Mainstay Funds Trust N14 Registration statement for investment companies business combination

MainStay MacKay Strategic
Municipal Allocation Fund
(Acquiring Fund)
Class A

Aquila Kentucky Fund
(Acquired Fund)
Class I

MainStay
MacKay Strategic
Municipal Allocation Fund
Pro Forma Combined Class
A

Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

As filed with the Securities and Exchange Commission on March 14, 2024

Securities Act File No. [ ]

UNITED STATES

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. [ ]

MAINSTAY FUNDS TRUST

(Exact Name of Registrant as Specified in Charter)

51 Madison Avenue, New York, New York 10010

(Address of Principal Executive Offices) (Zip Code)

(800) 624-6782

(Registrant’s Area Code and Telephone Number)

J. Kevin Gao, Esq.

MainStay Funds Trust

30 Hudson Street

Jersey City, New Jersey 07302

(Name and Address of Agent for Service)

With copies to:

Thomas C. Bogle, Esq.

Corey F. Rose, Esq.

Dechert LLP

1900 K Street, NW

Washington, DC 20006

Approximate Date of Proposed Public Offering:

As soon as practicable after this Registration Statement becomes effective.

It is proposed that this filing will become effective on April 13, 2024, pursuant to Rule 488 under the Securities Act of 1933, as amended.

No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.

Title of Securities Being Registered: Class A, Class C, Class I and Class Z shares of MainStay MacKay Strategic Municipal Allocation Fund, a series of the Registrant.

AQUILA MUNICIPAL TRUST

Aquila Churchill Tax-Free Fund of Kentucky

Aquila Narragansett Tax-Free Income Fund

120 West 45th Street, Suite 3600

New York, New York 10036

April [ ], 2024

Dear Shareholder:

On behalf of the Board of Trustees (the “Board”) of Aquila Churchill Tax-Free Fund of Kentucky (the “Aquila Kentucky Fund”) and Aquila Narragansett Tax-Free Income Fund (the “Aquila Narragansett Fund”) (each, an “Acquired Fund” and together, the “Acquired Funds”), each a series of Aquila Municipal Trust (the “Trust”), we are pleased to invite you to a special meeting of shareholders (with any postponements or adjournments, the “Special Meeting”) of the Acquired Funds. The Special Meeting is scheduled to be held on June 17, 2024, at 2:00 p.m., local time, at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178.

At the Special Meeting, as a shareholder of the Aquila Kentucky Fund and/or the Aquila Narragansett Fund, you will be asked to consider and vote on one or more of the following proposals:

To approve an Agreement and Plan of Reorganization providing for the transfer of the assets of the Aquila Kentucky Fund to MainStay MacKay Strategic Municipal Allocation Fund (the “Acquiring Fund”), a series of MainStay Funds Trust, in exchange for the assumption of all of the liabilities of the Aquila Kentucky Fund by the Acquiring Fund and shares of the Acquiring Fund, followed by the complete liquidation of the Aquila Kentucky Fund (the “Aquila Kentucky Reorganization”); and

To approve an Agreement and Plan of Reorganization providing for the transfer of the assets of the Aquila Narragansett Fund to the Acquiring Fund in exchange for the assumption of all of the liabilities of the Aquila Narragansett Fund by the Acquiring Fund and shares of the Acquiring Fund, followed by the complete liquidation of the Aquila Narragansett Fund (the “Aquila Narragansett Reorganization”); and

To transact such other business as may properly come before the Special Meeting.

The Aquila Kentucky Fund Reorganization and Aquila Narragansett Fund Reorganization may hereinafter be referred to collectively as the “Reorganizations.”

The Acquiring Fund is managed by New York Life Investment Management LLC and subadvised by MacKay Shields LLC (“MacKay”). The Acquired Funds are managed by Aquila Investment Management LLC and Aquila Narragansett Fund is subadvised by Clarfeld Financial Advisors, LLC (“Clarfeld”), a wholly-owned subsidiary of Citizens Bank, N.A. The Aquila Kentucky Fund does not have a subadvisor.

If the Reorganizations take place, you will become a shareholder of the Acquiring Fund. Only shareholders of the Aquila Kentucky Fund will vote on the Aquila Kentucky Fund Reorganization and only shareholders of Aquila Narragansett Fund will vote on the Aquila Narragansett Fund Reorganization. Each Reorganization is not contingent on the approval of the other Reorganization, although there are certain other preconditions to the closing of the respective Reorganizations.

Formal notice of the Special Meeting appears on the next page, followed by a combined proxy statement and prospectus (the “Proxy Statement/Prospectus”). The Reorganizations are discussed in detail in the enclosed Proxy Statement/Prospectus, which you should read carefully.

The Board recommends that you vote “FOR” the Reorganizations.

Your vote is important, regardless of the number of shares of the Aquila Kentucky Fund and/or the Aquila Narragansett Fund you own. Whether or not you expect to attend the Special Meeting in person, please read the Proxy Statement/Prospectus and cast your vote promptly. You may cast your vote by completing, signing and returning the

enclosed proxy card by mail in the postage-paid envelope provided or by following the instructions on the proxy card for voting your proxy on the Internet or by touch-tone telephone. It is important that your vote be received no later than 11:59 p.m. ET on June 16, 2024.

We appreciate your participation and prompt response in this matter and thank you for your continued support.

Sincerely,

/s/ Diana P. Herrmann, President

AQUILA MUNICIPAL TRUST

Aquila Churchill Tax-Free Fund of Kentucky

Aquila Narragansett Tax-Free Income Fund

120 West 45^th Street, Suite 3600

New York, New York 10036

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 17, 2024

NOTICE IS HEREBY GIVEN THAT a special meeting of shareholders (with any postponements or adjournments, the “Special Meeting”) of Aquila Churchill Tax-Free Fund of Kentucky (the “Aquila Kentucky Fund”) and Aquila Narragansett Tax-Free Income Fund (the “Aquila Narragansett Fund”) (each, an “Acquired Fund” and together, the “Acquired Funds”), each a series of Aquila Municipal Trust, are scheduled to be held on June 17, 2024, at 2:00 p.m., local time, at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 to consider and vote on one or more of the following proposals:

To transact such other business as may properly come before the Special Meeting.

The Aquila Kentucky Fund Reorganization and Aquila Narragansett Fund Reorganization may hereinafter be referred to collectively as the “Reorganizations.”

Please read the enclosed combined proxy statement and prospectus (the “Proxy Statement/Prospectus”) carefully for information concerning the Reorganizations.

The Board of Trustees of the Acquired Funds recommends that you vote “FOR” the Reorganizations.

Shareholders of record as of the close of business on March 29, 2024 are entitled to notice of, and to vote at, the Special Meeting. Your attention is called to the Proxy Statement/Prospectus. Regardless of whether you plan to attend the Special Meeting, please complete, sign and return the enclosed proxy card by 11:59 p.m. ET on June 16, 2024, or follow the instructions on the proxy card for voting your proxy on the Internet or by touch-tone telephone to help achieve a quorum and so that a maximum number of shares may be voted. Proxies may be revoked at any time before they are exercised by submitting a revised proxy card, by giving written notice of revocation to the Acquired Fund(s) or by voting in person at the Special Meeting.

By Order of the Board of Trustees of Aquila Municipal Trust,

/s/ Diana P. Herrmann, President

QUESTIONS AND ANSWERS RELATING TO THE REORGANIZATION

We recommend that you read the complete Proxy Statement/Prospectus. However, we thought it would be helpful to provide brief answers to some questions concerning the proposal described in this Proxy Statement/Prospectus.

Q. Why is a shareholder meeting being held?

A. You are being asked to consider and approve an Agreement and Plan of Reorganization for the Aquila Kentucky Reorganization and/or an Agreement and Plan of Reorganization for the Aquila Narragansett Reorganization (each, a “Reorganization Agreement” and together, the “Reorganization Agreements”) providing for the transfer of the assets of your Acquired Fund, a series of Aquila Municipal Trust, to the Acquiring Fund, a series of MainStay Funds Trust, in exchange for the assumption of all of the liabilities of your Acquired Fund by the Acquiring Fund and shares of the Acquiring Fund, followed by the complete liquidation of your Acquired Fund. The Acquiring Fund and the Acquired Funds may be referred to together in this Proxy Statement/Prospectus as the “Funds.”

As described more fully in this Proxy Statement/Prospectus, the Acquiring Fund is a series of MainStay Funds Trust and is managed by New York Life Investment Management LLC (“New York Life Investments”), an indirect wholly-owned subsidiary of New York Life Insurance Company. Also, upon completion of a Reorganization, MacKay Shields LLC (“MacKay”) will continue to provide day-to-day portfolio management responsibilities for the Acquiring Fund, under the supervision of New York Life Investments, pursuant to a subadvisory agreement with New York Life Investments. Aquila Investment Management LLC (“Aquila”) currently serves as the investment adviser for the Acquired Funds and will not serve as the investment adviser for an Acquiring Fund upon completion of the Aquila Kentucky Reorganization and/or Aquila Narragansett Reorganization, as applicable. Clarfeld Financial Advisors, LLC (“Clarfeld”), a wholly-owned subsidiary of Citizens Bank, N.A., currently serves as the investment subadvisor for the Aquila Narragansett Fund, and will not serve as the subadvisor for the Acquiring Fund upon completion of the Aquila Narragansett Reorganization.

New York Life Investments or its affiliates will continue to provide distribution and administrative services to the Acquiring Fund, among other services, in addition to supervising the day-to-day portfolio management activities of MacKay. For more information regarding New York Life Investments, MacKay, Aquila and Clarfeld, please see “Information About Management of the Funds” in the Proxy Statement/Prospectus.

Q. Why are the Reorganizations being proposed?

A. Aquila, the investment adviser for the Acquired Funds, has agreed to sell assets used in its investment advisory business relating to the Acquired Funds to New York Life Investments, subject to shareholder approval of the Reorganizations, among other conditions. New York Life Investments serves as investment adviser of the Acquiring Fund and MacKay serves as investment subadvisor to the Acquiring Fund. As further described in the attached Proxy Statement/Prospectus, there are certain important differences between the investment objectives and principal investment strategies of each Acquired Fund and the Acquiring Fund, and the Acquiring Fund is under different management than the Acquired Funds. The Reorganizations would also result in the Acquired Funds’ existing shareholders becoming part of a larger fund family with access to the wide array of distribution, marketing, administrative and other services offered by New York Life Investments or its affiliates.

Q. What are the potential benefits from the Reorganizations?

A. The management fee payable by the Acquiring Fund is lower than the management fee payable by the Aquila Narragansett Fund and is equal to the management fee payable by the Aquila Kentucky Fund. In addition, the Reorganizations are expected to result in a lower net expense ratio for existing shareholders of Class A, Class C, Class F, Class I and Class Y shares of the Acquired Funds as they would be subject to lower other expenses than the Acquired Funds when they become shareholders of Class Z, Class C, Class I, Class A and Class I shares, respectively, of the Acquiring Fund. New York Life Investments has contractually agreed to waive fees and/or reimburse expenses of the Acquiring Fund so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) do not exceed the following percentage of its average daily net assets: Class A, 0.77% and Class Z, 0.79%. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points as the Class A shares waiver/reimbursement to Class C shares and Class I shares.

This agreement will remain in effect until February 28, 2027, and thereafter shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Acquiring Fund.

In addition, shareholders of the Acquired Funds will become shareholders of the Acquiring Fund, which is part of a larger fund family, the MainStay Funds. This larger family benefits from a wider array of distribution, marketing and administrative services than those currently provided to the Aquila Municipal Trust.

Q. How will the Reorganization(s) affect me?

A. Each Reorganization is subject to the approval of the applicable Acquired Fund’s shareholders. If shareholders of an Acquired Fund approve its Reorganization and all other conditions are satisfied or waived, such shareholders will become shareholders of the Acquiring Fund. You will receive shares of a class of the Acquiring Fund equal in value to the shares that you hold of the Aquila Kentucky Fund or Aquila Narragansett Fund, as applicable, as of the close of business of the New York Stock Exchange, usually 4:00 pm Eastern time, on the closing day of the applicable Reorganization.

Shareholders of the Aquila Kentucky Fund and/or the Aquila Narragansett Fund will receive shares of the Acquiring Fund in the corresponding Reorganization as set forth in the table below:


Aquila Kentucky Fund Shares and Aquila Narragansett Fund Shares		Acquiring Fund Shares
Class A		Class Z
Class C		Class C
Class F		Class I
Class I		Class A
Class Y		Class I

If a Reorganization is approved by shareholders and certain other conditions are satisfied or waived, such Reorganization will take place on or about July 19, 2024 (“Closing Date”).

Q. Are there differences between the Funds?

A. Yes. Aquila is the Acquired Funds’ investment adviser and Clarfeld is the subadvisor to the Aquila Narragansett Fund. New York Life Investments serves as the investment manager to the Acquiring Fund and supervises the services provided by MacKay, which serves as subadvisor to the Acquiring Fund. New York Life Investments will continue to serve as the investment manager to the Acquiring Fund after the Reorganizations and will supervise the services provided by MacKay, which will continue to serve as subadvisor to the Acquiring Fund.

Additionally, as summarized below and set forth more fully in the Proxy Statement/Prospectus, there are several important differences between the investment objectives and principal investment strategies of each of the Acquired Funds and the Acquiring Fund.

The Acquired Funds’ and Acquiring Fund’s investment objectives are similar in that they all seek current income exempt from federal income taxes. However, whereas the Acquiring Fund is a “national” municipal fund that does not focus its investments on municipal obligations related to a particular state, each Acquired Fund is a “single-state” municipal fund. In addition to seeking current income exempt from federal income taxes, the Aquila Kentucky Fund seeks current income exempt from Kentucky state income taxes and the Aquila Narragansett Fund seeks current income exempt from Rhode Island state income taxes. Each Acquired Fund’s investment objective is fundamental, which means it cannot be changed without shareholder approval. The Acquiring Fund’s investment objective is non-fundamental and may be changed without shareholder approval.

Each Fund invests primarily in municipal obligations, however, there are certain important differences in the Funds’ principal investment strategies:

Each Fund has a different 80% investment policy, related to the Fund’s investment objective as a “national” municipal fund or a “single-state” municipal fund. Under normal circumstances, the Aquila Kentucky Fund invests at least 80% of its net assets in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Kentucky income and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals. Under normal circumstances, the Aquila Narragansett Fund invests at least 80% of its net assets in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Rhode Island income and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals. The Acquiring Fund, under normal circumstances, invests at least 80% of its net assets plus borrowings for investment purposes in municipal bonds, the income from which is exempt from federal income tax, without regard to whether that income is exempt from Kentucky state income tax or Rhode Island state income tax, as applicable. Each Fund’s 80% investment policy is fundamental, which means it cannot be changed without shareholder approval.

The Acquiring Fund invests, under normal circumstances, at least 65% of its net assets in investment grade quality bonds as rated by a nationally recognized statistical rating organization (“NRSRO”) (such as bonds rated BBB- or higher, or Baa3 or higher), or if unrated, judged to be of comparable quality by MacKay, the Acquiring Fund’s Subadvisor. The Acquiring Fund may invest up to 35% of its net assets in municipal bonds rated below investment grade by an NRSRO, commonly referred to as “high yield” or “junk” bonds, including up to 10% of its net assets in municipal bonds that are the subject of bankruptcy proceedings, that are in default as to the payment of principal or interest, or that are rated in the lowest rating category by an NRSRO (such as bonds rated D) (“distressed securities”), or if unrated, judged to be of comparable quality by MacKay. If NRSROs assign different ratings to the same security, the Fund will use the higher rating for purposes of determining the security’s credit quality. Municipal bonds that are rated below investment grade may be more likely to pay interest that is includable in taxable income for purposes of the federal alternative minimum tax than other municipal bonds. The Acquiring Fund’s Portfolio Management Team (the “Team”) dynamically allocates the Fund’s assets across investment grade and high yield municipal bond securities. While the Team focuses primarily on investment grade quality securities, they may opportunistically allocate to high yield bonds based upon changes in relative value within the municipal fixed income markets. The Team believes that high yield is often underutilized in traditional municipal bond portfolios and may offer incremental total return and diversification benefits.

In contrast to the Acquiring Fund, the Aquila Kentucky Fund’s investments in municipal bonds issued by the Commonwealth of Kentucky, its counties and various other local authorities must be of investment grade quality at the time of purchase and the Aquila Narragansett Fund’s investments in municipal bonds issued by the State of Rhode Island, its counties and various other local authorities must be of investment grade quality at the time of purchase.

The Acquiring Fund expects generally to invest in municipal bonds that have a maturity of 3 to 10 years, although the Acquiring Fund may invest in instruments of any duration or maturity. In contrast, the weighted average maturity of the Acquired Funds have traditionally been between 5 and 15 years.

The Acquiring Fund may invest in derivatives, such as futures, options and swap agreements to seek enhanced returns or to reduce the risk of loss by hedging certain of its holdings. In contrast, the Acquired Funds do not invest in derivatives.

Each of the Aquilla Kentucky Fund and the Aquila Narragansett Fund is classified as a “non-diversified” investment company under the 1940 Act, which means it may invest a greater percentage of its assets in a smaller number of issuers than the Acquiring Fund, which is classified as a “diversified fund.”

In selecting investments for the Acquiring Fund, the subadvisor to the Acquiring Fund may take into account environmental, social, and governance risks that the subadvisor believes may have a material impact on the performance of a security.

In addition, the Acquired Funds are each a series of a Massachusetts business trust, whereas the Acquiring Fund is a series of a Delaware statutory trust. There are differences between Massachusetts state law and Delaware state law. There are also differences in the Declarations of Trust and By-Laws of the Acquiring Funds and the Acquired Fund. See “Material Differences in the Rights of Fund Shareholders” for more information. Also, the Acquired Funds and Acquiring Fund have different service providers including: (i) investment manager; (ii) subadvisor; (iii) administrator/sub-administrator; (iv) distributor; (v) transfer agent; and (vi) custodian.

See “Comparison of the Aquila Kentucky Fund and the Acquiring Fund”, “Comparison of the Aquila Narragansett Fund and the Acquiring Fund” and “Additional Information About the Funds” in the Proxy Statement/Prospectus for more information.

Additionally, unlike the Acquired Funds, the Acquiring Fund (and New York Life Investments) has obtained an exemptive order from the Securities and Exchange Commission (“SEC”) permitting the investment manager, on behalf of the Acquiring Fund and subject to the approval of the Board of Trustees of MainStay Funds Trust, to hire and to modify any existing or future subadvisory agreements with subadvisors, subject to certain conditions. See “Do the Funds operate in accordance with exemptive relief regarding “manager of managers” arrangements?” for more information.

Q. How will the Reorganizations affect shareholder fees and expenses?

A. The Reorganizations are expected to result in:

Management Fee: The management fee payable by the Acquiring Fund (0.40% of average daily net assets) is lower than the management fee payable by the Aquila Narragansett Fund (0.50% of average daily net assets) and equal to the management fee payable by the Aquila Kentucky Fund (0.40% of average daily net assets).

Rule 12b-1 distribution and service fees: The Acquiring Fund will have lower Rule 12b-1 distribution and service fees for Class C shares (0.50% of average daily net assets attributable to Class C shares) as compared to the Rule 12b-1 distribution and service fees for Class C shares of the Acquired Funds (1.00% of average daily net assets attributable to Class C shares). The Acquiring Fund will also have lower Rule 12b-1 distribution and services fees for Class A shares (0.25% of average daily net assets attributable to Class A shares) as compared to the Rule 12b-1 distribution and service fees for Class I shares of the Acquired Funds (0.40% of average daily net assets attributable to Class I shares). Rule 12b-1 distribution and service fees for Class Z shares of the Acquiring Fund will be the same as the Rule 12b-1 distribution and service fees for Class A shares of the Acquired Funds (0.15% of average daily net assets). Class F and Class Y shares of the Acquired Funds and Class I shares of the Acquiring Fund are not subject to any Rule 12b-1 distribution and/or service fees.

Total annual fund operating expenses: Each Reorganization is expected to result in a reduction in total annual fund operating expenses immediately after the consummation of the Reorganization as compared to the applicable Acquired Fund’s current total annual fund operating expenses. New York Life Investments has contractually agreed to waive fees and/or reimburse expenses of the Acquiring Fund so that total annual fund operating expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for a class do not exceed the following percentage of its average daily net assets: Class A, 0.77% and Class Z, 0.79%. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points as the Class A shares waiver/reimbursement to Class C and Class I shares. This agreement will remain in effect until February 28, 2027, and thereafter shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Acquiring Fund. Following the expiration of the expense limitation agreement, it is possible that the Total Annual Fund Operating Expenses of one or more share classes of the Acquiring Fund would be higher than the Total Annual Fund Operating Expenses of the corresponding share class of one or both of the Acquired Funds, based in part on the asset size of the Acquiring Fund at that time.

No sales charges will be assessed to shares received in connection with each Reorganization.

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

Q. Do the Acquired Funds operate in accordance with exemptive relief regarding “manager of managers” arrangements like the Acquiring Fund?

A. No. The Acquiring Fund (and New York Life Investments) has obtained an exemptive order from the SEC permitting the investment manager, on behalf of the Acquiring Fund and subject to the approval of the Board of Trustees of MainStay Funds Trust, to hire and to modify any existing or future subadvisory agreements with certain subadvisors, subject to certain conditions. The Acquiring Fund’s order applies to both unaffiliated subadvisors and subadvisors that are wholly-owned or otherwise affiliated with the Acquiring Fund. The Acquired Funds have not received a comparable SEC exemptive order.

Q. Who will bear the expenses of the Reorganizations and related costs?

A. The expenses of the Reorganizations will be borne by New York Life Investments. The expenses of the Reorganizations include, but are not limited to, the costs associated with the preparation of necessary filings with the SEC, printing and distribution of the Proxy Statement/Prospectus and other proxy materials, proxy solicitation costs, legal fees, accounting fees, securities registration fees, and expenses of holding the Special Meeting. The expenses of the Reorganizations are estimated to be approximately $165,000-180,000 for Aquila Kentucky Reorganization and $165,000-180,000 for Aquila Narragansett Reorganization. Neither the Acquiring Fund nor the Acquired Funds will bear any of the direct costs of the Reorganizations.

Additionally, following the Reorganizations, the Acquiring Fund may sell a portion of the assets obtained from the Acquired Funds in a manner consistent with its investment strategies and policies. If the Reorganizations are approved by shareholders and certain other conditions are met, it is anticipated that approximately 78% and 82% of the investments held by the Aquila Kentucky Fund and the Aquila Narragansett Fund, respectively, will be sold by the Acquiring Fund following consummation of the Reorganizations. Although the transaction costs associated with these transactions would be borne by the Acquiring Fund, it is not possible to precisely quantify transaction costs in transitioning a fixed income portfolio because bonds, unlike equities, do not trade continuously on an exchange with a published bid / ask spread. The secondary market for fixed income securities is a dealer-driven market in which transactions occur over-the-counter at a negotiated price between the Acquiring Fund and a dealer. The Team does not expect meaningful mark-ups given the Acquiring Fund’s current holdings predominantly consist of liquid, U.S. municipal securities. The actual amounts of brokerage and other transaction expenses may change at the time of the Reorganizations based on market conditions and other factors. See “Portfolio Transitioning” in the Proxy Statement/Prospectus for more information.

Q. Will the Reorganizations create a taxable event?

A. It is anticipated that the Reorganizations will each qualify for U.S. federal income tax purposes as a “reorganization” under Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the Acquired Funds, the Acquiring Fund and their respective shareholders are not expected to recognize any gain or loss for U.S. federal income tax purposes as a direct result of the transactions contemplated by the Reorganization Agreements. Specifically, it is expected that neither Acquired Fund will recognize any gain or loss upon the acquisition by the Acquiring Fund of the assets and the assumption of the liabilities of such Acquired Fund. In addition, when shares held by shareholders of the Acquired Funds are exchanged for Acquiring Fund shares pursuant to the Reorganizations, it is expected that the shareholders of the Acquired Funds will recognize no gain or loss on the exchange, and that each shareholder of each Acquired Fund will have the same aggregate tax basis and holding period with respect to the Acquiring Fund shares received as the shareholder’s tax basis and holding period in its Acquired Fund shares immediately before the exchange.

As discussed above, there are certain important differences between the principal investment strategies of the Acquiring Fund and the Acquired Funds. However, Aquila does not anticipate that it will need to sell the Acquired Funds’ holdings if the Reorganizations are approved by shareholders. If any of the Acquired Funds’ holdings are sold prior to the Closing Date, any such portfolio transitioning may generate capital gains, which may result in taxable distributions to shareholders of the Funds after the date of the Reorganizations. It is not possible at this time to provide an estimate of the gain or loss to be recognized by the Acquired Funds that would be carried over to the Acquiring Fund for U.S. federal income tax purposes in connection with the transition of the Acquired Funds’ portfolio.

Following the Reorganizations, the Acquiring Fund’s ability to carry forward and use the Acquired Funds’ or its own pre-Reorganizations capital losses, if any, may be limited.

Tax-exempt dividends from the Acquiring Fund may not qualify for a state or local income tax exemption in certain states or localities. Shareholders of the Acquired Funds should consult their tax advisers regarding the income tax consequences of holding shares in the Acquiring Fund, including differences in the state and local tax treatment of dividends received from the Acquired Funds and the Acquiring Fund.

For more detailed information about the tax consequences of the Reorganizations please refer to the “Information About the Reorganizations – U.S. Federal Income Tax Consequences” section below.

Shareholders should consult their tax advisors about possible state and local tax consequences of the Reorganizations, if any, because the information about tax consequences in this document relates to the U.S. federal income tax consequences of the Reorganizations only.

Q. Has the Board of Trustees of Aquila Municipal Trust approved the Reorganization Agreements?

A. Yes. After careful consideration, the Board of Trustees of Aquila Municipal Trust unanimously approved each Reorganization Agreement and recommends that you vote “FOR” the proposal or proposals applicable to you (i.e., the applicable Reorganization Agreement(s)).

The Board of Trustees of MainStay Funds Trust also approved each Reorganization Agreement.

Q. What happens if shareholders do not approve a Reorganization?

A. If shareholders do not approve the Aquila Kentucky Reorganization and/or the Aquila Narragansett Reorganization, such Acquired Fund will continue to be advised by Aquila, as described in the Acquired Fund’s prospectus, and the Board of Trustees of Aquila Municipal Trust will determine what additional action, if any, should be taken. The Reorganizations are two of several reorganizations of Aquila Municipal Trust into different MainStay Funds, and each of those reorganizations is contingent upon the approval by the shareholders of the respective fund(s) in Aquila Municipal Trust. Even if shareholders approve the respective reorganizations of the funds in Aquila Municipal Trust, including the Reorganizations, consummation of each Reorganization is subject to certain conditions, including that the combined assets of such fund(s) in Aquila Municipal 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 Reorganizations may not be consummated. If the Reorganizations do not take place, the Board of Trustees of Aquila Municipal Trust may opt to continue one or both of the Acquired Funds as a series of Aquila Municipal Trust or it may, depending on its assessment of each Acquired Fund’s viability as part of the Aquila Municipal Trust, opt to liquidate and terminate one or both of the Acquired Funds.

Q. How do I vote?

A. You may submit your proxy card in one of four ways:

●

By Internet. The web address and instructions for voting can be found on the enclosed proxy card. You will be required to provide your control number located on the proxy card.

●

By Telephone. The toll-free number for telephone voting can be found on the enclosed proxy card. You will be required to provide your control number located on the proxy card.

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By Mail. Mark the enclosed proxy card, sign and date it, and return it in the postage-paid envelope we provided. Both joint owners must sign the proxy card.

●

In Person at the Special Meeting. You can vote your shares in person at the Special Meeting. If you expect to attend the Special Meeting in person, please call 800-437-1020 (toll-free) or 212-697-6666.

To be certain your vote will be counted, a properly executed proxy card must be received no later than 11:59 p.m. ET, on June 16, 2024.

Should shareholders require additional information regarding the Special Meeting, they may contact the Proxy Solicitor toll-free at 833-876-2476. (See “Voting Information” for more information on the Proxy Solicitor.)

Q. When and where will the Special Meeting be held?

A. The Special Meeting is scheduled to be held at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178, on June 17, 2024, at 2:00 p.m., local time, and if the Special Meeting is adjourned or postponed, any adjournments or postponements of the Special Meeting will also be held at the above location. If you expect to attend the Special Meeting in person, please call 800-437-1020 (toll-free) or 212-697-6666.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and may help avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.

INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the registration on the proxy card.

JOINT ACCOUNTS: Both parties must sign: the names of the parties signing should conform exactly to the names shown in the registration on the proxy card.

ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration.

For example:

REGISTRATION VALID


CORPORATE ACCOUNTS

(1)	ABC Corp.	ABC Corp. John Doe, Treasurer

(2)	ABC Corp.	John Doe

(3)	ABC Corp. c/o John Doe	John Doe

(4)	ABC Corp. Profit Sharing Plan	John Doe

PARTNERSHIP ACCOUNTS

(1)	The XYZ Partnership	Jane B. Smith, Partner

(2)	Smith and Jones, Limited Partnership	Jane B. Smith, General Partner

TRUST ACCOUNTS

(1)	ABC Trust	Jane B. Doe, Trustee

(2)	Jane B. Doe, Trustee u/t/d 01/01/01	Jane B. Doe, Trustee u/t/d/ 01/01/01

CUSTODIAL OR ESTATE ACCOUNTS

(1)	John B. Smith, Cust f/b/o	John B. Smith, Custodian f/b/o

	John B. Smith, Jr. UGMA/UTMA	John B. Smith, Jr. UGMA/UTMA

(2)	Estate of John B. Smith	John B. Smith, Jr., Executor Estate of John B. Smith

PLEASE CHOOSE ONE OF THE FOLLOWING OPTIONS TO VOTE YOUR SHARES:

AUTHORIZE YOUR PROXY THROUGH THE INTERNET. You may authorize your proxy by logging into the Internet site indicated on your proxy card and following the instructions on the website. In order to log on, you will need the control number found on your proxy card.

AUTHORIZE YOUR PROXY BY TELEPHONE. You may authorize your proxy by telephone by calling the toll-free number located on your proxy card. Please make sure to have your proxy card available at the time of the call.

VOTE BY MAIL. You may cast your vote by signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided.

VOTE IN PERSON AT THE SPECIAL MEETING.

PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT FOR

AQUILA CHURCHILL TAX-FREE FUND OF KENTUCKY

AQUILA NARRAGANSETT TAX-FREE INCOME FUND

(each, a series of Aquila Municipal Trust)

120 West 45th Street, Suite 3600

New York, New York 10036

(212) 697-6666

PROSPECTUS FOR

MAINSTAY MACKAY STRATEGIC MUNICIPAL ALLOCATION FUND

(a series of MainStay Funds Trust)

51 Madison Avenue

New York, New York 10010

(212) 576-7000

This Proxy Statement/Prospectus is being furnished in connection with a solicitation of proxies made by, and on behalf of, the Board of Trustees of Aquila Municipal Trust, in connection with the special meetings of shareholders (with any postponements or adjournments, “Special Meeting”) of Aquila Churchill Tax-Free Fund of Kentucky (“Aquila Kentucky Fund”) and Aquila Narragansett Tax-Free Income Fund (“Aquila Narragansett Fund”) (each, an “Acquired Fund” and together, the “Acquired Funds”).

The Special Meeting is scheduled to be held on June 17, 2024, at 2:00 p.m., local time, at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178.

Shareholders of record of the Acquired Funds at the close of business on March 29, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting. This Proxy Statement/Prospectus, proxy card and accompanying Notice of Special Meeting of Shareholders will be first sent or given to shareholders of the Acquired Fund on or about April [19], 2024.

At the Special Meeting, as a shareholder of the Aquila Kentucky Fund and/or the Aquila Narragansett Fund, you will be asked to consider and vote on one or more of the following proposals:

To transact such other business as may properly come before the Special Meeting.

The Aquila Kentucky Fund Reorganization and Aquila Narragansett Fund Reorganization may hereinafter be referred to each as a “Reorganization” and collectively as the “Reorganizations.”

There are important differences between the investment objectives and principal investment strategies of the Acquiring Fund and the Acquired Funds. In particular, the Acquiring Fund is a “national” municipal fund that does not focus its investments on municipal obligations related to a particular state, whereas each Acquired Fund is a “single-state” municipal fund; the Aquila Kentucky Fund invests primarily in Kentucky municipal obligations and the Aquila Narragansett Fund invests primarily in Rhode Island municipal obligations. Also, each Acquired Fund’s investments in municipal bonds must be of investment grade quality at the time of purchase, whereas the Acquiring Fund may invest up to 35% of its net assets in municipal bonds rated below investment grade. The Acquired Funds are series of Aquila Municipal Trust, which is organized as a Massachusetts business trust. The Acquiring Fund is a series of MainStay Funds Trust, which is organized as a statutory trust under the State of Delaware. For more information, see “Comparison of the Aquila Kentucky Fund and the Acquiring Fund”, “Comparison of the Aquila Narragansett Fund and the Acquiring Fund” below.

In connection with the Reorganizations, each shareholder of the Aquila Kentucky Fund or the Aquila Narragansett Fund would receive shares of the Acquiring Fund equal in value to the shares of the Aquila Kentucky Fund or the Aquila Narragansett Fund held by that shareholder as of the close of business of the New York Stock Exchange, usually 4:00 p.m. Eastern time, on the closing day of the Reorganizations.

You are being asked to consider and vote on an Agreement and Plan of Reorganization for the Aquila Kentucky Reorganization and/or an Agreement and Plan of Reorganization for the Aquila Narragansett Reorganization (each, a “Reorganization Agreement” and together, the “Reorganization Agreements”) pursuant to which the Reorganization transaction(s) would be accomplished. This Proxy Statement/Prospectus sets forth concisely the information shareholders of the Acquired Funds should know before voting on the Reorganization(s) and constitutes an offering of the shares of the Acquiring Fund that would be issued in the Reorganization(s). Please read it carefully and retain it for future reference.

The following documents containing additional information about the Acquired Funds and the Acquiring Fund, each having been filed with the SEC, are incorporated by reference into (legally considered to be part of) this Proxy Statement/Prospectus:

●

Statement of Additional Information dated April [ ], 2024 relating to this Proxy Statement/Prospectus (Securities Act File No. [ ]);

●

Prospectus for the Acquired Funds, dated July 27, 2023, as supplemented (Securities Act File No. 033-01857; Accession Number 0001398432-23-000031);

●

Statement of Additional Information of the Acquired Funds, dated July 27, 2023, as supplemented (Securities Act File No. 033-01857; Accession Number 0001398432-23-000031);

●

Statement of Additional Information of the Acquiring Fund, dated February 28, 2024 (Securities Act File No. 333-160918; Accession Number 0001741773-24-000320);

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Annual Report to shareholders of the Acquired Funds for the period ended March 31, 2023 (Accession Number 0000784056-23-000014);

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Semi-Annual Report to shareholders of the Acquired Funds for the period ended September 30, 2023 (Accession Number 0000784056-23-000039);

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Annual Report to shareholders of the Acquiring Fund for the period ended October 31, 2023 (Accession Number 0001193125-24-002812);

●

Semi-Annual Report to shareholders of the Acquiring Fund for the period ended October 31, 2022 (Accession Number 0001193125-23-003192)

The policies and procedures set forth in the “Shareholder Guide” in Appendix C to this Proxy Statement/Prospectus will apply to the shares issued by the Acquiring Fund in connection with the Reorganizations. The Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), and in accordance therewith, file reports and other information, including proxy materials, with the SEC.

Additional copies of the foregoing (other than the Statement of Additional Information relating to this Proxy Statement/Prospectus, which is not available on www.nylinvestments.com/mainstay) and any more recent reports filed after the date hereof may be obtained without charge:

for the Acquiring Fund:


By Phone:		800-MAINSTAY (624-6782)
By Mail:		NYLIFE Distributors LLC:
		Attn: MainStay Marketing Department,
		30 Hudson Street, Jersey City, New Jersey 07302
By Internet:		www.nylinvestments.com/mainstay

for the Acquired Funds:


By Phone:		800-437-1000
By Mail:		Aquila Churchill Tax-Free Fund of Kentucky
		Aquila Narragansett Tax-Free Income Fund c/o Aquila Distributors LLC
		120 West 45th Street, Suite 3600, New York, New York 10036
By Internet:		https://www.aquilafunds.com

You also may view or obtain these documents from the SEC:

By e-mail: publicinfo@sec.gov (duplicating fee required)

By Internet: www.sec.gov

The Board of Trustees of Aquila Municipal Trust knows of no business other than that discussed above that will be presented for consideration at the Special Meeting. If any other matter is properly presented, the persons named in the enclosed proxy card intend to vote in accordance with their best judgment.

