SCM Trust N-14/ARegistration statement for investment companies business combination (amended)

As filed with the Securities and Exchange Commission on April 10, 2020

File No. 333-236462

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[X] Pre-Effective Amendment No. 1

[ ] Post-Effective Amendment No. ___

SCM Trust

(Exact Name of Registrant as Specified in Charter)

1875 Lawrence Street Suite 300, Denver, CO 80202

(Address of Principal Executive Offices)

(800) 955-9988

(Registrant’s Telephone Number, including Area Code)

Gregory Pusch, CCO
SCM Trust

1875 Lawrence Street, Suite 300

Denver, CO 80202
(Name and Address of Agent for Service)

With copies to:
Peter H. Schwartz, Esq.
Davis Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, CO 80202

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

Title of Securities Being Registered: Units of beneficial interest

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

An indefinite amount of the Registrant’s securities has been registered under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. In reliance upon such Rule, no filing fee is being paid at this time.

ICON FUNDS

5299 DTC Blvd, Suite 1200

Greenwood Village, CO 80111

April __, 2020

Dear Shareholder:

We wish to provide you with some important information concerning your investment. A Special Meeting of shareholders of ICON Fund, ICON Energy Fund, ICON Long/Short Fund, ICON Industrials Fund, ICON Opportunities Fund, ICON Natural Resources Fund, ICON Equity Income Fund, ICON Information Technology Fund, ICON Risk-Managed Balanced Fund, ICON Healthcare Fund, ICON Consumer Discretionary Fund, ICON Utilities Fund, ICON Consumer Staples Fund, ICON Flexible Bond Fund, ICON Financial Fund, and ICON Emerging Markets Fund (each, an “Acquired Fund” and collectively, the “Acquired Funds”), each a series of ICON Funds trust (“ICON Funds”), has been scheduled for May 20, 2020 (the “Special Meeting”) to consider Agreements and Plans of Reorganization (each, a “Plan”) by and among ICON Funds on behalf of the Acquired Funds, SCM Trust on behalf of corresponding new Funds, each a new series of SCM Trust (each, an “Acquiring Fund” and collectively the “Acquiring Funds”), and CCM Partners, LP, d/b/a Shelton Capital Management, the advisor to the Acquiring Funds, regarding the proposed reorganization of the Acquired Funds into the Acquiring Funds (the “Reorganization”).

On October 23, 2019 Shelton Capital Management and ICON Advisers, Inc. entered into a Transaction Agreement pursuant to which, among other things, it was agreed that one or more Acquired Funds would be reorganized into each Acquiring Fund subject to approval by the Board of Trustees of ICON Funds (the “ICON Funds Board”), the Board of Trustees of SCM Trust (the “SCM Trust Board”), and by the shareholders each Acquired Fund. The proposed Reorganizations will result in the consolidation of 16 ICON Funds into eight new Acquiring Funds as shown in the table below.

The Transaction Agreement also provides for reorganization of the ICON International Fund into the already existing Shelton International Select Equity Fund series of SCM Trust after that reorganization is approved by the ICON Funds Board, the SCM Trust Board, and the ICON International Fund shareholders. The ICON International Fund reorganization is the subject of a separate combined prospectus/proxy statement.

After careful consideration, the ICON Funds Board, for the reasons discussed in the attached Combined Prospectus/Proxy Statement and based on the recommendations of ICON Advisers and Shelton Capital Management, has unanimously approved the Reorganization of the Acquired Funds into the Acquiring Funds.

Other than the Shelton Emerging Markets Fund, the Acquiring Funds are advised by Shelton Capital Management and sub-advised by ICON Advisers, Inc., and each has the same investment objective, and the same or somewhat similar principal investment strategies, principal investment risks, and investment policies, as one or more of its corresponding Acquired Funds. The Shelton Emerging Markets Fund is directly managed by Shelton Capital Management with no sub-adviser.

If the Plans are approved by shareholders of the Acquired Funds and other conditions of the Reorganizations are satisfied, all of the assets of each Acquired Fund will be transferred to the corresponding Acquiring Fund; the Acquiring Fund will assume all of the liabilities of the Acquired Fund; and each shareholder of the Acquired Fund will receive shares of the class of the Acquiring Fund corresponding to the class of shares of the Acquired Fund owned by such shareholder. The Acquiring Fund shares received by each shareholder of each Acquired Fund will be equal in aggregate net asset value at the time of the respective Reorganization to the aggregate net asset value of such shareholder’s shares of the corresponding class of the Acquired Fund. Shareholders of Class A and Class C shares of each Acquired Fund will receive Investor Class shares of the corresponding Acquiring Fund, and shareholders of Class S shares of each Acquired Fund will receive Institutional Class shares of the corresponding Acquiring Fund. The Acquired Fund would then be dissolved. Each Reorganization will occur June 12, 2020, or each Reorganization may occur separately on such other date as ICON Funds and SCM Trust may mutually agree. Each Reorganization may occur separately of the others and is not contingent on the approval of any other Reorganization.

The Reorganizations are not expected to result in the recognition of gain or loss by the Acquired Funds or their shareholders for U.S. federal income tax purposes. No sales charges or redemption fees will be imposed in connection with the Reorganizations. If the shareholders of an Acquired Fund do not approve its Reorganization, then the Reorganization will not be implemented and the ICON Funds Board will consider alternative actions with respect to the Acquired Fund, including potentially approving the liquidation of the Acquired Fund.

The attached Combined Prospectus/Proxy Statement is designed to give you more information about the Reorganizations. If you have any questions regarding the Reorganizations, please do not hesitate to call your Acquired Fund at (toll-free): (800) 764-0442. If you were a shareholder of record of an Acquired Fund as of the close of business on March 23, 2020, the record date for the Special Meeting, you are entitled to vote in respect of such Acquired Fund on the proposals at the Special Meeting and at any adjournment thereof. While you are, of course, welcome to join us at the Special Meeting, we expect that most shareholders will cast their votes by filling out and signing the enclosed proxy card.

Whether or not you are planning to attend the Special Meeting, we need your vote. Please submit your vote via the options listed on your proxy card. You can mark, sign and date the enclosed proxy card and promptly return it in the enclosed, postage-paid envelope so that the maximum number of shares may be voted. In the alternative, please call the toll-free number on your proxy card to vote by telephone. You should use the enclosed instructions to vote by telephone. You can also vote on the Internet at the website address listed on your proxy card. You may revoke your proxy before it is exercised at the Special Meeting, either by writing to the Secretary of ICON Funds at the address noted in the Combined Prospectus/Proxy Statement or in person at the time of the Special Meeting. A prior proxy vote can also be revoked by voting the proxy at a later date through the toll-free number or the Internet address listed in the enclosed voting instructions.

The ICON Funds Board believes that the Reorganizations of the Acquired Funds is in the best interests of the Acquired Funds and unanimously recommends that shareholders vote “FOR” the proposals.

Sincerely,

Craig T. Callahan

Chairman

ICON Funds

ICON FUNDS

5299 DTC Blvd, Suite 1200

Greenwood Village, CO 80111

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on May 20, 2020

To the Shareholders of the ICON Funds listed above:

NOTICE IS HEREBY GIVEN that the Board of Trustees of ICON Funds (“ICON Funds”) has called a Special Meeting of Shareholders (the “Special Meeting”) of ICON Fund, ICON Energy Fund, ICON Long/Short Fund, ICON Industrials Fund, ICON Opportunities Fund, ICON Natural Resources Fund, ICON Equity Income Fund, ICON Information Technology Fund, ICON Risk-Managed Balanced Fund, ICON Healthcare Fund, ICON Consumer Discretionary Fund, ICON Utilities Fund, ICON Consumer Staples Fund, ICON Flexible Bond Fund, ICON Financial Fund, and ICON Emerging Markets Fund (each, an “Acquired Fund” and collectively, the “Acquired Funds”), each a series of ICON Funds, to be held at 11:00 a.m. Mountain time on May 20, 2020, at the offices of ICON Funds, 5299 DTC Blvd, Suite 1200 Greenwood Village, CO 80111. At the Special Meeting, you and the other shareholders of your Acquired Fund will be asked to consider and vote upon the following proposals:

1. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Fund, a series of ICON Funds, will be reorganized with and into the ICON Equity Fund, a series of SCM Trust, and the transactions it contemplates.

2. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Long/Short Fund, a series of ICON Funds, will be reorganized with and into the ICON Equity Fund, a series of SCM Trust, and the transactions it contemplates.

3. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Opportunities Fund, a series of ICON Funds, will be reorganized with and into the ICON Equity Fund, a series of SCM Trust, and the transactions it contemplates.

4. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Equity Income Fund, a series of ICON Funds, will be reorganized with and into the ICON Equity Income Fund, a series of SCM Trust, and the transactions it contemplates.

5. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Risk-Managed Balanced Fund, a series of ICON Funds, will be reorganized with and into the ICON Equity Income Fund, a series of SCM Trust, and the transactions it contemplates.

6. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Consumer Discretionary Fund, a series of ICON Funds, will be reorganized with and into the ICON Consumer Select Fund, a series of SCM Trust, and the transactions it contemplates.

7. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Consumer Staples Fund, a series of ICON Funds, will be reorganized with and into the ICON Consumer Select Fund, a series of SCM Trust, and the transactions it contemplates.

8. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Financial Fund, a series of ICON Funds, will be reorganized with and into the ICON Consumer Select Fund, a series of SCM Trust, and the transactions it contemplates.

9. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Energy Fund, a series of ICON Funds, will be reorganized with and into the ICON Natural Resources Fund, a series of SCM Trust, and the transactions it contemplates.

10, To approve an Agreement and Plan of Reorganization pursuant to which the ICON Industrials Fund, a series of ICON Funds, will be reorganized with and into the ICON Natural Resources Fund, a series of SCM Trust, and the transactions it contemplates.

11. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Natural Resources Fund, a series of ICON Funds, will be reorganized with and into the ICON Natural Resources Fund, a series of SCM Trust, and the transactions it contemplates.

12. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Information Technology Fund, a series of ICON Funds, will be reorganized with and into the ICON Health and Information Technology Fund, a series of SCM Trust, and the transactions it contemplates.

13. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Healthcare Fund, a series of ICON Funds, will be reorganized with and into the ICON Health and Information Technology Fund, a series of SCM Trust, and the transactions it contemplates.

14. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Utilities Fund, a series of ICON Funds, will be reorganized with and into the ICON Utilities and Income Fund, a series of SCM Trust, and the transactions it contemplates.

15. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Flexible Bond Fund, a series of ICON Funds, will be reorganized with and into the ICON Flexible Bond Fund, a series of SCM Trust, and the transactions it contemplates.

16. To approve an Agreement and Plan of Reorganization pursuant to which the ICON Emerging Markets Fund, a series of ICON Funds, will be reorganized with and into the Shelton Emerging Markets Fund, a series of SCM Trust, and the transactions it contemplates.

17. To vote and otherwise represent the undersigned on any other business that may properly come before the Meeting or any adjournment(s) or postponements(s) thereof, in the discretion of the proxy holder(s).

Each of the Agreements and Plans of Reorganization referred to the in the foregoing proposals is a “Plan”, and each of the transactions described in the foregoing proposals pursuant to each Plan is a “Reorganization.”

Under Proposal 17, authority is being granted for the consideration of other business, and specifically to allow the adjournment of the meeting in the event sufficient votes are not received to constitute a quorum. In the event sufficient votes are not received to obtain a quorum, it is anticipated that the meeting will be adjourned until such time as a quorum is obtained. Adjournment of the meeting will only take place under circumstances that are consistent with applicable law.

Those present and the appointed proxies also will transact such other business, if any, as may properly come before the Special Meeting or any adjournments or postponements thereof. Only holders of record of the shares of beneficial interest in each Acquired Fund as of the close of business on March 23, 2020, will receive notice of the Special Meeting and will be entitled to vote on the proposal at the Special Meeting or any adjournments or postponements thereof.

If the necessary quorum to transact business is not obtained at a particular Special Meeting, or if a quorum is obtained but sufficient votes required to approve the proposal is not obtained, the persons named as proxies on the enclosed proxy card may propose one or more adjournments of the Special Meeting to permit, in accordance with applicable law, further solicitation of proxies with respect to either proposal. Whether or not a quorum is present, any such adjournment as to a matter will require the affirmative vote of the holders of a majority of the shares represented at that meeting, either in person or by proxy. The persons designated as proxies may use their discretionary authority to vote on questions of adjournment and on any other proposals raised at a Special Meeting to the extent permitted by the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”), including proposals for which timely notice was not received, as set forth in the SEC’s proxy rules.

By order of the Board of Trustees of ICON Funds,

Sincerely,

Craig T. Callahan

Chairman

ICON Funds

Important Notice Regarding the Availability of Proxy Materials for a Special Meeting of Shareholders to be Held on May 20, 2020, or any adjournment or postponement thereof. This Notice and Combined Prospectus/Proxy Statement are available on the internet at www.proxyvote.com. On this website, you will be able to access this Notice, the Combined Prospectus/Proxy Statement, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to shareholders. We encourage you to access and review all of the important information contained in the proxy materials before voting.

IMPORTANT — We urge you to sign and date the enclosed proxy card and return it in the enclosed addressed envelope, which requires no postage and is intended for your convenience. You also may vote in person at the time and at the address indicated on your proxy card; through the internet, by visiting the website address on your proxy card; or by telephone, by using the toll-free number on your proxy card. Your prompt vote may save the Acquired Funds the necessity of further solicitations to ensure a quorum at the Special Meeting.

QUESTIONS AND ANSWERS

We recommend that you read the complete Combined Prospectus/Proxy Statement. The following Questions and Answers provide an overview of the key features of the proposals and of the information contained in this Combined Prospectus/Proxy Statement.

The Acquired Funds are series of ICON Funds and the Acquiring Funds are series of SCM Trust. The Acquired Funds and the Acquiring Funds are sometimes each referred to separately as a “Fund”, and together as the “Funds.”

In certain cases, the Acquiring Funds intend to operate as an amalgamation of two or more Acquired Funds with principal investment strategies and/or investible universes that are combinations of those used by the predecessor Acquired Funds.

In other cases, the Acquiring Funds will be successors to only one Acquired Fund, and have the same investment objectives, principal investment strategies, principal risks, and investment policies as the predecessor Acquired Funds.

The Emerging Markets Funds have the same investment objectives, and somewhat similar principal investment strategies, principal risks, and investment policies. There are some differences, however, and these are described in response to the question “What are the primary differences between the objectives, principal investment strategies and investment restrictions of the Acquired Fund and the Acquiring Fund?” below, and also under “Summary of Investment Objectives, Strategies and Risks” in this Combined Prospectus/Proxy Statement.

If approved by shareholders of an Acquired Fund, when the reorganization of the Acquired Fund into the Acquiring Fund (the “Reorganization”) is completed, as applicable Shareholders of Class A and Class C shares of the Acquired Fund will receive Investor Class shares of the Acquiring Fund, and shareholders of Class S shares of the Acquired Fund will receive Institutional Class shares of the Acquiring Fund. The Acquired Fund will be terminated as a series of ICON Funds. Please refer to the Combined Prospectus/Proxy Statement for a detailed explanation of the Reorganizations, and a more complete description of the Acquiring Funds.

You are receiving this Combined Prospectus/Proxy Statement because you own shares of one or more of the Acquired Funds as of March 23, 2020.

The Transaction Agreement also provides for reorganization of the ICON International Fund into the already existing Shelton International Select Equity Fund series of SCM Trust after that reorganization is approved by the ICON Funds Board, the SCM Trust Board, and the ICON International Fund shareholders. The ICON International Fund reorganization is the subject of a separate combined prospectus/proxy statement.

The ICON Funds Board, for the reasons discussed in the attached Combined Prospectus/Proxy Statement and based on the recommendations of ICON Advisers and Shelton Capital Management, has unanimously approved the Reorganization of the Acquired Funds into the Acquiring Funds.

Shelton Capital Management currently advises 13 mutual funds, including the Acquiring Fund. The Acquiring Funds are new series of SCM Trust, a proprietary, branded family of funds exclusively containing funds managed by Shelton Capital Management. In recommending that the ICON Funds Board approve the Plan, ICON Advisers and Shelton Capital Management indicated to the ICON Funds Board that they view the reorganization of the Acquired Funds into similarly managed series of SCM Trust as important to a strategic plan they believe will result in more customized growth and distribution support, thereby resulting in the potential for increased assets and decreased operating expenses over the long term for the combined funds resulting from the Reorganizations (the “Combined Funds”). In addition, ICON Advisers and Shelton Capital Management recommended the ICON Funds Board approve the Plans because they believe that the Reorganizations will allow Acquired Fund shareholders to: (1) continue to invest in a mutual fund with the same investment objective and somewhat similar principal strategies as the Acquired Fund, and (2) potentially benefit over time from the operating efficiencies and economies of scale that may result from operating the Funds in a larger fund family. Each Reorganization is expected to constitute a reorganization within the meaning of Section 368(a) of the Code and the Acquired Fund, and its shareholders are not expected to recognize gain or loss for U.S. federal income tax purposes in the Reorganization, except that an Acquired Fund may recognize gain or loss on any “section 1256 contracts.” on any shares of a “passive foreign investment company.” and possibly certain other assets of the Acquired Fund.

In the case of the Emerging Markets Fund, the Acquiring Fund has the same investment objective and somewhat similar principal investment strategies as the Acquired Fund, as described below. Shelton Capital Management serves as the investment advisor to the Acquiring Fund and directly manages the Fund with no sub-adviser, and information about its international portfolio management team and approach is included in this Combined Prospectus/Proxy Statement.

Different service providers provide certain other services (i.e., custody, administrative, transfer agent, distribution and other general support services) to the Acquiring Funds than those used for by the Acquired Funds. The Acquiring Funds are series of SCM Trust, and therefore are overseen by a different board than the Acquired Fund.

