SecProbe.io

CORRESP
1
filename1.htm

    New York

        Menlo Park

        Washington DC

        São Paulo

    London

    Paris

    Madrid

    Tokyo

    Beijing

    Hong Kong

    Gregory S.
                    Rowland

    Davis Polk & Wardwell LLP

    450 Lexington Avenue

    New York, NY 10017
    212 450 4930 tel

    212 701 5930 fax

    gregory.rowland@davispolk.com

July 9, 2021

VIA EDGAR

Ms. Christina DiAngelo Fettig

Senior Staff Accountant

Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

 Re: Six
                                            Circles Trust (File No. 811-23325)

Dear Ms. Fettig:

On behalf of Six
Circles Trust (the “Registrant”), we are submitting this letter to respond to comments received from the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) with respect to its review, pursuant
to the Sarbanes-Oxley Act of 2002, of the certified shareholder report of the Registrant for the fiscal year ended December
31, 2020 filed on Form N-CSR on March 4, 2021 (the “Shareholder Report”), and the amendment thereto filed on Form
N-CSR/A on April 22, 2021 (the “Amendment”). The Staff’s comments were conveyed to the Registrant telephonically
on June 2, 2021 (and with respect to comment 7(b), July 7, 2021). Below are the Staff’s comments and the Registrant’s responses
thereto. Defined terms used below have the same meanings as in the Shareholder
Report and/or the Amendment.

 1. With
                                            respect to the corrections by the Amendment of the “Since Inception” average
                                            annual total returns in the “Fund Commentary” sections of the Shareholder Report
                                            for certain Funds:

 (a) Please
                                            discuss whether the Registrant has implemented internal control procedures designed to prevent
                                            recurrence of such errors.

Response: The Registrant
has enhanced its procedures and checklists to clearly define and review for the appropriate disclosure of average annual returns vs.
cumulative returns.

 (b) Please
                                            confirm that no such errors, other than those corrected in the Amendment, were made in the
                                            Registrant’s shareholder reports or registration statement.

Response: The Registrant
confirms that it is not aware of such errors, other than those corrected in the Amendment, that were made in the Registrant’s shareholder
reports or registration statement.

    1

 (c) Please
                                            explain why certifications pursuant to Rule 30a-2(b) under the 1940 Act were not filed as
                                            exhibits to the Amendment.

Response: The certifications
pursuant to Rule 30a-2(b) are required to accompany each “report on Form N-CSR . . . that contains financial statements.”
As the Amendment did not contain financial statements, or amend the financial statements contained in the Shareholder Report, the Registrant
did not believe that the Rule 30a-2(b) certifications were required. If the Staff believes otherwise, the Registrant would be pleased
to provide the Rule 30a-2(b) certifications supplementally.

 2. With
                                            respect to the presentation of the returns of the iMoneyNet Tax-Free National Institutional
                                            Money Market Index in the “Fund Commentary” section for the Six Circles Tax Aware
                                            Ultra Short Duration Fund:

 (a) Please
                                            explain why the index is an appropriate broad-based securities market index for the Fund,
                                            given that the Fund is not a money market fund.

Response: The mandate
for the Fund is to have a maximum duration of approximately one year. Management was unable to find an ultra-short municipal benchmark
with a maturity inside of one year, thus management has decided the iMoneyNet Tax-Free National Institutional Money Market Index fits
the mandate best, as compared to other available benchmarks, as it believes that a benchmark with a longer duration would not provide
an appropriate comparison. Further, the iMoneyNet Tax-Free National Institutional Money Market Index includes money market funds, which
invest in securities similar to those the Fund invests in, and therefore provides a better comparison.

 (b) Please
                                            confirm the statement that the performance of the index does not reflect the deduction of
                                            expenses associated with a mutual fund, given that the index is composed of money market
                                            funds.

