrangements between the Target Fund and Aquila (including any recoupment of any fees or expenses of the Target Fund previously waived or reimbursed); and, (iii) any liabilities or penalties resulting from the termination of material contracts or other commitments of the Target Fund, including the contracts listed on schedule 4.1(h). At the Closing, the Acquiring Fund shall assume all of the liabilities, obligations and debts of the Target Fund, whether known or unknown, absolute or contingent, accrued or unaccrued, existing at the Closing Time, and whether or not specifically referred to in this Agreement, including the liabilities that are known to the Target Fund and listed on schedule 4.1(i) (collectively, “Liabilities”). The Assets minus the Liabilities of a Target Fund shall be referred to herein as the Target Fund’s “Net Assets.”

(d) As soon as is reasonably practicable after the Closing, the Target Fund will distribute to its shareholders of record (“Target Fund Shareholders”) the shares of the Acquiring Fund of the corresponding class received by the Target Fund pursuant to Section 1.1(a), as set forth in Exhibit A, on a pro rata basis within that class, and without further notice the outstanding shares of the Target Fund will be redeemed and cancelled as permitted by its Governing Documents (as defined in Section 4.1) and applicable law, and the Target Fund will as promptly as practicable completely liquidate and dissolve as permitted by its Governing Documents and applicable law. Such distribution to the Target Fund Shareholders and liquidation of the Target Fund will be accomplished, with respect to each class of the Target Fund’s shares, by the transfer of the Acquiring Fund’s shares of the corresponding class then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders of the class. The aggregate net asset value of the Acquiring Fund’s shares to be so credited to the corresponding Target Fund Shareholders shall be equal to the aggregate net asset value of the corresponding Target Fund’s shares owned by the Target Fund Shareholders on the Closing Date. The Acquiring Fund shall not issue certificates representing shares in connection with such exchange.

(e) Ownership of the Acquiring Fund’s shares will be shown on its books, as such are maintained by the Acquiring Fund’s transfer agent.

(f) Beginning at least fifteen (15) business days prior to the Closing Date, the Target Fund will provide Cantor and the Acquiring Fund with a daily schedule of the Assets then held by the Target Fund, with current market values. At least ten (10) business days prior to the Closing Date, Cantor, on behalf of the Acquiring Fund, will advise Aquila and the Target Fund of any investments of the Target Fund shown on the Target Fund’s schedule of Assets that the Acquiring Fund would not be permitted to hold (i) under applicable law; or (ii) because the transfer of such investments would result in material operational or administrative difficulties (including relating to valuation matters) to the Acquiring Fund in connection with facilitating the orderly transition of the Target Fund’s Assets to the Acquiring Fund. Under such circumstances, to the extent practicable, the Target Fund will, if requested by the Acquiring Fund and in the Target Fund’s discretion, to the extent permissible and consistent with its own investment objectives and policies and the fiduciary duties of the investment adviser responsible for the portfolio management of the Target Fund, make a good faith effort to liquidate such investments prior to the Closing Date. Notwithstanding the foregoing, nothing herein will permit or require the Target Fund to liquidate any Assets, if, in the reasonable judgment of the Target Fund’s investment adviser, such disposition would adversely affect the Reorganization’s status as a “reorganization” for U.S. federal income tax purposes, or would adversely affect the Target Fund’s status as a “regulated investment company” under the Code or would otherwise not be in the best interests of the Target Fund.

(g) The Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least thirty (30) business days prior to the Closing Date.

(h) Any transfer taxes payable upon issuance of the Acquiring Fund’s shares in a name other than the registered holder of the Target Fund’s shares on the books and records of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom the Acquiring Fund’s shares are to be issued and transferred.

(i) Immediately after the Closing Time, the share transfer books relating to the Target Fund shall be closed and no transfer of shares shall thereafter be made on such books.

2.1. With respect to a Reorganization:

(a) The value of the Target Fund’s Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange (“NYSE”), which shall reflect the declaration of any dividends, on the Closing Date, using the valuation procedures set forth in the then-current prospectus for the Target Fund and the valuation procedures established by the Target Entity’s board of trustees. On the Closing Date, the Target Fund shall record the value of its Net Assets, as valued pursuant to this Section 2.1(a), on a valuation report (the “Valuation Report”) and deliver a copy of the Valuation Report to the Acquiring Fund by 7:00 pm (Eastern time) on the Closing Date, or as soon as practicable thereafter.

(b) The net asset value per share of each class of the Acquiring Fund shares issued in connection with the Reorganization shall be the net asset value per share of the corresponding class of the Target Fund as of the close of business on the Closing Date.

(c) The number of shares of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) issued in exchange for the Target Fund’s Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Closing Date. All Acquiring Fund shares delivered to a Target Fund will be delivered at net asset value without the imposition of a sales load, commission, transaction fee or other similar fee.

(d) All computations of value shall be made by the Target Fund or its designated recordkeeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund and/or its recordkeeping agent, and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting party.

3.1. Each Reorganization shall close on July [__], 2024, or such other date as the parties may mutually agree (the “Closing Date”). All acts taking place at the closing of a Reorganization (for each Reorganization, the “Closing”) shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of the later of 7:01 pm Eastern time or the finalization of the applicable Target Fund’s net asset value on the Closing Date of that Reorganization, unless otherwise agreed to by the parties (the “Closing Time”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. Unless otherwise waived by the Acquiring Entity, each Reorganization is contingent upon the closing of the other Reorganization. If either Reorganization shall fail to close for any reason, the Acquiring Entity shall not be obligated to complete the other Reorganization.

3.2. With respect to a Reorganization:

(a) The Target Fund’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be presented, transferred and delivered by the Target Fund’s custodian (the “Target Custodian”) as of the Closing Time to the Acquiring Fund’s custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Custodian to deliver to the Acquiring Fund’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act), in which the Assets are deposited, the Target Fund’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. A draft of such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such final certificates and other written instruments shall be transferred and delivered by the Target Custodian as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund’s custodian so as to constitute good delivery thereof. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to the undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers’ confirmation slips.

(b) The Target Entity shall direct the Target Custodian for the Target Fund to deliver, at the Closing or as soon as practicable thereafter, a certificate of an authorized officer stating that except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date. The Target Entity, on behalf of the Target Fund, shall deliver, at the Closing or as soon as practicable thereafter, a certificate of an authorized officer stating that all necessary Taxes (as defined below) in connection with the delivery of the Assets, including all applicable federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers.

(c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete.

(d) The Target Entity shall direct the transfer agent for a Target Fund (the “Target Transfer Agent”) to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Fund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

(e) In the event that on the Closing Date (i) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (ii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the board of trustees of the Acquiring Entity or the Target Entity, or the authorized officers of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impossible or impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

4.1. With respect to each Reorganization, the Target Entity, on behalf of itself or, where applicable the Target Fund, severally but not jointly, represents and warrants to the Acquiring Entity and the Acquiring Fund as follows:

(a) The Target Entity is a business trust organized under the laws of The Commonwealth of Massachusetts, validly existing and in good standing and with power under the Target Entity’s governing documents (including bylaws), as applicable (“Governing Documents”), to own all of its Assets, to carry on its business as it is now being conducted and to enter into this Agreement and perform its obligations hereunder. The Target Fund is a duly established and designated separate series of the Target Entity;

(b) The Target Entity is a registered investment company classified as a management company of the open-end type, and its registration with the U.S. Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act, and the registration of the shares of the Target Fund under the Securities Act of 1933, as amended (“1933 Act”), are in full force and effect, and will be in full force and effect on the Closing Date, and, to the knowledge of the Target Fund, no action or proceeding to revoke or suspend such registrations is pending, or threatened. All issued and outstanding shares of the Target Fund have been offered for sale in conformity in all material respects with applicable federal and state securities laws;

(c) No consent, approval, authorization, or order of any court or governmental authority or the Financial Industry Regulatory Authority (“FINRA”) is required for the consummation by the Target Fund and the Target Entity of the transactions contemplated herein, except such as have been obtained or will be obtained prior to the Closing Date under the 1933 Act, the Securities Exchange Act of 1934, as amended (“1934 Act”), the 1940 Act, and state securities or blue sky laws (which term as used herein shall include the laws of the District of Columbia and of Puerto Rico), each of which, as required, shall have been obtained on or prior to the Closing Date. No consent of or notice to any other third party or entity is required for the consummation by the Target Fund of the transactions contemplated by this Agreement;

(d) To the knowledge of the Target Fund, the current prospectus and statement of additional information and current shareholder reports of the Target Fund, and each prospectus and statement of additional information and shareholder reports of the Target Fund used at all times during the three (3) years prior to the date of this Agreement, conform or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

