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  MORGAN, LEWIS & BOCKIUS LLP

  ONE FEDERAL STREET

  BOSTON, MASSACHUSETTS 02110

  February 10, 2020

  VIA EDGAR

  U.S. Securities and Exchange Commission

    Division of Investment Management

    100 F Street, NE

    Washington, D.C. 20549

            Re:

              Aquila Municipal Trust (File No. 333-235952)

               Registration Statement on Form N-14

  Ladies and Gentlemen:

  This letter is to respond to comments we received from Ms. Anu Dubey of the Staff of the Division of Investment Management of the U.S. Securities and Exchange Commission regarding the proxy/registration statement on Form
    N-14 (the “Registration Statement”) filed by Aquila Municipal Trust (the “Registrant”) on January 17, 2020. Following are the Staff’s comments and the Registrant’s responses thereto:

  Legality Opinion

            1.
            Comment:
            The Staff noted that the form of legality opinion states that “based upon and subject to the foregoing, please be advised that it is our opinion that the Shares, when issued and sold in accordance with the Declaration, the By-Laws and the Resolutions and for the consideration described in the Agreement and Plan of Reorganization, will be validly issued, fully paid and
              nonassessable.”  The Staff noted that it believes that the italicized statement represents an inappropriate assumption.  The Staff noted that Section II.B.1.b. of the Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered
              Offerings issued by the Division of Corporation Finance of the Commission (October 14, 2011) states that the Staff understands the phrase “validly issued” to mean that the steps taken by the Registrant to create and issue the securities
              satisfied any procedural requirements of the applicable statute and any applicable provision of the Registrant’s governing documents, that the terms of the securities, and their issuance, do not violate the Registrant’s governing documents,
              and that the issuance has complied with any conditions on issuance in the resolution or other action approving the issuance.  The Staff requested that the opinion be revised to delete the italicized statement.

            Response:

              The Registrant undertakes to file a revised legality opinion in a post-effective amendment to the Registration Statement prior to the issuance of any shares in connection with the reorganization contemplated by the Registration Statement
                which states that “based upon and subject to the foregoing, please be advised that it is our opinion that the Shares, when issued and sold in accordance with the Agreement and Plan of Reorganization, will be validly issued, fully paid and
                nonassessable.”  The Registrant will not issue any such Shares until the revised legality opinion has been filed.

    2

  Questions and Answers

            2.
            Comment:
            The Staff noted that the Registrant states under “What am I being asked to vote ‘For’ at the Special Shareholder Meeting,” “How Will Your Fund’s Expenses Change as a Result of the Reorganization”
              and elsewhere in the N-14 that the anticipated benefits of the Reorganization include long-term costs savings.  The Staff noted that the Fee Table does not show any differences between the fees and expenses of the Current Fund and the pro
              forma fees and expenses of the Acquiring Fund, post-reorganization.  The Staff requested that the Registrant clarify in the discussion of long-term cost savings that expenses are not currently expected to change as a result of the
              Reorganization, to clarify the basis for any long-term cost savings, and that there is no assurance that any long-term cost savings will be achieved.

            Response:

              The Registrant notes that pro forma Trustee fees and expenses will be 0.01% lower for the Acquiring Fund, post reorganization.  Accordingly, the Registrant will revise the Fee Table to reflect that pro forma Other Expenses of the
                Acquiring Fund, post-reorganization, will be 0.01% lower than the Other Expenses of the Acquired Fund. A revised Fee Table and Expense Example are attached hereto as Exhibit A. The Registrant also will also revise the disclosure to delete
                references to long-term cost savings, and include a statement that it is anticipated that the Acquiring Fund’s aggregate Trustee fees and expenses, as well as the costs associated with holding Board and committee meetings, will be lower
                following the Reorganization.

            3.
            Comment:
            The Staff requested that the Registrant disclose the estimated dollar amount of Reorganization costs that each of the Acquired Fund and Aquila Municipal Trust are expected to pay in connection with
              the Reorganization under “Who Bears the Expenses Associated with the Reorganization” and under “Expenses of the Reorganization.”

