Risk/Return Summaries:
Six Circles® Managed Equity Portfolio U.S. Unconstrained Fund			1
Six Circles® Managed Equity Portfolio International Unconstrained Fund			8
More About the Funds			16
Six Circles Managed Equity Portfolio U.S. Unconstrained Fund			16
Six Circles Managed Equity Portfolio International Unconstrained Fund			18
Temporary Defensive and Cash Positions			19
Diversification Classification			19
Investment Risks			20
Dynamic Benchmark Information			30

Conflicts of Interest			30
The Funds’ Management and Administration			31
Investing with Six Circles Funds			35
Purchasing Fund Shares			35
Redeeming Fund Shares			36
Frequent Trading Policy			37
Valuation			37
Distributions and Taxes			38
Portfolio Holdings Disclosure			40
Investment Practices			41
Financial Highlights			46
How to Reach Us			Back Cover

 

ANNUAL FUND OPERATING EXPENSES (Expenses that you pay each year as a percentage of the value of your investment)
Management Fees1,2			0.25	%
Distribution (Rule 12b‑1) Fees			None
Other Expenses3			0.02	%
Total Annual Fund Operating Expenses			0.27	%
Fee Waivers and Expense Reimbursements1,2			(0.21	)%
Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement1,2			0.06	%

 

1

The Fund’s adviser, J.P. Morgan Private Investments Inc. (“JPMPI”) and/or its affiliates have contractually agreed through at least 04/30/2025 to waive any management fees that exceed the aggregate management fees the adviser is contractually required to pay the Fund’s sub‑advisers. Thereafter, this waiver will continue for subsequent one year terms unless terminated in accordance with its terms. JPMPI may terminate the waiver, under its terms, effective upon the end of the then-current term, by providing at least ninety (90) days prior written notice to the Six Circles Trust. The waiver may not otherwise be terminated by JPMPI without the consent of the Board of Trustees of the Six Circles Trust, which consent will not be unreasonably withheld. Such waivers are not subject to reimbursement by the Fund.

2

Additionally, the Fund’s adviser has contractually agreed through at least 04/30/2025 to reimburse expenses to the extent Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses, if any, dividend and interest expenses related to short sales, brokerage fees, interest on borrowings, taxes, expenses related to litigation and potential litigation, and extraordinary expenses) exceed 0.45% of the average daily net assets of the Fund (the “Expense Cap”). An expense reimbursement by the Fund’s adviser is subject to repayment by the Fund only to the extent it can be made within thirty‑six months following the date of such reimbursement by the adviser. Repayment must be limited to amounts that would not cause the Fund’s operating expenses (taking into account any reimbursements by the adviser and repayments by the Fund) to exceed the Expense Cap in effect at the time of the reimbursement by the adviser or at the time of repayment by the Fund. This expense reimbursement is in effect through 04/30/2025, at which time the adviser and/or its affiliates will determine whether to renew or revise it.

 

 

WHETHER OR NOT YOU SELL YOUR SHARES, YOUR COST WOULD BE:
		1 Year				3 Years				5 Years				10 Years
SHARES ($)			6				66				131				322

The Fund is subject to management risk and may not achieve its objective if the Adviser’s and/or Sub‑Adviser’s expectations regarding particular instruments or markets are not met.

The Fund is subject to the main risks noted below, any of which may adversely affect the Fund’s performance and ability to meet its investment objective.

 

 

 

 

AVERAGE ANNUAL TOTAL RETURNS (For periods ended December 31, 2023)
		Past 1 Year				Life of Fund (Since 4/10/19)
FUND
Return Before Taxes			29.09	%			14.34	%
Return After Taxes on Distributions			28.48				13.51
Return After Taxes on Distributions and Sale of Fund Shares			17.22				11.25
MSCI USA INDEX
(Reflects No Deduction for Fees, Expenses or Taxes)			27.10				13.08

Management

J.P. Morgan Private Investments Inc.

 

The Adviser currently allocates Fund assets to BlackRock, the current Sub‑Adviser to the Fund.

BlackRock

 

Portfolio Manager		Managed the Fund Since		Primary Title with Sub‑Adviser
Jennifer Hsui, CFA		Inception		Managing Director
Peter Sietsema, CFA		2022		Director
Paul Whitehead		2022		Managing Director

Purchase and Sale of Fund Shares

The Fund is designed exclusively for investors participating in investment advisory programs, trusts or pooled investment vehicles managed by JPMorgan Chase Bank, N.A., J.P. Morgan Private Investments Inc. or one of their affiliates (each, a “JPM Program”). In particular, the Fund is designed to be an investment vehicle for the Managed Equity Portfolio strategy option available through discretionary JPM Programs. Fund shares may only be purchased through a JPM Program by a JPM Program representative acting on your behalf. Fund shares may be purchased or redeemed on any business day. For purposes of this prospectus, commingled investment vehicles and other pooled investment vehicles, such as registered investment companies, advised by the Adviser or its affiliates are considered to be participating in a JPM Program and are therefore eligible to invest in the Fund.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains, except when an investor’s investment is in an IRA, 401(k) plan or other tax‑advantaged investment plan, in which case the investor may be subject to federal income tax upon withdrawal from the tax‑advantaged investment plan.

 

ANNUAL FUND OPERATING EXPENSES (Expenses that you pay each year as a percentage of the value of your investment)
Management Fees1,2		0.25%
Distribution (Rule 12b‑1) Fees		None
Other Expenses3		0.06%
Total Annual Fund Operating Expenses		0.31%
Fee Waivers and Expense Reimbursements1,2		(0.20)%
Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement1,2		0.11%

 

1

The Fund’s adviser, J.P. Morgan Private Investments Inc. (“JPMPI”) and/or its affiliates have contractually agreed through at least 04/30/2025 to waive any management fees that exceed the aggregate management fees the adviser is contractually required to pay the Fund’s sub‑advisers. Thereafter, this waiver will continue for subsequent one year terms unless terminated in accordance with its terms. JPMPI may terminate the waiver, under its terms, effective upon the end of the then-current term, by providing at least ninety (90) days prior written notice to the Six Circles Trust. The waiver may not otherwise be terminated by JPMPI without the consent of the Board of Trustees of the Six Circles Trust, which consent will not be unreasonably withheld. Such waivers are not subject to reimbursement by the Fund.

2

Additionally, the Fund’s adviser has contractually agreed through at least 04/30/2025 to reimburse expenses to the extent Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses, if any, dividend and interest expenses related to short sales, brokerage fees, interest on borrowings, taxes, expenses related to litigation and potential litigation, and extraordinary expenses) exceed 0.50% of the average daily net assets of the Fund (the “Expense Cap”). An expense reimbursement by the Fund’s adviser is subject to repayment by the Fund only to the extent it can be made within thirty‑six months following the date of such reimbursement by the adviser. Repayment must be limited to amounts that would not cause the Fund’s operating expenses (taking into account any reimbursements by the adviser and repayments by the Fund) to exceed the Expense Cap in effect at the time of the reimbursement by the adviser or at the time of repayment by the Fund. This expense reimbursement is in effect through 04/30/2025, at which time the adviser and/or its affiliates will determine whether to renew or revise it.

 

 

WHETHER OR NOT YOU SELL YOUR SHARES, YOUR COST WOULD BE:
		1 Year				3 Years				5 Years				10 Years
SHARES ($)			11				79				154				374

The Fund is subject to management risk and may not achieve its objective if the Adviser’s and/or Sub‑Adviser’s expectations regarding particular instruments or markets are not met.

 

The Fund is subject to the main risks noted below, any of which may adversely affect the Fund’s performance and ability to meet its investment objective.

 

This section provides some indication of the risks of investing in the Fund. The bar chart shows how the performance of the Fund has varied from year to year since the Fund’s inception (i.e., for the past four calendar years). The table shows the average annual total returns for the past one year and life of the Fund. The table compares that performance to the MSCI World ex‑USA Index. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available by visiting www.sixcirclesfunds.com or by calling 1‑212‑464‑2070.

