POS EX

As filed with the Securities and Exchange Commission on March 12, 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. 32	☒

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	☒
Amendment No. 33	☒
(Check appropriate box or boxes)

SIX CIRCLES^sm 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)(30), (d)(31), (d)(32), (h)(28), (p)(2), (p)(15) and (p)(16).

This Post-Effective Amendment is being filed solely to file the Form of Investment Sub-Advisory Agreement with BlueBay Asset Management LLP (exhibit (d)(30)), the Form of Investment Sub-Advisory Agreement with Muzinich & Co. Inc. (exhibit (d)(31)), the Form of Amendment to Investment Sub-Advisory Agreement with Russell Investments Implementation Services, LLC (exhibit (d)(32)), the Form of Amendment to the Implementation Services Agreement between Russell Investments Implementation Services, LLC and J.P. Morgan Private Investments Inc. (exhibit (h)(28)), the Code of Ethics of the Adviser (exhibit (p)(2)), the Code of Ethics of BlueBay Asset Management LLP (exhibit (p)(15)) and the Code of Ethics of Muzinich & Co. Inc. (exhibit (p)(16)) 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 August  18, 2020, 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

(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 - 2

(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. Filed herewith.
(d)(31)	Form of Investment Sub-Advisory Agreement with Muzinich & Co. Inc. Filed herewith.
(d)(32)	Form of Amendment to Investment Sub-Advisory Agreement with Russell Investments Implementation Services, LLC, dated October 5, 2018. Filed herewith.
(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.

Part C - 3

(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.
(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.
(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.
(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.

Part C - 4

(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.
(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. Filed herewith.
(i)	Opinion and consent of counsel, dated August 18, 2020, is incorporated by reference to Exhibit (i)  of Post-Effective Amendment No. 29.
(j)	Consent of independent registered public accounting firm is incorporated by reference to Exhibit (j)  of Registrant’s Post-Effective Amendment No.  20 to the Registration Statement on Form N-1A (File Nos. 333-225588 and 811-23325), filed with the SEC on April  29, 2020.
(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, is incorporated by reference to Exhibit (p)(3) of Pre-Effective Amendment No.1.
(p)(4)	Code of Ethics for BNY Mellon, is incorporated by reference to Exhibit (p)(4) of Pre-Effective Amendment No.1.
(p)(5)	Code of Ethics for Goldman, is incorporated by reference to Exhibit (p)(5) of Pre-Effective Amendment No.1.
(p)(6)	Code of Ethics for PIMCO, is incorporated by reference to Exhibit (p)(6) of Pre-Effective Amendment No.1.

Part C - 5

(p)(7)	Code of Ethics for Russell Investments Implementation Services, LLC, is incorporated by reference to Exhibit (p)(7) of Post-Effective Amendment No. 3.
(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 is incorporated by reference to Exhibit (p)(9) of Post-Effective Amendment No.  24.
(p)(10)	Code of Ethics for Capital International, Inc. is incorporated by reference to Exhibit (p)(10) of Post-Effective Amendment No. 24.
(p)(11)	Code of Ethics for Nuveen Asset Management, LLC is incorporated by reference to Exhibit (p)(11) of Post-Effective Amendment No. 24.
(p)(12)	Code of Ethics for Wells Capital Management Incorporated is incorporated by reference to Exhibit (p)(12) of Post-Effective Amendment No.  24.
(p)(13)	Code of Ethics for Federated Investment Management Company, is incorporated by reference to Exhibit (p)(13) of Post-Effective Amendment No.  29.
(p)(14)	Code of Ethics for Lord, Abbett  & Co. LLC, is incorporated by reference to Exhibit (p)(14) of Post-Effective Amendment No. 31.
(p)(15)	Code of Ethics for BlueBay Asset Management LLP. Filed herewith.
(p)(16)	Code of Ethics for Muzinich & Co. Inc. Filed herewith.

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

Part C - 6

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 Mellon Investments Corporation (sub-adviser to the Six Circles Tax Aware Ultra Short Duration Fund) is currently listed in the investment advisor registration on Form ADV for Mellon Investments Corporation 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 and the Six Circles Global Bond 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 Wells Capital Management Incorporated (sub-adviser to the Six Circles Tax Aware Bond Fund) is currently listed in the investment advisor registration on Form ADV for Wells Capital Management Incorporated 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.

Part C - 7

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. AdvisorShares Trust

4. AGF Investments Trust (f/k/a FQF Trust)

5. AIM ETF Products Trust

6. AlphaCentric Prime Meridian Income Fund

7. American Century ETF Trust

8. American Customer Satisfaction ETF, Series of ETF Series Solutions

9. Amplify ETF Trust

10. ARK ETF Trust

11. Bluestone Community Development Fund (f/k/a The 504 Fund)

12. Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust

13. Bridgeway Funds, Inc.

14. Brinker Capital Destinations Trust

15. Cabot Equity Growth ETF, Series of Listed Funds Trust

16. Calamos Convertible and High Income Fund

17. Calamos Convertible Opportunities and Income Fund

18. Calamos Global Total Return Fund

19. Carlyle Tactical Private Credit Fund

20. Center Coast Brookfield MLP & Energy Infrastructure Fund

21. Changebridge Capital Long/Short ETF, Series of Listed Funds Trust

22. Changebridge Capital Sustainable Equity ETF, Series of Listed Funds Trust

23. Cliffwater Corporate Lending Fund

24. CornerCap Group of Funds

25. Davis Fundamental ETF Trust

26. Defiance Nasdaq Junior Biotechnology ETF, Series of ETF Series Solutions

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

28. Defiance Next Gen SPAC Derived ETF, Series of ETF Series Solutions

29. Defiance Quantum ETF, Series of ETF Series Solutions

30. Direxion Shares ETF Trust

31. Eaton Vance NextShares Trust

32. Eaton Vance NextShares Trust II

33. EIP Investment Trust

34. Ellington Income Opportunities Fund

35. EntrepreneurShares Series Trust

36. Esoterica Thematic ETF Trust

37. ETF Opportunities Trust

38. Evanston Alternative Opportunities Fund

39. Exchange Listed Funds Trust (f/k/a Exchange Traded Concepts Trust II)

40. Fiera Capital Series Trust

41. FlexShares Trust

42. Forum Funds

43. Forum Funds II

44. Friess Small Cap Growth Fund, Series of Managed Portfolio Series

45. Guinness Atkinson Funds

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

47. Infinity Core Alternative Fund

48. Innovator ETFs Trust II (f/k/a Elkhorn ETF Trust)

49. Innovator ETFs Trust

50. Ironwood Institutional Multi-Strategy Fund LLC

51. Ironwood Multi-Strategy Fund LLC

52. IVA Fiduciary Trust

53. John Hancock Exchange-Traded Fund Trust

54. Mairs & Power Funds Trust

55. Manor Investment Funds

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

Part C - 8

57. Morgan Creek – Exos SPAC Originated ETF, Series of Listed Funds Trust

58. Morningstar Funds Trust

59. OSI ETF Trust

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

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

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

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

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

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

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

67. Pacific Global ETF Trust

68. Palmer Square Opportunistic Income Fund

69. Partners Group Private Income Opportunities, LLC

70. PENN Capital Funds Trust

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

72. Plan Investment Fund, Inc.

73. PMC Funds, Series of Trust for Professional Managers

74. Point Bridge GOP Stock Tracker ETF, Series of ETF Series Solutions

75. Quaker Investment Trust

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

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

78. Renaissance Capital Greenwich Funds

79. Reverse Cap Weighted U.S. Large Cap ETF, Series of ETF Series Solutions

80. RMB Investors Trust (f/k/a Burnham Investors Trust)

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

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

83. Roundhill BITKRAFT Esports & Digital Entertainment ETF, Series of Listed Funds Trust

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

85. Roundhill Streaming Services & Technology ETF, Series of Listed Funds Trust

86. Salient MF Trust

87. Securian AM Balanced Stabilization Fund, Series of Investment Managers Series Trust

88. Securian AM Equity Stabilization Fund, Series of Investment Managers Series Trust

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

90. SharesPost 100 Fund

91. Sound Shore Fund, Inc.

92. Strategy Shares

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

94. Syntax ETF Trust

95. The Chartwell Funds

96. The Community Development Fund

97. The Relative Value Fund

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

99. Third Avenue Trust

100. Third Avenue Variable Series Trust

101. Tidal ETF Trust

102. TIFF Investment Program

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

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

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

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

107. Transamerica ETF Trust

108. Trend Aggregation Aggressive Growth ETF, Series of Collaborative Investment Series Trust

109. Trend Aggregation Conservative ETF, Series of Collaborative Investment Series Trust

110. Trend Aggregation Dividend Stock ETF, Series of Collaborative Investment Series Trust

111. Trend Aggregation ESG ETF, Series of Collaborative Investment Series Trust

112. Trend Aggregation US ETF, Series of Collaborative Investment Series Trust

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

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

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

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

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

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

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

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

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

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

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

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

125. U.S. Global Investors Funds

126. Variant Alternative Income Fund

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

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

Part C - 9

129. VictoryShares Emerging Market High Div Volatility Wtd ETF, Series of Victory Portfolios II

130. VictoryShares Emerging Market Volatility Wtd ETF, Series of Victory Portfolios II

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

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

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

134. VictoryShares Protect America ETF, Series of Victory Portfolios II

135. VictoryShares Top Veteran Employers ETF, Series of Victory Portfolios II

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

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

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

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

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

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

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

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

144. VictoryShares USAA Core Intermediate-Term Bond ETF, Series of Victory Portfolios II

145. VictoryShares USAA Core Short-Term Bond ETF, Series of Victory Portfolios II

146. VictoryShares USAA MSCI Emerging Markets Value Momentum ETF, Series of Victory Portfolios II

147. VictoryShares USAA MSCI International Value Momentum ETF, Series of Victory Portfolios II

148. VictoryShares USAA MSCI USA Small Cap Value Momentum ETF, Series of Victory Portfolios II

149. VictoryShares USAA MSCI USA Value Momentum ETF, Series of Victory Portfolios II

150. West Loop Realty Fund, Series of Investment Managers Series Trust (f/k/a Chilton Realty Income & Growth Fund)

151. WisdomTree Trust

152. WST Investment Trust

153. 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
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
Jennifer E. Hoopes	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

Part C - 10

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 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).

Mellon Investments Corporation, at 201 Washington Street, Suite 2900, Boston, Massachusetts 02108 (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 and the Six Circles Global Bond 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).

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).

Part C - 11

Wells Capital Management Incorporated, at 525 Market Street, San Francisco, CA 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 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 - 12

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 12^th day of March, 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 March 12, 2021.

/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

*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.

EXHIBIT INDEX

Exhibit No.	Description
EX.99.d.30	Form of Investment Sub-Advisory Agreement with BlueBay Asset Management LLP.
EX.99.d.31	Form of Investment Sub-Advisory Agreement with Muzinich & Co. Inc.
EX.99.d.32	Form of Amendment to Investment Sub-Advisory Agreement with Russell Investments Implementation Services, LLC.
EX.99.h.28	Form of Amendment to the Implementation Services Agreement between Russell Investments Implementation Services, LLC and J.P. Morgan Private Investments Inc.
EX.99.p.2	Code of Ethics for Adviser.
EX.99.p.15	Code of Ethics for BlueBay Asset Management LLP
EX.99.p.16	Code of Ethics for Muzinich & Co. Inc.

EX-99.(D)(30)

INVESTMENT SUB-ADVISORY AGREEMENT

between

J. P. MORGAN PRIVATE INVESTMENTS INC.

and

BLUEBAY ASSET MANAGEMENT LLP

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of the March ___, 2021 between J.P. Morgan Private Investments Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Delaware, and BlueBay Asset Management LLP (“Subadviser”), a limited liability partnership incorporated in England and Wales (with registered number OC370085).

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated June 22, 2018, as amended as of July 27, 2020 (the “Advisory Agreement”) with Six Circles Trust, a Delaware statutory trust (the “Trust”), which is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, the Trust is and will continue to be a series trust having one or more investment funds, each with its own assets, investment objectives, policies and restrictions (each a “Fund” and collectively, the “Funds”); and

WHEREAS, the Subadviser is engaged principally in the business of rendering investment management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, (the “Advisers Act”); and

WHEREAS, the Adviser represents that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain the Subadviser, in connection with the Funds listed on Appendix A, in the provision of a continuous investment program for that portion of the assets of the Fund which the Adviser may from time to time allocate to the Subadviser in accordance with the terms of this Agreement (the “Subadviser Assets”) and the Subadviser is willing to furnish such services (the “Investment Program”);

NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:

1.    Appointment. The Adviser hereby retains the Subadviser to act as investment adviser for and to manage on a discretionary basis the Subadviser Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. The Subadviser acknowledges and agrees that (i) the Adviser makes no commitment to allocate any maximum or minimum portion of the Fund’s assets to the Subadviser as the Subadviser Assets, (ii) at any time, upon written notice to the Subadviser, the Adviser may allocate all, none or any portion of the Fund’s assets to the Subadviser, (iii) may reallocate any portion or all of the Subadviser Assets (a) to any other subadviser unaffiliated with the Adviser upon written notice to the Subadviser or (b) to itself or a subadviser affiliated with the Adviser upon 61 days’ written notice to the Subadviser (or such shorter period as may be agreed by the Subadviser after receipt of such notice) and (iv) subject to written notice to the Subadviser, and, as applicable, the written notice set forth in clause (iii)(b)

of this paragraph 1, the Adviser retains authority to immediately assume direct responsibility for any function delegated to the Subadviser under this Agreement.

The Subadviser may appoint its affiliate, BlueBay Asset Management USA LLC, to perform trading and execution services with respect to the Subadviser Assets; provided the Subadviser will not delegate any other function which involves the exercise of discretionary investment management without the consent of the Adviser. Any such delegation or appointment shall not limit any liability of the Subadviser to the Adviser arising hereunder.

2.    Duties of the Subadviser

A.   Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), (ii) the portfolio guidelines agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 1940 Act) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. The Subadviser further agrees to manage the investments of the Subadviser Assets in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will immediately take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser Assets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets.    In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser.

The Adviser shall make available to or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Declaration of Trust, Bylaws, Advisory Agreement, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto. Upon notification by the Adviser of such amendments, the Subadviser shall immediately commence action if necessary to bring the Subadviser Assets into compliance.

The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept

2

delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, ,(iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus, and (iv) in respect of any corporate actions attached to securities in the Subadviser Assets.

Subject to Section 2D (Brokerage) below, the Subadviser is authorized with respect to the Subadviser Assets to enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein.

B.   Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Trust’s Prospectus, Agreement and Declaration of Trust, Bylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the Subadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to:

(i) regularly report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the Investment Program, compliance of the Subadviser Assets with the Prospectus, the Guidelines, the 1940 Act and the Code, and other topics as may reasonably be requested by the Board or the Adviser, including attending Board meetings, as reasonably requested, to present such reports to the Board;

(ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of any of the Subadviser Assets for which the Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee and (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages;

(iii) in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and recordkeeping responsibilities with respect to the Fund. Communication by the Subadviser via electronic means is acceptable to the Adviser, the Custodian or the administrator. (the “Administrator”);

(iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian

3

by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets;

(v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available;

(vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies;

(vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act;

(viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the Subadviser Assets as may be reasonably necessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to permit the Adviser to satisfy its oversight responsibilities or to satisfy any request by applicable federal or state regulatory authorities. Such information may be provided in the form of a composite of accounts or on an anonymous basis;

(ix) provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser

4

(provided any such disclosures shall be subject to any confidentiality obligations applicable to the parties hereunder); (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and

(x) upon request, provide timely input to and collaborate with the Adviser and the Fund (a) in determining appropriate liquidity classifications for the Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, in accordance with the parameters of the Fund’s liquidity program, (b) in providing data and information in connection with the preparation of the Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the financial reports contained therein, and (c) in providing such information to the Fund regarding derivatives as may be requested in connection with the Fund’s compliance with Rule 18f-4 under the 1940 Act.

C.   Expenses. The Subadviser will bear all of its expenses, including, without limitation, Subadviser’s insurance premiums and deductibles, in connection with the performance of its services under this Agreement. All other expenses to be incurred in the operation of the Fund will be borne by the Trust, except to the extent specifically assumed by the Subadviser as set forth herein or otherwise. The expenses to be borne by the Trust may include, without limitation, the following: organizational costs, taxes, interest, brokerage fees and commissions, Trustees’ fees, Securities and Exchange Commission (the “SEC”) fees and state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents’ fees, insurance premiums and deductibles, industry association fees, outside auditing and fund-related legal expenses, costs of independent pricing services, costs of maintaining existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing stockholders, costs of stockholders’ reports and meetings, and any extraordinary expenses. Notwithstanding the foregoing, the Subadviser shall be responsible for all costs associated with any information statements, supplements and/or other disclosure materials that are for the primary benefit of, or otherwise occur as a result of any event occurring with respect to, the Subadviser (including, but not limited to, the legal fees associated with preparation, printing, filing and mailing thereof, as well as any shareholder meeting and/or solicitation costs, if applicable).

D.   Brokerage. Except as otherwise agreed with the Adviser herein or otherwise, the Subadviser will utilize counterparties for futures and options clearing, and ISDAs for over-the-counter derivatives under agreements set up by, or in the name of, the Adviser or the Fund. Notwithstanding the foregoing Subadviser may negotiate and enter into such trading terms, ISDAs, control agreements, clearing agreements and other trading arrangements on behalf of the Fund as may be necessary for the Subadviser to effect transactions for Subadviser Assets with brokers, dealers and counterparties selected by the Subadviser. Adviser reserves the right to request to review and approve the foregoing agreements. To the extent any such foregoing document executed by the Subadviser is governed by English law, the Adviser appoints the Subadviser as its process agent to receive on behalf of the Adviser service of process for any proceedings in England and Wales.

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The Subadviser will be responsible for managing any collateral and margin requirements associated with investments made for the Subadviser Assets and will perform in-house reconciliation procedures on such accounts and provide information regarding such reconciliations to the Adviser upon reasonable request. The Subadviser shall notify the Custodian, the relevant counterparty and the Adviser of any significant discrepancies in the collateral requirements or daily collateral management activity promptly of the Subadviser becoming aware of a discrepancy and shall work to resolve any discrepancies in the collateral requirements or daily collateral management activity promptly after the time as of which the Subadviser becomes aware of such discrepancy. In selecting brokers or dealers to execute transactions on behalf of the Subadviser Assets, it shall be the policy of the Subadviser to seek to obtain best execution and the Subadviser agrees to act in conformance with its best execution policies and procedures. Subadviser shall provide details of any updates of such best execution policies and procedures to the Adviser and the Fund upon the implementation of any material changes made thereto. In assessing best execution, the Subadviser will consider factors it deems relevant, which may include, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, and in evaluating best execution, the Subadviser is authorized to consider the brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and/or other accounts over which the Subadviser exercises investment discretion. Other than upon prior written approval by the Adviser, Subadviser will not engage in any transactions with respect to the Subadviser Assets with any affiliate of the Adviser. Subadviser will provide to Adviser a written list of its affiliates and will, from time to time, update such list as necessary. Adviser has provided to Subadviser a written list of affiliated brokers and dealers of the Adviser and will, from time to time, update and deliver such list as necessary.

E.   Aggregation of Orders. Subject to the Subadviser’s obligations to seek to obtain best execution in selecting brokers or dealers to execute transactions on behalf of the Subadviser Assets as set forth in Section 2D (Brokerage), the Subadviser may to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate orders. In such event, allocation of the orders, as well as the expenses incurred in the transaction, will be made by the Subadviser in a fair and equitable manner and consistent with the Subadviser’s fiduciary obligations to the Fund and to its other clients and in a manner consistent with the Subadviser’s allocation policies and procedures. Subadviser shall provide updates of its policies and procedures concerning allocations of orders to the Adviser and the Fund upon the implementation of any material changes made thereto. The Adviser recognizes that, in some cases, the Subadviser’s allocation procedure may limit the size of the position that may be acquired or sold for the Subadviser Assets; and that aggregation of each individual transaction may operate to the advantage or disadvantage of the Adviser

F.   Books and Records. The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations applicable to the Subadviser, including, without limitation, Rule 31a-3 under the 1940 Act, of all matters hereunder pertaining to the Subadviser Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadviser hereby agrees that the Fund’s Records are the property of the Trust and further agrees to provide promptly to the Trust copies of any of such records upon the Fund’s or the Adviser’s request, provided, however, that Subadviser may retain copies of any such records. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule. Notwithstanding the foregoing, Subadviser has no responsibility for the maintenance of the records of the Fund, except for those related to the Subadviser Assets that are required to be maintained by the Subadviser under applicable requirements of the 1940 Act.

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G.   Subadviser Compliance Responsibilities. The Subadviser and the Adviser acknowledge that the Subadviser is not the compliance agent for the Fund, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. However, to the extent that the Subadviser has agreed to perform the services specified in this Agreement, the Subadviser shall perform (i) compliance monitoring designed to ensure compliance as set forth in Section 2A and (ii) periodic compliance testing with respect to the Subadviser Assets as it deems appropriate, based upon information in its possession or upon information and reasonable written instructions received from the Adviser or the Trust’s Administrator. The Adviser or the Administrator shall promptly provide the Subadviser with complete and accurate copies of the Trust’s Declaration of Trust, By-Laws, current Prospectus, the Guidelines and any written policies or procedures adopted by the Board and currently in effect applicable to the Subadviser Assets, and shall use commercially reasonable efforts to provide the Subadviser with any amendments or revisions thereto in advance of such adoptions, amendments or revisions taking effect. Subadviser shall supply such reports or other documentation as reasonably requested from time to time by the Adviser to evidence Subadviser’s compliance with such Prospectus, policies or procedures.

H.   Proxy Voting. The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the Subadviser Assets. Subject to SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”).    The Custodian shall cause to be forwarded to the Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Subadviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, Subadviser shall provide the Adviser or the Administrator with all proxy voting records relating to the Subadviser Assets, including but not limited to those required by Form N-PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisions. In addition, the Subadviser shall have no responsibility for participating in any class action relating to the Subadviser Assets and the Adviser shall have full responsibility for any class or similar action attached to securities in the Subadviser assets.

I.   Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying mark of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information

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regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.

J.   Other Subadvisers. With respect to any Fund, (i) without the prior written consent of the Adviser, the Subadviser will not consult with any other subadviser to that Fund (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that Fund in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) the Subadviser is responsible only for providing advice and the other services set forth herein with respect to the Subadviser Assets. Pursuant to Rule 17a-10 of the 1940 Act, the Adviser agrees that it will include a provision substantially similar to this Section 2J in each other subadvisory agreement relating to the Fund.

K.   Portfolio Holdings. The Subadviser will not disclose, in any manner whatsoever, any list of securities held by the Fund or a list of Subadviser Assets, other than (i) in accordance with the Fund’s portfolio holdings disclosure policy, (ii) to third party service providers or affiliates of the Subadviser that reasonably require such information to perform services with respect to the Subadviser Assets so long as such third party service providers or affiliates are subject to confidentiality restrictions and covenants, (iii) as otherwise directed in writing by the Adviser or (iv) as required by applicable law, regulation, court order or other similar request or demand (including in connection with Section 15 of the 1940 Act); provided that the Subadviser shall notify the Adviser of the disclosure. The foregoing shall not prohibit the Subadviser’s disclosure of portfolio securities and instruments held by any of its other client accounts or investment funds which pursue similar strategies to the Fund.

L.   Business Continuity. The Subadviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and is designed so that it can be implemented within a 24-hour time period. The Subadviser shall notify the Adviser, as soon as practicable by telephone, electronic mail or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event requiring the Subadviser to implement any procedures under such plan which has an impact on the services of the Subadviser hereunder.

M.   Cybersecurity. The Subadviser has established and will keep in effect policies and procedures reasonably designed to detect and prevent cybersecurity breaches, including without limitation, malware, viruses, and other unauthorized access to information and information systems maintained by the Subadviser. The Subadviser shall notify the Adviser, as soon as practicable by telephone, electronic mail or such other method of prompt communication as may be available under the circumstances, of the occurrence or threat of any cybersecurity event that has impact on the services of the Subadviser hereunder.

