UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C

(RULE 14c-101)

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

Of the Securities Exchange Act of 1934

(Amendment No.     )

 

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[ ]		Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)).
[X]		Definitive information statement.
Six Circles Trust
(Name of Registrant as Specified in its Charter)
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SIX CIRCLES TRUST

Six Circles Multi-Strategy Fund

383 Madison Avenue

New York, New York 10179

Collect (212) 464-2070

May 27, 2025

Dear Shareholder,

The attached information statement contains important information about a new sub-advisory arrangement for the Six Circles Multi-Strategy Fund (the “Fund”), a series of the Six Circles Trust (the “Trust”).

On April 1, 2025, J.P. Morgan Private Investments Inc. (the “Adviser”), the Fund’s investment adviser, entered into an amendment to the Investment Sub-Advisory Agreement (the “Amended Sub-Advisory Agreement”) with BlackRock Investment Management, LLC (“BlackRock”), pursuant to which BlackRock has been engaged by the Adviser, with the approval of the Trust’s Board of Trustees, to serve as a sub-adviser to the Fund. Similarly, on April 2, 2025, BlackRock entered into a Sub-Sub-Advisory Agreement (the “Sub-Sub-Advisory Agreement”) with BlackRock International Limited (“BIL”), a corporation organized under the laws of Scotland, pursuant to which BIL has been engaged by BlackRock, with the approval of the Trust’s Board of Trustees, to serve as a sub-sub-adviser to the Fund.

After careful consideration at a meeting held on March 11, 2025, the Trust’s Board of Trustees approved the Amended Sub-Advisory Agreement between the Adviser and BlackRock and the Sub-Sub-Advisory Agreement between BlackRock and BIL and determined that the terms and conditions of the Amended Sub-Advisory Agreement and the Sub-Sub-Advisory Agreement are fair to, and in the best interests of, the Fund and its shareholders. Specifically, BlackRock has been engaged by the Adviser to serve as a sub-adviser to the Fund and BIL has been engaged by BlackRock to serve as a sub-sub-adviser to the Fund.

As a matter of regulatory compliance, we are sending you this information statement. Please read this information statement carefully. It describes the current management structure of the Fund and the Trust, the terms of the Amended Sub-Advisory Agreement and Sub-Sub-Advisory Agreement, factors considered by the Trust’s Board of Trustees in approving the Amended Sub-Advisory Agreement and Sub-Sub-Advisory Agreement, and other related information.

The information statement is for your information only. You are not required to take any action. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The information statement is being mailed on or about May 27, 2025.

Should you have any questions or need additional information, please call the Fund collect at 1-212-464-2070.

Sincerely,

Mary Savino

President, Six Circles Trust

May 27, 2025

SIX CIRCLES TRUST

Six Circles Multi-Strategy Fund

383 Madison Avenue

New York, New York 10179

Collect (212) 464-2070

INFORMATION STATEMENT

Important Notice Regarding the Availability of this Information Statement.

This information statement is available at

http://www.sixcirclesfunds.com.

This information statement is being furnished to shareholders of the Six Circles Multi-Strategy Fund (the “Fund”), a series of Six Circles Trust (the “Trust”), a Delaware statutory trust, in lieu of a proxy statement, pursuant to the terms of an exemptive order from the Securities and Exchange Commission (the “SEC”) on which the Trust and its investment adviser may rely. J.P. Morgan Private Investments Inc. (the “Adviser” or “JPMPI”) is the Fund’s investment adviser.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), shareholder approval is generally required to enter into or materially amend sub-advisory agreements. The exemptive order permits the Adviser to enter into and materially amend sub-advisory agreements for the Fund, subject to approval of the Trust’s Board of Trustees (the “Board”), without also obtaining shareholder approval. This information statement is being furnished to notify you that the Adviser has entered into an amended sub-advisory agreement for the Fund and that BlackRock has entered into a sub-sub-advisory Agreement for the Fund.

On April 1, 2025, the Adviser entered into an amendment to the Investment Sub-Advisory Agreement (the “Amended Sub-Advisory Agreement”) with BlackRock Investment Management, LLC (“BlackRock”). Pursuant to the Amended Sub-Advisory Agreement, BlackRock will serve as a sub-adviser to the Fund. On April 2, 2025 BlackRock entered into a sub-sub-advisory agreement (the “Sub-Sub-Advisory Agreement”) with BlackRock International Limited (“BIL”), a corporation organized under the laws of Scotland, pursuant to which BIL has been engaged by BlackRock to serve as a sub-sub-adviser to the Fund.

The Amended Sub-Advisory Agreement and the Sub-Sub-Advisory Agreement were approved by the members of the Board (each, a “Trustee”), including a majority of the Trustees who are not parties to the agreement or “interested persons”, as defined in the 1940 Act, of any such parties (the “Independent Trustees”) at a meeting held on March 11, 2025. After careful consideration, the Board determined that entering into the Amended Sub-Advisory Agreement and the Sub-Sub-Advisory were in the best interests of the Fund and its shareholders and approved the Amended Sub-Advisory Agreement and the Sub-Sub-Advisory Agreement. The Amended Sub-Advisory Agreement is substantially similar to the existing sub-advisory agreements between the Adviser and the Fund’s current

 

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sub-advisers and the Sub-Sub-Advisory Agreement between BlackRock and BIL is substantially similar to the other sub-sub-advisory agreements between BlackRock and BIL for other funds in the Six Circles Trust. For more information about the Amended Sub-Advisory Agreement and the Sub-Sub-Advisory Agreement and related matters, please review this information statement and the original Sub-Advisory Agreement between the Adviser and BlackRock attached to it as Annex A and the original Sub-Sub-Advisory Agreement between BlackRock and BIL attached as Annex B.

Please read this information statement carefully, as it contains important information.

THIS DOCUMENT IS FOR YOUR INFORMATION ONLY. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. YOU ARE NOT REQUIRED TO TAKE ANY ACTION.

 

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THE ADVISORY AGREEMENT

The Trust has retained the Adviser to act as investment adviser to the Six Circles Multi-Strategy Fund (the “Fund”) pursuant to an Investment Advisory Agreement with the Six Circles Trust (the “Trust”) dated June 22, 2018, as amended to add the Fund as a series, as of June 18, 2024 (the “Advisory Agreement”). Under the Advisory Agreement, subject to the general supervision of the Board, the Adviser is responsible for managing the investment operations of the Fund and the composition of the holdings of the Fund. Except as delegated to one or more sub-advisers (each, a “Sub-Adviser” and, together, the “Sub-Advisers”), as discussed below, the Adviser is responsible for managing the purchase, retention and disposition of the Fund’s investments.

As compensation for the services rendered, the Fund has agreed to pay the Adviser a management fee of 1.25% as a percentage of average daily net assets. The Adviser has contractually agreed through at least April 30, 2026, to waive any of its management fees that exceed the aggregate management fees the Adviser is contractually required to pay the Fund’s Sub-Advisers (the “Management Fee Waiver”). Thereafter, the Management Fee Waiver will continue for subsequent one-year terms unless terminated in accordance with its terms. Additionally, the Adviser has contractually agreed through at least April 30, 2026, to reimburse Fund expenses in excess of certain thresholds.

During the prior fiscal year, the aggregate amount of investment advisory fees paid by the Fund to the Adviser was $1,998,000 before fee waivers and $0 after fee waivers.

The Advisory Agreement provides that the Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of the agreement, except a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard by it of its duties and obligations thereunder, or a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services.