(e) To the knowledge of the Target Fund, the Target Fund is in compliance in all material respects with, and during the three (3) years prior to the date of this Agreement was in compliance in all material respects with, the requirements of, and the rules and regulations under, the 1933 Act, the 1934 Act and the 1940 Act, state securities laws and all other applicable federal and state laws or regulations. To the knowledge of the Target Fund, (i) the Target Fund is in compliance in all material respects with, and during the three (3) years prior to the date of this Agreement was in compliance in all material respects with, its investment objectives, policies, guidelines and restrictions and compliance procedures, and (ii) the value of the Net Assets of the Target Fund is, and during such period was, determined using portfolio valuation methods that, in the reasonable judgment of the Target Fund, comply in all material respects with the requirements of the 1940 Act and the rules and regulations of the Commission thereunder and the pricing and valuation policies of the Target Fund, and (iii) there have been no material miscalculations of the net asset value of the Target Fund or the net asset value per share of the Target Fund (or any class thereof) during the twelve (12) month period preceding the date hereof that, individually or in the aggregate, would have a material adverse effect on the Target Fund or its Assets and that have not been remedied or will not be remedied prior to the Closing Date in accordance with industry practice, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act. To the knowledge of the Target Fund, all advertising and sales material used by the Target Fund during the twelve (12) months prior to the date of this Agreement complied in all material respects, at the time such material was used, with applicable law and the rules and regulations of FINRA;

(f) Except as otherwise disclosed to and accepted, in writing, by or on behalf of the Acquiring Fund, the Target Fund will as of the Closing Time have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets free of adverse claims, including any liens or other encumbrances, and upon delivery and payment for such Assets, the Acquiring Fund will acquire good and marketable title thereto, free of adverse claims and subject to only those restrictions on the full transfer thereof as when they were held by the Target Fund, including, without limitation, such restrictions as might arise under the 1933 Act, provided that the Acquiring Fund will, as applicable, acquire assets that are segregated as collateral for the Target Fund’s derivative positions, including without limitation as collateral for swap positions and as margin for futures and options positions, subject to such segregation and liens that apply to such Assets;

(g) Except as otherwise disclosed to and accepted, in writing, by or on behalf of the Acquiring Fund, the Target Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Target Entity’s Governing Documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Target Fund or the Target Entity is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any lien, encumbrance, penalty or additional fee under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Target Fund or Target Entity is a party or by which it is bound;

(h) To the knowledge of the Target Fund, except as otherwise disclosed to and accepted, in writing, by or on behalf of the Acquiring Fund, all material contracts or other commitments of the Target Fund (other than this Agreement and certain investment contracts, including swap agreements, options, futures and forward contracts) will terminate or be terminated with respect to the Target Fund without liability to the Target Fund or may otherwise be assigned to the Acquiring Fund without the payment of any fee (penalty or otherwise) or acceleration of any obligations of the Target Fund on or prior to the Closing Date, provided that such assigned contracts are identified on Schedule 4.1(h);

(i) To the knowledge of the Target Fund, the liabilities listed on Schedule 4.1(i) represent all known liabilities of the Target Fund regardless of whether any such liability is absolute or contingent, accrued or unaccrued as of the Closing Date;

(j) To the knowledge of the Target Fund, except as set forth on Schedule 4.1(j), no litigation or administrative proceeding or investigation of or before any court, tribunal, arbitrator, governmental body, regulatory agency or FINRA is presently pending or threatened against the Target Fund or Target Entity, and no such litigation, proceeding or investigation, if adversely determined, would materially and adversely affect the Target Fund’s financial condition or the conduct of its business or the Target Fund’s ability to consummate the transactions contemplated by this Agreement. The Target Fund and the Target Entity, without any special investigation or inquiry, know of no facts that might form the basis for the institution of such proceedings and neither the Target Entity nor the Target Fund is a party to or subject to the provisions of any order, decree or judgment of any court, governmental body, regulatory agency or FINRA that materially and adversely affects its business or its ability to consummate the transactions herein contemplated. The Target Fund (i) has not entered into any contract or agreement or amendment of any contract or agreement or terminated any contract or agreement, in each case material to the operation of the Target Fund, except as otherwise contemplated by this Agreement or as disclosed to the Acquiring Fund; (ii) has not incurred any indebtedness, other than in the ordinary course of business consistent with the investment objective and policies of the Target Fund; (iii) has not entered into any amendment of its Governing Documents that has not been disclosed to the Acquiring Fund; (iv) does not have outstanding any grant or imposition of any lien, claim, charge or encumbrance (other than encumbrances arising in the ordinary course of business) upon any asset of the Target Fund other than a lien for Taxes (as defined below) not yet due and payable or as contemplated by Section 4.1(f); and (v) has not entered into any agreement or made any commitment to do any of the foregoing except as disclosed to the Acquiring Fund;

(k) The financial statements of the Target Fund for the most recently completed fiscal year have been, or will be, audited by the independent registered public accounting firm identified in the Target Fund’s prospectus or statement of additional information included in the Target Fund’s registration statement on Form N-1A. To the knowledge of the Target Fund, such statements, as well as the unaudited, semi-annual financial statements for the semi-annual period next succeeding the Target Fund’s most recently completed fiscal year, if any, are or will be, as applicable, prepared in accordance with GAAP consistently applied, and such statements (copies of which, if available, have been furnished or made available to the Acquiring Fund) present fairly, or will present fairly, in all material respects, the financial condition of the Target Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Target Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein. No significant deficiency, material weakness, fraud, significant change or other factor that could significantly affect the internal controls of the Target Fund has been disclosed or, to the knowledge of the Target Fund, is required to be disclosed in the Target Fund’s reports on Form N-CSR and, to the knowledge of the Target Fund, no such disclosure will be required as of the Closing Date;

(l) Since the last day of the Target Fund’s most recently completed fiscal year, there has not been any material adverse change in the Target Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, except as otherwise disclosed to and accepted by the Acquiring Fund in writing. For the purposes of this subparagraph, a decline in net asset value due to declines in market values of securities held by the Target Fund, the redemption of the Target Fund’s shares by shareholders of the Target Fund or the discharge of the Target Fund’s ordinary course liabilities shall not constitute a material adverse change;

(m) To the knowledge of the Target Fund, all Tax Returns (as defined below) of the Target Fund required by law to have been filed by the Closing Date (including any extensions) shall have been filed and are or will be true, correct and complete in all material respects, and all Taxes (as defined below) shown as due or claimed to be due by any government entity shall have been paid or provision has been made for the payment thereof. To the Target Fund’s knowledge, no such Tax Return is currently under audit by any federal, state, local or foreign Tax authority; no assessment has been asserted with respect to such Tax Returns; there are no levies, liens or other encumbrances on the Target Fund or its assets resulting from the non-payment of any Taxes; no waivers of the time to assess any such Taxes are outstanding nor are any written requests for such waivers pending; and adequate provision has been made in the Target Fund financial statements for all Taxes in respect of all periods ended on or before the date of such financial statements. To the Target Fund’s knowledge, no claim has ever been made by a taxing authority in a jurisdiction where the Target Fund does not file a Tax Return that the Target Fund is or may be subject to taxation in that jurisdiction. To the knowledge of the Target Fund, the Target Fund is in compliance in all material respects with applicable regulations of the Internal Revenue Service (the “Service”) pertaining to the reporting of distributions on and redemptions of its shares of beneficial interest and to withholding in respect of distributions to shareholders, and is not liable for any material penalties that could be imposed thereunder. As used in this Agreement, “Tax” or “Taxes” means any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, excise tax and withholding on amounts paid to or by any person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (whether domestic, foreign, federal, state or local) responsible for the imposition of any such tax. “Tax Return” means reports, returns, information returns, dividend reporting forms, elections, agreements, declarations, or other documents or reports of any nature or kind (including any attached schedules, supplements and additional or supporting material) filed or required to be filed or furnished or required to be furnished with respect to Taxes, including any claim for refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto);

(n) The Target Fund: (i) is not (and will not be as of the Closing Date) classified as a partnership, and instead is (and will be as of the Closing Date) classified as an association that is taxable as a corporation for federal Tax purposes, (ii) has elected to be a regulated investment company under Subchapter M of the Code, and (iii) is a “fund,” as defined in Section 851(g)(2) of the Code, that is treated as a separate corporation under Section 851(g)(1) of the Code. The Target Fund has qualified for treatment as a regulated investment company for each taxable year since inception that has ended prior to the Closing Date, and for each such taxable year (or portion thereof), the Target Fund has been eligible to compute its federal income tax under Section 852 of the Code. The Target Fund will not have as of the Closing Date any material unpaid tax liability under Sections 852 or 4982 of the Code for any period ended on or before the Closing Date. The Target Fund has no earnings or profits accumulated with respect to any taxable year in which the provisions of Subchapter M of the Code did not apply to the Target Fund;

(o) The Target Fund has not changed its taxable year end within the most recent 48- month period ending on the last day of the month immediately preceding the Closing Date of a Reorganization, and it does not intend to change its taxable year end prior to the Closing Date;

