AQUILA NARRAGANSETT TAX-FREE INCOME FUND AMENDED AND RESTATED SUB-ADVISORY AGREEMENT

AQUILA NARRAGANSETT TAX-FREE INCOME FUND

AMENDED AND RESTATED
SUB-ADVISORY AGREEMENT

This AMENDED AND RESTATED SUB-ADVISORY AGREEMENT, dated as of December 1, 2015 and amended and restated as of July 26, 2021, is by and between AQUILA INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (the “Manager”), 000 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 and CLARFELD FINANCIAL ADVISORS, LLC, a Delaware limited liability company (the “Sub-Adviser”), 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000.

W I T N E S S E T H:

WHEREAS, Aquila Narragansett Tax-Free Income Fund (the “Fund”) is a series of Aquila Municipal Trust, a Massachusetts business trust, and is registered under the Investment Company Act of 1940 (the “Act”) as an open-end, non-diversified management investment company;

WHEREAS, the Manager has entered into an Advisory and Administration Agreement (the “Advisory and Administration Agreement”) pursuant to which the Manager acts as investment adviser with respect to the Fund;

WHEREAS, pursuant to paragraph 2 of the Advisory and Administration Agreement, the Manager has retained Citizens Investment Advisors, a department of Citizens Bank, N.A. (“Citizens”), to serve as the sub-adviser for purposes of rendering investment advisory services to the Manager in connection with the Fund upon the terms and conditions set forth in a Sub-Advisory Agreement dated as of December 1, 2015, as amended as of September 24, 2018 (as so amended, the “Original Agreement”);

WHEREAS, effective as of the date hereof, Citizens will transfer the Original Agreement to the Sub-Adviser, a wholly-owned subsidiary of Citizens;

WHEREAS, the parties have been advised that the transfer does not constitute an “assignment” of the Original Agreement under the Act; and

WHEREAS, the parties hereto wish to amend and restate the Original Agreement in its entirety as set forth herein to reflect the transfer of the Original Agreement by Citizens to the Sub-Adviser on the date hereof;

NOW THEREFORE, in consideration of the mutual promises and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.  In General

The Manager hereby appoints the Sub-Adviser to render, to the Manager and to the Fund, investment research and advisory services as set forth below under the supervision of the Manager and subject to the approval and direction of the Board of Trustees of the Fund.  The Sub-Adviser shall, all as more fully set forth herein, act as managerial investment adviser to the Fund with respect to the investment of the Fund’s assets, and supervise and arrange the purchase of securities for and the sale of securities held in the portfolio of the Fund.

2.  Duties and Obligations of the Sub-Adviser With Respect To Investment of the Assets of the Fund

(a)  Subject to the succeeding provisions of this section and subject to the direction and control of the Manager and the Board of Trustees of the Fund, the Sub-Adviser shall:

(i)  supervise continuously the investment program of the Fund and the composition of its portfolio;

(ii)  determine what securities shall be purchased or sold by the Fund;

(iii)  arrange for the purchase and the sale of securities held in the portfolio of the Fund;

(iv)  at its expense provide for pricing of the Fund’s portfolio daily using a pricing service or other source of pricing information satisfactory to the Fund and, unless otherwise directed by the Board of Trustees, provide for pricing of the Fund’s portfolio at least quarterly using another such source satisfactory to the Fund; and

(v)  consult with the Manager in connection with its duties hereunder.

(b)  Any investment program furnished by the Sub-Adviser under this section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the Act and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By‑Laws of the Fund as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Fund; and (5) the fundamental policies of the Fund, as reflected in its Registration Statement under the Act or as amended by the shareholders of the Fund.

(c)  The Sub-Adviser shall give to the Manager and to the Fund the benefit of its best judgment and effort in rendering services hereunder, but the Sub-Adviser shall not be liable for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith by the Sub-Adviser.

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(d)  Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-Adviser or any such affiliated person from buying, selling or trading any securities for its own or their own accounts or for the accounts of others for whom it or they may be acting, provided, however, that the Sub-Adviser expressly represents that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Fund under this Agreement.

(e)  In connection with its duties to arrange for the purchase and sale of the Fund’s portfolio securities, the Sub-Adviser shall select such broker‑dealers (“dealers”) as shall, in the Sub-Adviser’s judgment, implement the policy of the Fund to achieve “best execution,” i.e., prompt, efficient, and reliable execution of orders at the most favorable net price.  The Sub-Adviser shall cause the Fund to deal directly with the selling or purchasing principal or market maker without incurring brokerage commissions unless the Sub-Adviser determines that better price or execution may be obtained by paying such commissions; the Fund expects that most transactions will be principal transactions at net prices and that the Fund will incur little or no brokerage costs.  The Fund understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices.  In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer’s reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser’s overall responsibilities.  If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider whether a dealer has provided research services, as further discussed below.  Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities.  The Fund recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Fund and may be used for the benefit of the Sub-Adviser or its other clients.