The investment advisory services that the Adviser provides to the Fund are not exclusive under the terms of the Advisory Agreement. The Adviser is free to and does render similar investment advisory services to others. The Adviser serves as investment adviser to other pooled investment vehicles. The accounts which are managed or advised by the Adviser have varying investment objectives, and the Adviser invests assets of such accounts in investments substantially similar to, or the same as, those which constitute the principal investments of the Fund. Such accounts are supervised by employees of the Adviser who may also be acting in similar capacities for the Fund.

The Advisory Agreement will remain effective for a two-year term unless sooner terminated and can continue in effect for successive periods of twelve months if approved at least annually in conformity with the requirements of the 1940 Act. The Advisory Agreement may be terminated with respect to the Fund at any time by vote of a majority of the Trustees or by vote of a majority of the shareholders of the Fund on 60 days’ written notice to the Adviser or by the Adviser at any time on 90 days’ written notice to the Trust. The Advisory Agreement will automatically and immediately terminate in the event of its “assignment” (as defined in the 1940 Act).

 

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The Advisory Agreement was most recently approved by the Trustees, including a majority of the Independent Trustees, on June 18, 2024, with respect to all series of the Trust.

The Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser is located at 383 Madison Avenue, New York, New York 10179. The Adviser is a wholly-owned subsidiary of JPMorgan Chase Holdings LLC, which is a wholly-owned subsidiary of JPMorgan Chase & Co.

INVESTMENT PROCESS

In accordance with its responsibilities under the Advisory Agreement, the Adviser seeks to achieve the Fund’s investment objective by allocating the Fund’s assets primarily among multiple Sub-Advisers retained by the Adviser. The Adviser may adjust allocations to the Sub-Advisers or make recommendations to the Board with respect to the hiring, termination or replacement of a Sub-Adviser. As such, the identity of the Fund’s Sub-Advisers, the investment strategies they pursue and the portion of the Fund allocated to them, may change over time.

Each Sub-Adviser is responsible for deciding which securities to purchase and sell for its respective portion of the Fund and for placing orders on behalf of the Fund for such transactions. However, the Adviser reserves the right to instruct the Sub-Advisers as needed on certain Fund transactions and manage a portion of the Fund’s portfolio directly, including, without limitation, for portfolio hedging, to temporarily adjust the Fund’s overall market exposure or to temporarily manage assets as a result of a Sub-Adviser’s resignation or removal.

The Adviser serves as the “manager of managers” for the Fund and has responsibility for providing the overall management of the Fund, subject to the oversight of the Board. In this capacity, the Adviser: (i) evaluates, selects, and recommends Sub-Advisers to be hired or replaced, subject to Board approval; (ii) monitors and evaluates the Sub-Advisers’ investment programs and results; (iii) allocates and reallocates the Fund’s assets among the Sub-Advisers; and (iv) reviews the Fund’s compliance with its investment objectives, strategies, policies and restrictions. Pursuant to the exemptive order, shareholder approval is not required to hire, terminate or replace Sub-Advisers except in the case of certain affiliates of the Adviser.

Sub-Adviser selection includes qualitative and quantitative analysis, with strong emphasis placed on non-quantitative factors, within a framework that reviews the Sub-Advisers’ people, process, philosophy and performance. In selecting Sub-Advisers, the Adviser will consider a variety of factors and attributes related to such Sub-Advisers, including, but not limited to:

 

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a well-defined and articulated investment process combined with a demonstrable and sustainable investment performance;

 

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specialized expertise and an appropriate level of experience;

 

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flexibility to adapt to a changing market environment;

 

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a strong focus on risk management;

 

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appropriate levels of staffing, organizational depth and continuity of management and investment professionals;

 

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•

a thorough understanding of the business aspects of managing the relevant investment strategies;

 

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solid administrative capabilities and strong internal controls;

 

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historical returns and volatility;

 

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correlation of a Sub-Adviser’s returns to broader markets and other Sub-Advisers;

 

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statistical peer analysis; and

 

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exposure, liquidity and drawdown (change in the value of a portfolio from its high to low point) analysis.

THE SUB-ADVISORY AGREEMENTS

Summary of Current Sub-Advisory Agreements

In addition to BlackRock, the following firms currently serve as Sub-Advisers to the Fund pursuant to Investment Sub-Advisory Agreements (the “Existing Sub-Advisory Agreements”) between the Adviser and each Sub-Adviser: AHL Partners LLP (“AHL”), Pacific Investment Management Co. (“PIMCO”), T. Rowe Price Associates, Inc. (“T. Rowe Price”), and Dynamic Beta Investments LLC (“DBi”) The AHL, PIMCO, T. Rowe Price and DBi sub-advisory agreements were initially approved by the Trustees, including a majority of the Independent Trustees, on June 18, 2024, and became effective on September 18, 2024. The AHL, PIMCO, T. Rowe Price and DBi sub-advisory agreements were approved by the initial shareholder of the Fund on June 18, 2024.

AHL, PIMCO, T. Rowe Price and DBi are each independent of the Adviser.

Each Sub-Adviser is responsible for the day-to-day investment decisions of its portion of the Fund, subject to the investment policies, restrictions and guidelines of the Fund and the supervision of the Board and the Adviser.

Each Existing Sub-Advisory Agreement will continue in effect for an initial period of two years from the date of its execution, unless terminated sooner. Each Existing Sub-Advisory Agreement may be renewed from year to year thereafter, so long as such continuance is specifically approved at least annually by the Board or by a vote of a “majority” (as defined in the 1940 Act) of the applicable Fund’s outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Board who are not “interested persons” (as defined in the 1940 Act). Each Existing Sub-Advisory Agreement may be terminated without penalty at any time: (i) on 61 days’ written notice by the Adviser, or (ii) on 60 days’ written notice by the Board, by vote of holders of a majority of the Fund’s shares or by the applicable Sub-Adviser, and will terminate five business days after the Sub-Adviser receives written notice of the termination of the Advisory Agreement between the Trust and the Adviser. Each Existing Sub-Advisory Agreement will also terminate automatically in the event of its “assignment” (as defined in the 1940 Act).

Under the terms of the Existing Sub-Advisory Agreements, the Sub-Advisers are not liable for any error of judgment or mistake of law or for any loss suffered by the applicable Fund or the Adviser in connection with the matters to which the Existing Sub-Advisory Agreements relate

 

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(and in one case, for acting in accordance with specific directions or instructions from the Adviser), except a loss resulting from the applicable Sub-Adviser’s willful misfeasance, bad faith or negligence on its part in the performance of the applicable Sub-Adviser’s duties under the applicable Existing Sub-Advisory Agreement, or from reckless disregard by the applicable Sub-Adviser of its obligations and duties under the applicable Existing Sub-Advisory Agreement or from its material breach of the applicable Existing Sub-Advisory Agreement. In addition, under the Existing Sub-Advisory Agreements, the Adviser and the Sub-Advisers have agreed to indemnify each other in certain circumstances.

The Sub-Advisers are each paid monthly by the Adviser a fee equal to a percentage of the daily net assets of the Fund allocated to each Sub-Adviser, respectively.

During the prior fiscal year, the Adviser paid the following aggregate fees to the Sub-Advisers:

$768,000 or 0.48%^*

The Trust expects that differences in investment returns among the portions of the Fund managed by different Sub-Advisers will cause the actual percentage of the Fund’s assets managed by each Sub-Adviser to vary over time. The Adviser may reallocate assets from one Sub-Adviser to another when deemed in the best interests of the Fund and its shareholders.

