Form POS EX Six Circles Trust

As filed with the Securities and Exchange Commission on June 12, 2023

Securities Act File No. 333-225588

Investment Company Act File No. 811-23325

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933		☒
Pre-Effective Amendment No.		☐
Post-Effective Amendment No. 48		☒

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940		☒
Amendment No. 49		☒
(Check appropriate box or boxes)

 

 

SIX CIRCLES^® TRUST

(Exact Name of Registrant Specified in Charter)

 

 

383 Madison Avenue

New York, NY, 10179

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (212) 270-6000

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

(Name and Address of Agent for Service)

 

 

With copies to:

 

Abby L. Ingber, Esq.		Gregory S. Rowland, Esq.
J.P. Morgan Private Investments Inc.		Davis Polk & Wardwell LLP
277 Park Avenue, 49th Floor		450 Lexington Avenue
New York, NY 10004		New York, NY 10017

 

 

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).

This Post-Effective Amendment consists of the following:

 

1.	Facing Sheet of Registration Statement

 

2.	Part C to the Registration Statement (including signature page)

 

3.	Exhibits (p)(2), (p)(3), (p)(4), (p)(5), (p)(6), (p)(7), (p)(9), (p)(10), (p)(11), (p)(12), (p)(13), (p)(14) and (p)(15)

 

 

 

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EXPLANATORY NOTE

This Post-Effective Amendment is being filed solely to file the Code of Ethics for J.P. Morgan Private Investments Inc. (exhibit (p)(2)), the Code of Ethics for BlackRock Investment Management, LLC, BlackRock International Limited and BlackRock (Singapore) Limited (exhibit (p)(3)), the Code of Ethics for Insight North America LLC (exhibit (p)(4)), the Code of Ethics for Goldman Sachs Asset Management, LP (exhibit (p)(5)), the Code of Ethics for Pacific Investment Management Company LLC (exhibit (p)(6)), the Code of Ethics for Russell Investments Implementation Services, LLC (exhibit (p)(7)), the Code of Ethics for PGIM, Inc. and PGIM Limited (exhibit (p)(9)), the Code of Ethics for Capital International, Inc. (exhibit (p)(10)), the Code of Ethics for Nuveen Asset Management, LLC (exhibit (p)(11)), the Code of Ethics for Allspring Global Investments, LLC (exhibit (p)(12)), the Code of Ethics for Lord, Abbett & Co. LLC (exhibit (p)(13)), the Code of Ethics for Muzinich & Co. Inc. (exhibit (p)(14)) and the Code of Ethics for RBC Global Asset Management (UK) Limited (exhibit (p)(15)) to Item 28 of this Registration Statement on Form N-1A (the “Registration Statement”).

Part A and B of the Registration Statement filed with the Securities and Exchange Commission on April 28, 2023, as amended or supplemented to date pursuant to Rule 497 under the Securities Act of 1933, as amended, are incorporated by reference herein.

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PART C: OTHER INFORMATION

Item 28: Exhibits

 

(a)(1)		Certificate of Trust dated November  8, 2017, is incorporated by reference to Exhibit (a)(1) to the Registrant’s Initial Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the Securities and Exchange Commission (“SEC”) on June 12, 2018 (the “Initial Registration Statement”).
(a)(2)		Amendment to Certificate of Trust dated March  22, 2018, is incorporated by reference to Exhibit (a)(2) of the Initial Registration Statement.
(a)(3)		Second Amended and Restated Declaration of Trust dated June  12, 2018, is incorporated by reference to Exhibit (a)(3) of the Registrant’s Pre-Effective Amendment No.  1 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on July 2, 2018 (“Pre-Effective Amendment No. 1”).
(a)(4)		Amended Schedule A to the Second Amended and Restated Declaration of Trust is incorporated by reference to Exhibit (a)(4) of Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on September 27, 2018.
(a)(5)		Amended Schedule A to the Second Amended and Restated Declaration of Trust is incorporated by reference to Exhibit (a)(5) of Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on May 18, 2020 (“Post-Effective Amendment No. 24”).
(b)		By-Laws dated June 12, 2018, is incorporated by reference to Exhibit (b) of Pre-Effective Amendment No.1.
(c)		Instruments Defining Rights of Security Holders. Incorporated by reference to Exhibits (a) and (b).
(d)(1)		Investment Advisory Agreement, dated June  22, 2018, is incorporated by reference to Exhibit (d)(1) of Pre-Effective Amendment No.1.
(d)(2)		Amendment dated December 1, 2018 to the Investment Advisory Agreement, dated June  22, 2018, is incorporated by reference to Exhibit (d)(2) of the Registrant’s Post-Effective Amendment No.  8 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on April  9, 2019 (“Post-Effective Amendment No. 8”).
(d)(3)		Form of Amendment to the Investment Advisory Agreement, dated June  22, 2018 is incorporated by reference to Exhibit (d)(3) of Post-Effective Amendment No. 24.
(d)(4)		Form of Amendment to Investment Advisory Agreement, dated June  22, 2018, is incorporated by reference to Exhibit (d)(4) of the Registrant’s Post-Effective Amendment No.  29 to the Registration statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on August  18, 2020 (“Post-Effective Amendment No. 29”).
(d)(5)		Investment Sub-Advisory Agreement with BlackRock Investment Management LLC, dated June  22, 2018, is incorporated by reference to Exhibit (d)(2) of Pre-Effective Amendment No.1.
(d)(6)		Amendment dated December  1, 2018 to Investment Sub-Advisory Agreement with BlackRock Investment Management LLC, dated June 22, 2018, is incorporated by reference to Exhibit (d)(4) of Post-Effective Amendment No. 8.
(d)(7)		Amendment dated as of April  10, 2019 to the Investment Sub-Advisory Agreement with BlackRock Investment Management LLC, dated June 22, 2018, is incorporated by reference to Exhibit (d)(5) of Post-Effective Amendment No. 8.
(d)(8)		Investment Sub-Advisory Agreement with BNY Mellon Asset Management North America Corporation, dated June 22, 2018, is incorporated by reference to Exhibit (d)(3) of Pre-Effective Amendment No.1.
(d)(9)		Investment Sub-Advisory Agreement with Goldman Sachs Asset Management, L.P., dated June  22, 2018, is incorporated by reference to Exhibit (d)(4) of Pre-Effective Amendment No.1.
(d)(10)		Investment Sub-Advisory Agreement with Pacific Investment Management Company LLC, dated June  22, 2018, is incorporated by reference to Exhibit (d)(5) of Pre-Effective Amendment No.1.
(d)(11)		Investment Sub-Advisory Agreement with Russell Investments Implementation Services, LLC, dated October 5, 2018, is incorporated by reference to Exhibit (d)(8) of Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on October 16, 2018 (“Post-Effective Amendment No. 3”).
(d)(12)		Amendment dated December  1, 2018 to the Investment Sub-Advisory Agreement with Russell Investments Implementation Services, LLC, dated October  5, 2018, is incorporated by reference to Exhibit (d)(10) of Post-Effective Amendment No. 8.