 

 

AVERAGE ANNUAL TOTAL RETURNS (For periods ended December 31, 2023)
		Past 1 Year				Life of Fund (Since 4/10/19)
FUND
Return Before Taxes			20.05	%			7.93	%
Return After Taxes on Distributions			19.16				7.44
Return After Taxes on Distributions and Sale of Fund Shares			12.07				6.24
MSCI WORLD EX‑USA INDEX
(Reflects No Deduction for Fees, Expenses or Taxes)			17.94				6.25

Management

J.P. Morgan Private Investments Inc.

 

The Adviser currently allocates Fund assets to BlackRock, the current Sub‑Adviser to the Fund.

BlackRock

 

Portfolio Manager		Managed the Fund Since		Primary Title with Sub‑Adviser
Jennifer Hsui, CFA		Inception		Managing Director
Peter Sietsema, CFA		2022		Director
Paul Whitehead		2022		Managing Director

Purchase and Sale of Fund Shares

The Fund is designed exclusively for investors participating in investment advisory programs, trusts or pooled investment vehicles managed by JPMorgan Chase Bank, N.A., J.P. Morgan Private Investments Inc. or one of their affiliates (each, a “JPM Program”). In particular, the Fund is designed to be an investment vehicle for the Managed Equity Portfolio strategy option available through discretionary JPM Programs. Fund shares may only be purchased through a JPM Program by a JPM Program representative acting on your behalf. Fund shares may be purchased or redeemed on any business day. For purposes of this prospectus, commingled investment vehicles and other pooled investment vehicles, such as registered investment companies, advised by the Adviser or its affiliates are considered to be participating in a JPM Program and are therefore eligible to invest in the Fund.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains, except when an investor’s investment is in an IRA, 401(k) plan or other tax‑advantaged investment plan, in which case the investor may be subject to federal income tax upon withdrawal from the tax‑advantaged investment plan.

SIX CIRCLES MANAGED EQUITY PORTFOLIO U.S. UNCONSTRAINED FUND (“MEP U.S. UNCONSTRAINED FUND”)

Investment Objective

The MEP U.S. Unconstrained Fund’s objective is to provide capital appreciation.

This investment objective is non‑fundamental and may be changed without the consent of a majority of the outstanding shares of the Fund. The MEP U.S. Unconstrained Fund will provide shareholders with at least 60 days’ prior written notice of any change to its investment objective.

There can be no assurance that the MEP U.S. Unconstrained Fund will achieve its investment objective.

Principal Investment Strategies

Under normal circumstances, the MEP U.S. Unconstrained Fund will invest at least 80% of its net assets (plus borrowings) in equity securities issued by U.S. companies and other instruments with economic characteristics similar to equity securities issued by U.S. companies. Equity securities include common stock, preferred stock and securities or other instruments whose price is linked to the value of common or preferred stock. The MEP U.S. Unconstrained Fund is generally unconstrained by any particular capitalization, style or industry sector. The MEP U.S. Unconstrained Fund may also invest a portion of its assets in securities of real estate investment trusts (“REITs”) that own and/or manage properties. From time to time, the MEP U.S. Unconstrained Fund may also use derivatives, including futures, forward contracts and swaps (including but not limited to total return swaps, some of which may be referred to as contracts for difference), to manage short-term liquidity and/or as substitutes for comparable market positions in the securities in the applicable Indexes (as defined below). For purposes of this 80% investment policy, the MEP U.S. Unconstrained Fund will treat an investment in derivatives as an investment in the securities underlying such derivatives and will value such derivatives at market value. In limited circumstances, the MEP U.S. Unconstrained Fund may also invest in other investment companies, including other open‑end or closed‑end investment companies and exchange-traded funds (“ETFs”) that have characteristics that are consistent with the fund or securities in the applicable Indexes.

The MEP U.S. Unconstrained Fund will provide shareholders with at least 60 days’ prior notice of any change to its 80% investment policy.

The MEP U.S. Unconstrained Fund is classified as a “non‑ diversified” fund under the Investment Company Act of 1940, as amended. A non‑diversified fund is permitted (but is not required) to invest a higher percentage of its assets in the securities of fewer issuers.

J.P. Morgan Private Investments Inc., the MEP U.S. Unconstrained Fund’s investment adviser (“JPMPI” or the “Adviser”), primarily seeks to achieve the MEP U.S. Unconstrained Fund’s investment objective by actively allocating and reallocating the MEP U.S. Unconstrained Fund’s assets among equity securities (or other instruments with economic characteristics similar to equity securities) in various U.S. industrial or economic sectors or sub‑sectors (such as, by way of example only, companies in the automotive or health care sector) that the Adviser believes provide attractive investment opportunities at that time. In doing so, the Adviser is not limited to any specific sectors and may choose to allocate and reallocate the MEP U.S. Unconstrained Fund’s assets among any sectors or sub‑sectors the Adviser chooses at the time. In order to implement its allocation decisions, the Adviser selects various publicly available equity indexes (such as an index of the largest U.S. companies), or specific portions (sub‑indexes) of such an index (such as the automotive sector within the larger index) (together, the “Indexes”), that represent the sectors to which the Adviser desires to allocate the MEP U.S. Unconstrained Fund’s assets. Generally, an Index will represent a certain industry, geographic region or other sector component of a publicly available U.S. equity index.

Once the Adviser has selected the desired Indexes, it determines how much of the MEP U.S. Unconstrained Fund’s assets to allocate or reallocate to each Index and instructs the MEP U.S. Unconstrained Fund’s current sub‑adviser, BlackRock Investment Management, LLC (the “Sub‑Adviser” or “BlackRock”), to invest the allocated assets in a manner that seeks to replicate the investment performance of the respective Indexes. We refer to an allocation of the MEP U.S. Unconstrained Fund’s assets to a specific Index as an “indexed investment strategy.” As discussed in more detail below, BlackRock then seeks to manage each indexed investment strategy in a manner that will replicate the investment performance of the respective Index. The Adviser, depending on its investment views, may regularly allocate and reallocate the MEP U.S. Unconstrained Fund’s assets among different or new indexed investment strategies and may cease allocating to existing indexed investment strategies. The MEP U.S. Unconstrained Fund’s assets may be allocated to multiple indexed investment strategies at any time.

In addition to allocating and reallocating the MEP U.S. Unconstrained Fund’s assets among one or more indexed investment strategies, the Adviser may also select securities of specific individual companies for the MEP U.S. Unconstrained Fund to purchase or sell on an ongoing basis and the amount of the MEP U.S. Unconstrained Fund’s assets to allocate to such securities. We refer collectively to the securities selected by the Adviser in this manner as the “Custom Equity Sleeve.” When the Adviser makes individual security selections in this manner for the Custom Equity Sleeve, the securities will be publicly traded

large capitalization U.S. equity securities and the securities may represent a variety of U.S. sectors, sub‑sectors or industries. These individual securities in the Custom Equity Sleeve will be selected by the Adviser based on its investment analysis in order to assist with portfolio construction, risk management, liquidity considerations or a combination thereof. For example, the Adviser may determine to invest in a specific security within a broader Index, if it believes doing so would be preferable from an investment perspective to investing in all of the companies within that Index. In order to implement these individual security selections within the Custom Equity Sleeve, the Adviser then directs the Sub‑Adviser to invest a specified allocation of the MEP U.S. Unconstrained Fund’s assets so as to replicate the investment performance of the identified securities within the Custom Equity Sleeve. Currently, under normal market conditions, the Custom Equity Sleeve is not expected to constitute more than 45% of the MEP U.S. Unconstrained Fund’s total assets. The Adviser is not obligated to select individual securities or to maintain a Custom Equity Sleeve and may allocate the MEP U.S. Unconstrained Fund’s assets solely among indexed investment strategies.

