SecProbe.io

CORRESP
1
filename1.htm

    1875
                           Lawrence Street, Suite 300

                           Denver, Colorado 80202-1805

Main
(800) 955-9988

Fax
(303) 534-5627

March 11, 2020

Via E-MAIL AND EDGAR

Valerie Lithotomos

U.S. Securities and Exchange
Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Lauren Hamilton

U.S. Securities and Exchange
Commission

Division of Investment Management,
Disclosure Review Office

3 World Financial Center

New York, NY 10281

Re: NAST Analysis for Proposed Reorganizations of various series of ICON Funds into SCM Trust (File
Nos. 333-176060 and 811-05617) (the “Registrant”).

Dear Mses. Lithotomos and Hamilton:

On behalf of the Registrant
this letter provides a financial accounting and performance survivor analysis in respect of each proposed reorganization (each,
a “Reorganization”) of the 17 series of ICON Trust (File Nos. 333-14927; 811-7883) shown on Exhibit A (each,
an “Acquired Fund”) with and into nine corresponding series of the Registrant shown on Exhibit A (each, an “Acquiring
Fund”). Each combined entity following the Reorganizations is referred to as a “Combined Fund”. The proposed
accounting and performance survivor for each Reorganization also is shown on Exhibit A.

Overview. On October
23, 2019 CCM Partners, LP d/b/a Shelton Capital Management (“SCM”) and ICON Advisers, Inc. (“ICON”) entered
into an 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 respective Board of Trustees of each Fund and by the shareholders each Acquired
Fund. Following approval by both Boards of Trustees, two prospectus/proxy registration statements of the Registrant on Form N-14
for the Reorganizations were filed with the SEC on February 14, 2020 (Accession Nos. 0001398344-20-003614 and 0001398344-20-003619)
(the “Registration Statements”).

The ICON International Equity
Fund is proposed to reorganize into the Shelton International Select Equity Fund, a larger existing series of the Registrant advised
and directly managed by SCM. The ICON Emerging Markets Fund is proposed to reorganize into the Shelton Emerging Markets Fund, a
new series of the Registrant also advised and directly managed by SCM. For the proposed Reorganizations of the remaining 15 Acquired
Funds, one or more of the Acquired Funds will be reorganized into a new corresponding series of the Registrant which will be advised
by SCM and sub-advised by ICON (the “Acquiring Sub-Advised Funds”). The Acquiring Sub-Advised Funds will continue to
be managed by the same ICON portfolio management team that currently manages the corresponding Acquired Funds.

NAST Analysis. The analysis
below is based on guidance provided by the American Institute of Certified Public Accountants in the AICPA Accounting and Audit
Guide for Investment Companies with Conforming Changes as of May 1, 2003 (the “Audit Guide”), regarding the surviving
entity for financial reporting purposes, and the Accounting Policy Subcommittee of the Accounting/Treasurer’s Committee of
the Investment Company Institute (“ICI”) in a white paper on fund mergers dated March 1, 2004 (“ICI White Paper”),
regarding accounting survivors, as well as on the guidance of the SEC Staff set forth in North American Security Trust, SEC No-Action
Letter (Aug. 5, 1994) (the “NAST Letter”), relating to performance survivors. The Audit Guide states that although
the legal survivor would normally be considered the accounting survivor of a fund reorganization, continuity and dominance in one
or more of certain factors may lead to a determination that the target fund should be considered the accounting survivor. In the
NAST Letter, the SEC Staff confirmed that, generally, the survivor of a business combination for accounting purposes, i.e., the
fund whose financial statements are carried forward, will be the fund whose historical performance may be used by a new or surviving
fund. In determining whether a surviving fund may use the historical performance of one of several predecessor funds, the SEC Staff
stated in the NAST Letter that funds should compare the attributes of the surviving fund and the predecessor funds to determine
which predecessor fund the surviving fund most closely resembles. The SEC Staff in the NAST Letter and the ICI White Paper generally
identify the same factors that funds should compare in making this determination as those identified in the Audit Guide, and are
referred to as the “NAST Analysis.”

