As filed with the Securities and Exchange Commission on December 2, 2021
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. 35 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
Amendment No. 36 | ☒ | |||
(Check appropriate box or boxes) |
SIX CIRCLESsm TRUST
(Exact Name of Registrant Specified in Charter)
383 Madison Avenue
New York, New York, 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 | |
270 Park Avenue | 450 Lexington Avenue | |
New York, NY 10017 | New York, NY 10017 |
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
EXPLANATORY NOTE
This Post-Effective Amendment consists of the following:
1. | Facing Sheet of the Registration Statement |
2. | Part C to the Registration Statement (including signature page) |
3. | Exhibits (d)(35), (d)(36), (d)(37), (e)(7), (h)(31), (p)(17) and (p)(18). |
This Post-Effective Amendment is being filed solely to file the Amended and Restated Investment Sub-Advisory Agreement with BNY Mellon Asset Management North America Corporation and Insight North America LLC (exhibit (d)(35)), the Investment Sub-Advisory Agreement with Allspring Global Investments, LLC (exhibit (d)(36)), the Amendment to Investment Sub-Advisory Agreement with Pacific Investment Management Company LLC (exhibit (d)(37)), the Distribution Agreement between the Trust and Foreside Fund Services, LLC (exhibit (e)(7)), Power of Attorney (h)(31), the Code of Ethics of Insight North America LLC (exhibit (p)(17)) and the Code of Ethics of Allspring Global Investments, LLC (exhibit (p)(18)) 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 30, 2021, as amended or supplemented to date pursuant to Rule 497 under the Securities Act of 1933, as amended, are incorporated by reference herein.
PART C: OTHER INFORMATION
Item 28: Exhibits
Part C -1
Part C -2
Part C -3
Part C -4
Part C -5
Item 29. Persons Controlled by or Under Common Control with Registrant
Not applicable.
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.
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 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.
Part C -6
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 Federated Investment Management Company (sub-adviser to the Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for Federated Investment Management Company and is incorporated 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.
The business or other connections of each director and officer of BlueBay Asset Management LLP (sub-adviser to the Six Circles Credit Opportunities Fund) is currently listed in the investment advisor registration on Form ADV for BlueBay Asset Management LLP 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. | ABS Long/Short Strategies Fund |
2. | Absolute Shares Trust |
3. | Adaptive Core ETF, Series of Collaborative Investment Series Trust |
4. | AdvisorShares Trust |
5. | AFA Multi-Manager Credit Fund |
6. | AGF Investments Trust (f/k/a FQF Trust) |
7. | AIM ETF Products Trust |
8. | Alexis Practical Tactical ETF, Series of Listed Funds Trust |
9. | AlphaCentric Prime Meridian Income Fund |
10. | American Century ETF Trust |
11. | American Customer Satisfaction ETF, Series of ETF Series Solutions |
12. | Amplify ETF Trust |
13. | ARK ETF Trust |
14. | ASYMmetric ETFs Trust |
15. | Bluestone Community Development Fund (f/k/a The 504 Fund) |
Part C -7
16. | Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust |
17. | Bridgeway Funds, Inc. |
18. | Brinker Capital Destinations Trust |
19. | Brookfield Real Assets Income Fund Inc. |
20. | Cabot Equity Growth ETF, Series of Listed Funds Trust |
21. | Calamos Convertible and High Income Fund |
22. | Calamos Convertible Opportunities and Income Fund |
23. | Calamos Dynamic Convertible and Income Fund |
24. | Calamos Global Dynamic Income Fund |
25. | Calamos Global Total Return Fund |
26. | Calamos Strategic Total Return Fund |
27. | Carlyle Tactical Private Credit Fund |
28. | Center Coast Brookfield MLP & Energy Infrastructure Fund |
29. | Changebridge Capital Long/Short ETF, Series of Listed Funds Trust |
30. | Changebridge Capital Sustainable Equity ETF, Series of Listed Funds Trust |
31. | Cliffwater Corporate Lending Fund |
32. | Cliffwater Enhanced Lending Fund |