In allocating the assets of the MEP U.S. Unconstrained Fund among indexed investment strategies, or selecting individual securities within the Custom Equity Sleeve, the Adviser generally makes investment decisions based on a combination of financial analysis of individual companies, industries, sectors and geographies, such as financial modeling and individual company research. The Adviser also incorporates into its investment process macro-economic considerations, factors and trends, as well as analysis of risk, liquidity, potential for tracking error and other portfolio construction factors. The Adviser may, in its discretion, add to, delete from or modify the categories of indexed investment strategies employed by the MEP U.S. Unconstrained Fund at any time or the securities within the Custom Equity Sleeve, or add other investment strategies, including active strategies, managed by one or more sub‑advisers at any time. As described in the box below, in making allocations among the indexed investment strategies and the Custom Equity Sleeve, and/or in changing the categories of indexed investment strategies and other investment strategies employed by the MEP U.S. Unconstrained Fund, the Adviser also expects to take into account the investment goals of the broader investment programs administered by the Adviser or its affiliates, for whose use the MEP U.S. Unconstrained Fund is exclusively designed. As such, the MEP U.S. Unconstrained Fund may perform differently from a similar fund that is managed without regard to such broader investment programs.

BlackRock

BlackRock, the Sub‑Adviser, manages each individual indexed investment strategy (and the Custom Equity Sleeve) to which the Adviser has allocated MEP U.S. Unconstrained Fund assets with

the goal of replicating the performance of the respective Index (and the individual securities within the Custom Equity Sleeve). BlackRock also facilitates the transition among indexed investment strategies as directed by the Adviser. BlackRock seeks to manage each of the indexed investment strategies by replicating the Index fully when applicable or investing in a quantitatively selected portfolio of securities with characteristics expected to match the performance of the applicable Index, including through the use of derivatives such as futures, forwards and swaps (including but not limited to total return swaps, some of which may be referred to as contracts for difference). The securities selected for each indexed investment strategy are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield) and liquidity measures similar to those of the applicable Index. The MEP U.S. Unconstrained Fund may or may not hold all of the securities in an applicable Index and BlackRock is free to use its discretion as to how best to replicate the performance of each applicable Index.

General Information

The Adviser may adjust allocations to the Sub‑Adviser and any additional sub‑adviser of the MEP U.S. Unconstrained Fund at any time or make recommendations to the Board of Trustees of the Six Circles Trust (the “Board”) with respect to the hiring, termination or replacement of a Sub‑Adviser. As such, the identity of the MEP U.S. Unconstrained Fund’s Sub‑Adviser or Sub‑Advisers, or the portion of the MEP U.S. Unconstrained Fund allocated to it or them, may change over time. Generally, except in the case of the Custom Equity Sleeve, the Sub‑Adviser is responsible for deciding which securities to purchase and sell for the MEP U.S. Unconstrained Fund. Additionally, the Sub‑Adviser is generally responsible for placing orders for the MEP U.S. Unconstrained Fund’s transactions. However, the Adviser reserves the right to instruct the Sub‑Adviser as needed on MEP U.S. Unconstrained Fund transactions and manage a portion of the MEP U.S. Unconstrained Fund’s portfolio directly, either by instructing the Sub‑Adviser or otherwise, including without limitation, when it has high conviction views, for portfolio hedging, to adjust the MEP U.S. Unconstrained Fund’s overall market exposure or to temporarily manage assets as a result of a Sub‑Adviser’s resignation or removal.

The Adviser’s process for evaluating sub‑advisers is described below in “The Funds’ Management and Administration.”

The MEP U.S. Unconstrained Fund may utilize the investments and strategies described above to a greater or lesser degree in the future.

The MEP U.S. Unconstrained Fund will likely engage in active and frequent trading. The frequency with which the MEP U.S. Unconstrained Fund buys and sells securities will vary from year to year, depending on market conditions.

SIX CIRCLES MANAGED EQUITY PORTFOLIO INTERNATIONAL UNCONSTRAINED FUND (“MEP INTERNATIONAL UNCONSTRAINED FUND”)

Investment Objective

The MEP International Unconstrained Fund’s objective is to provide capital appreciation.

This investment objective is non‑fundamental and may be changed without the consent of a majority of the outstanding shares of the Fund. The MEP International Unconstrained Fund will provide shareholders with at least 60 days’ prior written notice of any change to its investment objective.

There can be no assurance that the MEP International Unconstrained Fund will achieve its investment objective.

Principal Investment Strategies

Under normal circumstances, the MEP International Unconstrained Fund will invest at least 80% of its net assets (plus borrowings) in equity securities and other instruments with economic characteristics similar to equity securities. Equity securities include common stock, preferred stock and securities or other instruments whose price is linked to the value of common or preferred stock. The MEP International Unconstrained Fund primarily invests in the equity securities of non‑U.S. companies and is generally unconstrained by any particular capitalization, style or sector or non‑U.S. country. Non‑U.S. companies can be companies where: (i) the relevant security is issued outside the United States; (ii) the principal trading market for the relevant security is outside the United States; (iii) the company is organized under the laws of a non‑U.S. country; (iv) the company derives at least 50% of its revenues or profits from a non‑U.S. country or has at least 50% of its total assets situated in a non‑U.S. country; or (v) the company is a foreign government (or any political subdivision, agency, authority or instrumentality of such government). In addition to equity securities issued by companies in developed countries, which will be the MEP International Unconstrained Fund’s focus, the MEP International Unconstrained Fund may also invest in companies in emerging markets or developing countries, U.S. dollar-denominated securities issued by foreign entities, and American Depositary Receipts (“ADRs”) or Global Depositary Receipts (“GDRs”), including unsponsored ADRs or GDRs. The MEP International Unconstrained Fund may also invest a portion of its assets in securities of real estate investment trusts (“REITs”) that own and/or manage properties. From time to time, the MEP International Unconstrained Fund may also use derivatives, including futures, forward contracts and swaps (including but not limited to total return swaps, some of which may be referred to as contracts for difference), to manage short-term liquidity and/or as substitutes for comparable market positions in the securities in the applicable Indexes (as defined below). For purposes of this 80%

investment policy, the MEP International Unconstrained Fund will treat an investment in derivatives as an investment in the securities underlying such derivatives and will value such derivatives at market value. In limited circumstances, the MEP International Unconstrained Fund may also invest in other investment companies, including other open‑end or closed‑end investment companies and exchange-traded funds (“ETFs”), that have characteristics that are consistent with the fund or securities in the applicable Indexes.

The MEP International Unconstrained Fund will provide shareholders with at least 60 days’ prior notice of any change to its 80% investment policy.

The MEP International Unconstrained Fund is classified as a “non‑diversified” fund under the Investment Company Act of 1940, as amended. A non‑diversified fund is permitted (but is not required) to invest a higher percentage of its assets in the securities of fewer issuers.

J.P. Morgan Private Investments Inc., the MEP International Unconstrained Fund’s investment adviser (“JPMPI” or the “Adviser”), actively allocates the MEP International Unconstrained Fund’s investments among a range of indexed investment strategies that are managed by the current sub‑adviser, BlackRock Investment Management, LLC (the “Sub‑Adviser” or “BlackRock”). For each indexed investment strategy, the Sub‑Adviser seeks to replicate the performance of an index or sub‑index (“Index”) selected by the Adviser. Generally, an Index will represent a certain industry, geographic region or other sector component of a public non‑U.S. equity index. By way of example, an indexed investment strategy could consist of an instruction given by the Adviser to a Sub‑Adviser to replicate the performance of a public broad-based non‑U.S. equity index, or a sub‑index that includes securities classified by an index provider into a specific industry, sector or geographic region, such as a European Mid‑Cap Index, with respect to a portion of the MEP International Unconstrained Fund’s assets. This example should not be construed as an indication that the Adviser will use this or a similar instruction as an indexed investment strategy for the Fund.