Response:  Although
the iMoneyNet Tax-Free National Institutional Money Market Index is calculated based on the returns net of expenses of the underlying
money market funds in the index, the index itself (to which the Six Circles Tax Aware Ultra Short Duration Fund is being compared) is
unmanaged and no expenses are deducted at the index level.  Going forward, we will revise the language in the note to clarify that,
“Although the performance of the index reflects returns of constituent mutual funds net of expenses, the index itself is unmanaged
and no expenses are deducted at the index level.”

 3. Please
                                            clarify how the graphical representations of holdings depict the Funds’ derivative
                                            holdings, as the graphical representations of holdings must reflect all of the investment
                                            activities of the Funds. See Shareholder Reports and Quarterly Portfolio Disclosure of Registered
                                            Management Investment Companies, Investment Company Act Release No. 26372 (Feb. 27, 2004).

Response: The equity
funds invested on a limited basis in index futures to gain or reduce exposure to certain countries or regions. The fixed income funds
invest in derivatives contracts, including futures, forward currency exchange contracts and swaps in connection with their investment
strategies to hedge portfolio investments and manage duration, credit quality and currency risks. The mark-to-market value of these derivative
contracts is included in the “Cash”

    2

line item of the sector chart
for the funds. The exposure amounted to under .01% for the equity funds, and for the fixed income funds the amounts were approximately
1% for the Funds that held derivatives.

Going forward, Management
will add a footnote to denote the percentage of cash that represents derivative positions, by noting that “[X]% of the amount shown
in the Fund’s “Cash” line item reflects the mark-to-market value of the Fund’s derivative positions.”

 4. In
                                            the Statements of Operations, please disclose the bases of recognition and measurement used
                                            in respect to the non-cash dividend income of the Six Circles International Unconstrained
                                            Equity Fund and the Six Circles Managed Equity Portfolio International Unconstrained Fund.
                                            See Rule 6-07(1) of Regulation S-X.

Response: In future
shareholder reports for periods in which non-cash dividend income is included in income for a Fund, the Registrant will disclose the
basis of recognition and measurement used in respect to such non-cash dividend income, by including the following disclosure: “Non-cash
dividends, if any, are recorded on the ex-dividend date or corporate action date at fair value.”

 5. Please
                                            explain why the Statements of Operations do not state the payments by affiliates noted in
                                            the Notes to the Financial Statements, other than the payments by affiliates to the Six Circles
                                            Managed Equity Portfolio U.S. Unconstrained Fund.

Response: Per the Financial
Accounting Standards Board (FASB) Accounting Standards Codification (ASC) ASC 946-20-50-2, the amounts and circumstances of all
payments by affiliates to reimburse the Fund for losses are described in the Notes to financial statements, whereas the Funds use materiality
thresholds to separately disclose the payments for an error on the Statement of Operations as well as the impact on the financial highlights.

The Funds use materiality
thresholds for the Statements of Operations and no threshold (per FASB ASC 946-20-50-2) for disclosure of affiliated transactions
in the Notes to the financial statements, thus all payments have been disclosed within the Notes to the financial statements. Only the
amount with respect to the Managed Equity Portfolio U.S. Unconstrained Fund met the threshold for Statement of Operations disclosure.

 6. With
                                            respect to the payments by affiliates:

 (a) Please
                                            disclose the effect on total return of the payments in the financial highlights of each Fund
                                            that received the payments. See FASB ASC 946-20-50-2.

Response: We generally
do not disclose affiliate payments that are not material (i.e., over 5% of the realized gain/loss from investments). With respect to
the Managed Equity Portfolio U.S. Unconstrained Fund, the affiliate payment was reported in the annual report despite not exceeding 5%
of the realized gain/loss from investments line item on the Statement of Operations as the presentation approach was carried over from
the semi-annual period presentation, when the payment amount was material to the Statement of Operations.

 (b) Please
                                            describe the operational error(s) and trade error to which the payments relate, and any operational
                                            controls implemented in response to the errors.