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N.   Subadviser Rights to Performance Record. Notwithstanding anything else to the contrary herein, the Subadviser shall retain a right to use the investment performance and track record of the Subadviser Assets (including in marketing) to the extent permitted by law, provided that the name of the Fund and the Trust is not specifically identified without the prior written approval of the Trust. Further, for the avoidance of doubt, the Subadviser shall be entitled to retain and use records of each of its transactions and other records pertaining to the Subadviser Assets and the Fund as are necessary to support any such uses of the investment performance and track record.

O.   Subadviser Trade Errors and Breaches. The Subadviser shall notify the Adviser as promptly as reasonably practicable upon detection of any trade error or any breach of Guidelines or breach of other applicable limitations or requirements (a “Breach”) in connection with its management of the Subadviser Assets and in no event shall notice be delivered later than one business day after the time as of which the Subadviser becomes aware of any such trade error or Breach, and the Subadviser shall commence action to correct any trade error or Breach immediately upon detection of any trade error in connection with its management of the Subadviser Assets. In the event of a trade error or Breach, the Subadviser shall provide a memorandum to the Adviser describing the trade error or Breach and the action, if any, to be taken to prevent future occurrences of such trade error or Breach or, alternatively, a statement that the Subadviser has reviewed its existing controls, found them reasonably designed to prevent additional trade errors or Breaches in the future and has determined that no further action is required. Notwithstanding the Subadviser’s assessment of its internal controls or any other provision of this Agreement including Sections 4 and 5, all trade errors or Breaches impacting the Fund must be remediated by the Subadviser to the satisfaction of the Adviser, which, for the avoidance of doubt, may include reimbursement from the Subadviser to the Fund of all costs, losses and expenses incurred due to the trade error or Breach, if any. In addition, the Subadviser shall provide the Adviser and the Trust, or their agents, with access to all documents and information within its possession or control related to any trade error or Breach, its analysis and correction.

3.    Compensation of Subadviser. The Adviser will pay the Subadviser, with respect to each Fund on Appendix A attached hereto, the compensation specified in Appendix A. Further, the Subadviser agrees to the representations regarding the fee structure specified in Appendix A. In the case of termination of this Agreement with respect to the Fund during any calendar month, the fee with respect to the Subadviser Assets accrued to, but excluding, the date of termination (as of the open of business) shall be paid promptly following such termination.

4.    Standard of Care. The Subadviser shall exercise its best judgment in rendering its services described in this Agreement. Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, or as otherwise provided in Section 2O above and Section 5 below, the Subadviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from Subadviser’s willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder, or from reckless disregard by it of its obligations and duties under this Agreement or from its material breach of this Agreement. It is acknowledged and agreed that any trade error that results in a gain to the Fund shall inure to the benefit of the Fund.

5.    Indemnification.

A.   The Adviser shall indemnify the Subadviser and the Subadviser’s affiliates, agents, controlling persons, directors, partners, officers, employees and shareholders (collectively, the “Subadviser Indemnified Parties”) against, and hold such Subadviser Indemnified Parties harmless from, any costs, expense, claim, loss, liability, judgment, fine, settlement or damage (including reasonable legal and other

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expenses) (collectively, “Losses”) arising out of any claim, demands, actions, suits or proceedings (civil, criminal, administrative or investigative) asserted or threatened to be asserted by any third party (collectively, “Proceedings”) in so far as such Loss (or actions with respect thereto) arises out of or is based upon (i) any material misstatement or omission of a material fact in the Fund’s Prospectus, registration statement, proxy materials or reports filed with the SEC, unless and to the extent such material misstatement or omission was made in reliance upon, and is consistent with, information furnished in writing to the Adviser by any Subadviser Indemnified Party for use therein or (ii) the Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or the Adviser’s reckless disregard of its obligations and duties under this Agreement or the Adviser’s material breach of this Agreement.

B.   The Subadviser shall indemnify the Trust, the Adviser and each of their respective affiliates, agents, controlling persons, directors, members of the Board, partners, officers, employees and shareholders (the “Adviser Indemnified Parties”) against, and hold them harmless from, any and all Losses arising out of any Proceedings in so far as such Loss (or actions with respect thereto) arises out of or is based upon (i) any material misstatement or omission of a material fact in information regarding the Subadviser furnished in writing to the Adviser by the Subadviser for use in the Fund’s Prospectus, registration statement, proxy materials or reports filed with the SEC; (ii) the failure of the Subadviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of applicable law, including the 1940 Act, the Code, the Prospectus and the Guidelines; (iii) any material breach by the Subadviser of this Agreement including, without limitation, any representation or warranty contained herein (and other written instructions given by the Board or the Adviser to the Subadviser in accordance with this Agreement); or (iv) the Subadviser’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder or the Subadviser’s reckless disregard of its obligations and duties under this Agreement.

6.    Non-Exclusivity. The services of the Subadviser to the Adviser with respect to the Subadviser Assets are not to be deemed to be exclusive, and the Subadviser and its affiliates shall be free to render any investment advisory or any other services to others whether similar or dissimilar in nature to the services hereunder (including other investment companies) and to engage in any other activities. It is understood and agreed that the directors, officers, and employees of the Subadviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation, including other investment companies.

The Adviser acknowledges that the Subadviser now acts and from time to time hereafter may act as investment adviser or sub-investment adviser to one or more private funds, investment companies and fiduciary or other managed accounts (collectively, the “accounts”), and the Adviser has no objection to the Subadviser so acting. The Adviser acknowledges that while the Subadviser Assets and other accounts may invest in the same type of securities, the Subadviser may give advice or exercise investment responsibility and take such other action with respect to such other accounts which may differ from advice given or the timing or nature of action taken with respect to the Subadviser Assets; provided, however, that any such advice is consistent with the Subadviser’s fiduciary duties and obligations to the Subadviser Assets.

In addition, it is understood that the persons employed by the Subadviser to assist in the performance of the Subadviser’s duties hereunder will not devote their full time to such services and nothing contained herein shall be deemed to limit or restrict the Subadviser’s right or the right of any of the Subadviser’s affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

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The Subadviser shall, for all purposes hereof, be an independent contractor and, except as expressly provided hereunder, the Subadviser shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.

7.    Maintenance of Insurance. During the term of the Agreement and for a period of one year after the termination hereof, Subadviser will be covered by errors and omissions insurance, fidelity bond coverage and commercial general liability insurance coverage maintained by the Subadviser or any of its affiliates each in a commercially reasonable amount and in accordance with industry standards. Subadviser shall upon reasonable request provide to the Adviser any information it may reasonably require concerning the amount of or scope of the insurance and shall promptly notify the Adviser if the amount of the foregoing policies shall change.

8.    Confidentiality. Each party to this Agreement shall keep confidential any nonpublic information concerning the other party and will not use or disclose such information for any purpose other than to a limited number of employees, attorneys, accountants, affiliates and other advisers (collectively, “Representatives”) for which such disclosure is necessary for the performance of its responsibilities and duties hereunder and such Representatives are under obligation to keep the information confidential in accordance with the requirements of this Section 8. Nonpublic information shall not include information a party to this Agreement can clearly establish was (a) known to such party prior to disclosure to such party by the other party or its representatives and not otherwise subject to a separate confidentiality obligation (b) rightfully acquired by the party from third parties whom the party reasonably believes after due inquiry are not under an obligation of confidentiality to the other party to this Agreement; (c) placed in public domain without fault of the party or its affiliates; or (d) independently developed by the party without reference or reliance upon the nonpublic information. Neither party shall use the information provided by the other party to trade for their own account or, without the other party’s consent, for the account of any other person (other than the Fund). Nothing in this Section 8 will be deemed to prevent a party from disclosing information concerning the other party to the extent required to comply with any applicable law, regulation or regulatory filing or in response to a request from a duly constituted regulatory or judicial authority. The Adviser acknowledges that the Subadviser is a subsidiary of the Royal Bank of Canada; as a result, the Adviser acknowledges that the Subadviser may disclose its appointment hereunder and confidential information relating to the Adviser or the services of the Subadviser hereunder provided that it keeps the information confidential in accordance with the requirements of this Section 8.

9.    Term of Agreement. This Agreement shall become effective as of the date of its execution and shall continue in effect for a period of two years from the date of execution. Thereafter, this Agreement shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a “majority” (as defined in the 1940 Act) of the Fund’s outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Board who are not “interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast at a meeting called for the purpose of voting on such approval. This Agreement is terminable at any time (including during the initial two year term), without penalty, (i) on 61 days’ written notice by the Adviser, or (ii) on 60 days’ written notice by the Board, by vote of holders of a majority of the Fund’s shares or by the Subadviser, and will terminate five business days after the Subadviser receives written notice of the termination of the Advisory Agreement between the Trust and the Adviser. This Agreement also will terminate automatically in the event of its Assignment (as defined in the 1940 Act).

10.    Representations of Subadviser. The Subadviser represents, warrants, and agrees on each day during the term of this Agreement as follows:

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A.   The Subadviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) meets, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iii) has all necessary federal and state governmental, regulatory and commodity exchange licenses and approvals required to conduct its business as contemplated hereby; (iv) is and will continue to be operated in compliance in all material respects with all applicable laws, rules, and regulations; (v) has in effect all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described herein or required to perform its obligations hereunder (including, by way of example only but without limitation, to the extent required, registration with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor under the Commodity Exchange Act, as amended (the “CEA”) and membership with the National Futures Association (the “NFA”)), and the performance of such obligations will not materially violate or result in a material breach of any provision of the Subadviser’s certificate of formation or operating agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; (vii) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (viii) will manage the Subadviser Assets in a manner consistent with the Subadviser’s code of ethics (the “Code of Ethics”) and its compliance policies and procedures.

B.   The Subadviser has adopted a written Code of Ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On a quarterly basis upon written request of the Adviser, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to the Subadviser Assets and (ii) identifying any material violations of the Subadviser’s Code of Ethics which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees or its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1.

C.   The Subadviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable request, the Subadviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Subadviser Assets. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. In addition, on an annual basis, the Subadviser will provide the Adviser with a summary of their annual review of its policies and procedures as required by Rule 206(4)-7 of the Advisers Act.

D.   The Subadviser has provided the Adviser and the Trust with a copy of its Form ADV Part 2 as most recently filed with the SEC and hereafter will provide a copy of its annual amendment to the Adviser. The Adviser acknowledges receipt of the Subadviser’s Form ADV more than 48 hours prior to the execution of this Agreement.

E.   The written information provided by the Subadviser to the Adviser, the Fund and/or the Trust for use in (i) the Fund’s Prospectus, registration statement or proxy materials (the “Offering Materials”) and/or (ii) advertisements or sales literature or in communications with the Board, governmental or self-regulatory authorities or reports filed with the SEC (only when considered together with the other information included in the Offering Materials) does not, as of the date hereof, contain any untrue statement of a material fact or

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omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect.

F.   The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Subadviser is bound or any order, rule, statue or regulation applicable to the Subadviser of any court or any governmental body or administrative agency having jurisdiction over the Subadviser, including, without limitation the 1940 Act or the Advisers Act.

G.   The Subadviser is not in default of any material obligation to which it is bound or agreement to which it is a party, nor is the Subadviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the Subadviser or are reasonably likely to have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

H.   Other than as may have been disclosed in writing to the Adviser, there is not pending, or to the best of the Subadviser’s knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which the Subadviser is a party, or to which any of the assets of the Subadviser are subject, which would reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement. Other than as may have been disclosed in writing to the Adviser, the Subadviser has not received any notice of an investigation or warning letter from any regulatory organization, including, without limitation, the SEC, the NFA or the CFTC regarding material non-compliance by the Subadviser with any rule, regulation or statute, which notice or letter is reasonably expected to result in a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement.

I.   This Agreement has been duly and validly authorized, executed and delivered by the Subadviser and constitutes a legal, valid and binding agreement of the Subadviser enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency laws and principals and doctrines of equity.

J.   The Subadviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Subadviser’s ability to perform its obligations under this Agreement. The Subadviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business.

K.   Except as otherwise agreed by the Adviser, the Subadviser will manage the investments of the Subadviser Assets in accordance with the exemption provided in CFTC Rule 4.5.

L.   The Subadviser has policies and procedures to ensure compliance with all applicable laws, rules and regulations, including without limitation, economic sanctions programs (“Sanctions”), administered or promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union, and the United Nations Security Council; and neither the execution or delivery of this Agreement by the Subadviser nor any action taken in its performance of its obligations hereunder shall cause the Trust or the Adviser to be in violation of Sanctions; and neither the execution or delivery of this Agreement by the Subadviser nor its performance of its obligations hereunder shall conflict with, violate, breach or constitute a default under any term or provision of its constituent or governing documents or any indenture, mortgage, deed of trust, instrument, agreement or other document to which the Subadviser is a party or by which it is bound or to which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the Subadviser or any of its assets.

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If at any time, any event shall occur which would make any of the foregoing representations and warranties of the Subadviser no longer true and accurate in any material respect, the Subadviser shall notify the Adviser as soon as is reasonably practicable, except as prohibited by applicable law.

11.    Representations of Adviser. The Adviser represents, warrants, and agrees, as of the date hereof, as follows:

A.   The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) has the authority to enter into and perform the services contemplated by this Agreement; and (iii) will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

B.   The Trust is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement.

C.   The Adviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Adviser’s ability to perform its obligations under this Agreement. The Adviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business.

D.   The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Adviser is bound or any order, rule, statue or regulation applicable to the Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser including, without limitation the 1940 Act or the Advisers Act.

E.   This Agreement has been duly and validly authorized, executed and delivered by the Adviser and constitutes a legal, valid and binding agreement of the Adviser enforceable in accordance with its terms. This Agreement has been duly approved by the Trust and the Board in accordance with all applicable requirements of the 1940 Act.

If at any time, any event shall occur which would make any of the foregoing representations and warranties of the Adviser no longer true and accurate in any material respect, the Adviser shall notify the Subadviser as soon as is reasonably practicable, except as prohibited by applicable law.

12.    Provision of Certain Information by Subadviser.

A.   The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there

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occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Wells Notices) of fraud, embezzlement, money laundering, insider trading, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

B.   The Subadviser further agrees to notify the Adviser promptly of any material fact respecting or relating to the Subadviser known to the Subadviser not to be contained in the Prospectus and required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. As reasonably requested by the Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) – 1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) providing such reports and certifications as the Chief Compliance Officer of the Fund may reasonably request pursuant to Rules 17j-1 and 38a-1 under the 1940 Act and Rule 206(4)-7 under the Advisers Act; (ii) reasonably facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct reasonable access to its chief compliance officer; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requested to allow the Trust’s chief compliance officer to address in his or her annual written report to the Board pursuant to Rule 38a-1 the operation of the policies and procedures of the Subadviser as they relate to the Subadviser Assets; and (v) providing special reports in the event of “material compliance matters,” as defined by Rule 38a-1(e)(2), relating to the Subadviser Assets, as soon as is reasonably practicable and permitted by applicable law. Further, Subadviser is aware that: (a) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of the Trust (collectively, “Certifying Officers”) currently are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, as amended; and (b) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, Subadviser will provide the Adviser, the Trust or the Board with such information and assurances (including any sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Trust in its preparation of periodic reports on Form N-CSR.

13.    Provision of Certain Information by the Adviser. The Adviser shall timely furnish the Subadviser with such additional information as may be reasonably necessary for, and reasonably requested by, the Subadviser to perform its responsibilities pursuant to this Agreement. The Adviser will also promptly notify the Subadviser, as permitted by applicable law: (1) in the event that the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Adviser or the Trust; (ii) placed limitations upon either of their activities, functions, or operations which may reasonably be expected to have a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement or have a material adverse effect on the Trust; (iii) suspended or revoked the Adviser’s registration as an investment adviser; or (iv) has commenced proceedings or an investigation that may reasonably be expected

15

to have a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement; or (2) upon having a reasonable basis for believing that the Fund has ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code.

14.    Amendment of Agreement. No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by both parties.

15.    Miscellaneous.

A.   Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, and with the 1940 Act. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.

B.   Notification of Changes. The Subadviser will notify the Adviser of any “assignment” or actual change in control or management of the Subadviser within the meaning of Section 2(a)(4) and Rule 2a-6 under the 1940 Act, and Section 202(a)(1) and Rule 202(a)(1)-1 under the Advisers Act, including, as applicable, any change of its general partners or 25% shareholders or 25% limited partners, in each case prior to or promptly after such change. In addition, the Subadviser will notify the Adviser of any changes in the key personnel of the Subadviser involved in the management and oversight of the Subadviser Assets, including portfolio managers and senior management or any performing a similar role with respect to the Subadviser Assets,.

C.   Captions. The Captions contained in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

D.   Entire Agreement. This Agreement represents the entire agreement and understanding of the parties hereto and shall supersede any prior agreements between the parties relating to the subject matter hereof.

E.   Definitions. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, releases or orders of the SEC validly issued pursuant to the Act.    As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” “broker,” “investment adviser,” “net assets,” “sale,” “sell,” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, release or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, release, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, release, or order.

F.   Notices. Any notice herein required is to be in writing and is deemed to have been given to Subadviser or Adviser upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested, by email or similar means of delivery that provide evidence of receipt.

All notices to Adviser shall be sent to: J.P. Morgan Private Investments Inc., 277 Park Avenue, 13^th Floor, New York, NY 10172, Attention:Mary Savino; email: mary.savino@jpmorgan.com, with copies to Six_Circles_Sub-Advisers@jpmorgan.com.

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All notices to Subadviser shall be sent to: BlueBay Asset Management LLP, 77 Grosvenor Street, London, W1K 3JR; email: ccaste@bluebay.com.

G.   Third-Party Beneficiary. The Fund is an intended third-party beneficiary under this Agreement and is entitled to enforce this Agreement as if it were a party thereto.

H.   Survival. Sections 2B(ix), 2B(x), 2F, 2I, 2K, 2N, 4, 5, 7 (for a period of 1 year), 8, 15A and 15G shall survive the termination of this Agreement.

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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.

	J.P. MORGAN PRIVATE
	INVESTMENTS INC.
By:
	Name:
	Title:
	BLUEBAY ASSET MANAGEMENT LLP
By:
	Name:
	Title:

18

EX-99.(D)(31)

INVESTMENT SUB-ADVISORY AGREEMENT

between

J. P. MORGAN PRIVATE INVESTMENTS INC.

and

MUZINICH & CO., INC.

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of the March ___, 2021, between J.P. Morgan Private Investments Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Delaware, and Muzinich & Co., Inc. (“Subadviser”), a corporation organized and existing under the laws of the State of Delaware.

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated June 22, 2018, as amended as of July 27, 2020 (the “Advisory Agreement”) with Six Circles Trust, a Delaware statutory trust (the “Trust”), which is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, the Trust is and will continue to be a series trust having one or more investment funds, each with its own assets, investment objectives, policies and restrictions (each a “Fund” and collectively, the “Funds”); and

WHEREAS, the Subadviser is engaged principally in the business of rendering investment management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, (the “Advisers Act”); and

WHEREAS, the Adviser represents that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain the Subadviser, in connection with the Funds listed on Appendix A, in the provision of a continuous investment program for that portion of the assets of the Fund which the Adviser may from time to time allocate to the Subadviser in accordance with the terms of this Agreement (the “Subadviser Assets”) and the Subadviser is willing to furnish such services (the “Investment Program”);

NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:

1.       Appointment. The Adviser hereby retains the Subadviser to act as investment adviser for and to manage on a discretionary basis the Subadviser Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. The Subadviser acknowledges and agrees that (i) the Adviser makes no commitment to allocate any maximum or minimum portion of the Fund’s assets to the Subadviser as the Subadviser Assets, (ii) at any time, upon written notice to the Subadviser, the Adviser may allocate all, none or any portion of the Fund’s assets to the Subadviser, (iii) may reallocate any portion or all of the Subadviser Assets (a) to any other subadviser unaffiliated with the Adviser upon written notice to the Subadviser or (b) to itself or a subadviser affiliated with the Adviser upon 61 days’ written notice to the Subadviser (or such shorter period as may be agreed by the Subadviser after receipt of such notice) and (iv) subject to written notice to the Subadviser, and, as applicable, the written notice set forth in clause (iii)(b)

of this paragraph 1, the Adviser retains authority to immediately assume direct responsibility for any function delegated to the Subadviser under this Agreement.

2.       Duties of the Subadviser

A. Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), (ii) the portfolio guidelines agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 1940 Act) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. The Subadviser further agrees to manage the investments of the Subadviser Assets in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will take action to bring the Subadviser Assets back into compliance as soon as reasonably practicable; provided, however, the Subadviser’s action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser Assets and select securities for purchase or sale with respect to the Subadviser assets; (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets; and (c) employ professional portfolio managers and investment analysts whose duties include, without limitation, providing research services with respect to the Subadviser Assets.    In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser.

The Adviser shall make available to or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Declaration of Trust, Bylaws, Advisory Agreement, the Guidelines and any other limitations or guidelines instituted by the Adviser with regards to the Subadviser Assets, and any amendments thereto. Upon receipt of written notification by the Adviser of such amendments, the Subadviser shall commence action if necessary to bring the Subadviser Assets into compliance as soon as reasonably practicable.

The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to this Agreement.

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Subject to Section 2D (Brokerage) below, the Subadviser is authorized with respect to the Subadviser Assets to enter into trading agreements and execute any documents on behalf of the Fund (e.g., ISDAs, control agreements, clearing agreements and other trading arrangements on behalf of the Fund and to take any other actions on behalf of the Fund required or appropriate to make and/or manage investments pursuant to the Prospectus, which may include executing any market and/or industry standard documentation and the standard representations contained therein), and exercising any governance or ownership right conferred by a particular investment (e.g., “corporate actions”). Subadviser agrees to provide copies of any such trading agreements and documents to Adviser upon Adviser’s reasonable request.

Notwithstanding anything contained in this Agreement to the contrary, the Subadviser may enter into arrangements with its affiliates and other third-party contractors in connection with the performance of the Subadviser’s administrative and/or ministerial services and other non-investment obligations under this Agreement, and, pursuant to a participating affiliate arrangement, in connection with the performance of Subadviser’s investment obligations, including for the provision of certain personnel, services and facilities to the Subadviser, provided that such arrangements comply with the 1940 Act (including, if applicable, the requirements of Section 15 of the 1940 Act). The Subadviser agrees, subject to the terms and conditions of this Agreement, that the Subadviser will remain responsible for any actions or omissions of such affiliates or other third-party contractors to the same extent as if the Subadviser has taken such action or made such omission under this Agreement.

