As filed with the Securities and Exchange Commission on October 16, 2018
Securities Act FileNo. 333-225588
Investment Company Act FileNo. 811-23325
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMN-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 3 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
Amendment No. 4 | ☒ | |||
(Check appropriate box or boxes) |
SIX CIRCLESsm TRUST
(Exact Name of Registrant Specified in Charter)
270 Park Avenue
New York, New York, 10017
(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:
Nora M. Jordan, Esq. | ||
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)(8), (h)(13) and (p)(7) |
This Post-Effective Amendment is being filed solely to file the InvestmentSub-Advisory Agreement with Russell Investments Implementation Services, LLC (exhibit (d)(8)), the Implementation Services Agreement with Russell Investments Implementation Services, LLC (exhibit (h)(13)), and the Code of Ethics of Russell Investments Implementation Services, LLC (exhibit (p)(7)) to Item 28 of this Registration Statement on FormN-1A (the “Registration Statement”).
Part A and B of the Registration Statement filed with the Securities and Exchange Commission on July 2, 2018, 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 FormN-1A (File Nos.333-225588 and811-23325), 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’sPre-Effective Amendment No. 1 to the Registration Statement on FormN-1A (File Nos.333-225588 and811-23325), 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) to the Registrant’s Post-Effective Amendment No.2 to the Registration Statement on FormN-1A (File Nos.333-225588 and811-23325, filed with the SEC on September 27, 2018. | |
(b) | By-Laws dated June 12, 2018, is incorporated by reference to Exhibit (b) ofPre-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) ofPre-Effective Amendment No.1. | |
(d)(2) | Amended Schedule A to the Investment Advisory Agreement. To be filed by amendment. | |
(d)(3) | InvestmentSub-Advisory Agreement with BlackRock Investment Management LLC, dated June 22, 2018, is incorporated by reference to Exhibit (d)(2) ofPre-Effective Amendment No.1. | |
(d)(4) | InvestmentSub-Advisory Agreement with BlackRock Investment Management LLC, dated [ ]. To be filed by amendment. | |
(d)(5) | InvestmentSub-Advisory Agreement with BNY Mellon Asset Management North America Corporation, dated June 22, 2018, is incorporated by reference to Exhibit (d)(3) ofPre-Effective Amendment No.1. | |
(d)(6) | InvestmentSub-Advisory Agreement with Goldman Sachs Asset Management, L.P., dated June 22, 2018, is incorporated by reference to Exhibit (d)(4) ofPre-Effective Amendment No.1. | |
(d)(7) | InvestmentSub-Advisory Agreement with Pacific Investment Management Company LLC, dated June 22, 2018, is incorporated by reference to Exhibit (d)(5) ofPre-Effective Amendment No.1. | |
(d)(8) | InvestmentSub-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) ofPre-Effective Amendment No.1. | |
(e)(2) | Amended Schedule A to the Distribution Agreement. To be filed by amendment. | |
(e)(3) | 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) ofPre-Effective Amendment No.1. | |
(e)(4) | Form of Dealer Agreement, is incorporated by reference to Exhibit (e)(3) ofPre-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) ofPre-Effective Amendment No.1. | |
(g)(2) | Amended Schedule A to the Custody Agreement. To be filed by amendment. | |
(h)(1) | Administration Agreement, dated June 22, 2018 between the Trust and Brown Brothers Harriman & Co, is incorporated by reference to Exhibit (h)(1) ofPre-Effective Amendment No.1. | |
(h)(2) | Amended Schedule A to the Administration Agreement. To be filed by amendment. |
Part C - 1
(h)(3) | 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) ofPre-Effective Amendment No.1. | |
(h)(4) | Amended Schedule A to the Transfer Agency and Service Agreement. To be filed by amendment. | |
(h)(5) | Operating Expenses Limitation Agreement, dated June 22, 2018, is incorporated by reference to Exhibit (h)(3) ofPre-Effective Amendment No.1. | |
(h)(6) | Amended Schedule A to the Operating Expenses Limitation Agreement. To be filed by amendment. | |
(h)(7) | Advisory Fee Waiver Agreement, dated June 22, 2018, is incorporated by reference to Exhibit (h)(4) ofPre-Effective Amendment No.1. | |
(h)(8) | Amended Schedule A to the Advisory Fee Waiver Agreement. To be filed by amendment. | |
(h)(9) | Powers of Attorney, is incorporated by reference to Exhibit (h)(5) of the Initial Registration Statement. | |
(h)(10) | Power of Attorney. To be filed by amendment. | |
(h)(11) | Form of Class Action Services Agreement between the Trust and Brown Brothers Harriman & Co., is incorporated by reference to Exhibit (h)(6) ofPre-Effective Amendment No.1. | |