No person has been authorized to give any information or make any representation not contained in this Proxy Statement/Prospectus and, if so given or made, such information or representation must not be relied upon as having been authorized. This Proxy Statement/Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS


SUMMARY			18
Background and Reasons for the Reorganizations			21
Board Considerations			21
PROPOSAL ONE			24
Comparison of the Aquila Kentucky Fund and the Acquiring Fund			24
Information About the Aquila Kentucky Reorganization			47
PROPOSAL TWO			52
Comparison of the Aquila Narragansett Fund and the Acquiring Fund			52
Information About the Aquila Narragansett Reorganization			76
INFORMATION ABOUT MANAGEMENT OF THE FUNDS			81
General			81
Management Fees			82
Portfolio Managers			82
Past Performance of the Funds			84
ADDITIONAL INFORMATION ABOUT THE FUNDS			91
Financial Highlights			91
Forms of Organization			91
Other Service Providers			91
Security Ownership of Management and Principal Shareholders			92
CAPITALIZATION			93
OTHER BUSINESS			94
SHAREHOLDER COMMUNICATIONS WITH THE BOARD			94
VOTING INFORMATION			94
APPENDIX A – Form of Agreement and Plan of Reorganization for Aquila Kentucky Fund			A-1
APPENDIX B – Form of Agreement and Plan of Reorganization for Aquila Narragansett Fund			B-1
APPENDIX C – Principal Risks of the Acquired Funds			C-1
APPENDIX D – Shareholder Guide of the Acquiring Fund			D-1
APPENDIX E – Financial Highlights of the Funds			E-1
APPENDIX F – Record Date, Outstanding Shares and Interest of Certain Persons			F-1

SUMMARY

The following is a summary of certain information contained elsewhere in this Proxy Statement/Prospectus. Shareholders should read the entire Proxy Statement/Prospectus carefully.

The Board of Trustees of Aquila Municipal Trust (the “Board”), including a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) (the “Independent Trustees”), has approved each Reorganization Agreement.

Subject to shareholder approval and certain other conditions, the Reorganization Agreement for the Aquila Kentucky Fund provides for:

●

the transfer of all of the assets of the Aquila Kentucky Fund to the Acquiring Fund, in exchange for shares of the Acquiring Fund;

●

the assumption by the Acquiring Fund of all of the liabilities of the Aquila Kentucky Fund;

●

the distribution of shares of the Acquiring Fund to the shareholders of the Aquila Kentucky Fund; and

●

the complete liquidation of the Aquila Kentucky Fund.

Subject to shareholder approval and certain other conditions, the Reorganization Agreement for the Aquila Narragansett Fund provides for:

●

the transfer of all of the assets of the Aquila Narragansett Fund to the Acquiring Fund, in exchange for shares of the Acquiring Fund;

●

the assumption by the Acquiring Fund of all of the liabilities of the Aquila Narragansett Fund;

●

the distribution of shares of the Acquiring Fund to the shareholders of the Aquila Narragansett Fund; and

●

the complete liquidation of the Aquila Narragansett Fund.

If shareholders of an Acquired Fund approve the Reorganization of their Acquired Fund and certain other conditions are satisfied or waived, each owner of Class A, Class C, Class F, Class I and Class Y shares would become a shareholder of Class Z, Class C, Class I, Class A and Class I shares, respectively, of the Acquiring Fund. Each Reorganization is expected to be effective on the Closing Date. Each shareholder of an Acquired Fund will hold, immediately after the close of the Reorganization of their Acquired Fund, shares of the Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of shares of the Acquired Fund held by such shareholder as of the close of business on the Closing Date.

In considering whether to approve the Reorganization(s), you should note that:

●

The Acquired Funds and the Acquiring Fund are each open-end, management investment companies registered with the SEC. The Acquiring Fund is a series of MainStay Funds Trust, which is organized as a statutory trust under the laws of the State of Delaware. The Acquired Funds are series of Aquila Municipal Trust, which is organized as a business trust under the laws of the Commonwealth of Massachusetts.

●

New York Life Investment Management LLC (“New York Life Investments”) serves as the investment manager of the Acquiring Fund. MacKay Shields LLC (“MacKay”) serves as the subadvisor of the Acquiring Fund.

●

Aquila Investment Management LLC (“Aquila”) serves as the investment adviser of the Acquired Funds. Clarfeld Financial Advisors, LLC (“Clarfeld”) serves as the subadvisor of Aquila Narragansett Fund.

●

The Acquiring Fund and Acquired Funds have similar investment objectives in that they each seek current income exempt from federal income taxes. However, in addition to seeking current income exempt from federal income taxes, the Aquila Kentucky Fund seeks current income exempt from Kentucky state income taxes and the Aquila Narragansett Fund seeks current income exempt from Rhode Island state income taxes.

●

There are certain important differences between the principal investment strategies of the Acquiring Fund and the Acquired Funds, including:

Each Fund has a different 80% investment policy, related to the Fund’s investment objective as a “national” municipal fund or a “single-state” municipal fund. Under normal circumstances, the Aquila Kentucky Fund invests at least 80% of its net assets in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Kentucky income and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals. Under normal circumstances, the Aquila Narragansett Fund invests at least 80% of its net assets in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Rhode Island income and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals. The Acquiring Fund, under normal circumstances, invests at least 80% of its net assets plus borrowings for investment purposes in municipal bonds, the income from which is exempt from federal income tax, without regard to whether it is exempt from Kentucky state income tax or Rhode Island state income tax, as applicable.

Each Acquired Fund’s investments in municipal bonds must be of investment grade quality at the time of purchase, whereas the Acquiring Fund may invest up to 35% of its net assets in municipal bonds rated below investment grade. Municipal bonds that are rated below investment grade may be more likely to pay interest that is includable in taxable income for purposes of the federal alternative minimum tax than other municipal bonds.

The Acquiring Fund expects generally to invest in municipal bonds that have a maturity of 3 to 10 years, although the Acquiring Fund may invest in instruments of any duration or maturity. In contrast, the weighted average maturity of each Acquired Fund has traditionally been between 5 and 15 years.

The Acquiring Fund may invest in derivatives, such as futures, options and swap agreements, to seek enhanced returns or to reduce the risk of loss by hedging certain of its holdings. In contrast, the Acquired Funds do not invest in derivatives.

In selecting investments for the Acquiring Fund, the Acquiring Fund’s subadvisor may take into account environmental, social and governance risks that it believes may have a material impact on the performance of a security.

●

The management fee payable by the Acquiring Fund is lower than the management fee payable by the Aquila Narragansett Fund and is equal to the management fee payable by the Aquila Kentucky Fund. The Acquiring Fund will have lower Rule 12b-1 distribution and service fees for Class C shares (0.50% of average daily net assets attributable to Class C shares) as compared to the Rule 12b-1 distribution and service fees for Class C shares of the Acquired Funds (1.00% of average daily net assets attributable to Class C shares). The Acquiring Fund will also have lower Rule 12b-1 distribution and services fees for Class A shares (0.25% of average daily net assets attributable to Class A shares) as compared to the Rule 12b-1 distribution and service fees for Class I shares of the Acquired Funds (0.40% of average daily net assets attributable to Class I shares). Rule 12b-1 distribution and service fees for Class Z shares of the Acquiring Fund will be the same as the Rule 12b-1 distribution and service fees for Class A shares of the Acquired Funds (0.15% of average daily net assets). Class F and Class Y shares of the Acquired Funds and Class I shares of the Acquiring Fund are not subject to any Rule 12b-1 distribution and/or service fees.

●

The Reorganizations are expected to result in a lower net expense ratio for existing shareholders of Class A, Class C, Class F, Class I and Class Y of the Acquired Funds. The Acquiring Fund’s expense limitation agreement is expected to result in the Acquiring Fund’s net expense ratio for each class of its shares to be equal to or below the total net expense ratio of the Acquired Funds’ corresponding share class. This agreement will remain in effect until February 28, 2027.

●

Class C shares or Class I shares of the Acquiring Fund may not be available at all financial intermediaries, investment platforms and investment accounts, as disclosed in the “Shareholder Guide” in Appendix D to this Proxy Statement/Prospectus. If a shareholder moves to a different financial intermediary, or the policies of their current financial intermediary change, the shareholder may not be able to hold and/or purchase Class C shares or Class I shares of the Acquiring Fund or may be subject to certain investment minimums or restrictions.

●

No sales charges will be assessed to shares received in connection with the Reorganization(s). However, additional purchases of a class of shares of the Acquiring Fund after the Reorganization(s) will be subject to the initial sales charge or contingent deferred sales charge applicable to that class of shares, as disclosed in the “Shareholder Guide” in Appendix D to this Proxy Statement/Prospectus.

●

The sales charge structures of Class Z, Class C, Class I and Class I shares of the Acquiring Fund are similar to the sales charge structures of the corresponding Class A, Class C, Class F and Class Y shares of each Acquired Fund.

●

The sales charge structure of Class A shares of the Acquiring Fund is different from the sales charge structure of the corresponding Class I shares of each Acquired Fund: purchases of Class A shares of the Acquiring Fund are subject to a 3.00% initial sales charge, whereas purchases of Class I shares of each Acquired Fund are not subject to an initial sales charge. However, as noted above, the Rule 12b-1 distribution and services fees for Class A shares of the Acquiring Fund are lower than the Rule 12b-1 distribution and service fees for Class I shares of the Acquired Funds.

●

Each Reorganization is intended to qualify for U.S. federal income tax purposes as a “reorganization” pursuant to Section 368(a) of the Code; accordingly, neither the Acquired Funds or their shareholders, nor the Acquiring Fund or its shareholders are expected to recognize any gain or loss for federal income tax purposes from the Reorganization(s).

●

Shareholders of the Aquila Kentucky Fund and/or of the Aquila Narragansett Fund who determine that they do not wish to become shareholders of the Acquiring Fund may redeem their shares of their Acquired Fund prior to the Closing Date. Please note that a redemption of shares of an Acquired Fund prior to the Closing Date will be a taxable event and a shareholder may recognize a gain or loss for federal income tax purposes in connection with that transaction. Any applicable sales charge would also be assessed.

BACKGROUND AND REASONS FOR THE REORGANIZATIONS

Aquila, the investment adviser for the Acquired Funds, has agreed to sell assets used in its investment advisory business relating to the Acquired Funds to New York Life Investments, subject to shareholder approval of the Reorganizations and other conditions. The Reorganizations are two of several reorganizations of Aquila Municipal Trust into different MainStay Funds, and each of those reorganizations is contingent upon the approval by the shareholders of the respective fund(s) in Aquila Municipal Trust. Even if shareholders approve the respective reorganizations of the funds in Aquila Municipal Trust, including the Reorganizations, consummation of each Reorganization is subject to certain conditions, including that the combined assets of such fund(s) in Aquila Municipal 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 Reorganizations may not be consummated. If the Reorganizations do not take place, the Board of Trustees of Aquila Municipal Trust may opt to continue one or both of the Acquired Funds as series of Aquila Municipal Trust or it may, depending on its assessment of each Acquired Fund’s viability as part of the Aquila Municipal Trust, opt to liquidate and terminate one or both of the Acquired Funds.

As further described herein, New York Life Investments believes that the reorganization of each Acquired Fund with and into the Acquiring Fund will further benefit shareholders of the Acquired Funds through, among other things, opportunities to deliver potentially improved long-term risk-adjusted returns. Although the Acquiring Fund is a “national” municipal fund rather than a “state-specific” municipal fund that invests primarily in Kentucky municipal obligations or Rhode Island municipal obligations, New York Life Investments believes that the shareholders of each Acquired Fund will continue to obtain exposure through the Acquiring Fund to municipal bonds, the income from which is exempt from federal income tax, management fees that are no higher than either Acquired Fund’s management fees, and lower net operating expenses.

Shareholders of the Acquired Funds will become shareholders of the Acquiring Fund, which is part of a larger fund family, the MainStay Funds. This larger family benefits from a wider array of distribution, marketing and administrative services than those currently provided to the Aquila Municipal Trust.

BOARD CONSIDERATIONS

The Board believes that the Reorganization of each Acquired Fund is in the best interests of that Acquired Fund and its shareholders. The Board considered the following matters, among others, in approving each Reorganization:

First, the Board considered that Aquila, each Acquired Fund’s investment adviser, has agreed to sell assets used in its investment advisory business relating to the Acquired Funds to New York Life Investments, and that, in connection with that transaction, Aquila recommended that each Acquired Fund be reorganized into the Acquiring Fund, which is managed by New York Life Investments and sub-advised by MacKay. The Board considered the experience of New York Life Investments and MacKay in advising other mutual funds, including the Acquiring Fund and other funds that invest primarily in municipal securities.

Second, the Board considered the similarities and differences between the investment objectives and principal investment strategies of each Acquired Fund and the Acquiring Fund, including, in particular, that the Acquiring Fund is a “national” municipal fund that does not focus its investments on municipal obligations related to a particular state, whereas each Acquired Fund is a “single-state” municipal fund. The Board considered that, under normal circumstances, the Aquila Kentucky Fund invests at least 80% of its net assets in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Kentucky income and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals. The Board considered that, under normal circumstances, the Aquila Narragansett Fund invests at least 80% of its net assets in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Rhode Island income and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals. The Board considered that, in contrast to the Acquired Funds, the Acquiring Fund, under normal circumstances, invests at least 80% of its net assets plus borrowings for investment purposes in municipal bonds, the income from which is exempt from federal income tax, without regard to whether it is exempt from Kentucky state income tax or Rhode Island state income tax, as applicable.

The Board also considered, among other similarities and differences, that each Acquired Fund’s investments in municipal bonds must be of investment grade quality at the time of purchase, whereas the Acquiring Fund may invest up to 35% of its net assets in municipal bonds rated below investment grade; differences in the maturity of the investments of the Acquiring Fund and the Acquired Funds; the Acquiring Fund’s ability to invest in derivatives; that the Acquiring Fund is classified as a “diversified” fund, whereas each Acquired Funds is classified as a “non-diversified” fund; and that, in selecting investments for the Acquiring Fund, the subadvisor to the Acquiring Fund may take into account environmental, social and governance risks that the subadvisor believes may have a material impact on the performance of a security.

The Board considered that, on balance, the opportunity for Acquired Fund shareholders to invest in an investment product managed by New York Life Investments and sub-advised by MacKay that seeks current income exempt from federal income taxes, and that is part of a larger fund family with access to the wide array of distribution, marketing, administrative and other services offered by New York Life Investments or its affiliates, supported approval of each Reorganization.

Third, the Board considered the fees and expenses of the Acquiring Fund as compared to the fees and expenses of each Acquired Fund. The Board considered that the sales charge structures of the Acquiring Fund’s shares are generally similar to the sales charge structures of the corresponding shares of the Acquired Funds, except that Class A shares of the Acquiring Fund are subject to an initial sales charge whereas Class I shares of the Acquired Funds are not subject to an initial sales charge. The Board considered that the management fee payable by the Acquiring Fund is lower than the management fee payable by the Aquila Narragansett Fund and equal to the management fee payable by the Aquila Kentucky Fund. The Board considered that Class C shares and Class A shares of the Acquiring Fund will have lower Rule 12b-1 distribution and service fees as compared to Class C shares and Class I of each Acquired Fund, respectively, that the Rule 12b-1 distribution and service fees for Class Z shares of the Acquiring Fund will be the same as the Rule 12b-1 distribution and service fees for Class A shares of each Acquired Fund, and that neither Class F shares or Class Y shares of the Acquired Fund, nor Class I shares of the Acquiring Fund, are subject to any Rule 12b-1 distribution and/or service fees. The Board considered that each Reorganization is expected to result in a reduction in total annual fund operating expenses immediately after the consummation of the respective Reorganization as compared to the applicable Acquired Fund’s current total annual fund operating expenses. The Board considered that New York Life Investments has contractually agreed to waive fees and/or reimburse expenses for each class of shares of the Acquiring Fund.

Fourth, the Board considered the historical investment performance records of each Acquired Fund and the Acquiring Fund, including that the historical investment performance record of the Acquiring Fund was generally better than the historical investment performance record of the Acquired Funds.

Fifth, the Board considered that the Reorganization would result in each Acquired Fund’s existing shareholders becoming part of a larger fund family with access to the wide array of distribution, marketing, administrative and other services offered by New York Life Investments or its affiliates. The Board considered that the reputation, financial strength, resources and capabilities of New York Life Investments could benefit Acquired Fund shareholders. As of December 31, 2023, New York Life Investments, including its investment advisory affiliates, had assets under management of $716 billion. Shareholders of each Acquired Fund would become part of a significantly larger family of funds that offers a more diverse array of investment options. In addition, the Board considered that New York Life Investments has greater potential for increasing the size of the Acquiring Fund due to New York Life Investments’ experience in distributing mutual funds through a generally broader range of distribution channels than currently is available to each Acquired Fund. The Board considered distribution arrangements for the Acquiring Fund, including the availability of each class of shares of the Acquiring Fund at financial intermediaries, as compared to the distribution arrangements for each Acquired Fund. The Board also considered that the level of operational expenses for administrative, compliance and portfolio management services borne by the Acquiring Fund may be less than those borne by each Acquired Fund as the Acquiring Fund is part of a larger mutual fund complex.

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

Seventh, the Board considered that each 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, the Board considered that New York Life Investments has agreed to pay all proxy and solicitation costs associated with each Fund’s participation in the Reorganization.

Ninth, the Board also considered that New York Life Investments and Aquila will benefit from each Reorganization. In that regard, the Board considered that New York Life Investments 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 Acquiring Fund.

BOARD RECOMMENDATION

The Board recommends that you vote “FOR” the proposal(s).

PROPOSAL ONE

To approve an Agreement and Plan of Reorganization providing for the transfer of the assets of the Aquila Kentucky Fund to the Acquiring Fund in exchange for the assumption of all of the liabilities of the Aquila Kentucky Fund by the Acquiring Fund and shares of the Acquiring Fund, followed by the complete liquidation of the Aquila Kentucky Fund.

Only shareholders of the Aquila Kentucky Fund will vote on Proposal One.

COMPARISON OF THE AQUILA KENTUCKY FUND AND THE ACQUIRING FUND

Comparison of Investment Objectives and Principal Investment Strategies

The investment objective of the Aquila Kentucky Fund is fundamental and may not be changed without shareholder approval. The Acquiring Fund’s investment objective is non-fundamental and may be changed without shareholder approval.

The following table shows the investment objectives of each Fund:



Aquila Kentucky Fund		Acquiring Fund
The Fund’s objective is to provide you as high a level of current income exempt from Kentucky state and regular Federal income taxes as is consistent with preservation of capital.		The Fund seeks current income exempt from regular federal income tax.

Principal Investment Strategies

Each Fund invests primarily in municipal obligations, however, there are certain important differences in the Funds’ principal investment strategies, including:

Under normal circumstances, the Aquila Kentucky Fund invests at least 80% of its net assets in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Kentucky income and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals. The Acquiring Fund, under normal circumstances, invests at least 80% of its net assets plus borrowings for investment purposes in municipal bonds, the income from which is exempt from federal income tax, without regard to whether it is exempt from Kentucky state income tax.

is often underutilized in traditional municipal bond portfolios and may offer incremental total return and diversification benefits.

In contrast to the Acquiring Fund, the Acquired Fund’s investments in municipal bonds issued by the Commonwealth of Kentucky, its counties and various other local authorities must be of investment grade quality at the time of purchase.

The Aquilla Kentucky Fund is classified as a “non-diversified” investment company under the 1940 Act, which means it may invest a greater percentage of its assets in a smaller number of issuers than the Acquiring Fund, which is classified as a “diversified fund.”

The principal investment strategies of each Fund are as follows:



Aquila Kentucky Fund		Acquiring Fund
Under normal circumstances, at least 80% of the Fund’s net assets will be invested in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Kentucky income and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals. In general, almost all of these obligations are issued by the Commonwealth of Kentucky, its counties and various other local authorities; these obligations may also include certain other governmental issuers. We call these “Kentucky Obligations.” These securities may include participation or other interests in municipal securities and variable rate demand notes. A significant portion of the Kentucky Obligations in which the Fund invests consist of revenue bonds, which are backed only by revenues from certain facilities or other sources and not by the issuer itself. These obligations can be of any maturity, but the Fund’s weighted average maturity has traditionally been between 5 and 15 years. The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940 (the “1940 Act”), which means it may invest a greater percentage of its assets in a smaller number of issuers than a diversified fund. At the time of purchase, the Fund’s Kentucky Obligations must be of investment grade quality. This means that they must either		The Fund, under normal circumstances, invests at least 80% of its assets (net assets plus borrowings for investment purposes) in municipal bonds, the income from which is exempt from federal income tax. The Fund will seek to maintain a portfolio dollar-weighted average duration of 3 to 10 years, although the Fund may invest in instruments of any duration or maturity. Duration is a measure used to determine the sensitivity of a security’s price to changes in interest rates. The longer a security’s duration, the more sensitive it will be to changes in interest rates. The Fund will invest, under normal circumstances, at least 65% of its net assets in investment grade quality bonds as rated by a nationally recognized statistical rating organization (“NRSRO”) (such as bonds rated BBB- or higher, or Baa3 or higher), or if unrated, judged to be of comparable quality by MacKay Shields LLC, the Fund’s Subadvisor. The Fund may invest up to 35% of its net assets in municipal bonds rated below investment grade by an NRSRO, commonly referred to as “high yield” or “junk” bonds, including up to 10% of its net assets in municipal bonds that are the subject of bankruptcy proceedings, that are in default as to the payment of principal or interest, or that are rated in the lowest rating category by an NRSRO (such as bonds rated D) (“distressed securities”), or if unrated, judged to be of comparable quality by the Subadvisor. If NRSROs assign different ratings to the same security,



Aquila Kentucky Fund		Acquiring Fund
● be rated within the four highest credit ratings assigned by nationally recognized statistical rating organizations or, ● if unrated, be determined to be of comparable quality by the Fund’s Manager, Aquila Investment Management LLC. The Manager selects obligations for the Fund’s portfolio in order to achieve the Fund’s objective by considering various characteristics including quality, maturity and coupon rate.		the Fund will use the higher rating for purposes of determining the security’s credit quality. The Fund may not invest more than 20% of its net assets in investments subject to the federal alternative minimum tax. Some of the Fund’s earnings may be subject to federal tax and most may be subject to state and local taxes. The Fund may invest more than 25% of its total assets in municipal bonds that are related in such a way that an economic, business or political development or change affecting one such security could also affect the other securities (for example, securities whose issuers are located in the same state). The Fund may invest in privately issued securities. The Fund may invest in futures, options and swap agreements to seek enhanced returns or to reduce the risk of loss by hedging certain of its holdings. Investment Process: The Subadvisor employs a relative value research-driven approach in seeking to achieve the Fund’s investment objective. The Subadvisor’s strategies include duration management, sector allocation, yield curve positioning and buy/sell trade execution. The Subadvisor may engage in various portfolio strategies to seek to achieve the Fund’s investment objective, to enhance the Fund’s investment return and to hedge the portfolio against adverse effects from movements in interest rates and in the securities markets. The Subadvisor uses active management in an effort to identify mispriced tax-exempt securities and build a consistent yield advantage. The Subadvisor focuses on reducing volatility through a disciplined investment process which includes fundamental, “bottom-up” credit research and risk management. In addition, the Subadvisor reviews macroeconomic events, technicals in the municipal market and tax policies, and analyzes individual municipal securities and sectors. The Subadvisor’s investment process includes a risk analysis that gives consideration to a variety of security-specific risks, including but not limited to, environmental, social and governance (“ESG”) risks that may have a material impact on the performance of a security. In addition to proprietary research, the Subadvisor may use screening tools and, to the extent available, third-party data to identify ESG risk factors that may not have been captured through its own research. The Subadvisor’s consideration of ESG risk



Aquila Kentucky Fund		Acquiring Fund
		is weighed against other criteria and no sectors or industries are explicitly excluded from the Fund. On an ongoing basis, the Subadvisor meets to discuss and, where necessary, make changes to the Fund’s portfolio allocations. Typically, the Subadvisor considers a number of factors including overall market conditions, and the economic, technical, fundamental and regulatory factors that influence the relative value of municipal securities. In addition to setting target guidelines with respect to yield curve positioning, quality distribution, sector weights and individual security exposures, the Subadvisor will establish the Fund’s target allocation between investment grade municipal securities and high yield municipal securities. The asset allocation decision is based on the Subadvisor’s subjective assessment of the risk-adjusted expected returns of investment grade securities and high yield municipal securities over the next twelve to eighteen months. The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, the Subadvisor may evaluate, among other things, the condition of the economy and meaningful changes in the issuer’s financial condition.

Principal Risks

The principal risks of each Fund are similar, except that, as noted above, the Acquiring Fund may invest to a greater extent than the Acquired Fund in below-investment grade securities and derivatives, and the subadvisor to the Acquiring Fund may take into account environmental, social and governance risks that the subadvisor believes may have a material impact on the performance of a security. In addition, the Aquila Kentucky Fund is subject to a principal risk associated with a focus on investments in Kentucky, whereas this is not a principal risk of the Acquiring Fund. Although some of the principal risks are the same, the Funds use different terminology to describe the principal risks applicable to such Fund’s principal investment strategy. The actual risks of investing in the Funds depend on the investments held in the Fund’s portfolio and on market conditions, both of which change over time. The principal risks for the Acquiring Fund are summarized below. The principal risks for the Acquired Fund are summarized in Appendix C.

You can lose money by investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The investments selected by the Subadvisor may underperform the market in which the Fund invests or other investments. The Fund may receive large purchase or redemption orders which may have adverse effects on performance if the Fund were required to sell securities, invest cash or hold a relatively large amount of cash at times when it would not otherwise do so.

Market Risk: Changes in markets may cause the value of investments to fluctuate, which could cause the Fund to underperform other funds with similar investment objectives and strategies. Such changes may be rapid and unpredictable. From time to time, markets may experience periods of stress as a result of various market, economic and geopolitical factors for potentially prolonged periods that may result in: (i) increased market volatility; (ii) reduced market liquidity; and (iii) increased redemptions of shares. Such conditions may add significantly to the risk of volatility in the net asset value of the Fund’s shares and adversely affect the Fund and its investments.

Portfolio Management Risk: The investment strategies, practices and risk analyses used by the Subadvisor may not produce the desired results or expected returns. The Subadvisor may give consideration to certain ESG criteria when evaluating an investment opportunity. The application of ESG criteria may result in the Fund (i) having exposure to certain securities or industry sectors that are different than the composition of the Fund’s benchmark; and (ii) performing differently than other funds and strategies in its peer group that do not take into account ESG criteria or the Fund’s benchmark.

Municipal Bond Risk: Municipal bond risks include the inability of the issuer to repay the obligation, the relative lack of information about certain issuers, and the possibility of future tax and legislative changes, which could affect the market for and value of municipal securities. Additional risks include:

• General Obligation Bonds Risk—timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base;

• Revenue Bonds (including Industrial Development Bonds) Risk—timely payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source, and may be negatively impacted by the general credit of the user of the facility;

• Private Activity Bonds Risk—municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise, which is solely responsible for paying the principal and interest on the bond, and payment under these bonds depends on the private enterprise’s ability to do so;

• Moral Obligation Bonds Risk—moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality;

• Municipal Notes Risk—municipal notes are shorter-term municipal debt obligations that pay interest that is, in the opinion of bond counsel, generally excludable from gross income for federal income tax purposes (except that the interest may be includable in taxable income for purposes of the federal alternative minimum tax) and that have a maturity that is generally one year or less. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and the Fund may lose money; and

• Municipal Lease Obligations Risk—in a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.

Municipal leases may pose additional risks because many leases and contracts contain “non-appropriation” clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for this purpose by the appropriate legislative body. Municipalities may experience political, economic and financial difficulties in an adverse economic environment. The ability of a municipal issuer to make payments and the value of municipal bonds can be affected by uncertainties in the municipal securities market and economic and societal events, such as infectious diseases and increased unemployment. Actions that municipalities may take in response to such events could result in disruption or reduced operations and productivity for businesses, thereby causing reduced tax revenues and increased budgetary pressures, which may adversely affect the issuer’s financial condition or ability to meet its financial obligations. Such events and uncertainties could cause increased volatility and reduced liquidity in the municipal securities market and could negatively impact the Fund’s net asset value and/or the distributions paid by the Fund.

Certain of the issuers in which the Fund may invest have recently experienced, or may experience, significant financial difficulties and repeated credit rating downgrades. For example, in recent years, Puerto Rico has experienced difficult financial, economic and other conditions, which may negatively affect the value of the Fund’s holdings in Puerto Rico municipal securities.

To be tax exempt, municipal bonds must meet certain regulatory requirements. If a municipal bond fails to meet such requirements, the interest received by the Fund from its investment in such bonds and distributed to shareholders may be taxable. It is possible that interest on a municipal bond may be declared taxable after the issuance of the bond, and

this determination may apply retroactively to the date of the issuance of the bond, which would cause a portion of prior distributions made by the Fund to be taxable to shareholders in the year of receipt.

Yield Risk: There can be no guarantee that the Fund will achieve or maintain any particular level of yield.

High-Yield Municipal Bond Risk: High-yield or non-investment grade municipal bonds (commonly referred to as “junk bonds”) may be subject to increased liquidity risk as compared to other high-yield debt securities. There may be little or no active trading market for certain high-yield municipal bonds, which may make it difficult for the Fund to sell such bonds at or near their perceived value. In such cases, the value of a high-yield municipal bond may decline dramatically, even during periods of declining interest rates. The high-yield municipal bonds in which the Fund intends to invest may be more likely to pay interest that is includable in taxable income for purposes of the federal alternative minimum tax than other municipal bonds.

Distressed Securities Risk: Investments in distressed securities are subject to substantial risks in addition to the risks of investing in other types of high-yield securities. Distressed securities are speculative and involve substantial risk that principal will not be repaid. Generally, the Fund will not receive interest payments on such securities and may incur costs to protect its investment. In addition, the Fund’s ability to sell distressed securities and any securities received in exchange for such securities may be restricted.

Debt Securities Risk: The risks of investing in debt or fixed-income securities include (without limitation): (i) credit risk, e.g., the issuer or guarantor of a debt security may be unable or unwilling (or be perceived as unable or unwilling) to make timely principal and/or interest payments or otherwise honor its obligations, or changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may affect the value of the Fund’s investments; (ii) maturity risk, e.g., a debt security with a longer maturity may fluctuate in value more than one with a shorter maturity; (iii) market risk, e.g., low demand for debt securities may negatively impact their price; (iv) interest rate risk, e.g., when interest rates go up, the value of a debt security generally goes down, and when interest rates go down, the value of a debt security generally goes up (long-term debt securities are generally more susceptible to interest rate risk than short-term debt securities); and (v) call or prepayment risk, e.g., during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund’s income if the proceeds are reinvested at lower interest rates.

Interest rate risk is the risk that the value of the Fund’s investments in fixed-income or debt securities will change because of changes in interest rates. There is a risk that interest rates across the financial system may change, possibly significantly and/or rapidly. Changes in interest rates or a lack of market participants may lead to decreased liquidity and increased volatility in the fixed-income or debt markets, making it more difficult for the Fund to sell its fixed-income or debt holdings. Decreased liquidity in the fixed-income or debt markets also may make it more difficult to value some or all of the Fund’s fixed-income or debt holdings. For most fixed-income investments, when market interest rates fall, prices of fixed-rate debt securities rise. However, when market interest rates fall, prices of certain variable and fixed-rate debt securities may be adversely affected (i.e., falling interest rates bring the possibility of prepayment risk, as an instrument may be redeemed before maturity). Very low or negative interest rates may magnify interest rate risk. Low interest rates (or negative interest rates) may magnify the risks associated with rising interest rates. There is a risk that the income generated by investments may not keep pace with inflation. Actions by governments and central banking authorities can result in increases or decreases in interest rates. Periods of higher inflation could cause such authorities to raise interest rates, which may adversely affect the Fund and its investments. The Fund may also be subject to heightened interest rate risk when the Federal Reserve raises interest rates. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, may result in heightened market volatility and may detract from Fund performance to the extent the Fund is exposed to such interest rates and/or volatility. Other factors that may affect the value of debt securities include, but are not limited to, economic, political, public health, and other crises and responses by governments and companies to such crises.

Not all U.S. government debt securities are guaranteed by the U.S. government—some are backed only by the issuing agency, which must rely on its own resources to repay the debt. The Fund’s yield will fluctuate with changes in short-term interest rates.

Tax Risk: Income from municipal bonds held by the Fund could be declared taxable, possibly retroactively to the date the obligation was issued, because of unfavorable changes in tax law, adverse interpretations by the Internal Revenue Service or noncompliant conduct of a bond issuer. In such event, the value of the security would likely fall and a

portion of the Fund’s distributions attributable to interest the Fund received on such bond for the current year and for prior years could be characterized or recharacterized as taxable income. As a shareholder of the Fund, you may be required to file an amended tax return and pay additional taxes.

Derivatives Risk: Derivatives are investments whose value depends on (or is derived from) the value of an underlying instrument, such as a security, asset, reference rate or index. Derivative strategies may be riskier than investing directly in the underlying instrument and often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it originally invested and would have lost had it invested directly in the underlying instrument. For example, if the Fund is the seller of credit protection in a credit default swap, the Fund effectively adds leverage to its portfolio and is subject to the credit exposure on the full notional value of the swap. Derivatives may be difficult to sell, unwind and/or value. Derivatives may also be subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund. Futures and other derivatives may be more volatile than direct investments in the instrument underlying the contract, and may not correlate perfectly to the underlying instrument. Futures and other derivatives also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used. Due to fluctuations in the price of the underlying instrument, the Fund may not be able to profitably exercise an option and may lose its entire investment in an option. To the extent that the Fund writes or sells an option, if the decline in the value of the underlying instrument is significantly below the exercise price in the case of a written put option or increase above the exercise price in the case of a written call option, the Fund could experience a substantial loss. Swaps may be subject to counterparty credit, correlation, valuation, liquidity and leveraging risks. Swap transactions tend to shift a Fund’s investment exposure from one type of investment to another and may entail the risk that a party will default on its payment obligations to the Fund. Additionally, applicable regulators have adopted rules imposing certain margin requirements, including minimums on uncleared swaps, which may result in the Fund and its counterparties posting higher margin amounts for uncleared swaps. Certain standardized swaps are subject to mandatory central clearing and exchange trading. Central clearing, which interposes a central clearinghouse to each participant’s swap, and exchange trading are intended to reduce counterparty credit risk and increase liquidity but neither makes swap transactions risk-free. Derivatives may also increase the expenses of the Fund.

Private Placement and Restricted Securities Risk: The Fund may invest in privately issued securities, including those which may be resold only in accordance with Rule 144A under the Securities Act of 1933, as amended. Securities acquired in a private placement generally are subject to strict restrictions on resale, and there may be no market or a limited market for the resale of such securities. Therefore, the Fund may be unable to dispose of such securities when it desires to do so or at the most favorable price. This potential lack of liquidity also may make it more difficult to accurately value these securities.

Municipal Bond Focus Risk: From time to time the Fund may invest a substantial amount of its assets in municipal bonds on which interest is paid solely from revenues of similar projects. If the Fund focuses its investments in this manner, it assumes the legal and economic risks relating to such projects, which may have a significant impact on the Fund’s investment performance. In addition, the Fund may invest more heavily in bonds from certain cities, states or regions than others, which may increase the Fund’s exposure to losses resulting from economic, political or regulatory occurrences impacting these particular cities, states or regions.

Liquidity and Valuation Risk: The Fund’s investments may be illiquid at the time of purchase or liquid at the time of purchase and subsequently become illiquid due to, among other things, events relating to the issuer of the securities, market events, operational issues, economic conditions, investor perceptions or lack of market participants. The lack of an active trading market may make it difficult to sell or obtain an accurate price for a security. If market conditions or issuer specific developments make it difficult to value securities, the Fund may value these securities using more subjective methods, such as fair value pricing. In such cases, the value determined for a security could be different than the value realized upon such security’s sale. As a result, an investor could pay more than the market value when buying shares or receive less than the market value when selling shares. This could affect the proceeds of any redemption or the number of shares an investor receives upon purchase. The Fund is subject to the risk that it could not meet redemption requests within the allowable time period without significant dilution of remaining investors’ interests in the Fund. To meet redemption requests or to raise cash to pursue other investment opportunities, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions, which may adversely affect the Fund’s performance. These risks are heightened for fixed-income instruments in a changing interest rate environment.

Money Market/Short-Term Securities Risk: To the extent the Fund holds cash or invests in money market or short-term securities, the Fund may be less likely to achieve its investment objective. In addition, it is possible that the Fund’s investments in these instruments could lose money.

Variable Rate Demand Instruments Risk: A variable rate demand instrument is generally subject to certain of the risks associated with debt securities. Variable rate demand instruments are also subject to potential delays between the instrument’s periodic interest rate reset and an intervening rise in general interest rates, which could adversely affect the Fund. In addition, these instruments are subject to the risk that, if not held to maturity, the Fund will be subject to the credit risk of any third party supporting or providing the instrument’s demand feature, as well as the risk that such third party’s obligations may terminate or that it may otherwise fail to meet such obligations.

Comparison of Fees and Expenses

Fees and Expenses of the Funds

Below is a comparison of the current fees and expenses of the Funds before and after the Reorganizations, assuming separately that the Aquila Kentucky Reorganization alone is consummated and assuming that both Reorganizations are consummated. Fees and expenses of the Aquila Kentucky Fund are as of September 30, 2023. Fees and expenses of the Acquiring Fund are as of October 31, 2023.

It is important to note that following the Aquila Kentucky Reorganization, shareholders of the Aquila Kentucky Fund will be subject to the actual fee and expense structures of the Acquiring Fund, which may not be the same as the pro forma combined fees and expenses. Future fees and expenses may be greater or lesser than those indicated below. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Acquiring Fund. No sales charge will be assessed to shares received in connection with the Aquila Kentucky Reorganization.