B.   Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Trust’s Prospectus, Agreement and Declaration of Trust, Bylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and (d) any written instructions and directions of the Board or the Adviser (so long as (x) such instructions and directions do not cause the Subadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with such instructions and directions). The Subadviser hereby agrees to:

(i) regularly report to the Board and the Adviser (in such form and frequency as the Adviser and Subadviser mutually agree) with respect to the implementation of the Investment Program, compliance of the Subadviser Assets with the Prospectus, the Guidelines, the 1940 Act and the Code, and other topics as may reasonably be requested by the Board or the Adviser, including attending Board meetings, as reasonably requested, to present such reports to the Board;

(ii) make themselves available, upon reasonable request by the Adviser, the Trust’s pricing agent and/or valuation committee, taking into account the time sensitive nature of the matter, to consult with the Adviser, the Trust’s pricing agent or valuation committee regarding the valuation of any of the Subadviser Assets for which the Adviser, the Trust’s pricing agent or valuation committee seeks assistance from the Subadviser or identifies for review by the Subadviser. Notwithstanding the foregoing, the Adviser acknowledges that (a) the Subadviser’s valuation policies may differ from the valuation policies of the Trust’s pricing agent and valuation committee, (b) therefore, the valuations made by the Fund with respect to the Subadviser Assets may differ from the valuations made by or on behalf of the Subadviser for other accounts that the Subadviser manages and (c) notwithstanding the above, the Subadviser is not responsible for the official valuation determination of any Subadviser Assets (or any other assets of the Fund and/or Trust);

(iii) in connection with any securities or other investments purchased, sold, retained or borrowed for the Subadviser Assets, arrange for the transmission to the Custodian on a daily basis such

3

confirmation, trade tickets, and other documents and information, including, but not limited to, CUSIP, Sedol, or other numbers that identify the securities or other instruments to be purchased, sold, retained or borrowed on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its custodial, administrative, and recordkeeping responsibilities with respect to the Fund. For the avoidance of doubt, communication by the Subadviser via electronic means to any of the Adviser, the Custodian or the Trust’s administrator (the “Administrator”) shall be sufficient for these purposes;

(iv) with respect to securities or other instruments of the Subadviser Assets to be settled through the Custodian, arrange for the transmission of the confirmation of such trades to the Custodian by the end of the day upon which such transaction occurs. For the avoidance of doubt, the parties acknowledge that the Subadviser is not a custodian of the Fund’s assets and that it will not take possession or custody of such assets;

(v) confirm all trades made on behalf of the Subadviser Assets with each executing broker and counterparty daily to facilitate accurate trade settlement and verify open positions (including cash). The Subadviser shall notify the Custodian, on behalf of the Fund, promptly (ideally within one business day) upon becoming aware of any trade which the Subadviser believes was not executed in accordance with its instructions. The Fund or its designee may also conduct a reconciliation of trades as reported from executing brokers and counterparties and the Subadviser shall reasonably cooperate with the Fund or such designee in order to effect such reconciliation, including without limitation by arranging for reasonable access by the Fund or such designee to the files and websites of the executing brokers and counterparties to the extent such access is available;

(vi) promptly review each holdings reconciliation report relating to the Subadviser Assets that it receives from the Custodian and accounting agent and/or the Adviser, as appropriate, and shall use commercially reasonable efforts to resolve all open reconciliation items, including trade breaks, contained in such report promptly (ideally, within one business day) after the time as of which the Subadviser receives such report. Further, the Subadviser shall notify the Adviser and the Fund of any errors or discrepancies, including, without limitation, trade breaks, in the holdings reconciliation reports which have not been resolved promptly (ideally, within one business day) after the time as of which the Subadviser becomes aware of any such errors or discrepancies;

(vii) use commercially reasonable efforts to prepare and cause to be filed in a timely manner Form 13F and Schedules 13D or 13G, if required, with respect to securities held in the Subadviser Assets, without regard for any other assets held by the Trust or the Fund, unless specifically informed otherwise by the Adviser (it being understood that unless notified otherwise in writing, the Subadviser shall consider such securities as being subject to its investment discretion for purposes of Form 13F). The Subadviser agrees that it shall not acquire on behalf of the Fund any equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“1934 Act”) with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act;

(viii) provide such historical performance, fee and expense information about the accounts and investment funds the Subadviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Subadviser in managing the

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Subadviser Assets as may be reasonably necessary to allow the Trust, the Board or their agents to fulfill their duties under applicable laws, including, without limitation, Section 15 of the 1940 Act, and to permit the Adviser to satisfy its oversight responsibilities or to satisfy any request by applicable federal or state regulatory authorities. Such information may be provided in the form of a composite of accounts or on an anonymous basis;

(ix) provide reasonable assistance to the Adviser with respect to the annual audit of the Fund’s financial statements, as related to the Subadviser Assets, including, but not limited to: (a) providing broker contacts as needed for obtaining trade confirmations; (b) providing copies of term loans and swap agreements, within a reasonable time upon request by the Adviser; (c) providing reasonable assistance in obtaining trade confirmations in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such confirmations directly from the brokers and (d) provide reasonable assistance in valuing investments that are not readily ascertainable in the event the Fund or the Fund’s independent registered public accounting firm is unable to obtain such market quotations through independent means; and

(x) upon request, provide timely input to and collaborate with the Adviser and the Fund (a) in determining appropriate liquidity classifications for the Subadviser Assets, for purposes of compliance with Rule 22e-4 under the 1940 Act, in accordance with the parameters of the Fund’s liquidity program, (b) in providing data and information with respect to the Subadviser Assets in connection with the preparation of the Fund’s shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Form N-PORT) or the financial reports contained therein, and (c) in providing such information to the Fund regarding derivatives within the Subadviser Assets as may be requested in connection with the Fund’s compliance with Rule 18f-4 under the 1940 Act.

C.   Expenses. The Subadviser will bear all of its expenses, including, without limitation, Subadviser’s insurance premiums and deductibles, in connection with the performance of its services under this Agreement. All other expenses to be incurred in the operation of the Fund will be borne by the Trust, except to the extent specifically assumed by the Subadviser as set forth herein or otherwise. The expenses to be borne by the Trust may include, without limitation, the following: organizational costs, taxes, interest, brokerage fees and commissions, Trustees’ fees, Securities and Exchange Commission (the “SEC”) fees and state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents’ fees, insurance premiums and deductibles, industry association fees, outside auditing and fund-related legal expenses, costs of independent pricing services, costs of maintaining existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing stockholders, costs of stockholders’ reports and meetings, and any extraordinary expenses. Notwithstanding the foregoing, the Subadviser shall be responsible for all costs associated with any information statements, supplements and/or other disclosure materials that are for the primary benefit of, or otherwise occur as a result of any event occurring with respect to, the Subadviser (including, but not limited to, the legal fees associated with preparation, printing, filing and mailing thereof, as well as any shareholder meeting and/or solicitation costs, if applicable) provided that the Trust or the Adviser is not already generating disclosure materials for other purposes.

D.   Brokerage. Except as otherwise agreed with the Adviser herein or otherwise, the Subadviser will utilize counterparties for futures and options clearing, and ISDAs for over-the-counter derivatives under agreements set up by, or in the name of, the Adviser or the Fund. Notwithstanding the foregoing, at

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the request of the Adviser, Subadviser may negotiate and enter into such trading terms, ISDAs, control agreements, clearing agreements and other trading arrangements on behalf of the Fund as may be necessary for the Subadviser to effect transactions for Subadviser Assets with brokers, dealers and counterparties selected by the Subadviser. Adviser reserves the right to request to review and approve the foregoing agreements. The Subadviser will be responsible for managing any collateral and margin requirements associated with investments made for the Subadviser Assets and will perform in-house reconciliation procedures on such accounts and provide information regarding such reconciliations to the Adviser upon reasonable request. The Subadviser shall notify the Custodian, the relevant counterparty and the Adviser of any significant discrepancies in the collateral requirements or daily collateral management activity promptly of the Subadviser becoming aware of a discrepancy and shall work to resolve any discrepancies in the collateral requirements or daily collateral management activity promptly after the time as of which the Subadviser becomes aware of such discrepancy. In selecting brokers or dealers to execute transactions on behalf of the Subadviser Assets, it shall be the policy of the Subadviser to seek to obtain best execution and the Subadviser agrees to act in conformance with its best execution policies and procedures. Subadviser shall provide updates of such best execution policies and procedures to the Adviser and the Fund promptly following the implementation of any material changes made thereto. In assessing best execution, the Subadviser will consider factors it deems relevant, which may include, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, and in evaluating best execution, the Subadviser is authorized to consider the brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and/or other accounts over which the Subadviser exercises investment discretion. Other than upon prior written approval by the Adviser, Subadviser will not engage in any transactions with respect to the Subadviser Assets with any affiliate of the Adviser as identified on (or reasonably identifiable based upon) a written list provided by the Adviser in accordance with the last sentence of this paragraph. As periodically requested, Subadviser will provide to Adviser a written list of its affiliates and will, from time to time, update such list as necessary. Adviser has provided to Subadviser a written list of affiliated brokers and dealers of the Adviser and will, from time to time, update and deliver such list as necessary.

E. Aggregation of Orders. Subject to the Subadviser’s obligations to seek to obtain best execution in selecting brokers or dealers to execute transactions on behalf of the Subadviser Assets as set forth in Section 2D (Brokerage), the Subadviser may to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate orders. In such event, allocation of the orders, as well as the expenses incurred in the transaction, will be made by the Subadviser in a fair and equitable manner (over time) and consistent with the Subadviser’s fiduciary obligations to the Fund and to its other clients and in a manner consistent with the Subadviser’s allocation policies and procedures. Subadviser shall provide updates of its policies and procedures concerning allocations of orders to the Adviser and the Fund promptly upon the implementation of any material changes made thereto. The Adviser recognizes that, in some cases, the Subadviser’s allocation procedure may limit the size of the position that may be acquired or sold for the Subadviser Assets.

F. Books and Records. The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations applicable to the Subadviser, including, without limitation, Rule 31a-3 under the 1940 Act, of all matters hereunder pertaining to the Subadviser Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadviser hereby agrees that the Fund’s Records are the property of the Trust and further agrees to provide promptly to the Trust copies of any of such records upon the Fund’s or the Adviser’s request, provided, however, that Subadviser may retain copies of any such records. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under

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the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule. Notwithstanding the foregoing, Subadviser has no responsibility for the maintenance of the records of the Fund, except for those related to the Subadviser Assets that are required to be maintained by the Subadviser under applicable requirements of the 1940 Act.

G. Subadviser Compliance Responsibilities. The Subadviser and the Adviser acknowledge that the Subadviser is not the compliance agent for the Fund, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. However, to the extent that the Subadviser has agreed to perform the services specified in this Agreement, the Subadviser shall perform (i) compliance monitoring designed to ensure compliance as set forth in Section 2A and (ii) periodic compliance testing with respect to the Subadviser Assets as it deems appropriate, based upon information in its possession or upon information and reasonable written instructions received from the Adviser or the Trust’s Administrator. The Adviser or the Administrator shall promptly provide the Subadviser with complete and accurate copies of the Trust’s Declaration of Trust, By-Laws, current Prospectus, the Guidelines and any written policies or procedures adopted by the Board and currently in effect applicable to the Subadviser Assets, and shall use commercially reasonable efforts to provide the Subadviser with any amendments or revisions thereto in advance of such adoptions, amendments or revisions taking effect. Subadviser shall supply such reports or other documentation as reasonably requested from time to time by the Adviser to evidence Subadviser’s compliance with such Prospectus, policies or procedures.

H. Proxy Voting. The Subadviser shall vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the Subadviser Assets in accordance with its proxy voting policies and procedures as in effect from time to time. Subject to the applicable SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”).    The Custodian shall cause to be forwarded to the Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Subadviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, Subadviser shall provide the Adviser or the Administrator with all proxy voting records relating to the Subadviser Assets, including but not limited to those required by Form N-PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisions.

The Subadviser will not be responsible for making any class action filings on behalf of the Fund. The Subadviser shall promptly provide the Adviser with any information it receives regarding class action claims or any other legal matters involving any asset held in the Subadviser Assets and shall cooperate with the Adviser to the extent necessary for the Adviser to pursue or participate in any such action.

I. Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying mark of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser

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hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten days of their receipt thereof.

J. Other Subadvisers. With respect to any Fund, (i) without the prior written consent of the Adviser, the Subadviser will not consult with any other subadviser to that Fund (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that Fund in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) the Subadviser is responsible only for providing advice and the other services set forth herein with respect to the Subadviser Assets. Pursuant to Rule 17a-10 of the 1940 Act, the Adviser agrees that it will include a provision substantially similar to this Section 2J in each other subadvisory agreement relating to the Fund.

K. Portfolio Holdings. The Subadviser will not disclose, in any manner whatsoever, any list of securities held by the Fund or a list of Subadviser Assets, other than (i) in accordance with the Fund’s portfolio holdings disclosure policy, (ii) to third party service providers that reasonably require such information to perform services with respect to the Subadviser Assets so long as such third party service providers are subject to confidentiality restrictions and covenants, (iii) as otherwise directed in writing by the Adviser or (iv) as required by applicable law, regulation, court order or other similar request or demand (including in connection with Section 15 of the 1940 Act); provided that the Subadviser shall notify the Adviser of the disclosure. The foregoing shall not prohibit the Subadviser’s disclosure of portfolio securities and instruments held by any of its other client accounts or investment funds which pursue similar strategies to the Fund.

L. Business Continuity. The Subadviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and is designed so that it can be implemented within a 24-hour time period. The Subadviser shall notify the Adviser, as soon as reasonably practicable by telephone, electronic mail or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event of which it is aware requiring the Subadviser to implement any procedures under such plan with respect to the Subadviser Assets.

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M. Cybersecurity. The Subadviser has established and will keep in effect policies and procedures reasonably designed to detect and prevent cybersecurity breaches, including without limitation, malware, viruses, and other unauthorized access to information and information systems maintained by the Subadviser. The Subadviser shall notify the Adviser, as soon as reasonably practicable by telephone, electronic mail or such other method of prompt communication as may be available under the circumstances, of the occurrence or threat of any event of which it is aware that results in, or increases the risk of, any unauthorized access to or modification of, loss or misuse of, or impairment of the integrity or availability of, any such information or information systems maintained by the Subadviser which may reasonably be expected to effect the Adviser, the Fund or the Trust, or have an effect on the Subadviser’s ability to perform its obligations under this Agreement .

N. Subadviser Rights to Performance Record. Notwithstanding anything else to the contrary herein, the Subadviser shall retain a right to use the investment performance and track record of the Subadviser Assets (including in marketing) to the extent permitted by law, provided that the name of the Fund and the Trust is not specifically identified without the prior written approval of the Trust. Further, for the avoidance of doubt, the Subadviser shall be entitled to retain and use records of each of its transactions and other records pertaining to the Subadviser Assets and the Fund as are necessary to support any such uses of the investment performance and track record.

O. Subadviser Trade Errors and Breaches. The Subadviser shall notify the Adviser as promptly as reasonably practicable upon detection of any trade error or any active breach of Guidelines or breach of other applicable limitations or requirements (a “Breach”) in connection with its management of the Subadviser Assets and in no event shall notice be delivered later than one business day after the time as of which the Subadviser becomes aware of any such trade error or Breach, and the Subadviser shall commence action to correct any trade error or Breach immediately upon detection of any trade error in connection with its management of the Subadviser Assets. In the event of a trade error or Breach, the Subadviser shall provide a memorandum to the Adviser describing the trade error or Breach and the action, if any, to be taken to prevent future occurrences of such trade error or Breach or, alternatively, a statement that the Subadviser has reviewed its existing controls, found them reasonably designed to prevent additional trade errors or Breaches in the future and has determined that no further action is required. Notwithstanding the Subadviser’s assessment of its internal controls or any other provision of this Agreement including Sections 4 and 5, all trade errors or Breaches impacting the Fund and deemed by the parties to be caused by the Subadviser must be remediated by the Subadviser to the reasonable satisfaction of the Adviser in consultation with the Subadviser, which, for the avoidance of doubt, may include reimbursement from the Subadviser to the Fund of all costs, losses and expenses incurred due to the trade error or Breach, if any. In addition, the Subadviser shall, upon request, provide the Adviser and the Trust, or their agents, with access to all documents and information within its possession or control reasonably related to any trade error or Breach, its analysis and correction.

3.      Compensation of Subadviser. The Adviser will pay the Subadviser, with respect to each Fund on Appendix A attached hereto, the compensation specified in Appendix A. Further, the Subadviser agrees to the representations regarding the fee structure specified in Appendix A. In the case of termination of this Agreement with respect to the Fund during any calendar month, the fee with respect to the Subadviser Assets accrued to, but excluding, the date of termination (as of the open of business) shall be paid promptly following such termination.

4.      Standard of Care. The Subadviser shall exercise its best judgment in rendering its services described in this Agreement. Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, or as otherwise provided in Section 2O above and Section 5 below, the Subadviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the

9

Adviser in connection with the matters to which this Agreement relates, except a loss resulting from Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, or from reckless disregard by it of its obligations and duties under this Agreement or from its material breach of this Agreement. It is acknowledged and agreed that any trade error that results in a gain to the Fund shall inure to the benefit of the Fund.

5.      Indemnification.

A. The Adviser shall indemnify the Subadviser and the Subadviser’s affiliates, agents, controlling persons, directors, partners, officers, employees and shareholders (collectively, the “Subadviser Indemnified Parties”) against, and hold such Subadviser Indemnified Parties harmless from, any costs, expense, claim, loss, liability, judgment, fine, settlement or damage (including reasonable legal and other expenses) (collectively, “Losses”) arising out of any claim, demands, actions, suits or proceedings (civil, criminal, administrative or investigative) asserted or threatened to be asserted by any third party (collectively, “Proceedings”) in so far as such Loss (or actions with respect thereto) arises out of or is based upon (i) any material misstatement or omission of a material fact in the Fund’s Prospectus, registration statement, proxy materials or reports filed with the SEC, unless and to the extent such material misstatement or omission was made in reliance upon, and is consistent with, information furnished in writing to the Adviser by any Subadviser Indemnified Party for use therein or (ii) the Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or the Adviser’s reckless disregard of its obligations and duties under this Agreement or the Adviser’s material breach of this Agreement.

B. The Subadviser shall indemnify the Trust, the Adviser and each of their respective affiliates, agents, controlling persons, directors, members of the Board, partners, officers, employees and shareholders (the “Adviser Indemnified Parties”) against, and hold them harmless from, any and all Losses arising out of any Proceedings in so far as such Loss (or actions with respect thereto) arises out of or is based upon (i) any material misstatement or omission of a material fact in information regarding the Subadviser furnished in writing to the Adviser by the Subadviser for use in the Fund’s Prospectus, registration statement, proxy materials or reports filed with the SEC; (ii) the failure of the Subadviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of applicable law, including the 1940 Act, the Code, the Prospectus and the Guidelines; (iii) any material breach by the Subadviser of this Agreement including, without limitation, any representation or warranty contained herein (and other written instructions given by the Board; or the Adviser to the Subadviser in accordance with this Agreement); or (iv) the Subadviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or the Subadviser’s reckless disregard of its obligations and duties under this Agreement.

6.      Non-Exclusivity. The services of the Subadviser to the Adviser with respect to the Subadviser Assets are not to be deemed to be exclusive, and the Subadviser and its affiliates shall be free to render any investment advisory or any other services to others whether similar or dissimilar in nature to the services hereunder (including other investment companies) and to engage in any other activities. It is understood and agreed that the directors, officers, and employees of the Subadviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation, including other investment companies.

The Adviser acknowledges that the Subadviser now acts and from time to time hereafter may act as investment adviser or sub-investment adviser to one or more private funds, investment companies and fiduciary or other managed accounts (collectively, the “accounts”), and the Adviser has no objection to the Subadviser so acting. The Adviser acknowledges that while the Subadviser Assets and other accounts may invest in the same type of securities, the Subadviser may give advice or exercise investment responsibility

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and take such other action with respect to such other accounts which may differ from advice given or the timing or nature of action taken with respect to the Subadviser Assets; provided, however, that any such advice is consistent with the Subadviser’s fiduciary duties and obligations to the Subadviser Assets.

In addition, it is understood that the persons employed by the Subadviser to assist in the performance of the Subadviser’s duties hereunder will not devote their full time to such services and nothing contained herein shall be deemed to limit or restrict the Subadviser’s right or the right of any of the Subadviser’s affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

The Subadviser shall, for all purposes hereof, be an independent contractor and, except as expressly provided hereunder, the Subadviser shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.

7.      Maintenance of Insurance. During the term of the Agreement and for a period of one year after the termination hereof, Subadviser will be covered by errors and omissions insurance, fidelity bond coverage and commercial general liability insurance coverage maintained by the Subadviser or any of its affiliates each in a commercially reasonable amount based upon the amount of assets managed by the Subadviser and industry standards. Subadviser shall upon reasonable request provide to the Adviser any information it may reasonably require concerning the amount of or scope of the insurance and, upon receiving notification, shall notify the Adviser if the issuer or the amount of the foregoing policies shall change.

8.      Confidentiality. Each party to this Agreement shall keep confidential any nonpublic information concerning the other party and will not use or disclose such information for any purpose other than to a limited number of employees, attorneys, accountants, affiliates, other advisers, third party counterparties, and Fund service providers (collectively, “Representatives”) for which such disclosure is necessary for the performance of its responsibilities and duties hereunder. Nonpublic information shall not include information a party to this Agreement can clearly establish was (a) known to such party prior to disclosure to such party by the other party or its representatives and not otherwise subject to a separate confidentiality obligation (b) rightfully acquired by the party from third parties whom the party reasonably believes after due inquiry are not under an obligation of confidentiality to the other party to this Agreement; (c) placed in public domain without fault of the party or its affiliates; or (d) independently developed by the party without reference or reliance upon the nonpublic information. Neither party shall use the information provided by the other party to trade for their own account or, without the other party’s consent, for the account of any other person (other than the Fund). Nothing in this Section 8 will be deemed to prevent a party from disclosing information concerning the other party to the extent required to comply with any applicable law, regulation or regulatory filing or in response to a request from a duly constituted regulatory or judicial authority.

9.      Term of Agreement. This Agreement shall become effective as of the date of its execution and shall continue in effect for a period of two years from the date of execution. Thereafter, this Agreement shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a “majority” (as defined in the 1940 Act) of the Fund’s outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Board who are not “interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast at a meeting called for the purpose of voting on such approval. This Agreement is terminable at any time (including during the initial two year term), without penalty, (i) on 61 days’ written notice by the Adviser, or (ii) on 60 days’ written notice by the Board, by vote of holders of a majority of the Fund’s shares or by the Subadviser, and will terminate five business days after the Subadviser receives written

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notice of the termination of the Advisory Agreement between the Trust and the Adviser. This Agreement also will terminate automatically in the event of its Assignment (as defined in the 1940 Act).

10.    Representations of Subadviser. The Subadviser represents, warrants, and agrees on each day during the term of this Agreement as follows:

A. The Subadviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) meets, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iii) has all necessary federal and state governmental, regulatory and commodity exchange licenses and approvals required to conduct its business as contemplated hereby; (iv) is and will continue to be operated in compliance in all material respects with all applicable laws, rules, and regulations; (v) has in effect all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described herein or required to perform its obligations hereunder (including, by way of example only but without limitation, to the extent required, registration with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor under the Commodity Exchange Act, as amended (the “CEA”) and membership with the National Futures Association (the “NFA”)), and the performance of such obligations will not materially violate or result in a material breach of any provision of the Subadviser’s articles of incorporation, certificate of formation or operating agreement, as applicable; (vi) has the authority to enter into and perform the services contemplated by this Agreement; (vii) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (viii) will manage the Subadviser Assets in a manner consistent with the Subadviser’s code of ethics (the “Code of Ethics”) and its compliance policies and procedures.

B. The Subadviser has adopted a written Code of Ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On a quarterly basis upon written request of the Adviser, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to the Subadviser Assets and (ii) identifying any material violations of the Subadviser’s Code of Ethics which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees or its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1.

C. The Subadviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable request, the Subadviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Subadviser Assets. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. In addition, on an annual basis, the Subadviser will provide the Adviser with a summary of their annual review of its policies and procedures as required by Rule 206(4)-7 of the Advisers Act.

D. The Subadviser has provided the Adviser and the Trust with a copy of its Form ADV Part 2 as most recently filed with the SEC and hereafter will provide a copy of its annual amendment to the Adviser.

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The Adviser acknowledges receipt of the Subadviser’s Form ADV more than 48 hours prior to the execution of this Agreement.

E. The written information provided by the Subadviser to the Adviser, the Fund and/or the Trust for use in (i) the Fund’s Prospectus, registration statement or proxy materials (the “Offering Materials”) and/or (ii) advertisements or sales literature or in communications with the Board, governmental or self-regulatory authorities or reports filed with the SEC (only when considered together with the other information included in the Offering Materials) does not, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect.

F. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Subadviser is bound or any order, rule, statue or regulation applicable to the Subadviser of any court or any governmental body or administrative agency having jurisdiction over the Subadviser, including, without limitation the 1940 Act or the Advisers Act.

G. The Subadviser is not in default of any material obligation to which it is bound or agreement to which it is a party, nor is the Subadviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the Subadviser or are reasonably likely to have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

H. Other than as may have been disclosed in writing to the Adviser, there is not pending, or to the best of the Subadviser’s knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which the Subadviser is a party, or to which any of the assets of the Subadviser are subject, which would reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement. Other than as may have been disclosed in writing to the Adviser, the Subadviser has not received any notice of an investigation or warning letter from any regulatory organization, including, without limitation, the SEC, the NFA or the CFTC regarding material non-compliance by the Subadviser with any rule, regulation or statute, which notice or letter is reasonably expected to result in a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement.

