AMENDMENT TO
INVESTMENT SUB-ADVISORY AGREEMENT
THE AMENDMENT, effective as of April 2, 2025 (the “Amendment”), to the Investment
Sub-Advisory Agreement, dated June 22, 2018 (as amended from time to time, 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.
WHEREAS, pursuant to the Agreement, the Sub-Adviser provides certain investment sub-advisory services to the series of the Six Circles Trust (the “Trust”) set forth on Appendix A of the Agreement;
WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as of June 22, 2018, with the Trust (the “Advisory
Agreement”) amended as of September 18, 2024 with respect to the Six Circles Multi-Strategy Fund (as defined below);
WHEREAS, the
Adviser represents that the Advisory Agreement permits the Adviser to employ sub-advisers to perform certain of its duties under the Advisory Agreement, subject to the requirements of the Investment Company
Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Adviser desires to retain the
Sub-Adviser to provide investment management with respect to the Six Circles Multi-Strategy Fund in the provision of a continuous investment program for that portion of the assets of the Six Circles
Multi-Strategy Fund which the Adviser may from time to time allocate to the Sub-Adviser in accordance with the terms of the Agreement and the Sub-Adviser is willing to
furnish such services;
WHEREAS, the Parties desire to amend Schedule A of the Agreement to add the Global Equity Market Neutral sleeve to
the Six Circles Multi-Strategy Fund , so that the Sub-Adviser may render certain investment sub-advisory services for the Six Circles Multi-Strategy Fund pursuant to the
Agreement; and
WHEREAS, Section 14 of the Agreement provides that the Agreement may be amended by a written instrument signed by
both Parties.
NOW, THEREFORE, in consideration of the premises and mutual promises hereinafter set forth, the Parties hereto agree as
follows:
W I T N E S S E T H:
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1. |
The Parties hereby agree that Appendix A of the Agreement is hereby replaced with Appendix A attached hereto,
to become effective with respect to the new Global Equity Market Neutral sleeve of the Six Circles Multi-Strategy Fund (the “Multi-Strategy Fund”) on the date set forth above (the “Effective Date”). |