Upon each Reorganization, all of the assets and liabilities of the Acquired Fund will be combined with those of the Acquiring Fund. Acquired Fund shareholders will receive a number of full and fractional shares of the Acquiring Fund equal in aggregate net asset value at the time of the Reorganization to the aggregate net asset value of such shareholder’s shares of the Acquired Fund. An account will be created for each shareholder of the Acquired Fund that will be credited with shares of the Acquiring Fund with an aggregate net asset value equal to the aggregate net asset value of the shareholder’s Acquired Fund shares at the time of the Reorganization, subject to the following: the value of the assets of the Acquired Fund will be determined in accordance with the Acquiring Fund’s valuation procedures (although it is not anticipated that the use of the Acquiring Fund’s valuation procedures will result in a material revaluation of the Acquired Fund’s assets at the time of the Reorganization). The chart below indicates which Acquiring Fund share class you will receive in the Reorganization, depending on which Acquired Fund share class you currently own:

The number of Acquiring Fund shares of each class that a shareholder of each Acquired Fund receives will depend on the relative net asset values per share of the applicable class of each Fund immediately prior to the Reorganization. Thus, although the aggregate net asset value in a shareholder’s account will be the same, a shareholder may receive a greater or lesser number of shares of the Acquiring Fund than the number of shares of the Acquired Fund held by the shareholder. No physical share certificates will be issued to shareholders. Because in certain cases as described above two or more Acquired Funds are reorganizing into a single Acquiring Fund, an Acquired Fund shareholder in such case will hold a smaller percentage of ownership in the Acquiring Fund than such shareholder held in the Acquired Fund prior to the Reorganization.

For all Acquiring Funds other than the Emerging Markets Fund, ICON Advisers, Inc. serves as the investment sub-adviser using the same portfolio management team as is currently used for each corresponding Acquired Fund. ICON Advisers, Inc. is an SEC-registered investment advisor that manages the 17 Acquired funds. As of December 31, 2019, ICON Advisers managed approximately $930 in assets.

Shelton Capital Management has served as investment advisor to the Emerging Markets Acquiring Fund since its inception as a new Fund in connection with the anticipated Reorganization. The Fund is managed by Shelton’s international portfolio management team lead by Mr. Andrew Manton as the portfolio manager. Mr. Manton joined the Shelton Capital Management in July 2016 after serving as a Senior Portfolio Manager at WHV Investments. Prior to his affiliation with WHV Investments, Mr. Manton was a Senior Research Analyst and a member of the Large Cap Global Equities team at Victory Capital Management, and an analyst in both the fundamental Active Equities and Quantitative Strategies groups at Deutsche Asset Management. He has a BS in Finance from the University of Illinois at Chicago and an MBA with a concentration in Quantitative Finance and Accounting from the Tepper School of Business at Carnegie Mellon University. In addition to Mr. Manton, the international portfolio management team includes two experienced investment analysts. The team is based in Shelton Capital Management’s Greenwich, CT office.

In other cases, the Acquiring Funds will be successors to only one Acquired Fund, and have the same investment objectives, principal investment strategies, principal risks, and investment policies as the predecessor Acquired Funds.

For the Emerging Markets Funds, the investment objectives of the Funds are the same. The principal investment strategies of the Acquired Fund and the Acquiring Fund are similar in certain respects, including an approach where both are managed to a significant degree using quantitative methods. The Acquiring Fund however uses a corporate lifecycle analysis whereas the Acquired Fund uses an analysis based on equity market themes tied to relative pricing of intrinsic value. Because the Funds focus on emerging markets securities, they also have similar principal risks.

Other than the Emerging Markets Funds, the Acquired and Acquiring Funds have identical investment restrictions, including those which are “fundamental.” Under the Investment Company Act of 1940, as amended (the “1940 Act”), a “fundamental” investment restriction is one that cannot be changed without shareholder approval.

Taken as a whole, the Emerging Markets Funds have similar investment restrictions, including those which are fundamental. The Acquired Fund has a non-fundamental investment restriction limiting its investments in illiquid securities. Although the Acquiring Fund does not have a corresponding stated investment restriction, the Acquiring Fund’s policy is to limit its investments in illiquid securities to the same extent as the Acquired Fund, as required under the 1940 Act. After the Reorganization, the combined Fund will follow the investment restrictions of the Acquiring Fund. The Acquired Fund also has certain other non-fundamental investment restrictions that are not policies of the Acquiring Fund as described in the Combined Prospectus/Proxy Statement.

In addition, Shelton Capital Management believes that over time combining the assets of the Acquired Funds with the assets of the Acquiring Funds may result in operating efficiencies and economies of scale, perhaps further lowering the total annual operating expense ratio as certain fixed fees are spread across a larger asset base. There can be no assurance, however, that such operating efficiencies and economies of scale will be realized.

For more information please see the pro forma Fee Tables in the Combined Prospectus/Proxy Statement.

Currently, Third Party Service Arrangements are provided to each Acquired Fund and Acquiring Fund by the following:

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The investments held by each Acquired Fund as of December 31, 2019 fall within the investment restrictions and investment guidelines of the corresponding Acquiring Fund, and therefore sales of portfolio securities in connection with the Reorganization are not anticipated. Changes in portfolio investments may occur in the ordinary course of investing and in accordance with the each Acquired Fund’s investment strategies and limitations, and in light of market developments.

PLEASE VOTE THE ENCLOSED PROXY BALLOT CARD.

YOUR VOTE IS VERY IMPORTANT

INSTRUCTIONS FOR SIGNING PROXY CARDS

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

Individual Accounts:

COMBINED PROSPECTUS/PROXY STATEMENT

RELATING TO THE ACQUISITION OF ASSETS OF

Each a series of ICON Funds

5299 DTC Blvd, Suite 1200

Greenwood Village, CO 80111

BY AND IN EXCHANGE FOR INVESTOR CLASS AND INSTITUTIONAL CLASS SHARES OF

Each a series of SCM Trust

1875 Lawrence Street, Suite 300

Denver, CO 80202-1805

(800) 955-9988

April __, 2020

This Combined Prospectus/Proxy Statement is being furnished to shareholders of ICON Fund, ICON Energy Fund, ICON Long/Short Fund, ICON Industrials Fund, ICON Opportunities Fund, ICON Natural Resources Fund, ICON Equity Income Fund, ICON Information Technology Fund, ICON Risk-Managed Balanced Fund, ICON Healthcare Fund, ICON Consumer Discretionary Fund, ICON Utilities Fund, ICON Consumer Staples Fund, ICON Flexible Bond Fund, ICON Financial Fund, and ICON Emerging Markets Fund (each, an “Acquired Fund” and collectively, the “Acquired Funds”), each series of ICON Funds (“ICON Funds”), in connection with the solicitation of proxies by the Board of Trustees of ICON Funds (the “ICON Funds Board”) for use at a Special Meeting of Shareholders (the “Special Meeting”) of the Acquired Funds, to be held at 11:00 a.m. Mountain time on May 20, 2020, at the offices of ICON Funds, 5299 DTC Blvd, Suite 1200 Greenwood Village, CO. At the Special Meeting, you and the other shareholders of your Acquired Fund will be asked to consider and vote upon the following proposals:

Each of the Agreements and Plans of Reorganization referred to the in the foregoing proposals is a “Plan”, and each of the transactions described in the foregoing proposals pursuant to each Plan is a “Reorganization.”

The ICON Funds Board and the Board of Trustees of SCM Trust (the “SCM Trust Board”) each believes that each Reorganizations is in the best interests of its respective Fund, and that the interests of the respective Fund’s shareholders will not be diluted as a result of the Reorganization. In addition, the ICON Funds Board unanimously recommends that shareholders of each Acquired Fund vote FOR the proposal.

For U.S. federal income tax purposes, each Reorganization is intended to qualify as a “reorganization” for the Funds and their shareholders and is not expected to result in the recognition of taxable gain by shareholders of the Acquired Fund.

The Acquired Funds are series of ICON Funds and the Acquiring Funds are series of SCM Trust. The Acquired Funds and the Acquiring Funds are sometimes each referred to separately as a “Fund”, and together as the “Funds.” Other than the two Emerging Markets Funds, the Funds have the same investment objectives, principal investment strategies, principal risks, and investment policies.

The Emerging Markets Funds have the same investment objectives, and somewhat similar principal investment strategies, principal risks, and investment policies. There are some differences, however, and these are described in response to the question “What are the primary differences between the objectives, principal investment strategies and investment restrictions of the Acquired Fund and the Acquiring Fund?” below, and also under “Summary of Investment Objectives, Strategies and Risks” in this Combined Prospectus/Proxy Statement.

This Combined Prospectus/Proxy Statement sets forth concisely the information about the Acquiring Funds that shareholders of the Acquired Funds should know before investing and should be read and retained by investors for future reference.

The following documents have been filed with the Securities and Exchange Commission (the “SEC”) and are incorporated into this Combined Prospectus/Proxy Statement by reference:

Copies of these documents are available without charge and can be obtained for the Acquired Fund by writing to ICON Funds at 5299 DTC Blvd, Suite 1200, Greenwood Village, CO 80111 or calling (toll-free) 1-(800)-764-0442, and for the Acquiring Fund by writing to the Acquiring Fund c/o Shelton Capital Management, 1875 Lawrence Street, Suite 300, Denver, CO 80202-1805 or by calling (toll free) 1-(800) 955-9988.

Each Fund is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), and files reports, proxy materials and other information with the SEC. Copies may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov or from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549 at prescribed rates. In addition, copies of these documents may be viewed online or downloaded from the SEC’s website at www.sec.gov.