Amended Sub-Advisory Agreement with BlackRock

As noted above, the Adviser has engaged BlackRock as a Sub-Adviser to the Fund, pursuant to the Amended Sub-Advisory Agreement. A copy of the original Sub-Advisory Agreement between the Adviser and BlackRock is attached hereto as Annex A. BlackRock is independent of the Adviser and will discharge its responsibilities subject to the policies of the Trustees and the supervision of the Adviser. BlackRock is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and was founded in 1988. BlackRock is located at 50 Hudson Yards, New York, NY 10001. As of March 31, 2025, BlackRock and its affiliates had assets under management of approximately $11.58 trillion.

Specifically, BlackRock (together with BIL) will use both its own proprietary and external research and securities selection process to manage its allocated portion of the Fund’s assets. BlackRock, like the current Sub-Advisers, will be responsible for deciding which securities to purchase and sell for its respective portion of the Fund and for placing orders for the Fund’s transactions. However, the Adviser reserves the right to instruct BlackRock as needed on certain Fund transactions and manage a portion of the Fund’s portfolio directly, including, without limitation, for portfolio hedging, to temporarily adjust the Fund’s overall market exposure or to temporarily manage assets as a result of BlackRock’s resignation or removal. The following is a summary of BlackRock’s (together with BIL) investment approach:

With respect to the portion of the Fund allocated to BlackRock’s Global Equity Market Neutral investment strategy, BlackRock will seek to produce returns that have a low correlation to the returns of the equity markets in which the Fund invests. BlackRock pursues this market-neutral strategy by taking both long and short positions primarily

^* Represents the aggregate sub-advisory fees paid by the Adviser as a percentage of the Fund’s average daily net assets.

 

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across a variety of developed market equity instruments. BlackRock expects to maintain long and short positions primarily through the use of swap agreements (including, but not limited to, total return swaps, some of which may be referred to as contracts for difference) and other derivative instruments, such as futures. Although BlackRock intends to maintain an overall long position in its portfolio investments, BlackRock generally expects to maintain significant short positions in equity securities and equity- related instruments. In certain circumstances, these short positions may approach or reach the size of the overall long position. BlackRock looks to identify overvalued, undervalued or mispriced stocks and other equity instruments through proprietary ranking techniques. BlackRock takes long positions primarily in securities that BlackRock has identified as attractive and short positions in such securities that BlackRock has identified as overvalued or poised for underperformance. BlackRock may utilize derivative instruments as a significant part of its strategy. BlackRock may engage in active and frequent trading of portfolio securities to achieve its investment strategy.

For an initial period, BlackRock expects to invest the Fund assets allocated by the Adviser to the Global Equity Market Neutral investment strategy exclusively in one or more BlackRock-advised mutual funds or exchange-traded funds that engage in substantially similar investment strategies.

The Amended Sub-Advisory Agreement will continue in effect for an initial period of two years from the date of its execution, unless terminated sooner. It may be renewed from year to year thereafter, so long as such continuance is specifically approved at least annually by the Board or by a vote of a “majority” (as defined in the 1940 Act) of the Fund’s outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Board who are not “interested persons” (as defined in the 1940 Act). The Amended Sub-Advisory Agreement provides that it is terminable at any time (including during the initial two year term), without penalty, (i) on 61 days’ written notice by the Adviser, or (ii) on not more than 60 days’ written notice by the Board, by vote of holders of a majority of the Fund’s shares or by the Sub-Adviser, and (iii) will terminate five business days after the Sub-Adviser receives written notice of the termination of the Advisory Agreement between the Trust and the Adviser. The Amended Sub-Advisory Agreement also will terminate automatically in the event of its Assignment (as defined in the 1940 Act). Under the terms of the Amended Sub-Advisory Agreement, BlackRock will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser in connection with the matters to which the Amended Sub-Advisory Agreement relates, except a loss resulting from BlackRock’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties under the Amended Sub-Advisory Agreement, or from reckless disregard by it of its obligations and duties under the Amended Sub-Advisory Agreement or from its material breach of the Amended Sub-Advisory Agreement. In addition, under the Amended Sub-Advisory Agreement, the Adviser and BlackRock have agreed to indemnify each other in certain circumstances.

BlackRock will be paid monthly by the Adviser a fee equal to a percentage of the average daily net assets of the Fund allocated to BlackRock. The fees paid to BlackRock under the

 

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Amended Sub-Advisory Agreement are not paid by the Fund but are paid by the Adviser out of the advisory fees the Adviser receives from the Fund. There is no change in the gross advisory fee payable by the Fund as a result of the addition of BlackRock as a Sub-Adviser to the Fund.

The investment advisory services that BlackRock provides to the Fund are not exclusive under the terms of the Amended Sub-Advisory Agreement. BlackRock is free to and does render similar investment advisory services to others. For more information about the Amended Sub-Advisory Agreement, please review the original sub-advisory agreement between the Adviser and BlackRock attached to this information statement as Annex A.

Sub-Sub-Advisory Agreement Between BlackRock and BIL

As noted above, BlackRock has engaged BIL as a Sub-Sub-Adviser to the Fund, pursuant to the Sub-Sub-Advisory Agreement. A copy of the Sub-Sub-Advisory Agreement between BlackRock and BIL is attached hereto as Annex B. BIL is independent of the Adviser and will discharge its responsibilities subject to the policies of the Trustees and the supervision of the Adviser. BIL is registered as an investment adviser with the SEC and was organized in 1995. BIL is located at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom. As of December 31, 2024, BIL had assets under management of approximately $34.08 billion.

Under the terms of the Sub-Sub-Advisory Agreement between BlackRock and BIL, BIL is not liable for any error of judgment or mistake of law or for any loss suffered by BlackRock or by the Trust or the Fund in connection with the performance of the Sub-Sub-Advisory Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under the Sub-Sub-Advisory Agreement.

Under the Sub-Sub-Advisory Agreement, BIL is paid monthly by BlackRock a fee equal to a percentage of the fee received by BlackRock from the Adviser pursuant to the Amended Sub-Advisory Agreement between the Adviser and BlackRock.

Portfolio Managers at BlackRock and BIL

The table below lists the individuals who currently serve as portfolio managers for the portion of the Fund’s assets allocated to BlackRock (together with BIL).

 

SUB-ADVISER		PORTFOLIO MANAGER(S)		EMPLOYMENT EXPERIENCE
BlackRock and BIL		Raffaele Savi		Mr. Savi is a Senior Managing Director, Global Head of BlackRock Systematic (BSYS) and Co-CIO and Co-Head of Systematic Active Equity (SAE). He is a member of BlackRock’s Global Executive Committee and its Investment Sub Committee and Talent Sub

 

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SUB-ADVISER		PORTFOLIO MANAGER(S)		EMPLOYMENT EXPERIENCE
				Committee. Mr. Savi is the GEC Executive Sponsor for BlackRock’s Interfaith, Culture and Allies Network (ICN). As head of BSYS, Mr. Savi leads the firm’s quantitative investing teams, including fixed income, equity and factor strategies. In 2006, Mr. Savi joined Barclay’s Global Investors (BGI), which merged with BlackRock in 2009. At BGI, Mr. Savi was global head of portfolio management for active equities and also served as its head of investments for European active equities. Mr. Savi joined BGI from Capitalia where he held several executive roles in its asset management division between 1998 and 2005. His industry experience includes serving as board member and advisor to several pension funds and investment companies. Mr. Savi is a lecturer for the Master of Financial Engineering Program at Haas School of Business at University of California, Berkeley since 2022. He was Adjunct Professor of Quantitative Finance at the University of Rome from 2002 to 2006. Mr. Savi earned a degree in electronic engineering from the University of Rome in 1997.
		Kevin Franklin		Mr. Franklin is a Managing Director and a member of BlackRock’s Systematic Active Equity Investment Group. He is responsible for BlackRock’s Global Equity Strategies. Mr. Franklin rejoined the firm in 2010, building on five prior years of service with Barclays Global Investors (BGI), which merged with BlackRock in 2009. He joined BlackRock after a year as head of

