0001193125-20-223217 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT between
Investment Sub-Advisory Agreement • August 18th, 2020 • Six Circles Trust • New York

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of July 27, 2020 between J.P. Morgan Private Investments Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Delaware, and Federated Investment Management Company (“Subadviser”), a statutory trust organized and existing under the laws of the State of Delaware.

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PGIM-PGIM LIMITED SUB-SUBADVISORY AGREEMENT
Sub-Subadvisory Agreement • August 18th, 2020 • Six Circles Trust • New York

This Sub-Subadvisory Agreement is made and effective as of July 27, 2020 (the “Effective Date”) between PGIM, Inc. (the “Subadviser”), a New Jersey corporation, and PGIM Limited (“Sub-Subadviser”), a U.K. limited company.

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 18th, 2020 • Six Circles Trust

THE AMENDMENT, effective as of July 27, 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 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.

THIRD AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 18th, 2020 • Six Circles Trust

This third amendment (the “Amendment”) to the Transfer Agency and Service Agreement dated as of June 6, 2018, as amended (the “Agreement”), by and between SIX CIRCLES TRUST (the “Trust”) and DST ASSET MANAGER SOLUTIONS, INC. (the “DST AMS”), is entered into as of July 27, 2020 (the “Effective Date”).

AMENDMENT TO SIX CIRCLES TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 18th, 2020 • Six Circles Trust

THIS AMENDMENT, dated as of this 27th day of July, 2020 (the “Amendment”), to the Investment Advisory Agreement, dated June 22, 2018, as amended (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. 3 TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 18th, 2020 • Six Circles Trust

THIS AMENDMENT No. 3, dated as of this 27th day of July, 2020 (the “Amendment”), to the Investment Sub-Advisory 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 (the “Sub-Adviser” and, together with the Adviser, the “Parties”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 18th, 2020 • Six Circles Trust

THE AMENDMENT, effective as of July 27, 2020 (the “Amendment”), to the Investment Sub-Advisory Agreement, dated March 13, 2020 (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and PGIM, Inc. (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.

SIX CIRCLES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • August 18th, 2020 • Six Circles Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of July 27, 2020, by and between Six Circles Trust, a Delaware statutory trust (the “Trust”), with respect to the fund listed on Schedule A (the “Fund”), and J.P. Morgan Private Investments Inc. (the “JPMPI”).

THIRD AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • August 18th, 2020 • Six Circles Trust • Delaware

This third amendment (the “Amendment”) to the Distribution Agreement dated as of June 22, 2018, as amended (the “Agreement”), by and between Six Circles Trust (the “Trust”) and Foreside Fund Services, LLC (the “Distributor”), is entered into as of July 27, 2020 (the “Effective Date”).

AMENDMENT NO. 4 TO IMPLEMENTATION SERVICES AGREEMENT
Implementation Services Agreement • August 18th, 2020 • Six Circles Trust

THIS AMENDMENT NO. 3, dated as of this 27th day of July, 2020 (the “Amendment”), to the Implementation Services Agreement, dated October 5, 2018, as amended (collectively, 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.

SUB-SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Sub-Investment Advisory Agreement • August 18th, 2020 • Six Circles Trust • Delaware

AGREEMENT dated July 27, 2020, 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”).

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