0001193125-23-127101 Sample Contracts

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT between and RBC GLOBAL ASSET MANAGEMENT (UK) LIMITED
Investment Sub-Advisory Agreement • April 28th, 2023 • Six Circles Trust • New York

This AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of the April 1, 2023 between J.P. Morgan Private Investments Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Delaware, and RBC Global Asset Management (UK) Limited (“Subadviser”), a limited liability company incorporated in England and Wales (with registered number 03647343), as successor to BlueBay Asset Management LLP (“BlueBay”).

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SIX CIRCLES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating 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”).

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian 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 AGREEMENT
Investment 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”).

FORM OF RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund 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”).

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