CUSTODIAN AGREEMENTCustodian Agreement • July 2nd, 2018 • Six Circles Trust • New York
THIS AGREEMENT, dated as of June 6, 2018, between the SIX CIRCLES TRUST, a Delaware statutory trust (the “Fund” on behalf of each series, individually or collectively as the context requires, listed on Appendix A to this Agreement, as may be amended from time to time (each, a “Portfolio” and collectively the “Portfolios”)) and registered with the Commission under the Investment Company Act of 1940 (“the 1940 Act”), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (“BBH&Co.” or the “Custodian”).
INVESTMENT SUB-ADVISORY AGREEMENT betweenInvestment Sub-Advisory Agreement • April 28th, 2023 • Six Circles Trust • New York
This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of [ ], 2023, between J.P. Morgan Private Investments Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Delaware, and Pacific Investment Management Company LLC (the “Subadviser” or “PIMCO”), a limited liability company organized and existing under the laws of the State of Delaware.
DISTRIBUTOR NAME] DEALER AGREEMENTDealer Agreement • July 2nd, 2018 • Six Circles Trust • Delaware
As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies referenced above and set forth on Appendix A (collectively, “Company”) which may be amended by us from time to time, [DISTRIBUTOR NAME] (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words and “Dealer” refer to the dealer executing this agreement, including its associated persons.
SUB-SUB-INVESTMENT ADVISORY AGREEMENTSub-Sub-Investment Advisory Agreement • May 19th, 2020 • Six Circles Trust • Delaware
AGREEMENT dated [ ], 2020, between BlackRock Investment Management, LLC, a Delaware limited liability company (the “Sub-Advisor”), and BlackRock International Limited, a corporation organized under the laws of Scotland (the “Sub-Sub-Advisor”).
SIX CIRCLES TRUST OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • April 28th, 2023 • Six Circles Trust • Delaware
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the close of business on April 30, 2023, by and between Six Circles Trust, a Delaware statutory trust (the “Trust”), with respect to each of the funds listed on Schedule A (each, a “Fund”, and collectively, the “Funds”), and J.P. Morgan Private Investments Inc. (the “JPMPI”).
DISTRIBUTION AGREEMENTDistribution Agreement • July 2nd, 2018 • Six Circles Trust • Delaware
THIS AGREEMENT is made and entered into as of June 22, 2018 by and between Six Circles Trust, a Delaware statutory trust (the “Trust”) and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor); and
SIX CIRCLES TRUST OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • May 19th, 2020 • Six Circles Trust • Delaware
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of , 2020, by and between Six Circles Trust, a Delaware statutory trust (the “Trust”), with respect to each of the funds listed on Schedule A (each, a “Fund”, and collectively, the “Funds”), and J.P. Morgan Private Investments Inc. (the “JPMPI”).
AMENDMENT TO CUSTODIAN AGREEMENTCustodian Agreement • April 28th, 2023 • Six Circles Trust
THIS AMENDMENT TO CUSTODIAN AGREEMENT (this “Amendment”) is made as of April 3,2023 by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (“BBH&Co.” and the “Custodian”) and SIX CIRCLES TRUST, a Delaware statutory trust (the “Trust” on behalf of its Portfolios listed on Appendix A to the Agreement(as defined below)), and the SIX CIRCLES CREDIT OPPORTUNITIES FUND (CAYMAN) LTD., a limited company organized under the laws of the Cayman Islands, and a wholly owned subsidiary of the Trust (the “CFC Fund”), Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.
SIX CIRCLES CREDIT OPPORTUNITIES FUND (CAYMAN) LTD. INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 28th, 2023 • Six Circles Trust
AGREEMENT, effective as of [ ], 2023, between Six Circles Credit Opportunities Fund (Cayman) Ltd., a Cayman Islands exempted company (the “Company”) and J.P. Morgan Private Investments Inc., a Delaware corporation (the “Adviser”).
PGIM-PGIM LIMITED SUB-SUBADVISORY AGREEMENTSub-Subadvisory Agreement • August 18th, 2020 • Six Circles Trust • New York
This Sub-Subadvisory Agreement is made and effective as of July 27, 2020 (the “Effective Date”) between PGIM, Inc. (the “Subadviser”), a New Jersey corporation, and PGIM Limited (“Sub-Subadviser”), a U.K. limited company.
FORM OF RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • April 28th, 2023 • Six Circles Trust
THIS AGREEMENT, dated as of March 13, 2023, between the JPMorgan Trust I (the “Investing Company”), on behalf of each of its series listed on Schedule A, severally and not jointly (each, an “Acquiring Fund”), and the Six Circles Trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • April 9th, 2019 • Six Circles Trust
THE AMENDMENT, dated as of this 1st day of December, 2018 (the “Amendment”), to the Investment Sub-Advisory Agreement, dated June 22, 2018 (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and BlackRock Investment Management, LLC (the “Sub-Adviser” and, together with the Adviser, the “Parties”). Capitalized terms used herein not otherwise defined shall have the meaning set forth in the Agreement.