Please note that investments in the Funds are not bank deposits, are not federally insured, are not guaranteed by any bank or government agency and may lose value. There is no assurance that either Fund will achieve its investment objective.

AS WITH ALL OPEN-END MUTUAL FUNDS, THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED ON THE ADEQUACY OF THIS COMBINED PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Table of Contents

I. PROPOSALS 1-16 – TO APPROVE THE AGREEMENTS AND PLANS OF REORGANIZATION

A. Overview

On October 23, 2019 Shelton Capital Management and ICON Advisers, Inc. (“ICON Advisers” or “ICON”) entered into a Transaction Agreement pursuant to which, among other things, it was agreed that one or more Acquired Funds would be reorganized into each Acquiring Fund subject to approval by the ICON Funds Board, the SCM Trust Board, and by the shareholders each Acquired Fund. The proposed Reorganizations will result in the consolidation of 16 ICON Funds into eight new Acquiring Funds as shown in the table below.

The Transaction Agreement also provides for reorganizations of the ICON International Fund into the Shelton International Select Equity Fund, an existing series of SCM Trust after such reorganization is approved by the ICON Funds Board, the SCM Trust Board, and the fund shareholders in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”). The International Fund reorganization is the subject of a separate combined prospectus/proxy statement.

After careful consideration, at meetings held on January 21, 2020 and February 7, 2020, the ICON Funds Board, for the reasons discussed later in this Combined Prospectus/Proxy Statement, approved an Agreement and Plan of Reorganization (the “Plan”) with respect to each Acquired Fund, a copy of the form of which is attached to this Combined Prospectus/Proxy Statement as Appendix A. Under each Plan, subject to satisfaction of certain closing conditions described below (the “Closing Conditions”), the Acquired Fund will transfer all of its assets to the Acquiring Fund in exchange for the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund and the transfer by the Acquiring Fund to the Acquired Fund the number of Investor Class and the number of Institutional Class shares of the Acquiring Fund having an aggregate net asset value to the aggregate net asset value of the Class A and Class C shares (with respect to Investor Class shares), and Class S shares (with respect to Institutional Class shares) of the Acquired Fund, outstanding immediately after the close of business (4:00 p.m. Eastern Time) on June 12, 2020, or such other date as ICON Funds and SCM Trust may mutually agree (the “Closing Date”), subject to the following: the value of the assets of the Acquired Fund will be determined in accordance with the Acquiring Fund’s valuation procedures. (Although it is not anticipated that the use of the Acquiring Fund’s valuation procedures will result in a material revaluation of the Acquired Fund’s assets at the time of the Reorganization, in such even the Acquiring Fund would take appropriate steps to notify shareholders). This will be followed by a distribution by the Acquired Fund to its shareholders of the shares of each class of the Acquiring Fund so that each Acquired Fund shareholder will receive Investor Class or Institutional Class shares of the Acquiring Fund equivalent in value to the Acquired Fund Class A and Class C shares (with respect to Investor Class shares), and Class S shares (with respect to Institutional Class shares), held by such shareholder as of the Closing Date, or such other date as ICON Funds and SCM Trust may mutually agree (the “Effective Time”). The Acquired Fund will then be liquidated and terminated as a series of ICON Funds and the Acquiring Fund will continue as the surviving fund (the transactions described in this paragraph are collectively referred to as the “Reorganization”). The Board of Trustees of SCM Trust (the “SCM Trust Board”), on behalf of the Acquiring Funds, separately approved each Plan at a meeting held on February 5-6, 2020.

As set forth in each Plan, each Reorganization is subject to certain normal and customary closing conditions as described therein. Failure of any of the Closing Conditions may result in the Reorganization not being completed. Such Closing Conditions include that the Acquired Fund and the Acquiring Fund receive an opinion from Davis Graham & Stubbs LLP, dated as of the Closing Date, regarding the characterization of the Reorganization as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); the Acquiring Fund’s filing on Form N-14 including this Combined Prospectus/Proxy Statement will have been declared effective; all service provider certifications and other certifications as required by the Plan will be executed and delivered; and the requisite shareholder approval will be obtained and other conditions outlined in the Plan will be satisfied. Each Reorganization may occur separately of the others and is not contingent on the approval of any other Reorganization.

Shelton Capital Management will bear the costs relating to each Reorganization as set forth in the respective Plan, including transfer agent conversion costs up to $75,000 for all Reorganizations in the aggregate. Because it is anticipated that such transfer agent conversion costs will be less than $75,000, it is not anticipated that the Funds will bear any costs relating to the Reorganization. The expenses associated with each Reorganization include costs of printing, costs of mailing the Combined Prospectus/Proxy Statement, the costs of holding the Special Meeting, EDGAR filing fees and legal expenses.

Shelton Capital Management serves as the investment advisor to each Acquiring Fund. Shelton Capital Management is an SEC-registered investment advisor established in 1985 that manages both equity and fixed income mutual funds as well as separately managed accounts, and a private fund. As of December 31, 2019, Shelton Capital Management managed approximately $2.2 billion in assets, including 13 mutual funds in two trusts.

For all Acquiring Funds other than the Emerging Markets Fund, ICON Advisers, Inc. serves as the investment sub-adviser using the same portfolio management team as is currently used for each corresponding Acquired Fund. ICON Advisers, Inc. is an SEC-registered investment advisor which as of December 31, 2019 managed approximately $930 million in assets, including the 17 Acquired Funds.

Shelton Capital Management has served as investment advisor to the Emerging Markets Acquiring Fund since its inception as a new Fund in connection with the anticipated Reorganization. The Fund is managed by Shelton’s international portfolio management team lead by Mr. Andrew Manton as the portfolio manager. Mr. Manton joined the Shelton Capital Management in July 2016 after serving as a Senior Portfolio Manager at WHV Investments. Prior to his affiliation with WHV Investments, Mr. Manton was a Senior Research Analyst and a member of the Large Cap Global Equities team at Victory Capital Management, and an analyst in both the fundamental Active Equities and Quantitative Strategies groups at Deutsche Asset Management. He has a BS in Finance from the University of Illinois at Chicago and an MBA with a concentration in Quantitative Finance and Accounting from the Tepper School of Business at Carnegie Mellon University. In addition to Mr. Manton, the international portfolio management team includes two experienced investment analysts. The team is based in Shelton Capital Management’s Greenwich, CT office.

Shelton Capital Management currently advises 13 mutual funds other than the Acquiring Funds. The Acquiring Funds are new series of SCM Trust, a proprietary, branded family of funds exclusively containing funds managed by Shelton Capital Management. In recommending that the ICON Funds Board approve each Plan, ICON Advisers and Shelton Capital Management indicated to the ICON Funds Board that they view the reorganizations of the Acquired Funds into similarly managed series of SCM Trust as important to a strategic plan they believe will result in more customized growth and distribution support, thereby resulting in the potential for increased assets and decreased operating expenses over the long term. In addition, ICON Advisers and Shelton Capital Management recommended the ICON Funds Board approve the Plans because they believe that the Reorganizations will allow Acquired Fund shareholders to: (1) continue to invest in a mutual fund with the same investment objective and somewhat similar principal strategies as the Acquired Fund, and (2) potentially benefit over time from the operating efficiencies and economies of scale that may result from operating the Funds in a larger fund family. In a mutual fund combination transaction like each Reorganization, the potential for achieving economies of scale results from the greater asset size of the combined Fund, where that is the case, and also from operating within a larger affiliated group of Funds, although there can be no assurance that such economies of scale will be realized. Each Fund bears certain fixed costs that will be spread out over a larger asset base in the combined Fund and with other affiliated Funds, therefore reducing the impact on the Funds and potentially reducing the combined Fund’s expense ratio. Each Board has determined that the interests of existing shareholders of its respective Fund will not be diluted as a result of the transactions contemplated by each Reorganization.

As further described in Section E below, the ICON Funds Board believes that the terms of each Reorganization are in the best interests of the Acquired Fund’s shareholders able and that the interests of existing shareholders of the respective Acquired Fund will not be diluted as a result of the proposed Reorganization.

B. Summary Comparison of Funds and Principal Risks

Investment Objectives. The investment objectives of the Funds are essentially the same. The Acquiring Fund seeks to achieve long-term capital appreciation, and the Acquired Fund seeks long-term capital appreciation.

Principal Investment Strategies. The principal investment strategies of the Acquired Fund and the Acquiring Fund are also somewhat similar, including an approach where both are managed to a significant degree using quantitative methods.

The table below provides a complete comparison.

Principal Investment Strategies. The principal investment strategies of the Acquired Funds and the Acquiring Funds are generally similar. In certain cases, the Acquiring Funds intend to operate as an amalgamation of two or more Acquired Funds with principal investment strategies and/or investible universes that are combinations of those used by the predecessor Acquired Funds. Generally, however the investment strategies and principal risks are similar since they are managed by the same investment management team with the same quantitative investment approach. For more information, please see the table below comparing the principal investment strategies of the Acquired Funds with the Corresponding Acquiring Funds.

In other cases, the Acquiring Funds will be successors to only one Acquired Fund, and have the same investment objectives, principal investment strategies, principal risks, and investment policies as the predecessor Acquired Funds.