I. This Agreement has been duly and validly authorized, executed and delivered by the Subadviser and constitutes a legal, valid and binding agreement of the Subadviser enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency laws and principals and doctrines of equity.

J. The Subadviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Subadviser’s ability to perform its obligations under this Agreement. The Subadviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business.

K. Except as otherwise agreed by the Adviser, the Subadviser will manage the investments of the Subadviser Assets in accordance with the exemption provided in CFTC Rule 4.5.

L. The Subadviser has policies and procedures to ensure compliance with all applicable laws, rules and regulations, including without limitation, economic sanctions programs (“Sanctions”), such as those administered or promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control,

13

the European Union, and the United Nations Security Council; and neither the execution or delivery of this Agreement by the Subadviser nor any action taken in its performance of its obligations hereunder shall cause the Trust or the Adviser to be in violation of Sanctions; and neither the execution or delivery of this Agreement by the Subadviser nor its performance of its obligations hereunder shall conflict with, violate, breach or constitute a default under any term or provision of its constituent or governing documents or any indenture, mortgage, deed of trust, instrument, agreement or other document to which the Subadviser is a party or by which it is bound or to which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the Subadviser or any of its assets.

If at any time, any event shall occur which would make any of the foregoing representations and warranties of the Subadviser no longer true and accurate in any material respect, the Subadviser shall notify the Adviser as soon as is reasonably practicable, except as prohibited by applicable law.

11.    Representations of Adviser. The Adviser represents, warrants, and agrees, as of the date hereof, as follows:

A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) has the authority to enter into and perform the services contemplated by this Agreement; and (iii) will promptly notify the Subadviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

B. The Trust is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement.

C. The Adviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Adviser’s ability to perform its obligations under this Agreement. The Adviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business.

D. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Adviser is bound or any order, rule, statue or regulation applicable to the Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser including, without limitation the 1940 Act or the Advisers Act.

E. This Agreement has been duly and validly authorized, executed and delivered by the Adviser and constitutes a legal, valid and binding agreement of the Adviser enforceable in accordance with its terms. This Agreement has been duly approved by the Trust and the Board in accordance with all applicable requirements of the 1940 Act.

If at any time, any event shall occur which would make any of the foregoing representations and warranties of the Adviser no longer true and accurate in any material respect, the Adviser shall notify the Subadviser as soon as is reasonably practicable, except as prohibited by applicable law.

12.    Provision of Certain Information by Subadviser.

A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the

14

Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Wells Notices) of fraud, embezzlement, money laundering, insider trading, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

B. The Subadviser further agrees to notify the Adviser promptly of any material fact respecting or relating to the Subadviser known to the Subadviser not to be contained in the Prospectus and required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. As reasonably requested by the Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) – 1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) providing such reports and certifications as the Chief Compliance Officer of the Fund may reasonably request pursuant to Rules 17j-1 and 38a-1 under the 1940 Act and Rule 206(4)-7 under the Advisers Act; (ii) reasonably facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct reasonable access to its chief compliance officer; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requested to allow the Trust’s chief compliance officer to address in his or her annual written report to the Board pursuant to Rule 38a-1 the operation of the policies and procedures of the Subadviser as they relate to the Subadviser Assets; and (v) providing special reports in the event of “material compliance matters,” as defined by Rule 38a-1(e)(2), relating to the Subadviser Assets, as soon as is reasonably practicable and permitted by applicable law. Further, Subadviser is aware that: (a) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of the Trust (collectively, “Certifying Officers”) currently are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, as amended; and (b) the Certifying Officers must rely upon certain matters of fact generated by Subadviser of which they do not have firsthand knowledge. Consequently, Subadviser will provide the Adviser, the Trust or the Board with such information and assurances (including any sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Trust in its preparation of periodic reports on Form N-CSR.

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13.    Provision of Certain Information by the Adviser. The Adviser shall timely furnish the Subadviser with such additional information as may be reasonably necessary for, and reasonably requested by, the Subadviser to perform its responsibilities pursuant to this Agreement. The Adviser will also promptly notify the Subadviser, as permitted by applicable law: (1) in the event that the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Adviser or the Trust; (ii) placed limitations upon either of their activities, functions, or operations which may reasonably be expected to have a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement or have a material adverse effect on the Trust; (iii) suspended or revoked the Adviser’s registration as an investment adviser; or (iv) has commenced proceedings or an investigation that may reasonably be expected to have a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement; or (2) upon having a reasonable basis for believing that the Fund has ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code.

14.    Amendment of Agreement. No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by both parties.

15.    Miscellaneous.

A. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, and with the 1940 Act. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.

B. Notification of Changes. The Subadviser will notify the Adviser of any “assignment” or actual change in control or management of the Subadviser within the meaning of Section 2(a)(4) and Rule 2a-6 under the 1940 Act, and Section 202(a)(1) and Rule 202(a)(1)-1 under the Advisers Act, including, as applicable, any change of its general partners or 25% shareholders or 25% limited partners, in each case prior to or promptly after such change. In addition, the Subadviser will notify the Adviser of any changes in the key personnel of the Subadviser involved in the management and oversight of the Subadviser Assets, including named portfolio managers and senior management or any person performing a similar role with respect to the Subadviser Assets.

C. Captions. The Captions contained in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

D. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties hereto and shall supersede any prior agreements between the parties relating to the subject matter hereof.

E. Definitions. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, releases or orders of the SEC validly issued pursuant to the Act.    As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” “broker,” “investment adviser,” “net assets,” “sale,” “sell,” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, release or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, release, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, release, or order.

16

F. Notices. Any notice herein required is to be in writing and is deemed to have been given to Subadviser or Adviser upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service or by postage mail return receipt requested, in either such case with a copy sent by email, or by email or similar means of delivery that provide evidence of receipt.

All notices to Adviser shall be sent to: J.P. Morgan Private Investments Inc., 277 Park Avenue, 13^th Floor, New York, NY 10172, Attention:Mary Savino; email: mary.savino@jpmorgan.com, with copies to Six_Circles_Sub-Advisers@jpmorgan.com.

All notices to Subadviser shall be sent to: 450 Park Ave., New York, NY 10022, Attention: Legal Department; email: legal@muzinich.com.

G. Third-Party Beneficiary. The Fund is an intended third-party beneficiary under this Agreement and is entitled to enforce this Agreement as if it were a party thereto.

H. Survival. Sections 2B(ix), 2F, 2I, 2K, 2N, 4, 5, 7 (for a period of 1 year), 8, 15A and 15G shall survive the termination of this Agreement.

17

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.

J.P. MORGAN PRIVATE
INVESTMENTS INC.
By:
	Name:
	Title:
MUZINICH & CO., INC.
By:
	Name:
	Title:

18

EX-99.(D)(32)

AMENDMENT NO. 4 TO

INVESTMENT SUB-ADVISORY AGREEMENT

THIS AMENDMENT NO. 4, dated as of this ___ day of March, 2021 (the “Amendment”), to the Investment Sub-Advisory Agreement, dated October 5, 2018, as amended, (the “Agreement”), between the Parties (as defined below), is entered into by and between J.P. Morgan Private Investments Inc. (the “Adviser”) and Russell Investments Implementation Services, LLC (the “Sub-Adviser” and, together with the Adviser, the “Parties”).

WHEREAS, pursuant to the Agreement, the Sub-Adviser has been retained to provide, when needed, certain interim investment sub-advisory services to the series of the Six Circles Trust (the “Trust”) set forth on Appendix A of the Agreement;

WHEREAS, the Parties desire to amend Appendix A of the Agreement to add a new series of the Trust, the Six Circles Credit Opportunities Fund (hereinafter the “Credit Opportunities Fund”), so that the Sub-Adviser may provide, when needed, certain interim investment sub-advisory services for the new series pursuant to the Agreement; and

WHEREAS, Section 15 of the Agreement provides that the Agreement may be amended by a written instrument signed by both Parties.

NOW, THEREFORE, in consideration of the premises and mutual promises hereinafter set forth, the Parties hereto agree as follows:

W I T N E S S E T H:

1. The Parties hereby agree that Appendix A of the Agreement is hereby replaced in its entirety with Appendix A attached hereto, to become effective with respect to the Credit Opportunities Fund on the date that such Credit Opportunities Fund commences operations pursuant to an effective amendment to the Trust’s registration statement (with respect to such Credit Opportunities Fund, the “Effective Date”).

2. With respect to the Credit Opportunities Fund, the Agreement shall continue in effect for a period of two years from the Effective Date and thereafter, shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (i) the Board of Trustees of the Trust (the “Board”) or (ii) a vote of a “majority” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of such Credit Opportunities Fund’s outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Board who are not “interested persons” (as defined in the 1940 Act) of any party to the Agreement, by vote cast at a meeting called for the purpose of voting on such approval.

3. The Parties further agree to amend Section 9 of the Agreement to remove the phrase “in-person” in reference to meetings of the Board to approve the Agreement, in light of evolving interpretations of 1940 Act meeting requirements.

4. Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their duly authorized signatories effective as of the date and year first written above.

J.P. MORGAN PRIVATE INVESTMENTS INC.
By:
Name:	Mary Savino
Title:	Managing Director
RUSSELL INVESTMENTS IMPLEMENTATION SERVICES, LLC
By:
Name:	Travis Bagley
Title:	Director, Transition Management- Americas

EX-99.(H)(28)

AMENDMENT NO. 5 TO

IMPLEMENTATION SERVICES AGREEMENT

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

WHEREAS, pursuant to the Agreement, RIIS may provide, when needed, certain implementation and asset transition services to the fund series of the Six Circles Trust (the “Trust”);

WHEREAS, the Parties desire to amend Schedule B of the Agreement to add a new series of the Trust, the Six Circles Credit Opportunities Fund (hereinafter the “Fund”), so that RIIS may provide, when needed, certain implementation and asset transition services for the new series pursuant to the Agreement; and

WHEREAS, Section 15 of the Agreement provides that the Agreement may be amended at any time by written agreement between the Parties.

NOW, THEREFORE, in consideration of the premises and mutual promises hereinafter set forth, the Parties hereto agree as follows:

W I T N E S S E T H:

1. The Parties hereby agree that Schedule B of the Agreement is hereby replaced in its entirety with Schedule B attached hereto, to become effective with respect to the Credit Opportunities Fund on the date that such Credit Opportunities Fund commences operations pursuant to an effective amendment to the Trust’s registration statement (with respect to such Credit Opportunities Fund, the “Effective Date”).

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their duly authorized signatories as of the date and year first written above.

J.P. MORGAN PRIVATE INVESTMENTS INC.
By:
Name:	Mary Savino
Title:	Managing Director
RUSSELL INVESTMENTS IMPLEMENTATION SERVICES, LLC
By:
Name:	Travis Bagley
Title:	Director, Transition Management- Americas

LIST OF FUNDS AND SPECIFIED FUND SLEEVES

The Client hereby certifies that it has the necessary authority to direct trades to RIIS for the following Funds as part of this Agreement.

Fund Name:	Six Circles Ultra Short Duration Fund
Specified Fund Sleeve Name(s):	Conservative Income Sleeve
	Core Ultra Short Sleeve
	Global Ultra Short Sleeve
Fund Name:	Six Circles Tax Aware Ultra Short Duration Fund
Specified Fund Sleeve Name(s):	Municipal Conservative Income Sleeve
	Core Municipal Ultra Short Sleeve
	Global Ultra Short Sleeve
Fund Name:	Six Circles U.S. Unconstrained Equity Fund
Specified Fund Sleeve Name(s):	Constituents of Equity Index Sleeve
Fund Name:	Six Circles International Unconstrained Equity Fund
Specified Fund Sleeve Name(s):	Constituents of Equity Index ex US Sleeve
Fund Name:	Six Circles Managed Equity Portfolio U.S. Unconstrained Fund
Specified Fund Sleeve Name(s):	Constituents of Equity Index Sleeve
Fund Name:	Six Circles Managed Equity Portfolio International Unconstrained Fund
Specified Fund Sleeve Name(s):	Constituents of Equity Index ex US Sleeve
Fund Name:	Six Circles Tax Aware Bond Fund
Specified Fund Sleeve Name(s):	Short Duration Municipal Sleeve
	Intermediate Duration Municipal Sleeve
	Long Duration Municipal Sleeve
	Municipals Sleeve
	Core Municipals Sleeve

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Fund Name:	Six Circles Global Bond Fund
Specified Fund Sleeve Name(s):	Asian Pacific Government Sleeve
	Asian Pacific Credit Sleeve
	Pan-European Government Sleeve
	Pan-European Credit Sleeve
	Pan-European Securitized Sleeve
	U.S. Government Sleeve
	U.S. Credit Sleeve
	U.S. Securitized Sleeve
	Global Government Sleeve
	Global Credit Sleeve
	Global Securitized Sleeve
Fund Name:	Six Circles Credit Opportunities Fund
Specified Fund Sleeve Name(s):	High Yield Sleeves
	Additional Fixed Income Sleeves, as needed

Certified this ____ day of ___________________

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EX-99.(P)(2)

Code of Ethics

J.P. Morgan Private Investments Inc.

Current Effective Date:December 2020

TABLE OF CONTENTS

1.  Summary	3
2.  Scope	4
3.  Changes from Previous Version	4
4.  Personal Trading - Reporting Requirements	4
4.1.  Background	4
4.2.  Holdings Reports	4
4.3.  Transaction Reports	5
4.4.  Consolidated Report	6
4.5.  Exceptions from Transaction Reporting Requirements	6
5.  Personal Trading Requirements	6
5.1.  Pre-Approval of Certain Investments	7
5.2.  Approved Broker Requirement	7
5.3.  Blackout Provisions	7
5.4.  Minimum Investment Holding Period and Market Timing Prohibition	8
5.5.  Trade Reversals and Disciplinary Action	8
6.  Books and Records to be Maintained by Investment Advisers	8
7.  Privacy	9
8.  Anti-Corruption	9
9.  Conflicts of Interest	9
9.1.  Trading in Securities of Clients	9
9.2.  Trading in Securities of Suppliers	9
9.3.  Pre-Clearance Procedures for Value-Added Investors	10
9.4.  Gifts and Entertainment	10
9.5.  Political Contributions and Activities	11
9.6.  Charitable Contributions	12

1

9.7.  Outside Interests	12
10.  Training	13
11.  Escalation Guidelines	13
11.1. Violations Prior to Material Violation	13
11.2. Material Violations	13
12.  Defined Terms	14
13.  Document Information	16

2

1. Summary

This Code of Ethics for J.P. Morgan Private Investments Inc. (“JPMPI”) (the “Code”) has been adopted in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”). Rule 204A-1 requires an investment adviser registered under Section 203 of the Advisers Act (such as JPMPI) to establish, maintain and enforce a written Code of Ethics that, at a minimum, includes:

1. Standards of business conduct that are required of Supervised Persons and reflect the investment adviser’s fiduciary obligations to clients;

2. Provisions requiring Supervised Persons to comply with applicable Federal Securities Laws;

3. Provisions requiring all Access Persons to report their personal securities transactions and holdings periodically to the investment adviser for review;

4. Provisions requiring Supervised Persons to report any violation of the Code promptly to the Chief Compliance Officer (“CCO”), or to other persons designated in the Code and through the various reporting channels as provided in the How To Report A Violation page of the JPMC Code of Conduct intranet site; and

5. Provisions requiring the investment adviser to provide Supervised Persons with a copy of this Code and any amendments, and requiring Supervised Persons to provide written acknowledgement of receipt of the Code and any amendments.

It is the duty of all Supervised Persons to act in the best interests of their clients, place the interests of JPMPI Clients before their own personal interests at all times, and to avoid any actual or potential conflicts of interest. Supervised Persons are the officers, directors, employees (or other persons occupying a similar status or performing similar functions) of JPMPI, or any other person who is subject to JPMPI’s supervision or control.

Supervised Persons who meet the definition of Access Persons under this Code (as determined by the Compliance Department) are deemed Access Persons of JPMPI. Access Persons are subject to periodic reporting requirements related to personal trading, as described in this Code.

All JPMPI Supervised Persons are subject to the most current version of the Firmwide Code of Conduct. This Code may establish more stringent standards reflecting the fiduciary obligations of JPMPI and its Supervised Persons than those established under the Firmwide Code of Conduct. In the event that a difference exists between any of the policies and procedures of the Firmwide Code of Conduct and this Code, the more restrictive provision shall apply to JPMPI Supervised Persons. Except as expressly stated herein, the CCO may waive or grant exceptions to any requirement or standard established by this Code in any circumstances in which the CCO determines such waiver or exception is appropriate and consistent with Federal Securities Laws and other JPMC policies.

Supervised Persons must comply with applicable Federal Securities Laws¹ and promptly report any known or suspected violations of the Code to the Compliance Department, which shall report any such violation promptly to the CCO, or through the various reporting channels provided in the How To Report A Violation page of the JPMC Code of Conduct intranet site.

¹ And/or any other applicable non-U.S. securities laws governing their jurisdiction.

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Your reporting obligations do not prevent you from reporting to the government or regulators conduct that you believe to be in violation of law and it does not require you to notify JPMPI prior to reporting to the government or regulators. JPMPI strictly prohibits intimidation or retaliation against anyone who makes a good faith report about a known or suspected violation of the Code, or any law or regulation.

Compliance with the Code, and other applicable policies and procedures, is a condition of employment. The rules, procedures, reporting and recordkeeping requirements set forth in the Code are hereby adopted and certified as reasonably necessary to prevent Supervised Persons from violating the provisions of the Code and applicable Federal Securities Laws.

The Compliance Department provides a link to this Code and any amendments to all Supervised Persons and requires their attestation of compliance with this Code at least annually. These records are maintained by the Compliance Department as part of its books and records as required by the Advisers Act. The forms of acknowledgment and affirmation shall be determined by the Compliance Department.

Annually, the Compliance Department must review that the Code adequately reflects JPMPI’s fiduciary obligations and those of its Supervised Persons.

2. Scope

	Subject To
Lines of Business	•   Asset and Wealth Management – Wealth Management
Function(s)	•   JPMPI Supervised Persons, which is a population defined in this document
Locations	•   All
Legal Entities	•   J.P. Morgan Private Investments Inc.

3. Changes from Previous Version

This document has been updated to conform to the latest internal template for policies and procedures.

4. Personal Trading - Reporting Requirements

4.1. Background

The Advisers Act requires that Access Persons periodically report their current holdings of, and transactions in, Reportable Securities. Subject to the exceptions set forth in Section 4.5, Access Persons must report personal holdings of Reportable Securities in the format designated by the Compliance Department. Reports may be submitted as attachments on an Access Persons Form. Access Persons will be notified via email to complete and submit the Access Persons Form at the required times.

4.2. Holdings Reports

Access Persons must submit holdings reports to the Compliance Department documenting current securities holdings:

4

a) Content of Holdings Reports

Each holdings report must contain, at minimum:

1) Account Details

The name of any broker, dealer or bank with which the Access Person maintains a Covered Account in which any Reportable Securities are held for the Access Person’s direct or indirect benefit, as well as all pertinent Covered Account details (e.g., account title, account number, etc.).

2) Account Statements

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership.

3) Submission Date

The date the Access Person submits the report to the Compliance Department.

b) Submission of Holdings Reports

Access Persons must submit both an initial and annual holdings report:

1) Initial Report

Must be submitted no later than 10 days after the person becomes an Access Person and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

2) Annual Report

Must be submitted at least once each 12-month period. Thereafter, the annual report must be submitted on or before January 30, and the information must be current as of a date no more than 45 days prior to the date the report was submitted; provided, however, that the Compliance Department may deem that annual account statements are not required due to electronic-position reporting received from Approved Brokers.

4.3. Transaction Reports

Access Persons may be required to submit to the Compliance Department securities transactions reports on a quarterly basis, in the form designated by the Compliance Department. Transaction reports are not required to be submitted for accounts maintained at Approved Brokers. See Section 4.5(c) and Section 5.2. Securities transaction reports must meet the following requirements:

a) Content of Transaction Reports

Each transaction report must contain, at a minimum, the following information about each transaction involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect Beneficial Ownership:

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1) The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

2) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

3) The price of the security at which the transaction was effected;

4) The name of the broker, dealer or bank with or through which the transaction was effected; and

5) The date the Access Person submits the report to the Compliance Department.

To the extent Access Persons are required to submit transaction reports (for accounts not maintained at Approved Brokers), Access Persons must submit, in the form designated by the Compliance Department.

b) Timing of Transaction Reports

To the extent Access Persons are required to submit transaction reports (for accounts not maintained at Approved Brokers), each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter. The report must cover, at a minimum, all transactions in Reportable Securities during the quarter.

4.4. Consolidated Report

At the discretion of the Compliance Department, the form of annual holdings report may be combined with the form of the concurrent quarterly transaction report, provided that such consolidated holdings and transaction report meets, at a minimum, the timing requirements of both such reports if submitted separately.

4.5. Exceptions from Transaction Reporting Requirements

An Access Person need not submit:

a) Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

b) A transaction report with respect to transactions effected pursuant to an Automatic Investment Plan;

c) A transaction report for an account maintained at an Approved Broker such that the report would duplicate information contained in broker trade confirmations or account statements that the Compliance Department receives no later than 30 days after the end of the applicable calendar quarter; and

d) Any report with respect to transactions in Reportable Funds.

5. Personal Trading Requirements

All JPMPI Access Persons are subject to the Personal Account Dealing Policy Asset Management Supplement (“RIA Policy”) with respect to certain personal trading requirements, limitations, restrictions and corrective actions described therein (including,

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without limitation, pre-approval requirements, designated broker requirements and blackout and holding periods).² Each Access Person should carefully review the RIA Policy. Any questions regarding the RIA Policy or its application should be directed to the Compliance Department.

Given the potential access to Proprietary and Client information that Supervised Persons may have, JPMPI and its Access Persons must avoid even the appearance of impropriety with respect to personal trading, which must be oriented toward investment rather than short-term or speculative trading. The RIA Policy is designed to help prevent and detect violations of securities laws and industry conduct standards and to minimize actual or perceived conflicts of interest that could arise due to personal investing activities.

Preclearance is not required for JPMC securities (common stock, bonds, restricted stock units and employee stock options), except for Window List Personnel, who are employees that are in possession, or have the potential to come into possession through the nature of their job duties, with material non-public information (“MNPI”) on JPMC.

5.1. Pre-Approval of Certain Investments

Access Persons must obtain approval from the Compliance Department before directly or indirectly acquiring Beneficial Ownership in any Reportable Security, including initial public offerings and limited offerings. The RIA Policy sets forth the pre-clearance procedures as well as any exceptions to the pre-clearance requirement.

5.2. Approved Broker Requirement

Any Covered Account, except as otherwise indicated in the RIA Policy, must be maintained with an Approved Broker, as provided under the RIA Policy. In addition, all members of the Manager Solutions Team within WM Managed Solutions & Strategies who perform due diligence on registered funds held in managed accounts are also required to hold mutual fund-only accounts at Approved Brokers.³ Such Manager Solutions employees are also prohibited from trading in mutual funds that they know will be terminated or probated, until that decision has been publicly communicated.

5.3. Blackout Provisions

The personal trading and investment activities of Access Persons are subject to particular scrutiny due to the fiduciary nature of JPMPI’s advisory business. Specifically, JPMPI must avoid even the appearance that its Access Persons conduct personal transactions in a manner that conflicts with JPMPI’s investment activities on behalf of Clients. Accordingly, Access Persons may be restricted from conducting personal investment transactions during certain periods (called “Blackout Periods”), and may be instructed to reverse previously completed personal investment transactions, as set forth under the RIA Policy. Additionally, the Compliance Department may restrict the personal trading activity of any Access Person if it is determined that such activity has the appearance of a conflict of interest.

² Note that, while JPMPI Access Persons are subject to the RIA Policy, as employees of JPMPI affiliates, such individuals are also subject to the Personal Account Dealing Policy – Firmwide. To the extent any provision of the RIA Policy conflicts with the Personal Account Dealing Policy – Firmwide, the more restrictive provision will apply.

³ Access Persons other than the Manager Solutions Team can hold mutual fund-only accounts at non-Approved Brokers per the RIA Policy.