 

Part C - 1

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(d)(13)		Form of Amendment to the Investment Sub-Advisory Agreement with BlackRock Investment Management LLC, dated June 22, 2018 is incorporated by reference to Exhibit (d)(12) of Post-Effective Amendment No. 24.
(d)(14)		Form of Investment Sub-Advisory Agreement with PGIM, Inc. is incorporated by reference to Exhibit (d)(13) of Post-Effective Amendment No. 24.
(d)(15)		Form of Amendment to the Investment Sub-Advisory Agreement with Pacific Investment Management Company LLC, dated June 22, 2018 is incorporated by reference to Exhibit (d)(14) of Post-Effective Amendment No. 24.
(d)(16)		Form of Investment Sub-Advisory Agreement with Capital International, Inc. is incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 24.
(d)(17)		Form of Investment Sub-Advisory Agreement with Nuveen Asset Management, LLC is incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 24.
(d)(18)		Form of Investment Sub-Advisory Agreement with Wells Capital Management Incorporated is incorporated by reference to Exhibit (d)(17) of Post-Effective Amendment No. 24.
(d)(19)		Form of Investment Sub-Sub-Advisory Agreement with BlackRock International Limited is incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 24.
(d)(20)		Form of Investment Sub-Sub-Advisory Agreement with BlackRock (Singapore) Limited is incorporated by reference to Exhibit (d)(19) of Post-Effective Amendment No. 24.
(d)(21)		Form of Investment Sub-Sub-Advisory Agreement with PGIM Limited is incorporated by reference to Exhibit (d)(20) of Post-Effective Amendment No. 24.
(d)(22)		Form of Amendment to the Investment Sub-Advisory Agreement with Russell Investments Implementation Services, LLC, dated October 5, 2018 is incorporated by reference to Exhibit (d)(21) of Post-Effective Amendment No. 24.
(d)(23)		Form of Amendment to the Investment Sub-Advisory Agreement with BlackRock Investment Management LLC, dated June 22, 2018, is incorporated by reference to Exhibit (d)(23) of Post-Effective Amendment No. 29.
(d)(24)		Form of Amendment to the Investment Sub-Advisory Agreement with PGIM, Inc., dated March  13, 2020, is incorporated by reference to Exhibit (d)(24) of Post-Effective Amendment No. 29.
(d)(25)		Form of Investment Sub-Advisory Agreement with Federated Investment Management Company, dated July 27, 2020, is incorporated by reference to Exhibit (d)(25) of Post-Effective Amendment No. 29.
(d)(26)		Form of Amendment to Investment Sub-Advisory Agreement with Russell Investments Implementation Services, LLC, dated October 5, 2018, is incorporated by reference to Exhibit (d)(26) of Post-Effective Amendment No. 29.
(d)(27)		Form of Investment Sub-Sub-Advisory Agreement with BlackRock International Limited, dated July 27, 2020, is incorporated by reference to Exhibit (d)(27) of Post-Effective Amendment No. 29.
(d)(28)		Form of Investment Sub-Sub-Advisory Agreement with PGIM Limited, dated July 27, 2020, is incorporated by reference to Exhibit (d)(28) of Post-Effective Amendment No. 29.
(d)(29)		Form of Investment Sub-Advisory Agreement with Lord, Abbett  & Co., is incorporated by reference to Exhibit (d)(29) of the Registrant’s Post-Effective Amendment No.  31 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on November  18, 2020 (“Post-Effective Amendment No. 31”).
(d)(30)		Form of Investment Sub-Advisory Agreement with BlueBay Asset Management LLP, is incorporated by reference to Exhibit (d)(30) of the Registrant’s Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on March 12, 2021 (“Post-Effective Amendment No. 32”).
(d)(31)		Form of Investment Sub-Advisory Agreement with Muzinich  & Co. Inc., is incorporated by reference to Exhibit (d)(31) of Post-Effective Amendment No. 32.
(d)(32)		Form of Amendment to Investment Sub-Advisory Agreement with Russell Investments Implementation Services, LLC, dated October 5, 2018, is incorporated by reference to Exhibit (d)(32) of Post-Effective Amendment No. 32.
(d)(33)		Form of Amendment to Investment Sub-Advisory Agreement with BlackRock Investment Management, dated June 22, 2018, as amended, is incorporated by reference to Exhibit (d)(33) of Registrant’s Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on April 30, 2021 (“Post-Effective Amendment No. 34”).

 

Part C - 2

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(d)(34)		Form of Amendment to Investment Sub-Advisory Agreement with Pacific Investment Management Company LLC, dated June 22, 2018, as amended, is incorporated by reference to Exhibit (d)(34) of Post-Effective Amendment No. 34.
(d)(35)		Amended and Restated Investment Sub-Advisory Agreement with BNY Mellon Asset Management North America Corporation and Insight North America LLC, dated June 22, 2018, as amended, is incorporated by reference to Exhibit (d)(35) of the Registrant’s Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on December 2, 2021 (“Post-Effective Amendment No. 35”).
(d)(36)		Investment Sub-Advisory Agreement with Allspring Global Investments, LLC, is incorporated by reference to Exhibit (d)(36) of Post-Effective Amendment No. 35.
(d)(37)		Amendment to Investment Sub-Advisory Agreement with Pacific Investment Management Company LLC, dated June 22, 2018, as amended, is incorporated by reference to Exhibit (d)(37) of Post-Effective Amendment No. 35.
(d)(38)		Amendment to Investment Sub-Advisory Agreement with BlackRock Investment Management LLC, dated June  22, 2018, as amended, is incorporated by reference to Exhibit (d)(38) of the Registrant’s Post-Effective Amendment No. 36 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on March 8, 2022 (“Post-Effective Amendment No. 36”).
(d)(39)		Amendment to Investment Sub-Advisory Agreement with Russell Investments Implementation Services, LLC, dated October  5, 2018, as amended, is incorporated by reference to Exhibit (d)(39) of Post-Effective Amendment No. 36.
(d)(40)		Amended and Restated Investment Sub-Advisory Agreement with RBC Global Asset Management (UK) Limited, is incorporated by reference to Exhibit (d)(40) of the Registrant’s Post-Effective Amendment No. 46 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on April 28, 2023 (“Post-Effective Amendment No. 47”).
(e)(1)		Distribution Agreement, dated June  22, 2018, between the Trust and Foreside Fund Services, LLC, is incorporated by reference to Exhibit (e)(1) of Pre-Effective Amendment No.1.
(e)(2)		Amendment dated December 1, 2018 to the Distribution Agreement, dated June  22, 2018, is incorporated by reference to Exhibit (e)(2) of Post-Effective Amendment No. 8.
(e)(3)		Form of Amendment to the Distribution Agreement, dated June  22, 2018 is incorporated by reference to Exhibit (e)(3) of Post-Effective Amendment No. 24.
(e)(4)		Form of Amendment to the Distribution Agreement, dated June  22, 2018, is incorporated by reference to Exhibit (e)(4) of Post-Effective Amendment No. 29.
(e)(5)		Distribution and Fund Support Services Agreement, dated June  22, 2018, between the Adviser and Foreside Fund Services, LLC, is incorporated by reference to Exhibit (e)(2) of Pre-Effective Amendment No.1.
(e)(6)		Form of Dealer Agreement, is incorporated by reference to Exhibit (e)(3) of Pre-Effective Amendment No.1.
(e)(7)		Distribution Agreement, dated September  30, 2021, between the Trust and Foreside Fund Services, LLC, is incorporated by reference to Exhibit (e)(7) of Post-Effective Amendment No. 35.
(f)		Not applicable.
(g)(1)		Custody Agreement, dated June 6, 2018 between the Trust and Brown Brothers Harriman  & Co, is incorporated by reference to Exhibit (g) of Pre-Effective Amendment No.1.
(g)(2)		Amended Appendix A to the Custody Agreement, dated June  6, 2018, is incorporated by reference to Exhibit (g)(2) of Post-Effective Amendment No. 8.
(g)(3)		Form of Amended Appendix A to the Custody Agreement, dated June  6, 2018 is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 24.
(g)(4)		Form of Amended Appendix A to the Custody Agreement, dated June  6, 2018, is incorporated by reference to Exhibit (g)(4) of Post-Effective Amendment No. 29.
(g)(5)		Amendment to the Custody Agreement, dated June 6, 2018, is incorporated by reference to Exhibit (g)(5) of Post-Effective Amendment No. 47.
(h)(1)		Administration Agreement, dated June 22, 2018 between the Trust and Brown Brothers Harriman  & Co, is incorporated by reference to Exhibit (h)(1) of Pre-Effective Amendment No.1.
(h)(2)		Amended Appendix A to the Administration Agreement, dated June  22, 2018, is incorporated by reference to Exhibit (h)(2) of Post-Effective Amendment No. 8.