For the equity Funds, these strategies use ICON’s methodology to identify stocks, industries and sectors in purchasing equity securities that its methodology suggests are trading below our calculation of intrinsic value. The ICON valuation methodology is rooted in the fundamentals of finance. Earnings, future earnings growth, risk as measured by beta, and opportunity costs as determined by bond yields help ICON calculate our understanding of the intrinsic value of a company. ICON relies on the integrity of the financial statements released to the market as a part of its analysis.

ICON believes that equity markets go through themes over time, simply stated, stocks in industries that were market leaders at one time tend to become overpriced relative to intrinsic value, and stocks in industries that were not in favor tend to drop below intrinsic value. Each Fund will sell securities in industries ICON believes are overpriced and buy securities in industries it believes are underpriced. ICON believes its combination of industry rotation and bottom-up valuation distinguishes us from other investment managers. Equity securities in which a Fund may invest include common stocks and preferred stocks of companies of any market capitalization.

ICON uses these fundamentals to analyze hundreds of companies included in approximately 160 separate sub-industries, that change over time, and eleven basic market sectors as classified by the Standard & Poor’s Global Industry Classification Standard. ICON compares its valuation of a security to its current market price to arrive at a “value-to- price” ratio for each stock, and in turn, develop a value-to-price ratio for each of the industries. Portfolio Managers then have discretion to choose the individual securities they determine should comprise the portfolio. The value-to-price ratio guides our determination as to whether stocks, sub-industries, industries or sectors are over- or underpriced. As themes in the market change over time, different countries, sub-industries, industries and sectors may become leaders.

In addition to using our methodology to evaluate stocks and industries to categorize each as over- or underpriced relative to the broad market, ICON may factor in relative strength. In general, relative strength is a measure of the performance of an industry in relation to the performance of the broader market over a period of time.

For more details see the table below.

The investments held by each Acquired Fund as of December 31, 2019 fall within the investment restrictions and investment guidelines of the corresponding Acquiring Fund, and therefore sales of portfolio securities in connection with the Reorganization are not anticipated. Changes in portfolio investments may occur in the ordinary course of investing and in accordance with the each Acquired Fund’s investment strategies and limitations, and in light of market developments.

Principal Investment Risks. Because the Funds have similar principal investment strategies, they also have similar principal investment risks, which are set forth in the table below, followed by descriptions of such risks.

The Funds are designated in the table below using the following corresponding capitalized letters, with the Acquiring Funds shown in bold.

Industry and Concentration Risk. Companies that have similar lines of business are grouped together in categories called industries. Certain industries are grouped together in broad categories called sectors. The Fund may overweight industries within various sectors and may invest up to 25% of the Fund’s total assets in a single industry. The fact that the Fund may overweight a specific industry or industries may cause the Fund’s performance to be more susceptible to political, economic, business or other developments that affect those industries or sectors. This overweighting means the Fund may be less diverse and more volatile than its benchmark. Moreover, to the extent a Fund generally maintains a relatively small portfolio, holding a smaller, more concentrated portfolio rather than a larger, more diversified portfolio may likewise cause the Fund to be more volatile and susceptible to political, economic, business and other developments, all of which could adversely affect performance.

Small and Mid-Size Company Risk. The Fund may invest in small or mid-size companies which in turn may involve greater risk of loss and price fluctuation. The trading markets for securities of small-cap issuers may be less liquid and more volatile than securities of larger companies.

Stock Market Risk. The value of the stocks and other securities owned by the Fund will fluctuate depending on the performance of the companies that issued them, general market and economic conditions, and investor confidence. The market also may fail to recognize the intrinsic worth of an investment or ICON may misgauge that worth.

Portfolio Turnover Risk. Active trading generates transaction costs which, in turn, can affect performance. 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, affect the Fund’s performance.

Non-Diversified Portfolio Risk. The Fund is “non-diversified” which means it may own larger positions in a smaller number of securities than portfolios that are “diversified”. The Fund may invest up to 25% of its total assets in the securities of one issuer. This means that an increase or decrease in the value of a single security likely will have a greater impact on the Fund’s net asset value (“NAV”) and total return than a diversified portfolio. The Fund’s share prices may also be more volatile than those of a diversified fund.

Value Investing Risk. The prices of value stocks may lag the stock market for long periods of time if the market fails to recognize ICON’s evaluation of the company’s intrinsic worth.

Investment in Other Investment Companies Risk. The Fund may invest in other investment companies. As with other investments, investments in other investment companies, including closed-end funds (which include business development companies (“BDCs”), unit investment trusts, open-end investment companies, and exchange traded funds, are subject to many of the same risks as investing directly in the underlying instruments, including market risk and, for non-index strategies, selection risk. In addition, if the Fund acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of the investment companies (including management and advisory fees). If the Fund acquires shares of one or more underlying funds, shareholders bear both their proportionate share of expenses in the Fund (excluding management and advisory fees attributable to those assets of the Fund invested in the underlying funds) and, indirectly, the expenses of the underlying funds (including management and advisory fees). Further, the closed-end fund market is inefficient. Many closed-end funds (“CEFs”), including many in which the Fund invests, are small or micro-cap securities. There is little independent research published on CEFs and limited availability of data makes research difficult and time consuming. CEFs may trade unpredictably. The underlying assets may be unknown and their value not readily determinable. The Fund often purchases CEFs believing they are trading at a discount to NAV, and an ongoing corporate action will cause the discount to narrow or disappear. With little independent analysis of the CEFs’ individual assets, the Fund essentially makes a value-based arbitrage strategy. The Fund will look to events like pending or proposed tender offers, liquidations, take-over plays etc. If the event is not preceded by an official announcement — and is, instead, “pending” or “anticipated” — this strategy can be very risky. If the event is announced, there is still the possibility that it will not happen. In sum, investing in CEFs in general, and CEF arbitrage plays in particular carry unique and arguably heightened risks.

Credit Risk. The Fund could lose money if the issuer of a fixed income security is unable to meet its financial obligations or goes bankrupt. Failure of an issuer to make timely payments of principal and interest or a decline or perception of decline in the credit quality of a fixed income security can cause a security’s price to fall, potentially affecting the Fund’s share price. Furthermore, the Fund invests primarily in corporate bonds, which are not guaranteed by the U.S. government. If the corporate issuer or guarantor of a debt security is unable or unwilling to honor its obligations, the government will not intervene if the issuer defaults and the Fund will lose its investment in the issue.

Changes in Debt Ratings. If a rating agency gives a convertible security a lower rating, the value of the security may decline because investors will demand a higher rate of return.

Bond Risk. Bond prices tend to move inversely with changes in interest rates. Bonds with longer maturities are more sensitive to changes in interest rates. Slower payoffs effectively increase duration, also heightening interest rate risk. The Fund could lose money if the issuer of the bonds is unable to meet its financial obligations or goes bankrupt. Failure of an issuer to make timely payments of principal or interest, or a decline in the perception in the credit quality of a bond could affect bond prices. If a credit rating agency gives a debt security a lower rating, the value or liquidity of the bond may be adversely affected. Bonds, unlike equities listed on a national securities exchange, have less liquidity and the Fund may not be able to sell the bonds when it wants to sell, or if it can, it may need to sell at greatly reduced prices because of the lack of demand.

Interest Rate Risk. Bond prices tend to move inversely with changes in interest rates. For example, when interest rates rise, bond prices generally fall. Securities with longer maturities are more sensitive to changes in interest rates. Performance could also be affected if unexpected interest rate trends cause the Fund’s mortgage or asset-backed securities to be paid off substantially earlier or later than expected. Slower payoffs effectively increase maturity, also heightening interest rate risk. When interest rates fall, many mortgages are refinanced, and mortgage-backed securities may be repaid early. As a result, the Fund may not experience the increase in market value from these securities that normally accompanies a decline in interest rates.

Interest Rate Risk – Convertible securities. Convertible securities tend to move inversely with changes in interest rates. For example, when interest rates rise, prices of convertible securities generally fall. Securities with longer maturities tend to be more sensitive to changes in interest rates. Due to their hybrid nature, convertible securities are typically more sensitive to changes in interest rates than the underlying common stock, but less sensitive to interest rate changes than a fixed-rate corporate bond.

High Yield Risk. The Fund may invest up to 35% of the Fund’s total assets in high yield securities (commonly known as “junk bonds”) which may be subject to greater levels of interest rate, credit and liquidity risk than investment grade securities. These securities may be considered speculative with respect to the issuer’s continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for junk bonds and reduce the Fund’s ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, the Fund may lose its investment in the issue.

Liquidity Risk. Liquidity risk exists when particular investments are difficult to purchase or sell. The Fund’s investment in less liquid securities may reduce the Fund’s returns because it may be unable to sell the less liquid security at an advantageous time or price.

Short Sale Risk. If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold short. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale. In addition, because the Fund’s loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited. By contrast, the Fund’s loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s value cannot drop below zero. Because the Fund screens and buys and sells securities using a value based, quantitative methodology, the Fund may be entirely long or entirely short depending on where the Portfolio Manager sees value and reads the market in general.

Segregated Account Risk. Until the Fund replaces a borrowed security, it is required to maintain a segregated account of cash or highly liquid securities with a broker or custodian to cover the Fund’s short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. As a result, there is the possibility that segregation of a large percentage of the Fund’s assets could affect its portfolio management.