            Response:

              The Registrant will add disclosure explaining that it is estimated that the Acquired Fund will bear Reorganization costs of approximately $202,600 (including proxy solicitation, mailing and attestation costs), and Aquila Municipal Trust
                will bear Reorganization costs of approximately $75,000.

  Principal Investment Strategies

            4.
            Comment:
            The Staff requested that the Registrant confirm if the Fund invests in securities issued by Puerto Rico as a principal investment strategy and, if so, to add corresponding disclosure to the
              principal investment strategies and principal risks sections.

            Response:

              The Registrant confirms that the Fund does not invest in securities issued by Puerto Rico as a principal strategy and, accordingly, no change to the disclosure is required.

  Portfolio Managers

            5.
            Comment:
            The Staff requested that the Registrant revise the disclosure to clarify that the portfolio managers are jointly and primarily responsible for the day-to-day portfolio management of the Fund or,
              alternatively, to identify the portfolio manager that is primarily responsible for the day-to-day portfolio management of the Fund.

            Response:

              The Registrant will revise the disclosure to clarify that Mr. Christopher Johns and Mr. Timothy Iltz are jointly and primarily responsible for the day-to-day portfolio management of the Fund.

    3

  Fee Table

            6.
            Comment:
            The Staff requested that the Registrant confirm that fees waived under the contractual fee waiver agreement described in footnote 3 to the Fee Table are not subject to recapture.  The Staff
              requested that, if such fees waived are subject to recapture, the Registrant describe the terms of recapture and confirm that recapture is limited to three years from the date of waiver/reimbursement.  The Staff requested that the Registrant
              also disclose that any recapture would be limited to the lesser of the expense cap in effect at the time of the waiver or the expense cap in effect at the time of recapture.  The Staff noted that if the Manager has the right to recover from
              the Successor Fund amounts waived with respect to the Current Fund, the Staff may have additional comments.

            Response:

              The Registrant confirms that fees waived under the contractual fee waiver agreement described in footnote 3 to the Fee Table are not subject to recapture.

            7.
            Comment:
            The Staff noted that the Registrant includes a separate line item for Acquired Fund Fees and Expenses in the Fee Table and requested that the Registrant confirm if the Fund invests in other
              investment companies is a principal investment strategy and, if so, to add corresponding disclosure to the principal investment strategies and principal risks sections.

            Response:

              The Registrant confirms that the Fund does not invest in other investment companies as a principal investment strategy and, accordingly, no change to the disclosure is required.

  Capitalization Table

            8.
            Comment:
            The Staff requested that the Registrant include pro forma adjustments to shares outstanding, if any, in the Capitalization Table.

            Response:

              The Registrant will include pro forma adjustments to shares outstanding, if any, in the Capitalization Table.

  Adjournments

            9.
            Comment:
            The Staff requested that the Registrant delete the statement that if sufficient votes “For” a proposal have not been received, the persons named as proxies may propose an adjournment of the Meeting
              with respect to such proposal, or include a separate proposal asking shareholders for approval to adjourn the meeting to solicit additional votes.  The Staff also requested that the Registrant delete the statement that broker non-votes may,
              at the discretion of the proxies named therein, be voted in favor of adjournment, or explain the authority for such statement.

            Response:

              The Registrant will replace the disclosure referenced by the Staff with a statement that the person presiding at the Meeting may adjourn the Meeting with respect to one or more matters to be considered at the Meeting, whether or not a
                quorum is present with respect to such matter, and the Meeting may be held as adjourned without further notice.

    4

  Purchases and Redemptions of Fund Shares

            10.
            Comment:
            The Staff noted that the price an investor will pay is based on the NAV next determined after the investor’s purchase order is received in proper form and that shares will be redeemed at the next
              NAV determined after the investor’s redemption request has been received in proper form.  The Staff requested that the Registrant add disclosure to explain what is meant by receipt in proper form.