(h)(12) | Amended Schedule 1 to the Form of Class Action Services Agreement. To be filed by amendment. | |
(h)(13) | 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. To be filed by amendment. | |
(j) | Consent of independent registered public accounting firm. To be filed by amendment. | |
(k) | Not applicable. | |
(l) | Purchase Agreement, dated June 6, 2018 between the Trust and the Adviser, is incorporated by reference to Exhibit (l) ofPre-Effective Amendment No.1. | |
(m) | Not applicable. | |
(n) | Not applicable. | |
(o) | Reserved. | |
(p)(1) | Code of Ethics of the Trust, is incorporated by reference to Exhibit (p)(1) ofPre-Effective Amendment No.1. | |
(p)(2) | Code of Ethics for the Adviser, is incorporated by reference to Exhibit (p)(2) ofPre-Effective Amendment No.1. | |
(p)(3) | Code of Ethics for BlackRock, is incorporated by reference to Exhibit (p)(3) ofPre-Effective Amendment No.1. | |
(p)(4) | Code of Ethics for BNY Mellon, is incorporated by reference to Exhibit (p)(4) ofPre-Effective Amendment No.1. | |
(p)(5) | Code of Ethics for Goldman, is incorporated by reference to Exhibit (p)(5) ofPre-Effective Amendment No.1. | |
(p)(6) | Code of Ethics for PIMCO, is incorporated by reference to Exhibit (p)(6) ofPre-Effective Amendment No.1. | |
(p)(7) | Code of Ethics for Russell Investments Implementation Services, LLC. Filed herewith. | |
(p)(8) | Amended Exhibit A and Exhibit B of the Code of Ethics of the Trust. To be filed by amendment. |
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
Part C - 2
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. 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 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 BNY Mellon Asset Management North America Corporation is currently listed in the investment advisor registration on Form ADV for BNY Mellon Asset Management North America Corporation and is incorporated herein by reference.
The business or other connections of each director and officer of Goldman Sachs Asset Management, L.P. 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 is currently listed in the investment advisor registration on Form ADV for Pacific Investment Management Company LLC and is incorporated herein by reference.
Item 32. Principal Underwriters
(a) | Foreside Fund Services, LLC is the principal underwriter of the Registrant’s shares. Foreside Fund Services, LLC is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. Foreside Fund Services, LLC is located at Three Canal Plaza, Suite 100, Portland, Maine 04101. Foreside Fund Services, LLC acts as the principal underwriter for the following additional investment companies registered under the 1940 Act: |
1. | ABS Long/Short Strategies Fund |
2. | Absolute Shares Trust |
3. | Active Weighting Funds ETF Trust |
4. | AdvisorShares Trust |
5. | AmericaFirst Quantitative Funds |
6. | American Century ETF Trust |
7. | ARK ETF Trust |
8. | BP Capital TwinLine Energy Fund, Series of Professionally Managed Portfolios |
9. | BP Capital TwinLine MLP Fund, Series of Professionally Managed Portfolios |
10. | Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust |
11. | Bridgeway Funds, Inc. |
12. | Brinker Capital Destinations Trust |
13. | Calvert Ultra-Short Duration Income NextShares, Series of Calvert Management Series |
14. | Center Coast Brookfield MLP & Energy Infrastructure Fund |
15. | CornerCap Group of Funds |
16. | Davis Fundamental ETF Trust |
17. | Direxion Shares ETF Trust |
18. | Eaton Vance NextShares Trust |
19. | Eaton Vance NextShares Trust II |
20. | EIP Investment Trust |
21. | EntrepreneurShares Series Trust |
22. | Evanston Alternative Opportunities Fund |
23. | Exchange Listed Funds Trust (f/k/a Exchange Traded Concepts Trust II) |
24. | FEG Absolute Access Fund I LLC |
25. | Fiera Capital Series Trust |
26. | FlexShares Trust |
Part C - 3
27. | Forum Funds |
28. | Forum Funds II |
29. | FQF Trust |
30. | Friess Small Cap Growth Fund, Series of Managed Portfolio Series |
31. | GraniteShares ETF Trust |
32. | Guinness Atkinson Funds |
33. | Horizons ETF Trust I (f/k/a Recon Capital Series Trust) |
34. | Infinity Core Alternative Fund |
35. | Innovator ETFs Trust II (f/k/a Elkhorn ETF Trust) |
36. | Innovator ETFs Trust |
37. | Ironwood Institutional Multi-Strategy Fund LLC |
38. | Ironwood Multi-Strategy Fund LLC |
39. | John Hancock Exchange-Traded Fund Trust |
40. | Manor Investment Funds |
41. | Miller/Howard Funds Trust |
42. | Miller/Howard High Income Equity Fund |
43. | Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV |
44. | MProved Systematic Long-Short Fund, Series Portfolios Trust |
45. | MProved Systematic Merger Arbitrage Fund, Series Portfolios Trust |
46. | MProved Systematic Multi-Strategy Fund, Series Portfolios Trust |
47. | NYSE® Pickens Oil Response™ ETF, Series of ETF Series Solutions |
48. | OSI ETF Trust |