ETF Risk. Investing in an ETF will provide the Fund with exposure to the securities comprising the index on which the ETF is based and will expose the Fund to risks similar to those of investing directly in those securities. Shares of ETFs typically trade on securities exchanges and may at times trade at a premium or discount to their net asset values. In addition, an ETF may not replicate exactly the performance of the benchmark index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or the number of securities held. Investing in ETFs, which are investment companies, involves duplication of advisory fees and certain other expenses. The Fund will pay brokerage commissions in connection with the purchase and sale of shares of ETFs.

Leveraged and Inverse ETF Risk. Risks associated with investing in inverse and leveraged ETFs include compounding risk, derivative securities risk, correlation risk and leverage. Most leveraged and inverse ETFs “reset” daily, meaning that they are designed to achieve their stated objectives on a daily basis. Their performance over longer periods of time - over weeks or months or years - can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period of time. This effect can be magnified in volatile markets.

Stock Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the world, national or international political events, natural disasters, the spread of infectious illness or other public health issue, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally.

Developing and Emerging Markets Risk. The economies of developing or emerging market countries may be more dependent on relatively few industries that may be highly vulnerable to local and global changes than economies in more developed countries. The governments of developing and emerging market countries may be less stable than the governments of more developed countries. Countries in the emerging markets generally have less developed securities markets or exchanges, and less developed legal and accounting systems, reduced availability of public information, and lack of uniform financial reporting and regulatory practices, which in turn may adversely impact the Fund’s ability to calculate accurately the intrinsic value of the securities. Securities of emerging or developing market companies may be less liquid and more volatile than securities in countries with more mature markets. The value of developing or emerging market currencies may fluctuate more than the currencies of countries with more mature markets. Investments in developing or emerging market countries may be subject to greater risks of government restrictions, including confiscatory taxation, expropriation or nationalization of a company’s assets, restrictions on foreign ownership of local companies and restrictions on withdrawing assets from the country. Investments in securities of issuers in developing or emerging market countries may be considered speculative and higher risk.

Global Natural Resources Risk. Global natural resources risks include price fluctuation caused by inflationary trends (whether actual or imagined), political developments, changes in energy or materials costs, changes in the supply of or demand for different natural resources, the costs assumed by natural resources companies in complying with environmental and safety regulations, and the risks associated with natural and man-made disasters.

Globalization Risk. The growing inter-relationship of global economies and financial markets has increased the effect of conditions in one country or region on issuers of securities in a different country or region. In particular, the adoption or prolongation of protectionist trade policies by one or more countries, changes in economic or monetary policy in the United States or abroad, or a slowdown in the U.S. economy, could lead to a decrease in demand for products and reduced flows of capital and income to companies in other countries. Those events might particularly affect companies in emerging and developing market countries.

Regional Focus. At times, the Fund might increase the relative emphasis of its investments in a particular region of the world. Stocks of issuers in a region might be affected by changes economic conditions or by changes in government regulations, availability of basic resources or supplies, or other events that affect that region more than others. If the Fund has a greater emphasis on investments in a particular region, it may be subject to greater risks from adverse events that occur in that region than the Fund that invests in a different region or that is more geographically diversified. Political, social or economic disruptions in the region may adversely affect the values of the Fund’s holdings.

Foreign Investment Risk. Investments in foreign securities involve different risks than U.S. investments, including fluctuations in currency exchange rates, potentially unstable political and economic structures, less efficient trade settlement practices, reduced availability of public information, and lack of uniform financial reporting and regulatory practices similar to those that apply to U.S. issuers. Foreign stock markets may also be less liquid and more volatile than U.S. stock markets.

Correlation Risk. The effectiveness of the Fund’s index option-based risk management strategy may be reduced if the performance of the Fund’s equity portfolio does not correlate to that of the index underlying its option positions.

Options Risk. Investments in options involve certain risks. These risks include:

Tax Consequences. The sale of call options generates premiums. These premiums typically will result in short-term capital gains to the Fund for federal and state income tax purposes. Transactions involving the disposition of the Fund’s underlying securities (whether pursuant to the exercise of a call option or otherwise) will give rise to capital gains or losses. Due to the tax treatment of securities on which call options have been written, the majority, if not all, of the gains from the sale of the underlying security will be short-term capital gains. Short-term capital gains are usually taxable as ordinary income when distributed to shareholders. Because the Fund does not have control over the exercise of the call options it writes, shareholder redemptions or corporate events involving its equity securities investments (such as mergers, acquisitions or reorganizations), may force it to realize capital gains or losses at inopportune times. The Fund intends to make quarterly distributions of income (versus capital gains), if any.

Additionally, the Funds with sector focused principal investment strategies have the following principal risks:

Industry, Sector, and Concentration Risk. Companies that have similar lines of business are grouped together in categories called industries. Certain industries are grouped together in broader categories called sectors.

Natural Resources Sector Funds: ICON Energy Fund, ICON Industrials Fund, ICON Natural Resources Fund, ICON Natural Resources Fund.

The Fund overweights industries within the Energy sector, which causes the Fund’s performance to be susceptible to the economic, business or other developments that affect those industries, including the Energy Equipment & Services and Oil, Gas & Consumable Fuels industries. Issuers in energy-related industries can be significantly affected by fluctuations in energy prices and supply and demand of energy fuels. Markets for various energy-related commodities can have significant volatility and are subject to control or manipulation by large producers or purchasers. Companies in the Energy sector may need to make substantial expenditures, and to incur significant amounts of debt, in order to maintain or expand their reserves. Oil and gas exploration and production can be significantly affected by natural disasters as well as changes in exchange rates, interest rates, government regulation, world events (including, but not limited to, instability in the Middle East), energy conservation, alternative energy sources, increases in energy efficiencies and economic conditions. These companies may be at risk for environmental damage claims.

The Fund overweights industries within the Industrials sector, which causes the Fund’s performance to be susceptible to the economic, business or other developments that affect those industries, including but not limited to the Aerospace & Defense, Agricultural & Farm Machinery, Air Freight & Logistics, Airlines, Airport Services, Building Products, Commercial Printing, Construction & Engineering, Construction Machinery & Heavy Trucks, Diversified Support Services, Electrical Components & Equipment, Environmental & Facilities Services, Heavy Electrical Equipment, Highways & Railtracks, Human Resources & Employment Services, Industrial Conglomerates, Industrial Machinery, Marine, Marine Ports & Services, Office Services & Supplies, Railroads, Research & Consulting Services, Security & Alarm Services, Trading Companies & Distributors, and Trucking industries. The Fund is subject to the risk that securities within the sector will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Industrials sector. The prices of the securities of companies operating in the Industrials sector may fluctuate due to the level and volatility of commodity prices, the exchange value of the dollar, import controls, worldwide competition, liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control devices.

The Fund overweights industries within the Natural Resources sectors, which causes the Fund’s performance to be susceptible to the economic, business or other developments that affect those industries, which include but are not limited to the energy (such as electricity and gas utilities, producers and developers, equipment and services, storage and transportation, gas/oil refining and marketing, service and drilling, pipelines and master limited partnerships (MLPs)), alternative energy (such as uranium, coal, nuclear, hydrogen, wind, solar, fuel cells), industrial products (such as building materials, cement, packaging, chemicals, materials infrastructure, supporting transport and machinery), forest products (such as lumber, plywood, pulp, paper, newsprint, tissue), base metals (such as aluminum, copper, nickel, zinc, iron ore and steel), precious metals and minerals (such as gold, silver, platinum, diamonds), and agricultural products (grains and other foods, seeds, fertilizers, water) industries. Investments in the natural resources and related sectors may be affected by numerous factors. For example, natural disaster (e.g. earthquakes or fires) and political events (such as coups or military campaigns) can affect the overall supply of a natural resource and the value of companies involved in such natural resource. Political risks and other risks to which foreign securities are subject also may affect domestic companies in which the Fund invests if they have significant operations or investments in foreign countries. In addition, interest rates, prices of raw materials and other commodities, international economic developments, energy conservation, tax and other government regulations (both domestic and foreign) may affect the supply of and demand for natural resources, which can affect the profitability and value of securities issued by companies in the natural resources sectors. Securities of companies within specific natural resources sectors can perform differently than the overall market. This may be due to changes in such things as the regulatory or competitive environment or to changes in investor perceptions regarding a sector. Because the Fund may allocate relatively more assets to certain natural resources sectors than others, the Fund’s performance may be more sensitive to developments which affect those sectors emphasized by the Fund.

Consumer Sectors: ICON Consumer Discretionary Fund, ICON Consumer Staples Fund, ICON Financial Fund, ICON Consumer Select Fund.

The Fund overweights industries within the Consumer Discretionary sector, which causes the Fund’s performance to be susceptible to the economic, business or other developments that affect those industries, including, but not limited to, the Apparel Retail, Apparel, Accessories & Luxury Goods, Auto Parts & Equipment, Automobile Manufacturers, Automotive Retail, Casinos & Gaming, Computer & Electronics Retail, Consumer Electronics, Department Stores, Distributors, Education Services, Footwear, General Merchandise Stores, Home Furnishings, Home Improvement Retail, Homebuilding, Home Furnishing Retail, Hotels, Resorts & Cruise Lines, Household Appliances, Housewares & Specialties, Internet & Direct Marketing Retail, Leisure Facilities, Leisure Products, Motorcycle Manufacturers, Restaurants, Specialized Consumer Services, Specialty Stores, Textiles and Tires & Rubber industries. The Fund is subject to the risk that securities within the sector will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Consumer Discretionary sector. The performance of companies operating in the Consumer Discretionary sector will also be affected by economic growth, consumer confidence, attitudes and spending. Changes in demographics and consumer tastes also can affect the demand for, and success of, consumer products and services in the marketplace. Moreover, the Consumer Discretionary sector encompasses businesses that tend to be sensitive to economic cycles.