              Response:

                The Registrant will add disclosure to clarify that when an investor buys, exchanges or redeems shares, the shareholder must have provided the following information, without which the request may not be processed:

              •

                Account name(s)

              •

                Account number

              •

                Dollar amount or number of shares being bought, exchanged or redeemed

              •

                In the case of a redemption, payment instructions

              •

                For redemptions using the Regular Redemption Method, signature(s) of the registered shareholder(s)

              •

                A Medallion signature guarantee.  If sufficient documentation is on file, a Medallion signature guarantee is not required for redemptions of shares up to $50,000, payable to the record holder, and sent to the address of record. In all
                  other cases, signatures must be guaranteed.  Acceptable Medallion signature guarantees may be obtained from banks or brokerage firms that are members of either the Securities Transfer Association Medallion Signature Program (“STAMP”), the
                  New York Stock Exchange Medallion Signature Program (“MSP”), or the Stock Exchange Medallion Program (“SEMP”).

            11.
            Comment:
            The Staff noted that the Registrant states that the Fund may delay payment for redemption of shares recently purchased by Automatic Investment or Telephone Investment for up to 10 business days
              after purchase and requested that the Registrant explain how such practice is consistent with Section 22(e) of the 1940 Act.

            Response:

              The Registrant will delete the disclosure referenced by the Staff.

            12.
            Comment:
            The Staff requested that the Registrant consider adding disclosure to explain how securities used to pay in-kind redemptions are selected (i.e., pro rata).

            Response:

              The Registrant will add disclosure stating that if the Fund redeems in kind, it generally will deliver a proportionate share of the portfolio securities owned by the Fund.

            13.
            Comment:
            The Staff noted that the Registrant states under “Reduced Sales Charges for Certain Purchases of Class A Shares” that Class A Shares may be purchased without a sales charge by investors who purchase
              shares through a self-directed brokerage account program offered by a financial intermediary that has entered into an agreement with the Fund’s Distributor.  The Staff requested that the Registrant identify by name each intermediary with whom
              the Fund has an agreement.

            Response:

              The Registrant will add disclosure to clarify that, as of December 31, 2019, the Fund has entered into such an agreement with each of Merrill Lynch and Morgan Stanley Smith Barney, as disclosed in the Registration Statement under “Broker
                Defined Sales Charges.”

    5

  Statement of Additional Information

            14.
            Comment:
            The Staff requested that the Registrant confirm in its response that the Fund will look through a private activity municipal debt security whose principal and interest payments come principally from
              the assets and revenues of a non-governmental entity in order to determine the industry to which the investment should be allocated for purposes of the Fund’s concentration policy.

            Response:

              The Registrant notes that the Fund does not generally invest in private activity municipal securities.  To the extent that the Fund invests in private activity municipal debt securities, the Registrant confirms that, to the extent
                practicable, the Fund will look through a private activity municipal debt security whose principal and interest payments come principally from the assets and revenues of a non-governmental entity in order to determine the industry to which
                the investment should be allocated for purposes of the Fund’s concentration policy.

  Please call the undersigned at (617) 951-8458 or Toby Serkin at (617) 951-8760 with any questions.

  Sincerely,

  /s/ Jeremy Kantrowitz

  Jeremy Kantrowitz

      6

    Exhibit A

    The
          Funds’ Fees and Expenses.  Shareholders of the Current Fund and the Successor Fund pay various fees and expenses, either directly or indirectly.  The tables below show the fees and expenses that you would pay if you were to buy and
      hold shares of the Current Fund or the Successor Fund.  The expenses in the tables appearing below for the Current Fund are based on the expenses of the Current Fund for the twelve-month period ended September 30, 2019.  The Successor Fund is a newly
      organized fund that will commence operations upon consummation of the proposed Reorganization and, as such, has no performance history. Therefore, the Fees and Expenses for the Successor Fund have been estimated using the Successor Fund’s proposed
      fees and estimated expenses assuming the Reorganization occurred on September 30, 2019.  The tables also show pro forma expenses after giving effect to the Reorganization based on pro forma net assets as of September 30, 2019.

            Current Aquila Tax-Free Trust of Oregon

            Successor Aquila Tax-Free Trust of Oregon

            Aquila Tax-Free Trust of Oregon (Pro Forma)

            Current Aquila Tax-Free Trust of Oregon

            Successor Aquila Tax-Free Trust of Oregon

            Aquila Tax-Free Trust of Oregon (Pro Forma)