0001193125-19-101801 Sample Contracts

SIX CIRCLES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • April 9th, 2019 • Six Circles Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of December 1, 2018, by and between Six Circles Trust, a Delaware statutory trust (the “Trust”), with respect to each of the funds listed on Schedule A (each, a “Fund”, and collectively, the “Funds”), and J.P. Morgan Private Investments Inc. (the “JPMPI”).

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AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 9th, 2019 • Six Circles Trust

THE AMENDMENT, dated as of this 1st day of December, 2018 (the “Amendment”), to the Investment Sub-Advisory Agreement, dated June 22, 2018 (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.

AMENDMENT TO SIX CIRCLES TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 9th, 2019 • Six Circles Trust

THIS AMENDMENT, dated as of this 1st day of December, 2018 (the “Amendment”), to the Investment Advisory Agreement, dated June 22, 2018 (the “Agreement”), between the Parties (as defined below), is entered into by and between Six Circles Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), on behalf of each series of the Trust set forth on Schedule A of the Agreement (each, a “Fund”), and J.P. Morgan Private Investments Inc. (the “Adviser” and, together with the Trust, the “Parties”).

AMENDMENT NO. 2 TO IMPLEMENTATION SERVICES AGREEMENT
Implementation Services Agreement • April 9th, 2019 • Six Circles Trust

THIS AMENDMENT NO. 2, dated as of this 10th day of April 2019 (the “Amendment”), to the Implementation Services Agreement, dated October 5, 2018, as amended (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (“RIIS” and, together with the Adviser, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

AMENDMENT TO IMPLEMENTATION SERVICES AGREEMENT
Implementation Services Agreement • April 9th, 2019 • Six Circles Trust

THIS AMENDMENT, dated as of this 1st day of December, 2018 (the “Amendment”), to the Implementation Services Agreement, dated October 5, 2018 (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (“RIIS” and, together with the Adviser, the “Parties”).

FIRST AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 9th, 2019 • Six Circles Trust

This first amendment (the “Amendment”) to the Transfer Agency and Service Agreement dated as of June 6, 2018 (the “Agreement”), by and between SIX CIRCLES TRUST (the “Trust”) and DST ASSET MANAGER SOLUTIONS, INC. (the “DST AMS”), is entered into as of December 1, 2018 (the “Effective Date”).

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • April 9th, 2019 • Six Circles Trust • Delaware

This first amendment (the “Amendment”) to the Distribution Agreement dated as of June 22, 2018 (the “Agreement”), by and between Six Circles Trust (the “Trust”) and Foreside Fund Services, LLC (the “Distributor”), is entered into as of December 1, 2018 (the “Effective Date”).

AMENDMENT NO. 2 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 9th, 2019 • Six Circles Trust

THIS AMENDMENT No. 2, dated as of this 10th day of April 2019 (the “Amendment”), to the Investment Sub-Advisory Agreement, dated June 22, 2018, as amended December 1, 2018 (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.

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 9th, 2019 • Six Circles Trust

THIS AMENDMENT, dated as of this 1st day of December, 2018 (the “Amendment”), to the Investment Sub-Advisory Agreement, dated October 5, 2018 (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (the “Sub-Adviser” and, together with the Adviser, the “Parties”).

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