In allocating the assets of the MEP International Unconstrained Fund, the Adviser generally makes tactical allocation decisions by directing shifts in allocations among the various investment strategies represented by Indexes. The Adviser will review and determine the allocations among the indexed investment strategies and will make changes to these allocations when it believes it is beneficial to the MEP International Unconstrained Fund. The Adviser may, in its discretion, add to, delete from or modify the categories of indexed investment strategies employed by the MEP International Unconstrained Fund at any time, or add other investment strategies, including active strategies, managed by the Sub‑Advisers at any time. In making allocations among such indexed investment strategies and/or

in changing the categories of indexed investment strategies and other investment strategies employed by the MEP International Unconstrained Fund, the Adviser expects to take into account the investment goals of the broader investment programs administered by the Adviser or its affiliates, for whose use the MEP International Unconstrained Fund is exclusively designed. As such, the MEP International Unconstrained Fund may perform differently from a similar fund that is managed without regard to such broader investment programs.

BlackRock

BlackRock, the Sub‑Adviser, manages each individual indexed investment strategy with the goal of replicating the performance of the applicable Index selected by the Adviser, and also facilitates the transition among indexed investment strategies as directed by the Adviser. BlackRock seeks to manage each of the indexed investment strategies by investing in a quantitatively selected portfolio of securities with characteristics expected to match the performance of the applicable Index, including through the use of derivatives such as futures, forwards and swaps (including but not limited to total return swaps, some of which may be referred to as contracts for difference). The securities selected for each indexed investment strategy are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield) and liquidity measures similar to those of the applicable Index. The MEP International Unconstrained Fund may or may not hold all of the securities in an applicable Index and BlackRock is free to use its discretion as to how best to replicate the performance of each applicable Index.

General Information

The Adviser may adjust allocations to the Sub‑Adviser and any additional sub‑adviser of the MEP International Unconstrained Fund at any time or make recommendations to the Board with respect to the hiring, termination or replacement of a sub‑adviser. As such, the identity of the MEP International Unconstrained Fund’s sub‑adviser or sub‑advisers, or the portion of the MEP International Unconstrained Fund allocated to it or them, may change over time. Generally, the Sub‑Adviser is responsible for deciding which securities to purchase and sell for the MEP International Unconstrained Fund and for placing orders for the MEP International Unconstrained Fund’s transactions. However, the Adviser reserves the right to instruct the Sub‑Adviser as needed on MEP International Unconstrained Fund transactions and manage a portion of the MEP International Unconstrained Fund’s portfolio directly, either by instructing the Sub‑Adviser or otherwise, including without limitation, when it has high conviction views, for

portfolio hedging, to adjust the MEP International Unconstrained Fund’s overall market exposure or to temporarily manage assets as a result of a sub‑adviser’s resignation or removal.

The Adviser’s process for evaluating sub‑advisers is described below in “The Funds’ Management and Administration.”

The MEP International Unconstrained Fund may utilize the investments and strategies described above to a greater or lesser degree in the future.

The MEP International Unconstrained Fund will likely engage in active and frequent trading. The frequency with which the MEP International Unconstrained Fund buys and sells securities will vary from year to year, depending on market conditions.

TEMPORARY DEFENSIVE AND CASH POSITIONS

Each of the Funds may invest all or most of its total assets in cash and cash equivalents for temporary defensive purposes to respond to unusual conditions or as part of its principal investment strategies (such as in a money market strategy managed by a sub‑adviser). These investments may result in a lower yield than lower-quality or longer-term investments.

 

While a Fund is engaged in a temporary defensive position, it may not meet its investment objective. These investments may also be inconsistent with the Fund’s main investment strategies. Therefore, a Fund will pursue a temporary defensive position only when the Adviser believes conditions warrant.

DIVERSIFICATION CLASSIFICATION

Each of the Funds is classified as a “non‑diversified” fund under the Investment Company Act of 1940, as amended (the “Investment Company Act”). A non‑diversified fund is permitted (but is not required) to invest a higher percentage of its assets in the securities of fewer issuers. That concentration could increase the risk of loss to a Fund resulting from a decline in the market value of particular portfolio securities. Investment in a non‑diversified fund may entail greater risks than investment in a diversified fund. Although non‑diversified, the Funds must meet diversification standards to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended. See Part II of the SAI for a description of these diversification standards.

INVESTMENT RISKS

There can be no assurance that the Funds will achieve their investment objectives.

 

The main risks associated with investing in each Fund are summarized in “Risk/Return Summaries” at the front of this prospectus. More detailed descriptions of the main risks and additional risks of each Fund are described below.

Please note that the Funds also may use strategies that are not described in this section, but which are described in the “Investment Practices” section and in the Statement of Additional Information.

rate environment or other circumstances where investor redemptions from money market and other fixed income mutual funds may be higher than normal, potentially causing increased supply in the market due to selling activity.

Mid Cap Company Risk (both Funds). Investments in mid cap companies may be riskier, less liquid, more volatile and more vulnerable to economic, market and industry changes than investments in larger, more established companies. The securities of smaller companies may trade less frequently and in smaller volumes than securities of larger companies. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term.

WHAT IS A DERIVATIVE?

Derivatives are securities or contracts (like futures and options) that derive their value from the performance of underlying assets or securities.

Asia Pacific Market Risk. The economies in the Asia Pacific region are in all stages of economic development and may be intertwined. The small size of securities markets and the low trading volume in some countries in the Asia Pacific Region may lead to a lack of liquidity. Also, some Asia Pacific economies and financial markets have been extremely volatile in recent years. Many of the countries in the region are developing, both politically and economically. They may have relatively unstable governments and economies based on only a few commodities or industries. The share prices of companies in the region tend to be volatile and there is a significant possibility of loss. Also, some companies in the region may have less established product markets or a small management group and they may be more vulnerable to political or economic conditions, like nationalization. In addition, some countries have restricted the flow of money in and out of the country.

Certain of the currencies in the Asia Pacific region have experienced extreme volatility relative to the U.S. dollar. For

example, Thailand, Indonesia, the Philippines and South Korea have had currency crises and have sought help from the International Monetary Fund. Holding securities in currencies that are devalued (or in companies whose revenues are substantially in currencies that are devalued) will likely decrease the value of a Fund’s holdings.

The trading volume on some Asia Pacific region stock exchanges is much lower than in the United States, and Asia Pacific region securities of some companies are less liquid and more volatile than similar U.S. securities. In addition, brokerage commissions on regional stock exchanges are fixed and are generally higher than the negotiated commissions in the United States. The imposition of tariffs or other trade barriers, or a downturn in the economy of a significant trading partner could adversely impact Asia Pacific companies. If a Fund concentrates in the Asia Pacific region, the Fund’s performance may be more volatile than that of a fund that invests globally. If Asia Pacific securities fall out of favor, it may cause a Fund that concentrates in the Asia Pacific region to underperform funds that do not concentrate in the Asia Pacific region.

European Market Risk. A Fund’s performance will be affected by political, social and economic conditions in Europe, such as growth of the economic output (the gross national product), the rate of inflation, the rate at which capital is reinvested into European economies, the success of governmental actions to reduce budget deficits, the resource self-sufficiency of European countries and interest and monetary exchange rates between European countries. European financial markets may experience volatility due to concerns about high government debt levels, credit rating downgrades, rising unemployment, the future of the euro as a common currency, possible restructuring of government debt and other government measures responding to those concerns, and fiscal and monetary controls imposed on member countries of the European Union. The risk of investing in Europe may be heightened due to steps taken by the United Kingdom to exit the European Union. On January 31, 2020, the United Kingdom officially withdrew from the European Union. On December 30, 2020, the European Union and the United Kingdom signed the EU‑UK Trade and Cooperation Agreement (“TCA”), an agreement on the terms governing certain aspects of the European Union’s and the United Kingdom’s relationship, many of which are still to be determined, including those related to financial services. Notwithstanding the TCA, significant uncertainty remains in the market regarding the ramifications of the United Kingdom’s withdrawal from the European Union. The impact on the United Kingdom and European economies and the broader global economy could be significant, resulting in increased volatility and illiquidity, currency fluctuations, impacts on arrangements for trading and on other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise), and in potentially lower growth for companies in the United Kingdom, Europe and globally, which could have an adverse effect on the value of a Fund’s investments. In addition, if one or more other countries were to exit the European Union or abandon the use of the euro as a currency, the value of investments tied to those countries or the euro could decline significantly and unpredictably.