 

Part C - 3

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(h)(3)		Form of Amended Appendix A to the Administration Agreement, dated June  22, 2018 is incorporated by reference to Exhibit (h)(3) of Post-Effective Amendment No. 24.
(h)(4)		Form of Amended Appendix A to the Administration Agreement, dated June  22, 2018, is incorporated by reference to Exhibit (h)(4) of Post-Effective Amendment No. 29.
(h)(5)		Transfer Agency and Service Agreement, dated June  6, 2018, between the Trust and DST Asset Manager Solutions, Inc., is incorporated by reference to Exhibit (h)(2) of Pre-Effective Amendment No.1.
(h)(6)		Amendment dated December 1, 2018 to the Transfer Agency and Service Agreement, dated June  6, 2018, is incorporated by reference to Exhibit (h)(4) of Post-Effective Amendment No. 8.
(h)(7)		Form of Amendment to the Transfer Agency and Service Agreement is incorporated by reference to Exhibit (h)(6) of Post-Effective Amendment No. 24.
(h)(8)		Form of Amendment to the Transfer Agency and Service Agreement, is incorporated by reference to Exhibit (h)(8) of Post-Effective Amendment No. 29.
(h)(9)		Operating Expenses Limitation Agreement, dated June 22, 2018, is incorporated by reference to Exhibit (h)(3) of Pre-Effective Amendment No.1.
(h)(10)		Operating Expenses Limitation Agreement, dated December  1, 2018, is incorporated by reference to Exhibit (h)(6) of Post-Effective Amendment No. 8.
(h)(11)		Form of Operating Expenses Limitation Agreement is incorporated by reference to Exhibit (h)(9) of Post-Effective Amendment No. 24.
(h)(12)		Form of Operating Expenses Limitation Agreement, dated July  27, 2020, is incorporated by reference to Exhibit (h)(12) of Post-Effective Amendment No. 29.
(h)(13)		Advisory Fee Waiver Agreement, dated June  22, 2018, is incorporated by reference to Exhibit (h)(4) of Pre-Effective Amendment No.1.
(h)(14)		Advisory Fee Waiver Agreement, dated December  1, 2018, is incorporated by reference to Exhibit (h)(8) of Post-Effective Amendment No. 8.
(h)(15)		Form of Advisory Fee Waiver Agreement is incorporated by reference to Exhibit (h)(12) of Post-Effective Amendment No. 24.
(h)(16)		Form of Advisory Fee Waiver Agreement, dated July  27, 2020, is incorporated by reference to Exhibit (h)(16) of Post-Effective Amendment No. 29.
(h)(17)		Powers of Attorney, is incorporated by reference to Exhibit (h)(5) of the Initial Registration Statement.
(h)(18)		Power of Attorney, is incorporated by reference to Exhibit (h)(10) of Post-Effective Amendment No. 8.
(h)(19)		Form of Class Action Services Agreement between the Trust and Brown Brothers Harriman  & Co., is incorporated by reference to Exhibit (h)(6) of Pre-Effective Amendment No.1.
(h)(20)		Amended Schedule 1 to the Form of Class  Action Services Agreement, is incorporated by reference to Exhibit (h)(12) of Post-Effective Amendment No. 8.
(h)(21)		Form of Amended Schedule 1 to the Form of Class  Action Services Agreement is incorporated by reference to Exhibit (h)(17) of Post-Effective Amendment No. 24.
(h)(22)		Form of Amended Schedule 1 to the Form of Class Action Services Agreement, dated July  27, 2020, is incorporated by reference to Exhibit (h)(22) of Post-Effective Amendment No. 29.
(h)(23)		Implementation Services Agreement between Russell Investments Implementation Services, LLC and J.P. Morgan Private Investments Inc., dated October 5, 2018, is incorporated by reference to Exhibit (h)(13) of Post-Effective Amendment No. 3.
(h)(24)		Amendment dated December  1, 2018 to the Implementation Services Agreement between Russell Investments Implementation Services, LLC and J.P. Morgan Private Investments Inc., dated October  5, 2018, is incorporated by reference to Exhibit (h)(14) of Post-Effective Amendment No. 8.

 