AMENDMENT NO. 7 TO IMPLEMENTATION SERVICES AGREEMENTImplementation Services Agreement • March 8th, 2022 • Six Circles Trust
THIS AMENDMENT NO. 7, dated as of this 30th day of November, 2021 (the “Amendment”), to the Implementation Services Agreement, dated October 5, 2018, as amended (collectively, the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (“RIIS” and, together with the Adviser, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
AMENDMENT TO SIX CIRCLES TRUST INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 9th, 2019 • Six Circles Trust
THIS AMENDMENT, dated as of this 1st day of December, 2018 (the “Amendment”), to the Investment Advisory Agreement, dated June 22, 2018 (the “Agreement”), between the Parties (as defined below), is entered into by and between Six Circles Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), on behalf of each series of the Trust set forth on Schedule A of the Agreement (each, a “Fund”), and J.P. Morgan Private Investments Inc. (the “Adviser” and, together with the Trust, the “Parties”).
AMENDMENT NO. 3 TO IMPLEMENTATION SERVICES AGREEMENTImplementation Services Agreement • May 19th, 2020 • Six Circles Trust
THIS AMENDMENT NO. 3, dated as of this __ day of ______________ (the “Amendment”), to the Implementation Services Agreement, dated October 5, 2018, as amended (collectively, the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (“RIIS” and, together with the Adviser, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
SIX CIRCLES TRUST INVESTMENT ADVISORY AGREEMENTSix Circles Trust • July 2nd, 2018 • Six Circles Trust • New York
AGREEMENT, effective as of June 22, 2018, between Six Circles Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”) and J.P. Morgan Private Investments Inc., a Delaware corporation (the “Adviser”).
AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • December 2nd, 2021 • Six Circles Trust
THE AMENDMENT, effective as of September 1, 2021 (the “Amendment”), among J.P. Morgan Private Investments Inc. (the “Adviser”), BNY Mellon Asset Management North America Corporation (currently, Mellon Investments Corporation) (“Mellon”) and Insight North America LLC (“Insight”), as successor sub-advisor to its affiliate, Mellon, amends the Investment Sub-Advisory Agreement dated June 22, 2018 between the Adviser and Mellon (as amended from time to time, the “Agreement”) Capitalized terms used herein not otherwise defined shall have the meaning set forth in the Agreement.
AMENDMENT NO. 5 TO IMPLEMENTATION SERVICES AGREEMENTImplementation Services Agreement • March 12th, 2021 • Six Circles Trust
THIS AMENDMENT NO. 5, dated as of this ___ day of March (the “Amendment”), to the Implementation Services Agreement, dated October 5, 2018, as amended (collectively, the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (“RIIS” and, together with the Adviser, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
IMPLEMENTATION SERVICES AGREEMENTImplementation Services Agreement • October 16th, 2018 • Six Circles Trust • Washington
THIS IMPLEMENTATION SERVICES AGREEMENT (the “Agreement”) is entered into this 5th day of October 2018, between J.P. Morgan Private Investments Inc. (the “Client”), on behalf of those funds (each a “Fund” and together, the “Funds”) and the specified sleeves (each a “Specified Fund Sleeve” and together, the “Specified Fund Sleeves”) listed on Schedule B that are part of a fund series of the Six Circles Trust and Russell Investments Implementation Services, LLC (“RIIS”).
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • August 18th, 2020 • Six Circles Trust
THE AMENDMENT, effective as of July 27, 2020 (the “Amendment”), to the Investment Sub-Advisory Agreement, dated June 22, 2018, as amended (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and BlackRock Investment Management, LLC (the “Sub-Adviser” and, together with the Adviser, the “Parties”). Capitalized terms used herein not otherwise defined shall have the meaning set forth in the Agreement.
AMENDMENT NO. 2 TO IMPLEMENTATION SERVICES AGREEMENTImplementation Services Agreement • April 9th, 2019 • Six Circles Trust
THIS AMENDMENT NO. 2, dated as of this 10th day of April 2019 (the “Amendment”), to the Implementation Services Agreement, dated October 5, 2018, as amended (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (“RIIS” and, together with the Adviser, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
SUB-SUB-INVESTMENT ADVISORY AGREEMENTSub-Sub-Investment Advisory Agreement • May 19th, 2020 • Six Circles Trust • Delaware
AGREEMENT dated [ ], 2020, between BlackRock Investment Management, LLC, a Delaware limited liability company (the “Sub-Advisor”), and BlackRock (Singapore) Limited, a company incorporated under the laws of Singapore (the “Sub-Sub-Advisor”).
AMENDMENT TO IMPLEMENTATION SERVICES AGREEMENTImplementation Services Agreement • April 9th, 2019 • Six Circles Trust
THIS AMENDMENT, dated as of this 1st day of December, 2018 (the “Amendment”), to the Implementation Services Agreement, dated October 5, 2018 (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (“RIIS” and, together with the Adviser, the “Parties”).