Preferred Securities Risk (both Funds). Preferred securities represent an equity interest in a company that generally

entitles the holder to receive, in preference to the holders of other securities such as common stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the company. Some preferred securities also entitle their holders to receive additional liquidation proceeds on the same basis as holders of a company’s common stock, and thus also represent an ownership interest in that company. Preferred and other senior securities may pay fixed or adjustable rates of return. Preferred and other senior securities are subject to issuer-specific and market risks applicable generally to equity securities. In addition, a company’s preferred and other senior securities generally pay dividends only after the company makes required payments to holders of its bonds and other debt. For this reason, the value of preferred and other senior securities will usually react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred securities of smaller companies may be more vulnerable to adverse developments than preferred securities of larger companies. Preferred securities include certain hybrid securities and other types of preferred securities with different features from those of traditional preferred securities described above. Preferred securities that are hybrid securities possess various features of both debt and traditional preferred securities and as such, they may constitute senior debt, junior debt or preferred shares in an issuer’s capital structure. Therefore, unlike traditional preferred securities, hybrid securities may not be subordinate to a company’s debt securities.

Healthcare Sector Risk (MEP U.S. Unconstrained Fund). Companies in the healthcare sector are subject to extensive government regulation and their profitability can be significantly affected by restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure (including price discounting), limited product lines and an increased emphasis on the delivery of healthcare through outpatient services. Companies in the healthcare sector are heavily dependent on obtaining and defending patents, which may be time consuming and costly, and the expiration of patents may also adversely affect the profitability of these companies. Healthcare companies are also subject to extensive litigation based on product liability and similar claims. In addition, their products can become obsolete due to industry innovation, changes in technologies or other market developments. Many new products in the healthcare sector require significant research and development and may be subject to regulatory approvals, all of which may be time consuming and costly with no guarantee that any product will come to market.

Information Technology Sector Risk (MEP U.S. Unconstrained Fund). Technology companies face intense competition, both domestically and internationally, which may have an adverse effect on their profit margins. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology companies may face obsolescence due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Companies in the information technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.

Foreign Securities and Emerging Markets Risk (MEP International Unconstrained Fund). Investments in foreign issuers, foreign securities (including depositary receipts) or U.S. dollar-denominated securities of foreign issuers or U.S. affiliates of foreign issuers may be subject to additional risks not faced by domestic issuers. These risks include political and economic risks, unstable governments, civil conflicts and war, greater volatility, decreased market liquidity, expropriation and nationalization risks, sanctions or other measures by the United States or other governments, currency fluctuations, higher transaction costs, delayed settlement, possible foreign controls on investment, and less stringent investor protection and disclosure standards of foreign markets. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. If foreign securities are denominated and traded in

a foreign currency, the value of the MEP International Unconstrained Fund’s foreign holdings can be affected by currency exchange rates and exchange control regulations. In certain markets where securities and other instruments are not traded “delivery versus payment,” the MEP International Unconstrained Fund may not receive timely payment for securities or other instruments it has delivered or receive delivery of securities paid for and may be subject to increased risk that the counterparty will fail to make payments or delivery when due or default completely. Foreign market trading hours, clearance and settlement procedures, and holiday schedules may limit the Fund’s ability to buy and sell securities.

Securities registration, custody, and settlement may in some instances be subject to delays and legal and administrative uncertainties. Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude investment in certain securities and may increase the costs and expenses of the MEP International Unconstrained Fund. In addition, the repatriation of investment income, capital or the proceeds of sales of securities from certain of the countries is controlled under regulations, including in some cases the need for certain advance government notification or authority, and if a deterioration occurs in a country’s balance of payments, the country could impose temporary restrictions on foreign capital remittances. The MEP International Unconstrained Fund also could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation, as well as by the application to it of other restrictions on investment.

Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable becoming riskier and more volatile. The MEP International Unconstrained Fund may invest a substantial portion of its assets in emerging market countries. These risks are magnified in countries in “emerging markets.” Emerging market countries currently include most countries in the world except Australia, Canada, Japan, New Zealand, the United States, the United Kingdom and most western European countries. Emerging market countries typically have less-established economies than developed countries and may face greater social, economic, regulatory and political uncertainties. Certain emerging market countries may be subject to less stringent requirements regarding accounting, auditing, financial reporting and record keeping and therefore, material information related to an investment may not be available or reliable. In addition, the MEP International Unconstrained Fund is limited in its ability to exercise its legal rights or enforce a counterparty’s legal obligations in certain jurisdictions outside of the United States, in particular, in emerging markets countries. In addition, due to jurisdictional limitations, U.S.

regulators may be limited in their ability to enforce regulatory or legal obligations in emerging market countries. In addition, emerging markets typically present greater illiquidity and price volatility concerns due to smaller or limited local capital markets and greater difficulty in determining market valuations of securities due to limited public information on issuers. Additionally, investors may have substantial difficulties bringing legal actions to enforce or protect investors’ rights, which can increase the risks of loss.

The MEP International Unconstrained Fund’s investments in foreign and emerging market securities may also be subject to foreign withholding and/or other taxes, which would decrease the Fund’s yield on those securities.

Currency Risk (MEP International Unconstrained Fund). Changes in foreign currency exchange rates will affect the value of the MEP International Unconstrained Fund’s securities and the price of the MEP International Unconstrained Fund’s shares. Generally, when the value of the U.S. dollar rises relative to a foreign currency, an investment impacted by that currency loses value because that currency is worth less in U.S. dollars. Currency exchange rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates. Devaluation of a currency by a country’s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Overnight bank deposits of foreign currency can result in negative interest rates based on monetary policies in that respective country. Currency markets generally are not as regulated as securities markets, may be riskier than other types of investments and may increase the volatility of the MEP International Unconstrained Fund. Although the MEP International Unconstrained Fund may attempt to hedge its currency exposure into the U.S. dollar, it may not be successful in reducing the effects of currency fluctuations. The MEP International Unconstrained Fund may also hedge from one foreign currency to another. In addition, the MEP International Unconstrained Fund’s use of currency hedging may not be successful and the use of such strategies may lower the MEP International Unconstrained Fund’s potential returns.

Depositary Receipts (ADRs and GDRs) Risk (MEP International Unconstrained Fund). The MEP International Unconstrained Fund may invest in the securities of foreign issuers in the form of depositary receipts or other securities convertible into securities of foreign issuers. Depositary receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. The MEP International Unconstrained Fund may invest in both sponsored and unsponsored ADRs, GDRs and other similar global instruments. ADRs typically are issued by an American bank or trust company and evidence ownership of

underlying securities issued by a foreign corporation. GDRs are depositary receipts structured like global debt issues to facilitate trading on an international basis. In addition to investment risks associated with the underlying issuer, depositary receipts expose the MEP International Unconstrained Fund to additional risks associated with the non‑uniform terms that apply to depositary receipt programs, credit exposure to the depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency risk and liquidity risk. Unsponsored ADR and GDR programs are organized independently and without the cooperation of the issuer of the underlying securities. Unsponsored programs generally expose investors to greater risks than sponsored programs and do not provide holders with many of the shareholder benefits that come from investing in a sponsored depositary receipt. Available information concerning the issuer may not be as current as for sponsored ADRs and GDRs, and the prices of unsponsored ADRs and GDRs may be more volatile than if such instruments were sponsored by the issuer. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.