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5.4. Minimum Investment Holding Period and Market Timing Prohibition

As set forth under the RIA Policy, Access Persons are subject to a minimum holding period, generally 60 days, for all transactions in Reportable Securities and, in some cases, for transactions in Reportable Funds.

Access Persons are not permitted to conduct transactions for the purpose of market timing in any Reportable Security or Reportable Fund. Market timing is defined as an investment strategy using frequent purchases, redemptions, and/or exchanges in an attempt to profit from short-term market movements.

Please see the RIA Policy for further details on transactions covered or exempted from the minimum investment holding period.

5.5. Trade Reversals and Disciplinary Action

Transactions by Access Persons are subject to reversal due to a conflict (or appearance of a conflict) with JPMPI’s fiduciary responsibility or a violation of the Code or the RIA Policy. Such a reversal may be required even for a pre-cleared transaction that results in an inadvertent conflict or a breach of Blackout Period requirements under the RIA Policy.

Material violations by Access Persons of the Code or the RIA Policy will be reported to the employee’s group head and senior management. Violations will be reported quarterly to the Board of Directors.

Violations by Access Persons of the Code, the Firmwide Code of Conduct or any laws or regulations that relate to JPMPI’s operation of its business or any failure to cooperate with an internal investigation may result in disciplinary action up to and including immediate dismissal, including termination of regulatory licensing where applicable.

6. Books and Records to be Maintained by Investment Advisers

The Compliance Department is responsible for maintaining books and records in accordance with the Records Management Policy – Firmwide, including:

a) A copy of this Code and any other code of ethics adopted by JPMPI pursuant to Rule 204A-1 that is in effect or has been in effect at any time within the past five years;

b) A record of any violation of the Code, and any Compliance action taken as a result of that violation;

c) A record of all written acknowledgments of the violation for each person who is currently, or was within the past five years, a Supervised Person of JPMPI;

d) A record of each report made by Access Persons required under the Reporting Requirements;

e) A record of the names of persons who are currently, or were within the past five years, Access Persons;

f) A record of any decision, and the reasons supporting the decision, to approve the acquisition or sale of securities by Access Persons under the Personal Account Dealing Policy – Firmwide and/or the RIA Policy. Pre-approval records of certain investments will be maintained for at least five years after the end of the fiscal year in which the approval is granted; and

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g) Any other such record as may be required under this Code, the Personal Account Dealing Policy – Firmwide and/or the RIA Policy.

7. Privacy

Supervised Persons have a responsibility to protect the confidentiality of information related to Clients. This responsibility may be imposed by law, may arise out of agreements with Clients, or may be based on policies or practices adopted by JPMPI. Certain jurisdictions have regulations relating specifically to the privacy of individuals and/or business and institutional customers. All business units and geographic areas within JPMC are subject to the JPMC Privacy Policy – Firmwide.

The restriction on disclosing confidential information is not intended to prevent Supervised Persons from reporting to the government or a regulator any conduct Supervised Persons believe to be in violation of the law, or from responding truthfully to questions or requests from the government, a regulator or in a court of law.

8. Anti-Corruption

It is the policy of JPMC to comply with the anti-corruption laws that apply to JPMPI’s operations (and investments where JPMPI is deemed to have control), which laws include the United States Foreign Corrupt Practices Act, the Bank Secrecy Act, the USA Patriot Act, as well as anti-corruption laws and regulations of other countries in which JPMPI conducts business. JPMPI Supervised Persons are subject to JPMC’s Anti-Corruption Policy – Firmwide and JPMC’s Anti-Money Laundering Policy – Firmwide, which address these risks.

JPMC must never compromise its reputation by engaging in, or appearing to engage in, bribery or any form of corruption. Bribery and corruption are crimes with potentially severe penalties to JPMC and its employees and directors. The firm has zero tolerance for such activity.

9. Conflicts of Interest

The following is a summary of commonly identified employee conflicts of interest, more details of which may be found under the applicable JPMPI policy and/or the Firmwide Code of Conduct.

9.1. Trading in Securities of Clients

Supervised Persons shall not transact in any securities of a Client with which the Supervised Person has or recently had significant dealings or responsibility on behalf of JPMPI if such investment could be perceived as effected based on confidential information, including MNPI.

9.2. Trading in Securities of Suppliers

Supervised Persons in possession of information regarding, or directly involved in negotiating, a contract material to a supplier of JPMPI may not invest in the securities of such supplier. If you own the securities of a company with which we are dealing and you are asked to represent JPMC in such dealings you must:

a) Disclose this fact to your department head and the Compliance Department; and

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b) Obtain prior approval from the Compliance Department before selling such securities.

9.3. Pre-Clearance Procedures for Value-Added Investors

Prior to any telephone calls, video, and in-person meetings between a Supervised Person and a Value-Added Investor who is meeting to discuss his/her personal investment (or prospective investment) in Reportable Funds, the Supervised Person must obtain pre-clearance from the Compliance Department. In order to obtain pre-clearance approval, the following information must be provided to the Compliance Department prior to the meeting:

a) Date and place of meeting;

b) Name of the Value-Added Investor, his/her employer, and job title;

c) Name of the Reportable Fund in which the Value-Added Investor is invested (or may invest);

d) Names of all JPMC employees in attendance at the meeting and job titles; and

e) Purpose of the meeting.

The Compliance Department will review the pre-clearance request and respond via email and will ensure that appropriate controls are instituted.

9.4. Gifts and Entertainment

Supervised Persons must avoid circumstances that may cause, or create the appearance of, a conflict of interest between JPMPI and its clients or other business or commercial contacts. Supervised Persons may not give or receive anything of value, directly or indirectly, to influence improper action or obtain an improper advantage. Furthermore, the giving and receiving of gifts, including entertainment and hospitality, to or from persons who do or seek to do business with JPMPI have the potential to create actual conflicts or the appearance of conflicts, and may negatively impact JPMPI.

Gifts and entertainment can take many forms, including but not limited to: goods or services for which employees are not required to pay the retail or usual and customary cost; meals or refreshments; tickets to entertainment or sporting events; the use of a residence, vacation home or other accommodation; travel expenses; or charitable contributions or organization sponsorships. In addition to gifts and entertainment, JPMPI Supervised Persons may not make, direct or solicit any other person to make, any political contribution or provide anything else of value to anyone for the purpose of influencing or inducing the awarding or retention of investment advisory services business.

Guidelines that are more specific are set forth under the Firmwide Code of Conduct and the Gifts & Entertainment Policy – WM Global. Supervised Persons are required to log all gifts subject to reporting for approval in accordance with the foregoing policy and any violations of the policy are subject to guidelines governing disciplinary action and escalation with regard to Supervised Persons.

All gifts and entertainment provided to a Government Official (either U.S. or non-U.S.) must be pre-cleared by Compliance to ensure that they comply with jurisdictional restrictions.

9.4.1. Gifts

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Supervised Persons are not permitted to give gifts to Clients / third-party providers. Exceptions to this prohibition may be approved for gifts given to Clients / third-party providers for certain milestone life events or other region-specific customary occasions that are outlined in the Gifts & Entertainment Policy – WM Global.

● Supervised Persons are prohibited from giving any gifts to Clients / third-party service providers who are ERISA Plan Sponsors or Union Officials, as defined in the Gifts & Entertainment Policy – WM Global.

● Supervised Persons who are FINRA Registered Representatives and Non-Registered Associated Persons of a Broker-Dealer, regardless of line-of-business or location, are subject to the USD100 per client per year restriction.

Supervised Persons are furthermore generally prohibited from accepting gifts of any kind, however, there are certain situations where it is permissible in accordance with the Firmwide Code of Conduct.

● Supervised Persons are prohibited from accepting any gifts from Clients / third-party providers who are ERISA Plan Sponsors or Union Officials, as defined in the Gifts & Entertainment Policy – WM Global.

9.4.2. Entertainment

Supervised Persons must exercise prudent judgment in conducting business entertainment. As a general rule, business entertainment must be within the limits of the Asset & Wealth Management Expense Policy and applicable local expense policies, and will not be considered a gift to the Client / third-party provider if the employee is present for the business entertainment. If, however, the employee is not present for the business entertainment, such entertainment will be considered a gift subject to the relevant limits and approvals set forth in the Gifts & Entertainment Policy – WM Global.

● Supervised Persons are prohibited from giving business entertainment to Clients / third-party providers who are ERISA Plan Sponsors or Union Officials, as defined in the Gifts & Entertainment Policy – WM Global.

Supervised Persons must also exercise prudent judgment when being hosted by Clients / third-party providers. Business entertainment hosted by such individuals that is so lavish, excessive or inappropriate that it could give rise to an inference of impropriety or create or appear to create conflict of interest must be declined or, if identified as such only at the event, reviewed immediately following the event with Supervisory Management or senior management.

● Supervised Persons are not permitted to accept business entertainment from ERISA Plan Sponsors and Union Officials, as defined in the Gifts & Entertainment Policy – WM Global.

9.5. Political Contributions and Activities

JPMC has a strict policy that forbids political contributions made on behalf of JPMC unless pre-approved. In accordance with Advisers Act Rule 206(4)-5, Supervised Persons are prohibited

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from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities. In addition, Supervised Persons are prohibited from considering JPMPI’s current or anticipated business relationships as a factor in making political or charitable donations. Additional requirements, restrictions, and other disclosures regarding all political activities are described under the Firmwide Code of Conduct and the Political Contributions and Political Activities Policy – WM US Registered Investment Advisers. Supervised Persons should ensure compliance with these and any other applicable policies before directly or indirectly:

● making or soliciting political contributions or other payments to government officials, political action committees or state or local parties; or

● paying or agreeing to pay, or causing JPMPI to pay or agree to pay, anyone to solicit government entities to invest in the Unregistered Funds or Registered Funds.

Supervised Persons are also required to report to their supervisor any contact or anticipated contact or client-facing activities with government entities.

Violations of these requirements are subject to the Global Anti-Corruption Violation Framework.

9.6. Charitable Contributions

Charitable contributions made on behalf of JPMC must adhere to the Firmwide Code of Conduct and the Asset & Wealth Management Expense Policy.

9.7. Outside Interests

A Supervised Person’s outside interests must not reflect adversely on JPMPI or give rise to a real or apparent conflict of interest with the Supervised Person’s duties to JPMPI or its Clients. Supervised Persons must be aware of potential conflicts of interest and be aware that they may be asked to discontinue any outside activity if a potential conflict arises. Supervised Persons may not, directly or indirectly:

a) Accept a business opportunity from someone doing business or seeking to do business with JPMPI that is made available to the Supervised Person because of the individual’s position with JPMPI;

b) Take for oneself a business opportunity belonging to JPMPI; or

c) Engage in a business opportunity that competes with any of JPMPI’s businesses.

More specific guidelines are set forth under the Firmwide Code of Conduct and the Outside Interest Policy – Firmwide.

If any material change in relevant circumstances occurs, Supervised Persons must seek clearance for a previously approved activity. A material change may arise from a change in your job or association with JPMPI or in your role with respect to that activity or organization. Supervised Persons are required to be continually alert to any real or apparent conflicts of interest with respect to investment management activities and promptly disclose any such conflicts to the Compliance Department. Supervised Persons must also notify the Compliance Department when any approved outside activity terminates.

Regardless of whether an activity is specifically addressed under the Firmwide Code of Conduct, Supervised Persons should disclose any personal interest that might present a conflict of interest or harm to the reputation of JPMPI.

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10. Training

All Supervised Persons, as employees of JPMC, are required to take several training courses given each year by the Compliance Department (e.g., AML, Privacy, and Code of Conduct). In addition, upon notification by the Compliance Department, Supervised Persons may be required to attend additional trainings related to regulatory requirements or risk assessments.

Failure to attend and/or complete required training courses will be subject to guidelines governing disciplinary action and escalation with regard to Supervised Persons.

Compliance may, from time to time, distribute Compliance Bulletins reinforcing or clarifying prior guidance, communicating new regulatory developments, or the adoption or amendment of policies, procedures or controls.

11. Escalation Guidelines

JPMC’s Compliance Violation Framework is an internal Compliance Department document and is used to notify group heads, managers and/or Human Resources (HR) of employee violations of Compliance policies along with the assigned severity of the applicable violations.

11.1. Violations Prior to Material Violation

While the group head is notified of all violations, he/she is required to have a meeting with the employee when the Supervised Persons’ next violation would be considered material, in order to stress the importance of the requirement and inform the employee about the ramifications for not following the policy. The employee is also required to acknowledge, in writing, (form to be provided by Compliance) that that he/she is aware of the ramifications for noncompliance and he/she will be compliant going forward. The written acknowledgement is signed by both the employee and group head, and returned to the Compliance Department for record keeping.

11.2. Material Violations

All material violations require the group head (MD level) and the Compliance Department to have a meeting with the employee and document in writing that the employee acknowledges the material nature of the violation and that he/she will be compliant going forward. The written acknowledgement, signed by the employee and group head, will be stored in the Compliance Department’s violations records. Additionally, HR is notified of all material violations and follows their established guidelines for disciplining the employee and recording such events in the employee’s personnel file.

There will be a mandated suspension of personal trading privileges for six months for all material violations of the personal trading or Access Persons requirements. Compliance and the group head may allow transactions for hardship reasons, but require documentation for pre-clearance.

An employee’s receipt of a material violation is considered when determining the employee’s annual compensation and eligibility for promotion.

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12. Defined Terms

Access Persons	Access Persons of JPMPI include: (1) Any director or officer of JPMPI; and (2) Any Supervised Person, and any other individual designated by JPMPI’s CCO (or a properly authorized designee), who: ●   has access to non-public information regarding the purchase or sale of securities for any Client; ●   is involved in making securities recommendations to, or investment decisions on behalf of, Clients (or who has access to such recommendations that are nonpublic); or ●   directly provides or is directly involved in providing investment advice to Clients
Approved Broker	Any broker on the list of “Approved Brokers” as set forth under the Personal Account Dealing Asset Management Supplement.
Covered Account	An account in the name of or for the direct or indirect benefit of a Supervised Person or a Supervised Person’s spouse, domestic partner, minor children and any other person for whom the Supervised Person provides significant financial support, as well as to any other account over which the Supervised Person or any of these other persons exercise investment discretion, regardless of beneficial interest. Excluded from Covered Accounts are any 401(k) and deferred compensation plan accounts for which the Supervised Person has no investment discretion.
Automatic Investment Plan	A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
Beneficial Ownership	Any interest held directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, or any pecuniary interest in equity securities held or shared directly or indirectly, subject to the terms and conditions set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934.
Client	Any entity (e.g., person, corporation or collective investment vehicle such as an Unregistered Fund or Registered Fund) for which JPMPI provides advisory services or has a fiduciary responsibility.
Federal Securities Laws	The Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes- Oxley Act of 2002, the Investment Company Act of 1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted by the Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury, each as may be amended and/or restated from time to time.
Government Official	Refer to the Defined Terms section in the Anti-Corruption Policy – Firmwide and Section 7.1.2 of the Gifts & Entertainment Policy – WM Global.
Initial Public Offering	An offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended
JPMC	J.P. Morgan Chase & Co.
Limited Offering	Is an offering that is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) or Section 4(6) or pursuant to Rules 504, 505 or 506 thereunder

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Proprietary	Within the context of this Code is: 1)  any research conducted by JPMPI or its affiliates; 2)  any non-public information pertaining to JPMPI or its affiliates; or 3)  all Reportable Funds
Registered Fund	Any investment company registered as such under the Investment Company Act of 1940, as amended
Reportable Fund	Any Registered Fund or Unregistered Fund for which JPMPI or an affiliate acts as investment adviser, subadviser or principal underwriter
Reportable Security	Is a security as defined under Section 202(a)(18) of the Advisers Act held for the direct or indirect benefit of an Access Person, including any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Excluded from this definition are: 1)  Direct obligations of the Government of the United States; 2)  Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; 3)  Shares issued by money market funds; and 4)  Shares issued by open-end funds other than Reportable Funds
SEC	Securities and Exchange Commission
Supervised Persons	Employees of JPMPI affiliates who perform activities or services for JPMPI that are typically provided by employees of a registered investment adviser (other than administrative or clerical services). JPMPI’s Supervised Persons also include: any director, officer, partner or member of JPMPI (or other persons occupying a similar status or performing similar functions) and any other person who provides advice on behalf of JPMPI and is subject to JPMPI’s supervision and control.
Supervisory Management	A global business control function within Wealth Management providing supervision and oversight for sales, products and events teams.
Unregistered Fund	Any collective investment vehicle that would be an investment company as defined under the Investment Company Act of 1940, as amended, but for Sections 3(c)(1) or 3(c)(7) thereof
Window List Personnel	Employees who are subject to the Personal Account Dealing Policy – Firmwide and whose position, the nature of their work, or their access to information at JPMC indicates that they have access or potential access to MNPI relating to JPMC. Examples of such MNPI may include, but are not limited to, firmwide or full line of business forecast financials, significant regulatory matters such as litigation or legal reserves, new business initiatives and significant compliance and/or control matters.
Value-Added Investor	An executive level officer (i.e., president, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Partner) or director of a company, who, due to the nature of his/her position, may obtain material, non-public information

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13. Document Information

Document Owner-Approver | Function or Line of Business |Country	James Goldstein, N080070, Executive Director	WM Solutions Compliance	USA
Document Primary Contact	Daniel Goldfarb, N596763, Vice President
Document Manager	Jonathan Haynes, V629244, Vice President
Annual Approval Date	December 31, 2020

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EX-99.(P)(15)

BlueBay Personal Account Dealing Policy

Relevant Rules:	FCA COBS 11.7, Rule 204A-1(a)(3),(b),(e) under the Investment Advisers Act, SEC 17 CFR Parts 270, 275 and 279
Rules Summary:	As a firm that conducts designated investment business, we are required by the FCA and SEC to establish, implement and maintain procedures governing personal account dealing by our Employees

Policy Owner	Version #	Date of Last Review	Date of Next Review
Compliance Team	3	December 2020	December 2021

1. Coverage of Staff

This Personal Account Dealing policy applies to all “Covered Persons” as defined in the BlueBay Global Compliance Handbook. Covered Persons are required to familiarise themselves and comply with this Policy. For this policy “Covered Persons” also includes “Connected Persons” as defined below.

You should consult with Compliance if you have any questions about this Policy.

Connected Persons include:

● Your spouse or civil partner or partner considered by national law as equivalent to a spouse, or partner with whom you share a household; your dependent children and/or step children; and those of your spouse or civil partner, or Partner considered by national law as equivalent to a spouse;

● Any other of your relatives who share your household;

● Any person whose relationship with you is such that you have, or could be seen to have, a direct or indirect material interest in the outcome of the trade, other than a fee or commission for the execution of the trade;

● Any other person if you have any influence over that person’s investment decisions; and

● Other persons or entities with accounts over which you have control including by power of attorney.

Please refer to the Amended Application of Policy section for information relating specifically to Compliance staff, Partners and employees on garden leave, and Non-Executive Directors.

2.  BlueBay Code of Ethics System

BlueBay uses FIS Protegent Personal Trading Assistant (PTA), an online application, to manage all personal account dealing activity. The system is referred to internally as the “Code of Ethics System”

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and can be accessed via a link on the BlueBay Intranet home page using Internet Explorer. There is a user guide and if you have any questions please ask Compliance for assistance.

3.  Coverage of Staff

The following restrictions apply with regard to all personal account transactions:

I. Conflicts of Interest Relating to Personal Account Dealing: Covered Persons cannot execute transactions if there is any potential for the transaction to work against the interests of BlueBay or its clients, including transactions which may create the perception of a conflict of interest. In the event of any potential conflicts of interest, the interests of BlueBay and its clients will prevail. Transactions which might give rise to the appearance of dishonesty or which might call the credibility of BlueBay, its Partners or employees into question are not permitted. Covered Persons are required to contact Compliance if they become aware of any potential conflict of interest.

Compliance will consider each request to trade and may refuse permission to trade if there is a perceived or potential conflict of interest between the interests of BlueBay, its Partners or employees and BlueBay’s clients.

II. Market Manipulation: You must not engage in any personal account dealing that may constitute market abuse or market manipulation, including trading when in possession of any price sensitive information.

If there are any concerns about a transaction that you are considering, or whether information you have may be price-sensitive you should consult with Compliance before you deal.

III. Shorting: Shorting securities is subject to legal restrictions and prohibitions in many jurisdictions. If you wish to short you should contact Compliance to ensure that you trade in accordance with applicable legal obligations on shorting.

IV. Denials: Compliance has ultimate discretion in deciding whether a Covered Person may trade. Compliance will not necessarily provide an explanation for the reasons for refusal. If permission to trade is not given, Covered Persons must not ask any other person to execute the transaction on his/her account or pass any information or opinion to any other person if the Covered Person knows that the other person will trade or encourage another person to trade.

V. The Policy applies to Covered Persons as defined in the Compliance Handbook. All Covered Persons are responsible for ensuring they understand and comply with the Policy.

4.  Coverage of Securities

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The following are subject to preclearance, reporting, and holding period requirements:

● All equity, fixed income and derivative securities consistent with the definition of “security” under Investment Company Act of 1940, under Section 2(a)(36), and “designated investment” under FCA COBS 11.7;

● Bond and debt instruments issued by governments and supranationals (excluding United States Government as indicated below); and

● Limited offerings, private placements and initial public offerings (IPOs)

In this policy the above will be referred to collectively as “Covered Securities”.

The following investments are excluded from the preclearance, reporting and holding period requirements:

● Securities in accounts where total discretion over investment transactions is handed over to a broker or bank and Covered Persons do not have any input to investment decisions;

● Exchange traded funds, mutual funds, investment trusts, unit trusts, and open-ended investment companies that are not advised or sub-advised by BlueBay or any BlueBay affiliate;

● Index derivatives, foreign currency, commodities and cryptocurrencies;

● Direct obligations of the United States Government;

● Bankers’ acceptances, bank certificates of deposit and commercial paper;

● Spread betting in indices and sports

You should consult with Compliance if you are unsure whether a security is a Covered Security.

5.  Preclearance Requirement

The following requirements apply to Covered Securities:

I. Line Manager approval: Covered Persons must obtain approval from their line manager prior to requesting pre-clearance to trade any covered security. This approval should be forwarded to compliancecoe@bluebay.com.

II. Requesting Preclearance: Covered Persons must obtain preclearance from Compliance prior to executing any trade in a Covered Security via the Code of Ethics System. Approval or denial will be communicated via email.

III. Restrictions: Compliance will deny any requests to trade which could lead to an actual or perceived conflict of interest between a Covered Person, BlueBay or its clients.

6.  Preclearance of Derivatives

When trading in derivatives such as options, preclearance must be obtained at the point of purchase and sale of the option, and at the point of exercise of any rights acquired with the derivative. Preclearance is not required at the point of exercise of any rights by the party to the trade.

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7.  Approval Time Frame

If Compliance gives permission to trade, this is valid for 24 hours from the time permission is given. An extra day can be granted upon request to Covered Persons trading in different time zones.

If the trade order is not submitted during the approval period, a further request for preclearance must be submitted to Compliance.

8.  Holding Period Requirement

I. Holding Period: Personal account dealing is permitted at BlueBay if it is primarily for long-term investment purposes rather than short-term trading. Therefore, Covered Persons cannot sell a security within 30 days of purchase of that security or buy a security within 30 days of sale of that security. Covered Persons based in BlueBay’s Tokyo office cannot sell a security within 6 months of purchase of that security or buy a security within 6 months of sale of that security.

II. The holding period applies on a First in First Out (“FIFO”) basis, which means that if you have traded more than 30 days¹ previously and then trade within the prior 30 days, you can only close out the position of the securities that were traded more than 30 days previously.

III. Holding Period Exemption: Covered Persons will only be permitted to sell within the holding period in the event of exceptional personal circumstances. Exemptions are only applicable when granted by Compliance in response to a trade request. The decision on whether a Covered Person is permitted to sell in the event of an exceptional personal circumstance is made by the Compliance Officer in consultation with a member of the Management Committee.

9.  Reporting Requirements

I. Disclosure of Trading Accounts: Covered Persons must disclose the following accounts in the Code of Ethics System:

All accounts through which Covered Persons may trade investment products, where the Covered Person carries investment discretion (this includes accounts over which Covered Persons have influence but where they have no direct ownership or interest). This includes:

o Brokerage accounts;

¹ Or 6 months if based in Tokyo.

