AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT TO
INVESTMENT SUB-ADVISORY AGREEMENT
THE AMENDMENT, effective as of November 30, 2021 (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 X.X. Xxxxxx 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 March 13, 2020 and July 27, 2020, respectively, with respect to the Six Circles Credit Opportunities Fund and the Six Circles Tax Aware 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 to provide passive treasury investment management with respect to each the Six Circles Credit Opportunities Fund and the Six Circles Tax Aware Bond Fund in the provision of a continuous investment program for that portion of the assets of each the Six Circles Credit Opportunities Fund and the Six Circles Tax Aware 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 certain passive sleeves to each the Six Circles Credit Opportunities Fund and the Six Circles Tax Aware Bond Fund, so that the Sub-Adviser may render certain investment sub-advisory services for each the Six Circles Credit Opportunities Fund and the Six Circles Tax Aware 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 replaced with Appendix A attached hereto, to become effective with respect to certain new passive |
| sleeves of each the Six Circles Credit Opportunities Fund (the “Credit Opportunities Fund”) and the Six Circles Tax Aware Bond Fund (the “Tax Aware Bond Fund”) on the date set forth above (the “Effective Date”). |
| 2. | With respect to the Six Circles Tax Aware Bond Fund this Amendment 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. | Except to the extent amended hereby, the Agreement shall remain 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 |
BLACKROCK INVESTMENT MANAGEMENT, LLC
| By: |
| |
| Name: | Xxxxx Xxxxxx | |
| Title: | Managing Director |
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