Convertible Securities and Contingent Convertible Securities Risk (both Funds). The market value of a convertible security performs like that of a regular debt security; that is, if market interest rates rise, the value of a convertible security usually falls. In addition, convertible securities are subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuer’s credit rating or the market’s perception of the issuer’s creditworthiness. Since it derives a portion of its value from the common stock into which it may be converted, a convertible security is also subject to the same types of market and issuer risks that apply to the underlying common stock. Convertible securities may be lower-

Value Strategy Risk (both Funds). An undervalued stock may decrease in price or may not increase in price as anticipated by the Adviser or Sub‑Adviser if other investors fail to recognize the company’s value or the factors that the Adviser or Sub‑Adviser believes will cause the stock price to increase do not occur.

Foreign Securities and Emerging Markets Risk (MEP U.S. Unconstrained Fund). Investments in foreign issuers, foreign securities (including depositary receipts) or U.S. dollar-denominated securities of foreign issuers or U.S. affiliates of foreign issuers may be subject to additional risks not faced by domestic issuers. These risks include political and economic risks, unstable governments, civil conflicts and war, greater volatility, decreased market liquidity, expropriation and nationalization risks, sanctions or other measures by the United States or other governments, currency fluctuations, higher transaction costs, delayed settlement, possible foreign controls on investment, and less stringent investor protection and disclosure standards of foreign markets. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. If foreign securities are denominated and traded in a foreign currency, the value of the MEP U.S. Unconstrained Fund’s foreign holdings can be affected by currency exchange rates and exchange control regulations. In certain markets

where securities and other instruments are not traded “delivery versus payment,” the MEP U.S. Unconstrained Fund may not receive timely payment for securities or other instruments it has delivered or receive delivery of securities paid for and may be subject to increased risk that the counterparty will fail to make payments or delivery when due or default completely. Foreign market trading hours, clearance and settlement procedures, and holiday schedules may limit the Fund’s ability to buy and sell securities.

Securities registration, custody, and settlement may in some instances be subject to delays and legal and administrative uncertainties. Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude investment in certain securities and may increase the costs and expenses of the MEP U.S. Unconstrained Fund. In addition, the repatriation of investment income, capital or the proceeds of sales of securities from certain of the countries is controlled under regulations, including in some cases the need for certain advance government notification or authority, and if a deterioration occurs in a country’s balance of payments, the country could impose temporary restrictions on foreign capital remittances. The MEP U.S. Unconstrained Fund also could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation, as well as by the application to it of other restrictions on investment.

Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable becoming riskier and more volatile. The MEP U.S. Unconstrained Fund may invest a substantial portion of its assets in emerging market countries. These risks are magnified in countries in “emerging markets.” Emerging market countries currently include most countries in the world except Australia, Canada, Japan, New Zealand, the United States, the United Kingdom and most western European countries. Emerging market countries typically have less-established economies than developed countries and may face greater social, economic, regulatory and political uncertainties. Certain emerging market countries may be subject to less stringent requirements regarding accounting, auditing, financial reporting and record keeping and therefore, material information related to an investment may not be available or reliable. In addition, the MEP U.S. Unconstrained Fund is limited in its ability to exercise its legal rights or enforce a counterparty’s legal obligations in certain jurisdictions outside of the United States, in particular, in emerging markets countries. In addition, due to jurisdictional limitations, U.S. regulators may be limited in their ability to enforce regulatory or legal obligations in emerging market countries. In addition, emerging markets typically present greater illiquidity and price volatility concerns due to smaller or limited local capital

More About the Funds (continued)

markets and greater difficulty in determining market valuations of securities due to limited public information on issuers. Additionally, investors may have substantial difficulties bringing legal actions to enforce or protect investors’ rights, which can increase the risks of loss.

The MEP U.S. Unconstrained Fund’s investments in foreign and emerging market securities may also be subject to foreign withholding and/or other taxes, which would decrease the Fund’s yield on those securities.

Depositary Receipts (ADRs and GDRs) Risk (MEP U.S. Unconstrained Fund). The MEP U.S. Unconstrained Fund may invest in the securities of foreign issuers in the form of depositary receipts or other securities convertible into securities of foreign issuers. Depositary receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. The MEP U.S. Unconstrained Fund may invest in both sponsored and unsponsored ADRs, GDRs and other similar global instruments. ADRs typically are issued by an American bank or trust company and evidence ownership of underlying securities issued by a foreign corporation. GDRs are depositary receipts structured like global debt issues to facilitate trading on an international basis. In addition to investment risks associated with the underlying issuer, depositary receipts expose the MEP U.S. Unconstrained Fund to additional risks associated with the non‑uniform terms that apply to depositary receipt programs, credit exposure to the depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency risk and liquidity risk. Unsponsored ADR and GDR programs are organized independently and without the cooperation of the issuer of the underlying securities. Unsponsored programs generally expose investors to greater risks than sponsored programs and do not provide holders with many of the shareholder benefits that come from investing in a sponsored depositary receipt. Available information concerning the issuer may not be as current as for sponsored ADRs and GDRs, and the prices of unsponsored ADRs and GDRs may be more volatile than if such instruments were sponsored by the issuer. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.

For more information about risks associated with the types of investments that each Fund purchases, please read the “Investment Practices” section and the Statement of Additional Information.

DYNAMIC BENCHMARK INFORMATION

When presenting Fund performance information for the MEP U.S. Unconstrained Fund and MEP International Unconstrained Fund, each Fund may show, as a basis of comparison, in addition to the primary benchmark (which will be a broad‑based index), the performance of a customized dynamic benchmark composed of the blended performance of the underlying Indexes to which the Adviser has allocated Fund assets to the Sub‑Adviser, adjusted on a regular basis to reflect the index allocations instructed by the Adviser to the Sub‑Adviser.

CONFLICTS OF INTEREST

An investment in a Fund is subject to a number of actual or potential conflicts of interest. In managing your JPM Program account, the Adviser and its parent company, JPMorgan Chase & Co. (“JPMorgan”) and its affiliates may experience certain benefits and efficiencies from investing your account assets in the Funds instead of unaffiliated investment vehicles. However, any potential conflicts are substantially mitigated by the fact that the Adviser, through a management fee waiver, does not receive additional net advisory fees as a result of your account’s investment in the Funds and the Funds are generally not using JPMorgan and/or its affiliates to provide other services to the Funds for compensation. Note that JPMorgan and/or its affiliates, will continue to receive fees for managing the JPM Program accounts, including with respect to assets invested in the Funds, and a JPMorgan affiliate will continue to clear mutual fund trades, including trades in the Funds, for JPMorgan client accounts. The Adviser and/or its affiliates also may face conflicts of interest in their service as investment adviser to other clients, which may provide more compensation to the Adviser and/or its affiliates than the Funds. This creates a conflict of interest for the Adviser by providing an incentive to favor those clients, and from time to time, the Adviser may make decisions that differ from and/or negatively impact the investment and/or allocation decisions made by the Adviser on behalf of the Funds. In addition, JPMorgan and its affiliates provide a broad range of services and products to their clients and are major participants in the global currency, equity, commodity, fixed-income and other markets in which the Funds invest or will invest. In certain circumstances by providing services and products to their clients, these affiliates’ activities will disadvantage or restrict the Funds and/or benefit these affiliates. Further, Fund portfolios may be affected because of regulatory restrictions applicable to JPMorgan and its affiliates. The Adviser may also acquire material non-public information which would negatively affect the Fund’s ability to transact in securities. JPMorgan and the Funds have adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate conflicts of interest. In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.

The Chief Compliance Officer of the Funds and the Six Circles Trust also serves as the Chief Compliance Officer of the Adviser, and in such capacity may face conflicts of interest with his compliance responsibilities to the Funds and the Six Circles Trust. The Funds and the Six Circles Trust have implemented policies and procedures to seek to mitigate such conflicts.

For more information about conflicts of interest, see the “Potential Conflicts of Interest” section in the SAI.