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o Regular savings plans including Personal Equity Plans (PEP) and Individual Savings Accounts (ISA);

o Self-Invested Personal Pension (SIPP) schemes;

o Employment Retirement Account (401k and 403b) schemes and Individual Retirement Account (IRA) schemes;

o Accounts in the name of limited companies set up by contract employees

II. Disclosure of Initial Holdings: New joiners must disclose existing accounts in the Code of Ethics System within 30 days of joining BlueBay, and thereafter Covered Persons must promptly disclose new and closed accounts.

III. Certifications: Covered Persons are required to complete Personal Account Dealing certifications in the Code of Ethics System within the specified time frame as requested by Compliance.

IV. Account Statements: Covered Persons are required to provide copies of broker transaction history statements and holding statements for accounts used to trade Covered Securities.

Covered Persons are required to arrange for their broker and other parties through which they trade to provide duplicate copies of statements direct to Compliance. The template Letter to Security Trading Firm Requesting Duplicate Documents is available here.

Compliance conducts quarterly monitoring using the statements to check for compliance with the policy.

Compliance has an arrangement with certain brokers to provide a statement feed to the BlueBay Code of Ethics System. Trade activity is automatically monitored against details in the Code of Ethics System to check for compliance with the policy. If you have any questions about this please contact Compliance.

10. Excessive Trading

BlueBay permits personal account dealing so that staff can engage in responsible investment, but excessive trading is not permitted. High levels of transactions and high frequency of trading may be regarded as constituting excessive trading. Compliance will regularly review individual trading activity to monitor trading levels. Any issues with regard to level of trading will be raised with you and discussed with senior management to determine whether it is appropriate.

11. Reporting Pursuant to Rule 17j-1 of the Investment Company Act of 1940, as Amended

On a quarterly and annual basis Compliance provides required reports to the Board of Trustees of any registered investment company for which it serves as investment adviser or sub-adviser.

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12. Confidentiality

Compliance reviews details of trading to identify excessive trading and/or trades that may give rise to potential conflicts of interest between Covered Persons and clients/investors.

Personal account dealing information is viewed by Compliance and relevant individuals in a management position. Certain information may be provided to external parties for legal and regulatory purposes. Information is shared on the basis that it is treated in strict confidence.

13. Amended Application of Policy

The application of the policy is amended for Compliance, Connected Persons, Partners and employees on Garden Leave, and Non-Executive Directors as set out below.

Compliance Staff: Compliance staff that are responsible for preclearing staff transactions cannot approve their own personal transactions. Another member of Compliance will review and approve or deny any transactions requested by a member of Compliance. A member of the Management Committee will review and approve or deny any transactions requested by the Compliance Officer.

Connected Persons: Connected persons may hold full discretion on their personal trading accounts and therefore may be excluded from the pre-clearance requirements outlined in this document. Where a connected person holds full discretion, the connected person must email compliancecoe@bluebay.com declaring that they hold full discretion on their account. Following, that person will be excluded from the pre-clearance requirements but will be subject to reporting requirements including the sharing of broker statements on a quarterly basis.

Partners and Employees on Garden Leave: Partners and employees are required to comply with the policy whilst on garden leave. Partners and employees on garden leave do not have access to the Code of Ethics System so they are not required to complete quarterly certifications, but they are required to comply with the preclearance and holding period requirements, and to provide Compliance with copies of broker statements.

Non-executive Directors: A Non-Executive Director (NED) will be exempted from this Policy based on a determination by Compliance that the NED is either subject to the code of ethics of another RBC Global Asset Management entity that complies with Rule 204A-1 under the Investment Advisers Act of 1940, or (i) does not have access to non-public information regarding any client’s purchase or sale of securities, or non-public information regarding the portfolio holdings of any fund advised or sub-advised by BlueBay or an RBC Global Asset Management entity, and (ii) is not involved in making securities recommendations to clients, and does not have access to such recommendations that are non-public. NEDs will provide an initial certification to Compliance, and at least once annually thereafter. NEDs must immediately notify Compliance upon any change to the relevant facts and circumstances that formed the basis of the initial determination.

14. Private Investments

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Covered Persons must comply with pre-approval and reporting requirements for any private investments, including but not limited to:

● Investment in a start-up company;

● Investment through crowd-funding;

● Equity purchase in a private (non-listed) company;

● Loan investment in a private company; and

● Involvement in any clubs or groups which arrange for investment or other capital-raising in private companies.

The approval and disclosure requirements apply to private investments as follows:

● New Investments: Covered Persons must request and obtain approval from Compliance prior to making any new investments;

● New Joiners: New joiners must disclose existing investments to Compliance within 30 days of joining BlueBay;

● Changes to Investments: Covered Persons must promptly inform Compliance of any changes to investments.

Approval requests and disclosures should be submitted to Compliance via the Code of Ethics System (“Private Investment Disclosure Form”). Compliance will review all requests to ensure conflicts of interest are prevented or can be managed.

15. Investment Clubs

On joining BlueBay you are required to obtain Compliance approval of any existing investment club memberships. Thereafter prior to joining any additional investment club, Covered Persons must obtain preclearance from Compliance.

16. Royal Bank of Canada (RBC) Securities

As part of the RBC group, BlueBay is subject to additional restrictions with regards to transactions in RBC securities and these restrictions apply to all Covered Persons. The restrictions that apply are as follows:

Short Sales: All Covered Persons are prohibited from selling, directly, or indirectly, RBC securities if they are not owned or have not been fully paid for (a “short sale”).

Options: All Covered Persons are prohibited from, directly or indirectly, buying or selling, a call or put in respect of RBC securities.

Inside Information: Any employee or Partner who possesses inside information about RBC must not trade in RBC Securities until the 2nd business day following the day on which the inside information is made public by RBC press release or other official announcement or until all

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material information has been disclosed or is no longer material and there is no reasonable prospect of obtaining further inside information.

Trading Windows: Transactions are only permitted in RBC securities during open trading window periods as established by RBC senior management. Details of the trading windows can be found on the BlueBay Compliance intranet site. Trading window restrictions apply to existing holdings of RBC securities as well as new purchases. During closed trading windows, RBC shares may be transferred between like accounts (e.g. between registered accounts) at any time as long as the total number of securities owned (directly or beneficially) or controlled does not change. Any proposed transfer of holdings between accounts should be disclosed to Compliance prior to the proposed transfer. Discretionary managed accounts for all Partners and employees, except for reporting insiders, are exempt from the trading windows.

Operation of the RBC Trading Windows: All trades in RBC securities must be executed within an open window period. Settlement outside the open window is permitted provided execution occurred within the open window period. In certain circumstances, it may be necessary for RBC to amend or to close the trading window for some or all Partners and employees. In such cases, BlueBay Compliance will inform anyone to whom the closure applies as soon as notification is received from RBC.

17. Compliance Discretion

Compliance retains discretion with regard to variations to the policy including imposing additional restrictions at any time. Any variations to the policy that Compliance apply will be documented.

18. Breaches of this Policy

If a Covered Person is found to be in breach of the policy, Compliance will conduct analysis to determine if the transaction would have been permitted. Compliance may enforce the reversal of a position, and/or a donation of any profit arising from the transaction(s) to charity.

All breaches are recorded in an error form and reported to the Head of Technology & Operational Risk. Breaches are reported to the BlueBay Board of Directors at the end of each quarter.

Compliance maintains a record of all breaches of the policy. If a Covered Person breaches the policy twice within a two year period, or if a Covered Person commits a serious breach of the policy (as determined by the Compliance Officer) they will be referred to HR and could be subject to BlueBay disciplinary procedures.

19. BlueBay Funds

You may invest in BlueBay funds in two ways, firstly where the investment is directed by BlueBay as part of your employment with the firm, including bonus arrangements. These investments are “locked

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in” for a prescribed period and, during that lock in period, these do not require pre-approval and are not reportable to Compliance.

The second way to invest is where you decide to make a personal investment in any BlueBay funds. This will also include personal investment decisions in BlueBay funds that you decide to make in relation to investments that were originally directed by BlueBay once the locked in period has ended and you take over responsibility for the investment decisions related to those assets.

For these personal investments, there is generally no pre-approval requirement (other than described in Appendix A below). BlueBay maintains a record of these investments in accordance with regulatory requirements.

Coverage of BlueBay Affiliated Funds: Investments in BlueBay affiliated funds should be reported to Compliance but do not need to be precleared.

20. Partner/Employee/Family Seed Funding

Employees, Partners and their Immediate Family Members may be permitted to invest in the fee-free share classes on the day of launch of new funds managed by BlueBay. The analysis of whether such fee-free investments will be made available is undertaken for each fund launch, based on a number of factors, including the amount of funding provided by third party investors.

Investment on a fee-free basis will only be permitted on the day of launch of the fund and later, if there are no external investors; thereafter all initial and additional subscriptions will be in fee-paying share classes. The fee-free investment will not be treated as a taxable benefit-in-kind on the grounds that the seed money is to facilitate the launch of the fund.

Immediate Family Members will include your:

● Spouse or civil partner or partner considered by national law as equivalent to a spouse;

● Children and/or step children;

● Parents and/or step parents; and

● Siblings and/or half siblings.

The investment by the Partner, Employee or Immediate Family Member is subject to the minimum subscription amounts described in the fund prospectuses which are available on the Product Development Department intranet site.

You will need to follow a similar process to any other investor and complete respective subscription documents and provide AML/KYC documents to the relevant administrator.

When considering whether to invest in BlueBay funds, you/your Immediate Family Member should remember that share prices can fall as well as rise. If you are unsure about dealing in shares, you/your Immediate Family Member may wish to contact an independent financial adviser as these types of

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investment may not be suitable for everyone. BlueBay cannot provide you/your Immediate Family Member with financial advice.

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Personal Account Dealing Policy Appendix A

Appendix A: Preclearance required for BlueBay Partner and Employee direct investments into Cayman and Delaware domiciled open-ended vehicles which are BlueBay sponsored funds

As noted in the section ‘BlueBay funds’ above, where any BlueBay Partner or Employee intends to make any direct personal investment in an open ended pooled fund organised and offered by BlueBay Asset Management in either a Cayman or Delaware vehicle (a “Covered Fund”), the BlueBay Partner or Employee must obtain preclearance from Compliance through the BlueBay Compliance Reporting System (Code of Ethics System) prior to initiating any such investment.

The preclearance requirement outlined is to enable BlueBay and the Royal Bank of Canada to comply with applicable requirements of section 13 of the US Bank Holding Company Act, more commonly known as the Volcker Rule. For specific funds sponsored by BlueBay, including Covered Funds, BlueBay is required to ensure that only employees directly providing services or certain ancillary services may invest in the fund.

This specific preclearance requirement applies to any BlueBay Partner or Employee direct personal investment into a segregated portfolio of the SPC, and either the Cayman or Delaware feeder vehicles of Event Driven Credit Fund, Credit Alpha Long Short Fund, Emerging Market Fixed Income Opportunity Fund and Emerging Market Corporate Alpha Fund.

If Compliance gives permission to invest in a Covered Fund hereunder that is valid for 30 business days after permission is given. After the 30 business days has passed you should resubmit the application if you have not invested and still wish to do so.

Compliance preclearance will not be required for:

  I. Additional subscriptions to a Covered Fund for which permission under this Appendix has been given;

 II. Investments held in a Covered Fund as at 30 June 2015;

III. Additional subscriptions to Covered Fund where investments were held at 30 June 2015

IV. Redemptions from a Covered Fund; or

 V. Investments in shares which are related to a deferred share award made in connection with your employment, either at initial time of such award or any consequential investment made at the end of a deferral period (which shall be subject to applicable BlueBay Human Resources procedures)

If you have any queries about preclearance requirements and application to a proposed investment in a BlueBay fund please contact Compliance to discuss before you make the investment.

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This document is proprietary information of the BlueBay group, and it may be issued in the European Economic Area (EEA) by BlueBay Funds Management Company S.A. (the ManCo), which is regulated by the Commission de Surveillance du Secteur Financier (CSSF). In Germany and Italy, the ManCo is operating under a branch passport pursuant to the Undertakings for Collective Investment in Transferable Securities Directive (2009/65/EC) and the Alternative Investment Fund Managers Directive (2011/61/EU). In the United Kingdom (UK) by BlueBay Asset Management LLP (BBAM LLP), which is authorised and regulated by the UK Financial Conduct Authority (FCA), registered with the US Securities and Exchange Commission (SEC) and is a member of the National Futures Association (NFA) as authorised by the US Commodity Futures Trading Commission (CFTC). In United States, by BlueBay Asset Management USA LLC which is registered with the SEC and the NFA. In Switzerland, by BlueBay Asset Management AG where the Representative and Paying Agent is BNP Paribas Securities Services, Paris, succursale de Zurich, Selnaustrasse 16, 8002 Zurich, Switzerland. The place of performance is at the registered office of the Representative. The courts of the registered office of the Swiss representative shall have jurisdiction pertaining to claims in connection with the distribution of shares in Switzerland. In Japan, by BlueBay Asset Management International Limited which is registered with the Kanto Local Finance Bureau of Ministry of Finance, Japan. In Australia, BBAM LLP is exempt from the requirement to hold an Australian financial services license under the Corporations Act in respect of financial services as it is regulated by the FCA under the laws of the UK which differ from Australian laws. In Canada, BBAM LLP is not registered under securities laws and is relying on the international dealer exemption under applicable provincial securities legislation, which permits BBAM LLP to carry out certain specified dealer activities for those Canadian residents that qualify as “a Canadian permitted client”, as such term is defined under applicable securities legislation. The BlueBay group entities noted above are collectively referred to as “BlueBay” within this document. The registrations and memberships noted should not be interpreted as an endorsement or approval of BlueBay by the respective licensing or registering authorities.

This document is intended only for “professional clients” and “eligible counterparties” (as defined by the Markets in Financial Instruments Directive (“MiFID”) or in the US by “accredited investors” (as defined in the Securities Act of 1933) or “qualified purchasers” (as defined in the Investment Company Act of 1940) as applicable and should not be relied upon by any other category of customer. Policy wording is subject to change without notice. No part of this document may be reproduced, redistributed or passed on, directly or indirectly, to any other person, or published for any purpose without the prior written consent of BlueBay. Copyright 2021 ^© BlueBay is a wholly-owned subsidiary of Royal Bank of Canada (RBC), and BlueBay may be considered to be related and/or connected to RBC and its other affiliates. ^® Registered trademark of RBC. RBC GAM is a trademark of RBC. BlueBay Funds Management Company S.A., registered office 4, Boulevard Royal L-2449 Luxembourg, company registered in Luxembourg number B88445. BlueBay Asset Management LLP, registered office 77 Grosvenor Street, London W1K 3JR, partnership registered in England and Wales number OC370085. The term partner refers to a member of the LLP or a BlueBay employee with equivalent standing. Details of members of the BlueBay Group and further important terms which this document is subject to can be obtained at www.bluebay.com. All rights reserved.

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EX-99.(P)(16)

Code of Ethics

VII.    Muzinich & Co. Global Code of Ethics

Policy Summary

The Muzinich & Co. Global Code of Ethics (the “Code”) is comprised of the following policies:

A.   Personal Securities Policy

B.   Insider Trading Policy

C.   Gifts and Entertainment Policy

D.   Anti-Bribery and Corruption Policy

E.   Outside Activities Policy

F.   Conflicts of Interest Policy

G.   Political Contributions and Political Activities Policy

The policies and procedures set out in the Code apply to Muzinich & Co., Inc., Muzinich & Co. Limited and their affiliates (together, the “Company”). This Code and the Company’s Compliance Manuals (and relevant supplements) may be accessed on the Company’s intranet (http://muz-ldn-sp1/sites/Home/default.aspx) and in StarCompliance, as defined below.

Definitions

The below definitions are applicable to all policies that comprise the Code. Each policy may reference additional definitions.

40 Act – The U.S. Investment Company Act of 1940, as amended.

40 Act Boards – The U.S. board of directors that oversee the 40 Act Funds as defined below.

40 Act Funds – Includes pooled investment vehicles of a company that is registered under the 40 Act for which Muzinich & Co., Inc. is the investment advisor or sub-adviser.

Access Person – Includes all persons employed by Muzinich & Co., Inc., Muzinich & Co. Limited, any of its affiliates and/or any consultant, intern, or other third party deemed to be a “Access Person” as determined by Compliance. Compliance has the discretion to not consider and/or to no longer consider an individual to be an Access Person.

Advisers Act – The U.S. Investment Advisers Act of 1940, as amended.

Affiliated Fund – Any registered Investment Company and series of such company or portion thereof, or other collective investment scheme, for which the Company is the investment manager, investment adviser or sub-advisor.

CEO – George Muzinich.

Clients – Any account for which the Company acts as investment manager, investment advisor or sub-adviser.

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Code – The Muzinich & Co. Global Code of Ethics.

Company – Muzinich & Co., Inc., Muzinich & Co. Limited and their affiliates

Compliance – Together, the Chief Compliance Officer of Muzinich & Co., Inc. and/or his/her designees and the Head of Compliance, Europe and/or his/her designees.

Compliance Manuals – Together, the compliance manuals (and relevant supplements) of Muzinich & Co., Inc., Muzinich & Co. Limited and their affiliates.

FCA – The U.K. Financial Conduct Authority.

GC – General Counsel or his/her designees.

Government Official – The term Government Official has been broadly interpreted to include:

● Any board member, officer or employee or person employed by or acting on behalf of a government department or agency;

● Any officer or employee of a company or business owned in whole or part by a government or government agency (such as the Royal Bank of Scotland and Lloyds Banking Group);

● Any officer or employee of a government international organization (such as the World Bank, European Central Bank or Asian Development Bank); and

● Any officer or employee of a political party or any person acting in an official capacity on behalf of a political party.

Immediate Family – A member of an Access Person’s family that share the same household as the Access Person including his/her spouse, child, parent, or other family member. The term also includes any related or unrelated individual who (i) is financially dependent upon and/or (ii) whose investments are controlled by an Access Person.

Inc. Staff – Any Access Person that is an (i) employee of Muzinich & Co., Inc. or (ii) any consultant, intern, or other third party deemed to be “Inc. Staff” as determined by Compliance.

Ltd. Compliance Manual – The compliance manuals of Muzinich & Co. Limited and its relevant affiliates and their relevant supplements.

Ltd. Staff – Any Access Person that (i) is employed by Muzinich & Co. Limited or its affiliates; and/or (ii) any consultant, intern, or other third party deemed to be “Ltd. Staff” as determined by Compliance.

MiFID – European Union Markets in Financial Instruments Directive.

Restricted List – A list of issuers in which securities transactions of the Company and/or its Access Persons are prohibited when the Company is in possession of material non-public information or when the Company, in its discretion, has determined that personal trading in the securities of the issuer may present a conflict with its Clients.

SEC – The U.S. Securities and Exchange Commission.

StarCompliance – The Company’s automated personal trading and global code of ethics reporting system. (https://muzinich.starcompliance.com)

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Persons Subject to the Code

The Code applies to all Access Persons as defined herein. It should be noted however, that certain policies or procedures of the Code may be applicable only to a subset of Access Persons as outlined in such policies. Additionally, whether a consultant, intern, or other third party will be designated an Access Person will be based on facts and circumstances determined by Compliance. Compliance will notify all Access Persons of their preapproval and reporting requirements under the Code. Compliance has the discretion to not consider and/or to no longer consider an individual to be an Access Person.

Policy

The Company values its integrity, reputation and its adherence to the highest standard of business conduct. Each Access Person’s conduct is integral to the Company’s reputation. As an Access Person you shall endeavor to protect the confidence and trust placed in the Company by its Clients. Each Access Person is responsible for his/her compliance with the Code. Furthermore, the Code is established to detect and prevent violations of applicable laws, rules and regulations and to serve as guidance for Access Persons in their day to day operations.

Certification Requirement

Each Access Person within ten days of becoming an Access Person, and annually thereafter, shall file a certification indicating that he/she has received, read, understood and will comply and/or has complied with the Code. A consultant, intern, or other third party who is not deemed an Access Person may be required to sign a Non-Disclosure Agreement, which may be obtained from the GC or Compliance.

Training

Each Access Person must attend a training session covering the policies and procedures outlined in the Code within a reasonable time period upon becoming an Access Person, and periodically thereafter on relevant policies and procedures outlined in the Code. Compliance is available to all Access Persons to address any questions relating to the Code.

Recordkeeping

Compliance shall maintain or cause to be maintained in a readily accessible place the following records pursuant to Advisers Act Rule 204A-1, Rule 17j-1 under the 40 Act and/or MiFID⁴:

● A copy of each Code that has been in effect during the past seven years;

● A record of any violation of the Code by an Access Person and any action that was taken as a result of such violation for a period of seven years;

● A record of all compliance certifications for each person who is currently, or within the past seven years was, an Access Person acknowledging receipt of the Code and any amendments.

● A list of all persons who are, or within the preceding seven years have been, an Access Person or who are or were responsible for reviewing reports submitted by Access Persons.

● A copy of each report furnished to the 40 Act Board, covering activities of Access Persons for a period of seven years after the fiscal year in which the report is made.

⁴ MiFID Org Regulation Commission Delegated Regulation (EU) 2017/565 of 25 April 2016.

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Violations

Access Persons should consult Compliance if they have any questions about the Code. Each Access Person shall promptly notify Compliance of any violation of the Code of which he/she becomes aware. Violations of the Code and/or failure to notify Compliance of a violation may lead to disciplinary action which may range from a verbal reminder to suspension or termination of employment. Material violations of the Code, as determined by Compliance, and/or repeat violations of the Code may be reported to the CEO, who may impose such sanctions as deemed appropriate, including, among other things, a letter of censure, fine or suspension or termination of the employment.

Pursuant to U.S. Rule 38a-1 of the 40 Act, all known Code violations of Access Persons, unless otherwise instructed, are also reported to the 40 Act Boards promptly and no less frequently than annually. In addition, Compliance shall certify to the 40 Act Boards no less frequently than annually that the Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

Exceptions

Compliance may grant exceptions to provisions of the Code in circumstances that present special hardship or special situations determined not to present potential harm to Clients or conflict with the spirit and intent of the Code. Exceptions shall be structured to be as narrow as is reasonably practicable with appropriate safeguards designed to prevent abuse of the exception.

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A.      Personal Securities Policy

Policy Summary

The Company has adopted the Personal Securities Policy in order to accomplish two primary goals:

● first, to minimize conflicts and potential conflicts of interest between Access Persons and Clients; and

● second, to provide policies and procedures consistent with applicable laws (including Rule 204A-1 under the Advisers Act, Rule 17j-1 under the 40 Act, the rules contained within the FCA Conduct of Business Sourcebook 11.7A, and European Market Abuse Regulation) to prevent fraudulent or manipulative practices with respect to purchases or sales of securities held, or to be acquired by, Clients.

The Company is entrusted with the assets of its Clients for investment purposes. This fiduciary relationship requires Access Persons to place the interests of the Clients before their own and to avoid conflicts of interest. All Access Persons must adhere to this general overriding principle as well as comply with this policy’s specific provisions. This policy should be read in conjunction with the Insider Trading Policy included in the Code which defines material non-public information (“MNPI”). Ltd. Staff shall refer to additional policies on market abuse in the Ltd. Compliance Manual.

The Company has developed and adopted the following general principles to guide its Access Persons:

● The interests of Clients must be placed first at all times;

● All personal securities transactions must be conducted consistent with this policy and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;

● Access Persons should not take inappropriate advantage of their positions; and

● Access Persons must comply with all applicable laws.

It shall be a violation of this policy for any Access Person, in connection with the purchase or sale, directly or indirectly, of any security or other investment to:

● Employ any device, scheme or artifice to defraud any person;

● Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading;

● Engage in any act, practice or course of business that operates or would operate as a fraud or deceit;

● Engage in any manipulative practice;

● Engage in late trading or market timing of 40 Act Funds shares; or

● Engage in a personal securities transaction while in possession of MNPI about the issuer of that security.

This policy does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Access Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients.

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Where an Access Person is uncertain whether a transaction or an account is within scope of this policy, he/she should consult Compliance for clarity.