49. | Palmer Square Opportunistic Income Fund |
50. | Partners Group Private Income Opportunities, LLC |
51. | PENN Capital Funds Trust |
52. | Performance Trust Mutual Funds, Series of Trust for Professional Managers |
53. | Pine Grove Alternative Institutional Fund |
54. | Plan Investment Fund, Inc. |
55. | PMC Funds, Series of Trust for Professional Managers |
56. | Point Bridge GOP Stock Tracker ETF, Series of ETF Series Solutions |
57. | Quaker Investment Trust |
58. | Ranger Funds Investment Trust |
59. | Renaissance Capital Greenwich Funds |
60. | RMB Investors Trust (f/k/a Burnham Investors Trust) |
61. | Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust |
62. | Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust |
63. | Salient MF Trust |
64. | SharesPost 100 Fund |
65. | Sound Shore Fund, Inc. |
66. | Steben Alternative Investment Funds |
67. | Steben Select Multi-Strategy Fund |
68. | Strategy Shares |
69. | The 504 Fund (f/k/a The Pennant 504 Fund) |
70. | The Chartwell Funds |
71. | The Community Development Fund |
72. | The Relative Value Fund |
73. | Third Avenue Trust |
74. | Third Avenue Variable Series Trust |
75. | TIFF Investment Program |
76. | Transamerica ETF Trust |
77. | U.S. Global Investors Funds |
78. | Variant Alternative Income Fund |
79. | VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
80. | VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II |
81. | VictoryShares Emerging Market High Div Volatility Wtd ETF, Series of Victory Portfolios II |
82. | VictoryShares Emerging Market Volatility Wtd ETF, Series of Victory Portfolios II |
83. | VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II |
84. | VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II |
85. | VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
86. | VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II |
87. | VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
Part C - 4
88. | VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II |
89. | VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II |
90. | VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II |
91. | VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II |
92. | VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II |
93. | Vivaldi Opportunities Fund |
94. | West Loop Realty Fund, Series of Investment Managers Series Trust (f/k/a Chilton Realty Income & Growth Fund) |
95. | Wintergreen Fund, Inc. |
96. | WisdomTree Trust |
97. | WST Investment 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 | |||
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 270 Park Avenue, New York, NY 10017 (records relating to its functions as investment adviser).
Foreside Fund Services, LLC, the Registrant’s distributor, at Three Canal Plaza, Suite 100, Portland, Maine 04101 (records relating to its functions as distributor).
Brown Brothers Harriman & Co., the Registrant’s custodian, at 140 Broadway, New York, New York 10005 (records relating to its functions as custodian).
Brown Brothers Harriman & Co., the Registrant’s administrator, at 140 Broadway, New York, New York 10005 (records relating to its functions as administrator).
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).
Registrant’sSub-Advisers
BlackRock Investment Management, LLC, at 1 University Square Drive, Princeton, New Jersey 08540 (records relating to its functions assub-adviser).
BNY Mellon Asset Management North America Corporation, at 201 Washington Street, Suite 2900, Boston, Massachusetts 02108 (records relating to its functions assub-adviser).
Part C - 5
Goldman Sachs Asset Management, L.P., at 200 West Street, New York, New York 10282 (records relating to its functions assub-adviser).
Pacific Investment Management Company LLC, at 650 Newport Center Drive, Newport Beach, California 92660 (records relating to its functions assub-adviser).
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
Part C - 6
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 FormN-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 16th day of October, 2018.
Six Circles Trust | ||
By: | /s/ Mary Savino | |
Name: | Mary Savino | |
Title: | Trustee |
Pursuant to the requirements of the Securities Act, this amendment to the registration statement has been signed below by the following persons in the capacities indicated on October 16, 2018.
/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 |
*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.8 | InvestmentSub-Advisory Agreement with Russell Investments Implementation Services, LLC dated October 5, 2018. | |
EX.99.h.13 | Implementation Services Agreement between Russell Investments Implementation Services, LLC and J.P. Morgan Private Investments Inc. dated October 5, 2018. | |
EX.99.p.7 | Code of Ethics for Russell Investments Implementation Services, LLC. |