Part C - 4

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(h)(25)		Amendment dated as of April  10, 2019 to the Implementation Services Agreement between Russell Investments Implementation Services, LLC and J.P. Morgan Private Investments Inc., dated October  5, 2018, is incorporated by reference to Exhibit (h)(15) of Post-Effective Amendment No. 8.
(h)(26)		Form of Amendment to the Implementation Services Agreement between Russell Investments Implementation Services, LLC and J.P. Morgan Private Investments Inc., dated October 5, 2018 is incorporated by reference to Exhibit (h)(21) of Post-Effective Amendment No. 24.
(h)(27)		Form of Amendment to the Implementation Services Agreement between Russell Investments Implementation Services, LLC and J.P. Morgan Private Investments Inc., dated October 5, 2018, is incorporated by reference to Exhibit (h)(27) of Post-Effective Amendment No. 29.
(h)(28)		Form of Amendment to the Implementation Services Agreement between Russell Investments Implementation Services, LLC and J.P. Morgan Private Investments Inc., dated October 5, 2018, is incorporated by reference to Exhibit (h)(28) of Post-Effective Amendment No. 32.
(h)(29)		Form of Operating Expenses Limitation Agreement, is incorporated by reference to Exhibit (h)(29) of the Registrant’s Post-Effective Amendment No. 37 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on April 29, 2022 (“Post-Effective Amendment No. 37”).
(h)(30)		Form of Advisory Fee Waiver Agreement, is incorporated by reference to Exhibit (h)(30) of Post-Effective Amendment No. 37.
(h)(31)		Power of Attorney, is incorporated by reference to Exhibit (h)(31) of Post-Effective Amendment No. 35.
(h)(32)		Amendment to the Implementation Services Agreement between Russell Investments Implementation Services, LLC and J.P. Morgan Private Investments Inc., dated October 5, 2018, is incorporated by reference to Exhibit (h)(32) of Post-Effective Amendment No. 36.
(h)(33)		Form of Investment Advisory Agreement between Six Circles Credit Opportunities Fund (Cayman) Ltd. and the Adviser, is incorporated by reference to Exhibit (h)(33) of Post-Effective Amendment No. 47.
(h)(34)		Form of Investment Sub-Advisory Agreement between the Adviser and Pacific Investment Management Company LLC, is incorporated by reference to Exhibit (h)(34) of Post-Effective Amendment No. 47.
(h)(35)		Power of Attorney, is incorporated by reference to Exhibit (h)(35) of the Registrant’s Post-Effective Amendment No.  44 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on February  7, 2023 (“Post-Effective Amendment No. 44”).
(h)(36)		Rule 12d1-4 Fund of Funds Investment Agreement, is incorporated by reference to Exhibit (h)(36) of Post-Effective Amendment No. 47.
(h)(37)		Form of Operating Expenses Limitation Agreement, is incorporated by reference to Exhibit (h)(37) of Post-Effective Amendment No. 47.
(h)(38)		Form of Advisory Fee Waiver Agreement, is incorporated by reference to Exhibit (h)(38) of Post-Effective Amendment No. 47.
(i)		Opinion and consent of counsel, is incorporated by reference to Exhibit (i) of Post-Effective Amendment No. 47.
(j)		Consent of independent registered public accounting firm, is incorporated by reference to Exhibit (j) of Post-Effective Amendment No. 47.
(k)		Not applicable.
(l)		Purchase Agreement, dated June 6, 2018 between the Trust and the Adviser, is incorporated by reference to Exhibit (l) of Pre-Effective Amendment No.1.
(m)		Not applicable.
(n)		Not applicable.
(o)		Reserved.
(p)(1)		Code of Ethics for the Trust, is incorporated by reference to Exhibit (p)(1) of Pre-Effective Amendment No.1.
(p)(2)		Code of Ethics for the Adviser. Filed herewith.
(p)(3)		Code of Ethics for BlackRock, BlackRock International Limited and BlackRock (Singapore) Limited. Filed herewith.
(p)(4)		Code of Ethics for Insight North America LLC. Filed herewith.
(p)(5)		Code of Ethics for Goldman Sachs Asset Management LP. Filed herewith.

 

Part C - 5

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(p)(6)		Code of Ethics for Pacific Investment Management Company LLC. Filed herewith.
(p)(7)		Code of Ethics for Russell Investments Implementation Services, LLC. Filed herewith.
(p)(8)		Amended Exhibit A and Exhibit B of the Code of Ethics of the Trust, is incorporated by reference to Exhibit (p)(8) of Post-Effective Amendment No. 8.
(p)(9)		Code of Ethics for PGIM, Inc. and PGIM Limited. Filed herewith.
(p)(10)		Code of Ethics for Capital International, Inc. Filed herewith.
(p)(11)		Code of Ethics for Nuveen Asset Management, LLC. Filed herewith.
(p)(12)		Code of Ethics for Allspring Global Investments, LLC. Filed herewith.
(p)(13)		Code of Ethics for Lord, Abbett & Co. LLC. Filed herewith.
(p)(14)		Code of Ethics for RBC Global Asset Management (UK) Limited. Filed herewith.
(p)(15)		Code of Ethics for Muzinich & Co., Inc. Filed herewith.
(p)(16)		Personal Account Dealing and Private Investment Policy for RBC Global Asset Management (UK) Limited, is incorporated by reference to Exhibit (p)(19) of Post-Effective Amendment No. 47.

Item 29. Persons Controlled by or Under Common Control with Registrant

The Trust through the Six Circles Credit Opportunities Fund, a separate series of the Trust, wholly owns and controls the Six Circles Credit Opportunities Fund (Cayman) Ltd. (the “Subsidiary”), a company organized under the laws of the Cayman Islands. The Subsidiary’s financial statements will be included, on a consolidated basis, in the Six Circles Credit Opportunities Fund’s annual and semi-annual reports to shareholders.

Item 30. Indemnification

Reference is made to Article VII, Section 4 of Registrant’s Declaration of Trust. Registrant, its Trustees and officers are insured against certain expenses in connection with the defense of claims, demands, actions, suits, or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to directors, trustees, officers and controlling persons of the Registrant and the principal underwriter pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, trustee, officer, or controlling person of the Registrant and the principal underwriter in connection with the successful defense of any action, suite or proceeding) is asserted against the Registrant by such director, trustee, officer or controlling person or principal underwriter in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

 

Part C - 6

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Item 31. Business and Other Connections of the Investment Adviser

See “Management of the Trust” in Part B.

The business or other connections of each director and officer of J.P. Morgan Private Investments Inc. (adviser to the Six Circles Ultra Short Duration Fund, Six Circles Tax Aware Ultra Short Duration Fund, Six Circles U.S. Unconstrained Equity Fund, Six Circles International Unconstrained Equity Fund, Six Circles Managed Equity Portfolio U.S. Unconstrained Fund, Six Circles Managed Equity Portfolio International Unconstrained Fund, Six Circles Global Bond Fund, Six Circles Tax Aware Bond Fund and Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for J.P. Morgan Private Investments Inc. and is incorporated herein by reference.

The business or other connections of each director and officer of BlackRock Investment Management, LLC (sub-adviser to the Six Circles Ultra Short Duration Fund, Six Circles U.S. Unconstrained Equity Fund, Six Circles International Unconstrained Equity Fund, Six Circles Managed Equity Portfolio U.S. Unconstrained Fund, Six Circles Managed Equity Portfolio International Unconstrained Fund, Six Circles Global Bond Fund, Six Circles Tax Aware Bond Fund and Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for BlackRock Investment Management, LLC and is incorporated herein by reference.

The business or other connections of each director and officer of BlackRock International Limited (sub-sub-adviser to the Six Circles Global Bond Fund and Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for BlackRock International Limited and is incorporated herein by reference.

The business or other connections of each director and officer of BlackRock (Singapore) Limited (sub-sub-adviser to the Six Circles Global Bond Fund) is currently listed in the investment advisor registration on Form ADV for BlackRock (Singapore) Limited and is incorporated herein by reference.

The business or other connections of each director and officer of Insight North America LLC (sub-adviser to the Six Circles Tax Aware Ultra Short Duration Fund) is currently listed in the investment advisor registration on Form ADV for Insight North America LLC and is incorporated herein by reference.

The business or other connections of each director and officer of Goldman Sachs Asset Management, L.P. (sub-adviser to the Six Circles Ultra Short Duration Fund and Six Circles Tax Aware Ultra Short Duration Fund) is currently listed in the investment advisor registration on Form ADV for Goldman Sachs Asset Management, L.P. and is incorporated herein by reference.