(p) The Target Fund has not undergone, has not agreed to undergo, and, to its knowledge, is not required to undergo (nor will it be required as a result of the transactions contemplated in this Agreement to undergo) a change in its method of accounting resulting in an adjustment to its taxable income pursuant to Section 481 of the Code. The Target Fund (including the Acquiring Fund as its successor) will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;

(q) The Target Fund has not been notified in writing that any examinations of the Tax Returns of the Target Fund are currently in progress or threatened, and, to the knowledge of the Target Fund, no such examinations are currently in progress or threatened, and no deficiencies have been asserted or assessed against the Target Fund as a result of any audit by the Service or any state, local or foreign taxing authority, and, to the knowledge of the Target Fund, no such deficiency has been proposed or threatened, and there are no levies, liens or other encumbrances related to Taxes existing or known to the Target Fund to be threatened or pending with respect to the Assets of the Target Fund;

(r) All issued and outstanding shares of the Target Fund are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Target Entity, and are not, and on the Closing Date will not be, subject to preemptive or objecting shareholder rights. In every state where offered or sold, such offers and sales have been in compliance in all material respects with applicable registration and/or notice requirements of the 1933 Act and state and District of Columbia securities laws. All of the issued and outstanding shares of the Target Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Target Transfer Agent, on behalf of the Target Fund;

(s) The Target Entity, on behalf of the Target Fund, has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action, if any, on the part of the board of trustees of the Target Entity and, subject to the approval of the shareholders of the Target Fund (only with respect to those obligations under this Agreement that are contingent on such shareholder approval) and the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement will constitute a valid and binding obligation of the Target Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(t) The information relating to the Target Fund furnished by the Target Fund for use in no-action letters, applications for orders, registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory or self-regulatory authority that are necessary in connection with the transactions contemplated hereby is and will be accurate and complete in all material respects and will comply in all material respects with federal securities laws and regulations thereunder and other applicable laws and regulations applicable thereto;

(u) As of the date of this Agreement or within a certain time thereafter as mutually agreed by the parties, the Target Fund has provided the Acquiring Fund with all information requested by the Acquiring Fund reasonably necessary for the preparation of the N-14 Registration Statement (as defined in Section 5.1(b) hereof), in compliance with the 1933 Act, the 1934 Act and the 1940 Act in connection with the meeting of shareholders of the Target Fund to approve this Agreement and the transactions contemplated hereby. As of the effective date of the N-14 Registration Statement, the date of the meeting of shareholders of the Target Fund and the Closing Date, such information provided by any Target Fund will not, to its knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading; provided, however, that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the N-14 Registration Statement made in reliance upon and in conformity with information that was furnished by the Acquiring Fund for use therein;

(v) To the knowledge of the Target Fund, the books and records of the Target Fund are true and correct in all material respects and contain no material omissions with respect to information required to be maintained under the laws, rules and regulations applicable to the Target Fund;

(w) The Target Entity and the Target Fund have maintained any material license, permit, franchise, authorization, certification and approval required by any governmental entity in the conduct of its business (the “Licenses and Permits”). Each License and Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or, to the knowledge of the Target Entity, threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such License and Permit invalid;

(x) The Target Entity is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code; and

(y) The Target Fund has no unamortized or unpaid organizational fees or expenses.

4.2. With respect to a Reorganization, the Acquiring Entity, on behalf of the Acquiring Fund, severally but not jointly, represents and warrants to the Target Entity and the Target Fund as follows:

(a) The Acquiring Fund is duly organized as a series of the Acquiring Entity, which is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, each with power under its Governing Documents to own all of its properties and assets and to carry on its business as it is now being, and as it is contemplated to be, conducted and to enter into this Agreement and perform its obligations hereunder;

(b) The Acquiring Entity is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of shares of the Acquiring Fund under the 1933 Act are in full force and effect, and will be in full force and effect on the Closing Date, and no action or proceeding to revoke or suspend such registrations is pending, or to the knowledge of the Acquiring Fund, threatened;

(c) No consent, approval, authorization, or order of any court, governmental authority or FINRA is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been or will be (at or prior to the Closing Date) obtained under the 1933 Act, the 1934 Act, the 1940 Act and state securities or blue sky laws (which term as used herein shall include the laws of the District of Columbia and of Puerto Rico), each of which, as required, shall have been obtained on or prior to the Closing Date. No consent of or notice to any other third party or entity is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement;

(d) The prospectus and statement of additional information of the Acquiring Fund to be used in connection with the Reorganization will conform at the time of their use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(e) The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Acquiring Entity’s Governing Documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund or the Acquiring Entity is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any lien, encumbrance, penalty, or additional fee under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring Fund or the Acquiring Entity is a party or by which it is bound;

(f) Except as set forth on Schedule 4.2(f), no litigation or administrative proceeding or investigation of or before any court, tribunal, arbitrator, governmental body, regulatory agency or FINRA is presently pending or, to the Acquiring Fund’s knowledge, threatened against the Acquiring Fund, and no such litigation, proceeding or investigation, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition or the conduct of its business or the Acquiring Fund’s ability to consummate the transactions contemplated by this Agreement. The Acquiring Fund and the Acquiring Entity, without any special investigation or inquiry, know of no facts that might form the basis for the institution of such proceedings and neither the Acquiring Entity nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court, governmental body, regulatory agency or FINRA that materially and adversely affects its business or its ability to consummate the transactions herein contemplated;

(g) The Acquiring Fund has not yet commenced operations. The Reorganization will be structured in a manner that is intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a)(1) of the Code. The Acquiring Fund is, and will be at the time of Closing, a new series portfolio of the Acquiring Entity created within the last twelve (12) months, without assets or liabilities, formed for the purpose of receiving the Assets and assuming the Liabilities of the Target Fund in connection with the Reorganization and, accordingly, the Acquiring Fund has not prepared books of account and related records or financial statements or issued any shares except those issued in a private placement to Cantor or its affiliate to secure any required initial shareholder approvals;

(h) On the Closing Date, any Tax Returns of the Acquiring Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be true, correct and complete in all material respects, and all Taxes shown as due or claimed to be due by any government entity shall have been paid or provision has been made for the payment thereof. To the Acquiring Fund’s knowledge, no such Tax Return is currently under audit by any federal, state, local or foreign Tax authority; no assessment has been asserted with respect to such Tax Returns; there are no levies, liens or other encumbrances on the Acquiring Fund or its assets resulting from the non-payment of any Taxes; and no waivers of the time to assess any such Taxes are outstanding nor are any written requests for such waivers pending;

(i) The Acquiring Fund: (i) was formed for the purpose of the Reorganization, (ii) is not (and will not be as of the Closing Date) classified as a partnership, and instead is (and will be as of the Closing Date) classified as an association taxable as a corporation for federal Tax purposes and has elected (or will timely elect) the latter classification by filing Form 8832 with the Service, (iii) has not filed any income tax return, and intends to qualify to be a regulated investment company under Subchapter M of the Code and to be treated as a continuation of the Target Fund for its taxable year which includes the Closing Date, (iv) holds and has held no property and has and has had no Tax attributes, and (v) will, upon consummation of the Reorganization, be a “fund,” as defined in Section 851(g)(2) of the Code, that is treated as a separate corporation under Section 851(g)(1) of the Code. The Acquiring Fund has no earnings or profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it;

(j) The Acquiring Entity, on behalf of the Acquiring Fund, has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the board of trustees of the Acquiring Entity, on behalf of the Acquiring Fund, and subject to the approval of shareholders of the Target Fund and the due authorization, execution and delivery of the Agreement by the other parties thereto, this Agreement will constitute a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(k) The shares of the Acquiring Fund to be issued and delivered to the Target Fund, for the account of the Target Fund Shareholders, pursuant to the terms of this Agreement, have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund shares, and, upon receipt of the Target Fund’s Assets in accordance with the terms of this Agreement, will be fully paid and non-assessable by the Acquiring Entity;

(l) The Acquiring Entity is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code;

(m) The Acquiring Fund has no unamortized or unpaid organizational fees or expenses for which it does not expect to be reimbursed by Cantor or its affiliates;

(n) As of the effective date of the N-14 Registration Statement, the date of the meeting of shareholders of the Target Fund and the Closing Date, the information provided by any Acquiring Fund for use in the N-14 Registration Statement, including the documents contained or incorporated therein by reference will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading; provided, however, that the representations and warranties in this subparagraph shall not apply to statements in or omissions from the N-14 Registration Statement made in reasonable reliance upon and in conformity with information that was furnished by the Target Fund for use therein; and

4.3. With respect to a Reorganization, each of the Target Entity, on behalf of the Target Fund, severally but not jointly, and the Acquiring Entity, on behalf of the Acquiring Fund, severally but not jointly, represents and warrants as follows:

(a) The net asset value of the Acquiring Fund’s shares that each Target Fund shareholder receives will be equal to the net asset value of the Target Fund shares it actually or constructively surrenders in exchange therefor;

(b) The fair market value of the Assets will equal or exceed the Liabilities to be assumed by the Acquiring Fund and those to which the Assets are subject;

(c) No cash or property other than Acquiring Fund shares will be transferred to the Target Fund or any of its shareholders with the intention that it be used to pay any expenses (including reorganization expenses) thereof; and

(d) Immediately following consummation of the Reorganization: (1) the shareholders of the Acquiring Fund will own all the Acquiring Fund shares and will own those shares solely by reason of their ownership of the Target Fund shares immediately before the Reorganization; (2) the Acquiring Fund will hold the same Assets and will be subject to the Liabilities that the Target Fund held or was subject to immediately before the Reorganization; and (3) the amount of all distributions (other than dividends and redemption payments) Target Fund will make immediately preceding the Reorganization, will, in the aggregate, constitute less than 1% of its net assets.