33. | Cohen & Steers Infrastructure Fund, Inc. |
34. | CornerCap Group of Funds |
35. | CrossingBridge Pre-Merger SPAC ETF, Series of Trust for Professional Managers |
36. | Davis Fundamental ETF Trust |
37. | Defiance Hotel, Airline, and Cruise ETF, Series of ETF Series Solutions |
38. | Defiance Nasdaq Junior Biotechnology ETF, Series of ETF Series Solutions |
39. | Defiance Next Gen Altered Experience ETF, Series of ETF Series Solutions |
40. | Defiance Next Gen Big Data ETF, Series of ETF Series Solutions |
41. | Defiance Next Gen Connectivity ETF, Series of ETF Series Solutions |
42. | Defiance Next Gen H2 ETF, Series of ETF Series Solutions |
43. | Defiance Next Gen SPAC Derived ETF, Series of ETF Series Solutions |
44. | Defiance Quantum ETF, Series of ETF Series Solutions |
45. | Direxion Shares ETF Trust |
46. | DoubleLine Opportunistic Credit Fund |
47. | Eaton Vance NextShares Trust |
48. | Eaton Vance NextShares Trust II |
49. | EIP Investment Trust |
50. | Ellington Income Opportunities Fund |
51. | EntrepreneurShares Series Trust |
52. | Esoterica Thematic ETF Trust |
53. | ETF Opportunities Trust |
54. | Evanston Alternative Opportunities Fund |
55. | Exchange Listed Funds Trust (f/k/a Exchange Traded Concepts Trust II) |
56. | Fat Tail Risk ETF, Series of Collaborative Investment Series Trust |
57. | Fiera Capital Series Trust |
58. | FlexShares Trust |
59. | FOMO ETF, Series of Collaborative Investment Series Trust |
60. | Forum Funds |
61. | Forum Funds II |
62. | Friess Brandywine Blue Fund, Series of Managed Portfolio Series |
63. | Fries Brandywine Fund, Series of Managed Portfolio Series |
64. | Friess Small Cap Growth Fund, Series of Managed Portfolio Series |
65. | Goose Hollow Tactical Allocation ETF, Series of Collaborative Investment Series Trust |
66. | Guinness Atkinson Funds |
67. | Harbor ETF Trust |
68. | Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust |
69. | Infusive US Trust |
70. | Innovator ETFs Trust |
71. | Ironwood Institutional Multi-Strategy Fund LLC |
72. | Ironwood Multi-Strategy Fund LLC |
Part C -8
73. | John Hancock Exchange-Traded Fund Trust |
74. | Mairs & Power Funds Trust |
75. | Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers |
76. | Manor Investment Funds |
77. | Mindful Conservative ETF, Series of Collaborative Investment Series Trust |
78. | Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV |
79. | Mohr Growth ETF, Series of Collaborative Investment Series Trust |
80. | Morgan Creek – Exos SPAC Originated ETF, Series of Listed Funds Trust |
81. | Morningstar Funds Trust |
82. | OSI ETF Trust |
83. | Overlay Shares Core Bond ETF, Series of Listed Funds Trust |
84. | Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust |
85. | Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust |
86. | Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust |
87. | Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust |
88. | Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust |
89. | Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust |
90. | Palmer Square Opportunistic Income Fund |
91. | Partners Group Private Income Opportunities, LLC |
92. | PENN Capital Funds Trust |
93. | Performance Trust Mutual Funds, Series of Trust for Professional Managers |
94. | Philotimo Focused Growth and Income Fund, Series of World Funds Trust |
95. | Plan Investment Fund, Inc. |
96. | PMC Funds, Series of Trust for Professional Managers |
97. | Point Bridge GOP Stock Tracker ETF, Series of ETF Series Solutions |
98. | Putnam ETF Trust |
99. | Quaker Investment Trust |
100. | Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust |
101. | Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust |
102. | Revere Sector Opportunity ETF, Series of Collaborative Investment Series Trust |
103. | Renaissance Capital Greenwich Funds |
104. | Reverse Cap Weighted U.S. Large Cap ETF, Series of ETF Series Solutions |
105. | RMB Investors Trust (f/k/a Burnham Investors Trust) |
106. | Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust |
107. | Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust |
108. | Roundhill BITKRAFT Esports & Digital Entertainment ETF, Series of Listed Funds Trust |