 

9

SUB-ADVISER		PORTFOLIO MANAGER(S)		EMPLOYMENT EXPERIENCE
				Automated Trading at Marble Bar Asset Management in London, where he was responsible for MBAM’s European systematic equity long-short product. At BGI, his previous roles include head of Portfolio Management for The 32 Capital Fund equity long-short strategy, as well as head of Market Neutral, Europe Active Equities. Prior to joining BGI, Mr. Franklin was a portfolio manager and trader at Horizon Asset Limited. Mr. Franklin earned a BS degree in applied physics and history from the California Institute of Technology in 2000.
		Richard Mathieson		Mr. Mathieson, CA, is a Managing Director, and a member of BlackRock’s Systematic Active Equity Investment Group. He is a Portfolio Manager responsible for global equity strategies. Prior to this he led the Investment Strategy team in EMEA for Systematic Active Equity. Mr. Mathieson’s service with BlackRock dates back to 2002, including his years with Barclays Global Investors (BGI), which merged with BlackRock in 2009. Prior to rejoining BGI in 2008, Mr. Mathieson was an equity analyst for a specialist investment company focused on European financial stocks. Previously he was with BGI as a senior portfolio manager, where he was responsible for managing both long only and market neutral strategies. Mr. Mathieson qualified as a Chartered Accountant with PricewaterhouseCoopers in 2000, and holds a Bachelor of Accountancy from the University of Glasgow.

 

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BlackRock acts as an adviser and/or a sub-adviser to other funds whose investment objectives are similar to the Fund’s, as shown in the table below.

 

Name of Fund		Size of Fund as of December 31, 2024		Contractual Management Fee
BlackRock Global Equity Market Neutral Fund		$2.84 billion		1.24%

Principal Executive Officers and Directors of BlackRock

The business address of BlackRock Investment Management, LLC is 50 Hudson Yards, New York, NY 10001.

Please note that BlackRock Investment Management, LLC does not have a Board of Directors. The Officers of the company are as follows:

 

Name		Position with Sub-Adviser and Principal Occupation		Address
Laurence Fink		Chief Executive Officer		50 Hudson Yards New York, NY 10001
Robert Kapito		President		50 Hudson Yards New York, NY 10001
Christopher J. Meade		General Counsel, Chief Legal Officer and Senior Managing Director		50 Hudson Yards New York, NY 10001
Robert Goldstein		Chief Operating Officer and Senior Managing Director		50 Hudson Yards New York, NY 10001
Charles Park		Chief Compliance Officer		50 Hudson Yards New York, NY 10001
Martin Small		Chief Financial Officer and Senior Managing Director		50 Hudson Yards New York, NY 10001

Board Review and Approval of the Amended Sub-Advisory Agreement

The Amended Sub-Advisory Agreement was approved by the Board, including a majority of the Independent Trustees, at a meeting on March 11, 2025 (the “Meeting”). The Board believes that the terms and conditions of the Amended Sub-Advisory Agreement are fair to, and in the best interests of, the Fund and its shareholders.

 

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Materials Requested Prior to the Meeting. Prior to the Meeting, Ropes & Gray LLP (“Ropes & Gray” or “Independent Legal Counsel”), counsel to the Independent Trustees, had prepared letters on behalf of the Independent Trustees requesting information from J.P. Morgan Private Investments Inc. (“JPMPI” or the “Adviser”) and BlackRock Investment Management, LLC (“BIM”) and BlackRock International Limited (“BIL” and, together with BIM, “BlackRock”) in connection with (i) a proposed amendment (the “Proposed BlackRock Sub-Advisory Agreement Amendment”) to the Sub-Advisory Agreement between the Adviser and BlackRock with respect to various series of the Trust (the “BlackRock Sub-Advisory Agreement”) to add the Six Circles Multi-Strategy Fund (the “Fund”) and to retain BlackRock as sub-adviser to a new Global Equity Market Neutral sleeve (the “New Sleeve”) of the Fund and (ii) a proposed new Sub-Sub-Advisory Agreement between BIM and BIL with respect to the Fund and the New Sleeve (the “Proposed BlackRock Sub-Sub-Advisory Agreement” and, together with the Proposed BlackRock Sub-Advisory Agreement Amendment, the “Proposed Agreements”).

The requests were designed to address the requirement under Section 15(c) of the 1940 Act that the Trustees request and evaluate, and that the Adviser and BlackRock furnish, such information as may be reasonably necessary to evaluate the terms of the Proposed Agreements. JPMPI and BlackRock responded to the information requests and provided memoranda and related materials and exhibits for consideration by the Trustees, which were provided to the Trustees in advance of the Meeting and included in the Meeting Materials (together, the “15(c) Materials”). As applicable, certain of the 15(c) Materials were provided by JPMPI and BlackRock previously in connection with the Board’s most recent annual review and approval of the continuance of JPMPI’s investment advisory agreement with the Trust (the “Advisory Agreement”) and sub-advisory agreement with BlackRock for other series of the Trust, as well as in connection with the Board’s initial approval of the Advisory Agreement and initial sub-advisory agreements for the Fund, both of which took place at the Board’s in-person meeting in June 2024 (the “June 2024 Contract Review Meeting”). The June 2024 Contract Review Meeting materials were appropriately updated as necessary with respect to the Fund.

Set forth below is a summary of the material factors evaluated by the Trustees that formed the basis for the Board’s approval of the Proposed Agreements relating to the Fund and the New Sleeve. The Trustees’ conclusions as to the approval of the Proposed Agreements were based on a comprehensive consideration of all information provided to the Trustees. In deciding whether to approve the Proposed Agreements, the Trustees did not identify any single factor or particular information that, in isolation, was controlling. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, attributing different weights to various factors.

Materials Reviewed. The Trustees took into account the various 15(c) Materials relating to the services to be provided by BlackRock to the Fund and the New Sleeve pursuant to the Proposed Agreements and the related discussions during the Meeting. In doing so, the Trustees took into account that the Proposed Agreements would add the Fund and the New Sleeve to the Trust’s existing BlackRock Sub-Advisory Agreement pursuant to the same terms and conditions that currently apply to other series of the Trust sub-advised by BIM, except that a different and higher sub-advisory fee rate would apply to the New Sleeve in comparison to the sub-advisory fees payable to BlackRock by JPMPI with respect to other series of the Trust sub-advised by BlackRock.

In considering the Proposed Agreements for approval, the Trustees reviewed the 15(c) Materials and related exhibits and other information which included, among other items, the terms of the Proposed Agreements and the existing BlackRock Sub-Advisory Agreement and proposed new Sub-Sub-Advisory Agreement between BIM and BIL, comparative fee and expense information,

 

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comparative performance information, fee schedules and composite performance information with respect to the J.P. Morgan managed accounts and related strategies that may invest in the Fund, descriptions of various portfolio management and other services and functions to be performed by JPMPI and BlackRock for the New Sleeve of the Fund, information regarding JPMPI’s and BlackRock’s compliance policies and procedures applicable to the Fund and the New Sleeve, balance sheet and/or other financial information regarding JPMPI and BlackRock, information regarding estimated profitability to JPMPI from its relationship with the Fund taking into account the New Sleeve, information regarding potential economies of scale, and information regarding potential ancillary or “fall out” benefits to JPMPI and its affiliates or BlackRock and its affiliates from their relationships with the Fund and the New Sleeve. The Trustees also reviewed a memorandum prepared by Independent Legal Counsel regarding the responsibilities of the Trustees in considering the approval of advisory and sub-advisory agreements under applicable law. As noted above and, as applicable, certain of this information was provided to the Board in connection with the June 2024 Contract Review Meeting and was updated and/or supplemented as deemed necessary by JPMPI and BlackRock, taking into account the proposed arrangements with BlackRock for the New Sleeve of the Fund.