5.1. With respect to a Reorganization:

(a) The Target Fund will (i) operate its business in the ordinary course and substantially in accordance with past practice between the date hereof and the Closing Date, it being understood that, with respect to the Target Fund, such ordinary course of business may include purchases and sales of portfolio securities and other instruments, sales and redemptions of the Target Fund’s shares, and the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable, and (ii) use its reasonable best efforts to preserve intact its business organization and material assets and maintain the rights, franchises and business and customer relations necessary to conduct the business operations of the Target Fund in the ordinary course in all material respects. The Acquiring Fund shall take such actions as are customary to the organization of a new series prior to its commencement of operations. In order to facilitate the transfer of Assets at the Closing Date, Cantor may request in writing that Aquila use commercially reasonable efforts, subject to Aquila’s fiduciary duty, as applicable, to limit or cease portfolio trading on behalf of the Target Fund for a period of up to three (3) days prior to the Closing Date. Aquila agrees that it will accommodate such requests if in Aquila’s discretion such trading restrictions may practicably be implemented and are consistent with the investment objectives, policies and strategies of the Target Fund and consistent with fulfilling its fiduciary obligations as an investment adviser. No party shall take any action that would, or would reasonably be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect.

(b) The parties hereto shall cooperate in preparing, and the Acquiring Entity shall file with the Commission, a registration statement on Form N-14 under the 1933 Act, which shall properly register the Acquiring Fund shares to be issued in connection with the Reorganization and include a proxy statement with respect to the votes of the shareholders of the Target Fund to approve the Reorganization (the “N-14 Registration Statement”). If at any time prior to the Closing Date a party becomes aware of any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made in respect of the N-14 Registration Statement, such party shall notify each other party, and the parties shall cooperate in promptly preparing and filing with the Commission and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item. The Target Fund agrees to mail or otherwise deliver (e.g., by electronic means consistent with applicable regulations governing their use) to its respective shareholders of record entitled to vote at the special meeting of shareholders at which action is to be considered regarding this Agreement, in sufficient time to comply with requirements as to notice thereof, the prospectus/proxy statement contained in the N-14 Registration Statement and other documents as are necessary, which each comply in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.

(c) The Target Entity will call a meeting of the shareholders of the Target Fund to be held prior to the Closing Date to consider and act upon this Agreement and to take all other action necessary to seek to obtain the required shareholder approval of the transactions contemplated herein. In the event that the Target Fund does not achieve a quorum or receives insufficient votes from shareholders to approve the proposal, the meeting may be postponed or adjourned as permitted under the Target Entity’s Governing Documents, applicable law and the N-14 Registration Statement in order to permit further solicitation of proxies, for a period of up to 120 days or such longer period as is mutually agreed upon by the parties.

(d) The Target Fund covenants that the Acquiring Fund’s shares to be issued pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

(e) The Target Entity will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Target Fund’s shares, and will assist the Acquiring Fund and Cantor in obtaining copies of any books and records of the Target Fund from its service providers reasonably requested by the Acquiring Entity or Cantor.

(f) The Target Entity will provide the Acquiring Fund with: (i) a schedule, in the form of Schedule 5.1(f) hereto, certified by the Treasurer of the Target Entity, stating that the various statements, books and records set forth in Schedule 5.1(f) exist and specifying the location of such statements, books and records and the means by which the Acquiring Entity can access them (the “Schedule of Statements, Books and Records”); and (ii) FASB ASC 740-10 (formerly FIN 48) work papers and supporting statements pertaining to the Target Fund relating to any taxable years of the Target Fund not closed by the applicable Tax statute of limitations (the “ASC 740-10 Workpapers”). The Schedule of Statements, Books and Records and ASC 740-10 Workpapers shall be provided at or prior to the Closing.

(g) The Target Fund will prepare and deliver to the Acquiring Fund at least five (5) business days prior to the Closing Date a statement of the Assets and the Liabilities of the Target Fund as of such date for review by the parties. The Target Fund will deliver at the Closing a statement of Assets and Liabilities of the Target Fund as of the Closing Date, certified by the Treasurer of the Target Entity.

(h) Subject to the provisions of this Agreement, the Acquiring Fund and the Target Fund will each take, or cause to be taken, all action, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

(i) As soon as is reasonably practicable after the Closing, the Target Fund will make one or more distributions to its shareholders consisting of all shares of the applicable class of the Acquiring Fund received at the Closing, as set forth in Section 1.1(d) hereof.

(j) The Acquiring Fund and the Target Fund shall each use their reasonable best efforts prior to Closing to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement.

(k) The Target Fund shall, from time to time, as and when reasonably requested by the Acquiring Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action, as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm the Acquiring Fund’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.

(l) The Acquiring Fund shall, from time to time, as and when reasonably requested by the Target Fund, execute and deliver or cause to be executed and delivered all such assumption agreements and other instruments, and will take or cause to be taken such further action, as the Target Fund may reasonably deem necessary or desirable in order for the Acquiring Fund to assume the Target Fund’s Liabilities and otherwise to carry out the intent and purpose of this Agreement.

(m) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.

(n) The parties intend that the Reorganization will qualify as a reorganization with the meaning of Section 368(a) of the Code. None of the parties to this Agreement shall take any action or cause any action to be taken (including, without limitation the filing of any Tax Return) that is inconsistent with such treatment or results in the failure of a Reorganization to qualify as a reorganization with the meaning of Section 368(a) of the Code.

(o) At or prior to the Closing, the Target Fund shall have delivered to the Acquiring Fund copies of: (i) any legal opinions that have been issued to or for the benefit of the Target Fund and which have continuing relevance and (ii) with respect to any wholly owned subsidiaries of the Target Fund (if any), any organizational documents, including without limitation, the declarations of trust, articles of incorporation and bylaws, together with the board meeting minutes and consent of directors or trustees and shareholders.

5.2 Continued Insurance Coverage. The Target Entity shall arrange for an insurance policy providing coverage in favor of the Board of Trustees and officers of the Target Entity for any expenses, losses, claims, damages and liabilities relating to periods prior to the Closing upon such terms as may be reasonably acceptable to the Board of Trustees of the Target Entity.

5.3 Compliance with Section 15(f) of the 1940 Act. (a) The Acquiring Entity agrees that for a period of three (3) years after the Closing Date of each Reorganization, the Acquiring Entity will maintain the composition of its Board of Trustees so that at least 75% of the board members of the Acquiring Entity (or any successor) are not “interested persons” (as defined in the 1940 Act) of Cantor or Aquila; and (b) Cantor agrees that for a period of two (2) years after the Closing Date of each Reorganization, neither Cantor nor any of its affiliates (or any entity which will act as investment adviser to the Acquiring Fund or (any successor)) has or shall have any express or implied understanding, arrangement or intention to impose an “unfair burden” (pursuant to Section 15(f) of the 1940 Act) on the Acquiring Fund (or any successor) as a result of the transactions contemplated hereby.