(f)  The Sub-Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Fund as are required by applicable law and regulation, and agrees that all records which it maintains for the Fund on behalf of the Manager shall be the property of the Fund and shall be surrendered promptly to the Fund or the Manager upon request.

(g)  The Sub-Adviser agrees to furnish to the Manager and to the Board of Trustees of the Fund such periodic and special reports as each may reasonably request.

(h)  It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund’s Registration Statement under the Act and the Securities

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Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein.  The Sub-Adviser shall promptly inform the Fund as to any information concerning the Sub-Adviser appropriate for inclusion in such Registration Statement, or as to any transaction or proposed transaction which might result in an assignment (as defined in the Act) of this Agreement.

(i)  The Sub-Adviser shall not be liable for any error in judgment or for any loss suffered by the Fund or its security holders in connection with the matters to which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.  Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Fund may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith.

(j)  To the extent that the Manager is indemnified under the Fund’s Declaration of Trust with respect to the services provided hereunder by the Sub-Adviser, the Manager agrees to provide the Sub-Adviser the benefits of such indemnification.

(k)  The Sub-Adviser shall not consult with any other sub-adviser for the Fund or any other series of Aquila Municipal Trust, or any sub-adviser of any other fund under common control with the Fund, concerning transactions for the Fund or any other fund under common control in securities or other assets, except that such consultations are permitted between the current and successor sub-investment advisers of the Fund in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Act.  In addition, the Sub-Adviser shall not consult with the adviser of any fund under common control with the Fund concerning transactions for the other fund in securities or other assets unless the Sub-Adviser is also a sub-adviser of such other fund.

3.  Allocation of Expenses

The Sub-Adviser shall bear all of the expenses it incurs in fulfilling its obligations under this Agreement.  In particular, but without limiting the generality of the foregoing, the Sub-Adviser shall furnish, at the Sub-Adviser’s expense, all office space, facilities, equipment and clerical personnel necessary for carrying out its duties under this Agreement. The Sub-Adviser shall supply, or cause to be supplied, to any investment adviser, administrator or principal underwriter of the Fund all necessary financial information in connection with such adviser’s, administrator’s or principal underwriter’s duties under any agreement between such adviser, administrator or principal underwriter and the Fund.  The Sub-Adviser will also pay all compensation of the Fund’s officers, employees, and Trustees, if any, who are affiliated persons of the Sub-Adviser.

4.  Compensation of the Sub-Adviser

 The Manager agrees to pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser as such, a management fee payable monthly and computed on the net asset value of the Fund as of the close of business each business day at the annual rate of 0.23 of 1% of such net asset value.

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5.  Duration and Termination

(a)  This Agreement became effective on December 1, 2015 and shall, unless terminated as hereinafter provided, continue in effect for successive annual periods, but only so long as such continuance is specifically approved at least annually (1) by a vote of the Fund’s Board of Trustees, including a vote of a majority of the Trustees who are not parties to this Agreement or “interested persons” (as defined in the Act) of any such party, with votes cast in person at a meeting called for the purpose of voting on such approval, or (2) by a vote of the holders of a “majority” (as so defined) of the outstanding voting securities of the Fund and by such a vote of the Trustees.

(b)  This Agreement may be terminated by the Sub-Adviser at any time without penalty upon giving the Manager and the Fund sixty days’ written notice (which notice may be waived). This Agreement may be terminated by the Manager or the Fund at any time without penalty upon giving the Sub-Adviser sixty days’ written notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Fund shall be directed or approved by a vote of a majority of its Trustees in office at the time or by a vote of the holders of a majority (as defined in the Act) of the voting securities of the Fund outstanding and entitled to vote. This Agreement shall automatically terminate in the event of its assignment (as defined in the Act) or the termination of the Advisory and Administration Agreement.

(c)  For the duration of this Agreement, the Sub-Adviser agrees that the Sub-Adviser or any affiliate thereof shall not provide portfolio management services for or to any investment company registered under the Act which invests in municipal securities issued by the State of Rhode Island or its political subdivisions without the prior written consent of the Manager.

6.  Notices of Meetings

The Manager agrees that notice of each meeting of the Board of Trustees of the Fund will be sent to the Sub-Adviser and that Sub-Adviser will make appropriate arrangements for the attendance (as persons present by invitation) of such person or persons as the Sub-Adviser may designate.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the day and year first above written.

AQUILA INVESTMENT MANAGEMENT LLC

/s/ Xxxxx X. Xxxxxxxx

By:  _____________________________

Name: Xxxxx X. Xxxxxxxx

Title:   President and CEO

CLARFELD FINANCIAL ADVISORS, LLC

/s/ Xxx Xxxxxx

By:  _____________________________

Name: Xxx Xxxxxx

Title:   Chief Compliance Officer

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