Review Process. Following receipt and review of the 15(c) Materials, the Independent Trustees and Ropes & Gray held a video call, during which the 15(c) Materials and the related Proposed Agreements were considered and discussed. The Trustees also received presentations from representatives of the Adviser and BlackRock regarding the New Sleeve and the Proposed Agreements at the Meeting, during which management representatives responded to questions and any outstanding follow-up requests regarding the 15(c) Materials. As part of the review process, the Independent Trustees discussed the Proposed Agreements during executive sessions held with Independent Legal Counsel at which no representatives of management were present.

Nature, Extent and Quality of Services. The Trustees considered the depth and quality of the investment management process of BlackRock to be used for the New Sleeve of the Fund, including the experience and capabilities of BlackRock’s senior management, investment and other personnel, and the overall financial strength and stability of BlackRock. In doing so, the Trustees considered information regarding BIL as a proposed new BlackRock affiliated sub-sub-adviser to the Fund, noting that the Proposed BlackRock Sub-Sub-Advisory Agreement and related proposed arrangements between BIM and BIL are substantially the same as those in place between BIL and other BlackRock-affiliated sub-sub-advisers to other series of the Trust. The Trustees reviewed the nature and quality of BlackRock’s investment management, trading, risk management, compliance capabilities and resources, research capabilities, and the experience and capabilities of its portfolio management personnel who would be responsible for the New Sleeve of the Fund. The Trustees noted that they previously reviewed and approved the compliance program of BlackRock and that the Funds’ Chief Compliance Officer had represented that no material changes had been made to the firm’s program as they would be applied to services for the New Sleeve under the Proposed Agreements. The Board noted the certificates previously received from BlackRock regarding its compliance program and code of ethics, which noted that BlackRock has compliance policies and procedures in place that are reasonably designed to prevent violations of the U.S. federal securities laws.

Investment Performance. The New Sleeve had no performance history to be reviewed by the Trustees. In considering the Proposed Agreements, the Trustees did, however, consider performance information regarding relevant funds and client accounts managed by BlackRock that have comparable investment objectives, strategies and risks to those of the New Sleeve, including an existing 1940 Act registered open-end investment company for which BlackRock serves as investment adviser and manages in

 

13

accordance with Blackrock’s Global Equity Market Neutral Strategy (the “Similar Blackrock 1940 Act Fund”). The Trustees also considered information provided with the 15(c) Materials and throughout the year by JPMPI with respect to its diligence, selection process and monitoring of the performance of BlackRock, as an existing sub-adviser for other series of the Trust. The Trustees also considered the results of the reviews of the performance of BlackRock by the J.P. Morgan Investment Performance Governance Committee (“IPGC”), a separate committee within J.P. Morgan responsible for providing ongoing oversight of third-party investment strategies, and related reports provided by IPGC to the Board throughout the year. The Board took into account indications from IPGC that it has been satisfied with the performance of BlackRock as sub-adviser for other series of the Trust.

Fees and Total Expenses. In considering the proposed fees and expenses attributable to the New Sleeve of the Fund under the Proposed Agreements, the Trustees noted that the proposed arrangements would add the New Sleeve to the Trust’s existing BlackRock Sub-Advisory Agreement pursuant to the same terms and conditions that currently apply to the other series of the Trust sub-advised by BlackRock, except that the proposed sub-advisory fee rate payable by the Adviser to BlackRock with respect to the New Sleeve is different from, and higher than, the sub-advisory fee rates payable by the Adviser to BlackRock with respect to the other series of the Trust. In considering the Proposed Agreements, the Trustees took into account that the contractual advisory fee rate payable to the Adviser with respect to the Fund under the Advisory Agreement of 1.25% of the Fund’s average daily net assets is higher than the contractual advisory fee rates of other series of the Trust, taking into account that the Fund has complex investment strategies and correspondingly higher sub-advisory fee rates than that of the other series of the Trust. They also took into account JPMPI’s indication at the time of the Board’s initial approval of the Advisory Agreement for the Fund in June 2024, that the Fund would look to add more complex and potentially higher cost investment strategies and possible additional sub-advisers, such as the New Sleeve and BlackRock, over the course of the Fund’s initial year of operations and thereafter. The Trustees also took into account that the Adviser has contractually agreed to (i) reimburse expenses to the Fund to the extent its total expense ratio exceeds 1.45% of the Fund’s average daily net assets and (ii) waive any advisory fees that exceed the aggregate sub-advisory fees the Adviser is contractually required to pay to the sub-advisers to the Fund, and that these arrangements would remain in place and apply with respect to the Proposed Agreements and the New Sleeve of the Fund.

Additionally, the Trustees considered comparative fee and expense information relating to the Fund provided in connection with the Board’s initial approval of the Advisory Agreement and other sub-advisory agreements for the Fund at the June 2024 Contract Review Meeting, as well as updated comparative fee and expense information assuming that the New Sleeve and the Proposed Agreements were in place for the Fund. In doing so, the Trustees took into account a number of factors, including the type and complexity of the services to be provided to the Fund and the New Sleeve, the estimated cost of providing such services, the impact on potential returns from different levels of fees, the competitive marketplace for financial products, and the attractiveness of potential returns to investors in the Fund. The Trustees considered, as noted above, that JPMPI has agreed to waive any advisory fees that exceed the aggregate sub-advisory fees JPMPI is contractually required to pay to the Fund’s sub-advisers, such that the level of actual management fees payable by the Fund to JPMPI will vary over time based on the blended rate of the differing sub-advisory fee rates payable to the sub-advisers and how the New Fund’s assets are allocated from time to time for investment among the sub-advisers. In this regard, they took into account JPMPI’s estimate that the Fund’s blended sub-advisory fee rate, and therefore its actual management fee rate, will be 0.58% taking into account the addition of the New Sleeve and based on expectations as to how the Fund’s assets will be allocated among its various

 

14

sleeves and sub-advisers thereafter. The Trustees noted that, to provide a more conservative/higher expense assumption, JPMPI also provided supplemental total expense peer group comparison information which assumes that the New Fund has a blended sub-advisory fee rate that is equal to the full contractual management fee rate of 1.25% payable to JPMPI under the Advisory Agreement. Taking this and other information into account, the Trustees noted that the Fund’s estimated actual management fees and total expenses (net of waivers), assuming and taking into account the addition of the New Sleeve, would continue to be significantly below the average and median fees and expenses of peer funds in both the Broadridge peer group and peer universe provided in connection with the Board’s initial approval of the Advisory Agreement at the June 2024 Contract Review Meeting.

The Trustees considered other information regarding the proposed sub-advisory fee rate to be paid to BlackRock under the Proposed Blackrock Sub-Advisory Agreement Amendment and found the proposed rate to be reasonable, taking into account the complexity of investment program and strategies to be used for the New Sleeve, among other information. In this regard, the Trustees noted that JPMPI, and not the Fund, will pay BlackRock for its services to the Fund out of the advisory fees JPMPI receives from the Fund under the Advisory Agreement, and further that JPMPI does not retain any such advisory fees, and that these arrangements would continue to apply following the addition of the New Sleeve. In addition, the Trustees reviewed the fee rates of funds or accounts with comparable investment objectives and strategies as those of the New Sleeve identified by BlackRock, noting the Adviser’s views regarding the limitations of fee comparisons to other funds and separately managed accounts that are not registered under the 1940 Act and/or are not publicly offered, in light of the differences in the types and scope of services provided to the Fund compared to those provided to such other funds and accounts. Additionally, the Trustees noted the most-favored nation provision agreed to by BlackRock under the Blackrock Sub-Advisory Agreement, which helps ensure that sub-advisory fee rates charged by the Fund, including with respect to the New Sleeve, are no higher than the fees BlackRock charges to similar clients.