6.1. With respect to a Reorganization, the obligations of the Target Entity, on behalf of the Target Fund, to consummate the transactions provided for herein shall be subject to the performance, or to the extent legally permissible, the Target Entity’s waiver, of the obligations to be performed by the Acquiring Fund hereunder on or before the Closing Date and, in addition thereto, the following conditions:

(a) All representations and warranties of the Acquiring Fund and the Acquiring Entity contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Time, with the same force and effect as if made on and as of the Closing Time;

(b) The Acquiring Entity shall have delivered to the Target Entity as of the Closing Time a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to Target Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Acquiring Entity and Acquiring Fund made in this Agreement are true and correct at and as of the Closing Time, except as they may be affected by the transactions contemplated by this Agreement;

(c) The Acquiring Entity and the Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Entity and the Acquiring Fund, on or before the Closing Time;

(d) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.1 hereto;

(e) As of the Closing Date, there shall have been no material change in the investment objectives, policies and restrictions or any increase in the investment management fee rate or other fee rates that the Acquiring Fund is contractually obligated to pay for services provided to the Acquiring Fund from those described in the N-14 Registration Statement;

(f) The Target Entity shall have received from the Target Transfer Agent a certificate stating that it has received from the Acquiring Entity the number of shares of the Acquiring Fund equal in value to the value of the shares of the Target Fund as of the time and date set forth in Section 3; and

(g) The Target Entity shall have received on the Closing Date the opinion of counsel to the Acquiring Entity (which may rely on certificates of officers or trustees of the Acquiring Entity), dated as of the Closing Date, covering the following points:

(i) The Acquiring Entity is a statutory trust duly formed, validly existing and in good standing under the laws of the State of Delaware, and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company;

(ii) The Acquiring Entity is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect;

(iii) The Agreement has been duly authorized by the Acquiring Entity on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by the Target Entity, the Target Fund and Aquila, it is a valid and binding obligation of the Acquiring Entity, on behalf of the Acquiring Fund, enforceable against it in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equity principles (whether considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing;

(iv) The Acquiring Fund shares to be issued to the Target Fund as provided by this Agreement are duly authorized, upon such delivery will be validly issued and upon receipt of the Target Fund’s Assets will be fully paid and non-assessable by the Acquiring Entity, and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; and

(v) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of the Acquiring Entity’s Governing Documents or a breach or default under any material contract, agreement, instrument or other document pertaining to, or material to the business or financial condition of, the Acquiring Fund, or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any such agreement.

7.1. With respect to a Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to consummate the transactions provided for herein shall be subject to the performance, or to the extent legally permissible, the Acquiring Fund’s waiver, of the obligations to be performed by the Target Fund hereunder on or before the Closing Date and, in addition thereto, the following conditions:

(a) All representations and warranties of the Target Entity and the Target Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Time, with the same force and effect as if made on and as of the Closing Time;

(b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity (i) a statement of the Target Fund’s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Schedule of Statements, Books and Records, (iii) in electronic form, to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund, and (iv) the ASC 740-10 Workpapers;

(c) The Target Entity shall have delivered to the Acquiring Entity as of the Closing Time a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Entity and Target Fund made in this Agreement are true and correct at and as of the Closing Time;

(d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b) and 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Entity’s President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Entity’s President or the Target Entity’s Vice President, as applicable;

(e) The Target Entity and the Target Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Target Entity and the Target Fund, on or before the Closing Time;

(f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.1 hereto;

(g) The Target Entity shall have duly executed and delivered to the Acquiring Entity, on behalf of the Target Fund, such bills of sale, assignments, certificates and other instruments of transfer, including transfer instructions to the Target Custodian and instructions to the Acquiring Fund’s transfer agent as the Acquiring Entity may reasonably deem necessary or desirable to evidence the transfer to the Acquiring Fund by the Target Fund all of the right, title and interest of the Target Fund in and to the respective Assets of the Target Fund. In each case, the Assets of the Target Fund shall be accompanied by all necessary state stock transfer stamps or cash for the appropriate purchase price therefor;

(h) The Acquiring Entity shall have received at the Closing: (i) a certificate of an authorized signatory of the Target Custodian stating that the Assets of the Target Fund have been delivered to the Acquiring Fund; (ii) a certificate of an authorized signatory from the custodian for the Acquiring Fund stating that the Assets of the Target Fund have been received; (iii) a certificate of an authorized officer of the Target Transfer Agent confirming that the transfer agent has delivered its records containing the names and addresses of the record holders of the Target Fund’s shares and the number and percentage (to four decimal places) of ownership of the Target Fund owned by each such holder as of the Closing Date; and (iv) the Tax books and records of the Target Fund, including but not limited to, for purposes of preparing any Tax Returns required by law to be filed after the Closing Date;

(i) As of the Closing Date, there shall have been no material change in the investment objectives, policies and restrictions or any increase in the investment management fee rate or other fee rates that the Target Fund is contractually obligated to pay for services provided to the Target Fund from those described in the N-14 Registration Statement;

(j) The conditions precedent to the obligations of Cantor to consummate the transactions contemplated by that certain Asset Purchase and Transition and Facilitation Services Agreement by and between Aquila and Cantor and dated as of [______, 2024] shall have been satisfied or waived by Cantor; and

(k) The Acquiring Entity shall have received on the Closing Date an opinion of counsel to the Target Entity (which may rely on certificates of officers or trustees of the Target Entity), covering the following points:

(i) The Target Entity is a business trust, duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts, and has the power under its Governing Documents to own all of Target Fund’s properties and assets, and to conduct its business, including that of the Target Fund, as described in its organizational documents or in the most recently filed registration statement of the Target Fund;

(ii) The Target Entity is a registered investment company classified as a management company of the open-end type with respect to itself and, if applicable, each series of shares it offers, including the Target Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect;

(iii) The Agreement has been duly authorized by the Target Entity on behalf of Target Fund and, assuming due authorization, execution and delivery of the Agreement by the Acquiring Entity, the Acquiring Fund and Cantor, is a valid and binding obligation of the Target Entity, on behalf of the Target Fund, enforceable against the Target Entity in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equity principles (whether considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing; and

(iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of, as appropriate, the Target Entity’s Governing Documents or a breach or default under any agreement listed in response to Item 28 of Part C of the Target Entity’s registration statement on Form N-1A as of the date hereof to which the Target Entity, on behalf of the Target Fund, is a party or by which it is bound.

With respect to a Reorganization, if any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Target Fund or the Acquiring Fund, the Acquiring Entity or Target Entity, respectively, shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

8.1. The Agreement shall have been approved by the requisite vote of the holders of the outstanding shares of the Target Fund in accordance with the provisions of the Target Entity’s Governing Documents, applicable law of The Commonwealth of Massachusetts, and the 1940 Act, and certified copies of the voting record from the proxy solicitor evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither the Target Fund nor the Acquiring Fund may waive the conditions set forth in this Section 8.1.

8.2. The Agreement and transactions contemplated herein shall have been approved by the board of trustees of the Target Entity and the board of trustees of the Acquiring Entity and each party shall have delivered to the other party a copy of the resolutions approving this Agreement and the transactions contemplated in connection herewith adopted by such party’s board of trustees, certified by the secretary or equivalent officer. Notwithstanding anything herein to the contrary, neither the Target Fund nor the Acquiring Fund may waive the conditions set forth in this Section 8.2.

8.3. On the Closing Date, no action, suit or other proceeding shall be pending or, to the Target Entity’s or the Acquiring Entity’s knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.

8.4. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by the Acquiring Fund or Target Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not result in a material adverse effect on the Acquiring Fund or the Target Fund, provided that either party hereto may for itself waive any of such conditions.

8.5. The N-14 Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.6. The Target Entity and the Acquiring Entity shall have received on or before the Closing Date an opinion of Greenberg Traurig, LLC (“Greenberg Traurig”) in form and substance reasonably acceptable to the Target Entity and the Acquiring Entity, as to the matters set forth on Schedule 8.6. In rendering such opinion, Greenberg Traurig may request and rely upon representations contained in certificates of officers of the Target Entity, the Acquiring Entity and others, and the officers of the Target Entity and the Acquiring Entity shall use their best efforts to make available such truthful certificates. Such opinion shall contain such limitations as shall be in the opinion of Greenberg Traurig appropriate to render the opinions expressed therein. Subject to receipt of the certificates referenced in this Section 8.6 and absent a change of law or change of fact between the date of this Agreement and the Closing, such opinion shall state that the Reorganization will qualify as a “reorganization” under Section 368(a)(1) of the Code. Notwithstanding anything herein to the contrary, neither the Acquiring Entity nor the Target Entity may waive the conditions set forth in this paragraph 8.6.

8.7. The Target Entity shall have obtained the insurance policy as set forth in paragraph 5. 2 of this Agreement.

9.1. The parties hereto represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

9.2. Except as noted below or as may be otherwise agreed to in writing between Cantor and Aquila, each of Cantor and Aquila shall be responsible for paying its own expenses, including legal fees, incurred by it or any of its affiliates in connection with this Agreement and the transactions contemplated herein; provided, however, that Cantor shall pay all of (i) the costs and expenses of the third-party solicitation firm utilized in connection with soliciting the shareholder approvals for the Reorganization; (ii) the printing and mailing costs associated with providing the supplement to the prospectus of the Target Fund notifying shareholders of board approval of this Agreement; (iii) the external legal costs associated with the N-14 Registration Statement preparation, filing and negotiations with the Commission incurred by counsel to the Acquiring Trust; (iv) the fees charged by the Target Fund’s independent registered public accountants for services related to the Reorganization; and (v) all of the other reasonable and documented costs and expenses incurred in connection with soliciting the shareholder approvals for the Reorganization (other than any costs and expenses of Aquila’s counsel). For the avoidance of doubt, neither the Acquiring Fund nor the Target Fund will bear the expenses relating to the Reorganization.