Aquila Kentucky Fund offers Class A, Class C, Class F, Class I and Class Y shares. If shareholders approve the Aquila Kentucky Reorganization, they will receive shares of the Acquiring Fund as set forth in the table below:


Aquila Kentucky Fund Shares		Acquiring Fund Shares

Class A		Class Z

Class C		Class C

Class F		Class I

Class I		Class A

Class Y		Class I

Aquila Kentucky Reorganization Only


Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None¹	None	None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.40%
Distribution and/or Service (12b-1) Fees	0.25%	0.40%	0.25%
Other Expenses	0.16%	0.19%	0.12%²
Total Annual Fund Operating Expenses	0.81%	0.99%	0.77%
Waivers / Reimbursements³	(0.04)%	-	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements³	0.77%	0.99%	0.77%

¹No initial sales charge applies on investments of $250,000 or more (and certain other qualified purchases). However, a contingent deferred sales charge of 1.00% may be imposed on certain redemptions made within 18 months of the date of purchase on shares that were purchased without an initial sales charge.

²With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

³New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) do not exceed the following percentages of its average daily net assets: Class A, 0.77% and Class Z, 0.79%. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points as the Class A shares waiver/reimbursement to Class C and Class I shares. This agreement will remain in effect until February 28, 2027, and thereafter shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Fund.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class C	Aquila Kentucky Fund (Acquired Fund) Class C	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class C
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	1.00%	1.00%	1.00%

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.40%
Distribution and/or Service (12b-1) Fees	0.50%	1.00%	0.50%
Other Expenses	0.27%	0.23%	0.17%¹
Total Annual Fund Operating Expenses	1.17%	1.63%	1.07%
Waivers / Reimbursements²	(0.04)%	-	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements²	1.13%	1.63%	1.07%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

²New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) do not exceed the following percentages of its average daily net assets: Class A, 0.77% and Class Z, 0.79%. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points as the Class A shares waiver/reimbursement to Class C and Class I shares. This agreement will remain in effect until February 28, 2027, and thereafter shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Fund.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class I	Aquila Kentucky Fund (Acquired Fund) Class F	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class I
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None	None

Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None	None	None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.40%
Distribution and/or Service (12b-1) Fees	None	None	None
Other Expenses	0.16%	0.21%	0.12%¹
Total Annual Fund Operating Expenses	0.56%	0.61%	0.52%
Waivers / Reimbursements²	-	-	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements²	0.56%	0.61%	0.52%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.


Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None	None	None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.40%
Distribution and/or Service (12b-1) Fees	None	None	None
Other Expenses	0.16%	0.24%	0.12%¹
Total Annual Fund Operating Expenses	0.56%	0.64%	0.52%
Waivers / Reimbursements²	-	-	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements²	0.56%	0.64%	0.52%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class Z	Aquila Kentucky Fund (Acquired Fund) Class A	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class Z
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	3.00%	3.00%	3.00%
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None	None¹	None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.40%
Distribution and/or Service (12b-1) Fees	0.15%	0.15%	0.15%
Other Expenses	0.13%²	0.24%	0.12%²
Total Annual Fund Operating Expenses	0.68%	0.79%	0.67%
Waivers / Reimbursements³	-	-	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements³	0.68%	0.79%	0.68%

¹Shareholders who purchase $250,000 or more of Class A Shares do not pay an initial sales charge but may pay a contingent sales charge of up to 0.75 of 1% for redemptions within one year of purchase and up to 0.50 of 1% for redemptions during 13 to 18 months after purchase.

²Based on estimated amounts for the current fiscal year.

0.79%. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points as the Class A shares waiver/reimbursement to Class C and Class I shares. This agreement will remain in effect until February 28, 2027, and thereafter shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Fund.

Aquila Kentucky Reorganization and Aquila Narragansett Reorganization Together


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class A	Aquila Kentucky Fund (Acquired Fund) Class I	Aquila Narragansett Fund (Acquired Fund) Class I	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class A
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	3.00%	None	None	3.00%
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None¹	None	None	None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	0.25%	0.40%	0.40%	0.25%
Other Expenses	0.16%	0.19%	0.18%	0.12%²
Total Annual Fund Operating Expenses	0.81%	0.99%	1.08%	0.77%
Waivers / Reimbursements³	(0.04)%	-	(0.02)%⁴	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements³	0.77%	0.99%	1.06%⁴	0.77%

²With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

⁴ Aquila Investment Management LLC has contractually undertaken to waive its fees to the extent necessary so that the annual management fee rate is equivalent to 0.48 of 1% of net assets of the Aquila Narragansett Fund up to $400,000,000; 0.46 of 1% of net assets above $400,000,000 up to $1,000,000,000; and 0.44 of 1% of net assets above $1,000,000,000. This contractual undertaking is in effect until September 30, 2024. Prior to September 30, 2024, Aquila may not terminate the arrangement without the approval of the Board of Trustees.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class C	Aquila Kentucky Fund (Acquired Fund) Class C	Aquila Narragansett Fund (Acquired Fund) Class C	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class C
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	1.00%	1.00%	1.00%	1.00%

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	0.50%	1.00%	1.00%	0.50%
Other Expenses	0.27%	0.23%	0.23%	0.17%¹
Total Annual Fund Operating Expenses	1.17%	1.63%	1.73%	1.07%
Waivers / Reimbursements²	(0.04)%	-	(0.02)%³	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements²	1.13%	1.63%	1.71%³	1.07%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

³ Aquila Investment Management LLC has contractually undertaken to waive its fees to the extent necessary so that the annual management fee rate is equivalent to 0.48 of 1% of net assets of the Aquila Narragansett Fund up to $400,000,000; 0.46 of 1% of net assets above $400,000,000 up to $1,000,000,000; and 0.44 of 1% of net assets above $1,000,000,000. This contractual undertaking is in effect until September 30, 2024. Prior to September 30, 2024, Aquila may not terminate the arrangement without the approval of the Board of Trustees.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class I	Aquila Kentucky Fund (Acquired Fund) Class F	Aquila Narragansett Fund (Acquired Fund) Class F	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class I
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None	None	None	None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	None	None	None	None
Other Expenses	0.16%	0.21%	0.21%	0.12%¹


Total Annual Fund Operating Expenses	0.56%	0.61%	0.71%	0.52%
Waivers / Reimbursements²	(0.04)%	-	(0.02)%³	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements²	0.52%	0.61%	0.69%³	0.52%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class I	Aquila Kentucky Fund (Acquired Fund) Class Y	Aquila Narragansett Fund (Acquired Fund) Class Y	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class I
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None	None	None	None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	None	None	None	None
Other Expenses	0.16%	0.24%	0.23%	0.12%¹
Total Annual Fund Operating Expenses	0.56%	0.64%	0.73%	0.52%
Waivers / Reimbursements²	(0.04)%	-	(0.02)%³	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements²	0.52%	0.64%	0.71%³	0.52%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

Investments provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Fund.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class Z	Aquila Kentucky Fund (Acquired Fund) Class A	Aquila Narragansett Fund (Acquired Fund) Class A	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class Z
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	3.00%	3.00%	3.00%	3.00%
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None	None¹	None¹	None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	0.15%	0.15%	0.15%	0.15%
Other Expenses	0.13%	0.24%	0.23%	0.12%²
Total Annual Fund Operating Expenses	0.68%	0.79%	0.88%	0.67%
Waivers / Reimbursements³	-	-	(0.02)%⁴	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements³	0.68%	0.79%	0.86%⁴	0.67%

²With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

Example

The Example is intended to help you compare the cost of investing in each Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in each Fund for the time periods indicated and then redeem or hold all of your shares, as indicated below, at the end of those periods (except as indicated with respect to Class C shares). The Example reflects Class C shares converting into Class A shares in years 7-10 of the Aquila Kentucky Fund and to Investor Class shares in years 9-10 of the Acquiring Fund; expenses could be lower if you are eligible to convert to Class A shares of the Acquiring Fund instead. The Example also assumes that your investment has a 5% return each year, and that each Fund’s operating expenses remain the same. The example reflects the contractual fee waiver and/or expense reimbursement arrangement, if applicable, for the current duration of the arrangement only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund)


Expenses After	Class A
1 Year	$	376
3 Years	$	547
5 Years	$	732
10 Years	$	1,268


Expenses After	Class C
1 Year	$	215
3 Years	$	368
5 Years	$	640
10 Years	$	1,350


Expenses After	Class I
1 Year	$	53
3 Years	$	175
5 Years	$	309
10 Years	$	698


Expenses After	Class Z
1 Year	$	367
3 Years	$	511
5 Years	$	667
10 Years	$	1,121

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


Expenses After	Class C
1 Year	$	115
3 Years	$	368
5 Years	$	640
10 Years	$	1,350

Aquila Kentucky Fund (Acquired Fund)


Expenses After	Class A		Class C
1 Year	$	378	$	266
3 Years	$	545	$	514
5 Years	$	726	$	887
10 Years	$	1,249	$	1,501

Expenses After	Class F		Class I
1 Year	$	62	$	101
3 Years	$	195	$	315
5 Years	$	340	$	547
10 Years	$	762	$	1,213


Expenses After	Class Y
1 Year	$	65
3 Years	$	205
5 Years	$	357
10 Years	$	798

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


Expenses After	Class C
1 Year	$	166
3 Years	$	514
5 Years	$	887
10 Years	$	1,501

MainStay MacKay Strategic Municipal Allocation Fund Pro Forma (Aquila Kentucky Fund and Acquiring Fund)


Expenses After	Class A		Class C
1 Year	$	77	$	209
3 Years	$	539	$	340
5 Years	$	715	$	590
10 Years	$	1,226	$	1,266

Expenses After	Class I		Class Z
1 Year	$	53	$	366
3 Years	$	167	$	508
5 Years	$	291	$	662
10 Years	$	653	$	1,109

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


Expenses After	Class C
1 Year	$	109
3 Years	$	340
5 Years	$	590
10 Years	$	1,266

MainStay MacKay Strategic Municipal Allocation Fund Pro Forma (Aquila Kentucky Fund, Aquila Narragansett Fund and Acquiring Fund)


Expenses After	Class A		Class C
1 Year	$	77	$	209
3 Years	$	539	$	340
5 Years	$	715	$	590
10 Years	$	1,226	$	1,266


Expenses After	Class I		Class Z
1 Year	$	53	$	366
3 Years	$	167	$	508
5 Years	$	291	$	662
10 Years	$	653	$	1,109

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


Expenses After	Class C
1 Year	$	109
3 Years	$	340
5 Years	$	590
10 Years	$	1,266

Comparison of Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the fiscal year ended March 31, 2023 and for the period from April 1, 2023 through September 30, 2023, the Aquila Kentucky Fund’s portfolio turnover rate was 10% and 9%, respectively, of the average value of its portfolio. During the fiscal year ended April 30, 2023 and for the period from May 1, 2023 through October 31, 2023, the Acquiring Fund’s portfolio turnover rate was 81% and 12%, respectively, of the average value of its portfolio.

Comparison of Purchase, Exchange and Selling Shares

The procedures for purchasing, exchanging and selling shares of the Aquila Kentucky Fund and the Acquiring Fund are similar. Shareholders of the Funds are not subject to a redemption fee. For more information on the Acquiring Fund’s policies pertaining to purchasing, exchanging and selling shares of the Acquiring Fund, please see Appendix D. For more information on the Aquila Kentucky Fund’s policies pertaining to purchasing, exchanging and selling shares of the Aquila Kentucky Fund, please see the Aquila Kentucky Fund’s current prospectus incorporated herein by reference.

Dividends and Other Distributions

The Aquila Kentucky Fund declares dividends daily from net investment income and makes payments monthly. The Aquila Kentucky Fund intends to distribute annually any net capital gains. The Acquiring Fund has an identical approach to dividends and other distributions.

U.S. Federal Income Tax Consequences

The Aquila Kentucky Fund has elected and has qualified since its inception to be treated as a “regulated investment company” under subchapter M of the Code and the Acquiring Fund has elected and has qualified since its inception to be treated as a “regulated investment company” under subchapter M of the Code for its taxable year that includes the Closing Date. Distributions by each Fund are generally expected to be exempt from federal income tax. However, a portion of the distributions may be subject to the alternative minimum tax. Additionally, each Fund may derive taxable income and/or capital gains. Distributions to shareholders of any such taxable income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, generally will be taxable.

Distributions by the Aquila Kentucky Fund prior to the Closing Date are generally expected to be exempt from Kentucky state income taxes. Dividends paid by the Acquiring Fund after the Closing Date will not be exempt from Kentucky state income taxes (except to the extent attributable to income from Kentucky municipal bonds). Tax-exempt dividends from the Acquiring Fund may not qualify for a state or local income tax exemption in certain states or localities.

As a condition to the closing of the Aquila Kentucky Reorganization, the Aquila Kentucky Fund and Acquiring Fund will have received from Dechert LLP, legal counsel to the Acquiring Fund and the Acquiring Fund’s Independent Trustees, an opinion to the effect that the Aquila Kentucky Reorganization will qualify as a “reorganization” for U.S. federal income tax purposes (although there can be no assurance that the Internal Revenue Service (“IRS”) will agree with such opinion). Accordingly, no gain or loss is expected to be recognized by the Aquila Kentucky Fund or the shareholders of the Aquila Kentucky Fund as a result of the Aquila Kentucky Reorganization, and the aggregate tax basis of the Acquiring Fund shares received by the Aquila Kentucky Fund’s shareholder is expected to be the same as the aggregate tax basis of the shares of the Aquila Kentucky Fund exchanged therefor. However, any securities transactions conducted prior to the Closing Date of the Aquila Kentucky Reorganization may result in the recognition of income or capital gain for the Aquila Kentucky Fund, which may result in taxable distributions to shareholders of the Aquila Kentucky Fund before the date of the Aquila Kentucky Reorganization. For more detailed information about the tax consequences of the Aquila Kentucky Reorganization please refer to the “Information About the Reorganization – U.S. Federal Income Tax Consequences” section below.

Fundamental Investment Restrictions

In addition to the investment objective and principal investment strategies set forth above, each Fund has adopted certain fundamental investment restrictions. The fundamental investment restrictions of each Fund, set forth below, are identical. Fundamental investment restrictions may only be changed by a vote of a Fund’s shareholders.


Aquila Kentucky Fund		Acquiring Fund
1. The Fund may not borrow money except as permitted by the 1940 Act.		1. The Fund may borrow money to the extent permitted under the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.
2. The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except as permitted by the 1940 Act.		2. The Fund may not “concentrate” its investments in a particular industry or group of industries, except as permitted under the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction,


Aquila Kentucky Fund		Acquiring Fund
		from time to time, provided that, without limiting the generality of the foregoing, this limitation will not apply to the Fund’s investments in: (i) securities of other investment companies; (ii) securities issued or guaranteed as to principal and/or interest by the U.S. government, its agencies or instrumentalities; or (iii) repurchase agreements (collateralized by the instruments described in Clause (ii)).
3. The Fund may not purchase or sell real estate except as permitted by the 1940 Act.		3. The Fund may purchase or sell real estate or any interest therein to the extent permitted under the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.
4. The Fund may purchase or sell commodities or contracts related to commodities to the extent permitted by the 1940 Act.		4. May not purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act and other applicable laws, rules and regulations, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.
5. The Fund may lend money or other assets to the extent permitted by the 1940 Act.		5. The Fund may make loans to the extent permitted by the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.
6. The Fund may not engage in the business of underwriting the securities of other issuers except as permitted by the 1940 Act.		6. The Fund may act an underwriter of securities within the meaning of the Securities Act of 1933, as amended (“1933 Act”), to the extent permitted under the 1933 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.
7. The Fund may not issue senior securities except as permitted by the 1940 Act.		7. The Fund may issue senior securities, to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.
8. At least 80% of the Fund’s net assets will be invested in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Kentucky income and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals.		8. The Fund, under normal circumstances, will invest at least 80% of the value of the Fund’s net assets, plus any borrowings for investment purposes, in investments the income from which is exempt from federal income tax and federal alternative minimum tax.
		9. The Fund shall be a “diversified company” as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

We do not believe that any differences in the description of the Funds’ fundamental investment restrictions set forth above will result in any material differences in the way that the Funds are managed, with the exception of the fundamental investment restriction of the Acquiring Fund requiring it to be a “diversified company.” The Aquila Kentucky Fund has operated as a “non-diversified” company. Under the 1940 Act, a fund may change its classification from non-diversified to diversified without shareholder approval.

Material Differences in the Rights of Fund Shareholders

MainStay Funds Trust is a Delaware statutory trust while the Aquila Municipal Trust is a Massachusetts business trust. They are also each governed by their own Declaration of Trust and By-laws. 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 Acquired Fund 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 Acquired Fund contains such provisions limiting the liability of the Acquired Fund’s Trustees, and also provides for indemnification of the Acquired Fund’s Trustees to the extent that a Trustee is found personally liable, for the Acquired 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.

Copies of each Fund’s Declaration of Trust and By-laws are available to shareholders without charge upon written request to the applicable Fund.

Further information about each Fund’s governance structure is contained in the Fund’s SAI and its governing documents, which are on file with the SEC.


	Aquila Kentucky Fund	Acquiring Fund
Voting Rights	Shareholders shall not have the power to vote only on any matter except: (i) for the election or removal of Trustees; (ii) with respect to the termination of Aquila Municipal Trust or a series or class thereof, if such action is recommended by the vote of a majority of the Trustees; however, the Trust or a series or class thereof may be terminated by the unanimous vote of the Trustees with written notice to shareholders but without requiring shareholder approval;	Shareholders have the power to vote only with respect to: (a) the election or removal of Trustees; and (b) such additional matters relating to MainStay Funds Trust as may be required by applicable law, the Declaration of Trust, the By-laws or any registration statement of MainStay Funds Trust filed with the SEC (or any successor agency), or as the Trustees may consider necessary or desirable.


	(iii) with respect to any merger, reorganization, consolidation or sale of assets; (iv) with respect to any amendment of the Declaration of Trust which would diminish or eliminate any voting rights of shareholders under the Declaration of Trust; and (v) with respect to such additional matters relating to Aquila Municipal Trust as may be required by law or as the Trustees may consider and determine necessary or desirable.
Shareholder Quorum	The holders of outstanding shares entitled to vote and present in person or by proxy representing one-third of the voting power of Aquila Municipal Trust shall constitute a quorum at any meeting of the shareholders, except that where pursuant to any provision of law, the Declaration or the By-laws a vote shall be taken by individual series or class then outstanding shares entitled to vote and present in person or by proxy representing one-third of the voting power of that series or class shall be necessary to constitute a quorum for the transaction of business by that series or class.	Except when a larger quorum is required by applicable law, by the By-Laws or by the Declaration of Trust, thirty-three and one-third percent (33-1/3%) of the shares entitled to vote shall constitute a quorum at a shareholders’ meeting. When any one or more series (or classes) is to vote separately from any other shares, thirty-three and one-third percent (33-1/3%) of the shares of each such series (or class) entitled to vote shall constitute a quorum at a shareholders’ meeting of that series (or class).
Election of Trustees	A plurality of the shares voted shall elect a Trustee.	A plurality of the shares voted shall elect a Trustee.
Removal of Trustees	Any Trustee may be removed from office (i) with or without cause by the affirmative vote of the holders of shares representing a majority of votes cast at a meeting of shareholders at which a quorum is present; (ii) with cause by the action of at least two-thirds (2/3) of the Trustees whose removal is not proposed; or (iii) without cause by the unanimous action of the Trustees whose removal is not proposed, specifying the date when such removal shall become effective.	Any Trustee may be removed with or without cause at any meeting of shareholders by a vote of two-thirds (2/3) of the outstanding shares of the MainStay Funds Trust.
Approval of a Consolidation or Merger	Aquila Municipal Trust or any series or class may sell, lease, transfer, pledge, exchange, convey or dispose of all or substantially all of the trust property (or all or substantially all of the trust property allocated or belonging to a particular series or class), including its good will, to any one or more business trusts or other business entities or series or classes thereof (including another series or class of Aquila Municipal Trust) or may merge or consolidate with or into one or more business trusts or other business entities or series, in each case upon such terms and conditions and	The Trustees may, without shareholder approval, unless such approval is required by applicable law, cause the MainStay Funds Trust to merge or consolidate with or into one or more trusts or corporations (or series or classes thereof to the extent permitted by law), partnerships, associations or other business entities (including trusts, partnerships, associations, corporations or other business entities created by the Trustees to accomplish such merger or consolidation) so long as the surviving or resulting entity is an investment company as defined in the 1940 Act and that is formed, organized or existing under the laws of the United States


	for such consideration (which may include the assumption of some or all of the outstanding obligations and liabilities, accrued or contingent, whether known or unknown, of Aquila Municipal Trust or such series or class), as authorized by the Trustees and consented to by the affirmative vote of the shareholders representing at least a majority of the voting power of the shares of Aquila Municipal Trust or such series or class thereof outstanding and entitled to vote.	or of a state, commonwealth, possession or territory of the United States, unless otherwise permitted under the 1940 Act. Additionally, the Trustees may, without shareholder approval, unless such approval is required by applicable law, cause any one or more series (or classes) of MainStay Funds Trust to merge or consolidate with or into any one or more other series (or classes) of MainStay Funds Trust, one or more trusts or corporations (or series or classes thereof to the extent permitted by law), partnerships, or associations.
Termination of a Trust or Fund	Aquila Municipal Trust or any series or class of Aquila Municipal Trust may be terminated at any time (i) by the unanimous vote of the Trustees with written notice to the shareholders of Aquila Municipal Trust or such series or class, as the case may be, or (ii) if such action is recommended by the vote of a majority of the Trustees, by the affirmative vote of the shareholders of Aquila Municipal Trust or such series or class.	MainStay Funds Trust may be terminated at any time by vote of a majority of the shares of each series entitled to vote, voting separately by series, or by the Trustees by written notice to the shareholders. Any series or class thereof may be terminated at any time by vote of a majority of the shares of such series or class entitled to vote or by the Trustees by written notice to the shareholders of such series or class.

Comparison of Valuation Policies

The value of the Acquiring Fund’s investments is generally based (in whole or in part) on current market prices. If current market values of the Acquiring Fund’s investments are not available or, in the judgment of New York Life Investments, do not accurately reflect the fair value of a security, the fair value of the investment will be determined in good faith in accordance with procedures approved by the Board of Trustees of MainStay Funds Trust. A significant event occurring after the close of trading but before the calculation of the Acquiring Fund’s NAVs may mean that the closing price for a security may not constitute a readily available market quotation and accordingly require that the security be priced at its fair value in accordance with the fair valuation procedures established by the Board of Trustees of MainStay Funds Trust. New York Life Investments is the Valuation Designee of the Acquiring Fund. Pursuant to the Reorganization Agreement, the Acquiring Fund’s valuation procedures will be used to determine the value of the securities transferred in connection with the Aquila Kentucky Reorganization.

The Aquila Kentucky Fund’s portfolio securities generally are fair valued on the basis of market valuations furnished by a pricing service, which may use market prices for comparable securities or broker/dealer quotations or a variety of fair valuation techniques and methodologies to determine valuations. 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. Aquila, the Aquila Kentucky Fund’s Valuation Designee, is responsible for fair valuation subject to oversight by the Aquila Kentucky Fund’s Board of Trustees. Aquila also monitors information it routinely receives for significant events it believes will affect prices of portfolio instruments held by the Aquila Kentucky Fund. Significant events may affect a particular security or may affect securities markets (for example, a natural disaster that causes a market to close). If Aquila 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 Aquila believes has affected or is likely to affect the price of the instrument, Aquila, as the Aquila Kentucky Fund’s Valuation Designee, will use its best judgment to determine a fair value for that portfolio instrument.

Based on the portfolio holdings as of the date of this Proxy Statement/Prospectus, it is not anticipated that the valuation of the Aquila Kentucky Fund’s portfolio securities under the Aquila Kentucky Fund’s valuation procedures will be materially different than the valuation of the portfolio securities under the Acquiring Fund’s valuation procedures.

INFORMATION ABOUT THE AQUILA KENTUCKY REORGANIZATION

The following is a summary of the material terms of the Reorganization Agreement, a copy of which is attached as Appendix A and is incorporated herein by reference.

Terms of the Reorganization Agreement

On the Closing Date, the Aquila Kentucky Fund will transfer to the Acquiring Fund its assets in exchange solely for shares of the Acquiring Fund that are equal in value to the value of the net assets of the Aquila Kentucky Fund transferred to the Acquiring Fund as of the Closing Date, as determined in accordance with the Acquiring Fund’s valuation procedures, established by the Board, and the assumption by the Acquiring Fund of all the liabilities of the Aquila Kentucky Fund.

The Aquila Kentucky Fund expects to distribute the shares of the Acquiring Fund to the shareholders of the Aquila Kentucky Fund immediately after the transfer of assets. Upon distribution of such shares, all issued and outstanding shares of the Aquila Kentucky Fund will be deemed canceled on the books of the Aquila Kentucky Fund.

Each Fund has made certain standard representations and warranties to each other regarding capitalization, status and conduct of business.

Unless waived in accordance with the Reorganization Agreement, the obligations of the Aquila Kentucky Fund and Acquiring Fund, respectively, are conditioned upon, among other things:

●

the absence of any rule, regulation, order or proceeding preventing or seeking to prevent the consummation of the transactions contemplated by the Reorganization Agreement;

●

the receipt of all necessary approvals, consents, and authorizations under federal, state and local laws;

●

the truth in all material respects as of the Closing Date of the representations and warranties of the Funds and performance and compliance in all material respects with the Funds’ agreements, obligations and covenants required by the Reorganization Agreement; and

●

the effectiveness under applicable law of the Proxy Statement/Prospectus and the absence of any stop orders under the Securities Act of 1933, as amended, pertaining thereto.

The Reorganization is one of several reorganizations of funds in Aquila Municipal Trust into different MainStay Funds, and each of those reorganizations is contingent upon the approval by the shareholders of the respective fund(s) in Aquila Municipal Trust. Even if shareholders approve the respective reorganizations of the funds in Aquila Municipal Trust, including the Aquila Kentucky Reorganization, consummation of the Aquila Kentucky Reorganization is subject to certain conditions, including that the combined assets of such fund(s) in Aquila Municipal 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 conditions and other conditions are not satisfied or waived, then the Aquila Kentucky Reorganization may not be consummated. If the Aquila Kentucky Reorganization does not take place, the Board of Trustees of Aquila Municipal Trust may opt to continue the Acquired Fund as a series of Aquila Municipal Trust or it may, depending on its assessment of the Acquired Fund’s viability as part of the Aquila Municipal Trust, opt to liquidate and terminate the Acquired Fund.

The Reorganization Agreement may be terminated by the Board, on behalf of either the Acquiring Fund or the Aquila Kentucky Fund, at any time prior to the Closing Date, if circumstances should develop that, in the opinion of the Board, make proceeding with the Reorganization Agreement inadvisable.

U.S. Federal Income Tax Consequences

The following is a general summary of certain U.S. federal income tax consequences of the Aquila Kentucky Reorganization and is based upon the current provisions of the Code, the existing U.S. Treasury Regulations thereunder, current administrative rulings of the 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 U.S. 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.

The Aquila Kentucky Reorganization is intended to qualify for U.S. federal income tax purposes as a “reorganization” described in Section 368(a) of the Code. As a condition to the closing of the Aquila Kentucky Reorganization, the Aquila Kentucky Fund and Acquiring Fund will receive a legal opinion from Dechert LLP substantially to the effect that for U.S. federal income tax purposes:

The transfer of the Aquila Kentucky Fund’s assets to the Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the Aquila Kentucky Fund’s liabilities, followed by a distribution of those shares to the shareholders of the Aquila Kentucky Fund in complete liquidation of the Aquila Kentucky Fund will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code;

No gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Aquila Kentucky Fund solely in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Aquila Kentucky Fund;

The basis in the hands of the Acquiring Fund of the assets of the Aquila Kentucky Fund transferred to the Acquiring Fund in the Aquila Kentucky Reorganization will be the same as the basis of such assets in the hands of the Aquila Kentucky Fund immediately prior to the transfer, adjusted for any gain or loss required to be recognized in paragraph (5) below;

The holding periods of the assets of the Aquila Kentucky Fund, other than any asset with respect to which gain or loss is required to be recognized as described in paragraph (5) below, in the hands of the Acquiring Fund will include the periods during which such assets were held by the Aquila Kentucky Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset);

No gain or loss will be recognized by the Aquila Kentucky Fund upon the transfer of the Aquila Kentucky Fund’s assets to the Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Aquila Kentucky Fund, or upon the distribution (whether actual or constructive) by the Aquila Kentucky Fund of shares of the Acquiring Fund to the shareholders of the Aquila Kentucky Fund in liquidation, except that the Aquila Kentucky Fund may be required to recognize gain or loss with respect to: (A) contracts described in Section 1256(b) of the Code; (B) stock in a passive foreign investment company, as defined in Section 1297(a) of the Code; or (C) any other gain or loss required to be recognized upon the termination of a position, or upon the transfer of such asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code;

The shareholders of the Aquila Kentucky Fund will not recognize a gain or loss upon the exchange of their shares of the Aquila Kentucky Fund solely for shares of the Acquiring Fund as part of the Aquila Kentucky Reorganization;

The aggregate basis of the shares of the Acquiring Fund that the shareholders of the Aquila Kentucky Fund receive in connection with the Aquila Kentucky Reorganization will be the same as the aggregate basis of their respective shares in the Aquila Kentucky Fund exchanged therefor;

The holding period for the shares of the Acquiring Fund that a shareholder of the Aquila Kentucky Fund receives in the Aquila Kentucky Reorganization will include the period for which it held the shares of the Aquila Kentucky Fund exchanged therefor, provided that on the date of the exchange it held such shares of the Aquila Kentucky Fund as capital assets; and

The Acquiring Fund will succeed to and take into account those tax attributes of the Aquila Kentucky Fund that are described in Section 381(c) of the Code, subject to the conditions and limitations specified in the Code, the regulations thereunder, and existing court decisions and published interpretations of the Code and regulations.

Notwithstanding the foregoing, no opinion will be expressed as to the tax consequences of the Aquila Kentucky 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. The opinion will be based on certain factual certifications made by the Aquila Kentucky Fund and the Acquiring Fund and will also be based on customary assumptions. It is possible that the IRS could disagree with counsel’s opinion. Opinions of counsel are not binding upon the IRS or the courts. Neither the Aquila Kentucky Fund nor the Acquiring Fund have requested or will request an advance ruling from the IRS as to the U.S. federal income tax consequences of the Aquila Kentucky Reorganization. If the Aquila Kentucky Reorganization were consummated but the IRS or the courts were to determine that the Aquila Kentucky Reorganization did not qualify as a “reorganization” under the Code, and thus was taxable, the Aquila Kentucky Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund, and each shareholder of the Aquila Kentucky 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 Aquila Kentucky Fund shares and the fair market value of the shares of the Acquiring Fund it received.

Prior to the closing of the Aquila Kentucky Reorganization, the Aquila Kentucky Fund will declare a distribution to shareholders that together with all previous distributions will have the effect of distributing to shareholders all of its net tax-exempt income, investment company taxable income (computed without regard to the deduction for dividends paid) and net realized capital gains, if any, through the closing of the Aquila Kentucky Reorganization. These distributions, aside from distributions of net tax-exempt income properly reported as exempt-interest dividends, will be taxable to shareholders that do not hold shares through a tax-advantaged arrangement.

Even if the Aquila Kentucky Reorganization is a “reorganization” for U.S. federal income tax purposes, repositioning of the Aquila Kentucky Fund’s portfolios may result in recognition of income or capital gain, which may result in taxable distributions to shareholders of the Aquila Kentucky Fund before the date of the Aquila Kentucky Reorganization.

The Aquila Kentucky Reorganization may result in a number of different limitations on the Acquiring Fund’s ability to use realized and unrealized losses of the Aquila Kentucky Fund and the Acquiring Fund. In the taxable year of the Acquiring Fund in which the Aquila Kentucky Reorganization occurs, the Acquiring Fund will be able to use capital loss carryforwards of the Aquila Kentucky Fund (including from the Aquila Kentucky Fund’s short taxable year ending on the Closing Date), subject to the additional limitations described below, to offset only a prorated portion of the Acquiring Fund’s capital gains for such taxable year, based on the number of days remaining after the Closing Date in such taxable year.

The Aquila Kentucky Reorganization may result in limitations on the Acquiring Fund’s ability, following the Aquila Kentucky Reorganization, to use capital loss carryforwards of the Aquila Kentucky Fund (including carryforwards generated in the tax year of the Aquila Kentucky Fund ending on the Closing Date). Those limitations, imposed by Section 382 of the Code, may apply if the shareholders of the Aquila Kentucky Fund own less than 50% of the combined fund immediately after the Aquila Kentucky Reorganization, and will be imposed on an annual basis. The Aquila Kentucky Reorganization may result in limitations on the Acquiring Fund’s ability to use unrealized capital losses inherent in the tax basis of the Aquila Kentucky Fund’s assets on the Closing Date. Capital losses in excess of this limitation may be carried forward indefinitely, subject to any other applicable limitations. This annual limitation on the use of the Aquila Kentucky Fund’s carryforwards for periods following the Aquila Kentucky Reorganization generally will equal the product of the net asset value of the Aquila Kentucky Fund immediately prior to the Aquila Kentucky Reorganization and the “long-term tax-exempt rate,” as published by the IRS and in effect at the time of the Aquila Kentucky Reorganization. This limitation may be prorated in the taxable year of the Acquiring Fund in which the Aquila Kentucky Reorganization occurs based on the number of days remaining after the Closing Date in such taxable year.

The Aquila Kentucky Reorganization may result in limitations on the Acquiring Fund’s ability, after the Aquila Kentucky Reorganization, to use capital loss carryforwards of the Acquiring Fund, a portion of any losses recognized by the Acquiring Fund in its tax year that includes the Aquila Kentucky Reorganization, and potentially on the Acquiring Fund’s ability to use unrealized capital losses inherent in the tax basis of its assets immediately prior to the Aquila Kentucky Reorganization. These limitations may apply if the Acquiring Fund’s shareholders own less than 50% of the combined fund immediately after the Aquila Kentucky Reorganization. These limitations are imposed on

an annual basis. Losses in excess of the limitation may be carried forward, subject to generally applicable limitations. If applicable, the annual limitation on the use of these carryforwards for periods following the Aquila Kentucky Reorganization generally will equal the product of the net asset value of the Acquiring Fund immediately prior to the Aquila Kentucky Reorganization and the “long-term tax-exempt rate,” as published by the IRS and in effect at the time of the Aquila Kentucky Reorganization.

If the Acquiring Fund or the Aquila Kentucky Fund has a net unrealized gain inherent in its assets at the time of the Aquila Kentucky Reorganization, then, under certain circumstances, the Acquiring Fund, after the Aquila Kentucky Reorganization, may not offset that gain, to the extent realized within five years of the Aquila Kentucky Reorganization, by a carryforward of pre-Reorganization losses (other than a carryforward of pre-Reorganization losses of the Fund with the net unrealized gain inherent in its assets at the time of the Aquila Kentucky Reorganization) or, in certain cases, by a net unrealized loss inherent at the time of the Aquila Kentucky Reorganization in the assets of the other Fund.

As a result of the Aquila Kentucky Reorganization, losses and loss carryforwards will benefit the shareholders of the combined fund, rather than the shareholders of the Aquila Kentucky Fund that incurred them. By reason of the foregoing rules, taxable shareholders may pay more taxes, or pay taxes sooner, as a result of the Aquila Kentucky Reorganization than they would have if the Aquila Kentucky Reorganization did not occur.

Since the Aquila Kentucky Reorganization is not expected to close until July 19, 2024, the capital loss carryforwards, realized and unrealized gains and losses, and the applicability of the limitations described above may change significantly between now and the date of the Aquila Kentucky Reorganization. The ability of each Fund to use capital losses to offset gains (even in the absence of the Aquila Kentucky Reorganization) also depends on factors other than loss limitations, such as the future realization of capital gains or losses.

As of the end of its most recent semi-annual fiscal period of September 30, 2023, the Aquila Kentucky Fund had $694,311 in capital loss carryforwards. As of the end of its last fiscal year ended October 31, 2023, the Acquiring Fund had $6,693,429 in capital loss carryforwards.

Tax-exempt dividends from the Acquiring Fund may not qualify for a state or local income tax exemption in certain states or localities. Shareholders of the Aquila Kentucky Fund should consult their tax advisers regarding the income tax consequences of holding shares in the Acquiring Fund, including differences in the state and local tax treatment of dividends received from the Aquila Kentucky Fund and the Acquiring Fund.

This description of certain U.S. federal income tax consequences of the Aquila Kentucky Reorganization does not take into account shareholders’ particular facts and circumstances. Please consult your own tax advisor about the effect of state, local, foreign and other tax laws.

Expenses of the Aquila Kentucky Reorganization and Related Costs

The expenses of the Aquila Kentucky Reorganization will be paid by New York Life Investments (or its affiliates). The expenses of the Aquila Kentucky Reorganization include, but are not limited to, the costs associated with the preparation of necessary filings with the SEC, printing and distribution of the Proxy Statement/Prospectus and proxy materials, proxy solicitation costs, legal fees, accounting fees, securities registration fees, and expenses of holding the Special Meeting. The expenses of the Aquila Kentucky Reorganization are estimated to be approximately $165,000-180,000. Neither the Acquiring Fund nor the Aquila Kentucky Fund will bear any of the direct costs of the Reorganization.