THIRD AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • August 18th, 2020 • Six Circles Trust
This third amendment (the “Amendment”) to the Transfer Agency and Service Agreement dated as of June 6, 2018, as amended (the “Agreement”), by and between SIX CIRCLES TRUST (the “Trust”) and DST ASSET MANAGER SOLUTIONS, INC. (the “DST AMS”), is entered into as of July 27, 2020 (the “Effective Date”).
AMENDMENT NO. 4 TO INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • March 12th, 2021 • Six Circles Trust
THIS AMENDMENT NO. 4, dated as of this ___ day of March, 2021 (the “Amendment”), to the Investment Sub-Advisory Agreement, dated October 5, 2018, as amended, (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (the “Sub-Adviser” and, together with the Adviser, the “Parties”).
AMENDMENT NO. 6 TO INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • March 8th, 2022 • Six Circles Trust
THIS AMENDMENT NO. 6, dated as of this ___ day of November, 2021 (the “Amendment”), to the Investment Sub-Advisory Agreement, dated October 5, 2018, as amended, (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (the “Sub-Adviser” and, together with the Adviser, the “Parties”).
FIRST AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • April 9th, 2019 • Six Circles Trust
This first amendment (the “Amendment”) to the Transfer Agency and Service Agreement dated as of June 6, 2018 (the “Agreement”), by and between SIX CIRCLES TRUST (the “Trust”) and DST ASSET MANAGER SOLUTIONS, INC. (the “DST AMS”), is entered into as of December 1, 2018 (the “Effective Date”).
AMENDMENT TO SIX CIRCLES TRUST INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • August 18th, 2020 • Six Circles Trust
THIS AMENDMENT, dated as of this 27th day of July, 2020 (the “Amendment”), to the Investment Advisory Agreement, dated June 22, 2018, as amended (the “Agreement”), between the Parties (as defined below), is entered into by and between Six Circles Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), on behalf of each series of the Trust set forth on Schedule A of the Agreement (each, a “Fund”), and J.P. Morgan Private Investments Inc. (the “Adviser” and, together with the Trust, the “Parties”).
PURCHASE AGREEMENTPurchase Agreement • July 2nd, 2018 • Six Circles Trust
Purchase Agreement dated June 6, 2018 between Six Circles Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), on behalf of its series, Six Circles Ultra Short Duration Fund, Six Circles Tax Aware Ultra Short Duration Fund, Six Circles U.S. Unconstrained Equity Fund and Six Circles International Unconstrained Equity Fund (together, the “Funds”), and J.P. Morgan Private Investments Inc. (the “Sole Initial Shareholder”), a corporation organized under the laws of Delaware.
DISTRIBUTION AGREEMENTDistribution Agreement • December 2nd, 2021 • Six Circles Trust
THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between FORESIDE FUND SERVICES LLC, Deleware limited liability company (the “Distributor”) and SIX CIRCLES TRUST, a Deleware statutory trust (the “Trust”).
FIRST AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • April 9th, 2019 • Six Circles Trust • Delaware
This first amendment (the “Amendment”) to the Distribution Agreement dated as of June 22, 2018 (the “Agreement”), by and between Six Circles Trust (the “Trust”) and Foreside Fund Services, LLC (the “Distributor”), is entered into as of December 1, 2018 (the “Effective Date”).
AMENDMENT No. 3 TO INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • August 18th, 2020 • Six Circles Trust
THIS AMENDMENT No. 3, dated as of this 27th day of July, 2020 (the “Amendment”), to the Investment Sub-Advisory Agreement, dated October 5, 2018, as amended, (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (the “Sub-Adviser” and, together with the Adviser, the “Parties”).
AMENDMENT TO SIX CIRCLES TRUST INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • May 19th, 2020 • Six Circles Trust
THIS AMENDMENT, dated as of this day of , 2020 (the “Amendment”), to the Investment Advisory Agreement, dated June 22, 2018, as amended (the “Agreement”), between the Parties (as defined below), is entered into by and between Six Circles Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), on behalf of each series of the Trust set forth on Schedule A of the Agreement (each, a “Fund”), and J.P. Morgan Private Investments Inc. (the “Adviser” and, together with the Trust, the “Parties”).
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • August 18th, 2020 • Six Circles Trust
THE AMENDMENT, effective as of July 27, 2020 (the “Amendment”), to the Investment Sub-Advisory Agreement, dated March 13, 2020 (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and PGIM, Inc. (the “Sub-Adviser” and, together with the Adviser, the “Parties”). Capitalized terms used herein not otherwise defined shall have the meaning set forth in the Agreement.
SIX CIRCLES TRUST OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • August 18th, 2020 • Six Circles Trust • Delaware
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of July 27, 2020, by and between Six Circles Trust, a Delaware statutory trust (the “Trust”), with respect to the fund listed on Schedule A (the “Fund”), and J.P. Morgan Private Investments Inc. (the “JPMPI”).