Adviser Costs, Level of Profits and Economies of Scale. The Trustees considered the estimated profits to be realized by JPMPI with respect to the New Sleeve of the Fund based on profitability information included in the 15(c) Materials and related materials discussed during the Meeting. Among other information, the Trustees considered the Fund’s operating expenses and the estimated cost to JPMPI of providing services to the Fund. They also considered the impact of the expense limitation agreement and fee waiver agreement observed by JPMPI with respect to the Fund on its estimated profitability and that such arrangements would apply to the New Sleeve. The Trustees took into account that JPMPI’s estimates indicate that it has been unprofitable to date with respect to the Fund and will continue to be unprofitable for at least the upcoming year following the addition of the New Sleeve. The Trustees also took into account that, although JPMPI has not realized direct profits with respect to the Fund, J.P. Morgan and its affiliates could be profitable with respect to the managed accounts that invest in the Fund and the Trustees received related information and input from JPMPI in this regard.

The Trustees further noted that the advisory fee rates paid by the Fund to JPMPI do not have breakpoints, but due to the Fund’s fee waiver arrangements, JPMPI does not retain any portion of the advisory fees paid by the Fund and also observes expense limitation arrangements for the Fund, which may allow the Fund to benefit from economies of scale. The Trustees took into account that the sub-advisory fee rate under the Proposed BlackRock Sub-Advisory Agreement Amendment includes breakpoints at certain asset levels. The Trustees also considered an estimate of the profitability to BlackRock and its affiliates to be derived from their relationship with JPMPI and/or the Fund, taking into account the New Sleeve.

 

15

Ancillary Benefits. The Trustees also considered whether JPMPI and BlackRock or any of their affiliates may receive other ancillary or “fall out” benefits as a result of their relationships with the Fund and the New Sleeve. The Trustees considered that the Fund benefits JPMPI and its affiliates by enhancing the current discretionary product offerings to J.P. Morgan Private Bank, J.P. Morgan Securities and Chase Wealth Management clients. The Trustees considered that the Fund and the New Sleeve serve to expand JPMPI’s CIO investment opportunities, expand the current capacity to invest, and reduce unintended portfolio dispersion. The Trustees also considered that, apart from JPMPI, which does not retain any fees under its Advisory Agreement for managing the Fund, the Fund does not engage any JPMPI affiliates as Fund service providers. The Trustees noted that the Fund utilizes third-party service providers for administration, custody, audit and other services. In this regard, the Trustees took into account JPMPI’s representation that no JPMPI affiliate directly profits financially from the Fund itself. The Trustees considered that JPMPI and/or its affiliates do receive portfolio management fees (“PMF”) outside of the Fund based on funds held in JPMPI’s discretionary client accounts, including on assets attributable to shares of the Fund held in such accounts. The Trustees took into account, however, JPMPI’s representation that it or its affiliates would receive these PMFs independent of whether the discretionary accounts allocated investments to the Fund or allocated the same assets to a third-party fund or other investment.

The Trustees additionally considered that BlackRock is not affiliated with any of the Fund’s service providers, and therefore does not benefit from those contractual relationships. The Trustees also considered the proprietary nature of the Fund and whether any benefits result to JPMPI by placing assets of J.P. Morgan managed account clients into the Fund. In addition, the Trustees considered whether JPMPI or its affiliates benefit from the Fund’s portfolio trading practices, noting that while JPMPI is affiliated with broker-dealers, no broker-dealer affiliate ordinarily executes portfolio transactions on behalf of the Fund.

The Trustees also took into account that JPMPI does not retain any of the advisory fees it receives from the Fund and has to date been unprofitable with respect to its management of the Fund itself, and that this is expected to continue following the addition of the New Sleeve. The Trustee noted, however, that JPMPI and its affiliates receive fees for managing the J.P. Morgan managed accounts that invest in the Fund. In this regard, the Trustees discussed with management possible approaches to estimating any imputed profitability to JPMPI or J.P. Morgan from their operation of the Fund taking into account the managed account fees they receive that are attributable to assets invested in the Fund and related expenses, and reviewed related information provided by JPMPI. In this regard, the Trustees took into account JPMPI’s representation that J.P. Morgan would continue to receive the same level of fees from its managed accounts whether the accounts invested in the Fund or in other funds and/or individual securities.

In addition, the Trustees took into account JPMPI’s indication that the New Sleeve would invest initially in the Similar Blackrock 1940 Act Fund for an interim period until various operational and regulatory items and systems are in place to allow BlackRock to manage the New Sleeve directly. The Trustees further considered that JPMPI would enter in to a side letter with BlackRock providing for (i) compliance with the limitations of Section 12 under the 1940 Act, and (ii) requiring BlackRock to waive its sub-advisory fees payable by JPMPI for their services to the Fund which are attributable to the amount of the Sub-Adviser assets invested in underlying mutual funds advised by BlackRock or its affiliates.

Conclusions. After reviewing and considering these and other factors described herein, the Trustees concluded, in their reasonable business judgment, within the context of their overall conclusions regarding the Proposed Agreements and based on information provided and related representations

 

16

made by JPMPI and BlackRock, that they were satisfied that the fees payable to BlackRock under the Proposed Agreements with respect to the New Sleeve of the Fund represent reasonable compensation in light of the nature, extent and quality of services to be provided by BlackRock and that based on the information provided and taking into account the various assumptions made, the estimated profitability of JPMPI with respect to the New Sleeve (if any) did not appear to be excessive. Based on their evaluation of factors that they deemed to be material, including, but not limited to, those factors described above, the Trustees, including the Independent Trustees, unanimously concluded that the terms of the Proposed Agreements are fair and reasonable to the Fund, and approved the Proposed Agreements.

BENEFICIAL OWNERS AND MANAGEMENT OWNERSHIP

As of December 31, 2024, the Trustees and officers as a group owned less than 1% of the shares of the Fund. As of December 31, 2024, J.P. Morgan Securities LLC was the record owner on behalf of its customers of 100% of the Fund.

AFFILIATED BROKERAGE

The Fund did not pay any brokerage commissions to affiliated brokers during the most recently completed fiscal year.

SERVICE PROVIDERS

The Trust’s distributor is Foreside Fund Services, LLC (“Foreside”). Foreside is located at Three Canal Plaza, Suite 100, Portland, Maine 04101. The Trust’s administrator, fund accounting agent and custodian is Brown Brothers Harriman & Co. (“BBH”). BBH is located at 140 Broadway, New York, New York 10005. The Trust’s transfer agent is SS&C GIDS, Inc. (formerly DST Asset Management Solutions, Inc.) (“SS&C”). SS&C is located at 30 Braintree Hill Office Park, Suite 400, Braintree, MA 02184.

OTHER MATTERS

The Trust will furnish, without charge, a copy of its most recent annual report and any recent semi-annual report to any shareholder upon request by writing to Six Circles Funds c/o J.P. Morgan Private Investments Inc., 383 Madison Avenue, New York, NY 10179, or by calling collect 1-212-464-2070.

If you have elected to receive one information statement for all accounts maintained by members of your household, the Trust undertakes to deliver promptly upon written or oral request a separate copy of the information statement for a separate account if a separate copy is requested.

The Trust does not hold regularly scheduled meetings of the shareholders of the Fund. Any shareholder proposal for a shareholder meeting must be presented to the Trust within a reasonable time before proxy materials for such meeting are sent to shareholders.