With respect to a Reorganization, prior to the Closing and for a reasonable time thereafter, the Target Entity and the Acquiring Entity will provide each other and their respective representatives with such cooperation, assistance and information as is reasonably necessary (i) for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment, or (ii) for any financial accounting purpose. Each such party or their respective agents will retain until the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) has expired all returns, schedules and work papers and all material records or other documents relating to Tax matters and financial reporting of Tax positions of the Target Fund and the Acquiring Fund for its taxable period first ending after the Closing of the applicable Reorganization and for all prior taxable periods for which the statute of limitation had not run at the time of the Closing, provided that a Target Entity shall not be required to maintain any such documents that it has delivered to the Acquiring Fund.

11.1. With respect to a Reorganization, the Acquiring Entity, out of the assets of the applicable Acquiring Fund, agrees to indemnify and hold harmless the Target Entity and each of the Target Entity’s officers and trustees from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which, jointly and severally, the Target Entity or any of its trustees or officers may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Acquiring Entity, on behalf of the applicable Acquiring Fund, of any of its representations, warranties, covenants or agreements set forth in this Agreement. This indemnification obligation shall survive the termination of this Agreement and the Closing of the Reorganization.

11.2. With respect to a Reorganization, the Target Entity, out of the assets of the applicable Target Fund, agrees to indemnify and hold harmless the Acquiring Entity and each of the Acquiring Entity’s officers and trustees from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which, jointly and severally, the Acquiring Entity or any of its trustees or officers may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Target Entity, on behalf of the applicable Target Fund, of any of its representations, warranties, covenants or agreements set forth in this Agreement. This indemnification obligation shall survive the termination of this Agreement and the Closing of the Reorganization.

12.1. Except as described in Section 9.2, each party agrees that no party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

12.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing of a Reorganization shall survive the Closing.

This Agreement may be terminated and the transactions contemplated hereby may be abandoned with respect to one or more (or all) Reorganizations at any time prior to the Closing Date by: (i) mutual agreement of the parties; (ii) either the Acquiring Entity or the Target Entity if the Closing shall not have occurred on or before September 30, 2024; unless such date is extended by mutual agreement of the Acquiring Entity and the Target Entity; (iii) any party if one or more other parties shall have materially breached its obligations under this Agreement or made a material misrepresentation herein or in connection herewith which would render a condition set forth in this Agreement unable to be satisfied; or (iv) by the board of trustees of either the Target Entity or Acquiring Entity. In the event of any such termination, this Agreement shall become void and there shall be no liability hereunder on the part of any party or their respective directors/trustees or officers, except for (a) any such material breach or intentional misrepresentation or (b) the parties’ respective obligations under Sections 9.2 and 11, as to each of which all remedies at law or in equity of the party adversely affected shall survive.

This Agreement may be amended, modified or supplemented in a writing signed by the parties hereto to be bound by such Amendment; provided, however, that following the meeting of the shareholders of the Target Fund called pursuant to Section 5.1(c) of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of shares of the Acquiring Fund to be issued to the shareholders of the Target Fund under this Agreement to the detriment of such shareholders without their further approval.

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, electronic delivery, personal service or prepaid or certified mail addressed to:

For the Acquiring Entity and Cantor:

Cantor Fitzgerald Investment Advisors, L.P.

110 East 59^th Street

New York, NY 10022

Attention: General Counsel

Facsimile: 212.829.4708

With a copy to:

DLA Piper LLP

1201 West Peachtree Street

Suite 2900

Atlanta, GA 30309

Attention: Terrence Davis

Facsimile: 404-682-7802

E-mail: terrence.davis@us.dlapiper.com

For the Target Entity and Aquila:

Aquila Investment Management LLC

120 West 45^th Street, Suite 3600

New York, New York, 10036

Attn.: Diana P. Herrmann

Email: dherrmann@aquilafunds.com

With copies to Morgan, Lewis & Bockius LLP

One Federal Street

Boston, MA 02110

Attn.: Toby R. Serkin, Esq.

Telephone No.: (617) 951-8760

Email: toby.serkin@morgan lewis.com

Vedder Price P.C.

222 North LaSalle Street

Chicago, IL 60601

Attn.: Maureen A. Miller, Esq.

Telephone No.: (312) 609-7699

Email: mmiller@vedderprice.com

16.1. The Article and Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

16.2. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and applicable federal law, without regard to its principles of conflicts of laws.

16.3. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

16.4. This Agreement may be executed in any number of counterparts, each of which shall be considered an original.

16.5. The Target Entity is a Massachusetts business trust. The Declaration of Trust of the Target Entity is on file with the Secretary of the Commonwealth of Massachusetts. With respect to the Reorganization of the Target Fund, the Target Entity is executing this Agreement on behalf of the Target Fund only. Pursuant to the Amended and Restated Agreement and Declaration of Trust of the Target Entity and applicable law of The Commonwealth of Massachusetts, there is a limitation on liability of each series such that (a) the debts, liabilities, obligations and expenses incurred, contracted or otherwise existing with respect to the Target Fund are enforceable against the assets of that Target Fund only, and not against the assets of the Target Entity generally or the assets of any other series thereof, and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Target Entity generally or with respect to any other series thereof are enforceable against the assets of such Target Fund.

16.6. The Acquiring Entity is a Delaware statutory trust. With respect to the Reorganization with the Acquiring Fund, the Acquiring Entity is executing this Agreement on behalf of the Acquiring Fund only. Pursuant to the Trust Instrument of the Acquiring Entity and Section 3804(a) of the Delaware Statutory Trust Act, there is a limitation on liability of each series such that (a) the debts, liabilities, obligations and expenses incurred, contracted or otherwise existing with respect to the Acquiring Fund are enforceable against the assets of that Acquiring Fund only, and not against the assets of the Acquiring Entity generally or the assets of any other series thereof, and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Acquiring Entity generally or with respect to any other series thereof are enforceable against the assets of such Acquiring Fund.

16.7. The parties expressly agree that their obligations hereunder shall not be binding upon any of their respective board members, shareholders, nominees, officers, agents, or employees personally, but, except as provided in Section 9.2 hereof, shall bind only the property of the applicable Target Fund or the applicable Acquiring Fund as provided in the Governing Documents of the applicable Target Entity or the applicable Acquiring Entity, respectively. The execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of such party.

17.1. The parties shall cooperate in determining the manner in which any public announcements or similar publicity with respect to this Agreement or the transactions contemplated herein are made, provided that nothing herein shall prevent either party from making such public announcements as may be required by law, in which case the party issuing such statement or communication shall use all reasonable commercial efforts to advise the other party prior to such issuance.

The Target Entity, the Acquiring Entity, Aquila and Cantor (for purposes of this Section 17, the “Protected Persons”) will hold, and will cause their board members, officers, employees, representatives, agents and affiliates to hold, in confidence, and not disclose to any other person, and not use in any way except in connection with the transactions herein contemplated, without the prior written consent of the other Protected Persons, any non-public information obtained from the other Protected Persons in connection with the transactions contemplated by this Agreement, except such information may be disclosed: (i) to governmental or regulatory bodies, and, where necessary, to any other person in connection with the obtaining of consents or waivers as contemplated by this Agreement; (ii) if required by court order or decree or applicable law; (iii) if it becomes publicly available through no act or failure to act of such party; (iv) if it was already known to such party on a non-confidential basis on the date of receipt; (v) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (vi) if it is otherwise expressly provided for herein.

17.2 In the event of a termination of this Agreement, the Protected Persons agree that they along with their employees, representative agents and affiliates shall, and shall cause their affiliates to, except with the prior written consent of the other Protected Persons, keep secret and retain in confidence, and not use for the benefit of itself or themselves, nor disclose to any other persons, any and all confidential or proprietary information relating to the other Protected Persons and their related parties and affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable law; (ii) if it is publicly available through no act or failure to act of such party; (iii) if it was already known to such party on a non- confidential basis on the date of receipt; (iv) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) if it is otherwise expressly provided for herein.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be approved on behalf of the Acquiring Fund and Target Fund.

EXHIBIT A

CHART OF REORGANIZATIONS

Schedule 4.1(h)

Assigned Contracts

N/A

Schedule 4.1(i)

Target Fund/Target Entity Litigation, Administrative Proceedings and Investigations

N/A

Schedule 4.2(f)

Acquiring Fund Litigation, Administrative Proceedings and Investigations

N/A

Schedule 5.1(f)

Target Fund Statements, Books and Records

Schedule 8.6

Tax Opinion

With respect to the Reorganization:

(i) The acquisition by the Acquiring Fund of all of the Assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of the Liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and the Target Fund and the Acquiring Fund each will be a “party to the reorganization” within the meaning of Section 368(b) of the Code.

(ii) No gain or loss will be recognized by the Target Fund upon the transfer of all of its Assets to, and assumption of its Liabilities by, the Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section 361(a) and Section 357(a) of the Code.