The business or other connections of each director and officer of Pacific Investment Management Company LLC (sub-adviser to the Six Circles Ultra Short Duration Fund, Six Circles Tax Aware Ultra Short Duration Fund, Six Circles Global Bond Fund and Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for Pacific Investment Management Company LLC and is incorporated herein by reference.

The business or other connections of each director and officer of PGIM, Inc. (sub-adviser to the Six Circles Global Bond Fund and Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for PGIM, Inc. and is incorporated herein by reference.

The business or other connections of each director and officer of PGIM Limited (sub-sub-adviser to the Six Circles Global Bond Fund and Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for PGIM Limited and is incorporated herein by reference.

The business or other connections of each director and officer of Capital International, Inc. (sub-adviser to the Six Circles Tax Aware Bond Fund) is currently listed in the investment advisor registration on Form ADV for Capital International, Inc. and is incorporated herein by reference.

The business or other connections of each director and officer of Nuveen Asset Management, LLC (sub-adviser to the Six Circles Tax Aware Bond Fund) is currently listed in the investment advisor registration on Form ADV for Nuveen Asset Management, LLC and is incorporated herein by reference.

The business or other connections of each director and officer of Allspring Global Investments, LLC (sub-adviser to the Six Circles Tax Aware Bond Fund) is currently listed in the investment advisor registration on Form ADV for Allspring Global Investments, LLC and is incorporated herein by reference.

The business or other connections of each director and officer of Lord, Abbett & Co. LLC (sub-adviser to the Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for Lord, Abbett & Co. LLC and is incorporated by reference.

 

Part C - 7

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The business or other connections of each director and officer of RBC Global Asset Management (UK) Limited (sub-adviser to the Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for RBC Global Asset Management (UK) Limited and is incorporated by reference.

The business or other connections of each director and officer of Muzinich & Co. Inc. (sub-adviser to the Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for Muzinich & Co. Inc. and is incorporated by reference.

The business or other connections of each director and officer of Russell Investments Implementation Services, LLC (interim sub-adviser to the Six Circles Ultra Short Duration Fund, Six Circles Tax Aware Ultra Short Duration Fund, Six Circles U.S. Unconstrained Equity Fund, Six Circles International Unconstrained Equity Fund, Six Circles Managed Equity Portfolio U.S. Unconstrained Fund, Six Circles Managed Equity Portfolio International Unconstrained Fund, Six Circles Global Bond Fund, Six Circles Tax Aware Bond Fund and Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for Russell Investments Implementation Services, LLC and is incorporated herein by reference.

Item 32. Principal Underwriters

 

(a)

Foreside Fund Services, LLC is the principal underwriter of the Registrant’s shares. Foreside Fund Services, LLC is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. Foreside Fund Services, LLC is located at Three Canal Plaza, Suite 100, Portland, Maine 04101. Foreside Fund Services, LLC acts as the principal underwriter for the following additional investment companies registered under the 1940 Act:

 

1.	AB Active ETFs, Inc.

2.	ABS Long/Short Strategies Fund

3.	Absolute Shares Trust

4.	ActivePassive Core Bond ETF, Series of Trust for Professional Managers

5.	ActivePassive Intermediate Municipal Bond ETF, Series of Trust for Professional Managers

6.	ActivePassive International Equity ETF, Series of Trust for Professional Managers

7.	ActivePassive U.S. Equity ETF, Series of Trust for Professional Managers

8.	Adaptive Core ETF, Series of Collaborative Investment Series Trust

9.	AdvisorShares Trust

10.	AFA Multi-Manager Credit Fund

11.	AGF Investments Trust

12.	AIM ETF Products Trust

13.	Alexis Practical Tactical ETF, Series of Listed Funds Trust

14.	AlphaCentric Prime Meridian Income Fund

15.	American Century ETF Trust

16.	Amplify ETF Trust

17.	Applied Finance Core Fund, Series of World Funds Trust

18.	Applied Finance Explorer Fund, Series of World Funds Trust

19.	Applied Finance Select Fund, Series of World Funds Trust

20.	ARK ETF Trust

21.	ARK Venture Fund

22.	ASYMmetric ETFs Trust

23.	B.A.D. ETF, Series of Listed Funds Trust

24.	Bitwise Funds Trust

25.	Bluestone Community Development Fund

26.	BondBloxx ETF Trust

27.	Bramshill Multi-Strategy Income Fund, Series of Investment Managers Series Trust

28.	Bridgeway Funds, Inc.

29.	Brinker Capital Destinations Trust

30.	Brookfield Real Assets Income Fund Inc.

31.	Build Funds Trust

32.	Calamos Convertible and High Income Fund

33.	Calamos Convertible Opportunities and Income Fund

34.	Calamos Dynamic Convertible and Income Fund

35.	Calamos ETF Trust

36.	Calamos Global Dynamic Income Fund

37.	Calamos Global Total Return Fund

38.	Calamos Strategic Total Return Fund

 

Part C - 8

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39.	Carlyle Tactical Private Credit Fund