NO ACTION REQUIRED

This information statement is provided to you solely for informational purposes. No shareholder vote is being taken with respect to the matters described. You are not being asked to provide a proxy.

J.P. Morgan is committed to making our products and services accessible to meet the financial services needs of all our clients. If you are a person with a disability and need additional support accessing this material, please contact your J.P. Morgan team or email us at accessibility.support@jpmorgan.com for assistance.

 

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ANNEX B

INVESTMENT SUB-SUB-ADVISORY AGREEMENT

between

BLACKROCK INVESTMENT MANAGEMENT, LLC

AND

BLACKROCK INTERNATIONAL LIMITED

AGREEMENT dated April 2nd, 2025, 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”).

WHEREAS, Six Circles Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company;

WHEREAS, the Trust is authorized to issue separate series, each of which will offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies and limitations;

WHEREAS, pursuant to a Management Agreement, dated April 2nd, 2025 a copy of which has been provided to the Sub-Advisor, the Trust has retained J.P. Morgan Private Investments Inc. (the “Adviser”) to render advisory, management, and administrative services with respect to the Trust’s series;

WHEREAS, the Adviser has retained the Sub-Advisor as investment sub-adviser to provide the investment advisory services to all or a portion of the Six Circles Multi-Strategy Fund (the “Fund”), a series of the Trust, pursuant to a Sub-Advisory Agreement dated April 2nd 2025 (the “Sub-Advisory Agreement”);

WHEREAS, the Sub-Advisor wishes to retain the Sub-Sub-Advisor to provide it with sub- advisory services as described below in connection with Sub-Advisor’s advisory activities with respect to the Fund, and the Trust and the Adviser have agreed that Sub-Advisor may retain an affiliated investment adviser to provide certain advisory activities with respect to the Fund so long as Sub-Advisor shall be as fully responsible to the Trust for the acts and omissions of the Sub-Sub-Advisor as it is for its own acts and omissions;

WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Sub-Advisor is willing to furnish such services upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1.  Appointment and Acceptance of Appointment. The Sub-Advisor hereby appoints the Sub-Sub-Advisor to act as sub-advisor with respect to the Fund, and the Sub-Sub-Advisor

 

B-1

accepts such appointment and agrees to render the services herein set forth for the compensation herein provided. For the purposes of the rules, guidance and principles of the Financial Conduct Authority of the United Kingdom as amended or consolidated from time to time (the “FCA Rules”) and based on information obtained in respect of the Sub-Advisor, the Sub-Advisor will be treated by the Sub-Sub-Advisor as a professional client. The Sub-Advisor acknowledges and accepts this categorization. The Sub-Advisor has the right to request a different categorization at any time from the Sub-Sub-Advisor, however, the Sub-Sub-Advisor only provides the services to professional clients and will no longer be able to provide services to the Sub-Advisor in the event of a request for a change in categorization.

The Sub-Advisor acknowledges that it has been separately provided with a copy of the supplemental disclosures document provided to clients and potential clients of the Sub-Sub- Advisor that contains the Sub-Sub-Advisor’s disclosures as made available to the Sub-Advisor from time to time (the “Supplemental Disclosures”), which sets out: (i) information on the services that the Sub-Sub-Advisor is required to provide to the Sub-Advisor by applicable regulation and (ii) other information which the Sub-Sub-Advisor deems appropriate. The Supplemental Disclosures include, among other things: risk disclosures (which provide a description of the nature of risks of financial instruments), a summary of the Sub-Sub-Advisor’s conflicts of interest policy and disclosures, a summary of the Sub-Sub-Advisor’s order execution policy, details of the reports the Sub-Sub-Advisor will provide in relation to the services provided hereunder, details on how the Sub-Sub-Advisor will provide the Sub-Advisor with information on costs and charges, and the Sub-Sub-Advisor’s data protection notice.

2.  Services of the Sub-Sub-Advisor. Subject to the succeeding provisions of this section, the oversight and supervision of the Sub-Advisor and the Trust’s Board of Trustees, the Sub-Sub-Advisor will perform certain of the day-to-day operations of the Fund, which may include one or more of the following services, at the request of the Sub-Advisor: (a) acting as investment advisor for and managing the investment and reinvestment of those assets of the Fund as the Sub-Advisor may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (b) arranging, subject to the provisions of Section 3 hereof, for the purchase and sale of securities and other assets of the Fund; (c) providing investment research and credit analysis concerning the Fund’s investments, (d) assisting the Sub-Advisor in determining what portion of the Fund’s assets will be invested in cash, cash equivalents and money market instruments, (e) placing orders for all purchases and sales of such investments made for the Fund, and (f) maintaining the books and records as are required to support Fund investment operations. At the request of the Sub-Advisor, the Sub-Sub-Advisor will also, subject to the oversight and supervision of the Sub-Advisor and the Trust’s Board of Trustees, provide to the Sub-Advisor or the Trust any of the facilities and equipment and perform any of the services described in Section 2 of the Sub-Advisory Agreement. In addition, the Sub-Sub- Advisor will keep the Trust and the Sub-Advisor informed of developments materially affecting the Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information the Sub-Sub-Advisor believes appropriate for this purpose. The Sub-Sub-Advisor will periodically communicate to the Sub-Advisor, at such times as the Sub-Advisor may direct, information concerning the purchase and sale of securities for the Fund, including: (a) the name

 

B-2

of the issuer, (b) the amount of the purchase or sale, (c) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (d) the CUSIP number of the instrument, if any, and (e) such other information as the Sub-Advisor may reasonably require for purposes of fulfilling its obligations to the Trust under the Sub-Advisory Agreement. The Sub-Sub-Advisor will provide the services rendered by it under this Agreement in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Fund’s Prospectus and Statement of Additional Information (as currently in effect and as they may be amended or supplemented from time to time) and the resolutions of the Trust’s Board of Trustees, each as provided to the Sub-Sub-Advisor. Subject to the foregoing, the types of transactions that the Sub-Sub-Advisor may carry out include (a) buying, selling or otherwise dealing in investments; (b) borrowing securities; (c) making deposits; (d) subscribing to issues and accepting placings of investment;

(e) effecting transactions whether or not on any Trading Venue (as defined in the FCA Rules) or exchange; and (f) otherwise acting as the Sub-Sub-Advisor judges appropriate in relation to the Fund.

The Sub-Sub-Advisor shall not act for, represent, and purport to bind the Fund with respect to any Fund assets managed by the Sub-Sub-Advisor in any legal or administrative proceeding (excluding any corporate actions) involving any Fund assets managed by the Sub-Sub-Advisor, including, without limitation, bankruptcy proceedings, without the prior written consent of the Adviser.

 

3.

Covenants.