(iii) No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of all of the Assets of the Target Fund in exchange solely for the assumption of the Liabilities of the Target Fund and issuance of the Acquiring Fund shares pursuant to Section 1032(a) of the Code.

(iv) No gain or loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund shares by the Target Fund to its shareholders in complete liquidation (in pursuance of the Agreement) pursuant to Section 361(c)(1) of the Code.

(v) The tax basis of the Assets of the Target Fund received by the Acquiring Fund will be the same as the tax basis of such Assets in the hands of the Target Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.

(vi) The holding periods of the Assets of the Target Fund in the hands of the Acquiring Fund will include the periods during which such Assets were held by the Target Fund pursuant to Section 1223(2) of the Code.

(vii) No gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of all of their Target Fund shares for the Acquiring Fund shares pursuant to Section 354(a) of the Code.

(viii) The aggregate tax basis of the Acquiring Fund shares to be received by each shareholder of the Target Fund will be the same as the aggregate tax basis of Target Fund shares exchanged therefor pursuant to Section 358(a)(1) of the Code.

(ix) The holding period of Acquiring Fund shares received by a shareholder of the Target Fund will include the holding period of the Target Fund shares exchanged therefor, provided that the shareholder held Target Fund shares as capital assets on the date of the exchange pursuant to Section 1223(1) of the Code.

(x) For purposes of Section 381 of the Code, the Acquiring Fund will succeed to and take into account, as of the date of the transfer as defined in Section 1.381(b)-1(b) of the Income Tax Regulations, the items of Target Fund described in Section 381(c) of the Code as if there had been no Reorganization, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and, if applicable, the Income Tax Regulations promulgated thereunder.

This opinion does not address the tax consequences of the Reorganization to contracts or securities on which gain or loss is recognized upon the transfer of an asset regardless of whether such transfer would otherwise be a nonrecognition transaction under the Code.

EXHIBIT B

FINANCIAL HIGHLIGHTS

The Financial Highlights tables are intended to help you understand the financial performance of the Existing Fund for the past five years. Certain information reflects financial results for a single share of the Existing Fund. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Existing Fund (assuming reinvestment of all dividends and distributions).

The Existing Fund is a continuation of its predecessor fund Aquila Three Peaks Equity Opportunity Fund (“Predecessor Fund”) and, therefore, the financial information includes results of the Predecessor Fund.

The information for the Existing Fund for the periods shown were audited by Tait, Weller & Baker LLP, an independent registered public accounting firm. The report of Tait, Weller & Baker LLP, along with the Existing Fund’s financial statements, is included in the Existing Fund’s annual report to shareholders for the fiscal year ended December 31, 2023 and are incorporated by reference into the Statement of Additional Information, which are available, free of charge, upon request from the Existing Fund.

AQUILA OPPORTUNITY GROWTH FUND

FINANCIAL HIGHLIGHTS

AQUILA OPPORTUNITY GROWTH FUND

FINANCIAL HIGHLIGHTS (continued)

AQUILA OPPORTUNITY GROWTH FUND

FINANCIAL HIGHLIGHTS (continued)

AQUILA OPPORTUNITY GROWTH FUND

FINANCIAL HIGHLIGHTS (continued)

EXHIBIT C

FORM OF PLAN OF LIQUIDATION

The following Plan of Liquidation (the “Plan”) of Aquila Funds Trust (Aquila High Income Fund and Aquila Opportunity Growth Fund, each, a “Fund” and, collectively, the “Funds”), each a series of Aquila Funds Trust, a Massachusetts business trust (the “Trust”), is intended to accomplish the complete liquidation and termination of each Fund in conformity with the laws of the Commonwealth of Massachusetts, the Investment Company Act of 1940, as amended (the “1940 Act”), the Internal Revenue Code of 1986, as amended (the “Code”), and the Trust’s Declaration of Trust and Bylaws, each as amended to date (the “Governing Documents”).

WHEREAS, it has been recommended to the Board of Trustees of the Trust (the “Board”) by Aquila Investment Management LLC (the “Manager”) that each Fund be liquidated; and

WHEREAS, the Board has considered the impact on each Fund’s shareholders of the liquidation of each respective Fund; and

WHEREAS, the Board, at a meeting held on [ ], 2024, has determined that it is in the best interests of each Fund and its shareholders to liquidate and dissolve such Fund; and

WHEREAS, the Board has considered and approved this Plan as the method of liquidating each Fund and this Plan shall be treated as if each liquidation of a Fund contemplated hereby had been the subject of a separate Plan;

NOW, THEREFORE, the liquidation of each Fund shall be carried out in the manner hereinafter set forth:

1. Effective Date of Plan. The Plan will become effective with respect to each Fund as of the close of business on [ ], 2024, only upon the adoption and approval of the Plan, at a meeting of shareholders called for the purpose of voting on the Plan, by the affirmative vote of the shareholders representing more than 50% of the voting power of the shares of the Trust outstanding and entitled to vote (the “Effective Date”).

2. Cessation of Business; Liquidation of Assets. After its Effective Date, no Fund will engage in any business activities except for the purpose of paying, satisfying, and discharging any existing debts and obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs, and may cease to invest its assets in accordance with its investment objective. As of the close of business on [ ], 2024 or on such other date following its Effective Date as is determined by any authorized officer of the Trust (for each Fund, its “Liquidation Date”), each Fund will complete the sale of the portfolio securities it holds in order to convert its assets to cash or cash equivalents, provided, however, that the Fund may invest the proceeds of the sale of portfolio securities in investment grade short-term debt securities denominated in U.S. dollars.

3. Notice of Liquidation. Prior to its Effective Date, each Fund shall provide notice to its shareholders that this Plan has been approved by the Board and that on the Liquidation Date, the Fund will be liquidating its assets and redeeming its shares.

4. Payment of Debts. As soon as practicable after its Effective Date, each Fund shall determine and shall pay, or set aside in U.S. cash or U.S. cash equivalents, the amount of all known or reasonably ascertainable liabilities of the Fund incurred or expected to be incurred prior to the liquidating distribution provided for in Section 5, below.

5. Liquidating Distribution. As of its Liquidation Date, each Fund shall distribute to its shareholders of record as of the close of business on the Liquidation Date, one or more liquidating distributions (each a “Liquidating Distribution”), in each case equal to the shareholder’s proportionate interest, determined on a class-by-class basis, in the net assets of the Fund attributable to the portfolio investments of the Fund that were able to be converted to cash or cash equivalents (net of reserves) as of the date of payment of such Liquidating Distribution and were then available for distribution, less an estimated amount necessary to discharge (a) any unpaid liabilities and obligations of the Fund on the Fund’s books on the date of the first distribution, and (b) liabilities as the Board of Trustees shall reasonably deem to exist against the assets of the Fund. The Board of Trustees or any authorized officer of the Trust shall be authorized to set a record date for, and to cause each Fund to make, the payment of a dividend of any undistributed gains and/or income of the Fund or any other distribution of assets of the Fund, whether as part of the Liquidating Distribution or otherwise.

A Fund may pay more than one Liquidating Distribution or may pay a Liquidating Distribution in more than one installment if appropriate to ensure the orderly disposition of portfolio investments, and may pay one or more Liquidating Distributions by transferring (each a “Transfer”), on behalf of the shareholders, assets that are not able to be converted to cash or cash equivalents to a liquidating trust (or other appropriate liquidating vehicle) (a “Liquidating Trust”) established for the benefit of the shareholders. Each Fund shall also be authorized to transfer to the Liquidating Trust any unpaid liabilities or expenses, whether known or unknown, of the Fund and an amount of cash deemed necessary or appropriate by the Treasurer of the Trust to pay such liabilities or expenses or any liabilities or expenses of the Liquidating Trust. Upon payment of the final Liquidating Distribution, all outstanding shares of a Fund shall be redeemed and the Fund shall be terminated.

Any Transfer shall be made pursuant to an instrument of transfer and such other appropriate documentation as may be deemed necessary or appropriate by one or more officers of the Trust.

If, following its Liquidation Date, a Fund receives any assets or monies or is entitled to any other distributions that it had not recorded on its books on or before the Liquidation Date, the aggregate amount of which is determined by the Board not to be de minimis after taking into account all expenses associated with effecting the disposition thereof, such cash or distribution shall be disbursed to the shareholders of record of the respective Fund as of the Liquidation Date, on a pro rata basis, in such manner as the Board or, subject to the direction of the Board, the Trust’s officers shall deem appropriate. Any such monies or other assets not so distributed may be disposed of as the Board shall determine in its sole discretion to be appropriate under the circumstances.

6. The Board of Trustees.

a. The Board and, subject to the direction of the Board, the Trust’s officers shall have authority to do or authorize any or all acts and things as provided for in the Plan with respect to a Fund and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of the Plan, including, without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement the Plan or which may be required by the provisions of the 1940 Act or any other applicable laws. The Plan shall not affect the authority of the Board to authorize distributions necessary to comply with the provisions of the Code or other applicable law and to set record dates in connection therewith.

b. The death, resignation or other disability of any Trustee or any officer of the Trust shall not impair the authority of the surviving or remaining Trustees or officers to exercise any of the powers provided for in the Plan.