40.	Cboe Vest Bitcoin Strategy Managed Volatility Fund, Series of World Funds Trust

41.	Cboe Vest S&P 500® Dividend Aristocrats Target Income Fund, Series of World Funds Trust

42.	Cboe Vest US Large Cap 10% Buffer Strategies Fund, Series of World Funds Trust

43.	Cboe Vest US Large Cap 10% Buffer VI Fund, Series of World Funds Trust

44.	Cboe Vest US Large Cap 20% Buffer Strategies Fund, Series of World Funds Trust

45.	Cboe Vest US Large Cap 20% Buffer VI Fund, Series of World Funds Trust

46.	Center Coast Brookfield MLP & Energy Infrastructure Fund

47.	Clifford Capital Focused Small Cap Value Fund, Series of World Funds Trust

48.	Clifford Capital International Value Fund, Series of World Funds Trust

49.	Clifford Capital Partners Fund, Series of World Funds Trust

50.	Cliffwater Corporate Lending Fund

51.	Cliffwater Enhanced Lending Fund

52.	Cohen & Steers Infrastructure Fund, Inc.

53.	Convergence Long/Short Equity ETF, Series of Trust for Professional Managers

54.	CornerCap Small-Cap Value Fund, Series of Managed Portfolio Series

55.	CrossingBridge Pre-Merger SPAC ETF, Series of Trust for Professional Managers

56.	Curasset Capital Management Core Bond Fund, Series of World Funds Trust

57.	Curasset Capital Management Limited Term Income Fund, Series of World Funds Trust

58.	Davis Fundamental ETF Trust

59.	Defiance Daily Short Digitizing the Economy ETF, Series of ETF Series Solutions

60.	Defiance Hotel, Airline, and Cruise ETF, Series of ETF Series Solutions

61.	Defiance Next Gen Connectivity ETF, Series of ETF Series Solutions

62.	Defiance Next Gen H2 ETF, Series of ETF Series Solutions

63.	Defiance Quantum ETF, Series of ETF Series Solutions

64.	Direxion Shares ETF Trust

65.	Dividend Performers ETF, Series of Listed Funds Trust

66.	Dodge & Cox Funds

67.	DoubleLine ETF Trust

68.	DoubleLine Opportunistic Credit Fund

69.	DoubleLine Yield Opportunities Fund

70.	DriveWealth ETF Trust

71.	EIP Investment Trust

72.	Ellington Income Opportunities Fund

73.	ETF Opportunities Trust

74.	Evanston Alternative Opportunities Fund

75.	Exchange Listed Funds Trust

76.	Fiera Capital Series Trust

77.	FlexShares Trust

78.	Forum Funds

79.	Forum Funds II

80.	Forum Real Estate Income Fund

81.	Goose Hollow Tactical Allocation ETF, Series of Collaborative Investment Series Trust

82.	Grayscale Future of Finance ETF, Series of ETF Series Solutions

83.	Grizzle Growth ETF, Series of Listed Funds Trust

84.	Guinness Atkinson Funds

85.	Harbor ETF Trust

86.	Horizon Kinetics Blockchain Development ETF, Series of Listed Funds Trust

87.	Horizon Kinetics Energy and Remediation ETF, Series of Listed Funds Trust

88.	Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust

89.	Horizon Kinetics Medical ETF, Series of Listed Funds Trust

90.	Horizon Kinetics SPAC Active ETF, Series of Listed Funds Trust

91.

IDX Funds

92.	Innovator ETFs Trust

93.	Ironwood Institutional Multi-Strategy Fund LLC

94.	Ironwood Multi-Strategy Fund LLC

 

Part C - 9

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95.	John Hancock Exchange-Traded Fund Trust

96.	Kelly Strategic ETF Trust

97.	LDR Real Estate Value-Opportunity Fund, Series of World Funds Trust

98.	LifeGoal Conservative Wealth Builder ETF, Series of Northern Lights Fund Trust II

99.	LifeGoal Home Down Payment ETF, Series of Northern Lights Fund Trust II

100.	LifeGoal Wealth Builder ETF, Series of Northern Lights Fund Trust II

101.	Mairs & Power Balanced Fund, Series of Trust for Professional Managers

102.	Mairs & Power Growth Fund, Series of Trust for Professional Managers

103.	Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers

104.	Mairs & Power Small Cap Fund, Series of Trust for Professional Managers

105.	Manor Investment Funds

106.	Merk Stagflation ETF, Series of Listed Funds Trust

107.	Milliman Variable Insurance Trust

108.	Mindful Conservative ETF, Series of Collaborative Investment Series Trust

109.	Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV

110.	Mohr Growth ETF, Series of Collaborative Investment Series Trust

111.	Mohr Sector Navigator ETF, Series of Collaborative Investment Series Trust

112.	Morgan Stanley ETF Trust

113.	Morningstar Funds Trust

114.	OTG Latin American Fund, Series of World Funds Trust

115.	Overlay Shares Core Bond ETF, Series of Listed Funds Trust

116.	Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust

117.	Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust

118.	Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust

119.	Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust

120.	Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust

121.	Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust

122.	Palmer Square Opportunistic Income Fund

123.	Partners Group Private Income Opportunities, LLC

124.	Performance Trust Mutual Funds, Series of Trust for Professional Managers

125.	Perkins Discovery Fund, Series of World Funds Trust

126.	Philotimo Focused Growth and Income Fund, Series of World Funds Trust

127.	Plan Investment Fund, Inc.

128.	PMC Core Fixed Income Fund, Series of Trust for Professional Managers

129.	PMC Diversified Equity Fund, Series of Trust for Professional Managers

130.	Point Bridge America First ETF, Series of ETF Series Solutions

131.	Preferred-Plus ETF, Series of Listed Funds Trust

132.	Putnam ETF Trust

133.	Quaker Investment Trust

134.	Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust

135.	Rareview Inflation/Deflation ETF, Series of Collaborative Investment Series Trust

136.	Rareview Systematic Equity ETF, Series of Collaborative Investment Series Trust

137.	Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust

138.	Renaissance Capital Greenwich Funds

139.	Revere Sector Opportunity ETF, Series of Collaborative Investment Series Trust

140.	Reynolds Funds, Inc.

141.	RiverNorth Enhanced Pre-Merger SPAC ETF, Series of Listed Funds Trust

142.	RiverNorth Patriot ETF, Series of Listed Funds Trust

143.	RMB Investors Trust

144.	Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust

145.	Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust

146.	Roundhill Ball Metaverse ETF, Series of Listed Funds Trust

147.	Roundhill BIG Bank ETF, Series of Listed Funds Trust

148.	Roundhill BIG Tech ETF, Series of Listed Funds Trust

149.	Roundhill Cannabis ETF, Series of Listed Funds Trust

150.	Roundhill IO Digital Infrastructure ETF, Series of Listed Funds Trust

151.	Roundhill MEME ETF, Series of Listed Funds Trust

 

Part C - 10

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152.	Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust

153.	Roundhill Video Games ETF, Series of Listed Funds Trust

154.	Rule One Fund, Series of World Funds Trust

155.	Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust

156.	SHP ETF Trust

157.	Sound Shore Fund, Inc.

158.	Sparrow Funds

159.	Spear Alpha ETF, Series of Listed Funds Trust

160.	STF Tactical Growth & Income ETF, Series of Listed Funds Trust

161.	STF Tactical Growth ETF, Series of Listed Funds Trust

162.	Strategy Shares

163.	Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust

164.	Syntax ETF Trust

165.	Tekla World Healthcare Fund

166.	Tema ETF Trust

167.	Teucrium Agricultural Strategy No K-1 ETF, Series of Listed Funds Trust

168.	Tecurium AiLA Long-Short Agriculture Strategy ETF, Series of Listed Funds Trust

169.	Teucrium AiLA Long-Short Base Metals Strategy ETF, Series of Listed Funds Trust

170.	The Community Development Fund

171.	The Finite Solar Finance Fund

172.	The Private Shares Fund

173.	The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust

174.	Third Avenue Trust

175.	Third Avenue Variable Series Trust

176.	Tidal ETF Trust

177.	Tidal Trust II

178.	TIFF Investment Program

179.	Timothy Plan High Dividend Stock Enhanced ETF, Series of The Timothy Plan

180.	Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan

181.	Timothy Plan International ETF, Series of The Timothy Plan

182.	Timothy Plan Market Neutral ETF, Series of The Timothy Plan

183.	Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan

184.	Timothy Plan US Large/Mid Core Enhanced ETF, Series of The Timothy Plan

185.	Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan

186.	Total Fund Solution

187.	Touchstone ETF Trust

188.	TrueShares Eagle Global Renewable Energy Income ETF, Series of Listed Funds Trust

189.	TrueShares ESG Active Opportunities ETF, Series of Listed Funds Trust

190.	TrueShares Low Volatility Equity Income ETF, Series of Listed Funds Trust

191.	TrueShares Structured Outcome (April) ETF, Series of Listed Funds Trust

192.	TrueShares Structured Outcome (August) ETF, Series of Listed Funds Trust

193.	TrueShares Structured Outcome (December) ETF, Series of Listed Funds Trust

194.	TrueShares Structured Outcome (February) ETF, Series of Listed Funds Trust

195.	TrueShares Structured Outcome (January) ETF, Series of Listed Funds Trust

196.	TrueShares Structured Outcome (July) ETF, Series of Listed Funds Trust

197.	TrueShares Structured Outcome (June) ETF, Series of Listed Funds Trust

198.	TrueShares Structured Outcome (March) ETF, Series of Listed Funds Trust

199.	TrueShares Structured Outcome (May) ETF, Series of Listed Funds Trust

200.	TrueShares Structured Outcome (November) ETF, Series of Listed Funds Trust

201.	TrueShares Structured Outcome (October) ETF, Series of Listed Funds Trust

202.	TrueShares Structured Outcome (September) ETF, Series of Listed Funds Trust

203.	TrueShares Technology, AI & Deep Learning ETF, Series of Listed Funds Trust

204.	U.S. Global Investors Funds

205.	Union Street Partners Value Fund, Series of World Funds Trust

206.	Variant Alternative Income Fund

207.	Variant Impact Fund

208.	VictoryShares Core Intermediate Bond ETF, Series of Victory Portfolios II

209.	VictoryShares Core Plus Intermediate Bond ETF, Series of Victory Portfolios II

210.	VictoryShares Corporate Bond ETF, Series of Victory Portfolios II

211.	VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

212.	VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II

213.	VictoryShares Emerging Markets Value Momentum ETF, Series of Victory Portfolios II

 

Part C - 11

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214.	VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II

215.	VictoryShares International Value Momentum ETF, Series of Victory Portfolios II

216.	VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II

217.	VictoryShares NASDAQ Next 50 ETF, Series of Victory Portfolios II

218.	VictoryShares Short-Term Bond ETF, Series of Victory Portfolios II

219.	VictoryShares THB Mid Cap ESG ETF, Series of Victory Portfolios II

220.	VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

221.	VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II

222.	VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

223.	VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

224.	VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II

225.	VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II

226.	VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II

227.	VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II

228.	VictoryShares US Small Mid Cap Value Momentum ETF, Series of Victory Portfolios II

229.	VictoryShares US Value Momentum ETF, Series of Victory Portfolios II

230.	VictoryShares WestEnd US Sector ETF, Series of Victory Portfolios II

231.	Volatility Shares Trust

232.	West Loop Realty Fund, Series of Investment Managers Series Trust

233.	Wilshire Mutual Funds, Inc.

234.	Wilshire Variable Insurance Trust

235.	WisdomTree Digital Trust

236.	WisdomTree Trust

237.	WST Investment Trust

238.	XAI Octagon Floating Rate & Alternative Income Term Trust

 

(b)	The directors and officers of Foreside Fund Services, LLC are set forth below. The business address of each director or officer is Three Canal Plaza, Suite 100, Portland, Maine 04101.

 

Name with Registrant		Positions and Offices With Foreside Fund Services, LLC		Address		Positions with Registrant
Teresa Cowan		President/Manager		111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202		None
Chris Lanza		Vice President		Three Canal Plaza, Suite 100, Portland, ME 04101		None
Kate Macchia		Vice President		Three Canal Plaza, Suite 100, Portland, ME 04101		None
Nanette K. Chern		Vice President and Chief Compliance Officer		Three Canal Plaza, Suite 100, Portland, ME 04101		None
Kelly B. Whetstone		Secretary		Three Canal Plaza, Suite 100, Portland, ME 04101		None
Susan L. LaFond		Treasurer		111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202		None
Weston Sommers		Financial and Operations Principal and Chief Financial Officer		Three Canal Plaza, Suite 100, Portland, ME 04101		None

(c)    Not applicable.

Item 33. Location of Accounts and Records

All accounts, books, records and documents required pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of:

J.P. Morgan Private Investments Inc., the Registrant’s investment adviser, at 383 Madison Avenue, New York, NY 10179 (records relating to its functions as investment adviser to the Six Circles Ultra Short Duration Fund, Six Circles Tax Aware Ultra Short Duration Fund, Six Circles U.S. Unconstrained Equity Fund, Six Circles International Unconstrained Equity Fund, Six Circles Managed Equity Portfolio U.S. Unconstrained Fund, Six Circles Managed Equity Portfolio International Unconstrained Fund, Six Circles Global Bond Fund, Six Circles Tax Aware Bond Fund and Six Circles Credit Opportunities Fund).

 

Part C - 12

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Foreside Fund Services, LLC, the Registrant’s distributor, at Three Canal Plaza, Suite 100, Portland, Maine 04101 (records relating to its functions as distributor to the Six Circles Ultra Short Duration Fund, Six Circles Tax Aware Ultra Short Duration Fund, Six Circles U.S. Unconstrained Equity Fund, Six Circles International Unconstrained Equity Fund, Six Circles Managed Equity Portfolio U.S. Unconstrained Fund, Six Circles Managed Equity Portfolio International Unconstrained Fund, Six Circles Global Bond Fund, Six Circles Tax Aware Bond Fund and Six Circles Credit Opportunities Fund).

Brown Brothers Harriman & Co., the Registrant’s custodian, at 140 Broadway, New York, New York 10005 (records relating to its functions as custodian to the Six Circles Ultra Short Duration Fund, Six Circles Tax Aware Ultra Short Duration Fund, Six Circles U.S. Unconstrained Equity Fund, Six Circles International Unconstrained Equity Fund, Six Circles Managed Equity Portfolio U.S. Unconstrained Fund, Six Circles Managed Equity Portfolio International Unconstrained Fund, Six Circles Global Bond Fund, Six Circles Tax Aware Bond Fund and Six Circles Credit Opportunities Fund).

Brown Brothers Harriman & Co., the Registrant’s administrator, at 140 Broadway, New York, New York 10005 (records relating to its functions as administrator to the Six Circles Ultra Short Duration Fund, Six Circles Tax Aware Ultra Short Duration Fund, Six Circles U.S. Unconstrained Equity Fund, Six Circles International Unconstrained Equity Fund, Six Circles Managed Equity Portfolio U.S. Unconstrained Fund, Six Circles Managed Equity Portfolio International Unconstrained Fund, Six Circles Global Bond Fund, Six Circles Tax Aware Bond Fund and Six Circles Credit Opportunities Fund).

DST Asset Manager Solutions, Inc., the Registrant’s transfer agent, at 2000 Crown Colony Drive, Quincy, MA 02169 (records relating to its functions as transfer agent to the Six Circles Ultra Short Duration Fund, Six Circles Tax Aware Ultra Short Duration Fund, Six Circles U.S. Unconstrained Equity Fund, Six Circles International Unconstrained Equity Fund, Six Circles Managed Equity Portfolio U.S. Unconstrained Fund, Six Circles Managed Equity Portfolio International Unconstrained Fund, Six Circles Global Bond Fund, Six Circles Tax Aware Bond Fund and Six Circles Credit Opportunities Fund).