Portfolio Transitioning

As discussed above, Aquila does not anticipate that it will need to sell the Aquila Kentucky Fund’s holdings if the Aquila Kentucky Reorganization is approved by shareholders. If any of Aquila Kentucky Fund’s holdings are sold prior to the Closing Date, any such portfolio transitioning may result in the recognition of income or capital gain, which may result in taxable distributions to shareholders of the Aquila Kentucky Fund before the date of the Aquila Kentucky Reorganization. It is not possible at this time to provide an estimate of the gain or loss to be recognized by

the Aquila Kentucky Fund that would be carried over to the Acquiring Fund for federal income tax purposes in connection with the transition of the Aquila Kentucky Fund’s portfolio.

Additionally, following the Reorganization, the Acquiring Fund may sell a portion of the assets obtained from the Aquila Kentucky Fund in a manner consistent with its investment strategies and policies. If the Reorganization is approved by shareholders and certain other conditions are met, it is anticipated that approximately 78% of the investments held by the Aquila Kentucky Fund will be sold by the Acquiring Fund following consummation of the Aquila Kentucky Reorganization. Although the transaction costs associated with these transactions would be borne by the Acquiring Fund, it is not possible to precisely quantify transaction costs in transitioning a fixed income portfolio because bonds, unlike equities, do not trade continuously on an exchange with a published bid / ask spread. The secondary market for fixed income securities is a dealer-driven market in which transactions occur over-the-counter at a negotiated price between the Acquiring Fund and a dealer. The Team does not expect meaningful mark-ups given the Acquiring Fund’s current holdings predominantly consist of liquid, U.S. municipal securities. The actual amounts of brokerage and other transaction expenses may change at the time of the Reorganization based on market conditions and other factors. Any such portfolio transitioning may result in the recognition of income or capital gain, which may result in taxable distributions to shareholders of the Acquiring Fund. Following the Aquila Kentucky Reorganization, the Acquiring Fund’s ability to carry forward and use the Aquila Kentucky Fund’s or its own pre-Reorganization capital losses, if any, may be limited.

For more information regarding the tax treatment of distributions, please see “Understand the Tax Consequences” in Appendix B to the Proxy Statement/Prospectus. In addition, you should seek the advice of a tax advisor to determine how this distribution will impact your individual tax situation.

Agreement between New York Life Investments and Aquila

In connection with the Aquila Kentucky Reorganization, New York Life Investments and Aquila have entered into an agreement pursuant to which New York Life Investments has agreed to purchase from Aquila certain assets that relate to Aquila’s business of management and operation of mutual funds, including the Aquila Kentucky Fund, contingent upon the closing of the Aquila Kentucky Reorganization, among other contingencies. Under this agreement, Aquila has agreed to use its reasonable best efforts to obtain the approval of the Aquila Kentucky Reorganization by the Board of Trustees of Aquila Municipal Trust and the Aquila Kentucky Fund’s shareholders, subject to any fiduciary duty to which Aquila may be subject.

Section 15(f) of the 1940 Act provides a “safe harbor” by which an investment adviser to a fund may receive “any amount or benefit” in connection with certain transactions that cause the assignment of the adviser’s contract with the fund, provided certain conditions are met. Although MainStay Funds Trust and New York Life Investments do not believe Section 15(f) of the 1940 Act applies to the Aquila Kentucky Reorganization, each has covenanted to comply with Section 15(f) of the 1940 Act in a manner that would qualify for the “safe harbor” provided by Section 15(f) as if Section 15(f) applied, and consequently:

1. for a period of three years after the Closing Date, at least 75% of the Trustees of MainStay Funds Trust (or any successor) will not be “interested persons” (as defined in the 1940 Act) of Aquila or New York Life Investments, and

2. for a period of two years after the Closing Date, no “unfair burden” will be imposed on the Acquiring Fund as a result of the Aquila Kentucky Reorganization or any express or implied terms, conditions, or understandings applicable thereto.

PROPOSAL TWO

Only shareholders of the Aquila Narragansett Fund will vote on Proposal One.

COMPARISON OF THE AQUILA NARRAGANSETT FUND AND THE ACQUIRING FUND

Comparison of Investment Objectives and Principal Investment Strategies

The Aquila Narragansett Fund’s investment objective is fundamental and may not be changed without shareholder approval. The Acquiring Fund’s investment objective is non-fundamental and may be changed without shareholder approval.

The following table shows the investment objectives of each Fund:

Aquila Narragansett Fund

Acquiring Fund

The Fund’s objective is to provide you as high a level of current income exempt from Rhode Island state and regular Federal income taxes as is consistent with preservation of capital.

The Fund seeks current income exempt from regular federal income tax.

Principal Investment Strategies

Each Fund invests primarily in municipal obligations, however, there are certain important differences in the Funds’ principal investment strategies, including:

Under normal circumstances, the Aquila Narragansett Fund invests at least 80% of its net assets in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Rhode Island income and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals. The Acquiring Fund, under normal circumstances, invests at least 80% of its net assets plus borrowings for investment purposes in municipal bonds, the income from which is exempt from federal income tax, without regard to whether it is exempt from Rhode Island state income tax.

changes in relative value within the municipal fixed income markets. The Team believes that high yield is often underutilized in traditional municipal bond portfolios and may offer incremental total return and diversification benefits.

In contrast to the Acquiring Fund, the Acquired Fund’s investments in municipal bonds issued by the State of Rhode Island, its counties and various other local authorities must be of investment grade quality at the time of purchase.

The Aquilla Narragansett Fund is classified as a “non-diversified” investment company under the 1940 Act, which means it may invest a greater percentage of its assets in a smaller number of issuers than the Acquiring Fund, which is classified as a “diversified fund.”

The principal investment strategies of each Fund are as follows:



Aquila Narragansett Fund		Acquiring Fund
Under normal circumstances, at least 80% of the Fund’s net assets will be invested in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Rhode Island state and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals. In general, all or almost all of these obligations are issued by the State of Rhode Island, its counties and various other local authorities; these obligations may also include certain other governmental issuers. We call these “Rhode Island Obligations.” These securities may include participation or other interests in municipal securities and variable rate demand notes. Some Rhode Island Obligations, such as general obligation issues, are backed by the issuer’s taxing authority, while other Rhode Island Obligations, such as revenue bonds, are backed only by revenues from certain facilities or other sources and not by the issuer itself. These obligations can be of any maturity, but the Fund’s weighted average maturity has traditionally been between 5 and 15 years. The Fund is classified as a “non-diversified” investment company under the Investment Company Act of 1940 (the “1940 Act”), which means it may invest a greater percentage of its assets in a smaller number of issuers than a diversified fund. At the time of purchase, the Fund’s Rhode Island Obligations must be of investment grade quality. This means that they must either		The Fund, under normal circumstances, invests at least 80% of its assets (net assets plus borrowings for investment purposes) in municipal bonds, the income from which is exempt from federal income tax. The Fund will seek to maintain a portfolio dollar-weighted average duration of 3 to 10 years, although the Fund may invest in instruments of any duration or maturity. Duration is a measure used to determine the sensitivity of a security’s price to changes in interest rates. The longer a security’s duration, the more sensitive it will be to changes in interest rates. The Fund will invest, under normal circumstances, at least 65% of its net assets in investment grade quality bonds as rated by a nationally recognized statistical rating organization (“NRSRO”) (such as bonds rated BBB- or higher, or Baa3 or higher), or if unrated, judged to be of comparable quality by MacKay Shields LLC, the Fund’s Subadvisor. The Fund may invest up to 35% of its net assets in municipal bonds rated below investment grade by an NRSRO, commonly referred to as “high yield” or “junk” bonds, including up to 10% of its net assets in municipal bonds that are the subject of bankruptcy proceedings, that are in default as to the payment of principal or interest, or that are rated in the lowest rating category by an NRSRO (such as bonds rated D) (“distressed securities”), or if unrated, judged to be of comparable quality by the Subadvisor. If NRSROs assign different ratings to the same security,



Aquila Narragansett Fund		Acquiring Fund
● be rated within the four highest credit ratings assigned by nationally recognized statistical rating organizations or, ● if unrated, be determined to be of comparable quality by the Fund’s Sub-Adviser, Clarfeld Financial Advisors, LLC, a wholly-owned subsidiary of Citizens Bank, N.A. (the “Sub-Adviser”). The Sub-Adviser selects obligations for the Fund’s portfolio in order to achieve the Fund’s objective by considering various characteristics including quality, maturity and coupon rate.		the Fund will use the higher rating for purposes of determining the security’s credit quality. The Fund may not invest more than 20% of its net assets in investments subject to the federal alternative minimum tax. Some of the Fund’s earnings may be subject to federal tax and most may be subject to state and local taxes. The Fund may invest more than 25% of its total assets in municipal bonds that are related in such a way that an economic, business or political development or change affecting one such security could also affect the other securities (for example, securities whose issuers are located in the same state). The Fund may invest in privately issued securities. The Fund may invest in futures, options and swap agreements to seek enhanced returns or to reduce the risk of loss by hedging certain of its holdings. Investment Process: The Subadvisor employs a relative value research-driven approach in seeking to achieve the Fund’s investment objective. The Subadvisor’s strategies include duration management, sector allocation, yield curve positioning and buy/sell trade execution. The Subadvisor may engage in various portfolio strategies to seek to achieve the Fund’s investment objective, to enhance the Fund’s investment return and to hedge the portfolio against adverse effects from movements in interest rates and in the securities markets. The Subadvisor uses active management in an effort to identify mispriced tax-exempt securities and build a consistent yield advantage. The Subadvisor focuses on reducing volatility through a disciplined investment process which includes fundamental, “bottom-up” credit research and risk management. In addition, the Subadvisor reviews macroeconomic events, technicals in the municipal market and tax policies, and analyzes individual municipal securities and sectors. The Subadvisor’s investment process includes a risk analysis that gives consideration to a variety of security-specific risks, including but not limited to, environmental, social and governance (“ESG”) risks that may have a material impact on the performance of a security. In addition to proprietary research, the Subadvisor may use screening tools and, to the extent available, third-party data to identify ESG risk factors that may not have been captured through its own research. The Subadvisor’s consideration of ESG risk



Aquila Narragansett Fund		Acquiring Fund
		is weighed against other criteria and no sectors or industries are explicitly excluded from the Fund. On an ongoing basis, the Subadvisor meets to discuss and, where necessary, make changes to the Fund’s portfolio allocations. Typically, the Subadvisor considers a number of factors including overall market conditions, and the economic, technical, fundamental and regulatory factors that influence the relative value of municipal securities. In addition to setting target guidelines with respect to yield curve positioning, quality distribution, sector weights and individual security exposures, the Subadvisor will establish the Fund’s target allocation between investment grade municipal securities and high yield municipal securities. The asset allocation decision is based on the Subadvisor’s subjective assessment of the risk-adjusted expected returns of investment grade securities and high yield municipal securities over the next twelve to eighteen months. The Subadvisor may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, the Subadvisor may evaluate, among other things, the condition of the economy and meaningful changes in the issuer’s financial condition.

Principal Risks

The principal risks of each Fund are similar, except that, as noted above, the Acquiring Fund may invest to a greater extent than the Acquired Fund in below-investment grade securities and derivatives, and the subadvisor to the Acquiring Fund may take into account environmental, social and governance risks that the subadvisor believes may have a material impact on the performance of a security. In addition, the Aquila Narragansett Fund is subject to a principal risk associated with a focus on investments in Rhode Island, whereas this is not a principal risk of the Acquiring Fund. Although some of the principal risks are the same, the Funds use different terminology to describe the principal risks applicable to such Fund’s principal investment strategy. The actual risks of investing in the Funds depend on the investments held in the Fund’s portfolio and on market conditions, both of which change over time. The principal risks for the Acquiring Fund are summarized below. The principal risks for the Acquired Fund are summarized in Appendix C.

• General Obligation Bonds Risk—timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base;

Yield Risk: There can be no guarantee that the Fund will achieve or maintain any particular level of yield.

Service or noncompliant conduct of a bond issuer. In such event, the value of the security would likely fall and a portion of the Fund’s distributions attributable to interest the Fund received on such bond for the current year and for prior years could be characterized or recharacterized as taxable income. As a shareholder of the Fund, you may be required to file an amended tax return and pay additional taxes.

affect the Fund’s performance. These risks are heightened for fixed-income instruments in a changing interest rate environment.

Comparison of Fees and Expenses

Fees and Expenses of the Funds

Below is a comparison of the current fees and expenses of the Funds before and after the Reorganizations, assuming separately that the Aquila Narragansett Reorganization alone is consummated and assuming that both Reorganizations are consummated. Fees and expenses of the Aquila Narragansett Fund are as of September 30, 2023. Fees and expenses of the Acquiring Fund are as of October 31, 2023.

It is important to note that following the Aquila Narragansett Reorganization, shareholders of the Aquila Narragansett Fund will be subject to the actual fee and expense structures of the Acquiring Fund, which may not be the same as the pro forma combined fees and expenses. Future fees and expenses may be greater or lesser than those indicated below. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Acquiring Fund. No sales charge will be assessed to shares received in connection with the Aquila Narragansett Reorganization.

The Aquila Narragansett Fund offers Class A, Class C, Class F, Class I and Class Y shares. If shareholders approve the Aquila Narragansett Reorganization, they will receive shares of the Acquiring Fund as set forth in the table below:


Aquila Narragansett Tax-Free Income Fund		Acquiring Fund Shares
Class A		Class Z
Class C		Class C
Class F		Class I
Class I		Class A
Class Y		Class I

Aquila Narragansett Reorganization Only

MainStay MacKay

Strategic Municipal

Allocation Fund

(Acquiring Fund)

Class A

Aquila Narragansett Fund

(Acquired Fund)

Class I

MainStay

MacKay Strategic Municipal

Allocation Fund

Pro Forma Combined Class

Shareholder Fees (fees paid directly from shareholder’s investment)


Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	3.00%	None	3.00%
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None¹	None	None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	0.25%	0.40%	0.25%
Other Expenses	0.16%	0.18%	0.12%²
Total Annual Fund Operating Expenses	0.81%	1.08%	0.77%
Waivers / Reimbursements³	(0.04)%	(0.02)%⁴	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements³	0.77%	1.06%⁴	0.77%

²With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class C	Aquila Narragansett Fund (Acquired Fund) Class C	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class C
Shareholder Fees (fees paid directly from shareholder’s investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	1.00%	1.00%	1.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	0.50%	1.00%	0.50%
Other Expenses	0.27%	0.23%	0.17%¹


Total Annual Fund Operating Expenses	1.17%	1.73%	1.07%
Waivers / Reimbursements²	(0.04)%	(0.02)%³	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements²	1.13%	1.71%³	1.07%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class I	Aquila Narragansett Fund (Acquired Fund) Class F	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class I
Shareholder Fees (fees paid directly from shareholder’s investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None	None	None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	None	None	None
Other Expenses	0.16%	0.21%	0.12%¹
Total Annual Fund Operating Expenses	0.56%	0.71%	0.52%
Waivers / Reimbursements2	(0.04)%	(0.02)%³	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements2	0.52%	0.69%³	0.52%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

effect until February 28, 2027, and thereafter shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Fund.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class I	Aquila Narragansett Fund (Acquired Fund) Class Y	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class I
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None	None	None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	None	None	None
Other Expenses	0.16%	0.23%	0.12%¹
Total Annual Fund Operating Expenses	0.56%	0.73%	0.52%
Waivers / Reimbursements²	(0.04)%	(0.02)%³	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements²	0.52%	0.71%³	0.52%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class Z	Aquila Narragansett Fund (Acquired Fund) Class A	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class Z
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	3.00%	3.00%	3.00%
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None	None¹	None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	0.15%	0.15%	0.15%
Other Expenses	0.13%²	0.23%	0.12%²
Total Annual Fund Operating Expenses	0.68%	0.88%	0.67%
Waivers / Reimbursements³	-	(0.02)%⁴	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements³	0.68%	0.86%⁴	0.67%

²With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

Aquila Kentucky Reorganization and Aquila Narragansett Reorganization Together


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class A	Aquila Kentucky Fund (Acquired Fund) Class I	Aquila Narragansett Fund (Acquired Fund) Class I	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class A
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	3.00%	None	None	3.00%


Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	None¹	None	None	None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	0.25%	0.40%	0.40%	0.25%
Other Expenses	0.16%	0.19%	0.18%	0.12%²
Total Annual Fund Operating Expenses	0.81%	0.99%	1.08%	0.77%
Waivers / Reimbursements³	(0.04)%	-	(0.02)%⁴	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements³	0.77%	0.99%	1.06%⁴	0.77%

²With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.


	MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Class C	Aquila Kentucky Fund (Acquired Fund) Class C	Aquila Narragansett Fund (Acquired Fund) Class C	MainStay MacKay Strategic Municipal Allocation Fund Pro Forma Combined Class C
Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)	1.00%	1.00%	1.00%	1.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	0.50%	1.00%	1.00%	0.50%
Other Expenses	0.27%	0.23%	0.23%	0.17%¹
Total Annual Fund Operating Expenses	1.17%	1.63%	1.73%	1.07%
Waivers / Reimbursements²	(0.04)%	-	(0.02)%³	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements²	1.13%	1.63%	1.71%³	1.07%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

MainStay MacKay

Strategic Municipal

Allocation Fund

(Acquiring Fund)

Class I

Aquila Kentucky
Fund (Acquired

Fund)

Class F

Aquila Narragansett

Fund (Acquired Fund)

Class F

MainStay

MacKay Strategic

Municipal Allocation

Fund

Pro Forma Combined

Class I

Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

None

Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

Management Fees (as an annual percentage of the Fund’s average daily net assets)

0.40%

0.50%

0.40%

Distribution and/or Service (12b-1) Fees

None

Other Expenses

0.16%

0.21%

0.12%¹

Total Annual Fund Operating Expenses

0.56%

0.61%

0.71%

0.52%

Waivers / Reimbursements²

(0.04)%

(0.02)%³

Total Annual Fund Operating Expenses After Waivers / Reimbursements²

0.52%

0.61%

0.69%³

0.52%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

MainStay MacKay

Strategic Municipal

Allocation Fund

(Acquiring Fund)

Class I

Aquila Kentucky

Fund (Acquired

Fund)

Class Y

Aquila Narragansett

Fund (Acquired Fund)

Class Y

MainStay

MacKay Strategic

Municipal Allocation

Fund

Pro Forma Combined

Class I

Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

None

Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)

None

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

Management Fees (as an annual percentage of the Fund’s average daily net assets)

0.40%

0.50%

0.40%

Distribution and/or Service (12b-1) Fees

None

Other Expenses

0.16%

0.24%

0.23%

0.12%¹

Total Annual Fund Operating Expenses

0.56%

0.64%

0.73%

0.52%

Waivers / Reimbursements²

(0.04)%

(0.02)%³

Total Annual Fund Operating Expenses After Waivers / Reimbursements²

0.52%

0.64%

0.71%³

0.52%

¹With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

MainStay MacKay

Strategic Municipal

Allocation Fund

(Acquiring Fund)

Class Z

Aquila Kentucky

Fund (Acquired

Fund)

Class A

Aquila Narragansett

Fund (Acquired Fund)

Class A

MainStay

MacKay Strategic

Municipal Allocation

Fund

Pro Forma Combined

Class Z

Shareholder Fees (fees paid directly from shareholder’s investment)

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

3.00%

Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of the original offering price or redemption proceeds)

None

None¹

None


Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fees (as an annual percentage of the Fund’s average daily net assets)	0.40%	0.40%	0.50%	0.40%
Distribution and/or Service (12b-1) Fees	0.15%	0.15%	0.15%	0.15%
Other Expenses	0.13%	0.24%	0.23%	0.12%²
Total Annual Fund Operating Expenses	0.68%	0.79%	0.88%	0.67%
Waivers / Reimbursements³	-	-	(0.02)%⁴	-
Total Annual Fund Operating Expenses After Waivers / Reimbursements³	0.68%	0.79%	0.86%⁴	0.67%

²With respect to the Acquiring Fund, based on estimated amounts for the current fiscal year.

Example

The Example is intended to help you compare the cost of investing in each Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in each Fund for the time periods indicated and then redeem or hold all of your shares, as indicated below, at the end of those periods (except as indicated with respect to Class C shares). The Example reflects Class C shares converting into Class A shares in years 7-10 of the Aquila Narragansett Fund and to Investor Class shares in years 9-10 of the Acquiring Fund; expenses could be lower if you are eligible to convert to Class A shares of the Acquiring Fund instead. The Example also assumes that your investment has a 5% return each year, and that each Fund’s operating expenses remain the same. The example reflects the contractual fee waiver and/or expense reimbursement arrangement, if applicable, for the current duration of the arrangement only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund)


Expenses After	Class A
1 Year	$	376
3 Years	$	547
5 Years	$	732
10 Years	$	1,268

Expenses After	Class C


1 Year	$	215
3 Years	$	368
5 Years	$	640
10 Years	$	1,350

Expenses After	Class I
1 Year	$	53
3 Years	$	175
5 Years	$	309
10 Years	$	698

Expenses After	Class Z
1 Year	$	367
3 Years	$	511
5 Years	$	667
10 Years	$	1,121

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


Expenses After	Class C
1 Year	$	115
3 Years	$	368
5 Years	$	640
10 Years	$	1,350

Aquila Narragansett Fund (Acquired Fund)


Expenses After	Class A		Class C
1 Year	$	385	$	274
3 Years	$	570	$	543
5 Years	$	771	$	937
10 Years	$	1,350	$	1,607

Expenses After	Class F		Class I
1 Year	$	70	$	108
3 Years	$	225	$	341
5 Years	$	393	$	594
10 Years	$	881	$	1,315


Expenses After	Class Y
1 Year	$	73
3 Years	$	231
5 Years	$	404
10 Years	$	905

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


Expenses After	Class C
1 Year	$	174
3 Years	$	543
5 Years	$	937
10 Years	$	1,607

MainStay MacKay Strategic Municipal Allocation Fund Pro Forma (Aquila Narragansett Fund and Acquiring Fund)


Expenses After	Class A		Class C
1 Year	$	376	$	209
3 Years	$	539	$	340
5 Years	$	715	$	590
10 Years	$	1,226	$	1,266

Expenses After	Class I		Class Z
1 Year	$	53	$	366
3 Years	$	167	$	508
5 Years	$	291	$	662
10 Years	$	653	$	1,109

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


Expenses After	Class C
1 Year	$	109
3 Years	$	340
5 Years	$	590
10 Years	$	1,266

MainStay MacKay Strategic Municipal Allocation Fund Pro Forma (Aquila Kentucky Fund, Aquila Narragansett Fund and Acquiring Fund)


Expenses After	Class A		Class C
1 Year	$	376	$	209
3 Years	$	539	$	340
5 Years	$	715	$	590
10 Years	$	1,226	$	1,266

Expenses After	Class I		Class Z
1 Year	$	53	$	366
3 Years	$	167	$	508
5 Years	$	291	$	662


10 Years		$	653			$	1,109

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


Expenses After	Class C
1 Year	$	109
3 Years	$	340
5 Years	$	590
10 Years	$	1,266

Comparison of Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the fiscal year ended March 31, 2023 and for the period from April 1, 2023 through September 30, 2023, the Aquila Narragansett Fund’s portfolio turnover rate was 3% and 5%, respectively, of the average value of its portfolio. During the fiscal year ended April 30, 2023 and for the period from May 1, 2023 through October 31, 2023, the Acquiring Fund’s portfolio turnover rate was 81% and 12%, respectively, of the average value of its portfolio.

Comparison of Purchase, Exchange and Selling Shares

The procedures for purchasing, exchanging and selling shares of the Aquila Narragansett Fund and the Acquiring Fund are similar. Shareholders of the Funds are not subject to a redemption fee. For more information on the Acquiring Fund’s policies pertaining to purchasing, exchanging and selling shares of the Acquiring Fund, please see Appendix D. For more information on the Aquila Narragansett Fund’s policies pertaining to purchasing, exchanging and selling shares of the Aquila Narragansett Fund, please see the Aquila Narragansett Fund’s current prospectus incorporated herein by reference.

Dividends and Other Distributions

The Aquila Narragansett Fund declares dividends daily from net investment income and makes payments monthly. The Aquila Narragansett Fund intends to distribute annually any net capital gains. The Acquiring Fund has an identical approach to dividends and other distributions.

U.S. Federal Income Tax Consequences

The Aquila Narragansett Fund has elected and has qualified since its inception to be treated as a “regulated investment company” under subchapter M of the Code and the Acquiring Fund has elected and has qualified since its inception to be treated as a “regulated investment company” under subchapter M of the Code for its taxable year that includes the Closing Date. Distributions by each Fund are generally expected to be exempt from federal income tax. However, a portion of the distributions may be subject to the alternative minimum tax. Additionally, each Fund may derive taxable income and/or capital gains. Distributions to shareholders of any such taxable income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, generally will be taxable.

Distributions by the Aquila Narragansett Fund prior to the Closing Date are generally expected to be exempt from Rhode Island state income taxes. Dividends paid by the Acquiring Fund after the Closing Date will not be exempt from Rhode Island state income taxes (except to the extent attributable to income from Rhode Island municipal bonds). Tax-exempt dividends from the Acquiring Fund may not qualify for a state or local income tax exemption in certain states or localities. As a condition to the closing of the Aquila Narragansett Reorganization, the Aquila Narragansett Fund and Acquiring Fund will have received from Dechert LLP, legal counsel to the Acquiring Fund and the Acquiring Fund’s Independent Trustees, an opinion to the effect that the Aquila Narragansett Reorganization will qualify as a “reorganization” for U.S. federal income tax purposes (although there can be no assurance that the Internal Revenue Service (“IRS”) will agree with such opinion). Accordingly, no gain or loss is expected to be recognized by the Aquila Narragansett Fund or the shareholders of the Aquila Narragansett Fund as a result of the

Aquila Narragansett Reorganization, and the aggregate tax basis of the Acquiring Fund shares received by each of the Aquila Narragansett Fund’s shareholder is expected to be the same as the aggregate tax basis of the shares of the Aquila Narragansett Fund exchanged therefor. However, any securities transactions conducted prior to the Closing Date of the Aquila Narragansett Reorganization may result in the recognition of income or capital gain for the Aquila Narragansett Fund, which may result in taxable distributions to shareholders of the Aquila Narragansett Fund before the date of the Aquila Narragansett Reorganization. For more detailed information about the tax consequences of the Aquila Narragansett Reorganization please refer to the “Information About the Reorganization – U.S. Federal Income Tax Consequences” section below.

Fundamental Investment Restrictions


Aquila Narragansett Fund		Acquiring Fund
1. The Fund may not borrow money except as permitted by the 1940 Act.		1. The Fund may borrow money to the extent permitted under the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.
2. The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except as permitted by the 1940 Act.		2. The Fund may not “concentrate” its investments in a particular industry or group of industries, except as permitted under the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time, provided that, without limiting the generality of the foregoing, this limitation will not apply to the Fund’s investments in: (i) securities of other investment companies; (ii) securities issued or guaranteed as to principal and/or interest by the U.S. government, its agencies or instrumentalities; or (iii) repurchase agreements (collateralized by the instruments described in Clause (ii)).
3. The Fund may not purchase or sell real estate except as permitted by the 1940 Act.		3. The Fund may purchase or sell real estate or any interest therein to the extent permitted under the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.
4. The Fund may purchase or sell commodities or contracts related to commodities to the extent permitted by the 1940 Act.		4. May not purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act and other applicable laws, rules and regulations, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.
5. The Fund may lend money or other assets to the extent permitted by the 1940 Act.		5. The Fund may make loans to the extent permitted by the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.


Aquila Narragansett Fund		Acquiring Fund
6. The Fund may not engage in the business of underwriting the securities of other issuers except as permitted by the 1940 Act.		6. The Fund may act an underwriter of securities within the meaning of the Securities Act of 1933, as amended (“1933 Act”), to the extent permitted under the 1933 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.
7. The Fund may not issue senior securities except as permitted by the 1940 Act.		7. The Fund may issue senior securities, to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time.
8. At least 80% of the Fund’s net assets will be invested in municipal obligations that pay interest exempt, in the opinion of bond counsel, from Rhode Island income and regular Federal income taxes, the income paid upon which will not be subject to the Federal alternative minimum tax on individuals.		8. The Fund, under normal circumstances, will invest at least 80% of the value of the Fund’s net assets, plus any borrowings for investment purposes, in investments the income from which is exempt from federal income tax and federal alternative minimum tax.
		9. The Fund shall be a “diversified company” as that term is defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to time.

We do not believe that any differences in the description of the Funds’ fundamental investment restrictions set forth above will result in any material differences in the way that the Funds are managed, with the exception of the fundamental investment restriction of the Acquiring Fund requiring it to be a “diversified company.” The Aquila Narragansett Fund has operated as a “non-diversified” company. Under the 1940 Act, a fund may change its classification from non-diversified to diversified without shareholder approval.

Material Differences in the Rights of Fund Shareholders

liability of the Acquired Fund’s Trustees, and also provides for indemnification of the Acquired Fund’s Trustees to the extent that a Trustee is found personally liable, for the Acquired Fund’s acts or obligations.

Copies of each Fund’s Declaration of Trust and By-laws are available to shareholders without charge upon written request to the applicable Fund.

Further information about each Fund’s governance structure is contained in the Fund’s SAI and its governing documents, which are on file with the SEC.


	Aquila Narragansett Fund	Acquiring Fund
Voting Rights	Shareholders shall not have the power to vote only on any matter except: (i) for the election or removal of Trustees; (ii) with respect to the termination of Aquila Municipal Trust or a series or class thereof, if such action is recommended by the vote of a majority of the Trustees; however, the Trust or a series or class thereof may be terminated by the unanimous vote of the Trustees with written notice to shareholders but without requiring shareholder approval; (iii) with respect to any merger, reorganization, consolidation or sale of assets; (iv) with respect to any amendment of the Declaration of Trust which would diminish or eliminate any voting rights of shareholders under the Declaration of Trust; and (v) with respect to such additional matters relating to Aquila Municipal Trust as may be required by law or as the Trustees may consider and determine necessary or desirable.	Shareholders have the power to vote only with respect to: (a) the election or removal of Trustees; and (b) such additional matters relating to MainStay Funds Trust as may be required by applicable law, the Declaration of Trust, the By-laws or any registration statement of MainStay Funds Trust filed with the SEC (or any successor agency), or as the Trustees may consider necessary or desirable.
Shareholder Quorum	The holders of outstanding shares entitled to vote and present in person or by proxy representing one-third of the voting power of Aquila Municipal Trust shall constitute a quorum at any meeting of the shareholders, except that where pursuant to any provision of law, the Declaration or the By-laws a vote shall be taken by individual series or class then outstanding shares entitled to vote and present in person or by proxy representing one-third of the voting power of that series or class shall be necessary to constitute a quorum for the transaction of business by that series or class.	Except when a larger quorum is required by applicable law, by the By-Laws or by the Declaration of Trust, thirty-three and one-third percent (33-1/3%) of the shares entitled to vote shall constitute a quorum at a shareholders’ meeting. When any one or more series (or classes) is to vote separately from any other shares, thirty-three and one-third percent (33-1/3%) of the shares of each such series (or class) entitled to vote shall constitute a quorum at a shareholders’ meeting of that series (or class).


Election of Trustees	A plurality of the shares voted shall elect a Trustee.	A plurality of the shares voted shall elect a Trustee.
Removal of Trustees	Any Trustee may be removed from office (i) with or without cause by the affirmative vote of the holders of shares representing a majority of votes cast at a meeting of shareholders at which a quorum is present; (ii) with cause by the action of at least two-thirds (2/3) of the Trustees whose removal is not proposed; or (iii) without cause by the unanimous action of the Trustees whose removal is not proposed, specifying the date when such removal shall become effective.	Any Trustee may be removed with or without cause at any meeting of shareholders by a vote of two-thirds (2/3) of the outstanding shares of the MainStay Funds Trust.
Approval of a Consolidation or Merger	Aquila Municipal Trust or any series or class may sell, lease, transfer, pledge, exchange, convey or dispose of all or substantially all of the trust property (or all or substantially all of the trust property allocated or belonging to a particular series or class), including its good will, to any one or more business trusts or other business entities or series or classes thereof (including another series or class of Aquila Municipal Trust) or may merge or consolidate with or into one or more business trusts or other business entities or series, in each case upon such terms and conditions and for such consideration (which may include the assumption of some or all of the outstanding obligations and liabilities, accrued or contingent, whether known or unknown, of Aquila Municipal Trust or such series or class), as authorized by the Trustees and consented to by the affirmative vote of the shareholders representing at least a majority of the voting power of the shares of Aquila Municipal Trust or such series or class thereof outstanding and entitled to vote.	The Trustees may, without shareholder approval, unless such approval is required by applicable law, cause the MainStay Funds Trust to merge or consolidate with or into one or more trusts or corporations (or series or classes thereof to the extent permitted by law), partnerships, associations or other business entities (including trusts, partnerships, associations, corporations or other business entities created by the Trustees to accomplish such merger or consolidation) so long as the surviving or resulting entity is an investment company as defined in the 1940 Act and that is formed, organized or existing under the laws of the United States or of a state, commonwealth, possession or territory of the United States, unless otherwise permitted under the 1940 Act. Additionally, the Trustees may, without shareholder approval, unless such approval is required by applicable law, cause any one or more series (or classes) of MainStay Funds Trust to merge or consolidate with or into any one or more other series (or classes) of MainStay Funds Trust, one or more trusts or corporations (or series or classes thereof to the extent permitted by law), partnerships, or associations.
Termination of a Trust or Fund	Aquila Municipal Trust or any series or class of Aquila Municipal Trust may be terminated at any time (i) by the unanimous vote of the Trustees with written notice to the shareholders of Aquila Municipal Trust or such series or class, as the case may be, or (ii) if such action is recommended by the vote of a majority of the Trustees, by the affirmative vote of the shareholders of Aquila Municipal Trust or such series or class.	MainStay Funds Trust may be terminated at any time by vote of a majority of the shares of each series entitled to vote, voting separately by series, or by the Trustees by written notice to the shareholders. Any series or class thereof may be terminated at any time by vote of a majority of the shares of such series or class entitled to vote or by the Trustees by written notice to the shareholders of such series or class.

Comparison of Valuation Policies

The Aquila Narragansett Fund’s portfolio securities generally are fair valued on the basis of market valuations furnished by a pricing service, which may use market prices for comparable securities or broker/dealer quotations or a variety of fair valuation techniques and methodologies to determine valuations. 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. Aquila, the Aquila Narragansett Fund’s Valuation Designee, is responsible for fair valuation subject to oversight by the Aquila Narragansett Fund’s Board of Trustees. Aquila also monitors information it routinely receives for significant events it believes will affect prices of portfolio instruments held by the Aquila Narragansett Fund. Significant events may affect a particular security or may affect securities markets (for example, a natural disaster that causes a market to close). If Aquila 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 Aquila believes has affected or is likely to affect the price of the instrument, Aquila, as the Aquila Narragansett Fund’s Valuation Designee, will use its best judgment to determine a fair value for that portfolio instrument.

Based on the portfolio holdings as of the date of this Proxy Statement/Prospectus, it is not anticipated that the valuation of the Aquila Narragansett Fund’s portfolio securities under the Aquila Narragansett Fund’s valuation procedures will be materially different than the valuation of the portfolio securities under the Acquiring Fund’s valuation procedures.

INFORMATION ABOUT THE AQUILA NARRAGANSETT REORGANIZATION

The following is a summary of the material terms of the Reorganization Agreement, a copy of which is attached as Appendix B and is incorporated herein by reference.

Terms of the Reorganization Agreement

On the Closing Date, the Aquila Narragansett Fund will transfer to the Acquiring Fund its assets in exchange solely for shares of the Acquiring Fund that are equal in value to the value of the net assets of the Aquila Narragansett Fund transferred to the Acquiring Fund as of the Closing Date, as determined in accordance with the Acquiring Fund’s valuation procedures, established by the Board, and the assumption by the Acquiring Fund of all the liabilities of the Aquila Narragansett Fund.

The Aquila Narragansett Fund expects to distribute the shares of the Acquiring Fund to the shareholders of the Aquila Narragansett Fund immediately after the transfer of assets. Upon distribution of such shares, all issued and outstanding shares of the Aquila Narragansett Fund will be deemed canceled on the books of the Aquila Narragansett Fund.

Each Fund has made certain standard representations and warranties to each other regarding capitalization, status and conduct of business.

Unless waived in accordance with the Reorganization Agreement, the obligations of the Aquila Narragansett Fund and Acquiring Fund, respectively, are conditioned upon, among other things:

●

the absence of any rule, regulation, order or proceeding preventing or seeking to prevent the consummation of the transactions contemplated by the Reorganization Agreement;

●

the receipt of all necessary approvals, consents, and authorizations under federal, state and local laws;

●

the effectiveness under applicable law of the Proxy Statement/Prospectus and the absence of any stop orders under the Securities Act of 1933, as amended, pertaining thereto.