    3

Response: The payments
by affiliates reflected within the Notes to the financial statements were related to operational trade errors that resulted in transactions
that were not consistent with the guidelines and procedures of the Funds. The Registrant has enhanced and added to its controls in this
area, including by enhancing sub-adviser guidelines and oversight to help reduce the risk of such trade related errors.

    7.
    (a)
    Please explain why the “Derivatives Volume” table for the
    Six Circles Managed Equity Portfolio International Unconstrained Fund does not disclose the volume of the Fund’s forward
    foreign currency exchange contracts.

Response: The Funds
calculate derivatives volume for forward foreign currency exchange transactions based on the volume of open positions at month-end. The
Fund did not have any positions open at the end of month, for any month during the year. Thus, there was no volume of forward foreign
currency exchange contracts to disclose.

(b)       How
is that disclosure reflective of the Fund’s derivatives activity during the period?

Response: With respect
to the Managed Equity Portfolio International Unconstrained Fund, there was no such derivatives activity during the period covered by
the report.

For disclosure purposes, the
volume of open positions at month-end is used as a proxy for the activity occurring during the period. If there are no open-positions
at month-end, further diligence is conducted to review the derivatives activity of the Fund during the period in question. If there has
been derivative activity during the period, such activity would be disclosed in the report. We believe this approach to be in line with
ASC 815-50-1A.d (requiring “[i]nformation that would enable users of its financial statements to understand the volume of
its activity in those instruments”), as well as current industry practice regarding such disclosure.

 8. In
                                            future shareholder reports for periods in which a Fund participates in cross trades pursuant
                                            to Rule 17a-7 under the 1940 Act, please disclose the Fund’s aggregate realized gain/loss
                                            associated with the cross trades for the period. See FASB ASC 850-10-50 and the Highlights
                                            of the January 19, 2016 Meeting of the AICPA Investment Companies Expert Panel.

Response: In future
shareholder reports for periods in which a Fund participates in cross trades pursuant to Rule 17a-7 under the 1940 Act, the Registrant
will disclose the Fund’s aggregate realized gain/loss associated with the cross trades for the period.

 9. Please
                                            confirm that the percentages disclosed in Item 4(e)(2) of future shareholder reports are
                                            the percentages of audit-related services, tax services and other services approved by the
                                            audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (i.e.,
                                            pursuant to the waiver of the pre-approval requirement in certain circumstances for services
                                            other than audit, review or attest services).

Response: The Registrant
will confirm that the percentages disclosed in Item 4(e)(2) of future shareholder reports are the percentages of audit-related services,
tax services and other services approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 10. Please
                                            confirm that the principal executive officer and the principal financial officer of the Registrant
                                            were comfortable providing the certifications filed as exhibits to the Shareholder Report
                                            prior to the date of the Reports of Independent Registered Public Accounting Firm.

    4

Response: The Registrant
notes that Management works closely with the audit team during the course of the audit and that Management was comfortable that the audit
was complete on February 22, 2021. The opinion date of February 23, 2021 was an administrative matter and does not reflect any substantive
audit work ongoing after February 22, 2021. Going forward, Management will work to align the certification dates and the audit opinion
dates.

 11. In
                                            the “Trustees” sections:

 (a) Please
                                            state that the SAI includes additional information about the Trustees and is available, without
                                            charge, upon request, and provide a toll-free telephone number for shareholders to call to
                                            request the SAI. See Item 27(b)(6) of Form N-1A.

 (b) Please
                                            disclose the term of office of each Trustee. See Item 27(b)(5) of Form N-1A.

Response: The Registrant
will make the requested changes in future shareholder reports.

Should the Staff have any questions
concerning the above, please call the undersigned at (212) 450-4930.

Very truly yours,

/s/ Gregory S. Rowland

Gregory S. Rowland

 cc: Gregory
                                            R. McNeil, Principal Financial Officer and Treasurer, Six Circles Trust

    5