Definitions

For purposes of this policy, the following definitions apply:

Automatic Investment Plan – means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes dividend reinvestment plans.

Beneficial Ownership – Shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of the Securities Exchange Act of 1934 and the rules and regulations thereunder. A beneficial owner is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities. A person is presumed to have an indirect pecuniary interest in securities held by members of a person’s “Immediate Family”⁵ who either reside with, or are financially dependent upon, or whose investments are controlled by, that person. A person also has a beneficial interest in securities held: (i) by a trust in which he/she is a Trustee, has a Beneficial Interest or is the settlor with a power to revoke the trust; (ii) by another person and he/she has a contract or an understanding with such person that the securities held in that person’s name are for his/her benefit; (iii) in the form of a right to acquisition of such security through the exercise of warrants, options, rights, or conversion rights; (iv) by a partnership of which he/she is a member; (v) by a corporation that he/she uses as a personal trading medium; (vi) by a holding company that he/she controls; or (vii) by an investment club of which he/she is a member.

Covered Security – Any note, stock, exchange traded fund (“ETF”), open and/or closed end mutual fund, treasury stock, security future, bond, municipal bond, debenture, evidence of indebtedness, certificate of interest or participation on any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

For these purposes, the purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security. A security held or to be acquired includes any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security.

⁵ In relation to Ltd. Staff, the Company may apply a definition of “Immediate Family” that is broader than the definition under SEC Adviser Act Rule 17 CFR 240.16a-1(a)(2)(ii)(A), which includes Immediate Family as defined in the Code as well as any person with whom an Access Person has a family relationship or has close links as referenced in Article 28 of the MiFID Org Regulation – Commission Delegated Regulation (EU) 2017/565 of 25 April 2016.

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A Covered Security may also include virtual currency or cryptocurrency coins or tokens that are being offered, or previously were offered, as part of certain types of initial coin offerings (“ICOs”). For the avoidance of doubt, virtual currency or cryptocurrency coins or tokens that were created outside the context of an ICO are not to be considered Securities.

Any questions about whether an instrument is a Covered Security should be directed to Compliance.

Reportable Security – Any Covered Security as defined herein with the exception of securities listed in “Exempt Transactions - Exceptions to Reporting Requirements” as outlined in this policy below.

Reportable Account – Any Self-Directed Account, Self-Directed No Reportable Securities Account and/or Third Party Managed Account which has the ability to transact in a Covered Security.

Self-Directed Account – Any personal brokerage account in which an Access Person has direct or indirect influence or control to transact in a Reportable Security that he/she (or his/her Immediate Family) has Beneficial Ownership.

Self-Directed No Reportable Securities Account – Any personal brokerage account in which an Access Person has direct or indirect influence or control to transact in a Covered Security that he/she (or his/her Immediate Family) has Beneficial Ownership and does not transact in Reportable Securities.

Third Party Managed Account⁶ – Any personal brokerage account which has the ability to transact in a Covered Security and is managed on a discretionary basis by a trustee or third party (i.e. a person other than the Access Person or the Access Person’s Immediate Family).

Policy

Personal Investing Activities – Reporting Requirements

Initial Account and Holding Reporting

Within ten calendar days of becoming an Access Person he/she shall submit to Compliance via StarCompliance the following:

● Accounts: A report of all currently open Reportable Accounts, as defined above.

● Holdings: A report (including the date the report is submitted) of all Reportable Securities either (i) held in a Self-Directed Account or (ii) not held in a personal brokerage account (e.g. physical holdings, private investments and/or investments in Affiliated Funds). The holdings information must be within 45 calendar days prior to the first date of becoming an Access Person. Refer to Exempt Transactions – Exceptions to Reporting Requirement in this policy for a list of securities that are not Reportable Securities subject to this policy.

⁶ This definition is meant to specifically cover certain trusts and third party discretionary accounts under the Rule 204A-1 of the Advisers Act that Access Persons (i) have no direct or indirect influence or control over, (ii) cannot suggest or direct purchases or sales of investments in and (iii) cannot consult with the trustee or third-party manager about the particular allocation of investments in.

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Ongoing Account Reporting

Each Access Person must disclose to Compliance via StarCompliance all Reportable Accounts⁷ within the earlier of (i) prior to transacting in a Reportable Security or (ii) 30 calendar days from when he/she becomes aware of such account. Each Access Person is responsible for informing themselves of all Reportable Accounts of his/her Immediate Family and of any activity in those accounts. Access Persons who become aware of information relating to any Reportable Account which has not been reported in accordance with this policy shall immediately inform Compliance.

If an Access Person decides to transact in a Reportable Security in a Self-Directed No Reportable Securities Account, he/she must first update the account designation to Self-Directed Account in StarCompliance and, unless an exception is granted, set up the electronic transmission of account data as outlined below.

Quarterly Account and Transaction Reporting

Every Access Person shall file with Compliance via StarCompliance a report within 30 calendar days following the end of each calendar quarter reflecting:

● Accounts:

o A certification that they have reported all Reportable Accounts that were held or opened during the calendar quarter.

o In connection to a to Third-Party Managed Account(s) a certification explaining that he/she and/or his/her Immediate Family have (i) no direct or indirect influence or control; (ii) cannot, suggest or direct purchases or sales of investments, and (ii) cannot consult with the trustee or third-party manager about the particular allocation of investments to be made in their Third Party Managed Account.

● Transactions⁸:

o All transactions that occurred during the calendar quarter in a Self-Directed Account in any Reportable Security.

o All transactions that occurred during the calendar quarter in a Reportable Security that are held outside of a Reportable Account including but not limited to; (i) Affiliated Funds, (ii) private investments and/or (iii) physically held securities.

o If no transactions occurred during the calendar quarter in a Reportable Security; Access Persons are required to submit a certification to Compliance stating that there were no such transactions in the applicable calendar quarter.

Annual Holdings Reporting

Annually, every Access Person shall submit to Compliance via StarCompliance a report disclosing all

⁷ When disclosing a Reportable Account in StarCompliance, the following information must be included: (A) account name; (B) account number, where applicable; (C) broker office; (D) date opened; and (E) account type.

⁸ All transaction reports must include, (A) The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved; (B) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (C) The price of the security at which the transaction was effected; (D) The name of the broker, dealer or bank with or through which the transaction was effected; and (E) The date the Access Person submits the report.

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holdings⁹ information of Reportable Securities that is current as of a date no more than 45 calendar days prior to the date of the report.

● For the avoidance of doubt this includes:

o Reportable Securities held in a Self-Directed Account, and

o Reportable Securities not held in a Reportable Account including but not limited to; (i) Affiliated Funds, (ii) private investments and/or (iii) physically held securities.

If an Access Person has no holdings in Reportable Securities, as of the above mentioned date, he/she is required to submit a certification stating that they have no such holdings during the period.

Electronic Transmission of Account Data

To help ensure that Access Persons timely report quarterly transactions in Reportable Securities and annual holdings in Reportable Securities to Compliance as outlined above, the Company requires that all Self-Directed Accounts are held with a broker, dealer or bank that will electronically transmit such data to StarCompliance. For the avoidance of doubt this requirement does not apply to Third Party Managed Accounts or Self-Directed Non Reportable Securities Accounts.

If Compliance provides an exception to this requirement for the electronic transmission of quarterly transaction and annual holdings data, it is the responsibility of the Access Person to ensure that they provide Compliance with all reportable information as outlined in this policy. In most cases, this means that Access Persons must upload accounts statements in StarCompliance and manually enter quarterly transaction and annual account holdings information for all Reportable Securities in StarCompliance.

Exempt Transactions – Exceptions to Reporting Requirements

The following are Covered Securities however, they are not Reportable Securities for the purpose of this policy and therefore do not need to be reported to Compliance:

● direct obligations of the U.S. Government;

● bankers’ acceptances;

● bank certificates of deposit;

● commercial paper;

● high quality short-term debt instruments (including repurchase agreements);

● shares of money market funds;

● shares of open-end mutual funds that are not Affiliated Funds;

● investments in UCITS that are not Affiliated Funds;

● units in unit investment trusts that are invested exclusively in one or more open-end; funds, none of which are Affiliated Funds;

● units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds;

● interests in 529 Plans;

● life policies; and

⁹ Each holdings report must contain, at a minimum: (A) The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership; (B) The name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit; and (C) The date the access person submits the report.

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● secondary market crypto-currency transactions

Personal Investing Activities – Restrictions and Monitoring

Preclearance of Trades

Each Access Person shall submit a trade request using StarCompliance, before placing an order for any transaction in a Reportable Security, (subject to the “Exempt Transactions – Reportable Transactions That Do Not Require Preclearance” listed below), in a Self-Directed Account or for any Reportable Security such as a private investment or physically held security.

For the avoidance of doubt preclearance is required for but is not limited to the following:

● Initial Public Offerings (IPO’s)*;

● Crowd-funding activities;

● Virtual currency or cryptocurrency coins or tokens that are being offered as part of an Initial Coin Offering (ICO).

*Certain Access Persons may have further prohibitions from purchasing IPOs under the U.S. Financial Industry Regulatory Authority (FINRA) Rule 5130 and 5131.

Exempt Transactions – Reportable Transactions That Do Not Require Preclearance

The following transactions are reportable via StarCompliance however, preclearance is not required.

Transactions in:

● non-volitional in nature: e.g. stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, gifts, inheritances, and margin/maintenance calls (where the securities to be sold or purchased are not directed by the Access Person);

● purchases under an Automatic Investment Plan (However, any transaction that overrides the preset schedule or allocations of the Automatic Investment Plan must be included in a quarterly transaction report.);

● direct obligations of any government (sovereign debt) with the exception of the U.S. Government (which is not reportable as outlined above);

● municipal bonds;

● exchange traded funds (ETFs);

● close end-mutual funds;

● Affiliated Funds;

● index options or index futures;

● government-sponsored enterprises fixed income securities (e.g., FNMA); and

● index-based contingent income notes.

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Review, Approval and Denial of Trade Requests

Process

StarCompliance allows Compliance to efficiently review and either approve or deny a trade submitted for preclearance. Upon submitting a trade preclearance request, Access Persons will receive notification from StarCompliance whether the trade request was approved or denied by Compliance. No member of Compliance may approve his/her own trade request.

Approval is granted at the discretion of Compliance and each request is considered against the Company’s Restricted List and established policies and procedures and regulatory obligations.

Approved Trades

The preclearance approval, unless denied or revoked, is valid until close of business the day the approval was granted. If the approved transaction is not executed during such period, a new request must be filed, and another authorization must be obtained. Good-until-cancel limit orders are not permitted without daily requests for preclearance approval.

Access Persons must wait for approval before placing the order with their broker. If preclearance approval for a transaction in a Reportable Security is not obtained, the Company reserves the right to require the Access Person to close out a position, disgorgement of profits, prohibition on trading, or take any other action as it deems appropriate.

In general, approvals will not be granted for the following transactions:

● corporate bonds;

● a Reportable Security in which the Company, to the best of our knowledge, is currently or anticipates transacting in for Clients within five business days;

● a Reportable Security in which the Company has transacted in during the five business days leading up to the date approved by Compliance; or

● issuers reflected on the Restricted List.

Notwithstanding anything to the contrary, Compliance may decide not to grant approval for a transaction in a Reportable Security at its sole discretion.

Investment Holding Period

All transactions requiring preclearance are subject to a minimum holding period of 30 calendar days. Compliance may grant exceptions to this should abnormal market conditions or personal circumstances warrant this. Exceptions will be decided on a case by case basis and will be recorded in StarCompliance.

Procuring or Disclosure to Others

Where Access Persons are prohibited from entering into a transaction in Reportable Securities as a result of this policy, they must not:

● procure any other person to enter into such a transaction; or

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● disclose any information to any other person which they know, or reasonably ought to know, will lead to that person entering into such a transaction.

Front Running and Scalping

Notwithstanding anything herein to the contrary, Access Persons may not purchase or sell a Reportable Security, if such purchase or sale is affected with a view to making a profit from a change in the price of such security resulting from anticipated transactions by or for a Client.

Recordkeeping

Compliance shall maintain or cause to be maintained in a readily accessible place the following records pursuant to the Advisers Act Rule 204A-1, Rule 17j-1 under the 40 Act and/or MiFID Org Regulation¹⁰:

● A copy of all personal trading reports made for a period of not less than seven years.

● A copy of each personal trading report made by an Access Person as required by this policy or any information provided in lieu of the reports, for a period of seven years.

● A record of any decision and the reasons therefore, to permit investments in IPOs, ICOs or private placements for a period of seven years.

● A record of the personal transactions notified to the Company or identified by it, including any authorization or prohibition in connection with such a transaction for a period of seven years.

Monitoring

Compliance periodically conducts reviews with a view towards determining whether Access Persons have complied with all provisions of this policy.

¹⁰ Commission Delegated Regulation (EU) 2017/565 of 25 April 2016.

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B.      Insider Trading Policy

Policy Summary

The Company prohibits Access Persons from (i) trading, either, for a Client, personally, or on behalf of another, a Security, as defined below, while in possession of material non-public information (“MNPI”) about the issuer of that Security, also known as “insider trading” or (ii) communicating MNPI to anyone who might use it to buy or sell Securities, also known as “tipping”. MNPI may not be communicated to others in violation of an agreement to keep such information confidential or in violation of law. When in doubt whether certain information constitutes MNPI, Access Persons should assume that the information is MNPI and immediately consult with Compliance.

The Company prohibits misuse of MNPI. This prohibition applies to every Access Person and extends to activities within and outside their duties of the Company.

These policies and procedures are adopted in accordance with Section 204A of the Advisers Act, the EU Market Abuse Regulation and the Securities and Futures Act of Singapore and/or any other applicable local laws as outlined in the Ltd. Compliance Manual, which requires that the Company establish, maintain and enforce written policies and procedures reasonably designed to detect and prevent the misuse of MNPI. This policy operates in conjunction with the Personal Securities Policy as outlined in this Code as well as the Market Abuse and Market Soundings Policies in the Ltd. Compliance Manual.

Definitions

Material Information – Includes any information, relating directly or indirectly to one or more issuers or to one or more Securities, whether originating externally or within the Company, that a reasonable investor would consider important in making an investment decision, or information that is reasonably certain to have a substantial effect on the price of a company’s Securities.

Common examples of information that may be regarded as material including but not limited to:

● Projections by the company of future earnings or losses different from market expectations;

● A pending or proposed merger, acquisition or tender offer;

● A significant sale of assets or the disposition of a subsidiary;

● Changes in dividend policies or the declaration of a stock split;

● Significant changes in senior management; or

● An impending upgrade or downgrade of a security by a rating agency or a securities firm.

Non-public Information – Information is non-public until it has been effectively communicated to the market place and is available to the general public. Information is generally regarded as non-public until it has been broadly disseminated, such as by means of a press release carried over a major news service, a major news publication, a research report or publication, a public filing made with a regulatory agency, materials sent to shareholders or potential investors such as a proxy statement or prospectus, or materials available from public disclosure services.

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Security – The term security shall be defined as “Covered Security” in the Personal Securities Policy of this Code and is meant to include any security defined as such pursuant to section 3(a)(10) of the Securities Exchange Act of 1934 and any financial instrument as defined as such pursuant to the European Market Abuse Regulation. If an Access Person has any questions regarding whether an asset is considered a Security under this policy, he/she shall consult Compliance.

Policy

Possession of MNPI

Access Persons may not buy or sell (or recommend, advise or solicit the purchase or sale), for any account (personal or Client), a Security (or derivative) of any company about which the Company possesses MNPI.

Receipt and Reporting of MNPI

It is important for Access Persons to understand when they are in receipt of MNPI. The following outlines a few examples of how an Access Person may obtain MNPI:

● Over the Wall Conversations: Issuers or agent banks or broker dealers may initiate a conversation with Access Persons concerning an event that has not yet been made public where the Company agrees to maintain the confidentiality of such information. In such circumstances, Access Persons must first notify Compliance before communicating with an issuer or agent bank or broker dealer. Compliance sits above the wall and will work with the investment team to determine if they wish to be brought over the wall and, if so, the issuer will be added to the Restricted List until such time that the information is made available to the public.

● Data Rooms: Access Persons can access MNPI about a public issuer on data rooms such as Intralinks, DebtDomain or SyndTrak. Such data rooms are monitored by Compliance on a periodic basis. In the event that an Access Person utilizes a different data room, it is their responsibility to inform Compliance when he/she is in receipt of MNPI so the issuer can be added to the Restricted List.

● Expert Networks: Before engaging with an expert network, even on a trial basis, Access Persons must obtain approval from Compliance. Additionally, Access Persons must adhere to and follow the procedures set forth in the Expert Networks Policy in the Compliance Manuals.

● One-on-One Meetings with Management: Access Persons who wish to communicate with the management of public companies (also known as public company insiders) must track such meetings on a log that includes the (i) name of the company, (ii) date of the meeting, (iii) names of the Access Persons that participated in the meeting, (iv) name and title, if available, of the public company insiders that participated in the meeting, and (v) a note regarding if MNPI was discussed during the meeting. If MNPI was received during the meeting, Access Persons shall immediately inform Compliance so a determination can be made whether the issuer should be added to the Restricted List.

● Bank Loans: Market participants in bank loans may obtain information that is not available to Securities market participants, and this information may be considered MNPI. If MNPI is received,

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Access Persons are responsible for immediately informing Compliance so a determination can be made whether the issuer should be added to the Restricted List. However, bank loans are not considered a Security as defined herein. Therefore, certain transactions in bank loans for client accounts are permissible after opting to receive MNPI from the issuer, “private side.” In certain situations, Access Persons may receive “superior information” that not all market participants in the syndicate bank loan receive. In such situations, the Company may be restricted from trading bank loans. In these circumstances, Access Persons shall immediately inform Compliance so a determination can be made whether trading in bank loans should be restricted.

● Outside Activities: Subject to preapproval from Compliance as outlined in this Code, Access Persons may sit on a board of a company and in such capacity come into possession of MNPI about the company. If MNPI is received, Access Persons must immediately report such receipt to Compliance so a determination can be made whether and the issuer should be added to the Restricted List.

Access Persons must notify Compliance immediately if they believe they have obtained any MNPI. If there is any doubt as to whether information an Access Person possesses is MNPI, the Access Person should conduct himself as though it were and immediately contact Compliance for further guidance.

Restricted List

A public issuer will be placed on the Restricted List if, at any time, it becomes known to the Company that it has received MNPI or the Company in its in discretion has determined that personal trading in the issuer may present the appearance of a potential conflict with Clients. With regard to bank loans, a private issuer may be placed on the Restricted List if, at any time, it becomes known to the Company that it has received “superior information” as discussed above. Furthermore, an issuer may be placed on the Restricted List at any time as determined by Compliance due to the appearance of a potential conflict. All Access Persons have an obligation to inform Compliance immediately when they become aware of such circumstances.

It will be the responsibility of Compliance to place, remove, and review securities on the Restricted List and review all personal transactions of Access Persons consistent with the procedures and requirements of the Code. Compliance will remove an issuer from the Restricted List when the Company is no longer in possession of the MNPI and/or it no longer presents an appearance of a potential conflict. The Restricted List is maintained in Bloomberg and StarCompliance.

Confidentially of Non-Public Information and MNPI

Access Persons are required to safeguard the confidentiality of any non-public information that may be in his/her possession and to ensure that such information is not used improperly or in a manner inconsistent with the specific purpose for which it was created or obtained.

Access Persons may not disclose to any person outside the Company that a company or an issuer has been placed on the Restricted List (other than the case where the Company is permitted to inform an issuer or dealer that they themselves are on the Company’s Restricted List).

Monitoring and Training

Compliance has primary responsibility for implementing, maintaining and enforcing this policy.

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Compliance will:

● Provide educational programs to familiarize Access Persons with this policy and address any questions arising under this policy; and

● Resolve questions as to whether information received by an Access Person is MNPI.

Certification Requirement

On an annual basis, each Access Person shall certify via StarCompliance that where they have become aware of MNPI, they have immediately notified Compliance.

Violations

Penalties for trading based on or communicating MNPI to others can be severe, both for individuals involved in such unlawful conduct and their employers. In addition, a violation of this policy may result in serious sanctions by the Company, including possible dismissal of the persons involved.

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C.      Gifts and Entertainment Policy

Policy Summary

The Company values its reputation for ethical behavior and is committed to maintaining the highest level of standards in the conduct of its business affairs. The actions and conduct of the Company’s employees as well as others acting on the Company’s behalf are key to maintaining these standards. Under no circumstances may an Access Person initiate or encourage the provision of a Gift or Entertainment from any person or organization. While Gifts and Entertainment are not prohibited from being given and received, they can create conflicts of interest. As such, Access Persons should be mindful of the value and frequency of Gifts and Entertainment given and received and shall comply with the preclearance and reporting requirements herein.

Definitions

Entertainment – Refers to situations where the giver accompanies the recipient to an event including but not limited to, business meals, receptions, tickets¹¹ to social or sporting events, participation in sporting events, or accommodations, given to or received from, a person/company with whom the Company has or is likely to have business dealings.

Gift – Includes, but is not limited to, tickets to social or sporting events (where the giver does not accompany the recipient to the event), candy, baskets, flowers and promotional items¹², given to or received from, a person/company with whom the Company has or is likely to have any business dealings.

Gift does not include cash or cash equivalents (such as gift cards) which may not be given or received by an Access Person.

Registered Representatives – Muzinich & Co., Inc. employees registered with the U.S. Financial Industry Regulatory Authority (FINRA).

Policy

Under no circumstances may an Access Person make charitable donations in the name of the Company, herself or himself, or give any Gift or Entertainment, to directly obtain or retain business or gain an improper business advantage. Charitable donations made in the name of the Company must be preapproved by Compliance and in some circumstances by senior management of the Company. In addition to adhering to this policy, all Gifts or Entertainment (given or received) must be in compliance with the Anti-Bribery and Corruption Policy and Political Contributions and Political Activities Policy.

Gifts and Entertainment generally fall into the category of acceptable non-monetary benefits provided they are:

● capable of enhancing the quality of service provided to clients;

● of an appropriate scale and nature so they could not be judged to impair the Company’s duty to act honestly, fairly, and professionally in the best interest of its clients; and

● reasonable, proportionate and of a scale that they are unlikely to influence the Company’s behavior in any way that is detrimental to the interest of its clients.

¹¹ For Ltd. Staff ticketed events are considered Gifts not Entertainment.

¹² This does not include de minimis hospitality or branded merchandise (e.g. a pen/notebook).

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Ltd. Staff shall review the Inducements Policy in the Ltd. Compliance Manual for more information.

Under no circumstances may an Access Person do indirectly what this policy prohibits directly, including but not limited to having a Gift or Entertainment provided to or received by a third party or using one’s own money to pay for a Gift or Entertainment.

Preclearance and Reporting Requirements

Valuation

The currency involved with the thresholds outlined throughout this policy is dependent upon if the Access Person is an Inc. Staff or Ltd. Staff.¹³ The threshold values do not differ, however, the currency will. For example, an Access Person that is an Inc. Staff member has a gift threshold of greater than or equal to $100 (USD) whereas an Access Person that is a Ltd. Staff member will have a gift threshold of greater than or equal to €100 (Euros).

Gifts and Entertainment should be valued at the retail, face or market value. Gifts are valued per item per head and Entertainment per head. Access Persons shall consult with Compliance when they are unsure of the value of a Gift or Entertainment.

When a recipient brings a spouse, family member, friend, etc. (“Personal Guest”) to Entertainment, the per head value attributed to the recipient’s Personal Guest should be included as Entertainment for the recipient who brought the Personal Guest.

By way of example:

● Total cost of Entertainment in the below examples is 400. Total number of recipients is three.

o An Access Person entertained an external recipient and also invited the recipient’s Personal Guest. The reported value given to the Access Person is 150 and the value given to the external recipient is 300 (recipient and Personal Guest).

◾ The Access Person must obtain pre-approval before giving this Entertainment as 300 is above the 250 threshold (thresholds discussed below in this policy).

o An Access Person is being entertained by an external recipient and their Personal Guest is invited. The estimated reported value given to the Access Person is 300 (Access Person and their Personal Guest).