The ICI White Paper identifies
the following factors, in order of relative importance, to apply in determining the proper accounting and performance surviving
entity under the NAST Analysis:1

1. Portfolio Management.
One of the primary factors in determining the accounting and performance survivor is the surviving management structure.

 a. International Funds Reorganization. The Combined Fund will be managed by the same SCM international
portfolio management team currently managing the Acquiring Fund, and ICON will have no sub-advisory or other portfolio management
role after the Reorganization. This factor therefore favors the Acquiring Fund as the accounting and performance survivor, given
the continuity of management of its portfolio management team in managing the Combined Fund.

 b. Emerging Markets Funds Reorganization. The Combined Fund will be managed by the SCM international
portfolio management team, and ICON will have no sub-advisory or other portfolio management role after the Reorganization. The
Acquiring Fund in this case is a new series with no prior operational or performance history, and therefore there is no continuity
of prior portfolio management. This factor is therefore neutral in determining the accounting and performance survivor.

 c. Utility Funds and Flexible Bond Funds Reorganizations. Each Acquiring Fund is a new shell
series with no prior operational history that will be reorganized with only one corresponding Acquired Fund. Each Combined Fund
will be managed by the same ICON portfolio management team currently managing the Acquired Fund. This factor therefore favors the
Acquired Fund as the accounting and performance survivor, given the continuity of management of its portfolio management team in
managing the Combined Fund.

1 The ICI White Paper states that “[t]he general criteria that are applied to determine the proper accounting surviving entity are outlined in the AICPA Accounting and Audit Guide for Investment Companies with Conforming changes as of May 1, 2003.”

    2

 d. All other Reorganizations. Each Acquiring Fund also will be a new shell series with no prior
operational or performance history that will be reorganized with multiple Acquired Funds. Because the same ICON portfolio management
team currently manages all of the Acquired Funds corresponding to each Combined Fund, this factor favors an Acquired Fund as the
accounting and performance survivor, but is neutral as to which Acquired Fund should be the survivor for a particular Reorganization.

2. Portfolio Composition.

 a. International Funds Reorganization. The Combined Fund will be managed in accordance with
the investment strategies historically used for the Acquiring Fund. 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. The continuity of investment approach based on a corporate
lifecycle analysis, and the larger size of the Acquiring Fund vs. the Acquired Fund (approximately $64 million vs. $25 million,
respectively), effectively mean that the portion of the combined portfolio attributable to the Acquiring Fund will experience less
change in its composition over time than the portion of the portfolio attributable to the Acquired Fund.2 This factor
therefore favors the Acquiring Fund as the accounting and performance survivor.

 b. Emerging Markets Funds, Utility Funds and Flexible Bond Funds Reorganizations. Each Acquiring
Fund is a new shell series with no prior operational history that will be reorganized with only one corresponding Acquired Fund.
Therefore, the portfolio of the Combined Fund in each case will be exactly that of the relevant Acquired Fund, meaning that in
each case this factor favors the Acquired Fund as the accounting and performance survivor.

 c. All other Reorganizations. Each Acquiring Fund is a new shell series with no prior operational
history, and therefore, the analysis turns on which relevant Acquired Fund’s portfolio is relatively more representative
of how the Combined Fund will continue to invest.

 (i) ICON Equity Fund. The Combined Fund will be managed most similarly to the ICON Long/Short
Fund. While all three of the Acquired Funds utilize ICON’s quantitative methodology to purchase equity securities analysis
based on equity market themes tied to relative pricing of intrinsic value, the Combined Fund like the ICON Long/Short Fund may
short securities and may also purchase exchange traded funds, including leveraged and inversed exchange-traded funds. This relatively
greater continuity of investment approach effectively means that the portion of the combined portfolio attributable to the ICON
Long/Short Fund will experience less change in its composition over time, and the combined portfolio will increasingly most closely
reflect that of the historic portfolio of the ICON Long/Short Fund. An element of this analysis which is contrary to this conclusion
in the shorter term however is the relative current sizes of the Acquired Funds of $35 million (ICON Fund), $16 million (ICON Long/Short
Fund) and $12 million (ICON Opportunities Fund). Nevertheless, this portfolio composition factor therefore favors the ICON Long/Short
Fund as the accounting and performance survivor over the longer term.