The Fund overweights industries within the Consumer Staples sector, which causes the Fund’s performance to be susceptible to the economic, business or other developments that affect those industries, including the Agricultural Products, Brewers, Distillers & Vintners, Drug Retail, Food Distributors, Food Retail, Household Products, Hypermarkets & Super Centers, Packaged Foods & Meats, Personal Products, Soft Drinks and Tobacco industries. The Fund is subject to the risk that securities within the sector will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Consumer Staples sector. The performance of companies operating in the Consumer Staples sector will also be affected by consumer confidence, demands and preferences, and spending. In addition, companies in the Consumer Staples sector may be subject to risks pertaining to the supply of, demand for, and prices of raw materials.

The Fund overweights industries within the Financial sector, which causes the Fund’s performance to be susceptible to the economic, business or other developments that affect those industries, including the Asset Management & Custody Banks, Consumer Finance, Diversified Banks, Diversified Capital Markets, Financial Exchanges & Data, Insurance Brokers, Investment Banking & Brokerage, Life & Health Insurance, Mortgage REITS, Multi-line Insurance, Multi-sector Holdings, Other Diversified Financial Services, Property & Casualty Insurance, Regional Banks, Reinsurance, Specialized Finance, and Thrifts & Mortgage Finance industries. The Financials sector includes companies involved in banking, thrifts and mortgage finance, specialized finance, consumer finance, asset management and custody banks, investment banking and brokerage and insurance. The Fund is subject to the risk that securities within the sector will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Financials sector. Companies operating in the Financials sector are subject to extensive government regulation, which may limit the financial commitments they can make and the interest rates and fees they can charge. Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition.

Information Technology and Healthcare Sectors: ICON Information Technology Fund, ICON Healthcare Fund, ICON Health and Information Technology Fund

The Fund overweights industries within the Information Technology sector, which causes the Fund’s performance to be susceptible to the economic, business or other developments that affect those industries, including the Application Software, Communications Equipment, Data Processing & Outsourced Services, Electronic Components, Electronic Equipment & Instruments, Electronic Manufacturing Services, Internet Services & Infrastructure, IT Consulting & Other Services, Semiconductor Equipment, Semiconductors, Systems Software, Technology Distributors and Technology Hardware, Storage & Peripherals industries. The Fund is subject to the risk that securities within the sector will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Information Technology sector. The prices of the securities of companies operating in the Information Technology Sector are closely tied to market competition and may also demonstrate increased sensitivity to short product cycles and aggressive pricing, and problems with bringing products to market.

The Fund overweights industries within the Health Care sector, which causes the Fund’s performance to be susceptible to the economic, business or other developments that affect those industries, including the Biotechnology, Health Care Distributors, Health Care Equipment, Health Care Facilities, Health Care Services, Health Care Supplies, Health Care Technology, Life Sciences Tools & Services, Managed Health Care, and Pharmaceuticals industries. The Fund is subject to the risk that securities within the sector will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Health Care sector. The prices of the securities of companies operating in the Health Care sector are closely tied to government regulation and approval of their products and services, which can have a significant effect on the price and availability of those products and services. Competition, patent considerations, regulatory approval of products, and government proposed and adopted regulation may impact the performance of the Fund. Many of these products and services are also subject to rapid obsolescence, which may lower the market value of the securities of the companies in this sector.

Utilities Sector: ICON Utilities Fund, ICON Utilities and Income Fund

The Fund overweights industries within the Utilities sector, which causes the Fund’s performance to be susceptible to the economic, business or other developments that affect those industries, including the Electric Utilities, Gas Utilities, Independent Power Producers & Energy Traders, Multi-utilities, Renewable Electricity and Water Utilities industries. Utility companies are affected by supply and demand, operating costs, government regulation, environmental factors, liabilities for environmental damage and general civil liabilities, and rate caps or rate changes. The value of regulated utility equity securities may tend to have an inverse relationship to the movement of interest rates. The recent trend towards deregulation in the Utilities sector presents special risks. Utility companies may be subject to greater competition and have been permitted by regulators to diversify outside of their original geographic regions and their traditional lines of business. These opportunities may permit certain utility companies to earn more than their traditional regulated rates of return. Some companies, however, may be forced to defend their core business and may be less profitable. In addition, natural disasters, terrorist attacks, government intervention or other factors may render a utility company’s equipment unusable or obsolete and negatively impact profitability. Additional risks can include fuel and other operating cost increases, restrictions on operations and increased costs and delays associated with compliance with environmental and nuclear safety regulations, and difficulties involved in obtaining natural gas for resale or fuel for generating electricity at reasonable prices.

Investment Objectives. The investment objectives of the Funds are the same. Both Funds seek long-term capital appreciation.

Principal Investment Strategies. The principal investment strategies of the Acquired Fund and the Acquiring Fund are also somewhat similar, including an approach where both are managed to a significant degree using quantitative methods.

Principal Investment Risks. Because the Funds have somewhat similar principal investment strategies and invest primarily in international securities, they also have similar principal investment risks, which are set forth in the table below.

C. Comparison of Distribution and Purchase and Redemption Procedures

ICON Distributors, Inc. is the distributor (also known as the principal underwriter) of the shares of the Acquired Funds and is located at 5299 DTC Blvd, Suite 1200, Greenwood Village, CO. ICON Distributors, Inc. is a registered broker-dealer and is a member of FINRA.

RFS Partners, LP, located at 1875 Lawrence Street, Suite 300, Denver, CO 80202-1805, serves as the principal underwriter and distributor for the shares of the Acquiring Funds pursuant to an underwriting agreement with the SCM Trust. RFS Partners, LP is registered as a broker-dealer and is a member of FINRA.

A comparison of distribution and purchase and redemption policies and procedures as described in the respective prospectuses of the Acquired Funds and the Acquiring Funds is set forth in the following table.

D. Comparison of Investment Restrictions and Limitations.

Other than the Shelton Emerging Markets Funds all of the Acquired and Acquiring Funds have identical investment restrictions, including those which are “fundamental.” Under the 1940 Act, a “fundamental” investment restriction is one that cannot be changed without shareholder approval. These are listed in the left column of the table below.

Taken as a whole, the Acquired ICON Emerging Markets Fund and the Acquiring Shelton Emerging Markets Fund have similar investment restrictions, including those which are fundamental. The Acquired Fund has adopted a non-fundamental investment restriction limiting its investments in illiquid securities. Although the Acquiring Fund does not have a corresponding stated investment restriction, the Acquiring Fund’s policy is to limit its investments in illiquid securities to the same extent as the Acquired Fund, as required under the 1940 Act. Set forth below is a summary of these restrictions.

C. Comparison Fee Tables and Examples; Portfolio Turnover

Fee Table. The management fee, shareholder fees (fees paid directly from your investment) and annual fund operating expenses (expenses that are deducted from fund assets) of each Fund are described in the tables below. In most cases, the net annual fund operating expenses of each fully combined Acquiring Fund (after waivers) are expected to be the same or lower as the current net annual fund operating expenses (after waivers) for the Acquired Funds.

The following tables shows the comparative fees and expenses of each Acquired Fund and the respective Acquiring Fund for the 12-month period ended December 31, 2019. The tables also reflect the pro forma fees for the fully combined Acquiring Funds after giving effect to all Reorganizations as if the Reorganizations had occurred on December 31, 2019 (adjusted for current fees). Pro forma expense levels should not be considered an actual representation of future expenses or performance. Pro forma levels project anticipated expense levels but actual expenses may be greater or less than those shown. Because the Reorganizations are not dependent or contingent on each other, combinations of Acquired Funds different than those show below could occur.

For the fee tables, the Funds are designated using the following corresponding capitalized letters, with the Acquiring Funds shown in bold:

Expense Example

The following 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 you invest $10,000 in each Fund for the time periods indicated and then redeem your shares at the end of the period. The example also assumes that your investment has a 5% return each year and that each Fund’s operating expenses remain the same, including with respect to the fee waiver/expense reimbursement arrangements discussed in the table above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

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. Those costs, which are not reflected in annual Fund operating expenses or in the example expenses, affect a Fund’s performance. The Acquiring Fund has not yet commenced operations, so has no historic portfolio turnover. During the most recent fiscal year ended September 30, 2019 for the Acquired Funds, each Acquired Fund’s portfolio turnover rate was the following percentage of the average value of the Fund’s portfolio:

The Acquiring Fund is expected to experience portfolio turnover comparable to that of the ICON Fund, which most closely reflects the investment strategies and approach of the Acquiring Fund.