7. Amendment or Abandonment of the Plan. The Board or any authorized officer of the Trust shall have the authority to authorize such variations from or amendments of the provisions of the Plan with respect to a Fund (other than the terms of the liquidating distributions) at any time, if the Board or such officer determines that such action would be advisable and in the best interests of such Fund and its respective shareholders, as may be necessary or appropriate to effect the marshaling of Fund assets and the complete liquidation of such Fund, and the distribution of such Fund’s net assets to its respective shareholders in accordance with the laws of the Commonwealth of Massachusetts and the purposes to be accomplished by the Plan. In addition, the Board may abandon this Plan with respect to a Fund, with or without shareholder approval, at any time if it determines that abandonment would be advisable and in the best interests of such Fund and its respective shareholders.

8. Expenses. Each Fund shall bear all of its expenses incurred in connection with the liquidation, including, without limitation, all expenses incurred in connection with obtaining shareholder approval of the Plan, all legal expenses incurred in connection with the liquidation of each Fund, and all transaction costs incurred in connection with the liquidation of each Fund’s assets, such as brokerage commissions, dealer and underwriter spreads and taxes, except that a Fund shall not bear any expenses relating to any Liquidating Trust incurred after the date of the final Liquidating Distribution.

9. Filings. As soon as practicable following its Liquidation Date, each Fund shall take such steps as the Board or any authorized officer of the Trust shall determine including, without limitation, the filing of such documents as may be necessary to effect or record the liquidation and dissolution of the Fund or to cause shares of the Fund to be reclassified as undesignated authorized and unissued shares, in each case in accordance with the requirements of its Governing Documents, the Laws of the Commonwealth of Massachusetts, the Code, any applicable securities laws, and any rules and regulations of the SEC or any state securities commission, withdrawing any qualification to conduct business in any state in which the Fund is so qualified, and the preparation and filing of any tax returns.

10. Appraisal Rights. Shareholders will not be entitled to appraisal rights in connection with the Plan.

11. Records. The Manager shall continue to maintain the records of the Trust as required by the 1940 Act and the rules thereunder.

12. Trust Only. The Trust is organized as a Massachusetts business trust. A copy of the Declaration of Trust establishing the Trust is on file in the office of the Secretary of State of the Commonwealth of Massachusetts. The name of the Trust refers to the trustees collectively as Trustees and not individually, and the obligations of the Plan are not binding upon any trustee, shareholder, nominee, officer, agent or employee of the Trust or the shareholders of the Trust individually but are binding only upon the assets and property of the Trust.

13. Governing Law. This Plan shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts.

COMBINED PROXY STATEMENT AND PROSPECTUS

FOR THE REORGANIZATION OF

Aquila High Income Fund
(a series of Aquila Funds Trust)

INTO

Cantor Fitzgerald High Income Fund
(a series of Cantor Select Portfolios Trust)

AND TO APPROVE THE LIQUIDATION AND TERMINATION OF

AQUILA FUNDS TRUST

May 28, 2024

PROXY MATERIALS

Aquila High Income Fund
a series of Aquila Funds Trust

120 West 45th Street, Suite 3600

New York, New York 10036

May 28, 2024

Dear Shareholder,

A special meeting of shareholders of Aquila Funds Trust (“Existing Trust”) and its series Aquila High Income Fund (“Existing Fund”) is to be held at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 at 2:00 p.m. Eastern time on July 12, 2024 (“Special Meeting”). We are sending this information to you because you are a shareholder of record of the Existing Fund as of April 15, 2024.

The Special Meeting has been called to consider important proposals affecting the Existing Fund. A definitive agreement has been reached between Aquila Investment Management LLC (“AIM”), the investment adviser of the Existing Fund, and Cantor Fitzgerald Investment Advisors, L.P. (“Cantor”) to sell assets used in AIM’s investment advisory business relating to the Existing Fund (the “Purchase Agreement”). Under the terms of the Purchase Agreement, subject to Fund shareholder approval, the Existing Fund would be reorganized (“Reorganization”) into a newly formed fund, the Cantor Fitzgerald High Income Fund (“New Fund”), a series of Cantor Select Portfolios Trust (“New Trust”) pursuant to an Agreement and Plan of Reorganization (“Reorganization Agreement”).

The Board of Trustees of the Existing has approved the Reorganization Agreement. Following the Reorganization, AIM will not serve as investment adviser of the New Fund. Cantor will serve as the investment adviser of the New Fund and Smith Group Asset Management, LLC (“Smith”) will serve as the sub-adviser of the New Fund. Shareholders of the Existing Fund will receive shares of the New Fund in a transaction that is intended to qualify for U.S. federal income tax purposes as a “reorganization” under Section 368 of the Internal Revenue Code of 1986, as amended. At the Special Meeting, you will be asked to vote on the Reorganization Agreement.

Please note that the Purchase Agreement between Cantor and AIM provides that certain conditions must be satisfied or waived in order for the Reorganization to be consummated, including that shareholders of the Existing Fund approve the Reorganization. Accordingly, the Reorganization may not be consummated if shareholders do not approve the Reorganization.

If Existing Fund shareholders approve the Reorganization Agreement, the Reorganization will take effect on or about the close of business on July 26, 2024. At that time, the shares of the Existing Fund that you currently own would, in effect, be exchanged on a tax-free basis for shares of the New Fund with the same aggregate value.

In addition to being asked to approve the Reorganization Agreement, shareholders are also being asked to approve a proposal to liquidate and terminate the Existing Trust. Under the Declaration of Trust of the Existing Trust, shareholders must approve the liquidation and termination of the Existing Trust separate from the Reorganization. The Existing Trust cannot be terminated without shareholder approval.

A Combined Proxy Statement and Prospectus (the “Proxy Statement”) regarding the meeting, a proxy card for your vote at the meeting, and a postage-prepaid envelope in which to return your proxy card are enclosed. More information on the New Fund, the proposed Reorganization and the liquidation and termination of the Trust is contained in the enclosed Proxy Statement. You should review the Proxy Statement carefully and retain it for future reference. Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be. Thank you for your participation in this important initiative.

The Board recommends that you vote “FOR” each of the Reorganization Agreement and the liquidation and termination of the Existing Trust.

Attached, please find answers to various questions you may have in connection with the Meeting. Before you vote, please read the full text of the Proxy Statement for an explanation of each of the Proposals.

May 28, 2024

AQUILA FUNDS TRUST
Aquila High Income Fund

120 West 45th Street, Suite 3600

New York, New York 10036

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD July 12, 2024

To the Shareholders of Aquila High Income Fund:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (“Special Meeting”) of Aquila Funds Trust (“Existing Trust”) and its series Aquila High Income Fund (“Existing Fund”) is to be held at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 at 2:00 p.m. Eastern time on July 12, 2024 to vote on the following proposal (“Proposal”), and any other matters that may properly come before the Special Meeting or any adjournment or postponement thereof:

Shareholders of record as of the close of business on April 15, 2024 are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement of the Meeting (the “Record Date”).

You are entitled to receive notice of, and to vote at, the Special Meeting and any adjournment or postponement of the Special Meeting, even if you no longer hold shares of the Existing Fund. Your vote is important no matter how many shares you own. It is important that your vote be received no later than the time of the Special Meeting.

Voting is quick and easy. Everything you need is enclosed. You may vote by completing and returning your proxy card in the enclosed postage-paid return envelope, by calling the toll-free telephone number listed on the enclosed proxy card, or by visiting the Internet website listed on the enclosed proxy card. You may receive more than one set of proxy materials if you hold shares in more than one account. Please be sure to vote each proxy card you receive. If we do not hear from you, our proxy solicitor, BetaNXT, may contact you. This will ensure that your vote is counted even if you cannot or do not wish to attend the Special Meeting. If you have any questions about the proposals or how to vote, you may call BetaNXT at (888) 734-2670 and a representative will assist you.

Important Notice Regarding the Availability of Proxy Materials for the Meeting: The Notice of Special Meeting of Shareholders and Proxy Statement are available at www.proxypush.com/AFT].

We urge you to review carefully the Reorganization proposal in the Proxy Statement. Then, fill out the proxy card and return it to us so that we know how you would like to vote. When shareholders return their proxy cards promptly, additional costs of having to conduct additional solicitation or mailings may be avoided. If you have any questions or would like to quickly vote your shares, call BetaNXT, our proxy solicitor, toll free at (888) 734-2670.

QUESTIONS AND ANSWERS RELATING TO THE REORGANIZATION

While we encourage you to read the full text of the enclosed Combined Proxy Statement and Prospectus (“Proxy Statement”), below is a brief overview of the proposal, which will require your vote.

Proposal 1 – To approve the Reorganization Agreement