The Funds are series of Six Circles Trust (the “Trust”), a Delaware statutory trust. The trustees of the Trust are responsible for overseeing all business activities.

The Funds’ Investment Adviser and Sub‑Adviser

J.P. Morgan Private Investments Inc. (“JPMPI”), a registered investment adviser with the U.S. Securities and Exchange Commission (the “SEC”), serves as investment adviser to each Fund under an investment advisory agreement (the “Advisory Agreement”) with the Trust, on behalf of the Funds. JPMPI is a wholly-owned subsidiary of JPMorgan Chase & Co., a bank holding company. JPMPI is located at 383 Madison Avenue, New York, NY 10179. JPMPI is entitled to receive an annual fee from each Fund equal to 0.25% of the average net assets of each Fund.

JPMPI, on behalf of the respective Funds, has entered into a sub‑advisory agreement with the Sub‑Adviser (each, a “Sub‑ Advisory Agreement”). For the services provided pursuant to its Sub‑Advisory Agreement, the Sub‑Adviser receives an annual fee from the Adviser, or directly from each applicable Fund on behalf of the Adviser.

by the Adviser and repayments by the Fund) to exceed the Expense Cap in effect at the time of the reimbursement by the Adviser or at the time of repayment by the Fund.

As the Adviser, JPMPI has overall supervisory responsibility for the general management and investment of each Fund’s securities portfolio, and subject to review and approval by the Board, sets each Fund’s overall investment strategies. The Adviser is also responsible for the oversight and evaluation of each Fund’s Sub‑Adviser. The Sub‑Adviser is responsible for the day‑to‑day investment decisions of its respective portion of each Fund. The allocation of the assets of each Fund to the Sub‑Adviser will be determined by JPMPI. The Sub‑Adviser is responsible for deciding which securities to purchase and sell for its respective portion of each Fund, except with respect to allocations to the Custom Equity Sleeve for the MEP U.S. Unconstrained Fund, and for placing orders for each Fund’s transactions.

In limited circumstances, the Adviser reserves the right to instruct the Sub‑Adviser as needed on certain Fund transactions and manage a portion of a Fund’s portfolio directly, including without limitation, for portfolio hedging, to temporarily adjust a Fund’s overall market exposure or to temporarily manage assets as a result of the Sub‑Adviser’s resignation or removal. A Fund may obtain passive exposure to a particular sub‑asset class from time to time by making an index-based investment (e.g., in an ETF). Alternatively, from time to time, JPMPI may, for short or longer-term periods and subject to Board approval, select a third party interim manager to execute transactions on behalf of a Fund to transition a portion of Fund assets from one Sub‑Adviser to another or to transition among indexed investment strategies, or, at the direction of JPMPI, to implement a sub‑strategy. The duration of any such transition or interim management services will be determined by the Adviser’s ability to identify an appropriate replacement sub‑adviser, if deemed necessary, and when such replacement sub‑adviser can begin managing Fund assets, as well as the nature of the assets to be transitioned and relevant market conditions. With the approval of the Board, JPMPI has engaged Russell Investments Implementation Services, LLC (“RIIS”) to provide stand‑by interim sub‑advisory services, as well as transition management services, for both Funds, to be utilized as needed in certain transitional or trading circumstances involving a Fund Sub‑Adviser. As of the date hereof, RIIS is not managing any assets of the Funds.

JPMPI acts as “manager of managers” for the Funds in reliance on an exemptive order of the SEC granting exemptions from certain provisions of the Investment Company Act (the “Exemptive Order”). Pursuant to the Exemptive Order, J.P. Morgan-affiliated funds are permitted, subject to supervision and approval of the Board, to enter into and materially amend sub‑advisory agreements with unaffiliated sub‑advisers without such agreements being approved by the

shareholders of the Funds. JPMPI may not enter into any sub‑advisory agreement with an affiliated sub‑adviser without such agreement being approved by shareholders of the Funds. Accordingly, the Funds and JPMPI may hire, terminate, or replace the Funds’ sub‑advisers without shareholder approval, including, without limitation, the replacement or reinstatement of any sub‑advisers with respect to which a sub‑advisory agreement has automatically terminated as a result of an assignment. JPMPI will continue to have the ultimate responsibility to oversee the sub‑advisers and recommend their hiring, termination and replacement. Shareholders will be notified of any changes in sub‑advisers. Shareholders of a Fund have the right to terminate a sub‑advisory agreement for the Fund at any time by a vote of the majority of the outstanding voting securities of the Fund. The Exemptive Order also permits the Funds to disclose to shareholders the management fees only in the aggregate. The initial shareholder of the Funds approved the Funds’ operation in reliance by the Funds on the Exemptive Order.

Sub‑Adviser Evaluation

The Adviser: (i) evaluates, selects, and recommends sub‑advisers to be hired or replaced, subject to Board approval; (ii) monitors and evaluates the sub‑advisers’ investment programs and results; (iii) allocates and reallocates each Fund’s assets among the sub‑advisers and (iv) reviews each Fund’s compliance with its investment objectives, strategies, policies and restrictions. Sub‑adviser selection includes qualitative and quantitative analysis, with strong emphasis placed on non‑quantitative factors, within a framework that reviews the sub‑advisers’ people, process, philosophy and performance. In selecting sub‑advisers, JPMPI will consider a variety of factors and attributes related to such sub‑advisers, including, but not limited to:

 

 

 

 

 

 

 

 

 

 

The investment methods used by Sub‑Advisers in selecting securities and other investments for the Funds vary. The allocation of a Fund’s portfolio managed by one Sub‑Adviser will, under normal circumstances, differ from the allocations managed by any other Sub‑Advisers of the Fund with respect to, among other things, portfolio composition, turnover, issuer capitalization and issuer financials. Because selections are made independently by each Sub‑Adviser, it is possible that one or more Sub‑Advisers could purchase the same security or that several Sub‑Advisers may simultaneously favor the same industry or sector.

The Adviser is responsible for establishing the target allocation of each Fund’s assets to each Sub‑Adviser and may adjust the target allocations at its discretion. Market performance may result in allocation drift among the Sub‑Advisers of a Fund. The Adviser is also responsible for periodically reallocating the portfolio among the Sub‑Advisers, the timing and degree of which will be determined by the Adviser at its discretion. Each Sub‑Adviser independently selects the brokers and dealers to execute transactions for the portion of a Fund being managed by that Sub‑Adviser.

At times, allocation adjustments among Sub‑Advisers may be considered tactical with over- or under-allocations to certain Sub‑Advisers based on the Adviser’s assessment of the risk and return potential of each Sub‑Adviser’s strategy. Sub‑Adviser allocations are also influenced by each Sub‑Adviser’s historical returns and volatility, which are assessed by examining the performance of strategies managed by the Sub‑Advisers in other accounts that the Adviser believes to be similar to those that will be used for a Fund.

In the event a Sub‑Adviser ceases to manage an allocation of a Fund’s portfolio, the Adviser will select a replacement sub‑adviser or allocate the assets among the remaining Sub‑Advisers. The securities that were held in the departing Sub‑Adviser’s allocation of a Fund’s portfolio may be liquidated, taking into account various factors, which may include but are not limited to the market for the security and the potential tax consequences. The Adviser may also add additional sub‑advisers in order to broaden a Fund’s portfolio or capacity or as otherwise determined by the Adviser to be in the best interests of a Fund. In addition, the Adviser reserves the right to instruct the Sub‑Adviser as needed on certain Fund transactions and manage a portion of the Fund’s portfolio directly to temporarily manage assets as a result of a Sub‑Adviser’s resignation or removal. Alternatively, from time

to time, JPMPI may, for short or longer-term periods and subject to Board approval, select an interim manager to transition a portion of Fund assets from one Sub‑Adviser to another, or, at the direction of JPMPI, to implement a sub‑strategy. JPMPI has engaged RIIS to provide such services, as deemed necessary.