Expense Example

The following 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 you invest $10,000 in each Fund for the time periods indicated and then redeem your shares at the end of the period. The example also assumes that your investment has a 5% return each year and that each Fund’s operating expenses remain the same, including with respect to the fee waiver/expense reimbursement arrangements discussed in the table above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

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. Those costs, which are not reflected in annual Fund operating expenses or in the example expenses, affect a Fund’s performance. The Acquiring Fund has not yet commenced operations, so has no historic portfolio turnover. During the most recent fiscal year ended September 30, 2019 for the Acquired Funds, each Acquired Fund’s portfolio turnover rate was the following percentage of the average value of the Fund’s portfolio:

The Acquiring Fund is expected to experience portfolio turnover comparable to that of the ICON Fund, which most closely reflects the investment strategies and approach of the Acquiring Fund.

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C.3 ICON Consumer Discretionary Fund, ICON Consumer Staples Fund, and ICON Financial Fund Reorganizing into ICON Consumer Select Fund.

Expense Example

The following 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 you invest $10,000 in each Fund for the time periods indicated and then redeem your shares at the end of the period. The example also assumes that your investment has a 5% return each year and that each Fund’s operating expenses remain the same, including with respect to the fee waiver/expense reimbursement arrangements discussed in the table above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

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. Those costs, which are not reflected in annual Fund operating expenses or in the example expenses, affect a Fund’s performance. The Acquiring Fund has not yet commenced operations, so has no historic portfolio turnover. During the most recent fiscal year ended September 30, 2019 for the Acquired Funds, each Acquired Fund’s portfolio turnover rate was the following percentage of the average value of the Fund’s portfolio:

The Acquiring Fund is expected to experience portfolio turnover comparable to that of the ICON Financial Fund, which most closely reflects the investment strategies and approach of the Acquiring Fund.

Expense Example

The following 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 you invest $10,000 in each Fund for the time periods indicated and then redeem your shares at the end of the period. The example also assumes that your investment has a 5% return each year and that each Fund’s operating expenses remain the same, including with respect to the fee waiver/expense reimbursement arrangements discussed in the table above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

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. Those costs, which are not reflected in annual Fund operating expenses or in the example expenses, affect a Fund’s performance. The Acquiring Fund has not yet commenced operations, so has no historic portfolio turnover. During the most recent fiscal year ended September 30, 2019 for the Acquired Funds, each Acquired Fund’s portfolio turnover rate was the following percentage of the average value of the Fund’s portfolio:

The Acquiring Fund is expected to experience portfolio turnover comparable to that of the ICON Energy Fund, which most closely reflects the investment strategies and approach of the Acquiring Fund.

C.5 ICON Information Technology Fund, and ICON Healthcare Fund, Reorganizing into ICON Health and Information Technology Fund.

Expense Example

The following 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 you invest $10,000 in each Fund for the time periods indicated and then redeem your shares at the end of the period. The example also assumes that your investment has a 5% return each year and that each Fund’s operating expenses remain the same, including with respect to the fee waiver/expense reimbursement arrangements discussed in the table above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

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. Those costs, which are not reflected in annual Fund operating expenses or in the example expenses, affect a Fund’s performance. The Acquiring Fund has not yet commenced operations, so has no historic portfolio turnover. During the most recent fiscal year ended September 30, 2019 for the Acquired Funds, each Acquired Fund’s portfolio turnover rate was the following percentage of the average value of the Fund’s portfolio:

The Acquiring Fund is expected to experience portfolio turnover comparable to that of the ICON Information Technology Fund, which most closely reflects the investment strategies and approach of the Acquiring Fund.

C.6 ICON Utilities Fund Reorganizing into ICON Utilities and Income Fund.

Expense Example

The following 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 you invest $10,000 in each Fund for the time periods indicated and then redeem your shares at the end of the period. The example also assumes that your investment has a 5% return each year and that each Fund’s operating expenses remain the same, including with respect to the fee waiver/expense reimbursement arrangements discussed in the table above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

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. Those costs, which are not reflected in annual Fund operating expenses or in the example expenses, affect a Fund’s performance. The Acquiring Fund has not yet commenced operations, so has no historic portfolio turnover. During the most recent fiscal year ended September 30, 2019 for the Acquired Funds, each Acquired Fund’s portfolio turnover rate was the following percentage of the average value of the Fund’s portfolio:

The Acquiring Fund is expected to experience portfolio turnover comparable to that of the ICON Utilities Fund, which most closely reflects the investment strategies and approach of the Acquiring Fund.

C.7 ICON Flexible Bond Fund Reorganizing into ICON Flexible Bond Fund.

Expense Example

The following 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 you invest $10,000 in each Fund for the time periods indicated and then redeem your shares at the end of the period. The example also assumes that your investment has a 5% return each year and that each Fund’s operating expenses remain the same, including with respect to the fee waiver/expense reimbursement arrangements discussed in the table above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

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. Those costs, which are not reflected in annual Fund operating expenses or in the example expenses, affect a Fund’s performance. The Acquiring Fund has not yet commenced operations, so has no historic portfolio turnover. During the most recent fiscal year ended September 30, 2019 for the Acquired Funds, each Acquired Fund’s portfolio turnover rate was the following percentage of the average value of the Fund’s portfolio:

The Acquiring Fund is expected to experience portfolio turnover comparable to that of the ICON Flexible Bond Fund, which most closely reflects the investment strategies and approach of the Acquiring Fund.

C.8 ICON Emerging Markets Fund Reorganizing into Shelton Emerging Markets Fund.

Expense Example

The following 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 you invest $10,000 in each Fund for the time periods indicated and then redeem your shares at the end of the period. The example also assumes that your investment has a 5% return each year and that each Fund’s operating expenses remain the same, including with respect to the fee waiver/expense reimbursement arrangements discussed in the table above. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

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. Those costs, which are not reflected in annual Fund operating expenses or in the example expenses, affect a Fund’s performance. The Acquiring Fund has not yet commenced operations, so has no historic portfolio turnover. During the most recent fiscal year ended September 30, 2019 for the Acquired Funds, each Acquired Fund’s portfolio turnover rate was the following percentage of the average value of the Fund’s portfolio:

The Acquiring Fund is expected to experience portfolio turnover comparable to that of the ICON Emerging Markets Fund, which most closely reflects the investment strategies and approach of the Acquiring Fund.

D. Comparisons of Performance

Acquired Funds

Annual total returns for the Class C or Class S shares of each Acquired Fund as of December 31, 2019, were as follows for each year shown.

The bar charts and table below provide some indication of the risks of investing in each Acquired Fund by showing changes in the Acquired Fund’s performance from year to year and by showing how the average annual total returns of the Acquired Fund compare with the average annual total returns of a broad-based market index. Updated performance information is available at the Acquired Fund’s website, www.iconadvisers.com, or by calling the Acquired Fund at 1-(800) 764-0442. The Acquired Fund’s past performance, before and after taxes, is not necessarily an indication of how the Acquired Fund will perform in the future.

ICON Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 17.69% for the quarter ended March 31, 2019. The worst performance was (19.23)% for the quarter ended December 31, 2018.

ICON Long/Short Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 18.46% for the quarter ended March 31, 2019. The worst performance was (18.97)% for the quarter ended December 31, 2018.

ICON Opportunities Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 17.07% for the quarter ended March 31, 2019. The worst performance was (23.87)% for the quarter ended December 31, 2018.

ICON Equity Income Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 12.29% for the quarter ended March 31, 2019. The worst performance was (15.09)% for the quarter ended December 31, 2018.

Icon Risk Managed Balanced Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 11.51% for the quarter ended September 30, 2019. The worst performance was (14.19)% for the quarter ended December 31, 2018.

ICON Consumer Discretionary Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 14.63% for the quarter ended March 31, 2012. The worst performance was (13.25)% for the quarter ended December 31, 2018.

ICON Consumer Staples Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 11.89% for the quarter ended March 31, 2019. The worst performance was (9.06)% for the quarter ended December 31, 2018.

ICON Financial Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 21.88% for the quarter ended March 31, 2012. The worst performance was (22.35)% for the quarter ended September 30, 2011.

ICON Energy Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 21.39% for the quarter ended December 31, 2010. The worst performance was (28.65)% for the quarter ended December 31, 2018.

ICON Industrials Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 17.74% for the quarter ended March 31, 2019. The worst performance was (23.68)% for the quarter ended September 30, 2011.

ICON Natural Resource Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 19.34% for the quarter ended September 30, 2010. The worst performance was (25.43)% for the quarter ended September 30, 2011.

ICON Information Technology Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 20.33% for the quarter ended March 31, 2012. The worst performance was (18.00)% for the quarter ended December 31, 2018.

ICON Healthcare Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 17.47% for the quarter ended December 31, 2019. The worst performance was (14.80)% for the quarter ended December 31, 2018.

ICON Utilities Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 17.29% for the quarter ended March 31, 2016. The worst performance was (7.50)% for the quarter ended June 30, 2015.

ICON Flexible Bond Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 3.52% for the quarter ended September 30, 2010. The worst performance was (2.31)% for the quarter ended June 30, 2013.

ICON Emerging Markets Fund

During the period of time shown in the bar chart, the Acquired Fund’s highest quarterly return was 17.89% for the quarter ended March 31, 2012. The worst performance was (23.91)% for the quarter ended September 30, 2011.

The table below shows the average annual total return of the Acquired Funds as of December 31, 2019, compared with the performance of a broad-based market index.

Average Annual Total Returns for the periods ended December 31, 2019