The Reorganization is one of several reorganizations of funds in Aquila Municipal Trust into different MainStay Funds, and each of those reorganizations is contingent upon the approval by the shareholders of the respective fund(s) in Aquila Municipal Trust. Even if shareholders approve the respective reorganizations of the funds in Aquila Municipal Trust, including the Aquila Narragansett Reorganization, consummation of the Aquila Narragansett Reorganization is subject to certain conditions, including that the combined assets of such fund(s) in Aquila Municipal 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 conditions and other conditions are not satisfied or waived, then the Aquila Narragansett Reorganization may not be consummated. If the Aquila Narragansett Reorganization does not take place, the Board of Trustees of Aquila Municipal Trust may opt to continue the Acquired Fund as a series of Aquila Municipal Trust or it may, depending on its assessment of the Acquired Fund’s viability as part of the Aquila Municipal Trust, opt to liquidate and terminate the Acquired Fund.

The Reorganization Agreement may be terminated by the Board, on behalf of either the Acquiring Fund or the Aquila Narragansett Fund, at any time prior to the Closing Date, if circumstances should develop that, in the opinion of the Board, make proceeding with the Reorganization Agreement inadvisable.

U.S. Federal Income Tax Consequences

The following is a general summary of certain U.S. federal income tax consequences of the Aquila Narragansett Reorganization and is based upon the current provisions of the Code, the existing U.S. Treasury Regulations thereunder, current administrative rulings of the 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

The Aquila Narragansett Reorganization is intended to qualify for U.S. federal income tax purposes as a “reorganization” described in Section 368(a) of the Code. As a condition to the closing of the Aquila Narragansett Reorganization, the Aquila Narragansett Fund and Acquiring Fund will receive a legal opinion from Dechert LLP substantially to the effect that for U.S. federal income tax purposes:

The transfer of the Aquila Narragansett Fund’s assets to the Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the Aquila Narragansett Fund’s liabilities, followed by a distribution of those shares to the shareholders of the Aquila Narragansett Fund in complete liquidation of the Aquila Narragansett Fund will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code;

No gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Aquila Narragansett Fund solely in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Aquila Narragansett Fund;

The basis in the hands of the Acquiring Fund of the assets of the Aquila Narragansett Fund transferred to the Acquiring Fund in the Aquila Narragansett Reorganization will be the same as the basis of such assets in the hands of the Aquila Narragansett Fund immediately prior to the transfer, adjusted for any gain or loss required to be recognized in paragraph (5) below;

The holding periods of the assets of the Aquila Narragansett Fund, other than any asset with respect to which gain or loss is required to be recognized as described in paragraph (5) below, in the hands of the Acquiring Fund will include the periods during which such assets were held by the Aquila Narragansett Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset);

No gain or loss will be recognized by the Aquila Narragansett Fund upon the transfer of the Aquila Narragansett Fund’s assets to the Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Aquila Narragansett Fund, or upon the distribution (whether actual or constructive) by the Aquila Narragansett Fund of shares of the Acquiring Fund to the shareholders of the Aquila Narragansett Fund in liquidation, except that the Aquila Narragansett Fund may be required to recognize gain or loss with respect to: (A) contracts described in Section 1256(b) of the Code; (B) stock in a passive foreign investment company, as defined in Section 1297(a) of the Code; or (C) any other gain or loss required to be recognized upon the termination of a position, or upon the transfer of such asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code;

The shareholders of the Aquila Narragansett Fund will not recognize a gain or loss upon the exchange of their shares of the Aquila Narragansett Fund solely for shares of the Acquiring Fund as part of the Reorganization;

The aggregate basis of the shares of the Acquiring Fund that the shareholders of the Aquila Narragansett Fund receive in connection with the Aquila Narragansett Reorganization will be the same as the aggregate basis of their respective shares in the Aquila Narragansett Fund exchanged therefor;

The holding period for the shares of the Acquiring Fund that a shareholder of the Aquila Narragansett Fund receives in the Aquila Narragansett Reorganization will include the period for which it held the shares of the Aquila Narragansett Fund exchanged therefor, provided that on the date of the exchange it held such shares of the Aquila Narragansett Fund as capital assets; and

The Acquiring Fund will succeed to and take into account those tax attributes of the Aquila Narragansett Fund that are described in Section 381(c) of the Code, subject to the conditions and limitations specified in the Code, the regulations thereunder, and existing court decisions and published interpretations of the Code and regulations.

Notwithstanding the foregoing, no opinion will be expressed as to the tax consequences of the Aquila Narragansett 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. The opinion will be based on certain factual certifications made by the Aquila Narragansett Fund and the Acquiring Fund and will also be based on customary assumptions. It is possible that the IRS could disagree with counsel’s opinion. Opinions of counsel are not binding upon the IRS or the courts. Neither the Aquila Narragansett Fund nor the Acquiring Fund have requested or will request an advance ruling from the IRS as to the U.S. federal income tax consequences of the Aquila Narragansett Reorganization. If the Aquila Narragansett Reorganization were consummated but the IRS or the courts were to determine that the Aquila Narragansett Reorganization did not qualify as a “reorganization” under the Code, and thus was taxable, the Aquila Narragansett Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund, and each shareholder of the Aquila Narragansett 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 Aquila Narragansett Fund shares and the fair market value of the shares of the Acquiring Fund it received.

Prior to the closing of the Aquila Narragansett Reorganization, the Aquila Narragansett Fund will declare a distribution to shareholders that together with all previous distributions will have the effect of distributing to shareholders all of its net tax-exempt income, investment company taxable income (computed without regard to the deduction for dividends paid) and net realized capital gains, if any, through the closing of the Aquila Narragansett Reorganization. These distributions, aside from distributions of net tax-exempt income properly reported as exempt-interest dividends, will be taxable to shareholders that do not hold shares through a tax-advantaged arrangement.

Even if the Aquila Narragansett Reorganization is a “reorganization” for U.S. federal income tax purposes, repositioning of the Aquila Narragansett Fund’s portfolios may result in recognition of income or capital gain, which may result in taxable distributions to shareholders of the Aquila Narragansett Fund before the date of the Aquila Narragansett Reorganization.

The Aquila Narragansett Reorganization may result in a number of different limitations on the Acquiring Fund’s ability to use realized and unrealized losses of the Aquila Narragansett Fund and the Acquiring Fund. In the taxable year of the Acquiring Fund in which the Aquila Narragansett Reorganization occurs, the Acquiring Fund will be able to use capital loss carryforwards of the Aquila Narragansett Fund (including from the Aquila Narragansett Fund’s short taxable year ending on the Closing Date), subject to the additional limitations described below, to offset only a prorated portion of the Acquiring Fund’s capital gains for such taxable year, based on the number of days remaining after the Closing Date in such taxable year.

The Aquila Narragansett Reorganization may result in limitations on the Acquiring Fund’s ability, following the Aquila Narragansett Reorganization, to use capital loss carryforwards of the Aquila Narragansett Fund (including carryforwards generated in the tax year of the Aquila Narragansett Fund ending on the Closing Date). Those limitations, imposed by Section 382 of the Code, may apply if the shareholders of the Aquila Narragansett Fund own less than 50% of the combined fund immediately after the Aquila Narragansett Reorganization, and will be imposed on an annual basis. The Aquila Narragansett Reorganization may result in limitations on the Acquiring Fund’s ability to use unrealized capital losses inherent in the tax basis of the Aquila Narragansett Fund’s assets on the Closing Date. Capital losses in excess of this limitation may be carried forward indefinitely, subject to any other applicable limitations. This annual limitation on the use of the Aquila Narragansett Fund’s carryforwards for periods following the Aquila Narragansett Reorganization generally will equal the product of the net asset value of the Aquila Narragansett Fund immediately prior to the Aquila Narragansett Reorganization and the “long-term tax-exempt rate,” as published by the IRS and in effect at the time of the Aquila Narragansett Reorganization. This limitation may be prorated in the taxable year of the Acquiring Fund in which the Aquila Narragansett Reorganization occurs based on the number of days remaining after the Closing Date in such taxable year.

The Aquila Narragansett Reorganization may result in limitations on the Acquiring Fund’s ability, after the Aquila Narragansett Reorganization, to use capital loss carryforwards of the Acquiring Fund, a portion of any losses recognized by the Acquiring Fund in its tax year that includes the Aquila Narragansett Reorganization, and potentially on the Acquiring Fund’s ability to use unrealized capital losses inherent in the tax basis of its assets immediately prior to the Aquila Narragansett Reorganization. These limitations may apply if the Acquiring Fund’s shareholders own less than 50% of the combined fund immediately after the Aquila Narragansett Reorganization. These limitations are

imposed on an annual basis. Losses in excess of the limitation may be carried forward, subject to generally applicable limitations. If applicable, the annual limitation on the use of these carryforwards for periods following the Aquila Narragansett Reorganization generally will equal the product of the net asset value of the Acquiring Fund immediately prior to the Aquila Narragansett Reorganization and the “long-term tax-exempt rate,” as published by the IRS and in effect at the time of the Aquila Narragansett Reorganization.

If the Acquiring Fund or the Aquila Narragansett Fund has a net unrealized gain inherent in its assets at the time of the Aquila Narragansett Reorganization, then, under certain circumstances, the Acquiring Fund, after the Aquila Narragansett Reorganization, may not offset that gain, to the extent realized within five years of the Aquila Narragansett Reorganization, by a carryforward of pre-Reorganization losses (other than a carryforward of pre-Reorganization losses of the Fund with the net unrealized gain inherent in its assets at the time of the Aquila Narragansett Reorganization) or, in certain cases, by a net unrealized loss inherent at the time of the Aquila Narragansett Reorganization in the assets of the other Fund.

As a result of the Aquila Narragansett Reorganization, losses and loss carryforwards will benefit the shareholders of the combined fund, rather than the shareholders of the Aquila Narragansett Fund that incurred them. By reason of the foregoing rules, taxable shareholders may pay more taxes, or pay taxes sooner, as a result of the Aquila Narragansett Reorganization than they would have if the Aquila Narragansett Reorganization did not occur.

Since the Aquila Narragansett Reorganization is not expected to close until July 19, 2024, the capital loss carryforwards, realized and unrealized gains and losses, and the applicability of the limitations described above may change significantly between now and the date of the Aquila Narragansett Reorganization. The ability of each Fund to use capital losses to offset gains (even in the absence of the Aquila Narragansett Reorganization) also depends on factors other than loss limitations, such as the future realization of capital gains or losses.

As of the end of its most recent semi-annual fiscal period of September 30, 2023, the Aquila Narragansett Fund had $1,463,750 in capital loss carryforwards. As of the end of its last fiscal year ended October 31, 2023, the Acquiring Fund had $6,693,429 in capital loss carryforwards.

Tax-exempt dividends from the Acquiring Fund may not qualify for a state or local income tax exemption in certain states or localities. Shareholders of the Aquila Narragansett Fund should consult their tax advisers regarding the income tax consequences of holding shares in the Acquiring Fund, including differences in the state and local tax treatment of dividends received from the Aquila Narragansett Fund and the Acquiring Fund.

This description of certain U.S. federal income tax consequences of the Aquila Narragansett Reorganization does not take into account shareholders’ particular facts and circumstances. Please consult your own tax advisor about the effect of state, local, foreign and other tax laws.

Expenses of the Aquila Narragansett Reorganization and Related Costs

The expenses of the Aquila Narragansett Reorganization will be paid by New York Life Investments (or its affiliates). The expenses of the Aquila Narragansett Reorganization include, but are not limited to, the costs associated with the preparation of necessary filings with the SEC, printing and distribution of the Proxy Statement/Prospectus and proxy materials, proxy solicitation costs, legal fees, accounting fees, securities registration fees, and expenses of holding the Special Meeting. The expenses of the Aquila Narragansett Reorganization are estimated to be approximately $165,000-180,000. Neither the Acquiring Fund nor the Aquila Narragansett Fund will bear any of the direct costs of the Reorganization.

Portfolio Transitioning

As discussed above, Aquila does not anticipate that it will need to sell the Aquila Narragansett Fund’s holdings if the Aquila Kentucky Reorganization is approved by shareholders. If any of Aquila Narragansett Fund’s holdings are sold prior to the Closing Date, any such portfolio transitioning may result in the recognition of income or capital gain, which may result in taxable distributions to shareholders of the Aquila Narragansett Fund before the date of the Aquila Narragansett Reorganization. It is not possible at this time to provide an estimate of the gain or loss to be recognized

by the Aquila Narragansett Fund that would be carried over to the Acquiring Fund for federal income tax purposes in connection with the transition of the Aquila Narragansett Fund’s portfolio.

Additionally, following the Reorganization, the Acquiring Fund may sell a portion of the assets obtained from the Aquila Narragansett Fund in a manner consistent with its investment strategies and policies. If the Reorganization is approved by shareholders and certain other conditions are met, it is anticipated that approximately 82% of the investments held by the Aquila Narragansett Fund will be sold by the Acquiring Fund following consummation of the Aquila Narragansett Reorganization. Although the transaction costs associated with these transactions would be borne by the Acquiring Fund, it is not possible to precisely quantify transaction costs in transitioning a fixed income portfolio because bonds, unlike equities, do not trade continuously on an exchange with a published bid / ask spread. The secondary market for fixed income securities is a dealer-driven market in which transactions occur over-the-counter at a negotiated price between the Acquiring Fund and a dealer. The Team does not expect meaningful mark-ups given the Acquiring Fund’s current holdings predominantly consist of liquid, U.S. municipal securities. The actual amounts of brokerage and other transaction expenses may change at the time of the Reorganization based on market conditions and other factors. Any such portfolio transitioning may result in the recognition of income or capital gain, which may result in taxable distributions to shareholders of the Acquiring Fund. Following the Aquila Narragansett Reorganization, the Acquiring Fund’s ability to carry forward and use the Aquila Narragansett Fund’s or its own pre-Reorganization capital losses, if any, may be limited.

Agreement between New York Life Investments and Aquila

In connection with the Aquila Narragansett Reorganization, New York Life Investments and Aquila have entered into an agreement pursuant to which New York Life Investments has agreed to purchase from Aquila certain assets that relate to Aquila’s business of management and operation of mutual funds, including the Aquila Narragansett Fund, contingent upon the closing of the Aquila Narragansett Reorganization, among other contingencies. Under this agreement, Aquila has agreed to use its reasonable best efforts to obtain the approval of the Aquila Narragansett Reorganization by the Board of Trustees of Aquila Municipal Trust and the Aquila Narragansett Fund’s shareholders, subject to any fiduciary duty to which Aquila may be subject.

Section 15(f) of the 1940 Act provides a “safe harbor” by which an investment adviser to a fund may receive “any amount or benefit” in connection with certain transactions that cause the assignment of the adviser’s contract with the fund, provided certain conditions are met. Although MainStay Funds Trust and New York Life Investments do not believe Section 15(f) of the 1940 Act applies to the Aquila Narragansett Reorganization, each has covenanted to comply with Section 15(f) of the 1940 Act in a manner that would qualify for the “safe harbor” provided by Section 15(f) as if Section 15(f) applied, and consequently:

2. for a period of two years after the Closing Date, no “unfair burden” will be imposed on the Acquiring Fund as a result of the Aquila Narragansett Reorganization or any express or implied terms, conditions, or understandings applicable thereto.

INFORMATION ABOUT MANAGEMENT OF THE FUNDS

GENERAL

Aquila Investment Management LLC

Aquila is located at 120 West 45th Street, Suite 3600, New York, New York 10036. Aquila is a wholly owned subsidiary of Aquila Management Corporation (“AMC”), founder and sponsor of each fund in the Aquila Group of Funds. As of December 31, 2023, the aggregate assets of the Aquila Group of Funds were approximately $2.09 billion. A discussion of the factors that the Acquired Funds’ Board of Trustees considered in renewing the Acquired Funds’ advisory agreement with Aquila is contained in the Acquired Funds’ semi-annual report for the period ended September 30, 2023. Under the Acquired Funds’ advisory agreement, Aquila, subject to the general supervision of the Acquired Funds’ Board of Trustees, manages the Acquired Funds in accordance with its investment objective and policies, and maintains related records.

New York Life Investment Management LLC

New York Life Investments is the investment manager to the Acquiring Fund. New York Life Investments is located at 51 Madison Avenue, New York, New York 10010. New York Life Investments, a Delaware limited liability company, commenced operations in April 2000 and is an indirect, wholly-owned subsidiary of New York Life. As of December 31, 2023, New York Life Investments and its affiliates managed approximately $716 billion in assets.

In accordance with the stated investment objective, policies and restrictions of the Acquiring Fund and subject to the oversight of the Board of Trustees of MainStay Funds Trust, New York Life Investments provides various advisory services to the Acquiring Fund. New York Life Investments is responsible for, among other things, managing all aspects of the advisory operations of the Acquiring Fund and the composition of the investment portfolio of the Acquiring Fund. New York Life Investments has delegated its portfolio management responsibilities for the Acquiring Fund to MacKay. New York Life Investments supervises the services provided by MacKay by performing due diligence, evaluating the performance of MacKay and periodically reporting to the Board of Trustees of MainStay Funds Trust regarding the results of New York Life Investments’ evaluation and monitoring functions. New York Life Investments periodically makes recommendations to the Board of Trustees of MainStay Funds Trust regarding the renewal, modification or termination of agreements with the subadvisors.

New York Life Investments is responsible for providing (or procuring) certain administrative services, such as furnishing the Acquiring Fund with office facilities and ordinary clerical, bookkeeping and recordkeeping services. In addition, New York Life Investments is responsible for maintaining certain financial, accounting and other records for the Acquiring Fund and providing various compliance services.

New York Life Investments pays the MainStay Funds Trust’s Chief Compliance Officer’s compensation (a portion of which is reimbursed by the MainStay Group of Funds), the salaries and expenses of all personnel affiliated with the Acquiring Fund, except for the independent members of the Board of Trustees of MainStay Funds Trust, and all operational expenses that are not the responsibility of the MainStay Group of Funds, including the fees paid to MacKay. Pursuant to a management agreement with the Acquiring Fund, New York Life Investments is entitled to receive fees from the Acquiring Fund, accrued daily and payable monthly.

MacKay Shields LLC

MacKay Shields LLC (“MacKay”) is located at 1345 Avenue of the Americas, New York, New York 10105. MacKay was privately held until 1984 when it became a subsidiary of New York Life. As of December 31, 2023, MacKay managed approximately $139.15 billion in assets.

MacKay currently serves and will continue to serve as the subadvisor to the Acquiring Fund.

Clarfeld Financial Advisors, LLC

Clarfeld Financial Advisors, LLC (“Clarfeld”) is located at 520 White Plains Road, Tarrytown, New York 10591. Clarfeld is a wholly-owned subsidiary of Citizens Bank, N.A., a bank subsidiary of Citizens Financial Group, Inc. As

of July 27, 2023, Clarfled had approximately $7.1 billion in assets under management and $4.6 billion in assets under advisement.

Clarfeld currently serves as the subadvisor to Aquila Narragansett Fund.

MANAGEMENT FEES

Under the Advisory and Administration Agreement with Aquila with respect to the Aquila Kentucky Fund, Aquila is entitled to receive a management fee at the annual rate of 0.50 of 1% of the Aquila Kentucky Fund’s average annual net assets; provided, however, that for any day that the Aquila Kentucky Fund pays or accrues a fee under the distribution plan of the Aquila Kentucky Fund based upon the assets of the Aquila Kentucky Fund, the annual fee shall be payable at an annual rate of 0.40 of 1% of the Aquila Kentucky Fund’s average annual net assets. For the fiscal year ended March 31, 2023, the Acquired Fund paid Aquila an aggregate annual management fee of 0.40% for services performed as a percentage of the average daily net assets.

Under the Advisory and Administration Agreement with Aquila with respect to the Aquila Narragansett Fund, Aquila is entitled to receive a management fee at the annual rate of 0.50 of 1% of the Aquila Narragansett Fund’s average annual net assets. Aquila has contractually undertaken to waive its fees so that management fees are equivalent to 0.48% of 1% of net assets of the Aquila Narragansett Fund up to $400,000,000; 0.46% of 1% of net assets above $400,000,000 up to $1,000,000,000; and 0.44% of 1% of net assets above $1,000,000,000 through September 30, 2024. Aquila may not terminate the arrangement without the approval of the Board of Trustees of the Aquila Narragansett Fund. After waivers and/or reimbursements, the Aquila Narragansett Fund paid an aggregate annual management fee of 0.43% of its average annual net assets during the fiscal year ended March 31, 2023.

Aquila, and not the Aquila Narragansett Fund, pays a portion of the fees it receives from the Aquila Narragansett Fund to Clarfeld as compensation for Clarfeld’s services to the Aquila Narragansett Fund. Clarfeld is entitled to receive a fee at the annual rate of 0.23 of 1% of the Aquila Narragansett Fund’s average annual net assets. Clarfeld has contractually undertaken to waive its fees to the extent necessary so that the annual sub-advisory fee rate is equivalent to 0.175% of 1% of the Aquila Narragansett Fund’s average annual net assets. This contractual undertaking is in effect until September 30, 2024.

For the fiscal year ended October 31, 2023, the Acquiring Fund paid New York Life Investments an effective annual management fee of 0.40% for services performed as a percentage of the average daily net assets. The Acquiring Fund pays New York Life Investments a management fee at the annual rate of 0.40% of the average daily net assets of the Acquiring Fund.

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses of the Acquiring Fund so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) for a class do not exceed the following percentage of its average daily net assets: Class A, 0.77%, and Class Z, 0.79% and will apply an equivalent waiver or reimbursement, in an equal number of basis points as the Class A shares waiver/reimbursement to Class C and Class I shares. This agreement will remain in effect until February 28, 2027, and thereafter shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Acquiring Fund.

Subadvisor

MacKay will continue to serve as the subadvisor of the Acquiring Fund after the completion of the Reorganization, subject to the oversight of New York Life Investments and the Board of Trustees of the Acquiring Fund. As compensation for such services, New York Life Investments (and not the Acquiring Fund) will pay MacKay a subadvisory fee in an amount equal to 0.20% of the average daily net assets of the Acquired Fund. New York Life Investments pays subadvisory fees to MacKay from its own assets and not from the assets of the Acquiring Fund.

Portfolio Managers

The portfolio managers of the Acquiring Fund are expected to serve as portfolio managers of the Acquiring Fund after the Reorganizations and the portfolio managers of the Acquiring Fund may not be based in Kentucky and Rhode Island. The following section provides biographical information about the portfolio managers of the Acquiring Fund. MacKay’s offices are located at 1345 Avenue of the Americas, New York, New York.


Aquila Kentucky Fund	Aquila Narragansett Fund	Acquiring Fund

Royden Durham – Lead Portfolio Manager Anthony Tanner – Portfolio Manager	Jeffrey Hanna – Portfolio Manager	John Loffredo – Portfolio Manager Robert DiMella – Portfolio Manager Michael Petty – Portfolio Manager Frances Lewis – Portfolio Manager David Dowden – Portfolio Manager John Lawlor – Portfolio Manager Michael Denlinger – Portfolio Manager Sanjit Gill – Portfolio Manager

John Loffredo, CFA. Mr. Loffredo is an Executive Managing Director of MacKay Shields and Co-Head of MacKay Municipal Managers. In addition, he was named Vice Chairman in September 2022 and oversees the firm’s investment teams. He has managed the MainStay MacKay Short Term Municipal Fund since 2015 and MainStay MacKay Strategic Municipal Allocation Fund since 2019. He has been a municipal portfolio manager and/or municipal analyst on Wall Street since 1990, with a broad range of portfolio management and analytic experience in the municipal markets. He was previously the Chairman and co-founded Mariner Municipal Managers LLC (2007 to 2009). He has been a municipal portfolio manager and/or municipal analyst since 1990, with a broad range of portfolio management and analytic experience in the municipal markets. Mr. Loffredo was a Managing Director and Co-Head of BlackRock’s Municipal Portfolio Management Group (from 2006 to 2007). Prior to BlackRock’s merger with Merrill Lynch Investment Managers (MLIM), he served as Chief Investment Officer of the Municipal Products Group. He was employed by Merrill Lynch from 1990 to 2006. Before Merrill Lynch, he worked for the City of Boston Treasury Department. He is a member of the firm’s Senior Leadership Team. Mr. Loffredo graduated cum laude with an MBA from Utah State University where he was a Harry S. Truman Scholar. He also has a Certificate of Public Management from Boston University. He is a CFA^® charterholder.

Robert DiMella, CFA. Mr. DiMella is an Executive Managing Director of MacKay, Co-Head of MacKay Municipal Managers. He has managed the MainStay MacKay Tax Free Bond Fund since 2009, MainStay MacKay High Yield Municipal Fund since 2010, MainStay MacKay New York Tax Free Opportunities Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund since 2012, MainStay MacKay California Tax Free Opportunities Fund since 2013, MainStay MacKay Short Term Municipal Fund since 2015 and MainStay MacKay Strategic Municipal Allocation Fund and MainStay MacKay U.S. Infrastructure Bond Fund since 2019. Previously, he was the President and co-founder of Mariner Municipal Managers LLC (2007 to 2009). He has been a municipal portfolio manager since 1992, with a broad range of trading and portfolio management experience in the municipal markets. He was a Managing Director and Co-Head of BlackRock’s Municipal Portfolio Management Group (from 2006 to 2007). Prior to BlackRock’s merger with Merrill Lynch Investment Managers (MLIM), he served as a Senior Portfolio Manager and Managing Director of the Municipal Products Group. He was employed by Merrill Lynch from 1993 to 2006. He is a member of MacKay’s Senior Leadership Team. Mr. DiMella earned his Master’s degree at Rutgers University Business School and a Bachelors Degree at the University of Connecticut. He is a CFA^® charterholder.

Michael Petty. Mr. Petty is a Senior Managing Director and portfolio manager for MacKay. He joined MacKay in 2009 and has managed the MainStay MacKay High Yield Municipal Bond Fund since 2010, MainStay MacKay Tax Free Bond Fund since 2011, MainStay MacKay New York Tax Free Opportunities Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund since 2012, MainStay MacKay Short Term Municipal Fund since 2015 and MainStay MacKay U.S. Infrastructure Bond Fund and MainStay MacKay Strategic Municipal Allocation Fund since 2019. Before joining the firm he was a Portfolio Manager for Mariner Municipal Managers in 2009. He has been a municipal bond portfolio manager since 1992, and has worked in the municipal products market since 1985. Mr. Petty has a broad array of trading, portfolio management, and sales experience. Prior to joining Mariner Municipal

Managers, he was a Senior Portfolio Manager at Dreyfus Corporation from 1997 to 2009. From 1992 to 1997, he served as a Portfolio Manager for Merrill Lynch Investment Managers (MLIM). Mr. Petty graduated from Hobart College with a BS in Mathematics and Economics.

Frances Lewis. Ms. Lewis has managed the MainStay MacKay Tax Free Bond Fund since 2014, MainStay MacKay Short Term Municipal Fund since 2015, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay High Yield Municipal Bond Fund and MainStay MacKay New York Tax Free Opportunities Fund since 2017 and MainStay MacKay U.S. Infrastructure Bond Fund and MainStay MacKay Strategic Municipal Allocation Fund since 2019. She joined MacKay in July 2009 and is currently a Senior Managing Director and Director of Research for MacKay Municipal Managers. Ms. Lewis was the Director of Research for Mariner Municipal Managers and was previously at Merrill Lynch. Ms. Lewis began her municipal analyst career in 1991 as an Analyst for Merrill Lynch Investment Managers where she was a Senior Fund Analyst covering various sectors of the municipal market and becoming a Director in the Municipal Research Group in 1997. Ms. Lewis earned an MBA from Boston University and a BA from the University of Michigan.

David Dowden. Mr. Dowden is a Managing Director and Portfolio Manager at MacKay Shields. He joined MacKay Shields in 2009 as a Portfolio Manager in the Municipal Bond Division. He has managed the MainStay MacKay Short Term Municipal Fund since 2015 and MainStay MacKay Strategic Municipal Allocation Fund since 2019. Before joining the firm, he was Chief Investment Officer at Financial Guaranty Insurance Company. He was previously with Alliance Capital Management as a Senior Portfolio Manager and at Merrill Lynch & Co. as a Municipal Strategist. He has an AB from Brown University and an MBA from Columbia University. He has been in the investment management industry since 1989.

John Lawlor. Mr. Lawlor has managed the MainStay MacKay Short Term Municipal Fund since 2019 and MainStay MacKay Strategic Municipal Allocation Fund since 2019. He is currently a Managing Director, portfolio manager and trader at MacKay Shields. He joined MacKay Shields in 2016. Before joining the firm he was Vice President Equity Sales at Deutsche Bank and was previously at Bank of America Merrill Lynch. From 1997-2011, he was a senior trader on the floor of the New York Stock Exchange. Mr. Lawlor has a broad and diverse set of skills in sales, trading, and electronic trading platforms. He earned a Bachelor’s degree in Finance from Lehigh University. Mr. Lawlor graduated college in 1997. He has been in the financial services industry since 1997.

Michael Denlinger, CFA. Mr. Denlinger has been a portfolio manager of the MainStay MacKay Strategic Municipal Allocation Fund since 2021. He joined MacKay Shields in 2019 and is currently a Director. Prior to joining MacKay Shields, Mr. Denlinger was an institutional municipal credit trader at Bank of America Merrill Lynch with a primary focus on taxable and healthcare securities. Prior to trading credit, he was a high grade municipal trader. Mr. Denlinger earned a Bachelor’s degree in Economics from Johns Hopkins University in 2014. Mr. Denlinger is a Chartered Financial Analyst^® (“CFA^®”) charterholder and has been in the financial services industry since 2014.

Sanjit Gill, CFA. Mr. Gill managed the MainStay MacKay Short Term Municipal Fund and MainStay MacKay Strategic Municipal Allocation Fund since 2023. He joined MacKay Shields in 2021 and is currently a Director. Prior to joining, he was a retail high grade and electronic trader at Bank of America Merrill Lynch. He earned a Bachelor’s degree in Mathematics and Psychology from Baruch College in 2016 and a Master’s in Applied Mathematics from Hunter College in 2021. He is a CFA^® Charterholder, and has been in the financial services industry since 2016.

PAST PERFORMANCE OF THE FUNDS

Aquila Kentucky Fund

The following bar chart and table show you how the Aquila Kentucky Fund has performed in the past, and can help you understand the risks of investing in the Aquila Kentucky Fund. The bar chart shows how the Aquila Kentucky Fund’s Class Y share performance has varied for each full calendar year shown. The table below the bar chart compares the Aquila Kentucky Fund returns (after applicable sales charges shown in the Shareholder Fees table above) for the periods shown with a broad measure of market performance. The Aquila Kentucky Fund has selected the Bloomberg Municipal Bond: Quality Intermediate Total Return Index Unhedged USD as its benchmark.

ANNUAL TOTAL RETURNS - As of December 31

Class Y Shares - 2014-2023

LOGO

Calendar Years


Best Quarter			6.02%
2023, Q4

Worst Quarter			-4.92%
2022, Q1

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

Average Annual Total Returns for

the Periods Ended December 31, 2023



	1 Year		5 Years		10 Years		Since Inception
Class Returns Before Taxes:

Class A		1.09%		0.58%		1.70%

Class C		2.38%		0.57%		1.26%

Class F		4.24%		N/A		N/A	4.06%⁽¹⁾

Class I		4.00%		1.26%		1.97%

Class Y		4.31%		1.56%		2.27%
Class Y Returns After Taxes:
On Distributions		4.30%		1.55%		2.25%
On Distributions and Redemption		3.58%		1.75%		2.36%
Bloomberg Municipal Bond: Quality Intermediate Total Return Index Unhedged USD*		4.65%		1.98%		2.27%	4.36⁽¹⁾

(This index of municipal bonds of issuers throughout the U.S. is unmanaged and does not reflect deductions for fund operating expenses, taxes or sales charges.)

* Source: Bloomberg Index Services Limited. BLOOMBERG^® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). Bloomberg, or Bloomberg’s licensors, own all proprietary rights in the Bloomberg Indices. Neither Bloomberg nor Bloomberg’s licensors approve or endorse this material, or guarantee the accuracy or completeness of any information herein, nor does Bloomberg make any warranty, express or implied, as to the results to be obtained therefrom, and to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

(1) Inception date – December 21, 2022.

Aquila Narragansett Fund

The following bar chart and table show you how the Aquila Narragansett Fund has performed in the past, and can help you understand the risks of investing in the Aquila Narragansett Fund. The bar chart shows how the Aquila Narragansett Fund’s Class Y share performance has varied for each full calendar year shown. The table below the bar chart compares the Aquila Narragansett Fund returns (after applicable sales charges shown in the Shareholder Fees table above) for the periods shown with a broad measure of market performance. The Aquila Narragansett Fund has selected the Bloomberg Municipal Bond: Quality Intermediate Total Return Index Unhedged USD as its benchmark.

ANNUAL TOTAL RETURNS - As of December 31

Class Y Shares - 2014-2023

LOGO

Calendar Years


Best Quarter
2023, Q4		6.53%


Worst Quarter
2022, Q1		-5.27%

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

Average Annual Total Returns for

the Periods Ended December 31, 2023



	1 Year		5 years		10 years		Since Inception

Class Returns Before Taxes:

Class A		1.10%		0.53%		2.03%

Class C		2.35%		0.50%		1.58%

Class F		4.53%		1.52%		N/A	1.69%⁽¹⁾

Class I		4.19%		1.23%		2.33%

Class Y		4.39%		1.51%		2.60%

Class Y Returns After Taxes:

On Distributions		4.38%		1.50%		2.59%

On Distributions and Redemption		3.50%		1.67%		2.61%

Bloomberg Municipal Bond: Quality Intermediate Total Return Index Unhedged USD*		4.65%		1.98%		2.27%	2.19%⁽¹⁾

(This index of municipal bonds of issuers throughout the U.S. is unmanaged and does not reflect deductions for fund operating expenses, taxes or sales charges.)

(1)	Inception date - November 30, 2018.

Acquiring Fund

The following bar chart and table show you how the Acquiring Fund has performed in the past, and can help you understand the risks of investing in the Acquiring Fund. The bar charts shows how the Acquiring Fund’s Class I share performance has varied for each full calendar year shown. The table below the bar chart compares the Acquiring Fund returns (after applicable sales charges shown in the Shareholder Fees table above) for the periods shown with a broad measure of market performance. In accordance with new regulatory requirements, the Acquiring Fund has selected the Bloomberg Municipal Bond Index, which represents a broad measure of market performance, as a replacement for the Bloomberg Municipal Bond Index 1-15 Yr Blend. The table also includes the average annual total returns of the Bloomberg Municipal Bond Index 1-15 Yr Blend, which is generally representative of the market sectors or types of investments in which the Acquiring Fund invests.

MainStay MacKay Strategic Municipal Allocation Fund

Annual Returns, Class I Shares

(by calendar year 2020-2023)

LOGO

Calendar Years


Best Quarter
2023, Q4		5.68%


Worst Quarter
2022, Q1		-5.36%

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

Average Annual Total Returns (for the periods ended December 31, 2023)



	Inception		1 Year		Since Inception
Return Before Taxes
Class I		6/28/2019		6.22%		1.93%
Return After Taxes on Distributions
Class I				6.15%		1.82%
Return After Taxes on Distributions and Sale of Fund Shares
Class I				5.16%		2.04%
Return Before Taxes
Class A		6/28/2019		2.65%		0.67%
Class C		6/28/2019		4.45%		1.24%

Bloomberg Municipal Bond Index¹				6.40%		1.38%

Bloomberg Municipal Bond Index 1-15 Yr Blend²				5.26%		1.43%

1.	The Bloomberg Municipal Bond Index is considered representative of the broad market for investment-grade, tax-exempt bonds with a maturity of at least one year. Bonds subject to the alternative minimum tax or with floating or zero coupons are excluded.

2.	The Bloomberg Municipal Bond Index 1-15 Yr Blend covers the USD-denominated long-term tax exempt bond market. The index has four main sectors: state and local general obligation bonds, revenue bonds, insured bonds and prerefunded bonds.

In addition to the Class A, Class C, Class I and Class Z shares to be issued by the Acquiring Fund in each Reorganization, the Acquiring Fund also offers other classes of shares. This Proxy Statement/Prospectus relates only to the Class A, Class C, Class I and Class Z shares to be issued in each Reorganization.

ADDITIONAL INFORMATION ABOUT THE FUNDS

Information about the Acquiring Fund and Acquired Funds is included in each Fund’s prospectus and statement of additional information. Information about the Acquired Funds is also included in their most recent Annual Report and Semi-Annual Report. Please review this important information carefully.

For more information about the Acquiring Fund, please see Appendix D.

FINANCIAL HIGHLIGHTS

The fiscal year end for the Acquired Funds is March 31. The fiscal year end for the Acquiring Fund is October 31.

The financial highlights of the Acquired Funds contained in Appendix E have been derived from financial statements audited by Tait, Weller & Baker LLP, except for the information for the six months ended September 30, 2023, which is unaudited.

The financial highlights of the Acquiring Fund contained in Appendix E have been derived from financial statements audited by KPMG LLP.

FORMS OF ORGANIZATION

The Acquiring Fund is a diversified series of MainStay Funds Trust, an open-end management investment company registered with the SEC that is organized as a Delaware statutory trust. The Acquiring Fund is overseen by a board of trustees consisting of seven members, six of whom are not “interested persons” persons (as defined in the 1940 Act) of MainStay Funds Trust.