(a)  In the performance of its duties under this Agreement, the Sub-Sub-Advisor shall at all times conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time and provided to the Sub-Sub-Advisor; (iv) the investment objectives and policies of the Fund as set forth in the Fund’s Registration Statement on Form N-1A and/or the resolutions of the Board of Trustees, as provided to the Sub-Sub-Advisor; and

 

(b)

In addition:

(i)  the Supplemental Disclosures include information on the Sub-Sub-Advisor’s order execution policy (the “Order Execution Policy”). The Sub-Adviser confirms that it has read and understood, and agrees to, the Order Execution Policy. In particular, the Sub-Adviser consents to (i) the Sub-Sub-Advisor trading through brokers/counterparties and/or outside of a Trading Venue (as defined in the FCA Rules), and (ii) some or all orders resulting from the Sub-Sub-Advisor’s decisions to deal on the Sub-Advisor’s behalf, or received from the Sub-Advisor, to be placed with an affiliated company, who will act as agent for the purpose of executing such orders in accordance with the Order Execution Policy. Subject to the other provisions of this section, in placing orders with brokers and dealers, the Sub-Sub-Advisor will attempt to obtain the best price and the most favorable execution of its orders in accordance with the Order Execution Policy. In

 

B-3

placing orders, the Sub-Sub-Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Sub-Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Sub-Advisor or the Sub-Sub-Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Sub-Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Sub-Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Advisor and the Sub-Sub-Advisor to the Fund and their other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long-term. Subject to the foregoing and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Sub-Advisor may select brokers and dealers with which it or the Fund is affiliated;

(ii)  the Sub-Sub-Advisor will maintain books and records with respect to the Fund’s securities transactions and will render to the Sub-Advisor and the Trust’s Board of Trustees such periodic and special reports as they may request;

(iii)  the Sub-Sub-Advisor will maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When the Sub-Sub-Advisor makes investment recommendations for the Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund’s account are customers of the commercial department of its affiliates;

(iv)  the Sub-Sub-Advisor will treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund, and the Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub- Sub-Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund; and

(v)  the Sub-Sub-Advisor represents, warrants and covenants that it is authorized and regulated by the FCA. The Sub-Sub-Advisor maintains a program for compliance with regulatory requirements including those related to conflicts of interest. The Sub-Sub-Advisor identifies and monitors potential conflicts and how actual conflicts are mitigated and resolved.

 

(c)

In addition, the Sub-Advisor:

(i)  agrees that the Sub-Sub-Advisor may aggregate transactions for the Fund with transactions for other clients and/ or its own account. In relation to a particular order,

 

B-4

aggregation may operate on some occasions to the advantage of the Sub-Advisor and on other occasions to the Sub-Advisor’s disadvantage. However, it must be unlikely that the aggregation of orders and transactions will work overall to the disadvantage of the Sub-Advisor before transactions will be aggregated;

(ii)  instructs the Sub-Sub-Advisor not to make public any client limit orders (being a specific instruction from the Sub-Advisor to buy or sell a financial instrument at a specified price limit or better and for a specified size) in respect of securities admitted to trading on a Regulated Market or traded on a Trading Venue (both as defined in the FCA Rules) which are not immediately executed under prevailing market conditions.

(iii)  acknowledges that the Sub-Sub-Advisor does not hold Client Money and/or Safe Custody Assets for the Sub-Advisor under the CASS Rules. If the Sub-Sub-Advisor has the authority to move the Sub-Advisor’s money or assets under the terms of a mandate defined in CASS 8 of the CASS Rules, such monies or assets will be moved from an account not owned by the Sub-Sub-Advisor. The Sub-Advisor acknowledges that the CASS Rules of the FCA will not apply to the Sub-Sub-Advisor in relation to any assets that form part of the Fund.

4.  Representations and Warranties. Each of the Sub-Advisor and the Sub-Sub-Advisor represents and warrants the following:

(i)  it is duly organized and validly existing under the laws of the jurisdiction of its organization and incorporation and, if relevant to such jurisdiction, is in good standing and has full power and authority to execute, deliver and perform this Agreement and to appoint the Sub-Sub-Advisor hereunder. This Agreement has been duly authorized, executed and delivered by each party, and constitutes valid and binding obligations of each party;

(ii)  it is not insolvent or bankrupt or otherwise subject to an insolvency, bankruptcy or similar proceeding, whether voluntary or involuntary; and

(iii)  it will comply in all material respects with all laws (including applicable anti-corruption and anti-money laundering laws and regulations) and orders to which it may be subject in performance of its obligations under this Agreement and the execution, delivery and performance of this Agreement. This Agreement will not violate any laws or regulations or any constituent document, policy, guideline, contract or other document applicable to it in the provision of the services set out under this Agreement.

5.  Custody. All assets forming part of the segment of the Fund subject to the Sub-Sub-Advisor’s services under this Agreement shall be held by a custodian who has been appointed by the Advisor or the Trust and notified in writing to the Sub-Sub-Advisor (the “Custodian”). The Sub-Advisor acknowledges that one or any combination of the Trust, Adviser or Fund has been and will be solely responsible for the selection, appointment, monitoring and supervision of the Custodian. The Sub-Advisor agrees to notify the Sub-Sub-Advisor as soon as reasonably practicable in advance of any change to the custodian, to the extent that the Sub-Adviser has been notified of such change.

 

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The Sub-Sub-Adviser shall have authority to instruct the Custodian to: (i) pay cash for securities and other property delivered to the Custodian for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Fund with respect to any investments made pursuant to the Prospectus.

6.  Proxy Voting. The Sub-Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decision.

7.  Trading on Notification. The Sub-Advisor hereby authorizes the Sub-Sub-Advisor to manage certain anticipated future contributions or withdrawals with respect to the Fund by making trades and gaining market exposure prior to receipt of confirmation of such transaction(s) in the Fund’s account, to the extent that the Sub-Advisor has been authorized by the Advisor or the Trust to take such action.

8.  Services Not Exclusive. Nothing in this Agreement shall prevent the Sub-Sub-Advisor or any officer, employee or other affiliate thereof from acting as investment advisor for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Sub-Advisor or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Sub-Advisor will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.

9.  Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Sub-Advisor hereby agrees that all records which it maintains for the Fund

 

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are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trust’s request. The Sub-Sub-Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act (to the extent such books and records are not maintained by the Sub-Advisor).

10.  Compensation. For that portion of the Fund for which the Sub-Advisor has appointed the Sub-Sub-Advisor to act as sub-adviser, Sub-Advisor agrees to pay to the Sub-Sub-Advisor and Sub-Sub-Advisor agrees to accept as full compensation for all services rendered by Sub- Sub-Advisor as such a monthly fee in arrears at an annual rate equal to 50% of the fee received by the Sub-Advisor from the Adviser pursuant to the Sub-Advisory Agreement. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs.

11.  Limitation on Liability. The Sub-Sub-Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by the Sub-Advisor or by the Trust or the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. As used in this Section 11, the term “Sub-Sub-Advisor” shall include any affiliates of the Sub-Sub-Advisor performing services for the Fund contemplated hereby and partners, directors, officers and employees of the Sub-Sub-Advisor and such affiliates.

12.  Duration and Termination. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote and (b) by the vote of a majority of the Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Sub-Advisor at any time, without the payment of any penalty, upon giving the Sub-Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Sub-Advisor), provided that such termination by the Trust or the Sub-Advisor shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund entitled to vote, or by the Sub-Sub-Advisor on 60 days’ written notice (which notice may be waived by the Trust and the Sub-Advisor), and will terminate automatically upon any termination of the Sub-Advisory Agreement between the Trust and the Sub-Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

 

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13.  Notices and Communication. Any legal notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such legal notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such legal notice is mailed first class postage prepaid. In relation to communications other than legal notices under this Agreement, each party may communicate with and provide information to the other party in whatever medium deemed appropriate. This may include the use of e-mail, the internet or other electronic means, in the place of paper communications. The parties acknowledge that instructions or communications conveyed by electronic methods such as facsimile or e-mail are not secure forms of communication and may accordingly give rise to higher risks of manipulation or attempted fraud. The Sub-Advisor acknowledges that the Sub-Sub-Advisor may not encrypt or digitally sign any information transferred by internet or e-mail nor shall the Sub-Sub-Advisor be required to verify any communications received from the Sub-Advisor by e-mail.

14.  Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.

15.  Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.

16.  Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Delaware, or any of the provisions, conflict with the applicable provisions of the 1940 Act, the latter shall control.

17.  Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.

 

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers designated below as of the day and year first above written.