AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT TO
INVESTMENT SUB-ADVISORY AGREEMENT
THE AMENDMENT, effective as of _______________, 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 X.X. Xxxxxx Private Investments Inc. (the “Adviser”) and Pacific Investment Management Company LLC (the “Sub-Adviser” or “PIMCO” 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 _________________, with the Trust (the “Advisory Agreement”) with respect to the Global Bond Fund (as defined below);
WHEREAS, the Adviser represents that the Advisory Agreement permits the Adviser to employ subadvisers 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 with respect to the Global Bond Fund in the provision of a continuous investment program for that portion of the assets of the Global Bond 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 a new series of the Trust, the Global Bond Fund, so that the Sub-Adviser may render certain investment sub-advisory services for the Global Bond 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:
1. The Parties hereby agree that Appendix A of the Agreement is hereby deleted and replaced in its entirety with the Appendix A attached hereto and incorporated into the Agreement, to become effective with respect to the Six Circles Global Bond Fund (the “Global Bond Fund”) on the date that the Global Bond Fund commences operations pursuant to an effective amendment to the Trust’s registration statement (with respect to the Global Bond Fund, the “Effective Date”). The Parties agree that a new series of the Trust may be added to the Agreement at any time, subject to all of the terms and conditions thereof, by an amendment to Exhibit A. Subadviser Assets managed by Subadviser pursuant to this Agreement are listed in Exhibit A.
2. With respect to the Global Bond Fund, the Agreement shall continue in effect for a period of two years from the Effective Date, and thereafter, shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (i) the Board of Trustees of the Trust (the “Board”) or (ii) a vote of a “majority” (as defined in the 0000 Xxx) of the Global Bond 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 0000 Xxx) of any party to the Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
3. The Subadviser has provided the Adviser and the Trust with a copy of its Form ADV Part 2 as most recently filed with the SEC and hereafter will provide a copy of its annual amendment to the Adviser. The Adviser acknowledges receipt of the Subadviser’s Form ADV more than 48 hours prior to the execution of this Agreement.
4. The Parties acknowledge that each of its representations and warranties contained in the Agreement are true and correct as of the Effective Date.
5. Except to the extent amended hereby, the Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their duly authorized signatories as of the date and year first written above.
X.X. XXXXXX PRIVATE INVESTMENTS INC.
By: ___________________________
Name: Xxxx Xxxxxx
Title: Managing Director
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: ____________________________
Name:
Title: Managing Director