◾ The Access Person must obtain pre-approval before receiving this Entertainment as 300 for the external recipient is above the 250 threshold (thresholds discussed below in this policy).

Gifts

Pre-Approval - Access Persons must obtain pre-approval for Gifts (given or received) of 100 or over (or cumulative 100 in a calendar year to/from an individual).

¹³ For Access Persons who are dual employed by Muzinich & Co. Ltd. and Muzinich & Co., Inc. the currency is dependent on which entity they are representing when the Gift and/or Entertainment is being conducted.

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All Access Persons must obtain preapproval before giving or receiving any Gift with a Government Official, regardless of value.

On a case by case basis, where customary business practices justify or where a particular Gift does not represent an inappropriate conflict of interest, Compliance may approve a Gift of 100 or more. It should be noted however, that such an exception is not related to Gifts given or received by Registered Representatives when related to broker-dealer activity.

Reporting - Within 30 calendar days after each quarter end, Access Persons must report all Gifts (given or received) during the calendar quarter, with the exception of de minimis hospitality or branded merchandise (e.g. a pen/notebook) which will not require reporting. This de minimis exception does not apply in connection to Gifts with Government Officials.

Entertainment

Pre-Approval – Access Persons must obtain pre-approval for Entertainment (given or received) of 250 or more. However, for Ltd. Staff, Entertainment that is for a ticketed event is held to a lower threshold and must obtain pre-approval if the ticketed event is at or above 100.

Access Persons must obtain preapproval before giving or receiving any Entertainment with a Government Official, regardless of value.

On a case by case basis, where customary business practices justify or where a particular Entertainment does not represent an inappropriate conflict of interest, Compliance may approve Entertainment above the 100 or 250 thresholds outlined above.

Reporting - Within 30 calendar days after each quarter end, Access Persons with the exception of Traders must report Entertainment (given or received) at or above 75 during the calendar quarter. Traders must report Entertainment (given or received) at or above 20. Access Persons must obtain preapproval and report all Entertainment (given or received) with Government Officials.

Gifts and Entertainment in Tabular Form

The below table restates the Gift and Entertainment thresholds in tabular form:

Per Event or Item (Giving & Receiving)	Preclearance Required	Reporting Required	No Notification
Gifts	³ 100	All	*
(For Ltd. Staff this also includes Entertainment that is a ticketed event only)	(or cumulative 100 in a calendar year to/from an individual)
Entertainment	³ 250	> 75 (For Traders, the reporting threshold is ³ 20.)	< 75 **

*de minimis hospitality or branded merchandise (e.g. a pen/notebook) will not require reporting (with the exception of Government Officials).

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**Access Persons must obtain preapproval and report all Entertainment (given or received) with Government Officials.

The giving of Gifts or Entertainment for a business purpose paid from an Access Person’s own funds, rather than the Company’s funds, may still be covered by this policy and should be reported to Compliance.

Recordkeeping

For any Gift or Entertainment that must be reported in accordance with this policy, Access Persons shall complete reports no later than 30 calendar days following each calendar quarter end via StarCompliance.

Records of all Gifts and Entertainment (given or received) whether submitted for preapproval or reporting shall be maintained in StarCompliance. Compliance is responsible for maintaining records of preclearance, reporting and Compliance approvals or denials outlined in this policy.

Monitoring

Compliance will periodically review the volume of Gifts and/or Entertainment given or received and adherence with this policy. Such findings may be periodically reported to senior management and/or relevant board of the Company to assist in the management of potential conflicts of interest.

Questions and Exceptions

Questions about the applicability of this policy should be directed to Compliance. Only Compliance may approve any exceptions to this policy.

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D.      Anti-Bribery and Corruption Policy

Policy Summary

The Company values its reputation for ethical behavior and is committed to maintaining the highest level of standards in the conduct of its business affairs. The actions and conduct of Access Persons as well as others acting on the Company’s behalf are key to maintaining these standards. The Company has a zero tolerance policy towards bribery.

US Foreign Corrupt Practices Act 1977 (“FCPA”) and the UK Bribery Act 2010 outlines offenses and penalties for bribery and corruption. These laws require the Company to implement ‘adequate policies and procedures’ to prevent bribery. This policy applies to all Access Persons.

Some activities that may not at first seem like bribery may be considered bribery for purposes of these laws and/or any other applicable local laws as outlined in the Ltd. Compliance Manual. It is therefore important that Access Persons take the time to read and comply with this policy and understand the many forms that bribery may take.

Understanding and Recognizing Bribery and Corruption

Acts of bribery or corruption are intended to influence an individual in the performance of his/her duty and incline him or her to act in a way that a reasonable person would consider to be improper in the circumstances. For the purposes of this policy, bribery occurs when one person offers, pays, seeks or accepts a payment, gift, favor, or a financial or other advantage from another to influence an outcome improperly, or to induce or reward improper conduct.

Bribery and corruption, whether involving Government Officials or commercial entities, can be direct or indirect through third parties like agents, brokers, third party marketers and joint venture partners. To make so-called “facilitation payments” can constitute bribery (even when the making of the payment in the particular jurisdiction is considered usual or even legal). Facilitation payments (‘facilitating’, ‘speed’, ‘back-hander’, or ‘grease payments’) are any payments (usually of small value and in cash) made to low-level officials to secure or expedite the performance of a routine or necessary action or level of service.

Bribes are not always made in cash. Gifts, corporate hospitality and entertainment can be considered bribes if they are intended to influence a decision.

Penalties

Because of the Company’s corporate structure, both the UK Bribery Act and the FCPA and/or any other applicable local laws as outlined in the Ltd. Compliance Manual apply to the Company’s activities. The laws provide for significant penalties for both giving and receiving bribes, which may include prison sentences and fines for individuals and unlimited fines for companies.

Note that penalties have been imposed on companies for not having sufficient policies and procedures to prevent bribery, even in the absence of any evidence that bribery in fact occurred.

Risk Assessment

The Company has undertaken a risk assessment to assess the likely exposure faced by the Company with respect to bribery and corruption, taking into account the jurisdictions in which the Company undertakes

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business and any relationships with associated persons (i.e. those performing services on behalf of the Company).

The Company considers that its overall bribery and corruption risk is low. This is due to the fact the Company generally only deals with Clients that are (i) regulated (either within the financial services sector or other sectors), (ii) reputable and well-established, (iii) based in jurisdictions which have a low risk of bribery and corruption, (iv) are generally themselves subject to anti-bribery legislation, and/or (v) generally maintain their own anti-bribery policies and controls.

Nevertheless, Access Persons must remain alert to bribery and corruption risks and observe this policy at all times.

Policy

The Company will not tolerate bribery or corruption in any form. The Company prohibits bribery of or by any person or company, in any jurisdiction, wherever they are situated and whether they are a Government Official, private person or company, or by any individual Access Person, agent or other person acting on the Company’s behalf in order to:

● gain any commercial, contractual or regulatory advantage for the Company in a way which is unethical; or

● gain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual; or

● induce the improper performance of any function that is of a public nature, connected with a business, performed by a person in the course of their employment; or influence any act or decision of a foreign Government Official.

Government Official

Although this policy applies to both public and private sectors, dealing with Government Officials poses a particularly high risk in relation to bribery due to the strict anti-bribery and corruption rules and regulations in many countries. The provision of money or anything else of value, no matter how small, to any Government Official for the purpose of influencing them in their official capacity is prohibited.

Prior consultation with Compliance should be made in relation to:

● Any payment directly or indirectly to a Government Official (this does not include payments for governmental services that one is legally entitled to receive and as to which the Government Official has no discretion);

● Gifts and hospitality/entertainment in connection with a Government Official; and

● Making charitable contributions in connection with dealings with a Government Official.

Gifts

This policy does not prohibit the giving or receiving of gifts, if such gift complies with the Company’s Political Contributions and Political Activities Policy, Gifts and Entertainment Policy, and local rules and regulations.

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Third Party Agents

The Company may be held responsible for the actions of third parties acting on the Company’s behalf with respect to bribery and corruption. Nothing that is prohibited by this policy may be done indirectly through a third party. Due diligence of vendors critical to the Company’s business is undertaken by the Company as outlined in the Oversight of Outsourced Providers Policy and the Oversight of Service Providers Policy in the Compliance Manuals.

Political Contribution and Charitable Donation

Neither the Company nor its Access Persons may make any form of political contribution or charitable donation/sponsorship where that contribution/donation/sponsorship is made or in any way may be interpreted as a way of obtaining an improper advantage for the Company in business transactions. A political contribution for these purposes would include any payment or donation to a political party or organization including a trade union or to any lobbyist or lobbying group or to any candidate for election to public office.

Charitable donations should not be made by or on behalf of the Company if the contribution is or may in any way be interpreted as a means of improperly influencing any situation which may have an impact on the Company’s business. For example, this may be the case if a charity is supported by a high profile individual who is, or where the charity is, lobbying for a particular outcome which is relevant to the Company’s business.

Where any political contributions are to be made by Access Persons they may only be made with the prior approval of Compliance and in accordance with the Political Contributions and Political Activities Policy, where relevant. Where any political contributions or charitable donations/sponsorships are to be made by or on behalf of the Company, they may only be made with the prior approval of Compliance and in accordance with the Gifts and Entertainment Policy and Political Contributions and Political Activities Policy in the Code.

Conferences and Similar Events

When sending invitations to events or entertainment, Access Persons should check to see whether invitees fall under the description of a Government Official. For those that do, Access Persons should first seek preapproval from Compliance via StarCompliance before proceeding with sending any invitations.

Access Person Awareness

The prevention, detection and reporting of any bribery or corruption in any form is the responsibility of all Access Persons. If an Access Person becomes aware or suspects that an activity or conduct that is proposed or has taken place is a bribe or is corrupt, then the Access Person has a duty to report this to the CEO, GC, Compliance and/or his/her direct manager. Reports can be made confidentially to Compliance.

Recordkeeping

Records of the preclearance, reporting and Compliance approvals or denials with regard to activities with Government Officials as outlined in this policy shall be maintained by Compliance. In addition, any reports of bribery or corruption and the investigations and resolutions of such reports shall be maintained by Compliance.

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Training

Compliance is responsible for ensuring all Access Persons periodically undertake mandatory anti-bribery and corruption training, highlighting the specific sources of risk with respect to the Company’s activities.

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E.      Outside Activities Policy

Policy Summary

Although the Company encourages Access Persons to participate in and provide leadership to community, charitable, and professional activities, such activities may result in a conflict of interest with the Company’s business from time to time. Personal interests must not affect the ability of an Access Person to make judgments or decisions in the best interests of the Company and its clients. Therefore, Access Persons shall seek to avoid situations in which he/she (or his/her Immediate Family) conducts activities that create actual, potential or perceived conflict of interest. It is the Company’s policy that outside activities must be reported to and/or preapproved by Compliance as outlined herein.

Policy

Access Person Requirements

Regardless of whether the outside activity is a paid position, Access Persons are required to obtain prior approval from Compliance before:

● accepting employment of any type outside the Company;

● serving as an officer, director, partner of any business or other organization (including but not limited to, a charitable organization or a portfolio company);

● having a substantial (1% or greater) financial interest in a public organization;

● having a material relationship with a supplier (vendor), competitor, client, investor of the Company or other entity with which the Access Person deals in the course of his/her duties at the Company; or

● becoming a candidate for any public (government) office.

Any Access Person who engages in an approved outside activity shall not conduct such activities on the Company’s premises or behave in such manner that might imply that such activities are being conducted by or with the Company’s endorsement.

Certain Ltd. Staff shall certify to Compliance, at least annually, that they have reported the following paid or unpaid activities via StarCompliance covering the past ten years:

● directorships,

● partnership interests; and

● trusteeships.

Immediate Family Requirements

Activities of Access Persons’ Immediate Family also have the capacity to create actual, potential or perceived conflicts of interest. Regardless of whether the activity is a paid position, Access Persons are required to pre-approve where possible and report the following immediately when they are aware of his/her Immediate Family:

● being employed by a broker dealer, investment adviser or other financial institution; or

● having a material relationship with a supplier (vendor), competitor, client, investor of the Company, portfolio company, potential portfolio company, or other entity with which the Access Person deals in the course of his/her duties at the Company.

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When considering what might create an actual, potential or perceived conflict of interest with the Company, take into consideration current and recent (approximately the last six months) activities that Access Persons or his/her Immediate Family have with the Company’s (i) suppliers of goods and services, (ii) competitors, or (iii) other entities with which the Access Person deals in the course of his/her duties at the Company. Access Persons shall seek to avoid situations in which he/she or his/her family members directly profit from a relationship with a company or other entity with which the Access Person deals in the course of his/her duties at the Company. All such potential conflicts must be reported to Compliance, and Compliance shall determine and appropriately document their review of such reported activity.

Procedure

All preclearance and reporting of outside activities must be made via StarCompliance and where applicable should specify whether the activity has an actual, potential or perceived conflict of interest with the Company and, if so, the nature and extent of that activity. All Access Persons are responsible for notifying Compliance of any changes to the information disclosed and for ensuring that his/her records in StarCompliance of outside activities are accurate and up to date.

Upon becoming an Access Person, and annually thereafter, all Access Persons shall certify that they have precleared and/or reported all outside activities required under this policy to Compliance via StarCompliance.

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F.      Conflicts of Interest Policy

Background

The Company and its Access Persons occupy a position of trust and confidence with respect to its clients. Clients rely on the Company’s integrity and objectivity to assist them in meeting their investment objectives. It is the Company’s policy to act with integrity and not permit any potential conflicts of interest to compromise its reputation for high standards and ethical behavior in the conduct of its business affairs.

In addition, the Company is required to take all appropriate steps to identify and manage actual and potential conflicts (i) between the interests of the Company and its Access Persons and/or Clients; and (ii) between the Company’s Clients.

When identifying conflicts of interest, the Company and its Access Persons consider whether the Company:

● Is likely to make a financial gain, or avoid a loss, at the expense of a Client;

● Has an interest in the outcome of service or activity provided to a Client, or of a transaction carried out on behalf of a Client, which is distinct from the Client’s interest in that outcome;

● Has a financial or other incentive to favor the interests of one Client over another;

● Carries out the same business as the Client; or

● Receives or may receive an inducement from a person other than the Client in relation to services provided to the Client in the form of monetary or non-monetary benefits or services.

The Company regularly identifies potential conflicts of interest and adopts policies and procedures, including the creation of conflicts inventories, and takes other actions, to eliminate or manage these potential conflicts.

Policy

The protection of Client interests is the Company’s first concern and therefore it is the Company’s policy that:

● where potential conflicts are identified, the Company will seek to organize its business activities in a manner which avoids an actual conflict; and

● where potential conflicts are unavoidable, the Company will take appropriate measures to seek to mitigate and manage such conflicts in a manner that seeks to ensure that the Company or its Access Persons are not advantaged, and that no Client is disadvantaged.

● where the Company is not reasonably confident that it is able to manage a particular conflict to adequately protect the interest of a Client, the Company must:

o clearly disclose in writing, the general nature and source of the conflict of interest to the Client before undertaking business for the client; and

o provide sufficient detail to enable that particular Client to take an informed decision in relation to the conflict.

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Disclosure may only be used as a way of managing conflicts of interest as a last resort.

Identification and Management of Conflicts of Interest

Conflicts of interest may exist among the Company, its Access Persons and its Clients or between more than one Client as a result of the intended or actual activities of the Company or its Access Persons. The Company performs a conflicts of interest assessment on an annual basis, which is intended to identify conflicts that may occur at the Company or Access Person level details of which are contained in its Conflicts of Interest Register. The Conflicts of Interest Register focus on ensuring that interests of Clients are always protected and that the interests of the Company and/or any associated party(ies) are not favored at their expense.

The Conflicts of Interest Registers and this policy are presented to and approved by senior management and/or the boards of the Company at least annually, or on an ad hoc basis if required sooner in light of changes to the Company’s business and activities.

Conflicts Training

All Access Persons receive a copy of this policy, and training in respect of conflicts of interest on an annual basis. In addition, all Access Persons are required to comply with the Company’s compliance procedures, including the Code and Ltd. Staff shall also refer to the Inducements Policy in the Ltd. Compliance Manual.

Access Person Responsibility

Access Persons should be alert for potential conflicts of interest in their everyday duties. If the conflicts are not covered by existing policies or procedures, Access Persons should contact Compliance for further guidance on how to manage or eliminate the conflict. If Compliance is unable to resolve the potential conflict in a manner that he/she believes is fair and appropriate, he/she will escalate the matter to senior management and/or the boards of the Company to discuss an appropriate resolution.

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G. Political Contributions and Political Activities Policy

Policy Summary

All Access Persons are required to obtain preapproval from Compliance before making a Political Contribution directly or indirectly¹⁴ to any U.S. Official and/or candidate for U.S. office, as defined below.

Political Contributions made by investment advisers, directly or indirectly, as defined herein, to U.S. Officials or candidates for U.S. office can potentially undermine the fairness of the selection process for investment management services by those U.S. State and local governments. Rules 206(4)-5 under the Advisers Act and FINRA Rules 2030 and 4580 (together the “Pay-to-Play Rules”) prohibit a member firm or adviser from providing investment advisory services for compensation to a state or local government entity within two years after that company or any of its Access Persons has made a Political Contribution, directly or indirectly, to a U.S. Official of a U.S. Government Entity (all terms defined below) that is in a position to influence the selection of the investment firm for its advisory services. The Pay-to-Play Rules also provides that advisers must maintain records concerning (i) Political Contributions, (ii) the business it does with Government Entities, and (iii) who its Access Persons are.¹⁵

In addition to the Pay-to-Play Rules, some U.S. States or local governments have passed laws that similarly disqualify contactors, including member firms or investment advisers, from providing services for compensation for a period of time to the extent that the contractor or certain persons associated with the contractor make Political Contributions to U.S. Officials of Government Entities who may have the power to influence the award of business.

The combination of the Pay-to-Play Rules and U.S. State or local government rules creates a risk for the Company in the context of current ongoing relationships with U.S. Officials or U.S. Government Entities as defined herein who may have segregated accounts with the Company or investments in funds advised by the Company. Identification of U.S Officials and U.S. Government Entities who are the Company’s clients or investors, new hire screening about political contribution activity, screening of third party solicitors the Company may hire and effective record keeping of direct or indirect Political Contributions by any Access Person is required.

Definitions

For the purposes of this policy, the following definitions apply. The definitions being used for the purposes of this policy may be broader than the definition contained in the Pay-to-Play Rules:

Fundraising– The act of soliciting or coordinating (i.e. collecting and forwarding) Political Contributions or payments to a U.S. (i) political party, (ii) incumbent, and/or (iii) candidate or a nominee of a political party.

¹⁴ For the purposes of this policy “directly or indirectly” is meant to include contributions made by the Access Persons and/or their spouse and/or dependent children. While an Access Person’s spouse and/or dependent children are not considered Access Persons under the Pay-to-Play Rules, since the Pay-to-Play Rules prohibit Access Persons from doing anything indirectly which would be prohibited if done directly, the Company requires Access Persons to preclear all Political Contributions as defined herein, made by their spouse and/or dependent children as well as himself/herself under this policy.

¹⁵ SEC rules state that the investment advisor must maintain books and records including the following: names, titles, business addresses and residential addresses of its Covered Associates which are defined as Access Persons for the purposes of this policy.

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U.S. Official – means any person (including any election committee for the person) who, at the time of a Political Contribution, is an incumbent, a candidate or successful candidate for elective office for a U.S. Government Entity.

Political Contribution – A gift, a subscription or loan, an advance, a deposit of money or anything of value made (i) for the purpose of influencing any election for U.S. Federal, State of local government, (ii) to pay debts incurred in connection with such an election; (iii) to pay any transition or inaugural expenses related to a successful candidate for U.S. Federal, State or local office; or (iv) anything of value, such as resources or facilities of the adviser or Access Person (such as the use of conference rooms, office facilities, equipment or personnel or personal residence) and hosting a dinner or event for the official or candidate in a public (i.e. restaurant) or private (e.g., personal residence) location (or providing such location for the purpose of hosting the dinner event).

U.S. Government Entity – means any U.S. Federal, State or political subdivision including (i) its agencies, authorities or instrumentalities; (ii) a pool of assets sponsored or established by a U.S. Federal, State, political subdivision, agency, authority or instrumentality; (iii) a plan or program of a U.S. Federal, State, political subdivision, agency, authority or instrumentality; and (iv) officers, agents, or employees of a U.S. Federal, State, political subdivision, agency, authority or instrumentality who are acting in their official capacity.

Policy

General Prohibitions

Generally, neither the Company nor any Access Person shall make a Political Contribution, directly or indirectly, for the purpose of obtaining or retaining business for the Company.

● Furthermore, without preapproval from Compliance, neither the Company nor any Access Person may directly or indirectly make any Political Contribution relating to an election for any office of a U.S. Government Entity or make any contribution to a U.S. political party.

o While indirect contributions cover Access Persons’ spouse and/or dependent children, for the purpose of this policy, additional examples of making a Political Contribution “indirectly” include: (i) making a contribution via another member of the same household; (ii) making a contribution from a controlled account; (iii) agreeing to share the burden of a contribution made by another person; (iv) soliciting contributions from others, or (v) allowing a third party marketer or solicitor to make a contribution on behalf of the Company or an Access Person.

● Shall make any payment to any person in connection with solicitation of investment advisory business to be carried out for a U.S. Government Entity unless the recipient of the payment is a registered broker-dealer or a registered representative thereof or a registered investment adviser or affiliated person thereof.

● May (i) coordinate any political campaign or (ii) conduct any Fundraising.

● Shall contribute to a charity controlled by a U.S. Official.

● Shall assume any role with an organization that regularly engages in Fundraising and endorses U.S. Officials for office.

● Shall allow his/her name to be used in connection with any Fundraising event.

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Procedure¹⁶

Access Persons must obtain preapproval from Compliance via StarCompliance in relation to any Political Contribution and include the following:

● whether the election to which any Political Contribution relates is one in which the Access Person and their spouse and/or dependent children are eligible to vote;

● whether the election to which the Political Contribution relates is one for a U.S. Official as defined in this policy;

● whether the election to which the Political Contribution relates is one for an office in a U.S. State or locality for which the Company provides advisory services or from which the Company could reasonably be expected to solicit advisory business;

● the aggregate amount of Political Contributions made by the Access, taking into account all amounts that are direct or indirect Political Contributions under this policy;

● the aggregate amount of all Political Contributions directly or indirectly made by the Access Person relating to the same election;

● the aggregate amount of all Political Contributions made directly or indirectly by the Access Person for elections in the same jurisdiction; and

● the election, political action committee, and/or political party to which any activity relates.

Any preapproved Political Contributions will be subject to on-going reviews made against business development or solicitation activity.

Access Persons who work in the sales and marketing department must notify Compliance immediately of any proposed investment advisory services to a U.S. Government Entity. This includes situations where 40 Act Funds may become an option in a government-sponsored plan.

Recordkeeping

Compliance will maintain records setting forth in chronological order each Political Contribution made directly or indirectly by an Access Person for a period of seven years as well as required books and records on the Access Person as outlined herein. Compliance will also maintain a list of U.S. Government Entities that are clients of the Company or investors in a covered investment pool (as defined under the Pay-to-Play Rules) for which the Company is an adviser.

Exceptions

Subject always to preapproval (which may be denied for any or no reason) by Compliance, a Political Contribution of a de minimis size may be permitted in accordance with U.S. Federal, State and/or local rules.

Initial and Annual Political Contributions Certification Form

Access Persons must certify to all Political Contributions made two years prior to becoming an Access Person, and annually thereafter, all Access Persons shall certify that they have preapproved and reported all Political Contributions required under this policy to Compliance via StarCompliance.

¹⁶ Although the Pay-to-Play Rules apply to political contributions with respect to U.S. State and local officials, it is the Company’s policy that prior written consent is required for all political contributions, including political contributions to federal officials and PACs, as well as the hosting of fundraising events.

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Training

Access Persons must receive training at least once a year. Compliance is responsible for providing this training.

Access Persons must keep in mind that they may not give any gift or entertainment to any officer, employee or official representative of any U.S. Government Entity without preapproval from Compliance. Refer to the Gifts and Entertainment Policy for more information. Exceptions to this policy may be made by Compliance.

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