The Portfolio Managers

Richard Madigan, Managing Director and Chief Investment Officer, Miles Wixon, Managing Director and David Cassese, Managing Director are the JPMPI portfolio managers for the MEP U.S. Unconstrained Fund and are primarily responsible for establishing and monitoring the investment strategy of the Fund and monitoring the Sub‑Adviser.

Richard Madigan, Managing Director and Chief Investment Officer and Miles Wixon, Managing Director are the JPMPI portfolio managers for the MEP International Unconstrained Fund and are primarily responsible for establishing and monitoring the investment strategy of the Fund and monitoring the Sub‑Adviser.

Mr. Wixon is a Managing Director and the Head of Equity for the J.P. Morgan Private Bank CIO Team, based in New York. He also is a member of the Global Investment Council. Mr. Wixon is responsible for coordinating the Private Bank CIO Team’s research and strategy efforts across global equity markets. Mr. Wixon joined J.P. Morgan in 2016 with 20 years of capital markets experience and brings substantial expertise in bottom‑up, fundamental equity research and portfolio management. Previously, Mr. Wixon was a Portfolio Manager at

The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and their ownership of shares of the Funds.

The following provides additional information about the Sub‑Adviser and the portfolio managers who are responsible for the day‑to‑day management of its allocation. The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and their ownership of shares of the Funds.

MEP U.S. Unconstrained Fund and MEP International Unconstrained Fund

Jennifer Hsui, CFA, Managing Director, is Chief Investment Officer for Global Portfolio Management within BlackRock’s EII team. She is responsible for overseeing investment strategies in iShares ETFs and Institutional Index Equity products. Ms. Hsui’s service with BlackRock dates back to 2006, including her years with Barclays Global Investors (“BGI”), which merged with BlackRock in 2009. Prior to her current role, Ms. Hsui was a senior portfolio manager and led the Emerging Markets Portfolio Management teams in the Americas within EII. At BGI, she led the team responsible for the domestic institutional equity index funds. Prior to joining BGI, she worked as an equity research analyst covering the medical devices industry at RBC Capital Markets. Ms. Hsui earned a BS degree in economics and biology from the University of California, Berkeley.

Paul Whitehead, Managing Director, Co‑Head of Index Equity. Mr. Whitehead is the Co‑Head of BlackRock’s ETF and Index Investments business. He is responsible for overseeing the management of Institutional and iShares funds. Paul was previously the Global Head of Equity Trading and the Global

Head of Transition Management within BlackRock’s Global Trading Group. Mr. Whitehead’s service with the firm dates back to 1996, including his years with BGI, which merged with BlackRock in 2009. Prior to assuming his current role, Mr. Whitehead was Head of Americas Equity Trading. Previously, he managed the trading team responsible for all Institutional Index funds, Exchange Traded funds, and Transition Management mandates. Mr. Whitehead represents BlackRock on the board of Luminex, a buy‑side owned Alternative Trading System launched in 2015. Mr. Whitehead earned a BS degree in economics at the University of Colorado in 1993.

The Funds’ Administrator

Brown Brothers Harriman & Co. serves as the administrator (the “Administrator”) to the Funds pursuant to a written agreement (“Administration Agreement”).

The Funds’ Custodian

Brown Brothers Harriman & Co. serves as the custodian (the “Custodian”) of the assets of the Funds. The Custodian’s responsibilities include safeguarding and controlling each Fund’s cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Funds’ investments. The Custodian does not determine the investment policies of the Funds or decide which securities the Funds will buy or sell. The Custodian will also be providing the Funds a cash management sweep service.

The Funds’ Transfer Agent

DST Asset Manager Solutions, Inc. serves as the transfer and dividend disbursing agent (the “Transfer Agent”) of the Funds. As transfer agent and dividend disbursing agent, the Transfer Agent is responsible for maintaining account records and for crediting income and capital gains to shareholder accounts.

The Funds’ Distributor

Foreside Fund Services, LLC (the “Distributor”), serves as principal underwriter of the Funds’ shares pursuant to an Underwriting Agreement with the Trust. The Distributor is a registered broker‑dealer and a member of the Financial Regulatory Authority, Inc. (“FINRA”). Pursuant to the terms of the Underwriting Agreement, the Distributor continuously distributes the shares of the Funds on a best efforts basis. The Distributor has no obligation to sell any specific quantity of shares of the Funds. The Distributor and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Funds. The Distributor is not affiliated with the Trust, the Adviser, or any of their affiliates.

Shares of the Funds have not been registered for sale outside of the United States. This prospectus is not intended for distribution to prospective investors outside of the United States.

Risk related to certain investments held by the Funds:

Credit risk. The risk that a financial obligation will not be met by the issuer of a security or the counterparty to a contract, resulting in a loss to the purchaser.

Currency risk. The risk that currency exchange rate fluctuations may reduce gains or increase losses on foreign investments.

Foreign investment risk. The risk associated with higher transaction costs, delayed settlements, currency controls, adverse economic developments, and exchange rate volatility. These risks are increased in emerging markets.

Government securities risk. U.S. government securities are subject to market risk, interest rate risk and credit risk. Securities, such as those issued or guaranteed by Ginnie Mae or the U.S. Treasury, that are backed by the full faith and credit of the United States are guaranteed only as to the timely payment of interest and principal when held to maturity and the market prices for such securities will fluctuate. Circumstances could arise that would prevent the payment of interest or principal. Securities issued or guaranteed by certain U.S. government-related organizations, such as Fannie Mae and Freddie Mac, are not backed by the full faith and credit of the U.S. government and no assurance can be given that the U.S. government will provide financial support.

Interest rate risk. The risk that a change in interest rates will adversely affect the value of an investment. The value of fixed income securities generally moves in the opposite direction of interest rates (decreases when interest rates rise and increases when interest rates fall).

Leverage risk. The risk that gains or losses will be disproportionately higher than the amount invested.

Liquidity risk. The risk that the holder may not be able to sell the security at the time or price it desires.

Market risk. The risk that when the market as a whole declines, the value of a specific investment will decline proportionately. This systematic risk is common to all investments and the mutual funds that purchase them.

Political risk. The risk that governmental policies or other political actions will negatively impact the value of the investment.

Prepayment risk. The risk that declining interest rates or other factors will result in unexpected prepayments, causing the value of the investment to fall.

Tax risk. The risk that the issuer of the securities will fail to comply with certain requirements of the Internal Revenue Code, which could cause adverse tax consequences.

Valuation risk. The risk that the estimated value of a security does not match the actual amount that can be realized if the security is sold.

FINANCIAL HIGHLIGHTS

MORE INFORMATION

For investors who want more information on the Funds the following documents are available free upon request:

ANNUAL AND SEMIANNUAL REPORTS

Our annual and semiannual reports contain more information about each Fund’s investments and performance. The annual report also includes details about the market conditions and investment strategies that had a significant effect on each Fund’s performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (“SAI”)

The SAI contains more detailed information about the Funds and their policies. It is incorporated by reference into this prospectus. This means, by law, it is considered to be part of this prospectus.

Investors can get a free copy of these documents and other information, or ask us any questions, by contacting your J.P. Morgan representative, by calling us collect at 1‑212‑464‑2070 or by writing to:

Six Circles Funds

c/o J.P. Morgan Private Investments Inc.

383 Madison Avenue

New York, NY 10179

 

Investors can contact their JPM Programs directly for more information. Investors can also find information, including the SAI and annual and semiannual reports, online at www.sixcirclesfunds.com.

J.P. Morgan is committed to making our products and services accessible to meet the financial services needs of all our clients. If you are a person with a disability and need additional support accessing this material, please contact your J.P. Morgan team or email us at [email protected] for assistance.

Reports, a copy of the SAI and other information about the Funds are also available on the EDGAR Database on the SEC’s website at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following email address:

[email protected]

Investment Company Act File No. for the Fund is 811‑23325.

^©JPMorgan Chase & Co. 2024. All rights reserved. May 1, 2024.

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