Each Acquired Fund is a non-diversified series of Aquila Municipal Trust, an open-end management investment company registered with the SEC that is organized as a Massachusetts business trust. The Acquired Funds are overseen by the Board, which consists of eight members, seven of whom are not “interested persons” persons (as defined in the 1940 Act) of Aquila Municipal Trust.

OTHER SERVICE PROVIDERS

The Reorganizations will affect other services currently provided to the Acquired Funds. The following table outlines certain service providers for the Acquired Funds and the comparable service providers for the Acquiring Fund.


	Acquired Funds	Acquiring Fund
Investment Manager	Aquila Investment Management LLC	New York Life Investment Management LLC
Subadvisor	Clarfeld Financial Advisors, LLC (Aquila Narragansett Fund only)	MacKay Shields LLC
Administrator/Sub-Administrator	Aquila Investment Management LLC (administrator)	New York Life Investment Management LLC provides and procures administrative services for the Acquiring Fund pursuant to a management agreement JPMorgan Chase Bank, N.A. serves as a sub-administrator
Distributor	Aquila Distributors LLC	NYLIFE Distributors LLC
Transfer Agent	BNY Mellon Investment Servicing (US) Inc.	NYLIM Service Company LLC


Custodian		The Bank of New York Mellon		JPMorgan Chase Bank, N.A.

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

[As of the Record Date, the current officers and trustees of each Fund, in the aggregate, owned less than 1% of the outstanding shares of any class of either Fund. A list of the 5% shareholders of each of the Funds as of the Record Date is contained in Appendix F.]

CAPITALIZATION

The following table shows on an unaudited basis the capitalization of the Acquired Funds and the Acquiring Fund as of February 29, 2024, and on a pro forma basis as of that date, giving effect to the Reorganizations and the proposed acquisition of assets at net asset value. The pro forma capitalization information is for informational purposes only. No assurance can be given as to how many shares of the Acquiring Fund will be received by shareholders of the respective Acquired Funds on the Closing Date, and the information should not be relied upon to reflect the number of shares of the Acquiring Fund that actually will be received.

As of February 29, 2024


Net Assets	Aquila Churchill Tax-Free Fund of Kentucky (Acquired Fund)		Aquila Narragansett Tax-Free Income Fund (Acquired Fund)			MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund)		*Pro Forma* *Adjustments¹*			MainStay MacKay Strategic Municipal Allocation Fund (Acquiring Fund) Pro Forma Combined After Reorganizations

Class A	$	105,035,074.55	$	89,046,396.77	Class Z	$	-	$	-	Class Z	$	194,081,471.32

Class C	$	1,225,868.16	$	523,556.87	Class C	$	9,233,049.02	$	-	Class C	$	10,982,474.05

Class I	$	6,188,427.35	$	65,354.63	Class A	$	116,490,857.40	$	-	Class A	$	122,744,639.38

Class F	$	1,963,879.42	$	4,979,989.07	Class I	$	860,617,760.50	$	(6,943,868.49)²	Class I	$	1,004,513,893.17
Class Y	$	42,950,115.88	$	94,002,148.30	Class I	$	860,617,760.50	$	6,943,868.49²	Class I	$	1,004,513,893.17

Total	$	157,363,365.36	$	188,617,445.64		$	986,341,666.92	$	-		$	1,332,322,477.92

Net Asset Value Per Share

Class A	$	10.01	$	10.14	Class Z	$	-	$	-	Class Z	$	9.54

Class C	$	10.00	$	10.13	Class C	$	9.54	$	-	Class C	$	9.54

Class I	$	10.00	$	10.14	Class A	$	9.55	$	-	Class A	$	9.55

Class F	$	9.99	$	10.11	Class I	$	9.54	$	-	Class I	$	9.54
Class Y	$	10.01	$	10.13	Class I	$	9.54	$	-	Class I	$	9.54

Shares Outstanding

Class A		10,496,884.132		8,784,581.729	Class Z		-		1,069,087.854	Class Z		20,350,553.715

Class C		122,534.167		51,671.070	Class C		968,318.077		9,266.104	Class C		1,151,789.418

Class I		618,618.058		6,444.297	Class A		12,195,334.790		29,641.084	Class A		12,850,038.229

Class F		196,549.341		492,575.794	Class I		90,240,700.690		(689,125.135)²	Class I		105,329,034.251
Class Y		4,290,316.653		9,277,594.275	Class I		90,240,700.690		1,520,422.633²	Class I		105,329,034.251

¹Following the Reorganizations, the Acquiring Fund will be the accounting survivor. The expenses of the Reorganizations will be borne by New York Life Investments. New York Life Investments has contractually agreed to waive fees and/or reimburse expenses of the Acquiring Fund so that Total Annual Fund Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the

purchase or sale of portfolio investments, and acquired (underlying) fund fees and expenses) do not exceed the following percentage of its average daily net assets: Class A, 0.77% and Class Z, 0.79%. New York Life Investments will apply an equivalent waiver or reimbursement, in an equal number of basis points as the Class A shares waiver/reimbursement to Class C shares and Class I shares. This agreement will remain in effect until February 28, 2027, and thereafter shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board of Trustees of the Acquiring Fund. In order to prevent dilution of their holdings, shareholders of the Acquired Funds will receive shares based on the net asset value of the Acquiring Fund as of the Closing Date.

² Class F and Class Y shareholders will receive Class I shares of the Acquiring Fund as of the Closing Date.

OTHER BUSINESS

The Board does not intend to present any other business at the Special Meeting with respect to the Acquired Funds. If, however, any other matters are properly brought before the Special Meeting, the persons named in the accompanying proxy card will vote thereon in accordance with their discretion.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

Shareholders may send communications to the Board. Shareholders should send communications intended for the Board by addressing the communications to the Board, in care of the President of Aquila Municipal Trust and sending the communication to 120 West 45^th Street, Suite 3600, New York, New York 10036. A shareholder communication must (i) be in writing and be signed by the shareholder, (ii) provide contact information for the shareholder, (iii) identify the Fund to which it relates, and (iv) identify the class and number of shares held by the shareholder. The President of the Trust may, in good faith, determine that a shareholder communication should not be provided to the Board because it does not reasonably relate to the Trust or its operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in the Fund or is otherwise immaterial in nature. Other shareholder communications received by the Fund not directly addressed and sent to the Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management’s discretion based on the matters contained therein.

VOTING INFORMATION

General

Who is asking for my vote?

The Board is soliciting your vote for a special meeting of the Acquired Funds’ shareholders.

Vote Required

Only shareholders of the Aquila Kentucky Fund will vote on the Aquila Kentucky Fund Reorganization and only shareholders of Aquila Narragansett Fund will vote on the Aquila Narragansett Fund Reorganization. Approval of each Reorganization will require at least a majority of the voting power of the shares of the applicable Acquired Fund outstanding and entitled to vote on the Record Date. Shareholders of each Acquired Fund are entitled to vote equal to the number of dollars representing the net asset value of the respective Acquired Fund share or fractional share determined as of the close of business on the Record Date. Shareholders of each Acquired Fund will vote as a single class on the proposals relating to their Acquired Fund.

The number of shares of the Aquila Kentucky Fund outstanding on the Record Date is [ ] and the total net assets of the Fund as of such date are $[ ]. The net asset value per share of each class of the Aquila Kentucky Fund on the Record Date is: Class A, $[ ], Class C, $[ ], Class F, $[ ], Class I, $[ ] and Class Y, $[ ].

The number of shares of the Aquila Narragansett Fund outstanding on the Record Date is [ ] and the total net assets of the Fund as of such date are $[ ]. The net asset value per share of each class of the Aquila Narragansett Fund on the Record Date is: Class A, $[ ], Class C, $[ ], Class F, $[ ], Class I, $[ ] and Class Y, $[ ].

How is my proxy being solicited?

The Acquired Funds have retained Morrow Sodali, LLC (the “Solicitor”) to assist in the solicitation of proxies, at an estimated cost of $40,000. New York Life Investments shall solely bear this cost. As the date of the Special Meeting approaches, certain shareholders may receive a telephone call from a representative of the Solicitor if their votes have not yet been received. Authorization to permit the Solicitor to execute proxies may be obtained by telephonic instructions from shareholders of the Acquired Funds. Proxies that are obtained telephonically will be recorded in accordance with certain procedures, as explained further below. The Board believes that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined and recorded.

In situations where a telephonic proxy is solicited, the Solicitor’s representative is required to ask for each shareholder’s full name, address, social security or employer identification number, title (if the shareholder is authorized to act on behalf of an entity, such as a corporation), the number of shares owned, and to confirm that the shareholder has received the proxy materials in the mail. The Solicitor’s representative will explain the process, read the proposals on the proxy card, and ask for the shareholder’s instructions on each applicable proposal. Although the Solicitor’s representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than reading any recommendation set forth in the Proxy Statement. The Solicitor’s representative will record the shareholder’s instructions on the proxy card. Within approximately 72 hours of soliciting telephonic voting instructions, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call the Solicitor immediately if his or her instructions are not correctly reflected in the confirmation.

Should you require additional information regarding the Special Meeting, you may contact the Solicitor toll-free at (833) 876-2476. In addition to solicitation by mail, certain officers and representatives of the Acquired Funds, officers and employees of Aquila or New York Life Investments 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.

What happens to my proxy once I submit it?

The Board has named Diana P. Herrmann and Anita Albano, or one or more substitutes designated by them, as proxies who are authorized to vote Acquired Fund shares as directed by shareholders.

Can I revoke my proxy after I submit it?

A shareholder may revoke their proxy at any time prior to its use by filing with the Aquila Kentucky Fund and/or the Aquila Narragansett Fund a written revocation or a duly executed proxy bearing a later date. In addition, any shareholder who attends the Special Meeting in person may vote by ballot at the Special Meeting, thereby canceling any proxy previously given.

How will my shares be voted?

If you follow the voting instructions, your proxies will vote your shares as you have directed. If you submit your executed proxy card but do not vote on the proposal, your proxies will vote on the proposal as recommended by the Board. If any other matter is properly presented at the Special Meeting, the persons named in the enclosed proxy card will vote your shares in accordance with their best judgment. At the time this Proxy Statement/Prospectus was printed, the Board knew of no matter that needed to be acted upon at the Special Meeting other than the proposal discussed in this Proxy Statement/Prospectus.

Quorum and Tabulation

A quorum of shareholders of an Acquired Fund is required to take action at the Special Meeting with respect to such Acquired Fund. The holders of outstanding shares of an Acquired Fund entitled to vote and present in person or by proxy representing one-third (33.33%) of the voting power of the Acquired Fund shall constitute a quorum of the Acquired Fund’s shareholders. Shareholders of each Acquired 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 for such Acquired Fund.

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.

Broker Non-Votes and Abstentions

If a shareholder abstains from voting as to any matter, then the shares represented by such abstention will be treated as shares that are present at the Special Meeting for purposes of determining the existence of a quorum. As such, all proxies voted, including abstentions, will be counted toward establishing a quorum. Broker-dealer firms holding shares of the Aquila Kentucky Fund and/or the Aquila Narragansett Fund in “street name” for the benefit of their customers and clients will request instructions of such clients on how to vote their shares before the Special Meeting. Under the rules of the New York Stock Exchange, broker-dealer firms may, for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The proposals are not “routine” matters under the rules of the New York Stock Exchange. If you do not give instructions to your broker, your broker will not be able to vote your shares with respect to the applicable proposal(s). We urge you to provide instructions to your broker or nominee so that your votes may be counted. Abstentions will have the effect of votes against a proposal. Ordinarily, broker non-votes, if any, would be counted as shares present and entitled to vote for purposes of determining whether a quorum is present, but would not be counted as a vote in favor of a proposal. However, because the proposals are considered non-routine, there are not expected to be any broker non-votes.

Can shareholders submit proposals for a future shareholder meeting?

The Acquired Funds are 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.

Why did my household only receive one copy of this Proxy Statement/Prospectus?

Only one copy of this Proxy Statement/Prospectus may be mailed to each household, even if more than one person in the household is a Fund shareholder of record, unless the Aquila Kentucky Fund and/or the Aquila Narragansett Fund has received contrary instructions from one or more of the household’s shareholders. If a shareholder needs an additional copy of this Proxy Statement/Prospectus, please call 800-437-1020 (toll-free) or 212-697-6666.

In order to help achieve the presence of a quorum at the Special Meeting, prompt execution and return of the enclosed proxy card is requested. A self-addressed postage paid envelope is enclosed for your convenience. You also may vote via telephone or via the Internet. Please follow the voting instructions as outlined on your proxy card.

APPENDIX A

The Form of Agreement and Plan of Reorganization has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Aquila Kentucky Fund or the Acquiring Fund. In addition, the Agreement and Plan of Reorganization may be revised from that shown here prior to its execution, and may be amended after its execution.

FORM OF

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (“Agreement”) is made as of [ ], 2024 by and between Aquila Municipal Trust, a Massachusetts business trust (“AMT”), on behalf of its series, the Aquila Churchill Tax-Free Fund of Kentucky (the “Acquired Fund”), and MainStay Funds Trust, a Delaware statutory trust (“MainStay Funds”), on behalf of its series, the MainStay MacKay Strategic Municipal Allocation Fund (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”). New York Life Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“New York Life Investments”), joins this Agreement solely for purposes of paragraphs 4.4 and 8.2; and Aquila Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“AIM”), joins this Agreement solely for purposes of paragraph 4.3.

This Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). The reorganization will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Class A, Class C, Class I and Class Z shares of beneficial interest of the Acquiring Fund (the “Acquiring Fund Shares”), the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, and the distribution, upon the Closing Date (as defined in paragraph 3.1), of the Acquiring Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, all upon the terms and conditions hereinafter set forth in this Agreement (the “Reorganization”).

The Board of Trustees of AMT has determined, with respect to the Acquired Fund, that (1) participation in the Reorganization is in the best interests of the Acquired Fund and its shareholders, and (2) the interests of the existing shareholders of the Acquired Fund would not be diluted as a result of the Reorganization. The Board of Trustees of MainStay Funds has determined, with respect to the Acquiring Fund, that (1) participation in the Reorganization is in the best interests of the Acquiring Fund and its shareholders, and (2) the interests of the existing shareholders of the Acquiring Fund would not be diluted as a result of the Reorganization.

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

ARTICLE I

THE REORGANIZATION AND FUND TRANSACTIONS

1.1. The Reorganization. Subject to the requisite approval of the Acquired Fund’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, at the Effective Time (as defined in paragraph 2.4), AMT shall assign, deliver and otherwise transfer the Assets (as defined in paragraph 1.2) of the Acquired Fund to MainStay Funds on behalf of the Acquiring Fund. In consideration of the foregoing, at the Effective Time, MainStay Funds shall, on behalf of the Acquiring Fund, deliver to AMT on behalf of the Acquired Fund, full and fractional Acquiring Fund Shares (to the third decimal place), and MainStay Funds shall assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund on behalf of the Acquiring Fund. The number of Acquiring Fund Shares to be delivered shall be determined as set forth in paragraph 2.3.

1.2. Assets of the Acquired Fund. The assets of the Acquired Fund to be transferred to the Acquiring Fund shall consist of all assets and property, including, without limitation, all cash, cash equivalents, securities, receivables (including securities, interests and dividends receivable), commodities and futures interests, rights to

A-1

register shares under applicable securities laws, all rights of the Acquired Fund, any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund at the Effective Time, books and records, any deferred tax benefit and any other property owned by the Acquired Fund at the Effective Time (collectively, the “Assets”). Notwithstanding the foregoing, copies of the applicable books and records may be retained as required by applicable law or as necessary for the Acquired Fund or AIM on behalf of the Acquired Fund to prepare and file tax returns pursuant to paragraph 5.13 of this Agreement.

1.3. Liabilities of the Acquired Fund. The Acquired Fund will use commercially reasonable efforts to discharge its known liabilities and obligations prior to the Effective Time, other than liabilities and obligations necessary or appropriate for the Acquired Fund’s normal investment operations that are incurred in the ordinary course of business consistent with past practice. The Acquiring Fund shall assume all liabilities, obligations and debts of the Acquired Fund, whether known or unknown, absolute or contingent, accrued or unaccrued, existing at the Effective Time, and whether or not specifically referred to in this Agreement (collectively, the “Liabilities”).

1.4. Distribution of Acquiring Fund Shares. At the Closing (as defined below) (or as soon thereafter as is reasonably practicable), AMT, on behalf of the Acquired Fund, will distribute the Acquiring Fund Shares received from MainStay Funds pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”) in complete liquidation of the Acquired Fund. Holders of Class A shares of the Acquired Fund will receive Class Z shares of the Acquiring Fund; holders of Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; holders of Class I shares of the Acquired Fund will receive Class A shares of the Acquiring Fund; and holders of Class Y shares of the Acquired Fund will receive Class I shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to each Acquired Fund Shareholder shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”) owned by that Acquired Fund Shareholder at the Effective Time. All issued and outstanding Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

1.5. Recorded Ownership of Acquiring Fund Shares. Ownership of Acquiring Fund Shares by the Acquired Fund Shareholders will be shown on the books of the Acquiring Fund’s transfer agent.

1.6. Filing Responsibilities of Acquired Fund. Except as otherwise expressly provided herein, any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund.

1.7. Termination of Acquired Fund. The Acquired Fund will have its affairs wound up and be terminated as a separate series of AMT in accordance with Massachusetts law as soon as practicable following the Closing and the making of the distributions pursuant to paragraph 1.4.

ARTICLE II

VALUATION

2.1. Net Asset Value of the Acquired Fund. In connection with the Reorganization, the net asset value of the Acquired Fund Shares shall be the net asset value computed as of the Effective Time, after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures adopted by the Board of Trustees of MainStay Funds, as described in the then-current prospectus and statement of additional information of the Acquiring Fund.

2.2. Net Asset Value of the Acquiring Fund. In connection with the Reorganization, the net asset value of the Acquiring Fund Shares shall be the net asset value per share computed with respect to the Acquired

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Fund Shares as of the Effective Date, using the valuation procedures adopted by the Board of Trustees of MainStay Funds, as described in the then-current prospectus and statement of additional information of the Acquiring Fund.

2.3. Calculation of Number of Acquiring Fund Shares. The number of Acquiring Fund Shares to be issued (including fractional shares to the third decimal place, if any) in connection with the Reorganization shall be determined with respect to each of Class A, Class C, Class I and Class Z shares by dividing the value of the Assets with respect to each such class of the Acquired Fund determined using the valuation procedures referred to in paragraph 2.1 by the net asset value of the Acquiring Fund Shares of the class to be received in the Reorganization determined in accordance with paragraph 2.2.

2.4. Effective Time. The Effective Time shall be the time at which the Funds calculate their net asset values as set forth in their respective prospectuses (normally the close of regular trading on the New York Stock Exchange (“NYSE”)) on the Closing Date (as defined in paragraph 3.1) or such other date and time as may be mutually agreed upon in writing by the parties hereto (the “Effective Time”).

ARTICLE III

CLOSING

3.1. Closing. The Reorganization, together with related acts necessary to consummate the same (“Closing”), shall occur at the principal office of New York Life Investments on or about [ ], 2024, or by facsimile, email or other communication, at such other place and/or on such other date as to which the parties may agree (the “Closing Date”). All acts taking place at the Closing shall be deemed to take place simultaneously as of the Effective Time.

3.2. Transfer and Delivery of Assets. AMT shall direct The Bank of New York Mellon (“BNYM”), as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer of BNYM stating that the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, shall be presented by BNYM, as custodian for the Acquired Fund, to those persons at JPMorgan Chase Bank, N.A. (“JPMorgan”), which serves as the custodian for the Acquiring Fund, who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, shall be made for examination no later than five (5) business days preceding the Effective Time, and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM shall deliver to those persons at JPMorgan who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to JPMorgan or as instructed by MainStay Funds by wire transfer of federal funds at the Effective Time.

3.3. Share Records. AMT shall direct BNY Mellon Investment Servicing (US) Inc. (“BNYM Servicing”), in its capacity as transfer agent for the Acquired Fund (the “Transfer Agent”), to deliver to MainStay Funds at the Closing a certificate of an authorized officer of BNYM Servicing stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each such Acquired Fund Shareholder immediately prior to the Closing. An officer of the Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund prior to the Effective Time a confirmation evidencing that the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund at the Effective Time, or provide other evidence reasonably satisfactory to the Acquired Fund as of the Effective Time that such Acquiring Fund Shares have been credited to the Acquired Fund’s accounts on the books of the Acquiring Fund.

3.4. Postponement of Effective Time. In the event that, at the Effective Time, (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an

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“Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) 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 AMT or the Board of Trustees of MainStay Funds, accurate appraisal of the value of the assets of the Acquired Fund or the Acquiring Fund, respectively, is impracticable, the Effective Time shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1. Representations and Warranties of AMT. Except as has been fully disclosed to the Acquiring Fund in a written instrument executed by an officer of AMT, AMT, on behalf of the Acquired Fund, represents and warrants to MainStay Funds, on behalf of the Acquiring Fund, as follows:

(a) The Acquired Fund is a duly established series of AMT, which is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under AMT’s Declaration of Trust and By-Laws, each as may have been amended from time to time, to own all of its properties and assets and to carry on its business as it is presently conducted.

(b) AMT is registered with the Commission as an open-end management investment company under the 1940 Act, and the registration of the Acquired Fund Shares under the Securities Act of 1933, as amended (the “1933 Act”), is in full force and effect.

(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by AMT, on behalf of the Acquired Fund, of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act, and such as may be required under state securities laws.

(d) The current prospectus, statement of additional information, shareholder reports, marketing and other related materials of the Acquired Fund and each prospectus and statement of additional information of the Acquired Fund used at all times 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) At the Effective Time, AMT, on behalf of the Acquired Fund, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for such Assets, MainStay Funds, on behalf of the Acquiring Fund, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act; provided, however, that certain Assets may be pledged against the Acquired Fund’s investment contracts, including options, futures, forward contracts and other similar instruments, in accordance with the terms of such contracts.

(f) AMT, on behalf of the Acquired Fund, is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of Massachusetts law or of its Declaration of Trust or By-Laws, or a material breach of any agreement, indenture, instrument, contract, lease or other undertaking to which AMT, on behalf of the Acquired Fund, is a party or by which it is bound, including the Acquired Fund’s investment advisory agreement with AIM, which has been properly approved pursuant to Section 15(c) of the 1940 Act, or (ii) the acceleration of any material obligation, or the imposition of any material penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which AMT, on behalf of the Acquired Fund, is a party or by which it is bound.

(g) All material contracts or other commitments of the Acquired Fund (other than this Agreement and certain investment contracts, including options, futures, forward contracts and other similar instruments and those contracts listed on Schedule 4.1) will terminate without liability or obligation to the Acquired Fund on or prior to the Effective Time.

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(h) No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to AMT’s knowledge, threatened against the Acquired Fund or any of its properties or assets that would reasonably be expected to materially and adversely affect the Acquired Fund’s financial condition or the conduct of its business. AMT, on behalf of the Acquired Fund, knows of no facts which might form the basis for the institution of such proceedings. AMT, on behalf of the Acquired Fund, is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects, or is expected to so affect, the Acquired Fund’s business or its ability to consummate the transactions herein contemplated.

(i) The financial statements, including the notes thereto, the Financial Highlights and the Schedule of Investments, of the Acquired Fund at [March 31, 2024] have been audited by Tait, Weller & Baker LLP, independent registered public accounting firm, and are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied, and such statements (copies of which have been furnished to the Acquiring Fund) present fairly, in all material respects, the financial condition of the Acquired Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein.

(j) Since [March 31, 2024], there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred. For the purposes of this subparagraph (j), a decline in net asset value per share of Acquired Fund Shares due to declines in market values of securities held by the Acquired Fund, the discharge of the Acquired Fund’s liabilities, or the redemption of the Acquired Fund’s shares by shareholders of the Acquired Fund shall not constitute a material adverse change.

(k) For each taxable year of the Acquired Fund’s operation (including the taxable year of the Acquired Fund ending with the Closing Date), the Acquired Fund met (or is expected to meet) the requirements of Subchapter M of Chapter 1 of the Code for qualification as a regulated investment company, was eligible to and has computed (or will compute) its federal income tax under Section 852 of the Code, and has (or will have) distributed substantially all of its investment company taxable income and net tax-exempt income (in each case, computed without regard to the dividends-paid deduction) and net capital gain (as defined in the Code) relating to the taxable year ending with the Closing Date and all previous taxable years.

(l) At the Effective Time, all federal, state, local and other tax returns, dividend reporting forms, and other tax-related reports of the Acquired Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all material federal, state, local and other taxes (whether or not shown as due on said returns and reports) shall have been paid or provision shall have been made for the payment thereof, and to the best of the knowledge of the Acquired Fund, no such return is currently under audit and no material assessment has been asserted with respect to such returns.

(m) All Acquired Fund Shares are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by AMT and have been offered and sold in compliance with applicable registration requirements of the 1933 Act and state securities laws of each state in which they have been offered and sold. All Acquired Fund Shares will, at the Effective Time, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Acquired Fund, as provided in paragraph 3.3. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund Shares, nor is there outstanding any security convertible into any Acquired Fund Shares.

(n) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Effective Time by all necessary action, if any, on the part of the Board of Trustees of AMT, on behalf of the Acquired Fund, and, subject to the approval of the shareholders of the Acquired Fund, this Agreement will constitute a valid and binding obligation of AMT, on behalf of the Acquired 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.

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(o) The information to be furnished by the Acquired Fund for use in registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority, Inc. (“FINRA”)) that may be necessary in connection with the transactions contemplated hereby, is or will be accurate and complete in all material respects and is or will comply in all material respects with federal securities and other laws and regulations applicable thereto.

(p) The Proxy Statement (as defined in paragraph 5.6), insofar as it relates to the Acquired Fund, from the date of the Proxy Statement through the date of the meeting of the shareholders of the Acquired Fund contemplated therein and at the Effective Time (i) does 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 materially misleading, and (ii) complies in all material respects with the provisions of the 1933 Act, if applicable, the 1934 Act, and the 1940 Act and the rules and regulations thereunder; provided, however, that the representations and warranties of this subparagraph (p) shall not apply to statements in or omissions from the Proxy Statement made in reliance upon and in conformity with information that was furnished by the Acquiring Fund or New York Life Investments for use therein.

(q) The Acquired Fund’s investment operations, from inception to the date of this Agreement, have been in compliance in all material respects with the investment policies and investment restrictions set forth in the prospectus and statement of additional information of the Acquired Fund, as in effect from time to time, except as disclosed in writing to MainStay Funds.

(r) The due diligence materials made available by AMT are true and correct in all material respects and contain no material misstatements or omissions as of the date hereof.

4.2. Representations and Warranties of MainStay Funds. Except as has been fully disclosed to the Acquired Fund in a written instrument executed by an officer of MainStay Funds, MainStay Funds, on behalf of the Acquiring Fund, represents and warrants to AMT, on behalf of the Acquired Fund, as follows:

(a) The Acquiring Fund is a duly established series of MainStay Funds, which is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with power under MainStay Funds’ Declaration of Trust and By-Laws, each as may have been amended from time to time, to own all of its properties and assets and to carry on its business as it is presently conducted.

(b) MainStay Funds is registered with the Commission as an open-end management investment company under the 1940 Act, and the registration of the Acquiring Fund Shares under the 1933 Act is in full force and effect.

(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by MainStay Funds, on behalf of the Acquiring Fund, of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws.

(d) At or prior to the Effective Time, MainStay Funds shall have on file with the Commission an effective prospectus and statement of additional information for the Acquiring Fund.

(e) The prospectus, statement of additional information, marketing and other related materials of the Acquiring Fund as of the Effective Date conform or will conform 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 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; provided, however, that the representations and warranties of this subparagraph (e) shall not apply to statements in or omissions from the materials described in this subparagraph (e) made in reliance upon and in conformity with information that was furnished by the Acquired Fund or AIM for use therein.

(f) At the Effective Time, MainStay Funds, on behalf of the Acquiring Fund, will have good and marketable title to the Acquiring Fund’s assets, free of any liens or other encumbrances, except those liens or

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encumbrances as to which the Acquired Fund has received notice and necessary documentation at or prior to the Closing.

(g) MainStay Funds, on behalf of 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 Delaware law or of its Declaration of Trust and By-Laws, or a material breach of any agreement, indenture, instrument, contract, lease or other undertaking to which MainStay Funds, on behalf of the Acquiring Fund, is a party or by which it is bound, or (ii) the acceleration of any material obligation, or the imposition of any material penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which MainStay Funds, on behalf of the Acquiring Fund, is a party or by which it is bound.

(h) No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to MainStay Funds’ knowledge, threatened against MainStay Funds or any of its properties or assets that would reasonably be expected to materially and adversely affect the Acquiring Fund’s financial condition or the conduct of its business. MainStay Funds, on behalf of the Acquiring Fund, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects, or is expected to so affect, the Acquiring Fund’s business or its ability to consummate the transactions herein contemplated.

(i) The financial statements, including the notes thereto, the Financial Highlights and the Schedule of Investments, of the Acquiring Fund at [October 31, 2023] have been audited by KPMG LLP, independent registered public accounting firm, and are in accordance with GAAP consistently applied, and such statements (copies of which have been furnished to the Acquired Fund) present fairly, in all material respects, the financial condition of the Acquiring Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Acquiring Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein.

(j) Since [October 31, 2023], there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. For the purposes of this subparagraph (i), a decline in net asset value per share of Acquiring Fund Shares due to declines in market values of securities held by the Acquiring Fund, the discharge of the Acquiring Fund’s liabilities, or the redemption of the Acquiring Fund’s shares by shareholders of the Acquiring Fund shall not constitute a material adverse change.

(k) For each taxable year of the Acquiring Fund’s operation and for the portion through the Closing Date of the taxable year of the Acquiring Fund that includes the Closing Date, the Acquiring Fund met (or is expected to meet) the requirements of Subchapter M of Chapter 1 of the Code for qualification as a regulated investment company, was eligible to and has computed (or will compute) its federal income tax under Section 852 of the Code, and has distributed (or will distribute) substantially all of its investment company taxable income and net tax-exempt income (in each case, computed without regard to the dividends-paid deduction) and net capital gain (as defined in the Code) relating to the taxable year ended [October 31, 2023] and all previous taxable years.

(l) At the Effective Time, all federal, state, local and other tax returns, dividend reporting forms, and other tax-related reports 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 correct in all material respects, and all material federal, state, local and other taxes (whether or not shown as due on said returns and reports) shall have been paid or provision shall have been made for the payment thereof, and to the best of the knowledge of the Acquiring Fund, no such return is currently under audit and no material assessment has been asserted with respect to such returns.

(m) All Acquiring Fund Shares are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by MainStay Funds and have been offered and sold in compliance with applicable registration requirements of the 1933 Act and state securities laws of each state in which they have been offered and sold. The Acquiring Fund does not have outstanding any options, warrants or other rights to

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subscribe for or purchase any of the Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares.

(n) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Effective Time by all necessary action, if any, on the part of the Board of Trustees of MainStay Funds, on behalf of the Acquiring Fund, and, subject to the approval of the shareholders of the Acquired Fund, this Agreement will constitute a valid and binding obligation of MainStay Funds, on behalf 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.

(o) The Acquiring Fund’s authorized capitalization will be as set forth in its prospectus and statement of additional information at the Effective Time and the Acquiring Fund Shares shall conform in all material respects to the description thereof contained in such prospectus and statement of additional information. The Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement, will at the Effective Time have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, will be fully paid and non-assessable by MainStay Funds, and will have been issued in every jurisdiction in compliance in all material respects with applicable registration requirements and applicable securities laws. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund Shares, nor is there outstanding any security convertible into any of the Acquiring Fund’s shares.

(p) The information to be furnished by the Acquiring Fund for use in registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory authority (including FINRA) that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto.

(q) The Proxy Statement (as defined in paragraph 5.6), insofar as it relates to the Acquiring Fund and the Acquiring Fund Shares, from the date of the Proxy Statement through the date of the meeting of the shareholders of the Acquired Fund contemplated therein and at the Effective Time (i) does 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 materially misleading, and (ii) complies in all material respects with the provisions of the 1933 Act, if applicable, the 1934 Act, and the 1940 Act and the rules and regulations thereunder; provided, however, that the representations and warranties of this subparagraph (q) shall not apply to statements in or omissions from the Proxy Statement made in reliance upon and in conformity with information that was furnished by the Acquired Fund or AIM for use therein.

(r) The Acquiring Fund’s investment advisory agreement with New York Life Investments, and the subadvisory agreement between New York Life Investments and MacKay Shields LLC, have been properly approved by both (1) the Board of Trustees of the MainStay Funds pursuant to Section 15(c) of the 1940 Act and (2) the initial shareholder of the Acquiring Fund pursuant to Section 15(a) of the 1940 Act.

4.3. Representations and Warranties of AIM.

AIM, on behalf of itself, represents and warrants the following as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

(a) AIM is a limited liability company duly formed and validly existing under the laws of the State of Delaware and has power to own all of its properties and assets and to carry out its obligations under this Agreement. AIM has all necessary federal, state and local authorizations to carry on its business as now being conducted.

(b) The execution, delivery and performance of this Agreement have been duly authorized by the appropriate governing body of AIM and by all other necessary limited liability company action on the part of AIM, and, subject to the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes the valid and binding obligation of AIM enforceable against AIM in accordance with its

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terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles.

(c) As of each of the effective date of the registration statement on Form N-14 of the Acquiring Fund, the date of the meeting of shareholders of the Acquired Fund and the Closing Date, the Proxy Statement (as defined in paragraph 5.6) and registration statement of the Acquiring Fund, including the documents contained or incorporated therein by reference, insofar as they relate to AIM, 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.

(d) The due diligence materials made available by AIM are true and correct in all material respects and contain no material misstatements or omissions as of the date hereof.

4.4.

Representations and Warranties of New York Life Investments.

New York Life Investments, on behalf of itself, represents and warrants the following as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

(a) New York Life Investments is a limited liability company duly formed and validly existing under the laws of the State of Delaware and has power to own all of its properties and assets and to carry out its obligations under this Agreement. New York Life Investments has all necessary federal, state and local authorizations to carry on its business as now being conducted.

(b) The execution, delivery and performance of this Agreement have been duly authorized by the appropriate governing body of New York Life Investments and by all other necessary limited liability company action on the part of New York Life Investments, and, subject to the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes the valid and binding obligation of New York Life Investments enforceable against New York Life Investments in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles.

(c) As of each of the effective date of the registration statement on Form N-14 of the Acquiring Fund, the date of the meeting of shareholders of the Acquired Fund and the Closing Date, the Proxy Statement (as defined in paragraph 5.6) and registration statement of the Acquiring Fund, including the documents contained or incorporated therein by reference, insofar as they relate to New York Life Investments, 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.

(d) The due diligence materials made available by New York Life Investments are true and correct in all material respects and contain no material misstatements or omissions, as of the date hereof.

ARTICLE V

COVENANTS AND AGREEMENTS

5.1. Conduct of Business. The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course consistent with past practice between the date hereof and the Effective Time, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable.

5.2. Meeting of Shareholders. AMT will call a meeting of the shareholders of the Acquired Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

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5.3. No Distribution of Acquiring Fund Shares. The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

5.4. Information. The Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund Shares.

5.5. Other Necessary Action. Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired 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.

5.6. Proxy Statement. The Acquired Fund will provide the Acquiring Fund with information regarding the Acquired Fund reasonably necessary for the preparation of a proxy statement/prospectus (the “Proxy Statement”) to be included in a registration statement on Form N-14 of the Acquiring Fund, in compliance with the 1933 Act, the 1934 Act and the 1940 Act, in connection with the meeting of the shareholders of the Acquired Fund to consider approval of this Agreement and the transactions contemplated herein.

5.7. Liquidating Distribution. As soon as is reasonably practicable after the Closing, the Acquired Fund will make a liquidating distribution to Acquired Fund Shareholders consisting of the Acquiring Fund Shares received at the Closing.

5.8. Best Efforts. The Acquiring Fund and the Acquired Fund shall each use their reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent set forth in Article VI to effect the transactions contemplated by this Agreement as promptly as practicable.

5.9. Other Instruments. AMT, on behalf of the Acquired Fund, and MainStay Funds, on behalf of the Acquiring Fund, each covenants that it will, from time to time, as and when reasonably requested by the other party, 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 other party may reasonably deem necessary or desirable in order to vest in and confirm (a) AMT’s, on behalf of the Acquired Fund, title to and possession of the Acquiring Fund Shares to be delivered hereunder, and (b) MainStay Funds’, on behalf of the Acquiring Fund, title to and possession of all the Assets. Each of AMT and MainStay Funds agrees to take actions and otherwise to carry out the intent and purpose of this Agreement.

5.10. Regulatory Approvals. 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 Effective Time.

5.11. Reorganization. The Acquired Fund and the Acquiring Fund agree to treat the Reorganization as a “reorganization” under Section 368(a)(1) of the Code and will file all tax returns consistent with such treatment. Neither the Acquired Fund nor the Acquiring Fund 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 that results in the failure of the transaction to qualify as a reorganization under Section 368(a)(1) of the Code).