2 All references in this letter to net assets are as of March 9, 2020.

    3

 (ii) ICON Equity Income Fund. The Combined Fund will be managed
most similarly to the Acquired ICON Equity Income Fund. While there will be elements of the ICON Risk-Managed Balanced Fund’s
investment approach used to manage the risk of holding equity securities (e.g., an ability to write call options or purchase
put options on securities or securities indexes), the Combined Fund will not be managed as a “balanced fund”. This
relatively greater continuity of investment approach and the much larger size of the Acquired ICON Equity Income Fund vs. the ICON
Risk-Managed Balanced Fund (approximately $65 million vs. $24 million, respectively), effectively mean that the portion of the
combined portfolio attributable to the Acquired ICON Equity Income Fund will experience less change in its composition over time.
This factor therefore favors the Acquired ICON Equity Income Fund as the accounting and performance survivor.

 (iii) ICON Consumer Select Fund. The Combined Fund will be managed
similarly to each of the Acquired Funds in that it may overweight each of their respective
sectors, and this allocation may change to favor one sector or another over time. Therefore, there is no relatively greater continuity
of investment approach as between the Acquired Funds. However, the much larger size of the ICON Financial Fund
($29 million) vs. the ICON Consumer Discretionary Fund ($17 million) and the ICON Consumer Staples Fund ($5 million) effectively
means that at least in the first instance the portion of the combined portfolio attributable to the ICON Financial Fund may experience
less near term change in its composition. This factor therefore is neutral or somewhat favors the ICON Financial Fund as the accounting
and performance survivor.

 (iv) ICON Natural Resources Fund. The Combined Fund will be managed
similarly to each of the Acquired Funds in that it may overweight each of their respective sectors, and this allocation may change
to favor one sector or another over time. Because the Acquired ICON Natural Resources already contains an element of energy investing
in its strategies, there is however some relatively greater continuity of investment policies and approach for that Fund. The larger
size of the ICON Energy Fund ($50 million) vs. the Acquired ICON Natural Resources Fund ($41
million) and the ICON Industrials Fund ($10 million) effectively means that at least in the first instance the portion of the combined
portfolio attributable to the Acquired ICON Energy Fund may experience somewhat less near term change in its composition. On balance,
this factor therefore is neutral as between the ICON Energy Fund and the Acquired ICON Natural Resources Fund as the accounting
and performance survivor.

 (v) ICON Health and Information Technology Fund. The Combined Fund
will be managed similarly to each of the Acquired Funds in that it may overweight each of their respective sectors, and this allocation
may change to favor one sector or another over time. Therefore, there is no relatively greater continuity of investment
approach as between the Acquired Funds. Likewise, the Acquired Funds are relatively close in size at $55 million (Acquired ICON
Healthcare Fund) vs. $49 million (Acquired ICON Information Technology Fund. This factor is therefore neutral in determining the
accounting and performance survivor.

    4

3. Investment Objectives, Policies
and Restrictions.

 a. International Funds Reorganization. The investment objectives of the Funds are effectively
the same: the Acquiring Fund seeks to achieve long-term capital appreciation, and the Acquired Fund seeks long-term capital appreciation.
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.
As noted above, because the Combined Fund will be managed by the existing SCM international portfolio management team, the investment
approach and policies will be those of the Acquiring Fund. Likewise, although taken as a whole the Funds have similar investment
restrictions, including those which are “fundamental,” under the Investment Company Act of 1940, as amended, the investment
restrictions of the Acquiring Fund will apply to the Combined Fund. This factor therefore favors the Acquiring Fund as the accounting
and performance survivor.

 b. Emerging Markets Funds, Utility Funds and Flexible Bond Funds Reorganizations. Each Acquiring
Fund is a new shell series with no prior operational history that will be reorganized with only one corresponding Acquired Fund,
and the investment objectives, policies and restrictions of the Combined Fund will be exactly those of the Acquired Fund. This
factor therefore favors each Acquired Fund as the accounting and performance survivor.

 c. All other Reorganizations. Each Acquiring Fund is a new shell series with no prior operational
history that will be reorganized with multiple Acquired Funds. Each Acquiring Fund has the same investment objective as all of
its corresponding Acquired Funds (they all seek long term capital appreciation). Likewise, each Acquiring Fund has the same investment
restrictions as all of its corresponding Acquired Funds. Therefore, the analysis turns on which Acquired Fund’s investment
policies are relatively more representative of how the Combined Fund will continue to invest.

 (i) ICON Equity Fund. As noted above, the Combined Fund will be managed most similarly to the
ICON Long/Short Fund. While all three