109. | Roundhill IO Digital Infrastructure ETF, Series of Listed Funds Trust |
110. | Roundhill MVP ETF, Series of Listed Funds Trust |
111. | Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust |
112. | Roundhill Streaming Services & Technology ETF, Series of Listed Funds Trust |
113. | Salient MF Trust |
114. | Securian AM Balanced Stabilization Fund, Series of Investment Managers Series Trust |
115. | Securian AM Equity Stabilization Fund, Series of Investment Managers Series Trust |
116. | Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust |
117. | SHP ETF Trust |
118. | Sound Shore Fund, Inc. |
119. | Spear Alpha ETF, Series of Listed Funds Trust |
120. | Strategy Shares |
121. | Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust |
122. | Syntax ETF Trust |
123. | The Active Dividend Stock ETF, Series of Collaborative Investment Series Trust |
124. | The Chartwell Funds |
125. | The Community Development Fund |
126. | The De-SPAC ETF, Series of Collaborative Investment Series Trust |
127. | The Private Shares Fund (f/k/a SharesPost 100 Fund) |
128. | The Short De-SPAC ETF, Series of Collaborative Investment Series Trust |
129. | The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust |
Part C -9
130. | Third Avenue Trust |
131. | Third Avenue Variable Series Trust |
132. | Tidal ETF Trust |
133. | TIFF Investment Program |
134. | Timothy Plan High Dividend Stock Enhanced ETF, Series of The Timothy Plan |
135. | Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan |
136. | Timothy Plan International ETF, Series of The Timothy Plan |
137. | Timothy Plan US Large/Mid Core Enhanced ETF, Series of The Timothy Plan |
138. | Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan |
139. | Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan |
140. | Transamerica ETF Trust |
141. | Trend Aggregation ESG ETF, Series of Collaborative Investment Series Trust |
142. | TrueShares AI & Deep Learning ETF, Series of Listed Funds Trust |
143. | TrueShares ESG Active Opportunities ETF, Series of Listed Funds Trust |
144. | TrueShares Low Volatility Equity Income ETF, Series of Listed Funds Trust |
145. | TrueShares Structured Outcome (April) ETF, Series of Listed Funds Trust |
146. | TrueShares Structured Outcome (August) ETF, Series of Listed Funds Trust |
147. | TrueShares Structured Outcome (December) ETF, Series of Listed Funds Trust |
148. | TrueShares Structured Outcome (February) ETF, Series of Listed Funds Trust |
149. | TrueShares Structured Outcome (January) ETF, Series of Listed Funds Trust |
150. | TrueShares Structured Outcome (July) ETF, Series of Listed Funds Trust |
151. | TrueShares Structured Outcome (June) ETF, Series of Listed Funds Trust |
152. | TrueShares Structured Outcome (March) ETF, Series of Listed Funds Trust |
153. | TrueShares Structured Outcome (May) ETF, Series of Listed Funds Trust |
154. | TrueShares Structured Outcome (November) ETF, Series of Listed Funds Trust |
155. | TrueShares Structured Outcome (October) ETF, Series of Listed Funds Trust |
156. | TrueShares Structured Outcome (September) ETF, Series of Listed Funds Trust |
157. | Turtle Capital Short Innovation ETF, Series of Collaborative Investment Series Trust |
158. | U.S. Global Investors Funds |
159. | Variant Alternative Income Fund |
160. | VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
161. | VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II |
162. | VictoryShares Emerging Market High Div Volatility Wtd ETF, Series of Victory Portfolios II |
163. | VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II |
164. | VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II |
165. | VictoryShares NASDAQ Next 50 ETF, Series of Victory Portfolios II |
166. | VictoryShares Protect America ETF, Series of Victory Portfolios II |
167. | VictoryShares Top Veteran Employers ETF, Series of Victory Portfolios II |
168. | VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
169. | VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II |
170. | VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
171. | VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
172. | VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II |
173. | VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II |
174. | VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II |
175. | VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II |
176. | VictoryShares USAA Core Intermediate-Term Bond ETF, Series of Victory Portfolios II |
177. | VictoryShares USAA Core Short-Term Bond ETF, Series of Victory Portfolios II |
178. | VictoryShares USAA MSCI Emerging Markets Value Momentum ETF, Series of Victory Portfolios II |
179. | VictoryShares USAA MSCI International Value Momentum ETF, Series of Victory Portfolios II |
180. | VictoryShares USAA MSCI USA Small Cap Value Momentum ETF, Series of Victory Portfolios II |
181. | VictoryShares USAA MSCI USA Value Momentum ETF, Series of Victory Portfolios II |
182. | West Loop Realty Fund, Series of Investment Managers Series Trust (f/k/a Chilton Realty Income & Growth Fund) |
183. | WisdomTree Trust |
184. | WST Investment Trust |
185. | XAI Octagon Floating Rate & Alternative Income Term Trust |
Part C -10
(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 | |||
Richard J. Berthy | President, Treasurer and Manager | Three Canal Plaza, Suite 100, Portland, ME 04101 | None | |||
Mark A. Fairbanks | Vice President | Three Canal Plaza, Suite 100, Portland, ME 04101 | None | |||
Teresa Cowan | Vice President | 111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202 | None | |||
Jennifer K. DiValerio | Vice President | 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312 | None | |||
Nanette K. Chern | Vice President and Chief Compliance Officer | Three Canal Plaza, Suite 100, Portland, ME 04101 | None | |||
Kelly Whetstone | Secretary | 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).
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).
Part C -11
Registrant’s Sub-Advisers and Sub-Sub-Advisers
BlackRock Investment Management, LLC, at 1 University Square Drive, Princeton, New Jersey 08540 (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 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, 8th 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).
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 525 Market Street, San Francisco, California 94105 (records relating to its functions as sub-adviser to the Six Circles Tax Aware Bond Fund).
Federated Investment Management Company, at 1001 Liberty Avenue, Pittsburgh, PA 15222 (records relating to its functions as sub-adviser to the Six Circles Credit Opportunities 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).
BlueBay Asset Management LLP, 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 2nd Avenue, 18th 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).
Part C -12
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
Part C -13
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 2nd day of December, 2021.
Six Circles Trust | ||
By: | /s/ Mary Savino | |
Name: | Mary Savino | |
Title: | Trustee |
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 December 2, 2021.
/s/ Mary Savino | ||
Mary Savino | ||
Trustee |
/s/ Lisa Borders* | ||
Lisa Borders | ||
Trustee |
/s/ James P. Donovan* | ||
James P. Donovan | ||
Trustee |
/s/ Neil Medugno* | ||
Neil Medugno | ||
Trustee |
/s/ Steven R. Meier* | ||
Steven R. Meier | ||
Trustee |
/s/ Lauren Stack* | ||
Lauren Stack | ||
Trustee |
/s/ Gregory R. McNeil | ||
Gregory R. McNeil | ||
Principal Financial Officer and Treasurer |
*By: | ||
/s/ Mary Savino | ||
Mary Savino** | ||
Attorney-in-Fact |
**Executed by Mary Savino on behalf of each of the Trustees pursuant to Powers of Attorney dated June 12, 2018 and September 30, 2021.
EXHIBIT INDEX
Exhibit No. | Description | |
|
| |
EX.99.d.35 | Amended and Restated Investment Sub-Advisory Agreement with BNY Mellon Asset Management North America Corporation and Insight North America LLC. | |
EX.99.d.36 | Investment Sub-Advisory Agreement with Allspring Global Investments, LLC. | |
EX.99.d.37 | Amendment to Investment Sub-Advisory Agreement with Pacific Investment Management Compay LLC. | |
EX.99.e.7 | Distribution Agreement between the Trust and Foreside Fund Services, LLC. | |
EX.99.h.31 | Power of Attorney. | |
EX.99.p.17 | Code of Ethics for Insight North America LLC. | |
EX.99.p.18 | Code of Ethics for Allspring Global Investments, LLC. |