5.12. Continued Insurance Coverage. AMT shall arrange for an insurance policy providing coverage for any claims related to the Acquired Fund in favor of the Board of Trustees and officers of AMT for any expenses, losses, claims, damages and liabilities relating to periods prior to the Closing upon such terms, including matters arising from conduct or omissions occuring prior to the Closing, as may be reasonably acceptable to the Board of Trustees of AMT.

5.13. Tax Filings. The Acquired Fund (or AIM on behalf of the Acquired Fund) shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to taxable years ending prior to or on the Closing Date and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. The Acquiring Fund (or New York Life Investments on behalf of the Acquiring Fund) shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquiring Fund with respect to taxable years ending after the Closing and further shall cause such tax returns to be duly filed with the appropriate taxing authorities.

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5.14. Compliance with Section 15(f) of the 1940 Act. (a) MainStay Funds agrees that for a period of three (3) years after the Closing Date, MainStay Funds will maintain the composition of its Board of Trustees so that at least 75% of the board members of MainStay Funds (or any successor) are not “interested persons” (as defined in the 1940 Act) of New York Life Investments or AIM; and (b) New York Life Investments agrees that for a period of two (2) years after the Closing Date, neither New York Life Investments 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.

ARTICLE VI

CONDITIONS PRECEDENT

6.1. Conditions Precedent to Obligations of Acquired Fund. The obligations of AMT, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMT’s election, to the following conditions:

(a) All representations and warranties of MainStay Funds, on behalf of the Acquiring 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 Effective Time, with the same force and effect as if made on and as of the Effective Time.

(b) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMT, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT shall reasonably request.

(c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act.

(d) MainStay Funds, on behalf of 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 MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time.

(e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3.

(f) AMT shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points:

(1) MainStay Funds has been duly organized and is 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;

(2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMT, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles;

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(3) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof;

(4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound;

(5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws;

(6) MainStay Funds 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 those of 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; and

(7) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.

6.2. Conditions Precedent to Obligations of Acquiring Fund. The obligations of MainStay Funds, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at MainStay Funds’ election, to the following conditions:

(a) All representations and warranties of AMT, on behalf of the Acquired 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 Effective Time, with the same force and effect as if made on and as of the Effective Time.

(b) AMT shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s Assets and Liabilities, as of the Effective Time, that is prepared in accordance with GAAP and certified by the Treasurer of AMT.

(c) AMT, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to MainStay Funds and dated as of the Effective Time, to the effect that the representations and warranties of AMT, on behalf of the Acquired Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as MainStay Funds shall reasonably request.

(d) AMT, on behalf of the Acquired 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 AMT, on behalf of the Acquired Fund, on or before the Effective Time.

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(f) The MainStay Funds shall have received on the Closing Date the opinion of Morgan, Lewis & Bockius, LLP, counsel to AMT, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, covering the following points:

(1) AMT has been duly organized and is validly existing and in good standing as a business trust under the laws of the Commonwealth of Massachusetts and has the trust power to own all of the Acquired Fund’s properties and assets and to carry on its business, including that of the Acquired Fund, as a registered investment company;

(2) AMT has the power and authority under its Declaration of Trust, its Bylaws and Massachusetts law to execute and deliver the Agreement and to consummate the transactions contemplated thereby;

(3) The Agreement has been duly authorized, executed and delivered by AMT, on behalf of the Acquired Fund, under Massachusetts law;

(4) Assuming due authorization, execution and delivery of the Agreement by MainStay Funds, New York Life Investments and AIM, the Agreement constitutes the valid and binding obligation of AMT, on behalf of the Acquired Fund, enforceable against AMT in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles;

(5) Neither the execution and delivery by AMT, on behalf of the Acquired Fund, of the Agreement nor the consummation by AMT of the transactions contemplated thereby: (i) materially violates AMT’s Declaration of Trust or By-Laws; or (ii) constitutes a material violation of, or a default under, any agreement listed in response to Item 28 of Part C of AMT’s registration statement on Form N-1A as of the date hereof to which AMT, on behalf of the Acquired Fund, is a party or by which it is bound;

(6) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required to be obtained by AMT in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws;

(7) AMT has filed a Notification of Registration pursuant to Section 8(a) of the 1940 Act (the “1940 Act Notification”) and, based solely on a review of the website of the SEC, no order of suspension or revocation of such 1940 Act Notification has been issued and no proceedings for any such purpose have been instituted or are pending with the SEC; and

(8) To the knowledge of such counsel there are no legal or governmental proceedings pending to which AMT is a party that are required to be disclosed in the Proxy Statement that are not so disclosed therein.

(g) The Acquired Fund shall have declared and paid a distribution or distributions on or prior to the Closing Date that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net tax-exempt income (in each case, computed without regard to the dividends-paid deduction) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year through its taxable year that ends on the Closing Date; and (ii) any undistributed investment company taxable income and net tax-exempt income (in each case, computed without regard to the dividends-paid deduction) and net realized capital gains from any period to the extent not otherwise already distributed.

6.3. Other Conditions Precedent. If any of the conditions set forth in this paragraph 6.3 have not been satisfied on or before the Effective Time, AMT, on behalf of the Acquired Fund, or MainStay Funds, on behalf of the Acquiring Fund, shall, at its option, not be required to complete the transactions contemplated by this Agreement.

(a) The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding Acquired Fund Shares in accordance with the provisions of

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AMT’s Declaration of Trust and By-Laws, applicable Massachusetts law and the 1940 Act and the regulations thereunder, and certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, AMT and MainStay Funds, on behalf of either the Acquired Fund or the Acquiring Fund, respectively, may not waive the conditions set forth in this paragraph 6.3(a).

(b) Each of the conditions to the Closing set forth in Section 7 of the Asset Purchase Agreement between New York Life Investments and AIM for the sale of assets related to the management of the Acquired Fund (hereinafter referred to as the “Purchase Agreement”) have been satisfied or waived by the relevant party, including, unless waived by New York Life Investments, the assets under management with respect to the Partial Closing Fund(s) (as defined in the Purchase Agreement) for which requisite approvals have been received must be greater than $1 billion in the aggregate on the closing date of the Fund Reorganization Transactions (as defined in the Purchase Agreement) or such Partial Closing (as defined in the Purchase Agreement) in the case of a Partial Closing . Notwithstanding any other provision in this Agreement, New York Life Investments may waive the conditions set forth in this paragraph 6.3(b).

(c) At the Effective Time, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the Reorganization contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit or other proceeding shall be pending or, to the knowledge of AMT or MainStay Funds, 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.

(d) All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by AMT and MainStay Funds 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 involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions.

(e) The Proxy 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.

(f) AMT and the MainStay Funds shall have received an opinion of Dechert LLP as to federal income tax matters substantially to the effect that, based on the facts, representations, assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes:

(1) The transfer by the Acquired Fund of all of its Assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Liabilities of the Acquired Fund, followed by the distribution of such shares to the Acquired Fund Shareholders in complete liquidation of the Acquired Fund, will constitute a reorganization under Section 368(a)(1) of the Code and the Acquired Fund and the Acquiring Fund will each be “a party to a reorganization” within the meaning of Section 368(b) of the Code.

(2) No gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund’s Assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Acquired Fund’s Liabilities, or upon the distribution (whether actual or constructive) by the Acquired Fund of such Acquiring Fund Shares to the Acquired Fund Shareholders in liquidation, except that the Acquired Fund may be required to recognize gain or loss with respect to: (A) contracts described in Section 1256(b) of the Code; (B) stock in a passive foreign investment company, as defined in Section 1297(a) of the Code; or (C) any other gain or loss required to be recognized upon the termination of a position, or upon the transfer of such asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code.

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(3) No gain or loss will be recognized by the Acquiring Fund upon the receipt of the Acquired Fund’s Assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Acquired Fund’s Liabilities.

(4) No gain or loss will be recognized by the Acquired Fund Shareholders upon the distribution to them by the Acquired Fund of the Acquiring Fund Shares solely in exchange for their Acquired Fund Shares as part of the Reorganization.

(5) The basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder in the Reorganization will be the same as the basis of the shareholder’s Acquired Fund Shares exchanged therefor.

(6) The basis of the Acquired Fund’s Assets received by the Acquiring Fund in the Reorganization will be the same as the basis of the Acquired Fund’s Assets in the hands of the Acquired Fund immediately prior to the transfer, adjusted for any gain or loss required to be recognized in paragraph (2) above.

(7) The holding period for the Acquiring Fund Shares received by each Acquired Fund Shareholder in the Reorganization will include the period for which the shareholder held the Acquired Fund Shares exchanged therefor, provided that the shareholder held such Acquired Fund Shares as a capital asset at the time of the exchange.

(8) The holding period of the Acquired Fund’s Assets in the hands of the Acquiring Fund will include the period for which the Acquired Fund’s Assets were held by the Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an Asset and except for any asset with respect to which gain or loss is required to be recognized as described in paragraph (2) above).

(9) The Acquiring Fund will succeed to and take into account those tax attributes of the Acquired Fund that are described in Section 381(c) of the Code, subject to the conditions and limitations specified in the Code, the regulations thereunder, and existing court decisions and published interpretations of the Code and regulations.

The delivery of such opinion is conditioned upon receipt by Dechert LLP of representations requested of AMT and Mainstay Funds on behalf of the Acquired Fund and the Acquiring Fund, respectively. Notwithstanding anything herein to the contrary, neither party may waive the condition set forth in this paragraph 6.3(f).

(g) BNYM shall have delivered such certificates or other documents as set forth in paragraph 3.2.

(h) The Transfer Agent shall have delivered to MainStay Funds a certificate of its authorized officer as set forth in paragraph 3.3.

(i) The Acquiring Fund shall have issued and delivered to the Secretary of the Acquired Fund the confirmation as set forth in paragraph 3.3.

(j) Each party shall have delivered to the other such bills of sale, checks, assignments, receipts or other documents as reasonably requested by such other party or its counsel.

(k) AMT shall have obtained the insurance policy as set forth in paragraph 5.12 of this Agreement.

ARTICLE VII

INDEMNIFICATION AND LIABILITIES

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7.1. Indemnification by MainStay Funds. MainStay Funds, solely out of the Acquiring Fund’s assets and property, agrees to indemnify and hold harmless AMT, the Acquired Fund, and their trustees, officers, employees and agents (the “AMT Indemnified Parties”) 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 the AMT Indemnified Parties 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 material breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement, provided that this indemnification shall not apply to the extent such loss, claim, damage, liability or expense (or actions with respect thereto) shall be due to any negligent, intentional or fraudulent act, omission or error of the Acquired Fund, or the AMT Indemnified Parties.

7.2. Indemnification by AMT. AMT, solely out of the Acquired Fund’s assets and property, agrees to indemnify and hold harmless MainStay Funds, the Acquiring Fund, and their trustees, officers, employees and agents (the “MainStay Indemnified Parties”) 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 the MainStay Indemnified Parties 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 material breach by the Acquired Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement, provided that this indemnification shall not apply to the extent such loss, claim, damage, liability or expense (or actions with respect thereto) shall be due to any negligent, intentional or fraudulent act, omission or error of the Acquiring Fund, or the MainStay Indemnified Parties.

7.3. Liability of AMT. The Declaration of Trust of AMT is on file with the Secretary of the Commonwealth of Massachusetts. MainStay Funds understands and agrees that the obligations of AMT on behalf of the Acquired Fund under this Agreement shall not be binding upon any trustee, shareholder, nominee, officer, agent or employee of AMT on behalf of AMT personally, but shall bind only AMT on behalf of the Acquired Fund and the Acquired Fund’s property. Moreover, no series of AMT other than the Acquired Fund shall be responsible for the obligations of AMT hereunder, and all persons shall look only to the assets of the Acquired Fund to satisfy the obligations of the Acquired Fund hereunder. MainStay Funds represents that it is on notice of the provisions of the Declaration of Trust of AMT disclaiming shareholder and trustee liability for acts or obligations of the Acquired Fund. This Agreement has been signed and delivered on behalf of AMT, on behalf of the Acquired Fund, by an authorized officer of AMT, and such execution and delivery by such officer shall not be deemed to have been made by such officer individually or to impose any liability on such officer, the trustees or the shareholders personally, but shall bind only the Acquired Fund as provided in AMT’s Declaration of Trust.

7.4. Liability of MainStay Funds. AMT understands and agrees that the obligations of MainStay Funds on behalf of the Acquiring Fund under this Agreement shall not be binding upon any trustee, shareholder, nominee, officer, agent or employee of MainStay Funds on behalf of MainStay Funds personally, but shall bind only MainStay Funds on behalf of the Acquiring Fund and the Acquiring Fund’s property. Moreover, no series of MainStay Funds other than the Acquiring Fund shall be responsible for the obligations of MainStay Funds hereunder, and all persons shall look only to the assets of the Acquiring Fund to satisfy the obligations of the Acquiring Fund hereunder. AMT represents that it is on notice of the provisions of the Declaration of Trust of MainStay Funds disclaiming shareholder and trustee liability for acts or obligations of the Acquiring Fund. This Agreement has been signed and delivered on behalf of MainStay Funds, on behalf of the Acquiring Fund, by an authorized officer of MainStay Funds, and such execution and delivery by such officer shall not be deemed to have been made by such officer individually or to impose any liability on such officer, the trustees or the shareholders personally, but shall bind only the Acquiring Fund as provided in MainStay Fund’s Declaration of Trust.

ARTICLE VIII

BROKERAGE FEES AND EXPENSES

8.1. No Broker or Finder Fees. AMT and MainStay Funds, on behalf of the Acquired Fund and the Acquiring Fund, respectively, 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.

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8.2. Expenses of Reorganization. The expenses relating to the proposed Reorganization will be borne by New York Life Investments. The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, if any, preparation of the registration statement, printing and distributing the Proxy Statement, legal fees, accounting fees, securities registration fees, proxy solicitation expenses and expenses of holding shareholders’ meetings.

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ARTICLE IX

AMENDMENTS AND TERMINATION

9.1. Amendments. This Agreement may be amended, modified or supplemented in such mutually agreeable manner as may be deemed necessary or advisable by the authorized officers of AMT or MainStay Funds, on behalf of either the Acquired Fund or the Acquiring Fund, respectively; provided, however, that following the approval of this Agreement by the shareholders of the Acquired Fund, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to the Acquired Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.

9.2. Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the Board of Trustees of AMT or the Board of Trustees of MainStay Funds, on behalf of the Acquired Fund or the Acquiring Fund, respectively, at any time prior to the Effective Time, if circumstances should develop that, in the opinion of such Board of Trustees, make proceeding with the Agreement inadvisable.

ARTICLE X

NOTICES

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by electronic delivery (i.e., e-mail) personal service or prepaid or certified mail addressed as follows:

If to AMT:

Aquila Investment Management LLC

120 West 45^th Street, Suite 3600

New York, New York, 10036

Attn.: Diana P. Herrmann

Telephone: 212-697-6666

Email: dherrmann@aquilafunds.com

With copies to (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP

One Federal Street

Boston, MA 02110

Attn.: Toby R. Serkin, Esq.

Telephone No.: (617) 951-8760

Email: toby.serkin@morganlewis.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

If to MainStay Funds:

MainStay Funds Trust c/o New York Life Investment Management LLC

30 Hudson Street

Jersey City, NJ 07302

Attention: J. Kevin Gao, Esq.

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Telephone No.: (973) 394-4450

Email: kevin_gao@nylim.com

With a copy (which shall not constitute notice) to:

Dechert LLP

1900 K Street, NW

Washington, DC 20006

Attn.: Thomas C. Bogle, Esq.

Telephone No.: (202) 261-3360

Email: thomas.bogle@dechert.com

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ARTICLE XI

MISCELLANEOUS

11.1. Entire Agreement. MainStay Funds and AMT agree that they have not made any representation, warranty or covenant, on behalf of either the Acquiring Fund or the Acquired Fund, respectively, not set forth herein, and that this Agreement constitutes the entire agreement between the parties.

11.2. Survival. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder except paragraphs 3.2, 4.3, 4.4, 5.5, 5.7, 5.10 and 5.12 and articles 7, 8, 10, and 11. Additionally, the covenants to be performed after the Closing shall survive after the Closing.

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

11.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.

11.5. Assignment. 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 party. 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.

11.6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all taken together shall constitute one agreement.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the day , 2024.


MAINSTAY FUNDS TRUST on behalf of its series, MainStay MacKay Strategic Municipal Allocation Fund				AQUILA MUNICIPAL TRUST on behalf of its series, Aquila Churchill Tax-Free Fund of Kentucky

By:				By:

Name: Kirk C. Lehneis				Name: Diana P. Herrmann

Title: President				Title: President

Solely for purposes of paragraphs 4.4, 5.13, 5.14(b) and 8.2

NEW YORK LIFE INVESTMENT

MANAGEMENT LLC

By:

Name: Kirk C. Lehneis

Title: Senior Managing Director

Solely for purposes of paragraphs 4.3 and 5.13

AQUILA INVESTMENT MANAGEMENT LLC

By:

Name: Diana P. Herrmann

Title: President and Chief Executive Officer

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APPENDIX B

The Form of Agreement and Plan of Reorganization has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Aquila Narragansett Fund or the Acquiring Fund. In addition, the Agreement and Plan of Reorganization may be revised from that shown here prior to its execution, and may be amended after its execution.

FORM OF

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (“Agreement”) is made as of [ ], 2024 by and between Aquila Municipal Trust, a Massachusetts business trust (“AMT”), on behalf of its series, the Aquila Narragansett Tax-Free Income Fund (the “Acquired Fund”), and MainStay Funds Trust, a Delaware statutory trust (“MainStay Funds”), on behalf of its series, the MainStay MacKay Strategic Municipal Allocation Fund (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”). New York Life Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“New York Life Investments”), joins this Agreement solely for purposes of paragraphs 4.4 and 8.2; and Aquila Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“AIM”), joins this Agreement solely for purposes of paragraph 4.3.

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

ARTICLE I

THE REORGANIZATION AND FUND TRANSACTIONS

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shown as an asset on the books of the Acquired Fund at the Effective Time, books and records, any deferred tax benefit and any other property owned by the Acquired Fund at the Effective Time (collectively, the “Assets”). Notwithstanding the foregoing, copies of the applicable books and records may be retained as required by applicable law or as necessary for the Acquired Fund or AIM on behalf of the Acquired Fund to prepare and file tax returns pursuant to paragraph 5.13 of this Agreement.

1.5. Recorded Ownership of Acquiring Fund Shares. Ownership of Acquiring Fund Shares by the Acquired Fund Shareholders will be shown on the books of the Acquiring Fund’s transfer agent.

ARTICLE II

VALUATION

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ARTICLE III

CLOSING

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

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(r) The due diligence materials made available by AMT are true and correct in all material respects and contain no material misstatements or omissions as of the date hereof.

(d) At or prior to the Effective Time, MainStay Funds shall have on file with the Commission an effective prospectus and statement of additional information for the Acquiring Fund.

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encumbrances as to which the Acquired Fund has received notice and necessary documentation at or prior to the Closing.

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subscribe for or purchase any of the Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares.

(n) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Effective Time by all necessary action, if any, on the part of the Board of Trustees of MainStay Funds, on behalf of the Acquiring Fund, and, subject to the approval of the shareholders of the Acquired Fund, this Agreement will constitute a valid and binding obligation of MainStay Funds, on behalf 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.

4.3. Representations and Warranties of AIM.

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terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles.

(d) The due diligence materials made available by AIM are true and correct in all material respects and contain no material misstatements or omissions as of the date hereof.

4.4.

Representations and Warranties of New York Life Investments.

(c) As of each of the effective date of the registration statement on Form N-14 of the Acquiring Fund, the date of the meeting of shareholders of the Acquired Fund and the Closing Date, the Proxy Statement (as defined in paragraph 5.6) and registration statement of the Acquiring Fund, including the documents contained or incorporated therein by reference, insofar as they relate to New York Life Investments, 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.

(d) The due diligence materials made available by New York Life Investments are true and correct in all material respects and contain no material misstatements or omissions, as of the date hereof.

ARTICLE V

COVENANTS AND AGREEMENTS

B-9

B-10

ARTICLE VI

CONDITIONS PRECEDENT

B-11

B-12

(2) AMT has the power and authority under its Declaration of Trust, its Bylaws and Massachusetts law to execute and deliver the Agreement and to consummate the transactions contemplated thereby;

(3) The Agreement has been duly authorized, executed and delivered by AMT, on behalf of the Acquired Fund, under Massachusetts law;

(a) The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding Acquired Fund Shares in accordance with the provisions of

B-13

B-14

(g) BNYM shall have delivered such certificates or other documents as set forth in paragraph 3.2.

(h) The Transfer Agent shall have delivered to MainStay Funds a certificate of its authorized officer as set forth in paragraph 3.3.

(i) The Acquiring Fund shall have issued and delivered to the Secretary of the Acquired Fund the confirmation as set forth in paragraph 3.3.

(j) Each party shall have delivered to the other such bills of sale, checks, assignments, receipts or other documents as reasonably requested by such other party or its counsel.

(k) AMT shall have obtained the insurance policy as set forth in paragraph 5.12 of this Agreement.

ARTICLE VII

INDEMNIFICATION AND LIABILITIES

B-15

ARTICLE VIII

BROKERAGE FEES AND EXPENSES

B-16

B-17

ARTICLE IX

AMENDMENTS AND TERMINATION

ARTICLE X

NOTICES

If to AMT:

Aquila Investment Management LLC

120 West 45^th Street, Suite 3600

New York, New York, 10036

Attn.: Diana P. Herrmann

Telephone: 212-697-6666

Email: dherrmann@aquilafunds.com

With copies to (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP

One Federal Street

Boston, MA 02110

Attn.: Toby R. Serkin, Esq.

Telephone No.: (617) 951-8760

Email: toby.serkin@morganlewis.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

If to MainStay Funds:

MainStay Funds Trust c/o New York Life Investment Management LLC

30 Hudson Street

Jersey City, NJ 07302

Attention: J. Kevin Gao, Esq.

B-18

Telephone No.: (973) 394-4450

Email: kevin_gao@nylim.com

With a copy (which shall not constitute notice) to:

Dechert LLP

1900 K Street, NW

Washington, DC 20006

Attn.: Thomas C. Bogle, Esq.

Telephone No.: (202) 261-3360

Email: thomas.bogle@dechert.com

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ARTICLE XI

MISCELLANEOUS

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

11.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.

11.6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all taken together shall constitute one agreement.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the day , 2024.


MAINSTAY FUNDS TRUST on behalf of its series, MainStay MacKay Strategic Municipal Allocation Fund				AQUILA MUNICIPAL TRUST on behalf of its series, Aquila Narragansett Tax-Free Income Fund

By:				By:


Name: Kirk C. Lehneis				Name: Diana P. Herrmann

Title: President				Title: President

Solely for purposes of paragraphs 4.4, 5.13, 5.14(b) and 8.2

NEW YORK LIFE INVESTMENT

MANAGEMENT LLC

By:

Name: Kirk C. Lehneis

Title: Senior Managing Director

Solely for purposes of paragraphs 4.3 and 5.13

AQUILA INVESTMENT MANAGEMENT LLC

By:

Name: Diana P. Herrmann

Title: President and Chief Executive Officer

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APPENDIX C

PRINCIPAL RISKS OF THE ACQUIRED FUNDS

The following summarizes the principal risks that are applicable to the Aquila Kentucky Fund and the Aquila Narragansett Fund.

Market Risk. The market prices of securities or other assets held by the Fund may go up or down, sometimes rapidly or unpredictably, due to general market conditions, such as real or perceived adverse economic, political, or regulatory conditions, political instability, recessions, inflation, changes in interest or currency rates, lack of liquidity in the bond markets, the spread of infectious illness or other public health issues, armed conflict, market disruptions caused by tariffs, trade disputes, sanctions or other government actions, or other factors or adverse investor sentiment. When market prices fall, the value of your investment will likely go down. A change in financial condition or other event affecting a single issuer or market may adversely impact securities markets as a whole.

In the past decade, financial markets throughout the world have experienced increased volatility, depressed valuations, decreased liquidity and heightened uncertainty. Governmental and non-governmental issuers have defaulted on, or been forced to restructure, their debts. These conditions may continue, recur, worsen or spread. Events that have contributed to these market conditions include, but are not limited to, major cybersecurity events; geopolitical events (including wars, terror attacks and economic sanctions); global pandemics; measures to address budget deficits; downgrades of sovereign debt; changes in oil and commodity prices; dramatic changes in currency exchange rates; and public sentiment. The fallout from the COVID-19 pandemic and subsequent variants of COVID-19, and the long-term impact on economies, markets, industries and individual issuers, are not known. Some sectors of the economy and individual issuers have experienced or may experience particularly large losses. Periods of extreme volatility in the financial markets; reduced liquidity of many instruments; and disruptions to supply chains, consumer demand and employee availability, may continue for some time.

Recently, inflation and interest rates have increased and may rise further. These circumstances could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance. Following Russia’s invasion of Ukraine, Russian securities have lost all, or nearly all, their market value. Other securities or markets could be similarly affected by past or future political, geopolitical or other events or conditions.

Governments and central banks, including the U.S. Federal Reserve, have taken extraordinary and unprecedented actions to support local and global economies and the financial markets. These actions have resulted in significant expansion of public debt, including in the U.S. The consequences of high public debt, including its future impact on the economy and securities markets, may not be known for some time. U.S. Federal Reserve or other U.S. or non-U.S. governmental or central bank actions, including increases or decreases in interest rates, or contrary actions by different governments, could negatively affect financial markets generally, increase market volatility and reduce the value and liquidity of securities in which the Fund invests.

Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, armed conflict including Russia’s military invasion of Ukraine, terrorism, natural disasters, infectious illness or public health issues, cybersecurity events, supply chain disruptions, sanctions against Russia, other nations or individuals or companies and possible countermeasures, and other circumstances in one country or region could have profound impacts on other countries or regions and on global economies or markets. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries or regions directly affected, the value and liquidity of the Fund’s investments may be negatively affected. The Fund may experience a substantial or complete loss on any security or investment.

Interest Rate Risk. The market prices of the Fund’s fixed income securities may fluctuate significantly when interest rates change. The value of your investment will generally go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or longer duration securities. In recent years, interest rates and credit spreads in the U.S. have been at historic lows. The U.S. Federal Reserve has raised certain interest rates, and interest rates may continue to go up. A general rise in interest rates could adversely affect the price and liquidity of fixed income securities and could also result in increased redemptions from the Fund. The maturity of a security may be significantly longer than its effective duration. A security’s maturity and other features may be more relevant than its

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effective duration in determining the security’s sensitivity to other factors such as changes in credit quality or in the yield premium that the market may establish for certain types of securities (sometimes called “credit spread”). In general, the longer its maturity the more a security may be susceptible to these factors. When the credit spread for a fixed income security goes up, or “widens,” the value of the security will generally go down.

Credit Risk. If an issuer or obligor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults or is downgraded, or is perceived to be less creditworthy, or if the value of the assets underlying a security declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. Securities in the lowest category of investment grade (i.e., BBB/Baa) may be considered to have speculative characteristics.

Rating Agency Risk. Investment grade debt securities may be downgraded by a major rating agency to below investment grade status, which would increase the risk of holding these securities. In addition, a rating may become stale in that it fails to reflect changes to an issuer’s financial condition. Ratings represent the rating agency’s opinion regarding the quality of the security and are not a guarantee of quality. Rating agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.

Tax Risk. The income on the Fund’s Rhode Island Obligations and other municipal obligations could become subject to Federal and/or state income taxes due to noncompliant conduct by issuers, unfavorable legislation or litigation, or adverse interpretations by regulatory authorities.

Liquidity Risk. The Fund may make investments that are illiquid or become illiquid after purchase. Illiquid assets may also be difficult to value. Liquidity risk may be magnified in an environment of rising interest rates or widening credit spreads. If the Fund is forced to sell an illiquid security to meet redemption requests or other cash needs, the Fund may be forced to sell the security at a substantial loss or may not be able to sell at all. The Fund may not receive its proceeds from the sale of certain securities for an extended period (for example, several weeks or even longer). In extreme cases, this may constrain the Fund’s ability to meet its obligations (including obligations to redeeming shareholders).

Prepayment or Call Risk. Many issuers have a right to prepay their securities. If interest rates fall, an issuer may exercise this right. If this happens, the Fund will not benefit from the rise in the market price of the securities that normally accompanies a decline in interest rates, and will be forced to reinvest prepayment proceeds at a time when yields on securities available in the market are lower than the yield on prepaid securities. The Fund may also lose any premium it paid on prepaid securities.

Extension Risk. During periods of rising interest rates, repayments of fixed income securities may occur more slowly than anticipated by the market. This may drive the prices of these securities down even more because their interest rates are lower than the current interest rate and they remain outstanding longer.

Portfolio Selection Risk. The value of your investment may decrease if the Sub-Adviser’s judgment about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, or about market movements, interest rates or other market factors, is incorrect.

Valuation Risk. Nearly all of the Fund’s investments are valued using a fair value methodology. The sales price the Fund could receive for any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets. These differences may increase significantly and affect Fund investments more broadly during periods of market volatility. Investors who purchase or redeem Fund shares may receive fewer or more shares or lower or higher redemption proceeds than they would have received if the securities had not been fair-valued securities or if a different valuation methodology has been used. The Fund’s ability to value its investments may be impacted by technological issues and/or errors by pricing services or other third party service providers.

Redemption Risk. The Fund may experience heavy redemptions that could cause the Fund to liquidate its assets at inopportune times or at a loss or depressed value or accelerate taxable gains or transaction costs, which could cause the value of your investment to decline.

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Cybersecurity Risk. Cybersecurity failures by and breaches of the Fund’s Manager, Sub-Adviser, Transfer Agent, Custodian, Distributor or other service providers may disrupt Fund operations, interfere with the Fund’s ability to calculate its NAV, prevent Fund shareholders from purchasing, redeeming or exchanging shares or receiving distributions or receiving timely information regarding the Fund or their investment in the Fund, cause loss of or unauthorized access to private shareholder information, or result in financial losses to the Fund and its shareholders, regulatory fines, penalties, reputational damage, or additional compliance costs.

Non-Diversification Risk. The Fund is classified as a “non-diversified” investment company under the 1940 Act. Thus, compared with “diversified” funds, it may invest a greater percentage of its assets in obligations of a small number of issuers. In general, the more the Fund invests in the securities of specific issuers or issues of a similar project type, the more the Fund is exposed to risks associated with investments in those issuers or types of projects. Also, the Fund may be more risky than a more geographically diverse fund.

The following summarizes the principal risks that are applicable to the Aquila Kentucky Fund only.

Risks Associated with Investments in Kentucky and Other Municipal Obligations. The Fund may be affected significantly by adverse economic, political or other events affecting Kentucky and other municipal issuers in which the Fund may invest. The strength of the Kentucky economy will be affected by, among other factors, employment growth and energy production, including the market for Kentucky coal, monetary and trade policies, the strength of the global economy, geopolitical risks, and business and consumer uncertainty related to these issues. The long-term impact of the COVID-19 pandemic and subsequent variants of COVID-19 is uncertain. The market for Kentucky coal and losses in mining-related jobs continue to be areas of concern. Municipal issuers may be adversely affected by rising health care costs, unfunded pension liabilities, and by the phasing out of federal programs providing financial support. Kentucky has significant long-term liabilities. In particular, Kentucky’s retirement systems are significantly underfunded. Unfavorable conditions and developments relating to projects financed with municipal securities can result in lower revenues to issuers of municipal securities, potentially resulting in defaults. Issuers often depend on revenues from these projects to make principal and interest payments. The value of municipal securities also can be adversely affected by changes in the financial condition of one or more individual municipal issuers or insurers of municipal issuers, regulatory and political developments, tax law changes or other legislative actions, and by uncertainties and public perceptions concerning these and other factors. Municipal securities may be more susceptible to downgrades or defaults during recessions or similar periods of economic stress. Financial difficulties of municipal issuers may continue or get worse.

The following summarizes the principal risks that are applicable to the Aquila Narragansett Fund only.

Risks Associated with Investments in Rhode Island and Other Municipal Obligations. The Fund may be affected significantly by adverse economic, political or other events affecting Rhode Island and other municipal issuers in which the Fund may invest. Municipal issuers may be adversely affected by rising health care costs, unfunded pension liabilities, and by the phasing out of federal programs providing financial support. A number of municipalities in Rhode Island have experienced financial difficulties. The strength of the Rhode Island economy also will be affected by federal fiscal, monetary and trade policies, the strength of the global economy, geopolitical risks, and business and consumer uncertainty related to these issues. The long-term impact of the COVID-19 pandemic and subsequent variants of COVID-19 is uncertain. Rhode Island’s retirement systems are underfunded. Unfavorable conditions and developments relating to projects financed with municipal securities can result in lower revenues to issuers of municipal securities, potentially resulting in defaults. Issuers often depend on revenues from these projects to make principal and interest payments. The value of municipal securities also can be adversely affected by changes in the financial condition of one or more individual municipal issuers or insurers of municipal issuers, regulatory and political developments, tax law changes or other legislative actions, and by uncertainties and public perceptions concerning these and other factors. Municipal securities may be more susceptible to downgrades or defaults during recessions or similar periods of economic stress. Financial difficulties of municipal issuers may continue or get worse.

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APPENDIX D

SHAREHOLDER GUIDE OF THE ACQUIRING FUND

Shareholder Guide

The following pages are intended to provide information regarding how to buy and sell shares of the MainStay Funds and certain other information designed to help you understand the costs and certain other considerations associated with buying, holding and selling your MainStay Fund investments. Not all of the MainStay Funds discussed below are offered in this Prospectus. Furthermore, certain share classes are not available for all MainStay Funds or to all investors and may be offered through a separate prospectus.

The information described in this Shareholder Guide is available free of charge by calling toll-free 800-624-6782 or by visiting our website at newyorklifeinvestments.com. The information contained in or otherwise accessible through the MainStay website does not form part of this Prospectus. For additional details, please contact your financial adviser or the MainStay Funds free of charge by calling toll-free 800-624-6782.

Please note that shares of the MainStay Funds are generally not available for purchase by foreign investors, except to certain qualified investors. The MainStay Funds reserve the right to: (i) pay dividends from net investment income and distributions from net capital gains in a check mailed to any investor who becomes a non-U.S. resident; (ii) redeem shares and close the account of an investor who becomes a non-U.S. resident; and (iii) redeem shares and close the account of an investor in the case of actual or suspected threatening conduct or actual or suspected fraudulent, suspicious or illegal activity by that investor or any other individual associated with that account.

SIMPLE IRA Plan accounts and certain other retirement plan accounts may not be eligible to invest in certain MainStay Funds.

The following terms are used in this Shareholder Guide:

•

“MainStay Asset Allocation Funds” collectively refers to the MainStay Conservative Allocation Fund, MainStay Equity Allocation Fund, MainStay Growth Allocation Fund and MainStay Moderate Allocation Fund.

•

“MainStay Epoch Funds” collectively refers to the MainStay Epoch Capital Growth Fund, MainStay Epoch U.S. Equity Yield Fund and MainStay Epoch Global Equity Yield Fund.

•

“MainStay ETF Asset Allocation Funds” collectively refers to the MainStay Conservative ETF Allocation Fund, MainStay Equity ETF Allocation Fund, MainStay Growth ETF Allocation Fund and MainStay Moderate ETF Allocation Fund.

•

“MainStay Funds” collectively refers to each mutual fund managed by New York Life Investment Management LLC.

•

“MainStay International/Global Equity Funds” collectively refers to the MainStay Candriam Emerging Markets Equity Fund, MainStay CBRE Global Infrastructure Fund, MainStay Epoch Capital Growth Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Choice Fund, MainStay PineStone Global Equity Fund, MainStay PineStone International Equity Fund and MainStay WMC International Research Equity Fund.

•

“MainStay Mixed Asset Funds” collectively refers to the MainStay Balanced Fund, MainStay Income Builder Fund and MainStay MacKay Convertible Fund.

•

“MainStay Tax-Exempt Funds” collectively refers to the MainStay MacKay Arizona Muni Fund, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay Colorado Muni Fund, MainStay MacKay High Yield Municipal Bond Fund, MainStay MacKay New York Tax Free Opportunities Fund, MainStay MacKay Oregon Muni Fund, MainStay MacKay Short Term Municipal Fund, MainStay MacKay Strategic Municipal Allocation Fund, MainStay MacKay Tax Free Bond Fund and MainStay MacKay Utah Muni Fund.

•

“MainStay Taxable Bond Funds” collectively refers to the MainStay Candriam Emerging Markets Debt Fund, MainStay Floating Rate Fund, MainStay MacKay High Yield Corporate Bond Fund, MainStay MacKay Short Duration High Income Fund, MainStay MacKay Strategic Bond Fund, MainStay MacKay Total Return Bond Fund, MainStay MacKay U.S.

D-1

Infrastructure Bond Fund, MainStay Money Market Fund and MainStay Short Term Bond Fund.

•

“MainStay U.S. Equity Funds” collectively refers to the MainStay CBRE Real Estate Fund, MainStay Epoch U.S. Equity Yield Fund, MainStay Fiera SMID Growth Fund, MainStay S&P 500 Index Fund, MainStay PineStone U.S. Equity Fund, MainStay Winslow Large Cap Growth Fund, MainStay WMC Enduring Capital Fund, MainStay WMC Growth Fund, MainStay WMC Small Companies Fund and MainStay WMC Value Fund.