Registrant’s Sub-Advisers and Sub-Sub-Advisers

BlackRock Investment Management, LLC, at 50 Hudson Yards, New York, NY 10001 (records relating to its functions as sub-adviser to the Six Circles Ultra Short Duration Fund, Six Circles U.S. Unconstrained Equity Fund, Six Circles International Unconstrained Equity Fund, Six Circles Managed Equity Portfolio U.S. Unconstrained Fund, Six Circles Managed Equity Portfolio International Unconstrained Fund, Six Circles Global Bond Fund, Six Circles Tax Aware Bond Fund and Six Circles Credit Opportunities Fund).

BlackRock International Limited, at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL, United Kingdom (records relating to its functions as sub-sub-adviser to the Six Circles Global Bond Fund and Six Circles Credit Opportunities Fund).

Insight North America LLC, at 200 Park Avenue, New York, New York 10166 (records relating to its functions as sub-adviser to the Six Circles Tax Aware Ultra Short Duration Fund).

Goldman Sachs Asset Management L.P., at 200 West Street, New York, New York 10282 (records relating to its functions as sub-adviser to the Six Circles Ultra Short Duration Fund and Six Circles Tax Aware Ultra Short Duration Fund).

BlackRock (Singapore) Limited, at 20 Anson Road #18-01, 079912 Singapore (records relating to its functions as sub-sub-adviser to the Six Circles Global Bond Fund).

Pacific Investment Management Company LLC, at 650 Newport Center Drive, Newport Beach, California 92660 (records relating to its functions as sub-adviser to the Six Circles Ultra Short Duration Fund, Six Circles Tax Aware Ultra Short Duration Fund, the Six Circles Global Bond Fund and the Six Circles Credit Opportunities Fund).

PGIM, Inc., at 655 Broad Street, 8^th Floor, Newark, NJ 07102 (records relating to its functions as sub-adviser to the Six Circles Global Bond Fund and Six Circles Credit Opportunities Fund).

PGIM Limited, at Grand Buildings, 1-3 Strand, Trafalgar Square, London WC2N 5HR (records relating to its functions as sub-sub-adviser to the Six Circles Global Bond Fund and Six Circles Credit Opportunities Fund).

Capital International, Inc., at 400 S. Hope Street, Los Angeles, CA 90071 (records relating to its functions as sub-adviser to the Six Circles Tax Aware Bond Fund).

 

Part C - 13

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Nuveen Asset Management, LLC, at 901 Marquette Avenue, Suite 2900, Minneapolis, Minnesota 55402 (records relating to its functions as sub-adviser to the Six Circles Tax Aware Bond Fund).

Allspring Global Investments, LLC, at 1415 Vantage Park Drive, Charlotte, NC 28203 (records relating to its functions as sub-adviser to the Six Circles Tax Aware Bond Fund).

Lord, Abbett & Co. LLC, at 90 Hudson Street, Jersey City, New Jersey 07302 (records relating to its functions as sub-adviser to the Six Circles Credit Opportunities Fund).

RBC Global Asset Management (UK) Limited, at 77 Grosvenor Street, London, W1K 3JR, United Kingdom (records relating to its functions as sub-adviser to the Six Circles Credit Opportunities Fund).

Muzinich & Co. Inc., at 450 Park Avenue, New York, New York 10022 (records relating to its functions as sub-adviser to the Six Circles Credit Opportunities Fund).

Russell Investments Implementation Services, LLC, at 1302 2^nd Avenue, 18^th Floor, Seattle, WA 98101 (records relating to its functions as interim sub-adviser to the Six Circles Ultra Short Duration Fund, Six Circles Tax Aware Ultra Short Duration Fund, Six Circles U.S. Unconstrained Equity Fund, Six Circles International Unconstrained Equity Fund, Six Circles Managed Equity Portfolio U.S. Unconstrained Fund, Six Circles Managed Equity Portfolio International Unconstrained Fund, Six Circles Global Bond Fund, Six Circles Tax Aware Bond Fund and Six Circles Credit Opportunities Fund).

Item 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable.

 

Part C - 14

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on the 12th day of June, 2023.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on June 12, 2023.

 

/s/ Mary Savino

Mary Savino Trustee

/s/ Lisa Borders*

Lisa Borders Trustee

/s/ James P. Donovan*

James P. Donovan Trustee

/s/ Kevin Klingert*

Kevin Klingert Trustee

/s/ Neil Medugno*

Neil Medugno Trustee

/s/ Lauren Stack*

Lauren Stack Trustee

/s/ Gregory R. McNeil

Gregory R. McNeil Principal Financial Officer and Treasurer

 

 

**	Executed by Mary Savino on behalf of each of the Trustees pursuant to Powers of Attorney dated June 12, 2018 and January 10, 2023.

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EXHIBIT INDEX

 

Exhibit No.		Description
EX.99.p.2		Code of Ethics for J.P. Morgan Private Investments Inc.
EX.99.p.3		Code of Ethics for BlackRock Investment Management, LLC, BlackRock International Limited and BlackRock (Singapore) Limited.
EX.99.p.4		Code of Ethics for Insight North America LLC.
EX.99.p.5		Code of Ethics for Goldman Sachs Asset Management LP.
EX.99.p.6		Code of Ethics for Pacific Investment Management Company LLC.
EX.99.p.7		Code of Ethics for Russell Investments Implementation Services, LLC.
EX.99.p.9		Code of Ethics for PGIM, Inc. and PGIM Limited.
EX.99.p.10		Code of Ethics for Capital International, Inc.
EX.99.p.11		Code of Ethics for Nuveen Asset Management, LLC.
EX.99.p.12		Code of Ethics for Allspring Global Investments, LLC.
EX.99.p.13		Code of Ethics for Lord, Abbett & Co. LLC.
EX.99.p.14		Code of Ethics for RBC Global Asset Management (UK) Limited
EX.99.p.15		Code of Ethics for Muzinich & Co. Inc.

ATTACHMENTS / EXHIBITS

CODE OF ETHICS FOR J.P. MORGAN PRIVATE INVESTMENTS INC.

CODE OF ETHICS FOR BLACKROCK INVESTMENT MANAGEMENT, LLC, BLACKROCK INTERNATIONAL

CODE OF ETHICS FOR INSIGHT NORTH AMERICA LLC.

CODE OF ETHICS FOR GOLDMAN SACHS ASSET MANAGEMENT, LP.

CODE OF ETHICS FOR PACIFIC INVESTMENT MANAGEMENT COMPANY LLC.

CODE OF ETHICS FOR RUSSELL INVESTMENTS IMPLEMENTATION SERVICES, LLC.

CODE OF ETHICS FOR PGIM, INC. AND PGIM LIMITED.

CODE OF ETHICS FOR CAPITAL INTERNATIONAL, INC.

CODE OF ETHICS FOR NUVEEN ASSET MANAGEMENT, LLC.

CODE OF ETHICS FOR ALLSPRING GLOBAL INVESTMENTS, LLC.

CODE OF ETHICS FOR LORD, ABBETT & CO. LLC.

CODE OF ETHICS FOR RBC GLOBAL ASSET MANAGEMENT (UK) LIMITED.

CODE OF ETHICS FOR MUZINICH & CO. INC.

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