•

The Board of Trustees of MainStay Funds Trust and the Board of Trustees of The MainStay Funds are collectively referred to as the “Board.”

•

The Investment Company Act of 1940, as amended, is referred to as the “1940 Act.”

•

New York Life Investment Management LLC is referred to as the “Manager” or “New York Life Investments.”

•

New York Life Insurance Company is referred to as “New York Life.”

•

NYLIM Service Company LLC is referred to as the “Transfer Agent” or “NYLIM Service Company.”

•

NYLIFE Distributors LLC, the MainStay Funds’ principal underwriter and distributor, is referred to as the “Distributor” or “NYLIFE Distributors.”

•

The New York Stock Exchange is referred to as the “Exchange.”

•

Net asset value is referred to as “NAV.”

•

The Securities and Exchange Commission is referred to as the “SEC.”

•

Automated Clearing House, the electronic process by which shares may be purchased or redeemed, is referred to as “ACH.”

BEFORE YOU INVEST — DECIDING WHICH CLASS OF SHARES TO BUY

The MainStay Funds offer Investor Class, Class A, A2, C, C2, I, P, R1, R2, R3, R6, Z and SIMPLE Class shares, as applicable. Each share class may not currently be offered by each MainStay Fund or through your financial intermediary and may be offered through a separate prospectus. Effective February 28, 2017, Class B shares were closed to all new purchases and additional investments by existing Class B shareholders. Each share class of a MainStay Fund represents an interest in the same portfolio of securities, has the same rights and is identical in all respects to the other classes (unless otherwise disclosed in this Shareholder Guide or as set forth in the MainStay Funds’ multiple class plan adopted pursuant to Rule 18f-3 under the 1940 Act), except that, to the extent applicable, each class also bears its own service and distribution expenses and may bear incremental transfer agency costs resulting from its investor base. In addition, each class has its own sales charge and expense structure, providing you with different choices for meeting the needs of your situation. Depending upon the number of shares of a MainStay Fund you choose to purchase, how you wish to purchase shares of a MainStay Fund and the MainStay Fund in which you wish to invest, the share classes available to you may vary.

The decision as to which class of shares is best suited to your needs depends on a number of factors that you should consider and discuss with your financial adviser. Important factors you may wish to consider include, among others:

•

how much you plan to invest;

•

how long you plan to hold your shares;

•

the fees (e.g., sales charge) and total expenses associated with each class of shares; and

•

whether you qualify for any reduction or waiver of the sales charge, if any, as discussed below in the section “Sales Charge Reductions and Waivers” and in Appendix A – Intermediary-Specific Sales Charge Waivers and Discounts.

The MainStay Funds, the Distributor and the Transfer Agent do not provide investment advice or recommendations or any form of tax or legal advice to existing or potential shareholders with respect to investment transactions involving the Funds. A shareholder transacting in (or holding) Fund shares through an intermediary should carefully review the fees and expenses charged by the intermediary relating to holding and transacting in Fund shares. These fees and expenses,

D-2

including commissions, may vary by intermediary and customers of certain intermediaries are eligible only for the sales charge reductions or waivers set forth in Appendix A – Intermediary-Specific Sales Charge Waivers and Discounts. As a result, a shareholder purchasing or redeeming Fund shares through an intermediary may incur higher or lower costs than a shareholder purchasing or redeeming Fund shares through another intermediary or directly with the MainStay Funds. You may be required to pay a commission or other transaction charge to your financial intermediary when buying or selling shares of a share class that has no initial sales charge, contingent deferred sales charge, or asset-based fee for sales or distribution, such as Class I or Class R6 shares. These commissions or transaction charges are not reflected in the fee and expense table or expense examples for the share classes. The Funds make available other share classes that have different fees and expenses, which are disclosed and described in this Prospectus. Please contact your financial intermediary for more information on commissions or other transaction charges applicable to the purchase or redemption of shares of the Funds.

As with any business, operating a mutual fund involves costs. There are regular operating costs, such as investment advisory fees, distribution expenses, and custodial, transfer agency, legal and accounting fees, among others. These operating costs are typically paid from the assets of a MainStay Fund, and thus, all investors in the MainStay Fund (or share class, if applicable) indirectly share such costs. The expenses for each MainStay Fund are presented in the Funds’ respective Prospectuses in the tables entitled, “Fees and Expenses of the Fund,” under the heading, “Annual Fund Operating Expenses.” As the fee and expense tables show, certain costs are borne equally by each share class. In cases where services or expenses are class-specific, such as distribution and/or service (12b-1) fees, the fees payable for transfer agency services or certain other expenses, the costs are typically allocated differently among the share classes or among groups of share classes.

In addition to the direct expenses that a MainStay Fund bears, MainStay Fund shareholders indirectly bear the expenses of the other funds in which the MainStay Fund invests (“Underlying Funds”), where applicable. The tables entitled “Fees and Expenses of the Fund” reflect a MainStay Fund’s estimated indirect expenses from investing in Underlying Funds based on the allocation of the MainStay Fund’s assets among the Underlying Funds (if any) during the MainStay Fund’s most recent fiscal year. These expenses may be higher or lower over time depending on the actual investments of the MainStay Fund’s assets in the Underlying Funds and the actual expenses of the Underlying Funds.

In some cases, the Total Annual Fund Operating Expenses reflected in the tables entitled “Fees and Expenses of the Fund” may differ in part from the amounts shown in the Financial Highlights section of the applicable Prospectuses, which reflect only the operating expenses of a MainStay Fund for its prior fiscal year and do not include the MainStay Fund’s share of the fees and expenses of any Underlying Fund in which the MainStay Fund invested during its prior fiscal year.

12b-1 and Shareholder Service Fees

Most significant among the class-specific costs are:

•

Distribution and/or Service (12b-1) Fee—named after the SEC rule that permits their payment, 12b-1 fees are paid by a class of shares to compensate the Distributor for distribution and/or shareholder services such as marketing and selling MainStay Fund shares, compensating brokers and others who sell MainStay Fund shares, advertising, printing and mailing of prospectuses and responding to shareholder inquiries.

•

Shareholder Service Fee—this fee covers certain services provided to retirement plans investing in Class R1, Class R2 and Class R3 shares that are not included under a 12b-1 plan for such class (if any), such as certain account establishment and maintenance, order processing, and communication services.

An important point to keep in mind about 12b-1 fees and shareholder service fees, which are paid out of Fund assets on an ongoing basis, is that they reduce the value of your shares, and therefore, will proportionately reduce the returns you receive on your investment and any dividends that are paid. See “Information on Fees” in this section for more information about these fees.

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Sales Charges

In addition to regular operating costs, there are costs associated with an individual investor’s transactions and account, such as the compensation paid to your financial adviser for helping you with your investment decisions. The MainStay Funds typically cover such costs by imposing sales charges and other fees directly on the investor either at the time of purchase or upon redemption for certain share classes. These charges and fees for each MainStay Fund are presented earlier in the tables entitled “Fees and Expenses of the Fund,” under the heading, “Shareholder Fees.” Such charges and fees include:

•

Initial Sales Charge—also known as a “front-end sales load,” refers to a charge that is deducted from your initial investment in Investor Class, Class A, Class A2 and Class Z shares that is used to compensate the Distributor and/or your financial adviser for their efforts and assistance to you in connection with the purchase. The key point to keep in mind about a front-end sales load is that it reduces the initial amount invested in MainStay Fund shares.

•

Contingent Deferred Sales Charge—also known as a “CDSC” or “back-end sales load,” refers to a charge that is deducted from the proceeds when you redeem MainStay Fund shares (that is, sell shares back to the MainStay Fund). The amount of CDSC that you pay will depend on how long you hold your shares and decreases to zero if you hold your shares long enough. Although you pay no sales charge at the time of purchase, the Distributor typically pays your financial adviser a commission up-front. In part to compensate the Distributor for this expense, you will pay a higher ongoing 12b-1 fee over time for Class B, Class C or Class C2 shares. Subsequently, these fees may cost you more than paying an initial sales charge.

Distribution and/or service (12b-1) fees, shareholder service fees, initial sales charges and contingent deferred sales charges are each discussed in more detail later in this Shareholder Guide in the section “Information on Sales Charges.” Certain intermediaries impose different sales charges and make only specified waivers from sales charges available to their customers. These variations are described in Appendix A – Intermediary-Specific Sales Charge Waivers and Discounts. The following table provides a summary of the differences among share classes with respect to such fees and other important factors:

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Summary of Important Differences Among Share Classes

Class

A¹

Class

Investor

Class¹

Class B²

Class C¹

Class C2

Class

Class Z

SIMPLE

Class

Initial sales charge

Yes

None

Yes

None

Contingent deferred sales charge

None³

Sliding scale during the first six years after purchase

1% on sale of shares held for one year or less⁴

1% on sale of shares held for one year or less

None

None³

None

Ongoing distribution and/or service

(12b-1) fees

0.25%

0.75%⁵ distribution and 0.25% service (1.00% total)⁶

0.75%⁵ distribution and 0.25% service

(1.00% total)⁶

0.40% distribution and 0.25% service

(0.65% total)

None

0.25%

0.25% distribution and 0.25% service (0.50% total)

None

0.15%⁷

0.25% distribution and 0.25% service (0.50% total)

Shareholder service fee

None

0.10%

None

Conversion feature

Yes⁸

Purchase maximum⁹

None

N/A

$1,000,000¹⁰

$250,000

None

Class A, Investor Class and Class C shares of the MainStay Money Market Fund are sold with no initial sales charge or CDSC and have no 12b-1 fees.

Class B shares are closed to all new purchases and additional investments by existing Class B shareholders.

No initial sales charge applies on investments of $1 million or more ($250,000 or more with respect to MainStay Asset Allocation Funds, MainStay Balanced Fund, MainStay ETF Asset Allocation Funds, MainStay Floating Rate Fund, MainStay Income Builder Fund, MainStay MacKay Arizona Muni Fund, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay Colorado Muni Fund, MainStay MacKay High Yield Municipal Bond Fund, MainStay MacKay New York Tax Free Opportunities Fund, MainStay MacKay Oregon Muni Fund, MainStay MacKay Short Duration High Income Fund, MainStay MacKay Short Term Municipal Fund, MainStay MacKay Strategic Municipal Allocation Fund, MainStay MacKay Tax Free Bond Fund, MainStay MacKay U.S. Infrastructure Bond Fund, MainStay MacKay Utah Muni Fund and MainStay Short Term Bond Fund). However, for purchases of Class A and Investor Class shares of each Fund (except MainStay MacKay Short Term Municipal Fund and MainStay Short Term Bond Fund), a CDSC of 1.00% (0.50% for MainStay ETF Asset Allocation Funds) may be imposed on redemptions made within 18 months of the date of purchase on shares that were purchased without an initial sales charge. For purchases of Class A, Class A2 and Investor Class shares of MainStay MacKay Short Term Municipal Fund and Class A and Investor Class shares of MainStay Short Term Bond Fund, a CDSC of 0.50% may be imposed on redemptions made within 12 months of the date of purchase on shares that were purchased without an initial sales charge. The Distributor may pay a commission to financial intermediary firms on these purchases from its own resources. See “Sales Charge Reductions and Waivers - Waivers of Contingent Deferred Sales Charges” below.

18 months or less with respect to MainStay MacKay Short Duration High Income Fund.

0.25% for MainStay MacKay Arizona Muni Fund, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay Colorado Muni Fund, MainStay MacKay New York Tax Free Opportunities Fund, MainStay MacKay Oregon Muni Fund, MainStay MacKay Strategic Municipal Allocation Fund, MainStay MacKay Tax Free Bond Fund and MainStay MacKay Utah Muni Fund.

0.50% for MainStay MacKay Arizona Muni Fund, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay Colorado Muni Fund, MainStay MacKay New York Tax Free Opportunities Fund, MainStay MacKay Oregon Muni Fund, MainStay MacKay Strategic Municipal Allocation Fund, MainStay MacKay Tax Free Bond Fund and MainStay MacKay Utah Muni Fund.

0.075% for MainStay MacKay Colorado Muni Fund and 0.20% for MainStay MacKay Utah Muni Fund.

See the sections discussing Share Class Considerations and the section entitled “Buying, Selling, Converting and Exchanging Fund Shares—Conversions Between Share Classes” for more information on the voluntary and/or automatic conversions that apply to each share class.

Does not apply to purchases by certain retirement plans.

10.

$250,000 for MainStay Asset Allocation Funds, MainStay Balanced Fund, MainStay ETF Asset Allocation Funds, MainStay Floating Rate Fund, MainStay Income Builder Fund, MainStay MacKay Arizona Muni Fund, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay Colorado Muni Fund, MainStay MacKay High Yield Municipal Bond Fund, MainStay MacKay New York Tax Free Opportunities Fund, MainStay MacKay Oregon Muni Fund, MainStay MacKay Short Duration High Income Fund, MainStay MacKay Strategic Municipal Allocation Fund, MainStay MacKay Tax Free Bond Fund, MainStay MacKay U.S. Infrastructure Bond Fund and MainStay MacKay Utah Muni Fund.

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The discussions in this Shareholder Guide are not intended to be investment advice or a recommendation because each investor’s financial situation and considerations are different. Additionally, certain MainStay Funds have sales charge and expense structures that may alter your analysis as to which share class is most appropriate for your needs. This analysis can best be made by discussing your situation and the factors mentioned above with your financial adviser. Generally, however, Investor Class, Class A, Class A2 or Class Z shares are more economical than Class C or Class C2 shares if you intend to invest larger amounts and hold your shares long-term (more than six years, for most MainStay Funds). Class C or Class C2 shares may be more economical than Investor Class, Class A, Class A2 or Class Z shares if you intend to hold your shares for a shorter term. Class I, Class R6 and Class P shares are the most economical, regardless of amount invested or intended holding period. Class I shares are generally available only to certain institutional investors or through certain financial intermediary accounts or retirement plans. Class R6 shares are generally available only to certain retirement plans invested in a MainStay Fund through omnibus accounts (either at the plan level or omnibus accounts held on the books of the MainStay Fund). Class R1, Class R2 and Class R3 shares are available only to certain employer-sponsored retirement plans. Class P shares are generally only available to investors that have a relationship with PineStone Asset Management, Inc. and are investing directly with the Fund. SIMPLE Class shares are generally only available to SIMPLE IRA Plan accounts.

If the share class that is most economical for you, given your individual financial circumstances and goals, is not offered through your financial intermediary and you are otherwise eligible to invest in that share class, you can open an account and invest directly in the MainStay Funds by submitting an application. Please see the section entitled “How to Open Your Account” in this Shareholder Guide and the SAI for details.

Investor Class Share Considerations

•

Your Investor Class shares may convert automatically to Class A shares. Investor Class share balances are examined Fund-by-Fund on a quarterly basis. If, at that time, the value of your Investor Class shares in any one MainStay Fund equals or exceeds $15,000 ($10,000 in the case of IRA or 403(b)(7) accounts that are making required minimum distributions via the systematic withdrawal plan or systematic exchange program), whether by shareholder action or change in market value, or if you have otherwise become eligible to invest in Class A shares, your Investor Class shares of that MainStay Fund will be automatically converted into Class A shares. Eligible Investor Class shares may also convert upon request. Please note that, in most cases, you may not aggregate your holdings of Investor Class shares in multiple MainStay Funds/accounts or rely on a Right of Accumulation or Letter of Intent (each discussed below) to qualify for this conversion feature. Certain holders of Investor Class shares are not subject to this automatic conversion feature. For more information, please see the SAI.

•

Share class conversions are based on the relevant NAVs of the two classes at the time of the conversion and no sales load or other charge is imposed upon conversion. The MainStay Funds expect all share class conversions described in this section to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate the share class conversion feature at any time. When a conversion occurs, reinvested dividends and capital gains convert with the shares that are converting.

•

When you invest in Investor Class shares, you pay the public offering price, which is the share price, or NAV, plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge varies based on the size of your investment (see “Information on Sales Charges”). We also describe below how you may reduce or eliminate the initial sales charge (see “Sales Charge Reductions and Waivers”).

•

Since some of your investment goes to pay an upfront sales charge when you purchase Investor Class shares, you will purchase fewer shares than you would with the same investment in certain other share classes. However, the net income attributable to Class C or Class C2 shares and the dividends payable on Class C or Class C2 shares will be reduced by the amount of the higher distribution and/or service (12b-1) fee and incremental expenses associated with each such class. Likewise, the NAV of the Class C or Class C2 shares generally will be reduced by such class-specific expenses (to the extent a MainStay Fund

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has undistributed net income) and investment performance of Class C or Class C2 shares will be lower than that of Investor Class shares. As a result, you are usually better off purchasing Investor Class shares rather than Class C or Class C2 shares and paying an up-front sales charge if you:

•

plan to own the shares for an extended period of time, since the higher ongoing distribution and/or service (12b-1) fees on Class C or Class C2 shares may eventually exceed the cost of the up-front sales charge; or

•

qualify for a reduced or waived sales charge.

Class A, Class A2 and Class Z Share Considerations

•

Generally, Class A, Class A2 and Class Z shares have a minimum initial investment amount of $15,000 per MainStay Fund, however Class A shares of the MainStay ETF Asset Allocation Funds have a minimum initial investment amount of $2,500.

•

When you invest in Class A, Class A2 or Class Z shares, you pay the public offering price, which is the share price, or NAV, plus the initial sales charge that may apply to your purchase. The amount of the initial sales charge is based on the size of your investment (see “Information on Sales Charges”). We also describe below how you may reduce or eliminate the initial sales charge (see “Sales Charge Reductions and Waivers”).

•

Since some of your investment goes to pay an up-front sales charge when you purchase Class A, Class A2 or Class Z shares, you will purchase fewer shares than you would with the same investment in certain other share classes. However, the net income attributable to Class C or Class C2 shares and the dividends payable on Class C or Class C2 shares will be reduced by the amount of the higher distribution and/or service (12b-1) fee and incremental expenses associated with such class. Likewise, the NAV of the Class C or Class C2 shares generally will be reduced by such class-specific expenses (to the extent a MainStay Fund has undistributed net income) and investment performance of Class C or Class C2 shares will be lower than that of Class A, Class A2 or Class Z shares. As a result, you are usually better off purchasing Class A, Class A2 or Class Z shares rather than Class C or Class C2 shares and paying an up-front sales charge if you:

•

qualify for a reduced or waived sales charge.

•

Class Z shares are generally only available to existing holders of Class Z shares of the Fund upon July 19, 2024

Class B Share Considerations

•

Effective February 28, 2017, Class B shares of the MainStay Funds were closed to all new purchases as well as additional investments by existing Class B shareholders. Existing Class B shareholders may continue to reinvest dividends and capital gains distributions, as well as exchange their Class B shares for Class B shares of other MainStay Funds as permitted by the applicable exchange privileges. Class B shareholders will continue to be subject to any applicable contingent deferred sales charge at the time of redemption. All other features of Class B shares, including but not limited to the fees and expenses applicable to Class B shares, will remain unchanged. Unless redeemed, Class B Shares shareholders will remain in Class B shares of their respective Fund until the Class B shares are converted to Class A or Investor Class shares pursuant to the applicable conversion schedule.

•

When Class B shares were offered, no initial sales charge was incurred upon investment in Class B shares. However, you will pay higher ongoing distribution and/or service (12b-1) fees over the life of your investment. Over time these fees may cost you more than paying an initial sales charge on Investor Class or Class A shares. Consequently, it is important that you consider your investment goals and the length of time you intend to hold your shares when comparing your share class options.

•

You should consult with your financial adviser to assess your Class B share investments in light of your particular circumstances.

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•

In most circumstances, you will pay a CDSC if you sell Class B shares within six years of buying them (see “Information on Sales Charges”). Exchanging Class B shares into the MainStay Money Market Fund may impact your holding period. Please see “Exchanging Shares Among MainStay Funds” for more information. There are exceptions, which are described in the SAI.

•

Selling Class B shares during the period in which the CDSC applies can significantly diminish the overall return on an investment.

•

When you sell Class B shares of a MainStay Fund, to minimize your sales charges, the MainStay Funds first redeem the shares that have no sales charges (shares representing the amount of any appreciation on the original value of your shares, fully aged shares, and any shares received through the reinvestment of dividends and capital gains) and then the shares you have held longest.

•

Class B shares convert to Class A shares, or Investor Class shares if you are not eligible to hold Class A shares, at the end of the calendar quarter, eight years after the date they were purchased. This reduces distribution and/or service (12b-1) fees from 1.00% to 0.25% of average daily net assets (or from 0.50% to 0.25% with respect to MainStay MacKay Tax Free Bond Fund). Conversion features do not apply to Class B shares of the MainStay Money Market Fund that were exchanged from another MainStay Fund before their CDSC periods expired. Exchanging Class B shares into the MainStay Money Market Fund may impact your eligibility to convert at the end of the calendar quarter, eight years after the date they were purchased. Please see “Exchanging Shares Among MainStay Funds” for more information.

•

Share class conversions are based on the relevant NAVs of the two classes at the time of the conversion, and no sales load or other charge is imposed upon conversion. The MainStay Funds expect all share class conversions described in this section to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate this share class conversion feature at any time. When a conversion occurs, reinvested dividends and capital gains convert proportionately with the shares that are converting.

Class C and Class C2 Share Considerations

•

You pay no initial sales charge on an investment in Class C or Class C2 shares. However, for certain Funds, you will pay higher ongoing distribution and/or service (12b-1) fees over the life of your investment than for each other share class.

•

In most circumstances, you will pay a 1.00% CDSC if you redeem shares held for one year or less (18 months with respect to Class C shares of MainStay MacKay Short Duration High Income Fund). Exchanging Class C or Class C2 shares may impact your holding period. Please see “Exchanging Shares Among MainStay Funds” for more information.

•

When you sell Class C or Class C2 shares of a MainStay Fund, to minimize your sales charges, the MainStay Funds first redeem the shares that have no sales charges (shares representing the amount of any appreciation on the original value of your shares, fully aged shares, and any shares received through the reinvestment of dividends and capital gains) and then the shares you have held longest.

•

Class C and, with respect to MainStay MacKay Arizona Muni Fund, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay Colorado Muni Fund, MainStay MacKay New York Tax Free Opportunities Fund, MainStay MacKay Oregon Muni Fund, MainStay MacKay Strategic Municipal Allocation Fund, MainStay MacKay Tax Free Bond Fund and MainStay MacKay Utah Muni Fund, Class C2 shares convert to Class A shares, or Investor Class shares if you are not eligible to hold Class A shares, at the end of the calendar quarter, eight years after the date they were purchased. This reduces distribution and/or service (12b-1) fees from 1.00% to 0.25% of average daily net assets for Class C shares (or from 0.50% to 0.25% for Class C shares and from 0.65% to 0.25% for Class C2 shares with respect to MainStay MacKay Arizona Muni Fund, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay Colorado Muni Fund, MainStay MacKay New York Tax Free Opportunities Fund, MainStay MacKay Oregon Muni Fund, MainStay MacKay Strategic Municipal Allocation Fund, MainStay MacKay Tax Free Bond Fund and MainStay MacKay Utah Muni Fund). Conversion features do not apply to Class C shares

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of the MainStay Money Market Fund that were exchanged from another MainStay Fund before their CDSC periods expired. Exchanging Class C or Class C2 shares into the MainStay Money Market Fund and/or holding Class C or Class C2 shares through a financial intermediary in an omnibus account may impact your eligibility to convert at the end of the calendar quarter, eight years after the date they were purchased. Please see “Conversions Between Share Classes” for more information.

•

The MainStay Funds will generally not accept a purchase order for Class C or Class C2 shares in the amount of $1,000,000 or more ($250,000 or more with respect to the MainStay Asset Allocation Funds, MainStay Balanced Fund, MainStay ETF Asset Allocation Funds, MainStay Floating Rate Fund, MainStay Income Builder Fund, MainStay MacKay Arizona Muni Fund, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay Colorado Muni Fund, MainStay MacKay High Yield Municipal Bond Fund, MainStay MacKay New York Tax Free Opportunities Fund, MainStay MacKay Oregon Muni Fund, MainStay MacKay Short Duration High Income Fund, MainStay MacKay Strategic Municipal Allocation Fund, MainStay MacKay Tax Free Bond Fund, MainStay MacKay U.S. Infrastructure Bond Fund and MainStay MacKay Utah Muni Fund).

•

Please note that Class C2 shares may not be available for initial or subsequent purchases through certain financial intermediary firms, investment platforms or in certain types of investment accounts. See the SAI for additional information.

Class I Share Considerations

•

You pay no initial sales charge or CDSC on an investment in Class I shares.

•

You do not pay any ongoing distribution and/or service (12b-1) fees.

•

You may buy Class I shares if you are an:

•

Institutional Investor

◾

Certain employer-sponsored, association or other group retirement plans or employee benefit trusts with a service arrangement through the Distributor or its affiliates;

◾

Certain financial institutions, endowments, foundations, government entities or corporations investing on their own behalf;

◾

Clients transacting through financial intermediaries that purchase Class I shares through: (i) fee-based accounts that charge such clients an ongoing fee for advisory, investment, consulting or similar services; (ii) a no-load network or platform that has entered into an agreement with the Distributor or its affiliates to offer Class I shares through a no-load network or platform; or (iii) brokerage accounts held at a broker that charges such clients transaction fees.

•

Individual Investor who is initially investing at least $1 million in any single MainStay Fund: (i) directly with the MainStay Fund; or (ii) through certain private banks and trust companies that have an agreement with the Distributor or its affiliates.

•

Existing Class I Shareholder; or

•

Existing or retired MainStay Funds Trustee or Officer, current Portfolio Manager of a MainStay Fund or an employee of a Subadvisor.

•

The MainStay asset allocation funds may invest in Class I shares, if Class R6 shares for a Fund are unavailable.

Class P Share Considerations

•

You pay no initial sales charge or CDSC on an investment in Class P shares.

•

You do not pay any ongoing distribution and/or service fees (12b-1) fees.

•

Generally, Class P shares are only available to investors that have a relationship with PineStone Asset Management Inc. and are investing directly with the Fund.

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Class R1, Class R2, Class R3, Class R6 and SIMPLE Class Share Considerations

•

You pay no initial sales charge or CDSC on an investment in Class R1, Class R2, Class R3, Class R6 or SIMPLE Class shares.

•

You pay ongoing shareholder service fees for Class R1, Class R2 and Class R3 shares. You also pay ongoing distribution and/or service (12b-1) fees for Class R2, and Class R3 shares.

•

You do not pay ongoing shareholder service fees or ongoing distribution and/or service fees (12b-1) fees for Class R6 shares.

•

You pay ongoing distribution and/or service fees (12b-1) fees but do not pay ongoing shareholder service fees for SIMPLE Class shares.

•

Class R1, Class R2 and Class R3 shares are available in certain individual retirement accounts and in certain retirement plans that have a service arrangement with the Distributor, including:

•

Section 401(a) and 457 plans;

•

Certain Section 403(b)(7) plans;

•

Section 401(k), profit sharing, money purchase pension, Keogh and defined benefit plans; and

•

Non-qualified deferred compensation plans.

•

Generally, Class R6 shares are only available to certain employer-sponsored retirement plans held with a Fund through omnibus accounts (either at the plan level or omnibus accounts held on the books of the Fund) that have a service arrangement with the Distributor or its affiliate, such as Section 401(k), profit sharing, money purchase pension and defined benefit plans. However, the Fund reserves the right in its sole discretion to waive this eligibility requirement.

•

SIMPLE Class shares are generally only available to SIMPLE IRA Plan accounts.

•

SIMPLE Class shares convert to Class A shares, or Investor Class shares if you are not eligible to hold Class A shares, at the end of the calendar quarter, ten years after the date they were purchased. Share class conversions are based on the relevant NAVs of the two classes at the time of the conversion, and no sales load or other charge is imposed. The MainStay Funds expect all share class conversions described in this section to be made on a tax-free basis. The MainStay Funds reserve the right to modify or eliminate this share class conversion feature at any time.

•

The MainStay asset allocation funds may invest in Class R6 shares, if available.

INVESTMENT MINIMUMS AND ELIGIBILITY REQUIREMENTS

The following minimums apply if you are investing in a MainStay Fund. A minimum initial investment amount may be waived for purchases by the Trustees and directors and employees of New York Life and its affiliates and subsidiaries. The MainStay Funds may also waive investment minimums for certain qualified purchases and accept additional investments of smaller amounts at their discretion. Please see the SAI for additional information.

Investor Class Shares

All MainStay Funds except MainStay Candriam Emerging Markets Equity Fund, MainStay Cushing MLP Premier Fund, MainStay Epoch Funds, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay High Yield Municipal Bond Fund, MainStay MacKay New York Tax Free Opportunities Fund, MainStay MacKay Short Duration High Income Fund and MainStay WMC Growth Fund:

•

$1,000 minimum for initial and $50 minimum for subsequent purchases of any of these MainStay Funds, or

•

if through AutoInvest, a monthly systematic investment plan: $500 minimum for initial and $50 minimum for subsequent monthly purchases (except MainStay Money Market Fund, which requires an initial investment amount of $1,000).

MainStay Candriam Emerging Markets Equity Fund, MainStay Cushing MLP Premier Fund, MainStay Epoch Funds, MainStay MacKay California Tax Free Opportunities Fund, MainStay

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MacKay High Yield Municipal Bond Fund, MainStay MacKay New York Tax Free Opportunities Fund, MainStay MacKay Short Duration High Income Fund and MainStay WMC Growth Fund:

•

$2,500 minimum for initial and $50 minimum for subsequent purchases of any of these MainStay Funds, or

•

if through AutoInvest, a monthly systematic investment plan: $2,500 minimum for initial and $50 minimum for subsequent monthly purchases.

Class A Shares

All MainStay Funds except MainStay ETF Asset Allocation Funds and MainStay Money Market Fund:

•

$15,000 minimum initial investment with no minimum for subsequent purchases of any of these MainStay Funds.

MainStay ETF Asset Allocation Funds:

•

$2,500 minimum for initial and no minimum for subsequent purchases of any of these MainStay Funds, or

•

if through AutoInvest, a monthly systematic investment plan: $500 minimum for initial and $50 minimum for subsequent monthly purchases.

MainStay Money Market Fund:

•

There are no minimums for initial and subsequent purchases if all of your other accounts contain Class A shares only.

•

Please note that if at any time you hold any class of shares other than Class A shares, your holdings in the MainStay Money Market Fund will immediately become subject to the applicable investment minimums, subsequent purchase minimums and subsequent conversion features for Class A shares.

Broker/dealers (and their affiliates) or certain service providers with customer accounts that trade primarily on an omnibus level or through the National Securities Clearing Corporation’s Fund/SERV network (Levels 1-3 only); certain retirement plan accounts, including investment-only plan accounts; directors and employees of New York Life and its affiliates; investors who obtained their Class A shares through certain reorganizations (including holders of Class P shares of any of the predecessor funds to the MainStay Epoch Funds as of November 16, 2009); and subsidiaries and employees of the Subadvisors are not subject to the minimum investment requirement for Class A shares, however MainStay Funds reserve the right to impose other minimum initial investment amounts on these accounts. See the SAI for additional information.

Class A2 Shares

MainStay MacKay Short Term Municipal Fund:

•

$15,000 minimum for initial and no minimum for subsequent purchases.

Class C Shares

•

$1,000 minimum for initial and $50 minimum for subsequent purchases of any of these MainStay Funds, or

•

MainStay Candriam Emerging Markets Equity Fund, MainStay Cushing MLP Premier Fund, MainStay Epoch Funds, MainStay MacKay Arizona Muni Fund, MainStay MacKay California Tax Free Opportunities Fund, MainStay MacKay Coloardo Muni Fund, MainStay MacKay High Yield Municipal Bond Fund, MainStay MacKay New York Tax Free Opportunities Fund, MainStay MacKay Oregon Muni Fund, MainStay MacKay Short Duration High Income Fund, MainStay MacKay Utah Muni Fund and MainStay WMC Growth Fund:

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•

$2,500 minimum for initial and $50 minimum for subsequent purchases of any of these MainStay Funds, or

•

if through AutoInvest, a monthly systematic investment plan: $2,500 minimum for initial and $50 minimum for subsequent monthly purchases.

Investors who obtained their Class C shares through certain reorganizations are not subject to the minimum investment requirements for Class C shares. See the SAI for additional information.

Class C2 Shares

MainStay MacKay Strategic Municipal Allocation Fund and MainStay MacKay Tax Free Bond Fund:

•

$1,000 minimum for initial and $50 minimum for subsequent purchases, or

•

if through AutoInvest, a monthly systematic investment plan: $500 minimum for initial and $50 minimum for subsequent monthly purchases.

MainStay MacKay California Tax Free Opportunities Fund and MainStay MacKay New York Tax Free Opportunities Fund:

•

$2,500 minimum for initial and $50 minimum for subsequent purchases of any of these MainStay Funds, or

•

if through AutoInvest, a monthly systematic investment plan: $2,500 minimum for initial and $50 minimum for subsequent monthly purchases.

Class I Shares

•

Individual Investors—$1 million minimum for initial purchases of any single MainStay Fund and no minimum for subsequent purchases of any other MainStay Fund; and

•

Institutional Investors, the MainStay Funds’ existing and retired Trustees and Officers, current Portfolio Managers of the MainStay Funds and employees of Subadvisors—no minimums for initial and subsequent purchases of any MainStay Fund.

Please note that Class I shares may not be available for initial or subsequent purchases through certain financial intermediary firms, investment platforms or in certain types of investment accounts. See the SAI for additional information.

Investors who obtained their Class I shares through certain reorganizations are not subject to the minimum investment requirements for Class I shares. See the SAI for additional information.

Class P Shares

MainStay PineStone Global Equity Fund, MainStay PineStone International Equity Fund and MainStay PineStone U.S. Equity Fund:

•

If you are eligible to invest in Class P shares, $5,000,000 minimum for initial and no minimum for subsequent purchases.

Please note that Class P shares may not be available for initial or subsequent purchases through certain financial intermediary firms, investment platforms or in certain types of investment accounts. See the SAI for additional information.

Class R1, Class R2, Class R3 and Class R6 Shares

If you are eligible to invest in Class R1, Class R2, Class R3 or Class R6 shares of the MainStay Funds, there are no minimums for initial and subsequent purchases.

Class Z Shares

MainStay MacKay Arizona Muni Fund, MainStay MacKay Colorado Muni Fund, MainStay MacKay Oregon Muni Fund, MainStay MacKay Utah Muni Fund and MainStay MacKay Strategic Municipal Allocation Fund:

•

$15,000 minimum for initial and no minimum for subsequent purchases.

•

Please note that Class Z shares are only available for purchase by existing holders of Class Z shares.

SIMPLE Class Shares

All MainStay Funds except MainStay Money Market Fund, MainStay Asset Allocation Funds and MainStay ETF Asset Allocation Funds:

•

$1,000 minimum for initial and no minimum for subsequent purchases of any of these MainStay Funds.

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MainStay Money Market Fund, MainStay Asset Allocation Funds and MainStay ETF Asset Allocation Funds:

•

There are no minimums for initial and subsequent purchases of any of these MainStay Funds.

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INFORMATION ON SALES CHARGES

The MainStay Funds make available (free of charge) information regarding sales charges at newyorklifeinvestments.com/salescharges.

Investor Class, Class A, Class A2 and Class Z Shares

The initial sales charge you pay when you buy Investor Class, Class A, Class A2 or Class Z shares differs depending upon the MainStay Fund you choose and the amount you invest, as indicated in the following tables. The sales charge may be reduced or eliminated for larger purchases, as described below, or as described under “Sales Charge Reductions and Waivers” or for shares purchased or accounts held through particular financial intermediaries as set forth in Appendix A – Intermediary-Specific Sales Charge Waivers and Discounts. Any applicable sales charge will be deducted directly from your investment. All or a portion of the sales charge may be retained by the Distributor or paid to your financial intermediary firm as a concession. Investor Class shares and Class A shares of MainStay Money Market Fund are not subject to a sales charge.

MainStay Candriam Emerging Markets Equity Fund, MainStay CBRE Global Infrastructure Fund, MainStay CBRE Real Estate Fund, MainStay Cushing MLP Premier Fund, MainStay Epoch Capital Growth Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch International Choice Fund, MainStay Epoch U.S. Equity Yield Fund, MainStay Fiera SMID Growth Fund, MainStay MacKay Convertible Fund, MainStay PineStone Global Equity Fund, MainStay PineStone International Equity Fund, MainStay PineStone U.S. Equity Fund, MainStay Winslow Large Cap Growth Fund, MainStay WMC Enduring Capital Fund, MainStay WMC Growth Fund, MainStay WMC International Research Equity Fund, MainStay WMC Small Companies Fund and MainStay WMC Value Fund

Class A Shares


Purchase amount	Sales charges as a percentage of¹		Typical dealer concession as a % of offering price
Purchase amount	Offering price	Net investment	Typical dealer concession as a % of offering price

Less than $50,000	5.50%	5.82%	4.75%

$50,000 to $99,999	4.50%	4.71%	4.00%

$100,000 to $249,999	3.50%	3.63%	3.00%

$250,000 to $499,999	2.50%	2.56%	2.00%

$500,000 to $999,999	2.00%	2.04%	1.75%

$1,000,000 or more²	None	None	None